UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2010

Tropicana Entertainment Inc.

(Exact name of Registrant as specified in its charter)

Delaware		000-53831		27-0540158
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3930 Howard Hughes Parkway, 4 th Floor
Las Vegas, Nevada 89169
(Address of Principal executive offices, including Zip Code)

702-589-3900
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets

Overview

On March 8, 2010, Tropicana Entertainment Inc. (the “Company”) completed the acquisition of certain assets of its predecessor, Tropicana Entertainment, LLC, and certain of its subsidiaries and affiliates (together, the “Predecessors”) and of the Tropicana Resort and Casino-Atlantic City ( the “Tropicana AC”). These transactions, referred to as the “Restructuring Transactions,” were effected pursuant to the Joint Plan of Reorganization of Tropicana Entertainment, LLC and Certain of Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code, filed with the United States Bankruptcy Court for the District of Delaware on January 8, 2009, as amended (the “Plan”). The Restructuring Transactions are described in the Company’s registration statement on Form 10, originally filed with the Securities and Exchange Commission on November 10, 2009, File No. 000-53831 (the “Original Filing”), as amended by Amendment No. 1, filed on December 21, 2009 (the “First Amendment”) and by Post-Effective Amendment No. 1, filed on January 25, 2010 (“Post-Effective Amendment No. 1,” and together with the Original Filing and the First Amendment, the “Registration Statement”). Except as set forth below, the information that would be required if the Company were filing a registration statement on Form 10 upon the consummation of the Restructuring Transactions is contained in the Registration Statement, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table shows each person who, as of the effective date of the Plan, March 8, 2010 (the “Effective Date”) owned beneficially more than 5% of our common stock, par value $0.01 per share (“Common Stock”).

Beneficial Owner	Shares Beneficially Owned	Percent of Class on March 8, 2010

Carl C. Icahn (1)	12,664,179 shares	49.1	%

(1) Includes 4,578,984 shares of Common Stock held by Icahn Partners LP (“Icahn Partners”), 1,944,281 shares of Common Stock held by Icahn Partners Master Fund II LP (“Icahn Master II”), 737,731 shares of Common Stock held by Icahn Partners Master Fund III LP (“Icahn Master III”) and 4,619,025 shares of Common Stock held by Icahn Partners Master Fund LP (“Icahn Master”). Also includes warrants to purchase 285,578 shares of Common Stock held by Icahn Partners, warrants to purchase 332,430 shares of Common Stock held by Icahn Master, warrants to purchase 120,513 shares of Common Stock held by Icahn Master II, and warrants to purchase 45,637 shares of Common Stock held by Icahn Master III. Icahn Offshore LP (“Icahn Offshore”) is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Icahn Onshore LP (“Icahn Onshore”) is the general partner of Icahn Partners. Icahn Capital LP (“Icahn Capital”) is the general partner of each of Icahn Offshore and Icahn Onshore. Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”) is the sole member of IPH GP LLC (“IPH”), which is the general partner of Icahn Capital. Beckton Corp. (“Beckton”) is the sole stockholder of Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), which is the

general partner of Icahn Enterprises Holdings. Carl C. Icahn is the sole stockholder of Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made with respect to these shares of Common Stock.

The following table shows the number of shares of our Common Stock beneficially owned, as of March 8, 2010, by (i) each of our directors, (ii) each of our “named executive officers” identified in “Executive Compensation” below and (iii) all directors and executive officers as a group.

Beneficial Owner	Shares Beneficially Owned	Percent of Class on March 8, 2010

Scott C. Butera	—	0	%

Marc H. Rubinstein	—	0	%

Lance Millage	—	0	%

Stanley C. Palmer	—	0	%

Todd Greenberg	—	0	%

Michael G. Corrigan	—	0	%

Glenn C. Christenson	—	0	%

Stephen Deckoff	—	0	%

Carl C. Icahn	12,664,179	49.1	%(1)

James L. Nelson	—	0	%

Hunter C. Gary	—	0	%

All directors and executive officers as a group (11 persons)	12,664,179	49.1	%(1)

(1) Includes 4,578,984 shares of Common Stock held by Icahn Partners, 1,944,281 shares of Common Stock held by Icahn Master II, 737,731 shares of Common Stock held by Icahn Master III and 4,619,025 shares of Common Stock held by Icahn Master. Also includes warrants to purchase 285,578 shares of Common Stock held by Icahn Partners, warrants to purchase 332,430 shares of Common Stock held by Icahn Master, warrants to purchase 120,513 shares of Common Stock held by Icahn Master II, and warrants to purchase 45,637 shares of Common Stock held by Icahn Master III. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Icahn Onshore is the general partner of Icahn Partners. Icahn Capital is the general partner of each of Icahn Offshore and Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl C. Icahn is the sole stockholder of Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made with respect to the shares of Common Stock held directly by Icahn Partners, Icahn Master, Icahn Master II and Icahn

Master III. Mr. Icahn disclaims benefical ownership of these shares except to the extent of his pecuniary interest therein.

Executive Compensation

Because we were formed in May 2009 for the purposes of acquiring certain assets of Tropicana Entertainment Holdings, LLC (“TEH”) and certain of its subsidiaries and affiliates pursuant to the Plan, we do not have a history of executive officer compensation practices for the preceding fiscal years. In addition, until the Effective Date, our employees and executive officers did not receive any compensation. On the Effective Date, the employees of TEH became our employees and our employees and executive officers began to receive the compensation from us which they had previously received as employees or executive officers of TEH, respectively. The following discussion therefore reflects the policies and decision making processes in effect at TEH prior to the Effective Date. The compensation paid to the executive officers of TEH is not necessarily indicative of how we will compensate our executive officers as we have not yet determined what changes, if any, we will make to these policies and processes.

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis section discusses the compensation policies and programs for TEH’s named executive officers, which consisted of:

· Scott C. Butera, President and Chief Executive Officer;

· Lance J. Millage, Senior Vice President, Finance and Treasurer;

· Marc H. Rubinstein, Senior Vice President, Law and Administration and Secretary;

· S tanley C. Palmer, Senior Vice President, Chief Human Resources Officer;

· Todd Greenberg, Senior Vice President, Chief Strategy Officer;

· Richard L. Baldwin, former Chief Financial Officer and Treasurer; and

· Robert G. Yee, former Chief Operating Officer.

Executive Compensation Philosophy and Objectives

TEH’s compensation program was designed to reward each of its executive officer’s then-current contribution to TEH, as well as recognize the executive officer’s impact and involvement in its present and future performance. The cash compensation of TEH’s executive officers was set at levels that were intended to be competitive with other leading casino hotel companies, taking into account the bankruptcy filing of TEH and its affiliates and the absence of an equity compensation element. In addition, TEH had designed its compensation program to further align the compensation of its executive officers with its future performance and strategic objectives.

The following objectives supported the compensation philosophy for TEH and all compensation-related decisions:

· attract and motivate qualified and experienced executives;

· retain talented individuals;

· align compensation policies with business objectives; and

· support a culture of strong performance by rewarding employees for results.

Compensation Program Design

TEH’s compensation process consisted of establishing an overall compensation target for each executive officer and then allocating that compensation among base salary and incentive compensation. There was some variation in the overall mix of compensation for each executive officer.

In establishing compensation, the Board of Managers of TEH, among other things:

· reviewed with senior management its cash and other compensation policies for all of its management employees;

· reviewed the performance of its executive officers and the components of their compensation;

· evaluated the effectiveness of the overall executive compensation program on a periodic basis; and

· administered the bonus plan.

In addition, steps taken by the Board of Managers of TEH in shaping and maintaining TEH’s compensation philosophy included:

· reviewing and approving corporate goals and objectives relevant to the compensation of the executive officers;

· evaluating the performance of the executive officers in light of these goals and objectives;

· approving the compensation of the executive officers based on such evaluation; and

· reviewing the level and type of perquisites and other personal benefits provided to the executive officers, taking into account their levels of salary and other compensation and the value of similar benefits provided at comparable companies.

Executive officers and other management had a significant role in the compensation setting process. The Chief Executive Officer annually reviewed the performance of the other senior executives and, based on these reviews, recommended compensation for all senior executives, other than his own. The Board of Managers of TEH, however, had the discretion to modify the Chief Executive Officer’s recommendations and make the final decisions regarding material compensation to senior executives, including base salary and annual bonuses. The Company’s senior executives typically were invited to attend meetings of the Board of Managers of TEH, from time to time, except when their own compensation was being discussed or determined.

The Board of Managers of TEH did not use a compensation consultant to establish or administer the executive compensation program. For the purpose of comparing compensation practices, a group of other leading casino hotel companies was selected on the basis of a number of factors relative to TEH, such as the their size and complexity, the nature of their businesses and the regions in which they operated. The Board of Managers of TEH, however, did not benchmark

the compensation of TEH’s executive officers against the compensation levels found within this group. In addition, TEH took into consideration tax and accounting implications in the design of its compensation programs.

Elements of Compensation Program

There were two primary elements of TEH’s executive compensation program:

· base salary; and

· year-end bonus.

Base Salary. TEH provided its executive officers with a base salary which it believed was competitive and that corresponded and fairly related to their status and accomplishments, both professionally and within its industry. Individual base salaries were established based on the executive officers’ historical performance and anticipated future contribution to TEH. Salaries were reviewed annually and adjusted from time to time to recognize individual performance, promotions, competitive compensation levels and other subjective factors. See “Discussion of Compensation Table” set forth below for additional details regarding base salaries for the named executive officers.

Year-End Bonus . TEH offered annual incentive awards for its executive officers in the form of cash performance bonuses to encourage and reward achievement of its business goals and attract and retain executives. Year-end bonuses were usually determined after the end of TEH’s fiscal year and were based on an assessment of the executive officer’s achievement of certain individual performance goals and the achievement of certain operating, financial and other corporate goals. See “Discussion of Summary Compensation Table” set forth below for additional details regarding year-end bonuses for the named executive officers.

Summary Compensation Table

The following table sets forth information regarding compensation for TEH’s named executive officers for services rendered to TEH for the years ended December 31, 2009 and 2008.

Name and Principal Position	Year	Salary ($) (a)	Bonus ($) (a)	All Other Compensation($) (b)	Total ($)
TEH Officers:
Scott C. Butera (c)	2009	1,100,000	1,100,000	—	2,200,000
President and Chief Executive Officer	2008	863,077	1,265,000	—	2,128,077
Lance J. Millage (d)	2009	27,692	15,000	—	42,692
Senior Vice President, Finance and Treasurer
Marc H. Rubinstein (e)	2009	400,000	100,000	—	500,005
Senior Vice President, Law and Administration	2008	160,002	60,000	—	220,003
Stanley C. Palmer (f)	2009	320,192	60,000	—	380,192

Senior Vice President, Chief Human Resources Officer	2008	91,153	35,000	—	126,153
Todd Greenberg (g)	2009	260,385	50,000	—	310,385
Senior Vice President, Chief Strategy Officer	2008	54,808	50,000	—	104,808
Former TEH Officers:
Richard L. Baldwin (h)	2009	297,269	—	26,250	323,519
Former Vice President, Chief Financial Officer and Treasurer
Robert G. Yee (i)	2009	522,712	40,000	150,000	562,712
Former Chief Operating Officer	2008	200,000	40,000	—	240,000

(a) Amounts shown are the salary and bonus amounts earned for each fiscal year without consideration as to the year of payment.

(b) Amounts represent severance payments.

(d) Mr. Millage’s employment with TEH commenced November 16, 2009.

(e) Mr. Rubinstein’s employment with TEH commenced July 28, 2008.

(f) Mr. Palmer’s employment with TEH commenced September 2, 2008.

(g) Mr. Greenberg’s employment with TEH commenced October 1, 2008.

(h) Mr. Baldwin was employed with TEH from January 6, 2009 through November 20, 2009.

(i) Mr. Yee was employed with TEH from September 22, 2008 through July 27, 2009.

Discussion of Summary Compensation Table

The Board of Managers of TEH, independent of management, determined the base salary of TEH’s President and Chief Executive Officer. The President and Chief Executive Officer of TEH made recommendations to the Board of Managers of TEH, for their review and approval, for the base salaries of its other named executive officers. These recommendations were approved by TEH’s Board of Managers without change.

Employment Agreements

TEH entered into an employment agreement with Scott C. Butera dated as of January 1, 2009 whereby he agreed to serve as President and Chief Executive Officer. Mr. Butera’s employment agreement terminates on January 1, 2011, but shall automatically be extended by 12 months unless either TEH or Mr. Butera provides notice to the other party no less than 30 days before

the end of the then-current term. Pursuant to his employment agreement, Mr. Butera receives an annual base salary of $1,100,000 and is eligible to receive an annual cash performance bonus between 50% and 150% of his base salary for each year, provided that he remains employed on the last day of such calendar year and corporate performance objectives established by TEH’s Board of Managers are achieved. Factors that the Board of Managers of TEH considered in determining Mr. Butera’s annual bonus for 2009 included the performance of TEH relative to its competitors, Mr. Butera’s success in recruiting senior executives and other key employees, whether TEH was successful in re-establishing operations in Atlantic City, New Jersey and Mr. Butera’s performance in connection TEH’s restructuring. Mr. Butera is also eligible to participate in all benefit plans and programs as are generally available to its senior executives. In addition, Mr. Butera’s employment agreement provides that when a plan of reorganization becomes effective, he is entitled to receive and shall be paid a one-time payment (“Success Fee”) between $750,000 and $1,500,000 subject to the terms of his employment agreement. On March 5, 2010, the Board of Managers of TEH granted Mr. Butera a $500,000 Success Fee, which was paid on the Effective Date. The Board of Directors of the Company may, in its sole discretion, pay Mr. Butera an additional Success Fee up $250,000 in January 2011.

Potential Payments Upon Termination or Change-In-Control

Other than Mr. Butera’s employment agreement, TEH had no other agreements or arrangements, written or unwritten, that provide for any payment to its named executive officers, other than Mr. Butera, at or in connection with any termination of their employment, or a change-in-control with respect to TEH as of December 31, 2009. Mr. Butera’s employment agreement provides that if he is terminated without Cause or if Mr. Butera terminates his employment for Good Reason (each as defined in his employment agreement) he is entitled to a payment of $1.0 million (“Severance Benefit”); provided, however, that if Mr. Butera is terminated without Cause or if Mr. Butera terminates his employment for Good Reason within twelve months after the Plan Effective Date, the amount of the Severance Benefit shall be reduced for the amount of the Success Fee paid to Mr. Butera. In addition, Mr. Butera shall be entitled to receive any bonus earned for the preceding year but not yet paid if Mr. Butera’s employment is terminated for any reason other than by Cause or if Mr. Butera terminates his employment after December 31 of any year. Mr. Butera’s employment agreement does not provide for any additional payments or benefits under his voluntary termination of employment or termination for Cause.

Board Compensation

The following table discloses the compensation for each member of TEH’s Board of Managers for the year ended December 31, 2009.

Name	Fees Earned or Paid in Cash $	Total ($)
Thomas M. Benninger	150,000	150,000
Michael G. Corrigan	150,000	150,000
Bradford S. Smith	150,000	150,000

Discussion of Board Compensation Table

Each nonemployee member of TEH’s Board of Managers was paid $37,500 per quarter (including all committees thereof). Scott C. Butera did not receive additional compensation as a member of TEH’s Board of Managers.

Compensation Committee Interlocks and Insider Participation

TEH did not have standing compensation committee and the entire Board of Managers of TEH participated in deliberations concerning the compensation of the named executive officers of TEH. The members of TEH’s Board of Managers were Scott C. Butera, Thomas M. Benninger, Michael G. Corrigan and Bradford S. Smith. Scott C. Butera was an officer and employee of TEH and officer of certain of TEH’s subsidiaries. During 2009, none of TEH’s executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served as a director or member of TEH’s Board of Managers.

Certain Relationships and Related Transactions, and Director Independence

Director Independence . The board of directors of the Company has determined that Michael Corrigan and Stephen Deckoff are “independent” as that term is defined under the current rules of the New York Stock Exchange.

Recent Sales of Unregistered Securities

Pursuant to the Plan, on the Effective Date, we issued an aggregate of 12,098,053 shares of Common Stock to certain of the Predecessors, in exchange for substantially all the assets of those Predecessors. The Predecessors then distributed the Common Stock to the Class 3 creditors in exchange for a portion of their claims. In addition, we issued an aggregate of 12,901,947 shares of Common Stock in exchange for the Tropicana AC and related assets. Pursuant to the terms of the Plan and the Amended and Restated Purchase Agreement, these shares were also distributed to the Class 3 creditors in exchange for the remainder of their claims. On the Effective Date, we also issued warrants to purchase 3,750,000 shares of Common Stock (the “Warrants”). The warrants will be distributed to the class 4 creditors pursuant to the terms of the Plan.

Pursuant to the terms of the Plan, the offer, sale and issuance of the Common Stock and Warrants described above are exempt from Section 5 of the Securities Act of 1933, or the Securities Act, and from any other state or local law requiring registration or licensing of an issuer of a security, pursuant to section 1145 of the Bankruptcy Code.

Pursuant to the terms of our Exit Facility, on the Effective Date, we issued warrants to purchase 285,578 shares of Common Stock to Icahn Partner, warrants to purchase 332,430 shares of Common Stock to Icahn Master, warrants to purchase 120,513 shares of Common Stock to Icahn Master II, warrants to purchase 45,637 shares of Common Stock to Icahn Master III, warrants to purchase 21,211 shares of Common Stock to Par Investment Partners, L.P., warrants to purchase 20,274 shares of Common Stock to SOF Investments, L.P., warrants to purchase 20,795 shares of Common Stock to Restoration Holdings Ltd, warrants to purchase 2,311 shares of Common Stock to Restoration Special Opportunities Master Ltd , warrants to purchase 15,385 shares of Common Stock to DK Acquisition Partners, L.P., warrants to purchase 8,750 shares of Common Stock to Schultze Apex Master Fund Ltd, warrants to purchase 21,875 shares of Common Stock

to Arrow Distressed Securities Fund, warrants to purchase 6,846 shares of Common Stock to Citigroup Financial Products, Inc., warrants to purchase 49,210 shares of Common Stock to Wexford Spectrum Investors LLC, warrants to purchase 9,415 shares of Common Stock to Debello Investors LLC, warrants to purchase 87,500 shares of Common Stock to SPCP Group LLC, warrants to purchase 43,750 shares of Common Stock to SPCP Group III, LLC, warrants to purchase 175,000 shares of Common Stock to Manchester Securities Group, warrants to purchase 13,060 shares of Common Stock to Eaton Vance Institutional Senior Loan Fund, warrants to purchase 1,841 shares of Common Stock to Senior Debt Portfolio, warrants to purchase 1,672 shares of Common Stock to Eaton Vance Floating-Rate Income Trust, warrants to purchase 770 shares of Common Stock to Eaton Vance Limited Duration Income Fund, warrants to purchase 1,612 shares of Common Stock to Eaton Vance Senior Income Trust, warrants to purchase 1,149 shares of Common Stock to Eaton Vance Senior Income Trust, warrants to purchase 3,252 shares of Common Stock to Eaton Vance VT Floating-Rate Income Fund, warrants to purchase 4,460 shares of Common Stock to ARES IIIR/IVR CLO LTD, warrants to purchase 1,622 shares of Common Stock to ARES IIR CLO LTD, warrants to purchase 2,636 shares of Common Stock to ARES IX CLO LTD, warrants to purchase 2,434 shares of Common Stock to ARES VIII CLO LTD, warrants to purchase 2,636 shares of Common Stock to ARES VIR CLO LTD, warrants to purchase 2,636 shares of Common Stock to ARES VR CLO LTD, warrants to purchase 1,780 shares of Common Stock to ARES X CLO LTD, and warrants to purchase 4,460 shares of Common Stock to ARES XI CLO LTD (the “Exit Facility Warrants”). The parties that received Exit Facility Warrants were all lenders under the Exit Facility. The issuance of the warrants was exempt from registration under Section 4(2) of the Securities Act. The form of Exit Facility Warrant is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Description of Registrant’s Securities to be Registered

Gaming authorities may investigate any holder of our Common Stock, and may require any holder to be found suitable. We are considered a “public” company by the gaming authorities. All of the jurisdictions in which we operate require any person who acquires beneficial ownership of more than a certain percentage of voting securities, typically 5%, of a public gaming company, to report the acquisition to the gaming authorities, and the gaming authorities may require such holders to apply for qualification or a finding of suitability. Most jurisdictions provide that “institutional investors” may seek a waiver of these requirements.

Generally, any person who fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised by gaming authorities that it is required to do so may be denied a license or found unsuitable or unqualified, as applicable. Any holder of equity securities that is found unsuitable or unqualified or denied a license, and who holds, directly or indirectly, any beneficial ownership of a gaming entity’s equity securities beyond such period of time as may be prescribed by the applicable gaming authorities may be guilty of a criminal offense. Furthermore, a gaming entity may be subject to disciplinary action if such gaming entity, after receiving notice that a person is unsuitable to be a holder of equity securities or to have any other relationship with such gaming entity or any of its subsidiaries: (i) pays that person any dividend or interest upon the securities; (ii) allows that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; (iii) pays remuneration in any form to that person for services rendered or otherwise; or (iv) fails to pursue all lawful efforts to require such unsuitable person to relinquish the securities including, if

necessary, the immediate purchase of such securities for the lesser of fair value at the time of repurchase or fair value at the time of acquisition by the unsuitable holder. In the event that disqualified holders fail to divest themselves of such securities, gaming authorities have the power to revoke or suspend the casino license or licenses related to the regulated entity that issued the securities.

Our certificate of incorporation contains provisions establishing our power to redeem the securities of unsuitable holders if (i) the holder is determined by a gaming authority, or if we have been notified by the staff of a gaming authority that it will recommend that the gaming authority determine the holder to be, unsuitable, unqualified, or disqualified to own or control such securities or unsuitable to be connected with a person engaged in gaming activities in that jurisdiction, or (ii) the holder causes us or any of our affiliates to lose or have modified, or to be threatened with the loss, suspension, condition or modification of, or who, in our sole discretion, is deemed likely to jeopardize our right or any of our affiliates’ right to the use of or entitlement to or ability to reinstate any gaming license or liquor license.

Several gaming authorities also provide that transfers of 5% or more of public gaming company securities are ineffective until approved by the relevant gaming authorities. Our certificate of incorporation also contains provisions providing that no person may become the owner of five percent (5%) or more of any class of our Common Stock unless such person agrees in writing to:

· provide to the gaming authorities information regarding such person, including without limitation, information regarding other gaming activities of such person and financial statements and disclosures, in such form, and with such updates, as may be requested or required by any gaming authority;

· respond to written or oral questions and inquiries that may be propounded by any gaming authority; and

· consent to the performance of any personal background investigation that may be required by any gaming authority, including, without limitation, an investigation of any criminal record and/or alleged criminal activity of such person.

Any purported transfer of Common Stock in violation of this these provisions shall be void ab initio.

Substantially all material loans, leases, sales of securities, and similar financing transactions by us must be reported to, and in some cases approved by, gaming authorities. We may not make a public offering of securities without the prior approval of certain gaming authorities. Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise, are subject to prior approval of gaming authorities. Entities seeking to acquire control of us or one of our subsidiaries must satisfy gaming authorities with respect to a variety of standards prior to assuming control. Gaming authorities may also require controlling stockholders, directors, officers (with respect to corporations), managers (with respect to limited liability companies), and certain other key employees having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed or qualified as part of the approval process relating to the transaction. Our certificate of

incorporation provides that neither the Company nor any other person shall transfer any shares of Common Stock or any interest, claim or charge thereon or thereto except in accordance with applicable gaming laws. The transfer of any securities in violation thereof shall be ineffective until (i) the Company shall cease to be subject to the jurisdiction of the applicable gaming authorities, or (ii) the applicable gaming authorities shall, by affirmative action, validate said issuance or transfer or waive any defect in said transfer.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers..

Pursuant to the Plan, on the Effective Date, the following persons were appointed to the Company’s board of directors: Michael G. Corrigan, Glenn C. Christenson, Stephen Deckoff, Carl C. Icahn, James L. Nelson and Hunter C. Gary. Scott C. Butera continues to serve as a director. The information regarding such directors contained in Item 5 of the Registration Statement is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in the Registration Statement, on March 5, 2010, the Company amended and restated its Certificate of Incorporation and Bylaws to reflect the forms that were approved pursuant to the Plan. The amended and restated Certificate of Incorporation is attached hereto as Exhibit 3.1, and incorporated by reference herein. The amended and restated bylaws are attached hereto as Exhibit 3.2, and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

Item 15 of the Registration Statement is incorporated herein by reference.

(d) Exhibits.

Exhibit 3.1		Amended and Restated Certificate of Incorporation of Tropicana Entertainment Inc.
Exhibit 3.2		Amended and Restated Bylaws of Tropicana Entertainment Inc.
Exhibit 4.1		Form of Stock Purchase Warrant issued to lenders under the Exit Facility.
Exhibit 10.1		Contract of Lease, dated as of August 29, 1982, between Cohn Realty Co. and Jazz Enterprises, Inc.
Exhibit 10.1(A)		Amendment of Lease, dated as of August 4, 1993, between Cohn Realty Co. and Jazz Enterprises, Inc.
Exhibit 10.2		Amended and Restated Lease Agreement, dated as of January 20, 1995, between Greenville Riverboat, LLC and Greenville Marine Corporation.
Exhibit 10.2(A)		Assignment and Assumption of Lease, dated as of October 24, 1995, between Rainbow Entertainment, Inc. and Greenville Riverboat, LLC.
Exhibit 10.2(B)		First Amendment to Amended and Restated Lease Agreement, dated as of October 26, 1995, between Greenville Marine Corporation and Greenville Riverboat, LLC.
Exhibit 10.2(C)		Second Amendment to Amended and Restated Lease Agreement, dated as of July 1, 2003, between Greenville Marine Corporation and Greenville Riverboat,

		LLC.
Exhibit 10.2(D)		Third Amendment to Amended and Restated Lease Agreement, dated March 4, 2010 between Greenville Marine Corporation and Greenville Riverboat, LLC.
Exhibit 10.3		Amended and Restated Master Agreement of Purchase and Sale, dated as of October 22, 2003, between the City of Vicksburg and Columbia Properties Vicksburg.
Exhibit 10.4		Dockage Agreement, dated as of December 29, 1992, between Greenville Yacht Club and the Cotton Club of Greenville.
Exhibit 10.4(A)		First Amendment to Dockage Agreement, dated as of April 2, 1993, between Greenville Yacht Club and the Cotton Club of Greenville.
Exhibit 10.4(B)		Second Amendment to Dockage Agreement, dated as of July 27, 1995, between Greenville Yacht Club and the Cotton Club of Greenville.
Exhibit 10.4(C)		Third Amendment to Dockage Agreement, dated as of December 22, 1997, between Greenville Yacht Club and Alpha Gulf Coast, Inc, d/b/a Bayou Caddy’s Jubilee Casino.
Exhibit 10.4(D)		Assignment of Yacht Club Dockage Agreement and License Agreement, dated as of December 17, 1997, between Greenville Casino Partners, LP and Alpha Gulf Coast, Inc, d/b/a Bayou Caddy’s Jubilee Casino.
Exhibit 10.4(E)		Consent Agreement, dated as of February 22, 2002, between JMBS Casino, LLC and Greenville Casino Partners, L.P.
Exhibit 10.4(F)		Fourth Amendment to Dockage Agreement, dated as of June 17, 2002, between Greenville Yacht Club and the JMBS Casino, LLC.
Exhibit 10.5		Lease Agreement, dated as of April 1, 1993, between City of Greenville and Cotton Club of Greensville, Inc.
Exhibit 10.5(A)		Assignment of Agreement Granting Moorage and other Rights, dated as of March 14, 2002, between Greenville Casino Partners, L.P. and JMBS Casino, LLC.
Exhibit 10.5.1		Agreement Granting Moorage, Dockage, Berthing and other Rights, dated as of April 1, 1993, between City of Greenville and Cotton of Greenville.
Exhibit 10.5.1(A)		Assignment of Agreement Granting Moorage, Dockage, Berthing and other Rights, dated as of March 14, 2002, between Greenville Casino Partners, L.P. and JMBS Casino, LLC.
Exhibit 10.6		Charter Party Agreement, dated as of January 20, 1995, between Greenville Riverboat, LLC and Caruthersville Riverboat Entertainment, Inc.
Exhibit 10.6(A)		First Amendment to Charter Party Agreement, dated as of September 24, 2003 between Caruthersville Riverboat Entertainment, Inc. and Greenville Riverboat, LLC.
Exhibit 10.6(B)		Second Amendment to Charter Party Agreement, dated as of May 23, 2005, between St. Louis Riverboat Entertainment Inc. and Greenville Riverboat, LLC.
Exhibit 10.6(C)		Third Amendment to Charter Party Agreement, dated as of May 13, 2009 by and between St. Louis Riverboat Entertainment Inc. and Greenville Riverboat, LLC.
Exhibit 10.7		Evansville Riverboat Landing Lease, dated as of May 2, 1995, by and among the City of Evansville, Indiana and Aztar Indiana Gaming Company, LLC.
Exhibit 10.7(A)		Amendment to Evansville Riverboat Landing Lease, effective as of December 1, 2001, by and among the City of Evansville, Indiana, Aztar Indiana

		Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(B)		Second Amendment to Evansville Riverboat Landing Lease, dated as of August 27, 2003, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(C)		Memorandum of Understanding, dated as of December 21, 2004, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(D)		Memorandum of Understanding, dated as of March 15, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(E)		Memorandum of Understanding, dated as of May 12, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(F)		Memorandum of Understanding, dated as of June 7, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(G)		Third Amendment to Evansville Riverboat Landing Lease, dated as of July 19, 2005, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(H)		Form of Fourth Amendment to Lease Agreement to be dated March , 2010 by and among the City of Evansville, Indiana, acting by and through the Redevelopment Commission of the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC, and Aztar Corporation.
Exhibit 10.8		Sublease Agreement dated November 24, 2008 by and between Holland & Hart, LLP, and Tropicana Entertainment, LLC (3930 Howard Hughes Pkwy, 4th Floor, Las Vegas Nevada 89169, corporate office space.
Exhibit 10.8(A)		First Amendment to Sublease Agreement dated December 18, 2008 by and between Holland & Hart, LLP, and Tropicana Entertainment, LLC.
Exhibit 10.9		Principles of Cooperation for the period covering June 20, 2005 through June 19, 2011 by and between the Seafarers Entertainment and Allied Trades Union and Catfish Queen Partnership in Commendam, d/b/a Argosy Casino of Baton Rouge, and Centroplex Convention Centre Hotel, L.L.C.
Exhibit 10.10		Memorandum of Understanding for the period covering July 1, 2006 through June 30, 2011 by and between Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Trump Taj Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino and International Union of Operating Engineers, Local Union 68 and IATSE, Local Union 917 (Entertainment)
Exhibit 10.11		Agreement for the period covering October 1, 2005 through September 30, 2008 and from year to year thereafter by and between Tropicana Casino And Resort and Teamsters Local 331 International Brotherhood of Teamsters, AFL-CIO
Exhibit 10.12		Memorandum of Understanding for the period covering July 1, 2006 through June 30, 2011 by and between Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Trump Taj

		Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino and International Union of Operating Engineers, Local Union 68 and IATSE, Local Union 917 (Local 68 - Operating Engineers - Entertainment Unit and Local 917 IATSE)
Exhibit 10.13		Agreement remaining in effective until September 14, 2009 and from year to year thereafter by and between Adamar of New Jersey, Inc., d/b/a Tropicana Casino and Resort and Unite Here Local 54
Exhibit 10.14		Memorandum of Understanding for the period covering May 1, 2006 through April 30, 2011 by and between Marina Associates; Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Resort’s International Holdings, L.L.C., f/a Atlantic City Hilton; Trump Taj Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino and International Union of Operating Engineers, Local Union 68; NJ Regional Council of Carpenters, Local Union 623 and Painters & Allied Trades District Council 711 (Union Agreement - Local 711 - Painters)
Exhibit 10.15		Memorandum of Understanding for the period covering May 1, 2006 through April 30, 2011 by and between Marina Associates; Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Resort’s International Holdings, L.L.C., f/a Atlantic City Hilton; Trump Taj Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino and International Union of Operating Engineers, Local Union 68; NJ Regional Council of Carpenters, Local Union 623 and Painters & Allied Trades District Council 711 (Union Agreement - Local 623 - Carpenters)
Exhibit 10.16		Memorandum of Understanding for the period covering May 1, 2006 through April 30, 2011 by and between Marina Associates; Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Resort’s International Holdings, L.L.C., f/a Atlantic City Hilton; Trump Taj Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino and International Union of Operating Engineers, Local Union 68; NJ Regional Council of Carpenters, Local Union 623 and Painters & Allied Trades District Council 711 (Local 68 - Operating Engineers)
Exhibit 10.17		Collective Bargaining Agreement between International Union of Operating Engineers Local 68-68A-68B, AFL-CIO and Tropicana Casino and Resort for the period covering May 1, 2006 through April 30, 2011.
Exhibit 10.18		Agreement for the period covering July 1, 2001 and continuing until June 30, 2006 and from year to year thereafter by and between Tropicana Casino & Entertainment Resort and International Union of Operating Engineers Local 66-68A-68B affiliated with the AFL-CIO, and International Alliance of Theatrical Stage Employees and Motion Picture Machine Operators of the United States of America, Local 917. (IATSE CBA)

Exhibit 10.19		Employment Agreement dated January 1, 2009 by and between Tropicana Entertainment Holdings, LLC and Scott C. Butera
Exhibit 10.19(A)		Exhibit “A” Form of Release to Employment Agreement dated January 1, 2009 by and between Tropicana Entertainment Holdings, LLC and Scott C. Butera
Exhibit 10.20		Amended and Restated Net Lease Agreement by and between Park Cattle Co. and Desert Palace, Inc. dated January 1, 2000
Exhibit 10.20(A)		Amendment and Reservation of Rights Regarding MontBleu dated April 2, 2008 by and between Park Cattle Co. and Columbia Properties Tahoe, LLC.
Exhibit 10.20(B)		MontBleu Lease Amendment No. 2 by and between Park Cattle Co. and Columbia Properties Tahoe, LLC, dated June 12, 2009
Exhibit 10.21		Purse Enhancement Agreement dated August 13, 2008 by and between New Jersey Sports & Exposition Authority and Adamar of New Jersey, Inc. d/b/a Tropicana Casino and Resort, as a member of the Casino Association of New Jersey
Exhibit 21.1		List of subsidiaries.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TROPICANA ENTERTAINMENT INC.


	/s/ Scott C. Butera
Date: March 11, 2010	Name: Scott C. Butera
	Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

Exhibit 3.1		Amended and Restated Certificate of Incorporation of Tropicana Entertainment Inc.
Exhibit 3.2		Amended and Restated Bylaws of Tropicana Entertainment Inc.
Exhibit 4.1		Form of Stock Purchase Warrant issued to lenders under the Exit Facility.
Exhibit 10.1		Contract of Lease, dated as of August 29, 1982, between Cohn Realty Co. and Jazz Enterprises, Inc.
Exhibit 10.1(A)		Amendment of Lease, dated as of August 4, 1993, between Cohn Realty Co. and Jazz Enterprises, Inc.
Exhibit 10.2		Amended and Restated Lease Agreement, dated as of January 20, 1995, between Greenville Riverboat, LLC and Greenville Marine Corporation.
Exhibit 10.2(A)		Assignment and Assumption of Lease, dated as of October 24, 1995, between Rainbow Entertainment, Inc. and Greenville Riverboat, LLC.
Exhibit 10.2(B)		First Amendment to Amended and Restated Lease Agreement, dated as of October 26, 1995, between Greenville Marine Corporation and Greenville Riverboat, LLC.
Exhibit 10.2(C)		Second Amendment to Amended and Restated Lease Agreement, dated as of July 1, 2003, between Greenville Marine Corporation and Greenville Riverboat, LLC.
Exhibit 10.2(D)		Third Amendment to Amended and Restated Lease Agreement, dated March 4, 2010 between Greenville Marine Corporation and Greenville Riverboat, LLC.
Exhibit 10.3		Amended and Restated Master Agreement of Purchase and Sale, dated as of October 22, 2003, between the City of Vicksburg and Columbia Properties Vicksburg.
Exhibit 10.4		Dockage Agreement, dated as of December 29, 1992, between Greenville Yacht Club and the Cotton Club of Greenville.
Exhibit 10.4(A)		First Amendment to Dockage Agreement, dated as of April 2, 1993, between Greenville Yacht Club and the Cotton Club of Greenville.
Exhibit 10.4(B)		Second Amendment to Dockage Agreement, dated as of July 27, 1995, between Greenville Yacht Club and the Cotton Club of Greenville.
Exhibit 10.4(C)		Third Amendment to Dockage Agreement, dated as of December 22, 1997, between Greenville Yacht Club and Alpha Gulf Coast, Inc, d/b/a Bayou Caddy’s Jubilee Casino.
Exhibit 10.4(D)		Assignment of Yacht Club Dockage Agreement and License Agreement, dated as of December 17, 1997, between Greenville Casino Partners, LP and Alpha Gulf Coast, Inc, d/b/a Bayou Caddy’s Jubilee Casino.
Exhibit 10.4(E)		Consent Agreement, dated as of February 22, 2002, between JMBS Casino, LLC and Greenville Casino Partners, L.P.
Exhibit 10.4(F)		Fourth Amendment to Dockage Agreement, dated as of June 17, 2002, between Greenville Yacht Club and the JMBS Casino, LLC.
Exhibit 10.5		Lease Agreement, dated as of April 1, 1993, between City of Greenville and Cotton Club of Greensville, Inc.
Exhibit 10.5(A)		Assignment of Agreement Granting Moorage and other Rights, dated as of March 14, 2002, between Greenville Casino Partners, L.P. and JMBS Casino,

		LLC.
Exhibit 10.5.1		Agreement Granting Moorage, Dockage, Berthing and other Rights, dated as of April 1, 1993, between City of Greenville and Cotton of Greenville.
Exhibit 10.5.1(A)		Assignment of Agreement Granting Moorage, Dockage, Berthing and other Rights, dated as of March 14, 2002, between Greenville Casino Partners, L.P. and JMBS Casino, LLC.
Exhibit 10.6		Charter Party Agreement, dated as of January 20, 1995, between Greenville Riverboat, LLC and Caruthersville Riverboat Entertainment, Inc.
Exhibit 10.6(A)		First Amendment to Charter Party Agreement, dated as of September 24, 2003 between Caruthersville Riverboat Entertainment, Inc. and Greenville Riverboat, LLC.
Exhibit 10.6(B)		Second Amendment to Charter Party Agreement, dated as of May 23, 2005, between St. Louis Riverboat Entertainment Inc. and Greenville Riverboat, LLC.
Exhibit 10.6(C)		Third Amendment to Charter Party Agreement, dated as of May 13, 2009 by and between St. Louis Riverboat Entertainment Inc. and Greenville Riverboat, LLC.
Exhibit 10.7		Evansville Riverboat Landing Lease, dated as of May 2, 1995, by and among the City of Evansville, Indiana and Aztar Indiana Gaming Company, LLC.
Exhibit 10.7(A)		Amendment to Evansville Riverboat Landing Lease, effective as of December 1, 2001, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(B)		Second Amendment to Evansville Riverboat Landing Lease, dated as of August 27, 2003, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(C)		Memorandum of Understanding, dated as of December 21, 2004, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(D)		Memorandum of Understanding, dated as of March 15, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(E)		Memorandum of Understanding, dated as of May 12, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(F)		Memorandum of Understanding, dated as of June 7, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(G)		Third Amendment to Evansville Riverboat Landing Lease, dated as of July 19, 2005, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
Exhibit 10.7(H)		Form of Fourth Amendment to Lease Agreement to be dated March , 2010 by and among the City of Evansville, Indiana, acting by and through the Redevelopment Commission of the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC, and Aztar Corporation.
Exhibit 10.8		Sublease Agreement dated November 24, 2008 by and between Holland & Hart, LLP, and Tropicana Entertainment, LLC (3930 Howard Hughes Pkwy, 4th Floor, Las Vegas Nevada 89169, corporate office space.

Exhibit 10.8(A)		First Amendment to Sublease Agreement dated December 18, 2008 by and between Holland & Hart, LLP, and Tropicana Entertainment, LLC.
Exhibit 10.9		Principles of Cooperation for the period covering June 20, 2005 through June 19, 2011 by and between the Seafarers Entertainment and Allied Trades Union and Catfish Queen Partnership in Commendam, d/b/a Argosy Casino of Baton Rouge, and Centroplex Convention Centre Hotel, L.L.C.
Exhibit 10.10		Memorandum of Understanding for the period covering July 1, 2006 through June 30, 2011 by and between Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Trump Taj Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino and International Union of Operating Engineers, Local Union 68 and IATSE, Local Union 917 (Entertainment)
Exhibit 10.11		Agreement for the period covering October 1, 2005 through September 30, 2008 and from year to year thereafter by and between Tropicana Casino And Resort and Teamsters Local 331 International Brotherhood of Teamsters, AFL-CIO
Exhibit 10.12		Memorandum of Understanding for the period covering July 1, 2006 through June 30, 2011 by and between Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Trump Taj Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino and International Union of Operating Engineers, Local Union 68 and IATSE, Local Union 917 (Local 68 - Operating Engineers - Entertainment Unit and Local 917 IATSE)
Exhibit 10.13		Agreement remaining in effective until September 14, 2009 and from year to year thereafter by and between Adamar of New Jersey, Inc., d/b/a Tropicana Casino and Resort and Unite Here Local 54
Exhibit 10.14		Memorandum of Understanding for the period covering May 1, 2006 through April 30, 2011 by and between Marina Associates; Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Resort’s International Holdings, L.L.C., f/a Atlantic City Hilton; Trump Taj Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino and International Union of Operating Engineers, Local Union 68; NJ Regional Council of Carpenters, Local Union 623 and Painters & Allied Trades District Council 711 (Union Agreement - Local 711 - Painters)
Exhibit 10.15		Memorandum of Understanding for the period covering May 1, 2006 through April 30, 2011 by and between Marina Associates; Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Resort’s International Holdings, L.L.C., f/a Atlantic City Hilton; Trump Taj Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino and International Union of Operating Engineers, Local Union 68; NJ Regional Council of Carpenters, Local Union 623 and Painters & Allied Trades District Council 711

		(Union Agreement - Local 623 - Carpenters)
Exhibit 10.16		Memorandum of Understanding for the period covering May 1, 2006 through April 30, 2011 by and between Marina Associates; Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Resort’s International Holdings, L.L.C., f/a Atlantic City Hilton; Trump Taj Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino and International Union of Operating Engineers, Local Union 68; NJ Regional Council of Carpenters, Local Union 623 and Painters & Allied Trades District Council 711 (Local 68 - Operating Engineers)
Exhibit 10.17		Collective Bargaining Agreement between International Union of Operating Engineers Local 68-68A-68B, AFL-CIO and Tropicana Casino and Resort for the period covering May 1, 2006 through April 30, 2011.
Exhibit 10.18		Agreement for the period covering July 1, 2001 and continuing until June 30, 2006 and from year to year thereafter by and between Tropicana Casino & Entertainment Resort and International Union of Operating Engineers Local 66-68A-68B affiliated with the AFL-CIO, and International Alliance of Theatrical Stage Employees and Motion Picture Machine Operators of the United States of America, Local 917. (IATSE CBA)
Exhibit 10.19		Employment Agreement dated January 1, 2009 by and between Tropicana Entertainment Holdings, LLC and Scott C. Butera
Exhibit 10.19(A)		Exhibit “A” Form of Release to Employment Agreement dated January 1, 2009 by and between Tropicana Entertainment Holdings, LLC and Scott C. Butera
Exhibit 10.20		Amended and Restated Net Lease Agreement by and between Park Cattle Co. and Desert Palace, Inc. dated January 1, 2000
Exhibit 10.20(A)		Amendment and Reservation of Rights Regarding MontBleu dated April 2, 2008 by and between Park Cattle Co. and Columbia Properties Tahoe, LLC.
Exhibit 10.20(B)		MontBleu Lease Amendment No. 2 by and between Park Cattle Co. and Columbia Properties Tahoe, LLC, dated June 12, 2009
Exhibit 10.21		Purse Enhancement Agreement dated August 13, 2008 by and between New Jersey Sports & Exposition Authority and Adamar of New Jersey, Inc. d/b/a Tropicana Casino and Resort, as a member of the Casino Association of New Jersey
Exhibit 21.1		List of subsidiaries.

Exhibit 3.1

CERTIFICATE OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
TROPICANA ENTERTAINMENT INC.

***********
Adapted in accordance with the provisions of Section 241 and Section 245 of
the General Corporation Law of the State of Delaware

***********

The undersigned, being the [President] of Tropicana Entertainment Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify as follows:

FIRST: The Corporation filed its original Certificate of Incorporation with the Delaware Secretary of State on May 11, 2009 under the name Tropicana Entertainment Inc..

SECOND: The Board of Directors of the Corporation adopted the resolution set forth below proposing the amendment and restatement to the Certificate of Incorporation (the “ Restatement ”):

“RESOLVED, that the Certificate of Incorporation of the Corporation be, and hereby is, amended and restated in its entirety in accordance with the provisions of Section 241 and Section 245 of the General Corporation Law of the State of Delaware as set forth on Exhibit A attached hereto and made a part hereof (the “ Restated Certificate ”).”

THIRD: That the Corporation has not received payment for any of its stock.

FOURTH: The Restatement was duly adopted in accordance with Section 241 and Section 245 of the General Corporation Law of the State of Delaware, by the Board of Directors of the Corporation.

* * * * *

IN WITNESS WHEREOF, the undersigned, does hereby certify under penalties of perjury that this Certificate of Amended and Restated Certificate of Incorporation Before Payment of Capital is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto set his hand this 5th day of March, 2010.

	TROPICANA ENTERTAINMENT INC.,
	a Delaware corporation


	By:
		Scott C. Butera

	Its: Chief Executive Officer and President

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

TROPICANA ENTERTAINMENT INC.

ARTICLE ONE
NAME

The name of the corporation is Tropicana Entertainment Inc. (hereinafter called the “ Corporation ”).

ARTICLE TWO
REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the state of Delaware is 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “ DGCL ”).

ARTICLE FOUR
CAPITAL STOCK

Section 1. Authorized Shares . The total number of shares of capital stock which the Corporation has the authority to issue is one hundred ten million (110,000,000) consisting of one hundred million (100,000,000) shares of common stock, all with a par value of one cent ($0.01) per share (the “ Common Stock ”), and ten million (10,000,000) shares of preferred stock, all with a par value of one cent ($0.01) per share (the “ Preferred Stock ”). The voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, in respect of the classes of stock of the Corporation are as follows:

Section 2. Preferred Stock

(a) The Preferred Stock of the Corporation may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued

and not canceled in any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized.

(b) Authority is hereby vested in the Board of Directors of the Corporation (the “ Board of Directors ”) from time to time to authorize the issuance of one or more series of Preferred Stock and, in connection with the authorization of such series, to fix by resolution or resolutions providing for the issuance of shares thereof the characteristics of each such series including, without limitation, the following:

(i) the maximum number of shares to constitute such series, which may subsequently be increased or decreased (but not below the number of shares of that series then outstanding) by resolution of the Board of Directors, the distinctive designation thereof and the stated value thereof if different than the par value thereof;

(ii) whether the shares of such series shall have voting powers, full or limited, or no voting powers, and if any, the terms of such voting powers;

(iii) the dividend rate, if any, on the shares of such series, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of capital stock and whether such dividend shall be cumulative or noncumulative;

(iv) whether the shares of such series shall be subject to redemption by the Corporation, and, if made subject to redemption, the times, prices and other terms, limitations, restrictions or conditions of such redemption;

(v) the relative amounts, and the relative rights or preference, if any, of payment in respect of shares of such series, which the holders of shares of such series shall be entitled to receive upon the liquidation, dissolution or winding-up of the Corporation;

(vi) whether or not the shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof;

(vii) whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class, classes or series, or other securities of the Corporation, and if so convertible or exchangeable, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting same;

(viii) the limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock (as defined above) or any other class or classes of stock of the Corporation ranking junior to the shares of such series either as to dividends or upon liquidation, dissolution or winding-up;

(ix) the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issuance of any additional stock (including additional shares of such series or of any other series or of any other class) ranking on a parity with or prior to the shares of such series as to dividends or distributions of assets upon liquidation, dissolution or winding-up; and

(x) any other preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall not be inconsistent with applicable law, this Certificate of Incorporation (this “ Certificate ”) or any resolution of the Board of Directors pursuant hereto.

Section 3. Common Stock

(a) Unless expressly provided by the Board of Directors of the Corporation in fixing the voting rights of any series of Preferred Stock, the holders of the outstanding shares of Common Stock shall exclusively possess all voting power for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of such stock standing in his name on the books of the Corporation. No holder of shares of Common Stock of the Corporation shall have the right to cumulate votes.

(b) Subject to the prior rights of the holders of Preferred Stock now or hereafter granted pursuant to this Certificate and applicable law, the holders of Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available for that purpose, dividends payable either in cash, stock or otherwise and other distributions, whether in respect of liquidation or dissolution (voluntary or involuntary) or otherwise.

(c) In the event of any liquidation, dissolution or winding-up of the Corporation, either voluntary or involuntary, after payment shall have been made in full to the holders of Preferred Stock of any amounts to which they may be entitled and subject to the rights of the holders of Preferred Stock now or hereafter granted pursuant to this Certificate, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share, ratably, according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders.

Section 4. Non-Voting Equity Securities

The Corporation shall not issue any class of non-voting equity securities unless and solely to the extent permitted by section 1123(a)(6) of the Bankruptcy Code as in effect on the date of filing this Certificate with the Secretary of State of the State of Delaware; provided , however , that this Section 4 of Article Four of this Certificate: (A) will have no further force and effect beyond that required under section 1123(a)(6) of the Bankruptcy Code; (B) will have such force and effect, if any, only for so long as Section 1123(a)(6) of the Bankruptcy Code is in effect and applicable to the Corporation; and (C) in all events may be amended or eliminated in accordance with applicable law from time to time in effect.

ARTICLE FIVE

[RESERVED]

ARTICLE SIX
BOARD OF DIRECTORS

Section 1. Election . Elections of directors need not be by written ballot unless the Bylaws shall so provide.

Section 2. Number . The number of directors which constitute the entire Board of Directors shall be designed by, or in the manner provided in, the Bylaws.

ARTICLE SEVEN
BYLAW AMENDMENTS

Section 1. Amendments by the Board of Directors . Subject to the rights of stockholders pursuant to Article Seven, Section 2 of this Certificate to propose the adoption, amendment or repeal and/or to adopt, amend, and repeal from time to time Bylaws made by the Board of Directors, the Board of Directors may make, adopt, amend, and repeal from time to time the Bylaws and make from time to time new Bylaws of the Corporation.

Section 2. Amendments by the Stockholders . The Stockholders of the Corporation may, upon the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the issued and outstanding shares of voting stock entitled to vote thereon (i) adopt, amend or repeal the Bylaws of the Corporation, including but not limited to, those made by the Board of Directors or (ii) make new Bylaws.

ARTICLE EIGHT
SECTION 203

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE NINE
LIMITATION OF LIABILITY

To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, no director of the Corporation shall be liable to the Corporation or its stockholders for

monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this paragraph shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

The rights conferred on any director by this Article Nine shall not be exclusive of any other rights which any director may have or hereafter acquire under law, this Certificate, the Bylaws, an agreement, vote of stockholders or otherwise. This Article Nine shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than the directors of the Corporation

ARTICLE TEN
AMENDMENT

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. To be effective, any amendment, alteration, change or repeal made to this Certificate must be approved by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3 %) of the issued and outstanding shares of voting stock entitled to vote, except for Section 4 of Article Four of this Certificate which shall require the affirmative vote of at least a majority of the issued and outstanding shares of voting stock entitled to vote.

ARTICLE ELEVEN
NOTICES

All notices referred to herein shall be in writing or electronic transmission, shall be delivered personally, by courier, facsimile, electronic transmission or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered, sent, transmitted or mailed to the Corporation at its principal executive offices and to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

ARTICLE TWELVE
REGULATORY MATTERS

Section 1. Definitions . For purposes of this Article Twelve, the following terms shall have the meanings specified below:

“ Affiliate ” shall have the meaning ascribed to such term in Rule 12b-2 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

“ Affiliated Companies ” shall mean those companies directly or indirectly affiliated or under common Ownership or Control with the Corporation, including, without limitation, subsidiaries, holding companies and intermediary companies (as those and similar terms are defined in the Gaming Laws of the applicable Gaming Jurisdictions) that are registered or licensed under applicable Gaming Laws.

“ Board Member ” shall mean any Person who is serving as a member of the Board of Directors.

“ Gaming ” or “ Gaming Activities ” shall mean the conduct of gaming and gambling activities, race books and sports pools, or the use of gaming devices, equipment and supplies in the operation of a casino, simulcasting facility, card club or other enterprise, including, without limitation, slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, cashless wagering systems and related and associated equipment and supplies.

“ Gaming Authorities ” shall mean all Governmental Authorities with authority over Gaming within any Gaming Jurisdiction, and shall include all Liquor Authorities.

“ Gaming Jurisdictions ” shall mean all jurisdictions, domestic and foreign, and their political subdivisions, in which Gaming Activities are lawfully conducted.

“ Gaming Laws ” shall mean all laws, statutes and ordinances pursuant to which any Gaming Authority possesses regulatory and licensing authority over Gaming within any Gaming Jurisdiction, all orders, decrees, rules and regulations over Gaming promulgated by such Gaming Authority thereunder, all written and unwritten policies of the Gaming Authorities, and all interpretations by the Gaming Authorities of laws, statutes, ordinances, rules and regulations.

“ Gaming Licenses ” shall mean all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises and entitlements issued by a Gaming Authority necessary for or relating to the conduct of Gaming Activities.

“ Governmental Authority ” shall mean any government or any agency, public or regulatory authority, licensing body, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any government or political subdivision thereof, in each case, whether foreign or domestic and whether national, federal, tribal, state, regional, local or municipal.

“ Liquor Authorities ” shall mean all Governmental Authorities with regulatory and licensing authority over the sale or service of alcoholic beverages within any Gaming Jurisdiction.

“ Liquor Laws ” shall mean all laws, statutes and ordinances pursuant to which any Governmental Authority possesses regulatory and licensing authority over the sale or service of alcoholic

beverages within any Gaming Jurisdiction, all rules and regulations promulgated by such Governmental Authority thereunder, all written and unwritten policies of the Liquor Authorities, and all interpretations by the Liquor Authorities of laws, statutes, ordinances, rules and regulations.

“ Liquor License ” shall mean all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises and entitlements issued by a Liquor Authority necessary for or relating to the sale or service of alcoholic beverages within any Gaming Jurisdiction.

“ Ownership or Control ” (and derivatives thereof) shall mean (i) ownership of record, (ii) “beneficial ownership” as defined in Rule 13d-3 or Rule 16a-1(a)(2) promulgated by the SEC under the Exchange Act, now or hereafter amended, (iii) the power to direct and manage, by agreement, contract, agency or other manner, the voting or management rights or disposition of the voting securities of the Corporation, and/or (iv) definitions of ownership or control under applicable Gaming Laws.

“ Person ” shall mean an/a individual, partnership, corporation, limited liability company, trust or any other entity.

“ Redemption Date ” shall mean the date set forth in the Redemption Notice by which the Securities Owned or Controlled by an Unsuitable Person are to be redeemed by the Corporation.

“ Redemption Notice ” shall mean that notice of redemption sent by the Corporation to an Unsuitable Person (or an Affiliate thereof) if (x) a Gaming Authority requires the Corporation, or (y) the Board of Directors, in its discretion and based on reasonably verifiable information or information received from a Gaming Authority, deems it necessary or advisable, to redeem such Unsuitable Person’s Securities. Each Redemption Notice shall set forth: (i) the Redemption Date; (ii) the number of shares of Common Stock or other Securities to be redeemed; (iii) the Redemption Price and the manner of payment therefor; (iv) the place where certificates for such Securities shall be surrendered for payment; and (v) any other requirements of surrender of the certificates, including how they are to be endorsed, if at all.

“ Redemption Price ” shall mean the per share price for the redemption of any Securities of the Corporation to be redeemed pursuant to this Article Twelve , which shall be that price (if any) required to be paid by the Gaming Authority making the finding of unsuitability, or if such Gaming Authority does not require a certain price per share to be paid, that sum deemed reasonable by the Board of Directors (which may include, in the Corporation’s discretion, the original purchase price per share of the securities); provided, however, the Redemption Price, unless the Gaming Authority requires otherwise, shall in no event exceed (i) the closing prices of such Security’s sales on all domestic securities exchanges on which such security may at the time be listed on the date the Redemption Notice is sent to the Unsuitable Person by the Corporation, or , if there have been no sales on any such exchange on any day, the average of the

highest bid and lowest asked prices on all such exchanges at the end of such day, or (ii) if such shares are not then listed for trading on any national securities exchange, then the closing sales price of such shares as quoted in the NASDAQ National Market System, or (iii) if the shares are not then so quoted, then the mean between the representative bid and the ask price as quoted by NASDAQ or another generally recognized reporting system, or (iv) the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by Pink OTC Markets Inc. or any similar successor organization, or (v) i f the shares are not quoted by any recognized reporting system, then the fair value thereof, as determined in good faith and in the reasonable discretion of the Board of Directors . The Redemption Price may be paid in cash, by promissory note, or both, as required by the applicable Gaming Authority and, if not so required, as the Corporation elects, provided, that in the event the Corporation elects to pay all or a portion of the Redemption Price with a promissory note, such promissory note shall have a term of three (3) years, bear interest at a rate equal to 3% per annum and amortize in thirty-six (36) equal monthly installments.

“ Securities ” shall mean the capital stock or other securities of or interests in the Corporation and any Affiliated Companies.

“ Transfer ” shall mean the sale and every other method, direct or indirect, of disposing of or parting with the Securities of the Corporation or with an interest therein, or with the possession thereof, or of fixing a lien upon the Securities of the Corporation or upon an interest therein, absolutely or conditionally, voluntarily or involuntarily, by or without judicial proceedings, as a conveyance, sale, payment, pledge, mortgage, lien, encumbrance, gift, security or otherwise.

“ Unsuitable Director ” shall mean any Board Member (i) who, in the discretion of the Board of Directors, based on reasonably verifiable information or information received from a Gaming Authority, is deemed likely to preclude or materially delay, impede, impair or jeopardize the Corporation or any Affiliated Company’s application for or ability to obtain, right to the use of or ability to reinstate or retain any Gaming License, or to result in the imposition of materially burdensome terms of or conditions on any Gaming License; (ii) who fails or refuses to fulfill its obligations as provided in Section 6 below in a timely manner; or (iii) who otherwise fails or refuses to obtain any required Gaming License or Liquor License

“ Unsuitable Person ” shall mean a Person who Owns or Controls any Securities of the Corporation or any securities of or interest in any Affiliated Company (i) that is determined by a Gaming Authority, or that has been notified by the staff of a Gaming Authority that it will recommend that the Gaming Authority determine the Person to be, unsuitable, unqualified or disqualified to Own or Control such Securities or unsuitable to be connected with a Person engaged in Gaming Activities in that Gaming Jurisdiction, or (ii) who, in the discretion of the Board of Directors, based on reasonably verifiable information or information received from a Gaming Authority, is deemed likely to preclude or materially delay, impede, impair or jeopardize the Corporation’s or any Affiliated Company’s application for or ability to obtain, right to the use of or ability to reinstate or retain any Gaming License, or to result in the imposition of materially burdensome terms of or conditions on any Gaming License .

Section 2. Ownership Restriction . No Person may become the Owner of five percent (5%) or more of any class of the Corporation ’s Securities unless such Person agrees in writing delivered to the Corporation at its registered office to:

(a) provide to the Gaming Authorities (in each Gaming Jurisdiction in which the Corporation or any Affiliated Companies either conduct Gaming Activities or have a pending gaming application) information regarding such Person, including without limitation, information regarding other Gaming Activities of such Person and financial statements and disclosures, in such form, and with such updates, as may be requested or required by any Gaming Authority;

(b) respond to written or oral questions and inquiries that may be propounded by any Gaming Authority (in each Gaming Jurisdiction in which the Corporation or any Affiliated Companies either conduct Gaming Activities or have a pending gaming application); and

(c) consent to the performance of any personal background investigation that may be required by any Gaming Authority (in each Gaming Jurisdiction in which the Corporation or any Affiliated Companies either conduct Gaming Activities or have a pending gaming application), including, without limitation, an investigation of any criminal record and/or alleged criminal activity of such Person.

Any purported Transfer of Securities in violation of this Section 2 shall be void ab initio.

The proposed transferee (in violation of this Section 2) shall not be entitled to any rights of stockholders of the Corporation, including, but not limited to, the rights to vote or to receive dividends and liquidating distributions, with respect to the Securities that were the subject of such attempted Transfer. Any Securities attempted to be Transferred in violation of this Section 2, shall continue to be registered in the name of the purported transferor.

So long as this Section 2 is in effect, each certificate evidencing Securities and each certificate issued in exchange for, or upon Transfer of, any Securities shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE CORPORATION’S CERTIFICATE OF INCORPORATION (THE “CHARTER”) INCLUDES, AMONG OTHER THINGS, TRANSFER RESTRICTIONS ON, AND OBLIGATIONS WITH RESPECT TO, THE SECURITIES OF THE CORPORATION. THE CHARTER RESTRICTS TRANSFERS THAT WOULD RESULT IN A PERSON OWNING 5% OR MORE OF THE SECURITIES, SUBJECT TO CERTAIN EXCEPTIONS. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE CHARTER, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS AND OBLIGATIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.”

Section 3. Compliance with Gaming Laws and Liquor Laws . All Securities of the Corporation shall be held subject to the requirements of the applicable Gaming Laws and Liquor Laws, in each Gaming Jurisdiction in which the Corporation or any Affiliated Companies conduct Gaming Activities, including any requirement that (i) the holder file applications for Gaming Licenses with, or provide information to, applicable Gaming Authorities, or (ii) any Transfer of such Securities may be subject to prior approval by Gaming Authorities and/or the Corporation, and any Transfer of Securities of the Corporation in violation of any such approval requirement shall not be permitted and the purported Transfer shall be void ab initio.

Section 4. Finding of Unsuitability .

(a) The Securities of the Corporation Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person shall be redeemable by the Corporation, out of assets legally available therefor, by appropriate action of the Board of Directors, (x) to the extent required by the Gaming Authority making the determination of unsuitability or (y) to the extent the Board of Directors, in its discretion and based on reasonably verifiable information or information received from a Gaming Authority, deems it necessary or advisable. If a Gaming Authority requires the Corporation, or the Board of Directors in its discretion and based on reasonably verifiable information or information received from a Gaming Authority, deems it necessary or advisable, to redeem such Securities, the Corporation shall send a Redemption Notice to the Unsuitable Person or its Affiliate and shall purchase the Securities on the Redemption Date and for the Redemption Price set forth in the Redemption Notice. Subject to last sentence of this Section 4(a), upon the date on which a Redemption Notice has been sent to an Unsuitable Person, or an Affiliate of an Unsuitable Person, and a sum sufficient to redeem such shares has been irrevocably deposited or set aside to pay the Redemption Price upon delivery of such Securities to the Corporation, such Securities called for redemption shall not be deemed outstanding for any purpose and all rights of the holder of such Securities, as such, except the right to receive the Redemption Price in respect of the Securities so redeemed, shall cease. The Unsuitable Person or its Affiliate, as the case shall be, shall surrender the certificates for any Securities to be redeemed in accordance with the requirements of the Redemption Notice. Unless otherwise required by any Gaming Authority or any applicable Gaming Laws or Liquor Laws in any Gaming Jurisdiction in which the Corporation or any Affiliated Companies either conduct Gaming Activities or have a pending gaming application, a redemption will not be effective upon delivery of a Redemption Notice, but rather will become effective forty-five (45) calendar days following the date upon which such Redemption Notice is sent (without regard to the method such Redemption Notice is sent), unless prior to the expiration of such forty-five day period, the Unsuitable Person should have sold its Securities to a Person that is not an Unsuitable Person, in which case, (i) such Redemption Notice will only apply to those Securities that have not been sold by the selling Unsuitable Person and (ii) commencing as of the date of such sale, the Securities sold by the selling Unsuitable Person shall be deemed outstanding for all purposes, and the purchaser of such Securities shall have all of the rights of a Person that is not an Unsuitable Person.

(b) Commencing on the date that a Gaming Authority serves notice of a determination of unsuitability on the Corporation or any Affiliated Company or the Corporation or any Affiliated Company loses or is threatened with the loss, suspension, condition or adverse

modification of a Gaming License or Liquor License, in either case relating to the Ownership or Control of the Securities of the Corporation by an Unsuitable Person or an Affiliate of an Unsuitable Person, and until such Securities are Owned or Controlled by Persons found by such Gaming Authority to be suitable to own them, it shall be unlawful for the Unsuitable Person or any Affiliate of an Unsuitable Person to: (i) receive any dividend, payment, distribution or interest with regard to the Securities; (ii) exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such Securities, and such Securities shall not for any purposes be included in the shares of Securities entitled to vote; (iii) receive any remuneration or economic benefit in any form from the Corporation or an Affiliated Company for services rendered or otherwise; or (iv) continue in an ownership or economic interest in, or remain as a manager, officer, director or partner of, the Company or any Affiliated Company.

Section 5. Issuance and Transfer of Shares of Securities . Neither the Corporation nor any other Person shall issue or Transfer any Securities or any interest, claim or charge thereon or thereto except in accordance with applicable Gaming Laws. The issuance or Transfer of any Securities in violation thereof shall be ineffective until such time as (i) the Corporation shall cease to be subject to the jurisdiction of the applicable Gaming Authorities, or (ii) the applicable Gaming Authorities shall, by affirmative action, validate said issuance or Transfer or waive any defect in said issuance or Transfer.

Section 6. Board Member Obligations . Every Board Member will: (i) provide to any Gaming Authority information regarding such Board Member, including without limitation thereof, information regarding other Gaming Activities of such Board Member and financial statements, in such form, and with such updates, as may be required by such Gaming Authority to determine such Board Member’s suitability to serve as a Board Member; (ii) respond to written or oral questions that may be propounded by any Gaming Authority; (iii) consent to the performance of any background investigation that may be required by any Gaming Authority, including without limitation thereto, an investigation of any criminal record of such Board Member; and (iv) if required by any Gaming Authority, apply for and obtain all appropriate licenses, permits or approvals as required by a Gaming Authority. Any Board Member who fails to comply with this Section 6 shall cease to qualify as a director and, upon such disqualification, shall cease to be a director.

Section 7. Unsuitable Directors . Notwithstanding anything to the contrary contained in this Certificate, any Board Member who is determined by the Board of Directors to be an Unsuitable Director shall automatically and immediately cease to qualify as a Board Member and, upon such disqualification, shall cease to be a Board Member.

Section 8. Indenture Restrictions . The Corporation shall cause to be placed in every indenture or other operative document relating to publicly traded securities (other than Common Stock) of the Corporation a provision on such specific terms as may be approved by the Board of Directors requiring that any Person or Affiliate of a Person who holds the indebtedness represented by that indenture or other document and is found to be unsuitable to hold such interest shall have the interest redeemed or shall dispose of the interest in the

Corporation in the manner and on the terms set forth in the indenture or other document. Any such provision as is approved by the Board of Directors shall be conclusively and irrefutably deemed for all purposes to satisfy the requirement of this Section 8 and any Person may rely on the foregoing for any purpose, including, but not limited to, for the purpose of rendering any legal opinion.

Section 9. Notices . All notices given by the Corporation pursuant to this Article Twelve, including Redemption Notices, shall be in writing and shall be deemed given when delivered by personal service or facsimile, overnight courier or first class mail, postage prepaid, to the Person’s address as shown on the Corporation’s books and records.

Section 10. Indemnification . Any Unsuitable Person and any Affiliate of an Unsuitable Person shall indemnify and hold harmless the Corporation and its Affiliated Companies for any and all costs, including attorney’s fees, losses and expenses, incurred by the Corporation and its Affiliated Companies as a result of, or arising out of, such Unsuitable Person’s or Affiliate’s continuing Ownership or Control of Securities, the failure to comply with the provisions of this Article Twelve, or failure to divest itself of any Securities in the Corporation when required to do so by Gaming Laws or this Article Twelve.

Section 11. Fiduciary Obligations; Contractual Arrangements; Etc . Nothing contained in this Article Twelve shall be construed to: (i) relieve any Unsuitable Person (or Affiliate of such Person) from any fiduciary obligation imposed by law, (ii) prohibit or affect any contractual arrangement which the Corporation may make from time to time with any holder of Securities of the Corporation to purchase all or any part of any other Securities held by them, or (iii) be in derogation of any action, past or future, which has been or may be taken by the Board of Directors or any holder of Securities with respect to the subject matter of this Article Twelve.

Section 12. Injunctive Relief . The Corporation is entitled to injunctive relief in any court of competent jurisdiction to enforce the provisions of this Article Twelve and each holder of the Common Stock of the Corporation shall be deemed to have acknowledged, by acquiring the Common Stock of the Corporation, that the failure to comply with this Article Twelve will expose the Corporation to irreparable injury for which there is no adequate remedy at law and that the Corporation is entitled to injunctive relief to enforce the provisions of this Article Twelve.

Section 13. Legend . The restrictions set forth in this Article Twelve shall be noted conspicuously on any certificate representing Securities of the Corporation in accordance with the requirements of the DGCL and applicable Gaming Laws.

Section 14. Required New Jersey Charter Provisions

(a) Notwithstanding anything to the contrary contained in this Certificate, this Certificate shall be deemed to include all provisions required by the New Jersey Casino Control Act, N.J.S.A. 5:12-1 et seq., as amended and as may hereafter be amended from time to time (the “ New Jersey Casino Control Act ”) and to the extent that anything contained herein or in the Bylaws of the Corporation is inconsistent with the New Jersey Casino Control Act, the provisions of such Act shall govern. All provisions of the New Jersey Casino Control Act, to the extent required by law to be stated in this Certificate, are herewith incorporated by reference.

(b) This Certificate shall be generally subject to the provisions of the New Jersey Casino Control Act and the rules and regulations of the New Jersey Casino Control Commission (the “ New Jersey Commission ”) promulgated thereunder. Specifically, and in accordance with the provisions of Section 82(d)(7) of the New Jersey Casino Control Act, the Securities of the Corporation are held subject to the condition that, if a holder thereof is found to be disqualified by the New Jersey Commission pursuant to the provisions of the New Jersey Casino Control Act, the holder must dispose of the Securities of the Corporation in accordance with Section 4 of this Article Twelve. Commencing on the date the New Jersey Commission serves notice upon the Corporation of the determination of disqualification of the holder, it shall be unlawful for the holder: (i) to receive any dividends or interest upon the holder’s Securities; (ii) to exercise, directly or through any trustee or nominee, any right conferred by the holder’s Securities; or (iii) to receive any remuneration in any form from the Corporation or any subsidiary of the Corporation for services rendered or otherwise.

(c) Any proposed new director or officer required to qualify pursuant to the New Jersey Casino Control Act by virtue of his or her position with the Corporation, shall not exercise any powers of the office to which the director or officer is elected or appointed until the director or officer is found qualified by the New Jersey Commission in accordance with the New Jersey Casino Control Act or the New Jersey Commission permits the director or officer to perform duties and exercise powers relating to the position pending qualification, with the understanding that, in accordance with Section 7 of this Article Twelve, the director or officer will be immediately removed from the position if the New Jersey Commission determines that there is reasonable cause to believe that the director or officer may not be qualified.

Section 15. Required Indiana Charter Provisions

(a) The Corporation shall not issue five percent (5%) or greater of any voting Securities to a Person except in accordance with the provisions of the Indiana Riverboat Gambling Act (IC 4-33) and the rules promulgated thereunder (68 IAC). The issuance of any voting Securities in violation thereof shall be void and such voting Securities shall be deemed not to be issued and outstanding until one (1) of the following occurs:

(i) The Corporation shall cease to be subject to the jurisdiction of the Indiana Gaming Commission.

(ii) The Indiana Gaming Commission shall, by affirmative action, validate said issuance or waive any defect in issuance.

(b) No voting Securities issued by the Corporation and no interest, claim, or charge of five percent (5%) or greater therein or thereto shall be transferred in any manner whatsoever except in accordance with the provisions of the Indiana Riverboat Gambling Act (IC 4-33) and rules promulgated thereunder (68 IAC). Any transfer in violation thereof shall be void until one (1) of the following occurs:

(i) The Corporation shall cease to be subject to the jurisdiction of the Indiana Gaming Commission.

(ii) The Indiana Gaming Commission shall, by affirmative action, validate said transfer or waive any defect in said transfer.

(c) If the Indiana Gaming Commission at any time determines that a holder of voting Securities of this Corporation shall be denied the application for transfer, then the issuer of such voting Securities may, within thirty (30) days after the denial, purchase such voting Securities of such denied applicant at the lesser of:

(i) the market price of the ownership interest; or

(ii) the price at which the applicant purchased the ownership interest;

unless such voting Securities are transferred to a suitable Person (as determined by the commission) within thirty (30) days after the denial of the application for transfer of ownership.

(d) Until such voting Securities are owned by Persons found by the commission to be suitable to own them, the following restrictions must be followed:

(i) The Corporation shall not be required or permitted to pay any dividend or interest with regard to the voting Securities.

(ii) The holder of such voting Securities shall not be entitled to vote on any matter as the holder of the voting Securities, and such voting Securities shall not for any purposes be included in the voting Securities of the Corporation entitled to vote.

(iii) The Corporation shall not pay any remuneration in any form to the holder of the voting Securities as provided in this paragraph.

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS

OF

TROPICANA ENTERTAINMENT INC.

A Delaware corporation
(Adopted as of March 8, 2010)

ARTICLE I

OFFICES

Section 1 Registered Office . The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware, County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2 Other Offices . The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1 Annual Meetings . An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place, if any, and/or the means of remote communication, of the annual meeting shall be determined by the board of directors of the corporation. The annual meeting may be held within or without the State of Delaware. No annual meeting of stockholders need be held if not required by the corporation’s certificate of incorporation (the “ Certificate ”) or by the General Corporation Law of the State of Delaware (the “ DGCL ”).

Section 2 Special Meetings . Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships) and may be held at such time and place, within or without the State of Delaware, and/or by means of remote communication, as shall be stated in a written notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors, the president or stockholders owning beneficially ten percent (10%) or more of the voting power of all shares entitled to vote on each issue proposed to be considere at such special meeting.

Section 3 Place of Meetings . The board of directors may designate any place, either within or without the State of Delaware, and/or by means of remote communication, as the place of meeting for any annual meeting or for any special meeting called by the board of directors, the

president or the stockholders. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4 Notice . Whenever stockholders are required or permitted to take any action at a meeting, written or printed notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by law, the Certificate or these Bylaws; provided , that in the case of a meeting called by stockholders pursuant to Section 2 above, notice of such meeting shall be provded not less than fifty (50) days prior to the date of such meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. All such notices shall be delivered, either personally, by mail, or by a form of electronic transmission consented to by the stockholder to whom the notice is given, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. If given by electronic transmission, such notice shall be deemed to be delivered (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (a) such posting and (b) the giving of such separate notice; and (c) if by any other form of electronic transmission, when directed to the stockholder. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5 Stockholders List . The officer who has charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, and/or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the

examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 6 Quorum . The holders of a majority in voting power of the issued and outstanding shares of capital stock, entitled to vote thereon, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the Certificate. If a quorum is not present, the holders of a majority in voting power of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a quorum is once present to commence a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholders or their proxies.

Section 7 Adjourned Meetings . When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8 Vote Required . When a quorum is present, the affirmative vote of the majority in voting power of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the Certificate or these Bylaws a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9 Voting Rights . Except as otherwise provided by the DGCL or by the Certificate or any amendments thereto, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of capital stock held by such stockholder.

Section 10 Proxies . Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another stockholder or stockholders to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Any proxy is revoked when the person executing the proxy is present at a meeting of stockholders and elects to vote. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11 Action by Written Consent . Unless otherwise provided in the Certificate, any action required to be taken at any annual or special meeting of stockholders of the corporation, or

any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by reputable overnight courier service, provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days after the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 12 Action by Electronic Transmission Consent. A telegram, internet, interactive voice response system or other means of electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section; provided that any such telegram, internet, interactive voice response system or other means of electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, internet, interactive voice response system or other means of electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, internet, interactive voice response system or other means of electronic transmission. The date on which such telegram, internet, interactive voice response system or other means of electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, internet, interactive voice response system or other means of electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the board of directors of the corporation.

Section 13 Inspectors . The board of directors may, and to the extent required by law shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock of the corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

Section 14 Notice Provisions for Nomination and Election of Directors .

(a) Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders (i) by or at the direction of the board of directors (or any duly authorized committee thereof) or (ii) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in this Bylaw, who is entitled to vote generally in the election of directors at the meeting and who shall have complied with the notice procedures set forth below in Section 14(b).

(b) In order for a stockholder to nominate a person for election to the board of directors of the corporation at a meeting of stockholders, such stockholder shall have delivered timely notice of such stockholder’s intent to make such nomination in writing to the secretary of the corporation. To be timely, a stockholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices of the corporation (i) in the case of an annual meeting, not less than sixty (60) nor more than ninety (90) days prior to the date of the first anniversary of the previous year’s annual meeting; provided , however , that in the event the annual meeting is scheduled to be held on a date more than thirty (30) days prior to or delayed by more than 60 days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of the 60th day prior to the annual meeting and the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made and (ii) in the case of a special meeting at which directors are to be elected, not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made. Such stockholder’s notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election as a director at such meeting: (A) the name, age, and business address of the person, (B) the principal occupation or employment of the person, and (C) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by the person; and (ii) as to the stockholder giving the notice: (A) the name and residence address of such stockholder, and (B)

the class or series and number of shares of capital stock of the corporation which are owned beneficially by such stockholder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. For purposes of this section, “ public disclosure ” shall mean disclosure in a press release reported by Dow Jones News Service, Associated Press or a comparable national news service.

Section 15 Notice Provisions for Other Business to be Conducted at an Annual Meeting .

(a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business (other than business relating to the nomination and/or election of a director, which shall be governed by Section 14 only) must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors (or any duly authorized committee thereof), (ii) brought before the meeting by or at the direction of the board of directors (or any duly authorized committee thereof) or (iii) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices of the corporation not less than sixty (60) nor more than ninety (90) days prior to the date of the first anniversary of the previous year’s annual meeting; provided , however , that in the event the annual meeting is scheduled to be held on a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of sixty (60) days prior to the annual meeting and the 10th day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting, (ii) the name and residence address of the stockholder proposing such business, and (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this section. For purposes of this section, “ public disclosure ” shall mean disclosure in a press release reported by Dow Jones News Service, Associated Press or a comparable national news service.

ARTICLE III
DIRECTORS

Section 1 General Powers . The business and affairs of the corporation shall be managed by or under the direction of the board of directors. The board of directors may exercise all such authority and powers of the corporation and do all such lawful acts and things as are not by statute or the Certificate directed or required to be exercised or done by the stockholders.

Section 2 Number, Election and Term of Office . The number of directors which shall constitute the board shall be seven. The number of directors may be changed from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of

directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation, removal or disqualification as an Unsuitable Director (as such term is defined in the Certificate) as hereinafter provided.

Section 3 Removal and Resignation . Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority in voting power of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the Certificate, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.

Section 4 Vacancies . Except as otherwise provided in the Certificate, board vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, or by the holders of a majority of the shares then entitled to vote at an election of directors. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5 Chairman of the Board . The chairman of the board shall preside at all meetings of the stockholders and of the board of directors and shall have such other powers and perform such other duties as may be prescribed to him or her by the board of directors or provided in these Bylaws.

Section 6 Annual Meetings . The annual meeting of each newly elected board of directors shall be held without notice (other than notice under these by-laws) immediately after, and at the same place, if any, as the annual meeting of stockholders.

Section 7 Other Meetings and Notice . Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place, if any, as shall from time to time be determined by resolution of the board of directors and promptly communicated to all directors then in office. Special meetings of the board of directors may be called by or at the request of the president or at least two of the directors on at least 24 hours notice to each director, either personally, by telephone, by mail, telegraph, and/or by electronic transmission. In like manner and on like notice, the president must call a special meeting on the written request of at least two of the directors promptly after receipt of such request.

Section 8 Quorum, Required Vote and Adjournment . A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. Except as otherwise required by the Certificate, each director shall be entitled to one vote. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9 Committees . The board of directors shall designate an audit committee and may designate one or more other committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation, except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 10 Committee Rules . Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 11 Regulatory Gaming Compliance Committee . The Regulatory Gaming Compliance Committee shall consist of not fewer than two members as from time to time shall be appointed by resolution of the board of directors. No members of the Regulatory Gaming Compliance Committee shall be members of the board of directors. The Regulatory Gaming Compliance Committee shall develop, implement and oversee a Gaming Compliance Program (the “Program”) with respect to: (i) monitoring compliance with gaming laws and regulations applicable to the corporations’s business and operations; (ii) performing due diligence with respect to compliance by corporation employees, officers, directors, vendors and others providing services to the corporation and its affiliates; (iii) performing due diligence with respect to proposed transactions and associations; and (iv) advising the board of directors of any gaming law compliance problems or situations which may adversely affect the regulatory good standing of the corporation in any of the jurisdictions in which it operates. The Regulatory Gaming Compliance Committee shall be responsible for the appointment, review, and replacement of a compliance officer to assist in the implementation and administration of the Program. The Regulatory Gaming Compliance Committee will be responsible for the review of information developed by the necessary departments of the corporation and coordinated by the compliance officer.

Section 12 Communications Equipment . Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 13 Waiver of Notice and Presumption of Assent . Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting, except when such member attends for the express purpose

of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 14 Action by Written Consent . Unless otherwise restricted by the Certificate, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE IV
OFFICERS

Section 1 Number . The officers of the corporation shall be elected by the board of directors and shall consist of a chief executive officer, a chief financial officer, a president, one or more vice presidents, a secretary, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors or as may be required by applicable law or governmental authorities. Any number of offices may be held by the same person, except that the chief executive officer shall not also hold the office of secretary. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of chief executive officer and secretary shall be filled as expeditiously as possible.

Section 2 Election and Term of Office . The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation, removal or disqualification as hereinafter provided.

Section 3 Removal . Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4 Vacancies . Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled for the unexpired portion of the term by the board of directors then in office.

Section 5 Compensation . Compensation of all executive officers shall be approved by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation; provided , however , that

compensation of some or all executive officers may be determined by a committee established for that purpose if so authorized by the board of directors or as required by applicable law or regulation, including any exchange or market upon which the corporation’s securities are then listed for trading or quotation.

Section 6 Chief Executive Officer and President . The chief executive officer, who shall also be the president, shall have the powers and perform the duties incident to such positions. Subject to the powers of the board of directors and the chairman of the board, the chief executive officer/president shall be in the general and active charge of the entire business and affairs of the corporation, and shall be its chief policy making officer. The chief executive officer/president shall have such other powers and perform such other duties as may be prescribed by the board of directors or provided in these Bylaws. The chief executive officer/president is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

Section 7 Chief Financial Officer . The chief financial officer, who may be alternatively titled vice president of finance (or a variation thereof), and who may also be appointed as treasurer, shall have the custody of the corporate funds and securities; shall keep full and accurate all books and accounts of the corporation as shall be necessary or desirable in accordance with applicable law or generally accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the chairman of the board or the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; shall render to the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; and shall have such powers and perform such duties as the board of directors, the chairman of the board, the chief executive officer or these Bylaws may, from time to time, prescribe. The chief financial officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

Section 8 Vice-Presidents . The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or the chairman of the board, shall, in the absence or disability of the chief executive officer, act with all of the powers and be subject to all the restrictions of the chief executive officer. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the chairman of the board, the chief executive officer, the chief financial officer or these Bylaws may, from time to time, prescribe. The vice-presidents may also be designated as executive vice-presidents or senior vice-presidents, as the board of directors may from time to time prescribe.

Section 9 Secretary and Assistant Secretaries . The secretary shall attend all meetings of the board of directors (other than executive sessions thereof) and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the

chairman of the board’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these Bylaws or by law; shall have such powers and perform such duties as the board of directors, the chairman of the board, the chief executive officer or these Bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, any of the assistant secretaries, shall in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chairman of the board, the chief executive officer or secretary may, from time to time, prescribe.

Section 10 Other Officers, Assistant Officers and Agents . Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 11 Absence or Disability of Officers . In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1 Right to Indemnification . Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “ proceeding ”), by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “ Indemnitee ”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, or in any other capacity while so serving, shall be indemnified and held harmless by the corporation to the full extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, excise taxes and penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ ERISA ”), penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith, and such indemnification shall continue as to a person who has ceased

to be a director, officer, partner, member or trustee and shall inure to the benefit of his or her heirs, executors and administrators. Each person who is or was serving as a director or officer of a subsidiary of the corporation shall be deemed to be serving, or have served, at the request of the corporation. Any indemnification (but not advancement of expenses) under this Article V (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment). Such determination shall be made with respect to a person who is a director or officer at the time of such determination (i) by a majority vote of the directors who were not parties to such proceeding (the “ Disinterested Directors ”), even though less than a quorum, (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, (iii) if there are no such Disinterested Directors, or if such Disinterested Directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

Section 2 Advancement of Expenses . Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a proceeding shall be paid by the corporation in advance of the final disposition of such proceeding upon receipt of an undertaking (only if required by Delaware law) by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that such Indemnitee is not entitled to be indemnified by the corporation as authorized in this Article V. The majority of the Disinterested Directors or a committee thereof may, in the manner set forth above, and upon approval of such Indemnitee, authorize the corporation’s counsel to represent such person, in any proceeding, whether or not the corporation is a party to such proceeding.

Section 3 Procedure for Indemnification . Any indemnification or advance of expenses (including attorneys’ fees, costs and charges) under this Article V shall be made promptly, and in any event within 30 days upon the written request of the Indemnitee (and, in the case of advance of expenses, receipt of a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Article V). The right to indemnification or advances as granted by this Article V shall be enforceable by the Indemnitee in any court of competent jurisdiction, if the corporation denies such request, in whole or in part, or if no disposition thereof is made within 30 days. Such person’s costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including attorney’s fees, costs and charges) under this Article V where the required undertaking, if any, has been received by the corporation) that the claimant has not met the standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, its independent legal counsel and its stockholders) to have made

a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), nor the fact that there has been an actual determination by the corporation (including its board of directors, a committee thereof, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to this Article V shall be the same procedure set forth in this Section 3 for directors or officers, unless otherwise set forth in the action of the board of directors providing indemnification for such employee or agent.

Section 4 Other Rights; Continuation of Right to Indemnification . The indemnification and advancement of expenses provided by this Article V shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), bylaw, agreement, vote of stockholders or Disinterested Directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the corporation, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administers of such person. All rights to indemnification under this Article V shall be deemed to be a contract between the corporation and each director or officer of the corporation who serves or served in such capacity at any time while this Article V is in effect. Any repeal or modification of this Article V or any repeal or modification of relevant provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to indemnification of such director or officer or the obligations of the corporation arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Article V, references to “the corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director or officer of such a constituent corporation or is or was serving at the request of such constituent corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article V, with respect to the resulting or surviving corporation, as he or she would if he or she had served the resulting or surviving corporation in the same capacity.

Section 5 Insurance . The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

Section 6 Reliance . Persons who after the date of the adoption of this provision become or remain directors or officers of the corporation or who, while a director or officer of the corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article V in entering into or continuing such service and such rights shall be deemed vested at the time such person commences service as a director or officer. The rights to indemnification and to the advance of expenses conferred in this Article V shall apply to claims made against an Indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 7 Employees and Agents . Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 8 Savings Clause . If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Article V as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification is available to such person pursuant to this Article V to the full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE VI
CERTIFICATES OF STOCK

Section 1 Form . Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by (1) the chairman or chief executive officer/president and (2) the secretary or an assistant secretary, of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (i) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (ii) by a registrar, other than the corporation or its employee, the signature of any such chairman, chief executive officer, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the

holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2 Lost Certificates . The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3 Fixing a Record Date for Stockholder Meetings . In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the board of directors may fix a new record date for the adjourned meeting.

Section 4 Fixing a Record Date for Action by Written Consent . In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are

recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5 Fixing a Record Date for Other Purposes . In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6 Registered Stockholders . Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7 Subscriptions for Stock . Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII
GENERAL PROVISIONS

Section 1 Dividends . Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2 Checks, Drafts or Orders . All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3 Contracts . The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4 Loans . No loans shall be contracted on behalf of the corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the board of directors or a duly appointed and authorized committee of the board of directors. Such authorization may be in the form of a signed policy or other blanket authority specified by the board of directors from time to time. When so authorized by the board of directors or such committee, any officer or agent of the corporation may effect loans and advances at any time for the corporation from any bank, trust company, or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the corporation and, when authorized as aforesaid, may mortgage, pledge, hypothecate or transfer any and all stocks, securities and other property, real or personal, at any time held by the corporation, and to that end endorse, assign and deliver the same as security for the payment of any and all loans, advances, indebtedness and liabilities of the corporation. Such authorization may be general or confined to specific instances.

Section 5 Fiscal Year . The fiscal year of the corporation shall end on December 31 of each fiscal year and may thereafter be changed by resolution of the board of directors.

Section 6 Corporate Seal . The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Notwithstanding the foregoing, no seal shall be required by virtue of this Section.

Section 7 Voting Securities Owned By Corporation . Voting securities in any other corporation held by the corporation shall be voted by the chief executive officer, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8 Inspection of Books and Records . Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person

who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9 Section Headings . Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10 Inconsistent Provisions . In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate, the DGCL or any other applicable law, the provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII
AMENDMENTS

These Bylaws may be amended, altered, changed or repealed or new Bylaws adopted only in accordance with Article Seven of the Certificate, provided, however that any vested rights to indemnification or advancement of expenses may not be amended without the consent of any person affected by such amendment.

Exhibit 4.1

THE SECURITY REPRESENTED BY THIS CERTIFICATE WAS ORIGINALLY ISSUED ON MARCH 8, 2010, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT IS NON-TRANSFERABLE, AND IS SUBJECT TO CERTAIN OTHER RESTRICTIONS SET FORTH HEREIN, AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS PURSUANT TO CERTAIN “ GAMING LAWS ” (AS DEFINED HEREIN). THE ISSUER HEREOF (AS DEFINED BELOW, THE “ COMPANY ”) RESERVES THE RIGHT TO REFUSE THE TRANSFER OF THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS WARRANT, A COPY OF WHICH SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE REGISTERED HOLDER HEREOF UPON WRITTEN REQUEST.

THE COMPANY IS CURRENTLY LICENSED OR REGISTERED OR HAS APPLIED FOR A LICENSE OR REGISTRATION WITH CERTAIN “ GAMING AUTHORITIES ” (AS DEFINED HEREIN) AND IS SUBJECT TO CERTAIN GAMING LAWS. THE PURPORTED SALE, ASSIGNMENT, TRANSFER, RESTRICTION OF TRANSFER, PLEDGE, NEGATIVE PLEDGE, GRANTING OF ANY OPTION TO PURCHASE OR OTHER SIMILAR TRANSACTION INVOLVING SUCH WARRANT SHALL BE INEFFECTIVE UNLESS IN ACCORDANCE WITH THE APPLICABLE GAMING LAWS WHICH MAY INCLUDE PRIOR APPROVAL OF ONE OR MORE GAMING AUTHORITIES. IF AT ANY TIME A REGISTERED HOLDER HEREOF BECOMES AN “ UNSUITABLE PERSON ” (AS DEFINED HEREIN), THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE SUBJECT TO REPURCHASE PURSUANT TO THE TERMS SET FORTH HEREIN. BEGINNING ON THE DATE WHEN A GAMING AUTHORITY SERVES NOTICE OF UNSUITABILITY UPON THE COMPANY, OR THE DATE WHEN THE REGISTERED HOLDER OTHERWISE BECOMES AN UNSUITABLE PERSON, IT SHALL BE UNLAWFUL FOR THE UNSUITABLE PERSON: (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL AS REQUIRED ABOVE; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE REGISTERED HOLDER’S INTEREST IN THE COMPANY; (C) TO PARTICIPATE IN THE MANAGEMENT OF THE COMPANY; (D) TO RECEIVE ANY REMUNERATION (OTHER THAN THE REPURCHASE PRICE) IN ANY FORM FROM THE COMPANY OR FROM

ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE; OR (E) TO CONTINUE IN AN OWNERSHIP OR ECONOMIC INTEREST IN THE COMPANY OR ANY “ AFFILIATED COMPANY ” (AS DEFINED HEREIN).

IN ADDITION, THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS AND RIGHTS OF REPURCHASE CONTAINED IN THE COMPANY’S ARTICLES OF INCORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

TROPICANA ENTERTAINMENT INC.

STOCK PURCHASE WARRANT

Date of Issuance: March 8, 2010

Certificate No. W-[ ]

FOR VALUE RECEIVED, Tropicana Entertainment Inc., a Delaware corporation (the “ Company ”), hereby grants to [ ] (the “ Registered Holder ”) the right to purchase from the Company [ ] shares of Warrant Stock at a price per share of $0.01 (as adjusted from time to time hereunder, the “ Exercise Price ”). This Warrant is one of several warrants (collectively, the “ Warrants ”) issued pursuant to the terms of the Credit Agreement, dated as of December 29, 2009 (the “ Credit Agreement ”), between the Company and certain lenders. Certain capitalized terms used herein are defined in Section 4 . The amount and kind of securities obtainable pursuant to the rights granted hereunder and the purchase price for such securities are subject to adjustment pursuant to the provisions contained in this Warrant.

This Warrant is subject to the following provisions:

Section 1. Exercise of Warrant .

1A. Exercise Period . The Registered Holder may exercise, in whole or in part, the purchase rights represented by this Warrant at any time and from time to time after the Date of Issuance to and including June 5, 2010 (the “ Exercise Period ”). The Company shall give the Registered Holder written notice of the expiration of the Exercise Period at least 30 days but not more than 60 days prior to the end of the Exercise Period.

1B. Exercise Procedure .

(i) This Warrant shall be deemed to have been exercised when the Company has received all of the following items (the “ Exercise Time ”):

(a) a completed Exercise Agreement, as described in paragraph 1C , executed by the Person exercising all or part of the purchase rights represented by this Warrant (the “ Purchaser ”);

(b) this Warrant; and

(c) a check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise (the “ Aggregate Exercise Price ”).

(ii) Certificates for shares of Warrant Stock purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within five business days after the date of the Exercise Time. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement.

(iii) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at the Exercise Time, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at the Exercise Time.

(iv) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax in respect thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall, upon payment of the Exercise Price therefor, be fully paid and nonassessable and free from all liens and charges with respect to the issuance thereof.

(v) The Company shall not close its books against the transfer of this Warrant or of any share of Warrant Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Warrant Stock acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect.

(vi) The Company shall assist and cooperate with any Registered Holder or Purchaser required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company).

(vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or the sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction.

(viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Warrant Stock solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Warrant Stock issuable upon the exercise of all outstanding Warrants. The Company shall take all such actions as may be necessary to assure that all such shares of Warrant Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Warrant Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of Warrant Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrants.

(ix) Upon any exercise of this Warrant, the Company may require customary investment representations from the Registered Holder and the Purchaser to assure that the issuance of the Warrant Stock hereunder shall not require registration or qualification under the Securities Act or any state securities laws.

1C. Exercise Agreement . Upon any exercise of this Warrant, the Exercise Agreement shall be substantially in the form set forth in Exhibit I hereto, except that if the shares of Warrant Stock are not to be issued in the name of the Person in whose name this Warrant is registered, the Exercise Agreement shall also state the name of the Person to whom the certificates for the shares of Warrant Stock are to be issued, and if the number of shares of Warrant Stock to be issued does not include all the shares of Warrant Stock purchasable hereunder, it shall also state the name of the Person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered. Such Exercise Agreement shall be dated the actual date of execution thereof.

1D. Exercise Subject to Gaming Approval . Notwithstanding any other provision of this Warrant, the Registered Holder of this Warrant may only exercise this Warrant upon receipt of any and all required gaming approvals, including without limitation, findings of suitability or licensing requirements from the applicable Gaming Authorities, or waivers or exemptions from such required gaming approvals (collectively, the “ Gaming Approvals ”). The costs of obtaining Gaming Approval and meeting any other requirements that the Gaming Authorities may impose in connection with such exercise shall be borne solely by the Registered Holder. The Company may require, as a condition to the exercise of this Warrant, that the Registered Holder either (a) certify to the Company that, upon exercise of this Warrant, the Registered Holder will be the beneficial owner of less than five percent (5%) of the outstanding Common Stock, or (b) submit proof of having obtained the requisite Gaming Approvals or an opinion of counsel, reasonably satisfactory to the Company, that no Gaming Approvals are required. For purposes of this Section 1D, beneficial ownership shall be determined in accordance with Rule 13d-3 under the Exchange Act.

Section 2. Adjustment of Exercise Price and Number of Shares . In order to prevent dilution of the rights granted under this Warrant, the Exercise Price shall be subject to adjustment from time to time as provided in this Section 2 , and the number of shares of Warrant

Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2 .

2A. Subdivision or Combination of Common Stock . If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of shares of Warrant Stock obtainable upon exercise of this Warrant shall be proportionately increased. If the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of shares of Warrant Stock obtainable upon exercise of this Warrant shall be proportionately decreased.

2B. Reorganization, Reclassification, Consolidation, Merger or Sale . Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets or other transaction, which in each case is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as “ Organic Change .” Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of the Warrants representing a majority of the Warrant Stock obtainable upon exercise of all Warrants then outstanding) to insure that each of the Registered Holders of the Warrants shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) the shares of Warrant Stock immediately theretofore acquirable and receivable upon the exercise of such holder’s Warrant, such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the holder had exercised this Warrant immediately prior to such Organic Change) with respect to or in exchange for the number of shares of Warrant Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance satisfactory to the Registered Holders of the Warrants representing a majority of the Warrant Stock obtainable upon exercise of all Warrants then outstanding) with respect to such holders’ rights and interests to insure that the provisions of this Section 2 and Section 3 shall thereafter be applicable to the Warrants. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the Registered Holders of Warrants representing a majority of the Warrant Stock obtainable upon exercise of all of the Warrants then outstanding), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

2C. Notices .

(i) Immediately upon any adjustment of the Exercise Price, the Company shall give written notice thereof to the Registered Holder, setting forth in reasonable detail and certifying the calculation of such adjustment.

(ii) The Company shall give written notice to the Registered Holder at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any pro rata subscription offer to holders of Common Stock or (C) for determining rights to vote with respect to any Organic Change, dissolution or liquidation.

(iii) The Company shall also give written notice to the Registered Holders at least 20 days prior to the date on which any Organic Change, dissolution or liquidation shall take place.

Section 3. Liquidating Dividends . If the Company declares or pays a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (determined in accordance with generally accepted accounting principles, consistently applied) except for a stock dividend payable in shares of Common Stock (a “ Liquidating Dividend ”), then the Company shall pay to the Registered Holder of this Warrant at the time of payment thereof the Liquidating Dividend which would have been paid to such Registered Holder on the Warrant Stock had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Liquidating Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

Section 4. Definitions . The following terms have meanings set forth below:

“ Affiliate ” shall have the meaning ascribed to such term in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

“ Affiliated Companies ” shall mean those companies directly or indirectly affiliated or under common Ownership or Control with the Company, including, without limitation, subsidiaries, holding companies and intermediary companies (as those and similar terms are defined in the Gaming Laws of the applicable Gaming Jurisdictions) that are registered or licensed under applicable Gaming Laws.

“ Board of Directors ” means the board of directors of the Company.

“ Common Stock ” means, collectively, the Company’s Common Stock and any capital stock of any class of the Company hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Company.

“ Company Debt Securities ” means any debt securities of the Company having such terms and conditions as shall be approved by the Company and, which, shall comprise all or a portion of the repurchase price.

“ Fair Value ” shall mean the value of this Warrant or the securities, assets or other property, issued pursuant to the exercise of this Warrant as determined in good faith by the Board of Directors; provided, however, if at any time such securities are traded on a securities exchange or through the Nasdaq National Market (“ Listed Common Stock ”), then the “Fair Value” shall be deemed to be the closing price of the securities on such exchange or quotation system, or, if there has been no sales on any such exchange or quotation system on any day, the average of the highest bid and lowest asked prices on such exchange or quotation system as of 4:00 p.m., New York time (the “ Listed Fair Value ”).

“ Gaming Authorities ” shall mean all Governmental Authorities with authority over Gaming within any Gaming Jurisdiction, and shall include all Liquor Authorities.

“ Gaming Jurisdictions ” shall mean all jurisdictions, domestic and foreign, and their political subdivisions, in which Gaming Activities are lawfully conducted.

“ Liquor Authorities ” shall mean all Governmental Authorities with regulatory and licensing authority over the sale or service of alcoholic beverages within any Gaming Jurisdiction.

“ Ownership or Control ” (and derivatives thereof) shall mean (i) ownership of record, (ii) “beneficial ownership” as defined in Rule 13d-3 or Rule 16a-1(a)(2) promulgated by

the SEC under the Exchange Act, (iii) the power to direct and manage, by agreement, contract, agency or other manner, the voting or management rights or disposition of securities of the Company, and/or (iv) definitions of ownership or control under applicable Gaming Laws.

“ Person ” shall mean an individual, partnership, corporation, limited liability company, trust or other entity.

“ Plan ” shall mean the First Amended Joint Plan of Reorganization of Tropicana Entertainment, LLC and Certain of Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code.

“ Redemption Date ” shall mean the date set forth in the Redemption Notice by which the securities Owned or Controlled by an Unsuitable Person are to be redeemed by the Company.

“ Redemption Notice ” shall mean that notice of redemption sent by the Company to an Unsuitable Person (or an Affiliate thereof) if (x) a Gaming Authority requires the Company, or (y) the Board of Directors, in its discretion and based on reasonably verifiable information or information received from a Gaming Authority, deems it necessary or advisable, to redeem such Unsuitable Person’s securities. Each Redemption Notice shall set forth: (i) the Redemption Date; (ii) the number of shares of securities to be redeemed; (iii) the Redemption Price and the manner of payment therefor; (iv) the place where certificates for such shares shall be surrendered for payment; and (v) any other requirements of surrender of the certificates, including how they are to be endorsed, if at all.

“ Redemption Price ” shall mean the per share price for the repurchase of this Warrant, or securities issuable upon exercise of this Warrant, pursuant to Section 7 hereof, which shall be that price (if any) required by the Gaming Authority making the finding of unsuitability to be paid, or if such Gaming Authority does not require a certain price per share to be paid, the Redemption Price shall be equal to the lesser of the Fair Value of the Repurchase Securities on the Date of Issuance or the Fair Value of the Repurchase Securities on the Redemption Date.

“ Unsuitable Person ” shall mean a Person who Owns or Controls any securities of the Company or any securities of or interest in any Affiliated Company (i) that is determined by a Gaming Authority, or that has been notified by the staff of a Gaming Authority that it will recommend that the Gaming Authority determine the Person to be, unsuitable, unqualified or disqualified to Own or Control such securities or unsuitable to be connected with a Person engaged in Gaming Activities in that Gaming Jurisdiction, or (ii) who, in the discretion of the Board of Directors, based on reasonably verifiable information or information received from a Gaming Authority, is deemed likely to preclude or materially delay, impede, impair or jeopardize the Company’s or any Affiliated Company’s application for or ability to obtain, right to the use of or ability to reinstate or retain any Gaming License, or to result in the imposition of materially burdensome terms of or conditions on any Gaming License

“ Warrant Stock ” means the Company’s Common Stock, par value $0.01 per share; provided that if there is a change such that the securities issuable upon exercise of the Warrants

are issued by an entity other than the Company or there is a change in the type or class of securities so issuable, then the term “Warrant Stock” shall mean one share of the security issuable upon exercise of the Warrants if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.

Other capitalized terms used in this Warrant but not defined herein shall have the meanings set forth in the Plan.

Section 5. No Voting Rights; Limitations of Liability . This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision hereof, in the absence of affirmative action by the Registered Holder to purchase Warrant Stock, and no enumeration herein of the rights or privileges of the Registered Holder shall give rise to any liability of such holder for the Exercise Price of Warrant Stock acquirable by exercise hereof or as a stockholder of the Company.

Section 6. Warrant Not Transferable . This Warrant is not transferable, in whole or in part. This Warrant may only be exercised by the Registered Holder hereof.

Section 7. Repurchase of Warrants . If at any time (x) a Gaming Authority finds that a Registered Holder hereof is an Unsuitable Person, or (y) the Board of Directors, in its discretion and based on reasonably verifiable information or information received from a Gaming Authority deems it necessary or advisable, this Warrant and the securities issuable upon exercise of this Warrant (together, the “ Repurchase Securities ”) shall be subject to repurchase by the Company at any time at the sole discretion of the Company. The terms and conditions of such repurchase shall be as follows:

1. the Company shall serve a Redemption Notice on the Registered Holder and shall purchase this Warrant or the securities issuable upon exercise of this Warrant on the Redemption Date and for the Redemption Price set forth in the Redemption Notice;

2. from and after the Redemption Date, such securities shall no longer be deemed to be outstanding and all rights of the Unsuitable Person or any Affiliate of the Unsuitable Person therein, other than the right to receive the Redemption Price, shall cease;

3. the Unsuitable Person shall surrender the certificates for any securities to be redeemed in accordance with the requirements of the Redemption Notice;

4. t he Redemption Price may be paid in cash, or Company Debt Securities , or both, as required by the applicable Gaming Authority and, if not so required, as the Company elects in its sole discretion;

5. if less than all of the Repurchase Securities held or otherwise owned by a Registered Holder are to be repurchased, the Repurchase Securities to be repurchased shall be selected in such manner as shall be determined by the

Company’s in its sole discretion, which may include selection of the most recently acquired Repurchase Securities, selection of Repurchase Securities by lot, or selection of Repurchase Securities in such other manner as shall be determined by the Company;

6. beginning on the date when a Gaming Authority serves notice of unsuitability on the Company, or the date when the Registered Holder hereof otherwise become an Unsuitable Holder, it shall be unlawful for the Unsuitable Holder (a) to receive any dividend or interest or any payment or distribution of any kind, including of any share of the distribution of profits or cash or any other property, or payments upon dissolution, from the Company, other than a return of capital as required above, (b) to exercise directly or through any proxy, trustee or nominee any voting right conferred by the Registered Holder’s interest in the company, (c) to participate in the management of the Company or (d) to receive any remuneration (other than the Repurchase Price) in any form the Company or from any company holding a gaming license for services rendered or otherwise; and

7. other such terms and conditions as the Company shall determine in its sole discretion.

Section 8. Warrant Exchangeable for Different Denominations . This Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights hereunder, and each of such new Warrants shall represent such portion of such rights as is designated by the Registered Holder at the time of such surrender. The date the Company initially issues this Warrant shall be deemed to be the “ Date of Issuance ” hereof regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant shall be issued. All Warrants representing portions of the rights hereunder are referred to herein as the “ Warrants .”

Section 9. Replacement . Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Registered Holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing this Warrant, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company ( provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Company shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

Section 10. Notices . Except as otherwise expressly provided herein, all notices, demands or other communications referred to in this Warrant shall be in writing and shall be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent

to the recipient by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; but if not, then on the next business day, (iii) one business day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three days after it is mailed to the recipient by first class mail, return receipt requested, and shall be addressed (a) to the Company, at its principal executive offices and (b) to the Registered Holder of this Warrant, at such holder’s address as it appears in the records of the Company (unless otherwise indicated by any such holder).

Section 11. Amendment and Waiver . Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Registered Holders of Warrants representing a majority of the shares of Warrant Stock obtainable upon exercise of the Warrants; provided that no such action may change the Exercise Price of the Warrants or the number of shares or class of stock obtainable upon exercise of each Warrant without the written consent of the Registered Holders of Warrants representing at least 80% of the shares of Warrant Stock obtainable upon exercise of the Warrants.

Section 12. Descriptive Headings; Governing Law . The descriptive headings of the several Sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The corporation laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by the internal law of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.

* * * *

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officers under its corporate seal and to be dated the Date of Issuance hereof.

	TROPICANA ENTERTAINMENT INC.

	By
		Scott C. Butera, President and CEO


[ Corporate Seal ]

Attest: Marc Rubinstein


Secretary

Penny Warrant

EXHIBIT I

EXERCISE AGREEMENT

		Dated:

To:	Tropicana Entertainment Inc.
	Attn: Marc Rubinstein
	3930 Howard Hughes Parkway, 4 th Floor
	Las Vegas, NV 89169
	Fax: (702)589-3889
	E-mail: mrubinstein@tropicanaentertainment.com

The undersigned, pursuant to the provisions set forth in the attached Warrant (Certificate No. W-[ ]), hereby agrees to subscribe for the purchase of [ ] shares of the Warrant Stock covered by such Warrant and makes payment herewith in full therefor at the price per share provided by such Warrant.

	Signature

	Address

Penny Warrant

EXHIBIT 10.1

(Illegible)

		Sch A, Parcel II H
		ALSO Sch B-II, C.5,
		b-i.

CONTRACT OF LEASE	UNITED STATES OF AMERICA

By: COHN REALTY CO., INC.	STATE OF LOUISIANA

In Favour of: PAUL H. DUE’	PARISM OF EAST BATON ROUGE
RICHARD J. DODSON, JOHN W.
DECRAVILLES, DAVID W. ROBINSON	CITY OF BATON ROUGE
and CHESTER J. (Illegible)

BE IT KNOWN, that on the date shown below

BEFORE ME, the undersigned Notaries Public, duly commissioned and qualified in and for their respective Parishes, State of Louisiana, therein residing and in the presence of the undersigned competant witnesses:

PERSONALLY CAME AND APPEARED:

COHN REALTY CO., INC., a Louisiana corporation domiciled in the Parish of East Baton Rouge, herein represented by its duly authorized and empowered President, Dr. Isidore Cohn, Jr., hereunto duly authorized by a resolution adopted by the Board of Directors of the said Cohn Realty Co., Inc., held at its office in the City of Baton Rouge, Louisiana, on the 26 th day of April,1982, a certified copy of which is attached hereto and made a part hereof, (hereinafter called “LESSOR”) and

PAUL H. DUE’, RICHARD J. DODSON, JOHN W. DECRAVLLES, DAVID W. ROBINSON and CHESTER J. CASKEY, residents of lawful age of Baton Rouge, East Baton Rouge Parish, Louisiana, whose permanent mailing address is One Maritime Plaza, (hereinafter called “LESSEE”).

And said appearers declared that they have entered into and do hereby enter into a contract of lease in words and figures subject to the following terms and conditions, to-wit:

1. DESCRIPTION OF LEASED PREMISES. Lessor covenants that for and in consideration of the rents hereinafter stipulated to be paid by Lessee, Lessor has leased, let and demised, and done by these presents Lease, let and demise to Lessee, its successors and assigns, the following described property located in the Parish of East Baton Rouge, Louisiana, to-wit:

That certain square of ground with all improvements thereon measuring approximately sixty four feet (64’) by one hundred twenty eight feet (128’) bounded on the North by France Street, on the South by LOT TWO (2) of SQUARE 6 or 8 of Beauregard Town, on the East by Front Street (formerly (Illegilbe) Street), and being identified as LOT NUMBER ONE (1), SQUARE 6 or 8, BEAUREGARD TOWN, Parish of East Baton Rouge

2. PEACEFUL POSSESSION. Lessor warrants and convenants that it is the sole owner in fee simple of the hereinabove described property, that it has full right and authority to make this lease of the hereinabove described property and the every part and parcel thereof and that the said property is unencumbered by any mortgage or lien or whatsoever nature which will prejudice these presents, except such (Illegible) restrictions as may be provided by law and this lease shall be subject to such restrictions. Lessor further convenants that, if Lessee should fully observe and perform all of the convenants, conditions and stipulations of this lease to be by it observed and performed, Lessee will be maintained by Lessor in the peaceful and undisturbed possession and enjoyment of the leased premises during the term hereof as is or may be required by law.

3. DELIVERY OF POSSESSION. Lessor convenants that it will deliver possession of the leased premises to Lessee on the commencement date of this lease.

4. TERM. The primary term of this lease shall be seventeen (17) years, beginning on the first day of August,1983.

5. RENTALS.

(a) Lessee shall, during the first five (5) years of the primary term of this lease, pay to the Lessor at ROSENTHAL & ASSOCIATES, 751 Court Street (P.O. Box 718). Port Allen, Louisiana 70767, or at such other place as Lessor may, from time to time, in writing designate, a basic annual rental of THIRTEEN THOUSAND SIX HUNDRED NINETY SIX AND NO/100 ($13,696.00) DOLLARS payable in equal monthly installments of ONE THOUSAND ONE HUNDRED FORTY ONE AND 33/100 ($1,141.33) DOLLARS on the first day of each month during the course of the year, for each of said first five years.

(b) There shall be a reevaluation and increase of the basic annual rent on August 1, of each 5 th year following commencement date

of this Lease. The first reevaluation and increase of the basic annual rental shall be five years after the commencement of this lease or on May 1, 1987 and thereafter a reevaluation and increase shall be on May 1 of each fifth year thereafter, all as illustrated on Exhibit C attached hereto. This reevaluation and increase shall be based on the Consumer Price Index (“CPI”), which is the average of “all items” shown on the “U.S. City average for urban wage earners and clerical workers (including single workers) all items, groups, sub-groups and special groups of items” as promulgated by the Bureau of the Labor Statistics of the United States Department of Labor. If the CPI on the commencement date of this Lease is less than the CPI on the first day of each fifth calendar year during the term or extension hereof, then Lessee shall pay Lessor, in addition to the basic annual rent, 25% of the basic annual rent multiplied by the percentage of increases by which the CPI at the beginning of each fifth calendar year exceeds the CPI on the commencement date of the preceding five year period. Until the CPI is available for the beginning of any five year period, Lessee shall in good faith estimate the CPI and pay rental based on that estimate until the CPI is available, at which time the rental for the remainder of that five year period shall be permanently adjusted and any differences in amounts paid based on the estimated CPI shall be promptly paid by Lessee or refunded by Lessor. No change in the CPI shall reduce the annual rent below the basic annual rent for the preceding five year period. In the event that the Bureau of Labor Statistics shall change the base period (now 1967) and commence a new series of index numbers after this lease commences, then the new index numbers may be used provided the index number for the month prior to the commencement date of this lease is adjusted to reflect its true relationship with the index numbers under the new base period. For example, if the Bureau of Labor Statistics would have determined to change the base year and commence a new series of index numbers starting at 100 when the consumer price index under the 1967 base year reach 300, then the true relationship between the old index numbers and the new index numbers

would be that the old series must be divided by three (3) in order to be used in the same computation with the new index numbers.

In the event that the CPI (or successor or substitute index) is not available, a reliable governmental or other non-(Illegible) publication evaluating the information theretofore used in determining the CPI shall be used in lieu of such CPI. Attached hereto as Exhibit A is an example of how the above calculations are to be made; this example is provided as an illustration of methodology only.

(c) On August 1 of the thirtieth year following the commencement date of this lease, the rental payable hereunder shall be totally revised on the basis of an appraisal. The subject property shall be appraised as warehouse space in its unimproved state (as if Lessee had made no improvements). In other words, the appraisal shall reflect the characteristics, amenities and features of the property as of the date of this agreement, and be revised to reflect the market conditions for use as warehouse space at the time of the appraisal contemplated herein thirty years hence.

The revised rents for this lease shall be fixed at seventy (70%) percent of the appraised rental value of the warehouse space of the building. In order to establish this figure, each party hereto shall appoint a qualified appraiser of real estate to appraise such space. In the event that the appraisers fail to reach a mutually agreed upon amount, the two appraisers shall select a third qualified appraiser, the appraisal of whom shall be final. If no third appraiser can be agreed upon within thirty (30) days, then the appraised warehouse rental value shall be determined by a Court of competent jurisdiction and the new rent shall be seventy (70%) percent thereof. Attached hereto as Exhibit B is an example of how the above calculations are to be made; this example is provided as an illustration of methodology only.

In the event that seventy (70%) percent of the appraised rental value is less than the rental computed in accordance with sub-paragraph (b) above, the rental as determined by sub-paragraph (b) shall apply.

(d) The rental amount established under sub-paragraph (c) above shall be adjusted every five (5) years according to the provisions of sub-paragraph (b) above.

6. OPTIONS TO RENEW. Leasee shall have the right and option of renewing and extending this lease for an initial extension of three (3) years and then eight (8) additional periods of ten (10) years each, on the same terms and conditions as are set forth herein below in this Paragraph 6. Such options shall be automatically exercised unless Leasee gives written notice to Lessor of its intention not to exercise same on or before ninety (90) days prior to the end of the primary term to the term of the then effective extension or renewal period, which-ever is applicable.

The basic annual and the additional rentals for each five (5) year period during said extension or removal periods shall be computed under the same formula as the basic annual and the additional rentals for the second five (5) years of the primary term, adjusted every five (5) years using the index at the beginning and end of each five (5) year period.

Attached as Exhibit “C” is an example of the applicable rentals for the seventeen (17) year primary term, the initial three (3) year extension, and the eight (8) additional periods of Ten (10) years each.

7. INTEREST ON RENT. Any installment of rent which shall not be paid when due shall bear interest at the rate of eight (8%) per cent per annum from due date when such payment should have been paid.

8. LESSEE TO PAY AD VALORM TAXES. As part of the consideration for this lease and in addition to the rents and other payments herein provided, Lassee shall, before they become delinquent, pay all lawful ad valoram taxes, assessments, forced contributions, and other govermental charges in the nature thereof, general and special, ordinary and extraordinary, of every nature and kind whatsoever, which may be levied, assumed or imposed upon the leased premises or any building or other improvements hereafter erected on the leased premises, but not further or otherwise, it being the intent hereof that Lease is obligated to pay only such taxes, levies and assessments as may be directly

levied, assessed or imposed upon or against said leased premises and any building hereafter erected or other improvements hereafter made on the leased premises; provided, that such taxes for the first year of this lease and for the last year of the lease or extension or renewal, as the case may be shall be prorated between Lessor and Lessee based on their respective periods of occupancy. Nothing in this lease contained shall require Lessee to pay any franchise tax, gift tax, estate tax inheritance tax or other death tax or capital levy or transfer tax levied or assessed against Lessor on any income, excess profits, or revenue tax or any other tax assessment, charge or levy of transfer tax levied or assessed against Lessor on any income, excess profits, or revenue tax or any other tax assessment, charge or levy of Lessor upon the rents payable by Lessee under this lease, and if Lessee is required by law to any of the same, Lessor shall reimburse Lessee with interest at the rate of eight (8%) percent per annum, or any sum so paid may be deducted from the rents due hereunder.

9. PRIORITY OF LEASE AND RIGHT OF FIRST REFUSAL. Lessor covenants that in case Lessor shall at any time hereafter alienate or encumber the leased premises or any part or parcel thereof, such sale or encumbrance shall be made expressly subject and subordinate to the provisions of this lease and to the rights of lessee hereunder. If at any time during the primary term of this Lease or renewal period,and provided Lessee is not in default of this lease, Lessor shall, before it sells all or any portion of the property, give Lessee in writing the option to purchase the property or portion thereof on the same terms and conditions. Such option must be exercised by Lessee by notice in writing forty-five (45) days and the closing must take place within thirty (30) days after the date of such notice. If lessee fails to exercise such option or to close the sale timely, Lessor shall be free to sell the property on those same terms and conditions, but subject to this lease.

10. HOLD HARMLESS. Lessee will at all times during the term of this lease save harmless Lessor and the leased premises and the improvements thereon from all taxes, assessments, forced contributions and charges provided in paragraph 8 hereinabove to be paid by Lessee, and from all liens and penalties in conjunction therewith, and from all

public requirements with respect to the construction, reconstruction maintenance or repair of streets and sidewalls adjacent to the leased premises; and upon written application of Lessor, Lessee shall furnish to Lessor for inspection and such other use as may be proper for the protection of lessor’s interest in the leased premises, written evidence that any and all of the taxes, agreements, forced contributions and charges hereinabove set forth in Paragraph 8 hereof to be paid by lessee have been duly satisfied and paid, or otherwise discharged.

Nothing herein contained, however, shall be construed as preventing or interfering with the contestation by Lessee, at its own expense, of any tax, assessment, forced contribution, charge, lien or claim or any kind in respect to the leased premises or any building or other improvement, now or hereafter situated thereon, which may be considered by Lessee to be unlawful or excessive, and for that purpose Leasee may sue or defend, in its own name or in the name of Lessor, as the case may require, but the Lessee shall, if the Lessor in writing requires the same, furnish reasonable security for the payment of all liability, costs, and expense at the end of the litigation, and Lessee so long as the matter shall remain undetermined by final judgment, shall not be considered in default hereunder for the nonpayment thereof; provided, however, that Lessor may not, under the provisions of this Paragraph permit the leased premises or any building or other improvement now or hereafter situated thereon to be sold or forfeited, and any sale or forfeiture shall be deemed to be a default hereunder.

11. LESSEE TO COMPLY WITH LAW. During the term hereof Lessee shall conform to and observe all laws, ordinances, rules and regulations of the United States of America, State of Louisiana and the Parish of East Baton Rouge, and all public authorities, boards or offices relating to the leased premises or the improvements upon same, or the use thereof, and will not during said term permit the same to be used for any illegal or immoral purposes, business or occupation; provided that nothing herein contained shall be construed as preventing or interfering with the contestation by Lessee, at its own expense, of any such law or ordinance, and for that purpose Lessee may one or

defend, in its own name or in the name of Lessor, as the case may require, but Lessee shall, if Lessor in writing requires name, furnish to Lessor reasonable security for the payment of all liability, costs and expense at the end of the litigation, and Lessee, so long as the matter shall remain undetermined by final judgement, shall not be considered in default in the nonobservance thereof.

12. OBLIGATION OF LESSEE TO DEVELOP LEASED PREMISES. Lessee hereby agrees that it will go forward with the renovation and development of the property herein leased for commercial office, retail store, restaurant purposes or for any other lawful purpose as soon as practical and Lessee further agrees that upon undertaking the construction of any renovation and development work, and upon completion of same that it will be free of mechanics’, contractors’, subcontractors’, materialmens’, laborers’, and other liens or the possibility thereof. Lessee further agrees not to commence construction of any development on said property until such time as Lessee shall have furnished to Lessor certificates of Owners, Landlords and Tenants and Construction Liability insurance, with minimum policy limits of $500,000 per occurrence, naming Lessor as an additional insured party at interest. All such certificates shall contain a provision whereby the Lessor shall be entitled to ten (10) days notice of cancellation. Lessor shall have the right to review and approve all plans and specifications prior to the commencement of any such work. Upon submission by Lessee of plans and specifications, Lessor shall have twenty (20) days to notify Lessees of any objection. After the twenty (20) days period has elapsed and Lessee has not been notified in writing of any specific objection, Lessee may unequivocally assume that Lessor has approved the plans and specifications. Lessor’s approval shall not be unreasonably withheld.

13. LESSEE TO MAINTAIN INSURANCE. Lessee covenants and agrees that Lessee will, throughout the term of this lease, at Lessee’s cost and expense, maintain the Owners’, Landlords and Tenants insurance described in Paragraph 12, and will keep all buildings and improvements on the leased premises insured in good and solvent insurance companies, legally authorised to transact business in the State of Louisiana,

against damage or destruction by fire, or other hazards covered by normal extended insurance coverage, subject to the usual and customary exclusions and limitation, is an amount equal to 80%, or the maximum obtainable, of the insurable value of said buildings and improvements, with the addition of a replacement cost endorsement. However, if insurance coverage is not available in the amount set forth herein-above, then Lessee covenants and agrees that it will at all times, at its cost and expense, keep all buildings and improvements on the leased premises insured in the maximum amount obtainable. Lessee covenants and agrees that it will not do or omit to do anything which would vitiate the insurance hereinabove in this paragraph provided for, or which would prevent the obtaining thereof. Lessee will carry its policies of insurance with Lessor also named as an insured and will furnish Lessor with certificates of insurance upon request for same. All such certificates shall contain a provision whereby the Lessor shall be entitled to ten days notice of cancellation.

Lessor and Lessee agree that in the event of any loss or damage to the building on the leased premises, or of the contents, improvements, fixtures or equipment of Leases located therein, by fire or any other perils which lessor and Lessee have insured against or have obligated themselves under this lease to insure against, regardless of the cause thereof, and whether or not the same be caused by the carelessness or negligence of Lessor or Lessee, their respective servants, employees, agents, invitees, visitors or licensees. Neither Lessor, Lessee nor their respective insurance carrier shall have any right of subrogation over or against the other, their servants, employees, agents, invitees, visitors or licensees, for any such damage or loss so sustained. Neither Lessor nor Lessee shall be under obligation to pay any amount to the other, its successors or assigns, or to pay any amount to the insurance company issuing the policy of insurance for the amount of insurance or damages even though the loss or damage is caused by the negligence of the other, its agents, servants, invitees, employees, visitors or licensees. Lessor and Lessee shall each cause its respective insurance carrier or carriers to waive rights of subrogation

in conformity with the terms of this lease and shall promptly furnish each other with proper endorsements or appropriate evidence with respect thereto.

14. LESSEE TO COMPLY WITH LAWS, ORDINANCES, ETC., IN DEMOLITION OR CONSTRUCTION WORK. In the demolition, excavating for, and construction of any building or buildings on the premises covered by this lease, and in the removing, rebuilding, repairs, altering, addition to or extending any party walls and foundations, Lessee will conform to and observe all laws, applicable thereto, and will further protect all buildings on adjacent premises to the extent required by laws, ordinances, building codes, rules and regulations, and at all times will keep Lessor and the premises hereby leased indemnified against and discharged of any charge or liability in favor of the owners of such adjacent premises arising out of such operations by Lessee, and will pay and discharge all liability and damages occasioned to any person or persons resulting from such demolition, excavation or construction or from such removing, rebuilding, repairing, altering, addition or extending any such party walls foundations.

15. LESSEE TO HOLD LESSOR HARMLESS AGAINST LIENS, JUDGEMENT OR ENCUMBRANCES. Lessee will indemnify and hold harmless Lessor from and against the payment of all loss, damages, legal costs and charges, inclusive of counsel fees, by Lessor lawfully and reasonably incurred or expended in or about the prosecution or defense of any suit or other proceeding in the discharging of the leased premises, or any party thereof, from any lien, judgment or encumbrance created, or permitted to be created, by Lessee upon, or against the same or against Lessee’s leasehold estate (except mortgage liens placed on such leasehold estate by Lessee), and also any costs and charges, inclusive of counsel fees, incurred on account of proceedings by Lessor in obtaining possession of the premises covered by this lease after the termination of the lease by forfeiture or otherwise.

16. LESSEE TO KEEP BUILDING IN REPAIR. Lessee shall at all times during the term of this lease, and at its own expense, keep all buildings and improvements situated on the premises covered by this

lease, except for the structural components of the roof and the exterior walls, in good order, condition and repair, ordinary wear and tear excepted, and shall at all times save and keep Lessor free and harmless from any and all damages or liability, occasioned by any act or neglect of Lessee, or any agent or employee of Lessee or any tenant or person holding under Lessee, and shall indemnify and save harmless Lessor against and from any loss, costs, damage and expenses arising out of or in connection with the erection of any building or improvement upon said premises, or out of any accident or injury to any person or damage to property, whomsoever and whatever, due directly or indirectly to the use of said premises, or any part thereof, by Lessee, or any other person or persons holding under Lessee, unless such accident, injury or damage results from the active negligence or willful act of Lessor. For purposes of clarification, attached as Exhibits are examples of the type of roof and exterior wall maintenance required by Lessee and Lessor.

17. LESSOR MAY PAY TAXES, INSURANCE PREMIUMS, ETC., FOR LESSEE’S ACCOUNT. In case of any default on the part of Lessee in the payment of any taxes, assessments, forced contribution, public charges or premiums on insurance, or the payment of any amount herein provided to be paid (other than amounts payable as rents) or in procuring insurance as herein provided, Lessor may, on behalf of Lessee, make any such payment or payments, or procure any such insurance, and Lessee covenants thereupon to reimburse and pay Lessor any amount reasonably so paid and expended (with interest thereon at the rate of eight (8%) percent per annum from the date of the payment so made until paid by Lessee) on the date on which the next installment of rent shall be payable. Any demand for rent or other payment made on Lessee, after the same shall have become due and payable, shall have the same force and effect as though made at the time of its becoming due and payable.

18. SALE, ASSIGNMENT OR SUBLEASE OF LEASE. So long as Lessee shall not be in default of any of its obligations under this lease agreement, it shall have the full right to sell or assign this lease to any other person, firm or corporation capable of accepting such sale or

assignment. No sale or assignment shall be made of less than the whole of the lease for the whole unexpired term thereof. The right to sell or assign this lease conveyed herein and the right to sublease the whole of the leased premises is conditioned upon first obtaining approval in writing to such sale, assignment or sublease from Lessor, provided, however, that Lessor may not arbitrarily refuse to approve and accept a bona fide purchaser, assignee or sublessee of good character and sound financial standing. Lessee notwithstanding such sale or assignment, shall remain liable for the payment of the monthly rents and other charges stipulated by this lease for the remainder of the primary term or renewal and the performance and observance of all of the covenants, conditions, and stipulations herein give expressed, and contained on the part and behalf of Lessee to be performed and observed. Any purchaser or assignee of Lessee may, subject to the provisions hereof and upon the same terms and conditions, sell or assign the leasehold, and like subsequent sales or assignments may be made from time to time by any one at any time holding the leasehold.

Lessee shall have the right to sublease from time to time and at any time any part of the premises covered by this lease, provided it is less than the whole of the leased premises and/or any part of the buildings or other improvements thereon to any person, firm or corporation capable of taking such sublease upon such terms, stipulations, and conditions as Lessee may determine. The right of Lessee to sublease a part of the leased premises and/or buildings located thereon is not conditioned on the prior consent or permission of Lessor.

Any such sale, assignment or sub-lease shall be made subject to all of the provisions contained in this lease.

19. LESSOR TO JOIN IN APPLICATIONS FOR PERMITS, LICENSES, ETC. Lessor agrees that within ten (10) days after the receipt of written request from Lessee it will join in any and all applications for permits, licenses, zoning classification charges, designation of the property as an historical site, or other authorizations required by any governmental or other body claiming jurisdiction in connection with any work or repair and/or alternations and changes or erection which Lessee

may do hereunder, and will also join in such applications for electric, telephone, gas, water, (Illegibe) and other public utilities and facilities as may be reasonably necessary in the operation of the premises covered by this lease or of the buildings and improvements that may erected thereon.

20. LESSEE ENTITLED TO SALVAGE. All material and salvage resulting from any repair, alteration or change shall become and be the property of Lessee without payment of any compensation therefor to Lessor.

21. RIGHTS OF LESSEE NOT LIMITED BY ENUMERATION. The foregoing and succeeding enumeration of rights of Lessee is not intended in anyway to limit or restrict the rights of Lessee to these listed or enumerated in this lease agreement, but to the contrary it is expressly recognized that Lessee shall have all of the rights and privileges granted to it in any part of this lease or to which it would otherwise be entitled by law if not herein specifically denied.

22. RIGHT OF LESSEE TO MORTAGE LEASEHOLD. Lessee may at any time and from time to time as it may see fit, subject always to the terms and conditions of this lease, in any legal manner, mortgage or otherwise hypothecate its leasehold estate and/or its interest or rights hereunder or any part thereof for a period not extending beyond the term of this lease plus any renewals thereof. Lessee will deliver the leased premises to the Lessor free and clear of all mortgages and encumbrances at the end of the terms of this lease.

23. EFFECT OF WAIVER OF BREACH. No waiver of any condition or covenant in this instrument contained, or of any breach thereof, shall be taken to constitute a waiver of any subsequent breach. No payment by Lessor, in case of default on the part of Lesses in that respect, of any taxes, assessments, public charges, or premiums of insurance of the payment of any amount herein provided to be paid, other than rents, or in the procuring of insurance as hereinabove provided, shall constitute or be construed as a waiver or condonance by Lessor of the default of Lessee in that respect.

24. LEASE NOT AFFECTED BY DAMAGE OR DESTRUCTION OF BUILDING. Except as provided below, no damage to or destruction of any buildings or building hereafter located on the premises covered by this lease by natural disaster, fire or other casualty shall be taken to entitle Lessee to surrender possession of the premises covered by this lease, or to terminate this lease, or to have an abatement or any part of the rents, the laws of the State of Louisiana to the contrary notwithstanding; and neither party hereto shall be released, by reason of the damages or destruction of any such building or buildings on the premises covered by this lease, from the obligations created or imposed by virtue of this lease.

However, if the buildings on the leased premises are totally destroyed by a natural disaster or by fire, casualty, or any other cause during the last twelve (12) years of the primary term or the last five (5) years of any renewal term to such an extent that at least seventy (70%) percent of the normally usable floor space is not usable, then Lessee may terminate this lease in lieu of rebuilding the leased premises provided that all mortgages and other encumbrances on the leasehold interest are paid in full, and further provided that the leased premises are leveled and cleared of all debris by Lessee. Should Lessee terminate this lease as permitted by the preceding sentences, all outstanding encumbrances created by Lessee shall be first paid out of any insurance available to cover the loss, and the balance, if any, of the available insurance shall then be divided between Lessor and Lessee in the following manner: Lessor shall receive a portion equal to present value of the income stream of the unexpired term of the lease. Lessee shall receive the balance of the insurance proceeds.

25. SERVICES OF NOTICES. All notices, demands and requests which may or are required to be given by either Party to the other shall be in writing. All notices, demands and requests by Lessor to Lessee shall be deemed to have been properly give if served personally on Lessee or if sent by United States certified mail, postage prepaid, addressed to Lessee at One Maritime Plaza, Baton Rouge, LA 70802, or

at such other place as Lessee may from time to time designate hereafter in a written notice to Lessor. All notices, demands, and requests by Lessee to Lessor shall be deemed to have been properly given, if served personally on an officer of Lessor or if sent by United States certified mail, postage prepaid, addressed to Lessor c/o Rosenthal & Associates, 751 Court Street (P.O. Box 718), Port Allen, LA 70767, or at such other place as Lessor may form time to time hereafter designate in a written notice to Lessee.

26. EXPROPRIATION OF LEASED PREMISES. In case any part of the premises covered by this lease less than the whole shall be taken under the power of eminent domain, this lease shall not be terminated, but from and after the date on which Lessee shall have been so deprived the possession of any part of the premises covered by this lease, the rent thereafter payable under the provisions of this lease shall be reduced in the proportion which the value of the land and improvements so taken bears to the value of the land and improvements subject to this lease.

In the event that Lessor and Lessee cannot agree upon the amount of such reduction, it shall be fixed by arbitration or by a Court of competent jurisdiction.

In the event of disagreement, Lessee shall, until the amount of the reduction has been so fixed by arbitration, continue to pay the full amount of rent which would be due under the provisions of this lease in the absence of any taking under the power of eminent domain loss on undisputed reduction, subject to retroactive adjustment of such rent back to the data on which Lessee shall have been so deprived of possession to conform to the decision of the arbitrators, and Lessor shall promptly, after the rendition of such decision, refund to Lessee the amount of reduction in rent as determined in such decision of the arbitrators.

In case the whole of the premises covered by this lease shall be taken under the power of eminent domain, or as a result of a taking of a portion of the property, it renders the property unsuitable for its intended purpose, than Lessee has the option to terminate the lease

effective as of the date of the expropriation. If Lessor and Lessee cannot agree whether the property has been rendered “unsuitable for its intended purpose” a determination thereof shall be made by a Court of competant jurisdiction.

In the event of any taking under the power of eminent domain, Lessor shall be entitled to receive the portion of the award attributable to the present value of the income stream of the unexpired term of the Lease of which Lessor has been deprived by said action of eminent domain, Lessee shall be entitled to recover the portion of the award representing its leasehold rights and the fair market value of leasehold improvements. If there is any portion of the award left after payment to the Lessor and Lessee as above mentioned it shall be paid to Lessor.

If at the time Lessee is entitled to receive any such award, Lessee shall be in default in the observance or performance of any of the covenants in this lease contained, there shall be deducted from the award otherwise payable to Lessee and added to the award to be received by Lessor such amount as may be required to satisfy and cure such default. It is further understood between the parties hereto that should Lessee elect to terminate this lease pursuant to the provisions of this paragraph, than in that event all outstanding Lessee encumbrance shall be first paid out of any expropriation award for the leasehold interest.

27. DEFAULT CLAUSE. (1) In case default be made by Lessee at any time in the due payment of any installment of rent or in the due payment or any other sum payable by Lessee to Lessor under the provisions hereof, and such default shall continue for a period of thirty (30) days after written demand by Lessor, or (2) if default shall be made by Lessee in the due observance and performance of any other covenant, condition, or stipulation herein agreed by Lessee to be by it observed or performed, and such default shall continue for a period of thirty (30) days from date of written notice by Lessor to Lessee detailing the particular of such default and requiring it to make good any such last mentioned default, then and in any such event described

in (1) or (2) hereinabove, Lessor at any time thereafter shall have the full right, at its election to enter in, into, and upon the premises covered by this lease and take possession of the same together with all buildings and improvements thereon, and from time of such entry, this lease shall become void and of no effect and Lessor may enter upon, take possession, hold and retain the said premises and all buildings and improvements thereto as of its first or former estate, and this lease shall be forfeited to Lessor, and Lessor may bring suit for and collect all the rents, taxes, assessments, charges, liens, penalties and damages including damages to Lessor by reason of such breach or default on the part of Lessee which shall have accrued up to the time of such entry, and Lessor may, if it elects so to do, bring suit to collect all such rents, taxes, assessments, charges, liens, penalties and damages in the event of any default as aforesaid without voiding this lease; provided, however, that any mortgagee of any leasehold interest under this lease, who Lessor has agreed to notify in case of default, may avoid forfeiture of this lease as herein provided by satisfying and curing, within a period of thirty (30) days, as the case may be, after written demand upon it by Lessor, the default consequent whereon such right of forfeiture shall accure. All things so done and performed by such a mortgagee to cure a default by Lessee shall be effective to prevent a forfeiture of the rights of Lessee under this lease as the same would have been if done and performed by Lessee instead of a mortgages.

If Lessor considers that Lessee has failed to comply with one or more of its obligations hereunder, either expressed or implied, and whether the alleged breach be either active or passive, and Lessor undertakes to give Lessee written notice of default as provided for herein, Lessor shall in said written notice set out specifically in what respects Lessor claims Lessee has breached this lease. If within thirty (30) days, as the case may be, after receipt of such notice Lessee shall meet or commence to meet the breaches alleged by Lessor, Lessee shall not be deemed in default hereunder. The service of written notice with itemized and particularized allegations of breach,

and the lapse of thirty (30) days, as the cast may be, without Lessee’s meeting or commencing to meet the alleged breaches shall be a condition precedent to any action, be it legal or otherwise by Lessor on this lease.

28. LESSOR TO HAVE TITLE TO BUILDINGS AT TERMINATION. Upon the termination of this lease by forfeit or lapse of time or for any cause whatsoever (except for failure of Lessor’s title) Lessee will at once surrender the above described premises, together with all buildings and improvements thereon but excluding any trade fixtures, furniture, furnishings, leasehold improvements not permanently attached and other movable property, and all the buildings and improvements then standing upon said premises shall belong to Lessor, and no compensation shall be allowed or paid therefore. Lessee shall have thirty (30) days after termination to remove movable property as above set forth.

29. REMOVAL OF TRACKAGE. Lessor will not object to removal or all or a portion of any railroad trackage serving the property whether on the leased premises, on adjacent public streets, or elsewhere.

30. USE OF SINGULAR OR PLURAL, MASCULINE, FEMININE OR NEUTER GENDER. Any word herein importing the singular number shall as well include the plural, and any pronoun importing gender shall as well include the masculine, feminine or neuter gender.

31. PURPOSE OF ARTICLE CAPTIONS. It is agreed that the article captions contained in this instrument are inserted merely for the purpose of convenience in reference, and that such article captions shall be in no way construed as forming part of this lease or in any way limiting or qualifying the provisions hereof.

THIS DONE AND PASSED on the day, month and year hereinafter set forth, in the City of New Orleans, Louisians, and in the City of Baton Rouge respectively in the presence of the undersigned competent

witnesses residing in said Cities, and in the presence of the undersigned Notaries Public, after due reading of the whole.

WITNESSES:	COHN REALTY CO., INC.

/s/ Illegible	By:	/s/ Illegible
		(Illegible)
		President

/s/ Illegible		/s/ Illegible
		(Illegible)

		/s/ Illegible
		(Illegible)

/s/ Illegible		/s/ Illegible
		(Illegible)

/s/ Illegible		/s/ Illegible
		(Illegible)

		/s/ Illegible
		(Illegible)

STATE OF LOUISIANA

PARISH OF ORLEANS

BEFORE ME, the undersigned Notary Public, on this day personally came and appeared: Katusha M. Zeller, who, being by me duly sworn, stated under oath that she was one of the subscribing witnesses to the foregoing instrument and that the same was signed by LESSOR, (Illegible) REALTY CO., INC., by its President, Dr. Isidora Cohn, Jr. in her presence and in the presence of the subscribing witness.

/s/ Illegible

SWORN TO AND SUBSCRIBED before me, Notary Public, on this 26 th day of August, (Illegible), at New Orleans Louisiana.



	/s/ Illegible
	Notary Public

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

BEFORE ME, the undersigned Notary Public, on this day personally came and appeared: CAROLE P. CROSS, who, being by me duly sworn, stated under oath that she was one of the subscribing witnesses to the foregoing instrument and that the same was signed by LESSEE, PAUL H. DUE’, RICHARD J. DODSON, JOHN W. DEGRAVELLES, DAVID W. ROBINSON and CHESTER J. CASKEY, in her presence and in the presence of the subscribing witness.

	/s/ Illegible
	CAROLE P. CROSS

SWORN TO AND SUBSCRIBED before me, Notary Public, on this 29th day of August, 1982, at Baton Rouge, Louisiana.

	/s/ Illegible
	Notary Public

(Illegible)

Exhibit 10.1(A)

PARCEL II

EXCEPTION 3 (B)H

Levee Building

AMENDMENT OF LEASE		UNITED STATES OF AMERICA
LESSOR: COHN REALTY CO., INC.		STATE OF LOUISIANA
LESSOR: JAZZ ENTERPRISES, INC.		PARISM OF EAST BATON ROUGH

BE IT KNOWN, on the dates indicated below, before the undersigned Notaries Public, duly commissioned and qualified in and for their respective Parishes, State of Louisiana, therein residing, and in the presence of the undersigned competent witnesses, personally came and appeared.

COHN REALTY CO., INC., a Louisiana corporation, domiciled in the Parish of East Baton Rouge, herein represented by its duly authorised and empowered President, DR. Isidore Cohn, Jr., hereunto duly authorised by a resolution adopted by the unanimous consent of the Board of Directors of such corporation, a certified copy of which is attached hereto and made a part hereof (hereinafter called “LESSOR”); and

JAZZ ENTERPRISES, INC., a Louisiana corporation, domiciled in the Parish of East Baton Rouge herein represented by its duly authorised and empowered Vice President, Mark A. Bradley, hereunto duly authorised by resolution adopted by the Board of Directors of such corporation, a certified copy of which is attached hereto and made a part hereof (hereinafter called “LESSEE”).

WHEREAS, the LESSOR entered into a lease between LESSOR and Paul H. Due’, Richard J. Dodson, John W. decravelles, David W. Robinson and Chastar John Caskey, affecting Lot 1, Square “6” or “B”, Beauragard Town, East Baton Rouge Parish, Louisiana, recorded on October 12, 1985, as ORIG 388 BNDL 10507 (the “Lease”); and

WHEREAS, Jass Enterprises, Inc. became the tenant under the Lease by virtue of an Assignment of Lease dated as of August 5, 1993; and

WHEREAS, LESSOR and LESSEE have agreed to modify the terms of the Lease as provided herein.

NOW, THEREFORE, the parties hereto hereby enter into this Amendment of Lease to modify in part the terms and conditions of the Lease, as follows:

1. Paragraph 5(b) of the Lease be and is hereby amended in its entirety as follows:

“5. (b) There shall be a reevaluation and increase of the basic annual rent due hereunder as of august 1 of each 5th year following August 1, 1988 (“Base Date”), The first amended reevaluation and increase of the basic annual rental due hereunder shall be as of August 1, 1993, five years after the Base Date and thereafter a reevaluation and increase shall be as of August 1 of each fifth year thereafter, all as set forth on Exhibit c attached hereto. This reevaluation and increase shall be based on the Consumer Price Index (“CPI”), which is the average of “all items” shown on the “U.S. City average for urban wage earners and clerical workers (including single workers) all items, groups, subgroups, and special groups of items” as promulgated by the Bureau of the Labor Statistics of the United States Department of Labor. For each five-year period beginning August 1, 1993, LESSEE shall pay LESSOR, in addition to the basic annual rent for the preceding five-year period, In amount equal to the basic annual rent for the preceding five-year period, multiplied by the percentage of increase by which the CPI for the month of May immediately preceding the beginning of each fifth calendar year exceeds the CPI for the month of May immediately preceding the commencement date of the preceding five-year period (the “Additional Rent for the Subject Five-year Period”); provided that in no event shall the adjusted basic annual rent for a new five-year period exceed 125% of the basic annual rent for the preceding five-year period. Accordingly, from and after August 1, 1993, the basic annual rent due for each five-year period shall be the sum of the

basic annual rent for the preceding five-year period plus the Additional Rent for the Subject Five-Year period. If the Nay CPI is not available as of the beginning of any five-year period, LESSEE shall in good faith estimate the CPI and pay rental based on that estimate until the CPI is available, at which time the rental for the remainder of that five-year period shall be permanently adjusted and any differences in amounts paid based on the estimated CPI shall be promptly paid by LESSEE or refunded by LESSOR. No change in the CPI shall reduce the basic annual rent for the preceding five-year period. In the event that the Bureau of Labor Statistics shall change the base period (now 1982-84) and commence a new series of index numbers after this Lease commences, then the new index numbers may be used provided the index number for the month prior to the commencement date of this Lease is adjusted to reflect its true relationship with the index numbers under the new base period. For example, if the Bureau of Labor Statistics would have determined to change the base year and commence a new series of index numbers starting at 100 when the consumer price index under the 1982-84 base year (Illegible) 300, then the true relationship between the old index numbers and the new index numbers would be that the old series must be divided by three (3) in order to be used in the same computation with the new index numbers.

In the event that the CPI (or successor or substitute index) is not available, a reliable governmental or other non-partisan publication evaluating the information theretofore used in determining the CPI shall be used in Lieu of such CPI. Attached hereto as Exhibit A is an example of how the calculation has been made for the five-year period beginning August 1, 1993 and ending July 31, 1985, this example is provided as an illustration of methodology only.

2. Paragraph 27 of the Lease be and is hereby amended to the effect that:

a Any demand or notice which is required to be given LESSEE under this paragraph 27, must also be given to the guarantor of this Lease, as amended, and to any mortgages of LESSEE’S interests under the Lease, as amended, and the guarantor as well as any such mortgages shall also have the right to cure any default hereunder

within the same grace period set forth in this paragraph 27. LESSOR acknowledges that as of the date of this Amendment of Lease, Argosy Gaming Company, whose address is 219 Pissa Street, Alton, Illinois 62002-6232 is (Illegible) guarantor of the Lease, as amended. Upon receipt of notice from LESSEE that it has mortgaged its interests under the Lease, as amended, in which the name and mailing address (with a municipal street number) of the mortgages is set forth, LESSOR shall be bound to give notice or make demand on such mortgages.

b. If the guarantor of this Lease, as amended, or a mortgages of LESSEE’S interests hereunder shall acquire through voluntary conveyuance or foreclosure, LESSEE’S rights hereunder, so long as there is no default hereunder, the successor in interest of LESSEE’S rights hereunder shall be recognized by LESSOR as the LESSEE under the Lease, as amended, for the remainder of the term hereof and any extension thereof, subject to the same provisions and conditions hereof, and as such, the successor in interest shall thereupon become entitled to all of the rights and benefits of the LESSEE hereunder, subject of course to the obligations, liabilities, covenants and agreements of the LESSEE. Upon request, LESSOR shall execute an instrument in appropriate recordable form to give effect to the rights of the successor in interest hereunder, provided that the execution of such instrument shall not be a condition to the exercise of the rights of such successor in interest.”

3. In all other respects, the provisions of the Lease, as amended hereby, shall remain in full force and effect.

THUS DONE AND PASSED on this 4th day of August, 1993, in the City of New Orieans, Louisians, in the presence of the undersigned competent witnesses and in the presence of the undersigned Notary Public, after a reading of the whole.

WITNESSES:	COHN REALTY CO., INC.

/s/ Laurie H. Zimmer	By:	/s/ Dr. Isidore Cohn, Jr.
		Dr. Isidore Cohn, Jr.
		President
/s/ Illegible

	/s/ Illegible
	NOTARY PUBLIC

THUS DONE AND PASSED on this 5 th day of August, 1993, in the City of Baton Rouge, Louisians, in the presence of the undersigned competent witnesses and in the presence of the undersigned Notary Public, after a reading of the whole.

WITNESSES:	JAZZ ENTERPRISES, INC.

/s/ Illegible	By:	/s/ Mark R. Bradley
		Mark R. Bradley
		Vice President
/s/ Illegible

	/s/ Illegible
	NOTARY PUBLIC

LEVEE BLDG

Amendment to Levee Building Ground Lease, Section 5(b), Page 2

Beginning on August 1, 1993, and every fifth year thereafter, the reevaluation and increase of the annual rent shall be computed based on the Consumer Price Index (“CPI”), which is the average of “all items” shown on the “U.S. City average for urban wage earners and clerical workers (including single workers) all items, groups, sub-groups and special groups of items” as promulgated by the Bureau of Labor Statistics of the United States Department of Labor.

The annual rent for each five year period shall be computed by multiplying the then current annual rent by the ratio of the CPI for May of the current year divided by the CPI for May of the immediately preceding five period, but in no case shall the ratio thus computed exceed 1.25 (25% increase). For example, using the current annual rent for the Beauregard Building of $14,175.36 as of July 31, 1993, the new annual rent for the next five year period shall computed as follows:

CPI for May 1993		144.2
CPI for May 1988		117.5

CPI(May 1993)/CPI(May 1988) = 144.2/117.5 = 1.2272 < 1.25, OK

Current annual rent, Levee Building = $14,175.36

New annual rent = $14,175.36 x 1.2272 = $17,396.00

Exhibit 10.2

AMENDED AND RESTATED

LEASE AGREEMENT

This Amended and Restated Lease Agreement is entered into and made as of the 20th day of January, 1995, between GREENVILLE MARINE CORPORATION with its principal place of business at P.O. Box 539, Greenville, Washington County, Mississippi (hereinafter referred to as “Lessor”), and RAINBOW ENTERTAINMENT, INC., doing business at 1231 South Main, Greenville, Mississippi (hereinafter referred to as “Lessee”). The parties hereby agree as follows:

RECITALS

WHEREAS, Lessor is the owner of that certain parcel of real property described below and Lessor desires to lease the property to Lessee for the development and use of property as a casino and gaming facility, with possible development of a hotel, motel, restaurant and/or related facilities;

WHEREAS, Lessee desires to develop and construct a casino and gaming facility, with possible development of a hotel, motel, restaurant and related facilities as an amenity to commercial developments in and about the area of Lessor’s property; and

WHEREAS, the parties entered into a Lease Agreement dated April 27, 1993, as amended by a Lease Amendment dated August 25, 1993 and a Second Lease Amendment dated July 12 and 15, 1994 (the “Second Lease Amendment”), which the parties desire to amend and restate in its entirety.

Section 1. Description of Property .

Lessor hereby leases to Lessee the Premises owned by Lessor legally described on Exhibit A hereto, consisting of certain existing buildings and site improvements, hereinafter referred to as “the Premises.” A plat and site plan of the Premises is attached hereto as Exhibit A and incorporated herein by reference. There is excepted from this Lease that certain parcel of said property shaded in yellow on the attached plat and described in note 1 of said plat. Such parcel is excepted from this Lease and Lessor agrees during the term of this Lease not to lease or let said property to any other person, firm or corporation.

Section 2. Purpose .

2.1. Lessee shall use the Premises for the purposes of developing, constructing and operating a gaming and casino riverboat or barge facility including parking and related improvements. Lessee may also develop, construct and operate one

or more of the following on the Premises in its discretion: hotel, motel, restaurant, business office, and entertainment facilities for performing arts and music.

2.2. Lessee shall have the sole and absolute discretion to determine the design, materials, method of construction, location and all other matters with respect to development of the Premises, construction of new improvements and renovation of existing improvements; provided that Lessee shall keep the Lessor’s interest in the Premises free of mechanic’s liens and shall materially comply with all applicable laws, statutes and regulations.

Section 3. Lease Term .

The initial term of this Lease shall be for a period of five (5) years commencing July 1, 1994, through June 30, 1999. Additionally, Lessee may renew this Lease for nine (9) additional periods of five (5) years each by giving Lessor written notice of renewal at least twelve (12) months prior to expiration of the initial or any renewal term.

Section 4. Rental .

4.1. The monthly rental for the first year of the initial term shall be the sum of $10,000.00 per month paid in advance as “Base Rent” in addition to the “Base Percentage Rent” set forth below. Beginning July 1, 1995, the Base Rent, paid in advance, shall be $30,000.00 per month, and shall remain the Base Rent for the balance of the five (5) year initial term. When Lessee commences gaming and casino operations to the general public, in addition to the above monthly Base Rent provided herein, Lessee agrees to pay to Lessor a monthly Base Percentage Rent of a sum of money equal to two percent (2%) of the total Gross Gaming Revenues as hereinafter defined on a monthly basis with credit being given for the Base Rent which shall continue to be paid in advance on the first day of each month so that Lessor shall receive a minimum Base Rent as set forth above even if the monthly Percentage Rent shall be calculated to be less than the minimum monthly Base Rent set forth herein. It is the intent of the parties that all sums paid monthly in advance as Base Rent be included in the Base Percentage Rent. Example: Base Rent of $10,000.00 is to be paid in advance on the first day of each month. When the Base Percentage Rent is paid as set forth herein Lessee shall receive credit for the Base Rent against the Base Percentage Rent. If in this example the Base Percentage Rent is calculated to be $50,000.00 then Lessee would receive a credit of $10,000.00 towards the Base Percentage Rent so that the sum due to Lessor would be $40,000.00. In any event, Lessor would always receive the Base Rent regardless of whether the Base Percentage Rent would result in any additional payment to Lessor.

4.2. Lessee further agrees to pay Lessor, in addition to the Base Percentage Rent, a sum equal to eight (8%) percent of the amount by which annual Gross Gaming Revenues exceeds $36,575,000.00 which shall be called the Secondary Percentage Rent. At such time as Gross Gaming Revenues exceed $36,575,000.00 in any year, in addition to the Base Percentage Rent, the Secondary Percentage Rent shall likewise be due. The Base Percentage Rent and/or Secondary Percentage Rent with respect to a month shall be paid within five (5) days after Lessee files its report of Gross Gaming Revenue for such month with the Mississippi State Tax Commission. The annual period used to determine the Secondary Percentage Rent shall commence on the first day of the month after which gaming operations begin. As to the Secondary Percentage Rent, the intent is as follows: Rainbow will pay to Lessor eight percent (8%) of the total annual Gross Gaming Revenues over $36,575,000.00 when annual gross revenues exceed $36,575,000.00 in any twelve (12) month period. Once Gross Gaming Revenues exceed $36,575,000.00 in any twelve (12) month period, the Secondary Percentage Rent is to be paid monthly at the same time that the Base Percentage Rent is due. Example: if at the end of the ninth month in any twelve (12) month period of the lease, gross gaming revenues are $36,575,000.00 and at the end of the next month (the tenth month), the Gross Gaming Revenues are $36,675,000.00, then the Secondary Percentage Rent for the tenth month would be $8,000.00 ($100,000.00 x .08). The Secondary Percentage Rent would then be calculated accordingly in months eleven and twelve and then a new twelve (12) month period would begin.

4.3. If Lessee exercises its options for renewal, the minimum monthly Base Rent, Base Percentage Rent and Secondary Percentage Rent for the first renewal term, July 1, 1999, through June 30, 2004, will be the same as for the last four (4) years of the initial term of the lease. The minimum Base Rent after the first renewal term and for all succeeding terms shall be $50,000.00 per month and the Base Percentage Rent shall be a sum of money equal to four percent (4%) of the total Gross Gaming Revenues as hereinafter defined in addition to the eight percent (8%) Secondary Percentage Rent of annual gross revenues above $36,575,000.00 calculated as set forth above and payable as set forth above.

4.4. The term “Gross Gaming Revenues” as used herein shall mean the total amount in dollars of Lessee’s actual winnings from gaming operations as reported by Lessee to the Mississippi State Tax Commission or any successor state authority. However, the term “Gross Gaming Revenues” shall not include any payments, receipts or proceeds from the sales of any related operations, goods and products which may be sold for the convenience of Lessee’s customers on the Premises.

4.5. Lessee shall maintain upon the Premises an accurate set of books and records of all Gross Gaming Revenues and such records shall be open to inspection and audit by Lessor and its agents at all reasonable times during ordinary business hours to the extent allowable under Mississippi Law.

Section 5. Sale, Assignment and Sublease .

5.1. Subject to Sections 5.2 and 5.3 below, Lessee may assign this Lease Agreement or sublet all or a portion of the Premises during the term of this Lease Agreement only after first obtaining prior written consent from Lessor which consent may not be unreasonably withheld. However, the making of any sublease shall not release Rainbow Entertainment, Inc. from, or otherwise affect in any manner, any of Lessee’s obligations hereunder. Except as provided in Section 12 below, neither this Lease nor the leasehold estate of Lessee nor any interest of Lessee hereunder in the Premises or in the buildings or improvements thereon shall be subject to involuntary assignment, transfer, or sale, or to assignment, transfer or sale, by operation of law in any manner whatsoever, and any such attempted involuntary assignment, transfer or sale shall be void and of no effect and shall, at the option of Lessor, terminate this Lease.

5.2. Lessor hereby consents to the assignment of all of Lessee’s rights, title and interest in this Lease to Greenville Riverboat LLC, a Mississippi limited liability company at any time during the term hereof.

5.3. Lessee shall have the right to sublease up to two and one-half (2 1/2) acres of the Premises (the “Subparcel”) to WIMAR TAHOE CORPORATION (“Subtenant”) or any affiliate of Wimar Tahoe Corporation on such terms and conditions as Lessee determines are acceptable in its reasonable business judgment (the “Sublease”). The Subtenant shall have the right to develop, construct and operate a motel or hotel (including a restaurant, bar and other related facilities) on the Subparcel; provided, however, the Subparcel will not be utilized in any way for gaming purposes or operations, except that which is operated at the Premises by the Lessee (or the Lessor and his assigns if the lease is terminated). The motel or hotel shall be constructed and maintained as a full-service quality facility similar to hotels and motels operated under nationally-known franchises which charge the same rates as Subtenant. Subtenant shall agree to keep the hotel in good condition and repair, excepting ordinary wear and tear, and such covenant shall be enforceable by Lessor. Subtenant and Lessee shall share parking availability on the Premises as agreed in the Sublease. In the event that this Lease is terminated for any reason, Lessor agrees not to disturb, terminate or alter in any manner the tenancy of the Subtenant under the Sublease, so long as the Subtenant attorns to the Lessor. Upon Subtenant agreeing to such attornment, Subtenant’s tenancy shall not be disturbed so long as it complies with all the terms and conditions of the Sublease; provided that the

Subtenant’s rent payable to Lessor in such event shall be $6,250.00 per month, increased annually from the date hereof by a percentage equal to the increase, if any, in the Consumer Price Index, All Urban Consumers, or the sum actually due under the Sublease, whichever is greater. Subtenant shall have the right to grant a mortgage on, or assign under a deed of trust, all of the Subtenant’s sublease interest in the Subparcel upon the terms and conditions contained in Section 12.

5.4. At Lessee’s request and expense, Lessor shall fully cooperate in a subdivision of the Premises to make a separate parcel for the hotel.

5.5. The Lessee hereby covenants that the Sublease shall not contain any provision which will restrict or prohibit the conduct of a gaming operation by Lessee (or Lessor if the Lease if terminated) on the Premises.

Section 6. Sewer, Utilities and Access .

Lessee shall solely be responsible for all utility services used or consumed by Lessee on the Premises and such utility services shall be in the name of Lessee and Lessee shall solely be liable for the payment of all utility services it receives. Lessee shall also be responsible for utilities consumed in order to provide reasonable security systems for the existing buildings located on the Premises. Lessor agrees to cooperate with Lessee in obtaining any and all utility services. Lessor agrees not to at any time interfere with the right of Lessee and its employees, agents, customers and invitees to have full and complete access to the Premises.

Section 7. Taxes .

Lessor shall pay the 1994 ad valorem taxes on said property which amount shall be the base ad valorem tax amount. Lessee shall be responsible for the ad valorem taxes on the Premises for 1995 and thereafter during the term of the Lease. Lessee shall be entitled to a credit against the Base Rent and/or Base Percentage Rent each year equal to the base ad valorem tax amount of $2,634.33.

Section 8. Insurance .

Lessee shall carry fire and all risk insurance covering the improvements located on the Premises for not less than the cost of construction which insurance shall be issued by a reliable insurance company, and Lessor shall be named as an additional loss payee to the extent of its interest in any improvements. Lessee shall obtain liability insurance in the amount of $1,000,000.00 for each accident or occurrence on the Premises (with umbrella coverage with limits of not less than $10,000,000.00) and $50,000.00 for property damage, and Lessor shall be named as an additional insured under such policies.

Lessee shall furnish to Lessor copies of all insurance policies required to be maintained by Lessee hereunder or under the rules of the State Gaming Commission.

Section 9. Condemnation .

This Lease Agreement shall terminate in the event of a total condemnation of the Premises by a government agency. Partial condemnation of Premises shall only terminate the Lease Agreement at the option of the Lessee, but if Lessee elects to continue this Lease Agreement, Lessee shall be entitled to a partial abatement of rent proportionate to the loss of the use of Premises suffered by Lessee. All compensation awarded for any taking of the Premises or any interest thereon shall be shared by Lessor and Lessee as follows: (i) Lessor shall be entitled to receive such portion of the award as shall represent compensation for vacant land and, if they are still located thereon at such time, any compensation awarded for the two buildings and any other improvements which currently exist on the Premises; (ii) Lessee shall be entitled to the portion of the award for the then fair market value of the improvements made by Lessee, the fair market value of Lessee’s leasehold interest, and any award for the damage or loss of Lessee’s business.

Section 10. Warranty of Title .

Lessor covenants that Lessor owns the Premises in fee simple and has full right to make and enter into this Lease that Lessee shall have quiet and peaceable possession of the Premises during the term of this Lease Agreement and any renewals thereof. Lessor shall obtain a nondisturbance agreement from any person or entity holding a mortgage or deed of trust on the Premises for the benefit of Lessee in form reasonably acceptable to Lessee, in exchange for which Lessee shall agree to attorn to such mortgagee.

Section 11. Government Approval .

Lessor, at Lessee’s sole cost and expense, shall assist in obtaining all government approvals, including Zoning, Levee Board, Corps of Engineers and City of Greenville in order for Lessee to conduct gaming operations and the other business operations contemplated herein on the Premises. Lessor agrees to cooperate fully with Lessee in obtaining any and all governmental approvals for Lessee to conduct its gaming operations and other business operations on the Premises.

Section 12. Encumbrances of Lessee’s Leasehold Interest .

12.1. On one or more occasions without Lessor’s consent, Lessee and/or Subtenant may mortgage, grant a deed of trust or otherwise encumber Lessee’s or Subtenant’s leasehold estate in the Premises under one or more leasehold mortgages or deeds of trust and assign this Lease as security; provided that

the proceeds of the initial mortgage granted by Lessee with respect to the Premises must be used exclusively to improve the Premises and the initial mortgage granted by Subtenant with respect to the Subparcel must be used exclusively to improve the Subparcel. The proceeds from any refinancing of such mortgages may be used by Lessee or Subtenant for any purpose. For purposes of this Section 12, the term “mortgages” includes deeds of trust, and the term “leasehold mortgagee” shall mean the beneficiary of a deed of trust or mortgage with respect to the Lease and/or the Sublease.

12.2. If Lessee mortgages its leasehold estate in the Premises or Subtenant mortgages its subleasehold estate in the Premises, Lessee shall give Lessor notice of such mortgage within thirty (30) days after the mortgage is executed and such notice shall include the name and address of the mortgagee. Lessor shall promptly upon notice of the communication purporting to constitute the notice acknowledge by an instrument in recordable form receipt of such communication as constituting the notice required herein.

12.3. Lessor upon providing Lessee with any notice of default under this Lease, termination of this Lease or matter on which Lessor may predicate or claim a default shall at the same time provide copies of such notice to every leasehold mortgagee of which Lessor has been given written notice. No such notice shall have been deemed to be duly given unless a copy thereof has been provided to every leasehold mortgagee of which Lessor has been given written notice. After such notice has been given to a leasehold mortgagee, such leasehold mortgagee shall have the same period after receiving such notice for remedying any default or causing the same to be remedied as is given Lessee under the Lease.

12.4. Any provision contained in this Lease to the contrary notwithstanding, if any default shall occur which entitles Lessor to terminate this Lease, Lessor shall have no right to terminate this Lease unless following the expiration of the period of time given Lessee to cure such default Lessor shall notify every leasehold mortgagee of Lessor’s intent to so terminate at least thirty (30) days in advance of the proposed effective date of such termination if such default is capable of being cured by the payment of money and at least forty-five (45) days in advance of the proposed effective date of termination if such default is not capable of being cured by payment of money. The provisions of Subsection 12.6 below shall apply if during such thirty or forty-five day termination notice period any leasehold mortgagee shall (1) notify Lessor of such leasehold mortgagee’s desire that the Lease not terminate; (2) pay or cause to be paid all Base Rent, Base Percentage Rent, Secondary Percentage Rent or other payments then due or in arrears as specified in the termination notice to such leasehold mortgagee and which may become due during the thirty or forty-five day period; and (3) comply or in good faith, with reasonable

diligence and continuity, commence to comply with all nonmonetary requirements of this Lease when in default and reasonably susceptible of being complied with by such leasehold mortgagee, provided however, that such leasehold mortgagee shall not be required to cure or commence to cure any default consisting of Lessee’s failure to satisfy and discharge any lien, charge or encumbrance against the Lessee’s interest in the Lease or the Premises junior in priority to the lien of the mortgage held by such leasehold mortgagee.

12.5. If Lessor shall terminate this Lease by reason of any default of Lessee, and the leasehold mortgagee shall proceed in the manner provided for by Subsection 12.4 of this section, the specified date of termination of the Lease as fixed by Lessor in its termination notice shall be extended for a period of six (6) months provided that such leasehold mortgagee shall, during such six (6) month period: (1) pay or cause to be paid the Base Rent, Base Percentage Rent, Secondary Percentage Rent and other monetary obligations attendant under this Lease (including without limitation the payment of premiums for the insurance required under Section 8, below) as the same become due and continue its good faith efforts to perform all of Lessee’s obligations under this Lease excepting (A) obligations of Lessee to satisfy or otherwise discharge any lien, charge or encumbrance against Lessee’s interest in this Lease or the Premises junior in priority to the lien on the mortgage held by leasehold mortgagee and (B) nonmonetary obligations then in default and not reasonably susceptible to being cured by leasehold mortgagee, and (2) if not enjoined or stayed, take steps to acquire or sell Lessee’s interest in this Lease by foreclosure of the leasehold mortgage or other appropriate means and prosecute the same to completion with due diligence.

12.6. If at the end of such six (6) month period such leasehold mortgagee is complying with Subsection 12.5 this Lease shall not then terminate and the term for completion of such leasehold mortgagee of its proceedings to foreclose its mortgage shall continue as long as such leasehold mortgagee is enjoined or stayed from foreclosing and thereafter so long as such leasehold mortgagee proceeds to complete steps to acquire or sell Lessee’s interest in this Lease by foreclosure of the leasehold mortgage or upon other appropriate means by reasonable diligence and continuity. Nothing in this subsection however shall be construed to extend the Lease beyond the original Term thereof as extended by a renewal option properly exercised by Lessee or leasehold mortgagee nor to require leasehold mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the leasehold mortgagee shall discontinue foreclosure proceedings, this Lease shall continue in full force and effect as if Lessee had not defaulted under the Lease.

12.7. If the leasehold mortgagee is complying with Subsection 12.5, upon the acquisition of Lessee’s estate herein by such leasehold mortgagee or its designee or any purchaser at a foreclosure sale or otherwise this Lease shall continue in full force and effect as if Lessee had not defaulted under this Lease.

12.8. For purposes of this Lease the making of a leasehold mortgage shall not be deemed to constitute an assignment or transfer of this Lease nor shall any leasehold mortgagee, as such, be deemed to be an assignee or transferee of this Lease. Furthermore, the making of a leasehold mortgage shall not be deemed to require such leasehold mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Lessee to be performed hereunder, but the purchaser at any sale of this Lease in any proceedings for the foreclosure of any leasehold mortgage or the assignee or transferee of this Lease under any instrument of assignment or transfer in lieu of foreclosure of any leasehold mortgage shall be deemed to be an assignee or transferee and shall be deemed to have agreed to perform all the terms, covenants and conditions on the part of the Lessee to be performed hereunder from and after the date of such purchase and assignment but only so long as such purchaser or assignee is the owner of the leasehold estate.

12.9. Any leasehold mortgagee or other acquirer of the leasehold estate of Lessee pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings may, upon acquiring Lessee’s leasehold estate, without further consent of Lessor, sell and assign the leasehold estate on such terms and to such persons and organizations as are acceptable to such mortgagee or acquirer and thereafter be relieved of all obligations under this Lease; provided that such assignee delivers to Lessor its written agreement to be bound by all the provisions of this Lease and such assignee has a “Net Worth” equal to or in excess of Lessee’s as of the date that Lessee commences gaming operations increased by a percentage equal to the increase, if any, in the Consumer Price Index, All Urban Consumers, for the period between the date hereof and the date of the proposed transfer. The term “Net Worth” shall mean the excess of assets over liabilities as shown on an entity’s balance sheet prepared in accordance with sound accounting principles.

12.10. Notwithstanding any other provision of this Lease, any sale of this Lease in any proceeding for the foreclosure or any leasehold mortgage or assignment or transfer of this Lease in lieu of foreclosure of any leasehold mortgage shall be deemed to be a permitted transfer or assignment of this Lease and Lessor hereby consents to such assignment and transfer. Lessor agrees to execute such additional documents, agreements and instruments as may reasonably be required to encourage or facilitate a leasehold mortgage.

Section 13. Improvements .

Upon expiration or termination of this Lease, all improvements to the Premises (including site improvements, buildings, and non-trade fixtures) shall remain with the Premises and become the property of the Lessor except equipment (including without limitation gaming equipment), furniture and furnishings, trade fixtures and any vessel, boat or barge (including without limitation any dam, supporting structure or moorings to the extent Lessee desires to remove such items), all of which shall remain the property of Lessee and may be removed by Lessee. Upon removal of such property, Lessee shall repair any damage to the Premises caused by the removal. If Lessee desires to use the existing structures on the Premises, the Lessee shall have the right to make alterations, improvements and changes to the structures now located on said Premises as provided in Section 2.2. All alterations, improvements and changes or additions or fixtures of a permanent nature made to any such structures shall be the property of Lessor and Lessee shall only have a leasehold interest therein; provided, however, Lessee may at any time remove from the Premises any alteration, improvement, change or addition, including fixtures, if such removal may be made without damage to the structure or to the Premises. Lessee shall raze and remove the office building and shop building located on the Premises as part of its site preparation, and prior to such removal Lessee shall pay to Lessor $112,500 for the office building and $250,000 for the shop building. Lessor shall have reasonable access to the Premises to remove the overhead gantry crane and fixtures owned by Lessor and located on the Premises.

Section 14. Sheriff’s Use .

Lessor and Lessee hereby consent to the use of the shop building on the Premises by the Washington County Sheriff’s Rescue Unit until such time as Lessee needs use of this part of the Premises. Attached as Exhibit “B” is a letter dated July 6, 1994, from the Washington County Sheriff’s Department setting forth the terms and conditions of the use of the property by the rescue unit. This letter is incorporated for all purposes herein. Lessee agrees to give seven (7) days notice to vacate the Premises to the rescue unit at such time as Lessee needs possession of this portion of the Premises.

Section 15. Licenses .

15.1. Both Lessor and Lessee shall use their best efforts to secure the necessary approval and licenses for Lessee to operate a gaming facility at the Premises, including approvals and licenses from the Army Corps of Engineers and local building authorities. If Lessor is not approved by the Gaming Commission and Lessor does not obtain such approval at its sole expense within ninety (90) days of such disapproval by the Gaming Commission, then Lessee shall have the option to immediately

terminate this Lease and no rent shall be due for the period following the Gaming Commissions initial disapproval. If Lessee fails to obtain the approval of the Gaming Commission for operation of a casino/gaming facility, Lessee at its option may terminate this Lease by giving thirty (30) days prior written notice of termination to Lessor.

15.2. Lessee represents to Lessor that Lessee will use due diligence to secure site approval from the State Gaming Commission together with its permit to improve and utilize the property for gaming purposes from the Corp of Engineers.

15.3. Lessee shall commence substantial improvements to the Premises within sixty (60) days after it receives a 404 permit from the Army Corps of Engineers and necessary building permits from local authorities with respect to the development of the Premises. Lessee shall make improvements to the Premises costing in excess of $1,000,000.00 within twelve (12) months after Lessee secures such permit. For these purposes, the cost of improvements shall include the cost of any hotel built on the Premises by Lessee, Subtenant, or any sublessee.

Section 16. Waiver .

The waiver by Lessor of, or the failure of Lessor to take action with respect to, any breach of any term, covenant, or condition contained in this Lease Agreement shall not be deemed to be a waiver of such term, covenant, or condition, or subsequent breach of the same, or any other term, covenant, or condition contained in this Lease Agreement.

Section 17. Effect of Lessee’s Holding Over .

Any holding over after the expiration of the term of this Lease Agreement, with the consent of Lessor, shall be construed to be a tenancy from year-to-year, at the same Base Rental, Base Percentage Rent and Secondary Percentage Rent or Percentage Rent as required to be paid by Lessee for the period immediately prior to the expiration of the term of this Lease Agreement, and shall otherwise be on the terms and conditions specified in this Lease Agreement, so far as applicable.

Section 18. Parties Bound .

The covenants and conditions contained in this Lease Agreement shall, subject to the provisions as to assignment, transfer, and subletting, apply to and bind the successors and assigns of all of the parties to the Lease Agreement.

Section 19. Time of the Essence .

Time is of the essence of this Lease Agreement, and of each and every covenant, term, condition, and provision of this Lease Agreement.

Section 20. Section Captions .

The captions appearing under the section number designations of this Lease Agreement are for convenience only and are not a part of this Lease Agreement and do not in any way limit or amplify the terms and provisions of this Lease Agreement.

Section 21. Governing Law .

It is agreed that this Lease Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Mississippi including but not limited to the Mississippi Gaming Control Act.

Section 22. Entire Agreement .

This Lease Agreement shall constitute the entire agreement between the parties. Any prior understanding or representation of any kind preceding the date of this Lease Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

Section 23. Modification of Agreement .

Any modification of this Lease Agreement or additional obligation assumed by either party in connection with this Lease Agreement shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party.

Section 24. Additional Documents .

The parties agree to execute whatever papers and documents may be necessary to effectuate the terms of this Lease Agreement. At the request of Lessee, Lessor shall execute an estoppel certificate from time to time in a form reasonably satisfactory to Lessee.

Section 25. Notice .

Any notice due hereunder shall be deemed sufficient notice if mailed, postage prepaid, United States Mail, to Lessor or to Lessee at the following addresses or such other addresses as they may designate:

If to Lessor:		Mr. D. John Nichols
		Greenville Marine Corporation
		Post Office Box 539
		Greenville, Mississippi 38702-0539

With a copy to:		L. Carl Hagwood
		Campbell, DeLong, Hagwood & Wade
		Post Office Box 1856
		Greenville, Mississippi 38702-1856

If to Lessee:		Rainbow Entertainment, Inc.
		5175 Elmore Road, Suite 3
		Memphis, Tennessee 38134

With a copy to:		Wimar Tahoe Corporation
		(proposed subtenant)
		207 Grandview Drive
		Ft. Mitchell, KY 41017
		Attn: William C. Beegle, Vice
		President

Section 26. Default .

Any one or more of the following events shall constitute an “Event of Default”:

26.1. Failure of the Lessee to make payments of Base Rent, Percentage Base Rent, or Secondary Percentage Rent when due hereunder and the expiration of seven (7) days after Lessee receives written notice from Lessor of such nonpayment.

26.2. A vacation or abandonment of the Premises after gaming operations have first commenced. Vacation or abandonment of the Premises shall include the failure to occupy the Premises for a continuous period of sixty (60) days or more whether or not Rent is paid.

26.3. The breach by Lessee of any of the covenants, conditions or provisions of this Lease when such breach shall continue for a period of thirty (30) days after Lessee shall have received written notice thereof from Lessor; provided however, that if the nature of the Lessee’s noncompliance is such that more than thirty (30) days are reasonably required for its cure then Lessee shall not be deemed to be in default if Lessee commences such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion.

26.4. The making by Lessee of any general arrangement or general assignment for the benefit of creditors, Lessee becoming a debtor as defined in 11 U.S.C. Section 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days), or the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises when such is not discharged within thirty (30) days.

Section 27. Remedies .

Upon any Event of Default, Lessor may at any time thereafter with thirty (30) days prior written notice terminate Lessee’s right to possession of the Premises in which case this Lease and the term thereof shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event Lessor shall be entitled to recover from Lessee all damages

incurred by Lessor by reason of Lessee’s default including but not limited to the cost of recovering possession of the Premises, and the then present value of the amount by which the unpaid Base Rent for the balance of the Term after the time of such default exceeds the amount of rent that would be paid for the Premises by a new tenant if reasonable efforts were used by Lessor to relet the Premises. In no event shall Lessor have any lien or claim against Lessee’s assets including without limitation any lien against or on any vessel, barge or boat of Lessee.

Section 28. Amendment .

This Amended and Restated Lease Agreement amends and restates the Lease between the parties in its entirety and renders void all previous leases, documents and amendments between them. The failure of the Lessee to perform any duties or obligations contained in the original Lease with Lessor, as amended, (including but not limited to the failure of Lessee to pay Lessor $250,000.00 under Section 10 of the Second Lease Amendment) shall not constitute a default or breach of this Amended and Restated Lease Agreement.

Section 29. Environmental Matters .

29.1. Lessor hereby represents and warrants to Lessee that to the best of Lessor’s knowledge no “Hazardous Substance” is located on the Premises.

29.2. Lessor hereby represents and warrants to Lessee that Lessor has not released, generated, deposited, located or stored any Hazardous Substance on the Premises.

29.3. For purposes of this Agreement the term “Hazardous Substance” means any substance, material, pollutant or contaminant the use, disposal or storage of which is regulated under any environmental law, statute, regulation, rule or court decision.

Section 30. Memorandum of Lease .

Lessor and Lessee shall execute and record a Memorandum of this Lease in the real estate records of the county in which the Premises are located.

IN WITNESS WHEREOF, each party to this Agreement has caused it to be executed as of the date indicated above.

GREENVILLE MARINE CORPORATION		RAINBOW ENTERTAINMENT, INC.

BY:	/s/ D. John Nichols	BY:	/s/ Marvin Cato
	D. John Nichols, President		Marvin Cato, President

ALEXANDER ENGINEERING, P.A.
346 S. GAMWYN DRIVE, P.O. BOX 1281
GREENVILLE, MISSISSIPPI 38701
(601) 332-1655

DESCRIPTION:

Commencing at Station 213 + 65.16 of the Bank Protection Work Base Line; thence South 42 degrees 06 minutes 10 seconds East 15.26 feet to an iron pipe and the Point of Beginning of the tract herein described; thence South 33 degrees 06 minutes 34 seconds West 434.39 feet; thence South 44 degrees 27 minutes 49 seconds West 143.39 feet to an iron pipe; thence South 50 degrees 28 minutes 46 seconds West 26.29 feet to an iron pipe; thence North 42 degrees 06 minutes 10 seconds West 126.60 feet to an iron pipe on the high bank of Lake Ferguson; thence continuing North 42 degrees 06 minutes 10 seconds West 147 feet to the mean low water mark of Lake Ferguson; thence meandering said low water mark the following three calls: North 26 degrees 57 minutes 24 seconds East 630.66 feet; North 33 degrees 06 minutes 34 seconds East 60.00 feet; North 37 degrees 34 minutes East 187.63 feet; thence South 42 degrees 06 minutes 10 seconds East 147 feet to an iron pipe on the high bank of Lake Ferguson; thence continuing South 42 degrees 06 minutes 10 seconds East 222.30 feet; thence South 33 degrees 06 minutes 34 seconds West 250.90 feet to the Point of Beginning, and being located in Section 4, Township 18 North Range 8 West, Washington County, Mississippi.

I certify that I have made a survey of the lands shown hereon, and that the same is true and correct to the best of my knowledge and belief.

/s/ G.E. Alexander
G.E. Alexander, Jr., P.E., P.L.S.
February 10, 1995

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

This day personally appeared before me, the undersigned authority in and for the State and County aforesaid, D. John Nichols, President of Mississippi Marine Corporation, a Mississippi corporation, who acknowledged that for and on its behalf, he signed, sealed and delivered the foregoing Amended and Restated Lease Agreement on the day and year therein mentioned as its act and deed, being first duly authorized so to do.

Given under my hand and official seal of office, this the 13 th day of March, 1995.

	/s/ [ILLEGIBLE]
	Notary Public

[ILLEGIBLE]

My Commission Expires: August 7, 1998

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

This day personally appeared before me, the undersigned authority in and for the State and County aforesaid, Marvin Cato, President of Rainbow Entertainment, Inc., who acknowledged that for and on its behalf, he signed, sealed and delivered the foregoing Amended and Restated Lease Agreement on the day and year therein mentioned as its act and deed, being first duly authorized so to do.

Given under my hand and official seal of office, this the 13 th day of March, 1995.

	/s/ [ILLEGIBLE]
	Notary Public

[ILLEGIBLE]

My Commission Expires: August 7, 1998

Exhibit 10.2(A)

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (the “Assignment”) is entered into effective this 24 day of Oct., 1995, (the “Effective Date”) by and between RAINBOW ENTERTAINMENT, INC. , a Mississippi corporation (the “Assignor”), and GREENVILLE RIVERBOAT, LLC, a Mississippi limited liability company (the “Assignee”), who agree as follows:

1. Recitals . Assignor as lessee is a party to an Amended and Restated Lease Agreement dated as of January 20, 1995 (the “Lease”) with GREENVILLE MARINE CORPORATION , a Mississippi corporation, as lessor (the “Lessor), pursuant to which the Lessee is leasing from the Lessor approximately 3.961 acres of real property and the improvements thereon located in Greenville, Mississippi (the “Property). A copy of the Lease is attached hereto as Exhibit A . Assignor desires to assign all of its rights and in and to the Lease to Assignee, and Assignee desires to accept such assignment and to assume all obligations of Assignor under the Lease pursuant to the terms and conditions of this Assignment.

2. Assignment . For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Assignor hereby irrevocably sells, assigns, transfers, conveys and sets over to the Assignee all of the Assignor’s right, title, and interest in and to the Lease, and the Assignee accepts such assignment. In consideration of such assignment, Assignee hereby assumes and agrees to perform all of Assignor’s obligations and duties as lessee under the Lease which arise on and after the Effective Date. Assignor agrees to indemnify and hold Assignee harmless against any damages, costs and expenses asserted against or incurred by Assignee by reason of any acts or omissions of Assignor or the failure of Assignor to perform any obligations under the Lease to be performed by Assignor before the Effective Date. Notwithstanding the foregoing, the effectiveness of this Assignment shall be subject to the receipt of the consent of the Lessor to this Assignment. Nothing herein is intended or should be construed as reducing or relieving Assignor of its liability to Lessor under the Lease.

3. Representations, Warranties and Covenants of Assignor . The Assignor represents, warrants, covenants and agrees that (i) the Lease is in full force and effect; (ii) an accurate and complete copy of the Lease, including all amendments, is attached hereto as Exhibit A ; (iii) the Assignor has the right to assign the Lease to the Assignee, subject only to the consent of the Lessor; (iv) this Assignment has been duly authorized and approved by all necessary corporate action on the part of Assignor; (v) this Assignment will not breach the terms of or constitute a default under any agreement, indenture, deed of trust or other instrument or document to which Assignor is a

party (vi) the Lease is free and clear of all liens, encumbrances or claims of third parties; (vii) the Assignor is not in default under any of the terms and conditions of the Lease and the Assignor does not know or have reason to know of any facts that could cause a default under the Lease; (viii) Assignor does not know or have reason to know of any action, lawsuit, proceeding or governmental action pending, threatened or anticipated which could affect the Lease, this Assignment or the Assignee’s interest or rights under the Lease; and (ix) Assignor has paid all rent and other amounts due under the Lease through the Effective Date. The representations, warranties, covenants and agreements contained in this Section 3 shall survive the execution and delivery of this Assignment.

4. Environmental Matters .

(a) Assignor represents and warrants that (i) no “Hazardous Substance” (as defined herein) has been disposed of, buried beneath, or percolated beneath the Property or any improvements thereon nor has any Hazardous Substance ever been removed from the Property and stored off site of the Property, (ii) there has been no “Release” (as defined herein) of a Hazardous Substance on or from the Property or any improvements thereon, (iii) Assignor is in material compliance with all applicable federal, state and local laws, administrative rulings, and regulations of any court, administrative agency or other governmental or quasi-governmental authority, relating to the protection of the environment (including, but not limited to, laws prohibiting the creation of a public nuisance) , (iv) Assignor has not received notification that it is a potentially responsible party under Section 107 of the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”) or Section 7003 of the Resource Conservation and Recovery Act of 1976, as amended (“RCRA”), (v) no underground storage tank is located on the Property and, to the best of Assignor’s knowledge, no underground storage tank has ever been located on the Property, and (vi) Assignor has not received notification from any federal, state, or local government, agency, or regulatory body, of a violation under any federal, state, or local law regulating the disposal or discharge of any toxic, explosive or other Hazardous Substance. For purposes hereof, (a) “Hazardous Substance” means any one (1) or more of the following: (i) any substance deemed hazardous under Section 101(14) of CERCLA, (ii) any other substance deemed hazardous by the Environmental Protection Agency pursuant to Section 102(a) of CERCLA, (iii) petroleum (including crude oil or any fraction thereof), (iv) any substance deemed hazardous pursuant to Section 1004(5) of the Resource Conservation and Recovery Act (“RCRA”), (v) any solid waste identified in Section 1004(27) of RCRA or (vi) any other hazardous or toxic substance, materials, compound, mixture, solution, element, pollutant or waste regulated under any federal, state or local statute, ordinance or regulation; and

(b) “Release” shall have the meaning given to such term in Section 101(22) of CERCLA.

(b) Assignor shall, from and at all times after the date hereof, fully and promptly pay, perform, discharge, defend, indemnify and hold Assignee harmless from and against all claims, orders, demands, actions, proceedings, or suits, and all losses, costs damages or expenses (including, but not limited to, court costs, technical consultant fees and expenses, and reasonable attorneys’ fees and expenses) arising or resulting from any act, occurrence or omission in violation of or contrary to the representations and warranties made in this Section, whether by Assignor or any other owner or operator at the Property. Such indemnifications shall include, but not be limited to, claims made against Assignee with respect to contamination of the soil and/or groundwater, damage to the environment and natural resources, and injury or damage to persons or property, the costs of any health assessment or health effects study, and any costs of removal or remedial action incurred in connection with the cleanup of the Hazardous Substance on the Property, whether such liability arises under RCRA, CERCLA, or any other federal, state and/or local statute, ordinance, regulation or under common law.

5. Obligations of Assignee . In consideration of the foregoing assignment, the Assignee hereby agrees to perform all of the terms and conditions of the Lease to be performed by the lessee therein, including all rental and other payments becoming due, after the Effective Date, and to indemnify and save Assignor harmless from and against any and all claims, demands, losses, liabilities, costs and expenses (including attorneys fees and disbursements) by reason of any default by Assignee under the Lease.

6. Further Assurances . The Assignor shall, for no additional consideration, take such other steps, execute such other documents and do such other things as may be necessary to fully vest Assignor’s rights in the Lease in Assignee, including but not limited to assisting Assignee in securing the Assignor’s written consent to this Assignment.

7. Miscellaneous . This Assignment represents the entire agreement of the parties hereto with respect to the inherent matter herein. This Assignment shall be binding upon the parties and their respective successors and assigns. This Assignment shall be governed by Mississippi law.

IN WITNESS WHEREOF, the parties have executed this document on the 24 day of Oct, 1995.

RAINBOW ENTERTAINMENT, INC.

By:	/s/ Marvin Cato
	Marvin Cato, President

GREENVILLE RIVERBOAT, LLC.

By:		Wimar Tahoe Corporation Manager

By:		/s/ William J. Yung
		William J. Yung, President

STATE OF TN	)
	)	SS:
COUNTY OF Shelby	)

The foregoing instrument was acknowledged before me this 24 day of Oct, 1995, by Marvin Cato, president of Rainbow Entertainment, Inc., a Mississippi corporation, on behalf of such corporation.


	/s/ Illegible
	Notary Public

	My Commission Expires: Apr 28, 1998

STATE OF Kentucky	)
	)	SS:
COUNTY OF Kenton	)

The foregoing instrument was acknowledged before me this 25th day of October, 199_, by William J. Yung, President of Wimar Tahoe Corporation, a Nevada corporation, on behalf of such corporation as Manager of Greenville Riverboat, LLC, a Mississippi limited liability company, on behalf of the company

	/s/ Illegible
	Notary Public

	My Commission Expires:

CONSENT OF LESSOR

The undersigned represents, warrants, covenants, and agrees that (i) it is the Lessor in the Lease (as defined in the foregoing Assignment); (ii) the Lease is in full force and effect; (iii) an accurate and complete copy of the Lease, including all amendments and restatements thereof, is attached hereto as Exhibit A ; (iv) the Assignor has the right to assign the Lease to the Assignee, subject only to the consent of the Lessor; (v) this Consent has been duly authorized and approved by all necessary corporate action on the part of Lessor; (vi) this Consent will not breach the terms of or constitute a default under any agreement, indenture, deed of trust or other instrument or document to which Lessor is a party; (vii) the Assignor is not in default in any of the terms and conditions set forth in the Lease to be performed by the Assignor; and (viii) Assignor has paid all rent and other amounts due under the Lease through the Effective Date (as defined in the foregoing Assignment) . The representations, warranties, covenants and agreements contained in this Consent shall survive the execution and delivery of this Consent.

The undersigned has read and reviewed the terms and conditions in the foregoing Assignment, hereby consents and agrees to the assignment of the Lease from Assignor to Assignee pursuant to the terms of the foregoing Assignment, and covenants and agrees that, during the term of the Lease, Assignee shall have all of Assignor’s rights and obligations under the Lease.

				LESSOR:

				GREENVILLE MARINE CORPORATION

			By:	/s/ D. JOHN NICHOLS
				D. JOHN NICHOLS, PRESIDENT

STATE OF Mississippi	)
	)	SS:
COUNTY OF Washington	)

The foregoing instrument was acknowledged before me this 26th day of October, 1995, by D. John Nichols, President of Greenville Marine Corporation, a Mississippi corporation, on behalf of the corporation.

	/s/ Illegible
	Notary Public
	My Commission Expires: 9/24/96

Exhibit 10.2(B)

FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT

This First Amendment to Amended and Restated Lease Agreement (the “First Amendment”) is entered into effective as of October 26, 1995 between GREENVILLE MARINE CORPORATION, with its principal place of business at P.O. Box 539, Greenville, Washington County, Mississippi (“Lessor”) and GREENVILLE RIVERBOAT, LLC, with its principal place of business at 201 N. Lakefront Drive, Greenville, Washington County, Mississippi (“Lessee”), who agree as follows:

1. Recitals . Lessor and Rainbow Entertainment, Inc. (“Rainbow”) entered into an Amended and Restated Lease Agreement dated January 20, 1995 (the “Lease”). By Assignment and Assumption of Lease dated October 24, 1995, Rainbow assigned all of its right, title and interest in and to the Lease to Lessee. The parties hereto desire to amend the Lease in accordance with this First Amendment.

2. Amendment .

(a) The third sentence of Section 1 is hereby amended by deleting “excepted from” and inserting in lieu thereof “included in”; and the last sentence of Section 1 is hereby deleted.

(b) The last sentence of Section 2.1 is hereby amended by adding the following before the period:

“, bar, or other related facilities”.

5.3 Lessee shall have the right to sublease up to two and one-half (2 1/2) acres of the Premises (the “Subparcel”) to Wimar Tahoe Corporation or any affiliate of Wimar Tahoe Corporation (“Subtenant”) on such terms and conditions as Lessee determines are acceptable in its reasonable business judgment (the “Sublease”) . The Lessee shall deliver to the Lessor a copy of any Sublease or any amendment or modification thereto, and Lessor acknowledges receipt of the Sublease Agreement dated June 26, 1996 between Lessee and Sargasso Corporation, an affiliate of Wimar Tahoe Corporation. The Subtenant shall have the right to develop, construct and operate a motel, hotel, restaurant, bar, business office, entertainment facilities for the performing arts, or other related facilities on the Subparcel; provided, however, the Subparcel will not be utilized in any way for gaming purposes or operations, except that which is operated at the Premises by the Lessee (or the Lessor and his

assigns if this Lease is terminated). Any motel or hotel shall be constructed and maintained as a quality facility similar to hotels and motels operated under nationally-known franchises which charge the same rates as Subtenant. Any restaurant or bar shall be constructed and maintained as a quality facility. Subtenant shall agree to keep all facilities in good condition and repair, excepting ordinary wear and tear, and such covenant shall be enforceable by Lessor. Subtenant and Lessee shall share parking availability on the Premises as agreed in the Sublease. In the event that this Lease is terminated for any reason, Lessor agrees not to disturb, terminate, or alter in any manner the tenancy of the Subtenant under the Sublease, so long as the Subtenant attorns to the Lessor. Upon Subtenant agreeing to such attornment, Subtenant’s tenancy shall not be disturbed so long as it complies with all the terms and conditions of the Sublease; provided that the Subtenant’s rent payable to Lessor in such event shall be $6,250 per month, increased annually from the date hereof by a percentage equal to the increase, if any, in the Consumer Price Index, All Urban Consumers, or the sum actually due under the Sublease, whichever is greater. Subtenant shall have the right to grant a mortgage on or assign under a deed of trust, all of the Subtenant’s sublease interest in the subparcel upon the terms and conditions contained in Section 12.

5.4 At Lessee’s request and expense, Lessor shall fully cooperate in the subdivision of the Premises to make the Subparcel a separate parcel.

(d) Section 10 is hereby amended by adding the following at the end of that Section:

Lessee agrees to indemnify Lessor from any claims, demands, liabilities, costs, fees, and expenses (including reasonable attorney’s fees) arising out of Lessor’s lease to Lessee on that portion of the Premises conveyed by William Yerger to the City of Greenville recorded in Book 114 at Page 354 of the Land Records in the office of the Chancery Clerk of Washington County, Mississippi. At Lessee’s request and expense, Lessor shall assist and cooperate with Lessee in establishing or maintaining the position that the restrictions set forth in such conveyance are invalid, unenforceable, or otherwise of no force or effect.

(e) In the last sentence of Section 15.3 of the Lease, insert the following after the word “hotel”:

“, motel, restaurant, bar, business office, entertainment facilities for the performing arts, or other related facilities”.

(f) Section 23 of the Lease is hereby amended by adding the following at the end of that Section:

The invalidity or unenforceability of any provision of this Lease or the application thereof to any property, person or circumstance, to any extent, for any reason, shall not affect the validity or enforceability of the remainder of such provision, any other provision hereof, or the remainder of this Lease, or the application of any provision to any other property, person, or circumstance, and, provided the essential purpose of this Lease is maintained, this Lease shall be reformed to the extent necessary to effectuate the foregoing, it being intended that the rights and obligations of the parties hereto be enforceable to the fullest extent permitted by law.

(g) In Section 25 of the Lease, all of the language beginning with “If To Lessee” is hereby deleted and replaced with the following:


If To Lessee:	Wimar Tahoe Corporation, Manager
	Greenville Riverboat, LLC
	207 Grandview Drive
	Ft. Mitchell, KY 41017
	Attn: William C. Beegle, Vice President

3. Remainder of Lease . Except as amended by this First Amendment, the Lease shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this document effective as of the date first above written.

			GREENVILLE MARINE CORPORATION

			By:	/s/ D. John Nichols
				D. John Nichols, President

			GREENVILLE RIVERBOAT, LLC

			By:	Wimar Tahoe Corporation, Manager

			By:	/s/ William J. Yung
				William J. Yung, President

State of Mississippi	)
	)	SS
County of Washington	)

The foregoing instrument was acknowledged before me this 1 st day of November , 1996 by D. John Nichols, President of Greenville Marine Corporation, a Mississippi Corporation, on behalf of the Corporation.



				/s/ [ILLEGIBLE]
				Notary Public
				My commission expires: 11-11-99

State of Kentucky	)
	)	SS
County of Kenton	)

The foregoing instrument was acknowledged before me this 7 th day of October, 1996 by William J. Yung, President of Wimar Tahoe Corporation, a Nevada Corporation, on behalf of such Corporation as Manager of Greenville Riverboat, LLC., a Mississippi Limited Liability Company, on behalf of the Company.


	/s/ [ILLEGIBLE]
	Notary Public
	My Commission Expires Oct. 24, 1998

EXHIBIT 10.2(C)

SECOND AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (the “Second Amendment” ) is entered into effective as of July 1, 2003 by and between GREENVILLE MARINE CORPORATION, with its principal place of business, at P.O. Box 539, Greenville, Washington County, Mississippi ( “Lessor” ) and GREENVILLE RIVERBOAT, LLC, with its principal place of business at 201 N. Lakefront Drive, Greenville, Washington County, Mississippi (“ Lessee ”). Lessor and Lessee are sometimes hereafter collectively referred to as the “ Parties, ” and “ Party ” shall mean either of them.

WHEREAS , Lessor and Rainbow Entertainment, Inc. (“ Rainbow ”) entered into an Amended and Restated Lease Agreement dated January 20, 1995 (the “ Lease ”); and

WHEREAS , by Assignment and Assumption of Lease dated October 24, 1995, Rainbow assigned all of its right, title and interest in and to the Lease to Lessee; and

WHEREAS , effective as of October 26, 1995, the Parties entered into that First Amendment to Amended and Restated Lease Agreement; and

WHEREAS , the Parties hereto desire to further amend the Lease in accordance with the terms of this Second Amendment.

NOW, THEREFORE , for and in consideration of the mutual promises, agreements, covenants, representations and warranties of the Parties contained herein and in the Lease, as previously amended, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the Lease is hereby further amended as follows:

1. Defined Terms . Except as otherwise set forth herein, all defined terms used in this Second Amendment (which are capitalized for identification) shall have the meaning assigned to them in the Lease, as previously amended.

2. Rental . Section 4.3 of the Lease is hereby amended and restated as follows:

4.3. The minimum monthly Base Rent, Base Percentage Rent and Secondary Percentage Rent for the first renewal term, July 1, 1999, through June 30, 2004, will be the

same as for the last four (4) years of the initial term of the lease. The minimum Base Rent after the first renewal term and for all succeeding terms shall be $75,000.00 per month and the Base Percentage Rent shall be a sum of money equal to two percent (2%) of the total Gross Gaming Revenues (as defined in this Lease) in addition to the eight percent (8%) Secondary Percentage Rent of annual gross revenues above $36,575,000.00 calculated in accordance with Section 4.2 of the Lease and payable as set forth in Section 4.2 of the Lease.

3. Sublease . Section 5.3 of the Lease is hereby amended and restated as follows:

5.3 (a) Lessor acknowledges that pursuant to the terms of that certain Sublease Agreement dated as of June 26, 1996 (the “ Sublease ”), Lessee subleased that certain part of the premises shown in cross-hatched on Exhibit “B” thereto (the “ Subparcel ”) to Sargasso Corporation, an affiliate of Wimar Tahoe Corporation (the “ Subtenant ”). Lessee represents and warrants to Lessor that said Sublease is in full force and effect and has not been amended, and that the Sublease shall not be amended without the prior, written consent of Lessor. Lessor’s consent shall not be unreasonably withheld provided that such proposed amendment does not (i) materially reduce the value of the overall Premises, (ii) adversely affect Lessor’s right to terminate as provided for in (c) below, (iii) adversely affect or diminish any other rights of Lessor under the Lease, or (iv) adversely affect or diminish Lessee’s obligations to Lessor under the Lease.

(b) Lessee shall have the right (with the prior, written consent of Lessor) to sublease up to two and one-half acres (including the Subparcel) to Wimar Tahoe Corporation or any affiliate of Wimar Tahoe Corporation on such terms and conditions as Lessee determines are acceptable in its reasonable business judgment but only for the purpose of developing, constructing and operating an additional or expanding or modifying an existing motel, hotel, restaurant, bar, business office, entertainment facilities for the performing arts, or other related facilities on the additional subparcel; provided, however, the additional subparcel will not be utilized in any way for gaming purposes or operations, except that which is operated at the Premises by the Lessee (or the Lessor and his assigns if this Lease is terminated). Any motel or hotel shall be constructed and

maintained as a quality facility similar to hotels and motels operated under nationally-known franchises which charge the same rates as subtenant. Any restaurant or bar shall be constructed and maintained as a quality facility. Subtenant shall agree to keep all facilities in good condition and repair, excepting ordinary wear and tear, and such covenant shall be enforceable by Lessor. Subtenant and Lessee shall share parking availability on the Premises as agreed in the additional sublease.

(c) In the event that this Lease is terminated for any reason, Lessee agrees that the Sublease (and any renewal or extension thereof) and any additional sublease entered into by Lessee pursuant to 5.3(b) above shall be terminated simultaneously with the termination of this Lease. Lessee and Subtenant agree that they shall execute an amendment to the Sublease substantially in the form attached as Exhibit “A” hereto, the terms of which are incorporated herein by reference, simultaneously with the execution of this Second Amendment. Moreover, in the event Lessee shall enter into an additional sublease as provided for in 5.3(b) above, Lessee agrees that such additional sublease shall include a provision that it shall be terminated simultaneously with the termination of this Lease.

(d) Subtenant and any additional subtenant (as provided for in 5.3(b) above) shall have the right to grant a mortgage on or assign under a deed of trust all of such subtenant’s sublease interest in such subparcel upon the terms and conditions set forth in Section 12 of this Lease.

4. Taxes . Section 7 of the Lease is hereby amended and restated as follows:

Section 7. Taxes . Lessee shall be responsible for the payment of all ad valorem taxes and assessments attributable to the Premises (and the improvements located thereon) for 2003 and thereafter during the term of the Lease.

5. Improvements . Section 13 of the Lease is hereby amended and restated as follows:

Section 13. Improvements . Upon expiration or termination of this Lease, all improvements to the Premises (including, without limitation, site

improvements, buildings and Fixtures) shall remain with the Premises and become the property of the Lessor. For purposes of this section, “Fixtures” shall be deemed to include, without limitation: permanently installed equipment such as sinks, light fixtures and chandeliers, bars, dishwashers, stoves, grills, ovens, broilers, fryers, vent hoods, fire extinguisher systems, coolers, refrigerators, freezers, warmers, counters and cabinets, ice makers, built-in booths, and waste disposals; sewage disposal systems; electrical systems (including but not limited to generators); heating, air conditioning and ventilation systems; plumbing systems; and telephone systems (excluding the actual telephones). Lessor agrees that Lessee shall have the right to remove movable personal property (that is not attached to any of the improvements and that is not included within the definition of “Fixtures” as set forth above), gaming equipment, furniture and furnishings, and any vessel, boat or barge operated as a casino, to the extent Lessee desires to remove such items and to the extent that such items can be removed without causing structural damage or alterations to the remaining improvements on the Premises or to the Premises. Upon removal of any such personal property, Lessee shall properly repair any and all damage to the Premises (and the remaining improvements located thereon) caused by the removal. Notwithstanding anything contained herein to the contrary, Lessee agrees that neither it nor the Subtenant shall remove any buildings, barges, bridges (or any components thereof) or other improvements located in the area cross-hatched on Exhibit “B” hereto, the terms of which are incorporated herein by reference.

6. Notice . Section 25 of the Lease is hereby amended and restated in its entirety as follows:

Section 25. Notice . Any notice or request to be given or furnished under the Lease by either Party to the other Party shall be in writing and shall be delivered personally or sent via facsimile transmission or registered or certified mail, postage prepaid, or by prepaid overnight delivery service, at the addresses or facsimile numbers listed below. A notice or request shall be deemed to be given (i) when delivered personally, (ii) when sent by facsimile transmission, or (iii) when sent by certified mail or overnight delivery service, at the time of delivery as indicated on the duly completed U. S. Postal Service return receipt or at the

time of package pickup as indicated on the records of or certificates provided by the overnight delivery service.

If to Lessor, to:

Mr. D. John Nichols, President
Greenville Marine Corporation
2219 Harbor Front Road
Post Office Box 539
Greenville, MS 38702-0539
Facsimile No.: 662-332-1010

with a copy to:

Robert N. Warrington, Esq.
Campbell, DeLong, Hagwood & Wade, LLP
P. O. Box 1856
923 Washington Avenue
Greenville, Mississippi 38702-1856
Facsimile No.: (662) 334-6407

If to Lessee, to:

Wimar Tahoe Corporation, Manager
Greenville Riverboat, LLC
207 Grandview Drive
Ft. Mitchell, KY 41017
Attn: William J. Yung, President
Facsimile: 859-578-1190

with a copy to:

Sargasso Corporation
207 Grandview Drive
Ft. Mitchell, KY 41017
Attn: William J. Yung, President
Facsimile: 859-578-1190

7. Default . A new section 26.5 is added to the Lease as follows:

26.5. It is the intention of the Parties that the Lessee shall continuously operate a casino on the Premises throughout the term of this Lease and any renewal or extension thereof. Accordingly, in the event Lessee shall fail to continuously operate a casino on the Premises at any time during the term of this Lease or any renewal or extension thereof, for a period of sixty (60) days, then such failure to continuously

operate a casino shall constitute an “Event of Default.” Notwithstanding, the above shall not apply in the event Lessee shall fail to continuously operate a casino for more than sixty (60) days due to war, terror attack, civil commotion, flood, fire, tornado, or other act of God, casualty, governmental regulations or restrictions, act of any governmental authority, labor difficulties, shortages of or inability to obtain labor, materials, or equipment, or other circumstances outside of the direct or indirect control of Lessee, Subtenant, Wilmar Tahoe Corporation, Columbia Sussex Corporation, William J. Yung, JMBS Casino, LLC, Joseph A. Yung, any future subtenant, (including their respective successors and assigns) or any of their respective owners, shareholders, directors, officers, agents or trustees, or any other person, entity, trust, or association related to, affiliated with, organized by, owned by, or otherwise related to or controlled by any of them; provided that Lessee shall be diligently pursuing restoration of the Premises and the reopening of the casino.

8. Renewal . Lessor acknowledges that by execution of this Second Amendment Lessee has exercised its right to renew the Lease for another five (5) year period beginning on July 1, 2004.

9. Conflicting Provisions . In the event of any conflict between the terms of this Second Amendment and any other provision of the Lease or the First Amendment, the terms of this Second Amendment shall be deemed to control.

10. Agreement Unchanged . The Parties agree that except as set forth in this Second Amendment, the Lease, as previously amended by the First Amendment, shall remain in full force and effect.

11. Counterparts . The Parties agree that this Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one document.

- Remainder of Page Intentionally Left Blank -

IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed and delivered by their duly authorized representatives as of the day and year first above written.

	GREENVILLE MARINE CORPORATION,
	A Mississippi corporation

	By:	/s/ D. John Nichols
	D. John Nichols,
	President


	GREENVILLE RIVERBOAT, LLC,
	A Mississippi limited liability company

	By:	Wimar Tahoe Corporation,
	A Nevada corporation, its Sole Manager

	By:	/s/ William J. Yung
	William J. Yung, President

SARGASSO CORPORATION, a Kentucky corporation, executes this Second Amendment for purposes of acknowledging, consenting and agreeing to the amendment and restatement of Sections 5 and 13 of the Lease and agreeing to execute and deliver the First Amendment to Sublease Agreement in the form attached as Exhibit “A” hereto, the terms of which are incorporated herein by reference.

	SARGASSO CORPORATION, a
	Kentucky corporation

	By:	/s/ William J. Yung
	Name	William J. Yung
	Title:	President

STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

PERSONALLY APPEARED BEFORE ME , the undersigned authority in and for the said county and state, on this 8 th day of August, 2003, within my jurisdiction, the within named D. John Nichols, who acknowledged that he is President of Greenville Marine Corporation, a Mississippi corporation, and that for and on behalf of said corporation and as its act and deed, he executed the foregoing instrument after having first been duly authorized so to do.

	/s/ [ILLEGIBLE]
	Notary Public

My commission expires:

11/21/03

STATE OF KENTUCKY

COUNTY OF KENTON

PERSONALLY APPEARED BEFORE ME , the undersigned authority in and for the said county and state, on this 11 th day of August, 2003, within my jurisdiction, the within named William J. Yung, who acknowledged that he is President of Wimar Tahoe Corporation, a Nevada corporation, the sole Manager of Greenville Riverboat, LLC, a Mississippi limited liability company, and that for and on behalf of said limited liability company and as its act and deed, he executed the foregoing instrument after having first been duly authorized so to do.


			/s/ Colleen Machcinski
			Notary Public

My commission expires:

		COLLEEN MACHCINSKI
	Notary Public, Kentucky State at Large
	My Commission Expires Sept. 16, 2006

STATE OF KENTUCKY

COUNTY OF KENTON

PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the said county and state, on this 11 th day of August, 2003, within my jurisdiction, the within named William J. Yung, III, who acknowledged that he is the President of Sargasso Corporation, a Kentucky corporation, and that for and on behalf of said corporation and as its act and deed, he executed the foregoing instrument after having first been duly authorized so to do.


			/s/ Colleen Machcinski
			Notary Public

My commission expires:

		COLLEEN MACHCINSKI
	Notary Public, Kentucky State at Large
	My Commission Expires Sept. 16, 2006

Exhibit 10.2(D)

THIRD AMENDMENT

TO AMENDED AND RESTATED LEASE AGREEMENT

This Third Amendment to that certain Amended and Restated Lease Agreement (the “Third Amendment”) is entered into effective as of March 4, 2010, between GREENVILLE MARINE CORPORATION (“Lessor”) and GREENVILLE RIVERBOAT, LLC (“Lessee”). Lessor and Lessee may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”

WHEREAS, Lessor and Rainbow Entertainment, Inc. (“Rainbow”) entered into an Amended and Restated Lease Agreement as of January 20, 1995 (the “Lease Agreement”), pursuant to which Rainbow leased from Lessor certain real property and improvements thereon (the “Premises”);

WHEREAS , by Assignment and Assumption of Lease as of October 24, 1995, Rainbow assigned all of its rights, title and interest in and to the Lease Agreement to Lessee;

WHEREAS, effective as of October 26, 1995, the Parties entered into that First Amendment to Amended and Restated Lease Agreement;

WHEREAS, effective as of July 1, 2003, the Parties entered into that Second Amendment to Amended and Restated Lease Agreement; and

WHEREAS, the Parties desire to further amend the Lease Agreement, as previously amended, as set forth in this Third Amendment.

NOW, THEREFORE, for and in consideration of the mutual covenants and set forth herein and in the Lease Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the Lease Agreement is further amended as follows:

1. Prior Sublease. The Parties acknowledge that in accordance with Section 5.3 of the Lease Agreement, Lessee subleased to Sargasso Corporation a portion of the Premises (the “Subparcel”); pursuant to the terms of that certain Sublease Agreement dated as of June 26, 1996 (the “Sublease”, and that pursuant to the terms of that certain Restaurant Lease as of September 26, 2007 (the “Restaurant Lease”), Sargasso Corporation sub-subleased a portion of the Subparcel to Lessee. The Parties further acknowledge that Lessee and Sargasso Corporation terminated both the Sublease and the Restaurant Lease as of December 31, 2009; and Lessor, to the extent required, consents to such termination. The Parties further agree that Section 5.3 of the Lease Agreement is hereby deleted in its entirety.

2. Notice. Section 25 of the Lease Agreement is hereby amended and restated in its entirety as follows:

Section 25. Notice. Any notice or request to be given or furnished under the Lease Agreement by either Party to the other Party shall be in writing and shall be delivered personally or sent via facsimile transmission or registered or certified mail, postage prepaid, or by prepaid overnight delivery service, at the addresses or facsimile numbers listed below. A notice or request shall be deemed to be given (i) when personally delivered, (ii) when sent by facsimile transmission, (iii) at the time of delivery as indicated by the duly completed U.S. Postal Service return receipt, or (iv) at the time of package pickup or receipt as indicated on the records of or the certificates provided by the overnight delivery service, as applicable.

If to Lessor, to:

Mr. D. John Nichols, President

Greenville Marine Corporation

2219 Harbor Front Road (if by personal delivery or overnight delivery service)

Greenville, MS 38701

Post Office Box 539 (if by registered or certified mail)

Greenville, MS 38702-0539

Facsimile number: 662-332-1010

With a copy to:

Robert N. Warrington, Esquire

Campbell DeLong, LLP

P.O. Box 1856

932 Washington Avenue

Greenville, MS 38702-1856

Facsimile number: 662-334-6407

If to Lessee, to:

Scott C. Butera, President and Chief Executive Officer

Greenville Riverboat, LLC

c/o Tropicana Entertainment Holdings, LLC

3930 Howard Hughes Parkway, Fourth Floor

Las Vegas, NV 89169

Facsimile number: 702-473-2697

With a copy to:

Scott E. Andress, Esquire

Balch & Bingham LLP

401 E. Capitol Street, Suite 200

Jackson, MS 39201

Facsimile number: 601-961-4466

2. Renewal. The Lessor acknowledges that the Lessee exercised its right to renew the Lease Agreement for another five (5) year period beginning on July 1, 2009 and ending on June 30, 2014.

3. Conflicting Provisions. In the event of any conflict between the terms of this Third Amendment and any other provision of the Lease Agreement, as previously amended, the terms of the Third Amendment shall be deemed to control.

4. Remainder of Lease Agreement Unchanged. The Parties agree that except as set forth in the Third Amendment, the Lease Agreement, as previously amended, shall remain in full force and effect.

5. Counterparts. The Parties agrees that this Third Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one document.

IN WITNESS WHEREOF , the Parties have caused this Third Amendment to be executed and delivered by their duly authorized representatives as of the day and year first written above.

	GREENVILLE MARINE CORPORATION

	/s/ D. John Nichols
	By:	D. John Nichols
	Its:	President

	GREENVILLE RIVERBOAT, LLC

	By:	Tropicana Entertainment Holdings, LLC, its
		Manager

	By:	/s/ Scott Butera
	Its:	CEO and President

EXHIBIT 10.3

AMENDED AND RESTATED

MASTER AGREEMENT OF PURCHASE AND SALE

BETWEEN

THE MAYOR AND ALDERMEN

OF THE CITY OF VICKSBURG, MISSISSIPPI

AND

COLUMBIA PROPERTIES VICKSBURG, LLC,

A MISSISSIPPI LIMITED LIABILITY COMPANY

TABLE OF CONTENTS

DEFINITIONS	1
ARTICLE 1	5
Section 1.01 Columbia’s Payments to the City Upon Transfer of Riverboat Casino	5
Section 1.01.1. Amount of Payments	5
Section 1.01.2. Timing and Reporting of Payments	6
Section 1.01.3. Means of Payment	6
Section 1.01.4. Columbia’s Accounting Records	6
Section 1.01.5. City’s Right to Audit	6
Section 1.01.7. Late Payment	7

ARTICLE 2. SHORESIDE FACILITIES SITES DEVELOPMENT	7
Section 2.01. Shoreside Facilities Sites Development	7
Section 2.02. Columbia’s Right to Perform Alterations and Construct Additions to Casino Support Facilities	8
Section 2.03. Floodwall	8
Section 2.04. Columbia’s Obligation to Maintain Casino Support Facilities	8
Section 2.05. Insurance	9
Section 2.05.1. Columbia to Insure	9
Section 2.05.1.1. Casualty	9
Section 2.05.1.2. Liability	9
Section 2.05.1.3. Workers’ Compensation	9
Section 2.05.1.4. Other	10
Section 2.05.2. Nature of Insurance Program	10
Section 2.05.3. Policy Requirements and Endorsements	10
Section 2.05.3.1. Additional Insureds	10
Section 2.05.3.2. Primary Coverage	10
Section 2.05.3.3 Columbia’s Acts or Omissions	10
Section 2.05.3.4. Insurance Carrier Standards	10
Section 2.05.3.5. Notice to the City	10
Section 2.05.4. Deliveries to the City	10
Section 2.05.5. Blanket and Umbrella Policies	11
Section 2.05.6. Columbia’s Inability to Obtain Insurance	11
Section 2.05.7. Waiver of Certain Claims	11
Section 2.05.8. No Representation of Adequate Coverage	11
Section 2.06. Damage or Destruction	12
Section 2.06.1. Notice; No Payment Abatement	12
Section 2.06.2. Adjustment of Claims; Use of Insurance Proceeds	12
Section 2.06.3 Depository	12
Section 2.07. Quiet Enjoyment	13

ARTICLE 3. CITY GARAGES	13

Section 3.01. City Garages	13

ARTICLE 4. INITIAL RIVERBOAT CASINO	13
Section 4.01. Initial Riverboat Casino	13

ARTICLE 5. ADDITIONAL COLUMBIA RIVERBOAT CASINO	14
Section 5.01. Additional Columbia Riverboat Casino	14

ARTICLE 6. CASINO DEVELOPMENT RESTRICTION ON THIRD PARTIES	15
Section 6.01. Casino Development Restriction on Third Parties	15

ARTICLE 7. TERMINATION FEE	16
Section 7.01. Termination Fee	16
Section 7.02. Permanent Removal of Second Riverboat Casino But First Riverboat Casino Remains in Operation	18

ARTICLE 8. EMPLOYMENT IN LOCAL COMMUNITY	18
Section 8.01. Employment in Local Community	18

ARTICLE 9. CITY’S REVERSIONARY INTEREST IN SHORESIDE FACILITIES SITES	18
Section 9.01. City’s Reversionary Interest	18
Section 9.02. Exchange of Deeds	18

ARTICLE 10. CLAUSES TO ENSURE MORTGAGEABILITY OF THE SHORESIDE FACILITIES SITES	19
Section 10.01. Rights to Mortgage Shoreside Facilities Sites	19
Section 10.02. Estoppel Certificates	19
Section 10.02.1. Rights of Each Party	19
Section 10.02.2. Failure to Execute Estoppel Certificate	19
Section 10.02.3. Delivery of Estoppel Certificates	20
Section 10.03. Event of Default	20
Section 10.03.1. Monetary Default	20
Section 10.03.2. Non-Monetary Default	20
Section 10.03.3. Remedies	21
Section 10.03.4. Pending Dispute Regarding Event of Default	21
Section 10.04. In the Event Columbia Temporarily Ceases to Operate the Casino Support Facilities or the Riverboat Casino	22
Section 10.05. Other Mortgagee Protection Provisions	23
Section 10.05.1. Modifications Required by Mortgagee	23
Section 10.05.2. Initial Notice	23
Section 10.05.3. Termination of Mortgagee’s Rights	23
Section 10.05.4. Cancellation, Surrender, Amendment, Etc.	23
Section 10.05.5. Copies of Notices	23

Section 10.05.6. Columbia’s Cure Period Expiration Notice	24
Section 10.05.7. Right to Perform Covenants and Agreements	24
Section 10.05.8. Transfer of Columbia’s Rights	24
Section 10.05.9. Notice of Default and Mortgagee’s Cure Rights	24
Section 10.05.10. Effect of Cure	25
Section 10.05.11. Quiet Enjoyment	26
Section 10.05.12. Failure by Mortgagee to Cure Events of Default	26
Section 10.05.13. Mortgagee’s Right to Enter the Shoreside Facilities Sites	26
Section 10.05.14. Rights of Mortgagee Upon Acquiring Control	26
Section 10.05.15. Payments Made by Mortgagee	27
Section 10.06. Prohibition on City Granting Mortgage	27
Section 10.07. Bankruptcy	27
Section 10.07.1. Affecting Columbia	27
Section 10.07.2. Affecting the City	27
Section 10.08. Default by the City	28

ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS	28
Section 11.01. Representations and Warranties	28
Section 11.02. Covenants	30
Section 11.03. Survival of Representations, Warranties, and Covenants	30
Section 11.04. Columbia’s Representations and Warranties	31

ARTICLE 12. MISCELLANEOUS	31
Section 12.01. Execution by Both Parties	31
Section 12.02. Captions	31
Section 12.03. Entire Agreement	31
Section 12.04. Successors and Assigns	31
Section 12.05. Sale of Fee Simple Title	32
Section 12.06. Gender and Number	32
Section 12.07. Attorneys’ Fees and Other Costs	32
Section 12.08. Governing Law	33
Section 12.09. Notices	33
Section 12.10. Period of Time	34
Section 12.11. Preparation of Agreement	34
Section 12.12. Exhibits	34
Section 12.13. Further Agreements	34
Section 12.14. No personal Liability	34
Section 12.15. Agreement to Cooperate	34
Section 12.17. Authority to Execute	35
Section 12.18. Force Majeure	35
Section 12.19. City as Landowner	35
Section 12.20. Counterparts	35
Section 12.21. Recording Fees	35

iii

AMENDED AND RESTATED
MASTER AGREEMENT OF PURCHASE AND SALE

This Amended and Restated Master Agreement of Purchase and Sale (this “Agreement”) is made and entered into by and between THE MAYOR AND ALDERMEN OF THE CITY OF VICKSBURG, MISSISSIPPI (“City”), and COLUMBIA PROPERTIES VICKSBURG, LLC, a Mississippi limited liability company (“Columbia”).

RECITALS :

A. The City implemented a master riverfront redevelopment plan for downtown Vicksburg which included a riverboat casino and a hotel initially owned by Harrah’s Vicksburg Corporation. The City and Harrah’s entered into a Master Agreement for Purchase and Sale dated January 21, 1993, and recorded in Book 978, page 366 of the Warren County Mississippi Land Records. For and in consideration of the mutual promises and covenants set forth herein the City and Columbia desire to modify certain provisions of the original Master Agreement for Purchase and Sale.

B. Columbia desires to operate a riverboat casino and hotel as part of the City’s riverfront redevelopment plan for downtown Vicksburg.

DEFINITIONS

Capitalized terms found herein shall have the meaning ascribed to them in the Master Agreement of Purchase and Sale, dated January 21, 1993, between The Mayor and Aldermen of the City of Vicksburg, Mississippi and Harrah’s Vicksburg Corporation, unless defined herein.

The following defined terms shall have the stated meanings for the entire Agreement unless otherwise specifically stated in the Agreement itself:

“Agreement” shall mean this Amended and Restated Master Agreement of Purchase and Sale made and entered into by and between The Mayor and Aldermen of the City of Vicksburg, Mississippi and Columbia Properties Vicksburg, LLC, a Mississippi limited liability company.

“Bankruptcy Proceedings” shall mean any proceeding involving a party to this Agreement under the United States Bankruptcy Code or any similar state or federal statute for the relief of debtors.

“Casino Opening Date” shall mean that specific date on which the Casino commenced operations in Mississippi: November 15, 1993.

“Casino Support Facilities” shall mean the pavilions, walkways, boardwalks, and docking facilities required to bring customers from the Hotel to the Riverboat Casino, the City Garages, and related facilities.

“Casualty” shall mean any damage or destruction affecting (i) the Casino Support Facilities; or (ii) the Riverboat Casino, the Second Riverboat Casino or a substitute riverboat casino.

“City Garages” shall mean the two parking garages containing 800 parking spaces owned by Columbia.

“City Property” shall mean Tract 12, the Crawford Street Property, Tract 11, Tract 39, Air Right Property, Tract 15, Tract 63 and the Second Riverboat Property, formerly owned by the City and sold to Harrah’s. See attached Exhibit “A”.

“Columbia Sussex Corporation, Inc. (“CSC”)” shall mean that specific company which is providing a guaranty on behalf of Columbia in this transaction.

“Consumer Price Index” shall mean the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, United States City Average, all items (1982-1984 = 100). If such index is no longer published, then Columbia shall designate a successor or replacement index of substantially equivalent reliability and objectivity. The Consumer Price Index in effect for any given date shall be deemed to refer to the Consumer Price Index last published before such date.

“Effective Date” shall mean that date upon which the Amended and Restated Master Agreement of Purchase and Sales has been fully executed and delivered by Columbia and the City.

“Event of Default” shall mean the occurrence of any one or more of the circumstances set forth in Section 10.03 arising in relation to the Shoreside Facilities Sites after the Transfer Date (subject to the rights of mortgagees set forth herein).

“Fiscal Month” shall mean Columbia’s actual fiscal month as in effect from time to time. Such term shall also mean and refer to any partial fiscal month arising because of a change in Columbia’s fiscal month, subject to proration of any periodic payments calculated on the basis of a Fiscal Month.

“Fiscal Year” shall mean Columbia’s actual fiscal year as in effect from time to time. Such term shall also mean and refer to any partial fiscal year arising because of a change in Columbia’s fiscal year or because of a variation between the commencement date of Columbia’s fiscal year and the date when Columbia is required to commence to pay the Percentage Amount

calculated with respect to each Fiscal Year (in each case subject to proration of any periodic payments calculated on the basis of a Fiscal Year).

“Fixed Amount” shall mean the amount payable by Columbia to the City, defined as $562,939.56 per annum, adjusted annually by the Consumer Price Index, with the base year being 2003. The annual adjustment will be calculated as of December 1st.

“Force Majeure” shall mean an event of force majeure shall include, but not be limited to, acts of war, insurrection, civil strife and commotion, labor unrest, acts of God or the discovery of Hazardous Chemicals.

“Gross Revenues” shall mean all revenues of any nature derived directly or indirectly from the Casino Support Facilities and the Riverboat Casino, including Net Gaming Revenue Win, as defined, food and beverage sales and other rental or other receipts from lessees, sublessees, licensees and concessionaries (but not the gross receipts of such lessees, sublessees, licensees or concessionaires, provided that such lessees, sublessees, licensees and concessionaires are not subsidiaries or affiliates of Columbia), and revenue recorded for complimentary food and beverage and merchandise extended to patrons as promotional items. The revenue from the City Garages and the hotel rooms are hereby specifically excluded from the calculation of Gross Revenues.

“Harrah’s Vicksburg Corporation” or “Harrah’s” shall mean that corporation licensed by the Mississippi Gaming Commission and operating the facilities that are the subject of this Agreement and a party to the original Master Agreement prior to the Transfer Date.

“Hazardous Chemical” shall mean any toxic or hazardous substance as defined in 42 U.S.C. § 9601(14); any petroleum product, including, without limitation, crude oil or any fraction thereof, natural gas liquid, liquefied natural gas or synthetic gas, asbestos and other pollutants, and any chemical subject to reporting under EPCRKA; has attached to (or been asserted to exist with respect to) the Hotel Site by reason of any state, federal or local agency or body expending monies to clean up or remove any substance referred to in Section 11.01(r).

“Hotel” shall mean the Hotel adjacent to the riverboat Casino which contains 117 rooms and various other related facilities.

“Net Gaming Revenue Win” shall mean the sum total of (a) cash received as winnings from slot machines, table games, keno, sportsbook, racebook, poker bingo and other games; (b) cash received in payment for credit extended by Columbia to a patron for purposes of gaming; and (c) compensation received for conducting any game in which Columbia is not party to a wager; less the total of all cash paid out as losses to patrons, those amounts paid to purchase annuities to fund losses paid to patrons over several years by independent financial institutions and any other items made deductible as losses in the ordinary course of business according to Columbia’s standard accounting system.

“Net Revenues” shall mean Gross Revenues, as defined, less the following revenues actually received by Columbia and included in Gross Revenues: (i) any gratuities or service charges added to a customer’s bill; (ii) any credits or refunds made to customers, guests or patrons; (iii) any sums and credits received by Columbia for lost or damaged merchandise; (iv) any sales taxes, excise taxes, gross receipt taxes, admission taxes, entertainment taxes, tourist taxes or charges received from patrons and passed on to a governmental or quasi-governmental entity (This is specifically not intended to create a deduction for any state, county or municipal tax on gaming revenues or gaming equipment which are imposed on the operator of a gaming facility.); (v) any proceeds from the sale or other disposition of furnishings and equipment or other capital assets; (vi) any fire and extended coverage insurance proceeds; (vii) any condemnation awards; (viii) any proceeds of financing or refinancing; (ix) any interest on bank account(s); and (x) revenues representing complimentary food and beverage and merchandise extended to patrons as promotional items.

“Percentage Amount” shall mean the 1.5 percent (1.5%) of Net Revenues Columbia agrees to pay the City annually in addition to the Fixed Amount.

“Prime Rate” shall mean the prime rate or equivalent “base” or reference” rate for corporate loans that, at Columbia’s election, by notice to the City, is: (a) published from time to time in The Wall Street Journal; (b) announced from time to time by Citibank, N. A., New York, New York, or any other large United States “money center” commercial bank designated by Columbia; or (c) if such rate is no longer so published or announced, then a reasonably equivalent rate published by an authoritative third party designated by Columbia, subject to the City’s consent which shall not be unreasonably withheld. Notwithstanding anything to the contrary in this paragraph, the Prime Rate shall never exceed the highest rate of interest legally permitted to be charged in transactions of the character of this Agreement between parties of a character similar to the City and Columbia.

“Riverboat Casino” shall mean a riverboat casino containing approximately 20,000 square feet of casino space and approximately 900 gaming positions which will be docked or moored in and connected with the Casino Support Facilities.

“Second Riverboat Casino” shall mean that certain riverboat casino located or to be located on the Second Riverboat Property. The exterior of the Second Riverboat Casino shall resemble the paddlewheel or side wheel riverboats that were an integral part of the Mississippi riverboat history.

“Second Riverboat Property” shall mean that certain additional 450 feet of tract 63 along the floodwall as generally depicted on Exhibit “A” which property shall be adjacent to that certain waterfront property defined as Tract 63 herein, on which the Riverboat Casino will be docked.

“Shoreside Facilities Sites” shall mean, collectively, Tracts 11 and 39, Tract 15, Tract 63, the Second Riverboat Property, Air Right Property, and Selby Property, subject to the City’s reversionary rights.

“Transfer Date” shall mean the date upon which the Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino; Hotel; Casino Support Facilities; and all other properties and facilities contemplated in the Agreement are transferred from the Harrah’s Vicksburg Corporation to Columbia.

“Transfer of Ownership” shall mean that transfer of the Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino; Hotel; Casino Support Facilities; and all other properties and facilities contemplated in the Agreement that are transferred from Harrah’s Vicksburg Corporation to Columbia.

“Waiver of Subrogation” shall mean a provision in, or endorsement to, any insurance policy required by this Agreement, by which the insurance carrier agrees to waive all rights of recovery by way of subrogation against either party to this Agreement in connection with any loss covered by such insurance policy.

A G R E E M E N T :

IN CONSIDERATION OF THE SUMS TO BE PAID BY COLUMBIA TO THE CITY, THE COVENANTS, AGREEMENTS AND WARRANTIES OF THE PARTIES HEREIN CONTAINED, AND IN CONSIDERATION OF THE RECITALS SET FORTH ABOVE, WHICH ARE HEREBY INCORPORATED AS PART OF THIS AGREEMENT BY REFERENCE, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE CITY AND COLUMBIA AGREE AS FOLLOWS:

ARTICLE 1

Section 1.01 Columbia’s Payments to the City Upon Transfer of Riverboat Casino .

Section 1.01.1 . Amount of Payments . In consideration for Columbia’s acquisition of fee simple title subject to the City’s reversionary interest therein to Tracts 11 and 39, Tract 15, Tract 63, the Second Riverboat Property, the Selby Property and the Air Right Property, and in consideration for the City granting Columbia the exclusive casino development on City-owned or leased property, upon the transfer of ownership of the Riverboat Casino (“Transfer Date”) and continuing until the date 30 years thereafter, Columbia agrees to pay the City $562,939.56 per annum adjusted annually by the Consumer Price Index, as defined, with the base year being the calendar year of the Transfer Date (2003) (“Fixed Amount”), plus 1.5 percent (1.5%) of Net Revenues, as term is defined, (“Percentage Amount”). The Percentage

Amount shall be payable monthly, on the 20th of the month, and is based on the preceding month’s revenue. Inasmuch as amounts due the City will be prorated between Columbia and Harrah’s on the Transfer Date, Columbia shall pay the Percentage Amount for the entire month that the Transfer Date occurs, including that portion applicable to Harrah’s. Columbia shall also pay the Percentage Amount due for the month preceding the Transfer Date if the Transfer Date is on or prior to the 20th of the month.

Section 1.01.2 . Timing and Reporting of Payments . Columbia shall pay the Fixed Amount in equal monthly installments in advance on the twentieth (20 th ) day of each Fiscal Month, as defined, with the first payment becoming due the month that the Transfer Date occurs if the Transfer Date is prior to the 20th of the month. If the Transfer Date is on or after the 20th, then the first payment shall be made the 20th of the following month.

Section 1.01.3 . Means of Payment . Columbia shall pay all amounts payable to the City under Section 1.01 by either of the following, at Columbia’s election, which election Columbia may change from time to time by at least thirty (30) days notice to the city: (a) good and sufficient check (subject to collection) delivered to the City; or (b) wire transfer to the City’s bank account, which the City shall identify to Columbia upon request (and the City shall have the right to change from time to time by at least thirty (30) days notice to Columbia).

Section 1.01.4 . Columbia’s Accounting Records . Columbia shall maintain (in Vicksburg or at a central accounting location identified to the City upon request) accounting records and procedures complying with Columbia’s accounting standards to enable Columbia to calculate any Percentage Amount due. Columbia shall preserve Columbia’s books and records relating to each Fiscal Year, as defined, for at least three (3) years after the end of such Fiscal Year. If at the conclusion of such three-year period a dispute is pending between the City and Columbia regarding the amount of Net Revenues, then Columbia shall continue to preserve such records pending the final disposition of such dispute. Columbia shall not be responsible for any of Harrah’s accounting records. Any information regarding Harrah’s accounting, desired by the City, shall be requested, by the City, directly from Harrah’s prior to the Transfer Date.

Section 1.01.5 . City’s Right to Audit . Within (and in no event later than) one hundred eighty (180) days after the end of each Fiscal Year, the City shall be entitled to cause a certified public accountant designated by the City (and approved by Columbia, such approval not to be unreasonably withheld) to audit Columbia’s books and records relevant to the calculation of Net Revenues reported by Columbia during the preceding Fiscal Year. Any audit shall be performed in a reasonable manner, during ordinary business hours and without unreasonably interfering with Columbia’s business. If such audit reveals that Net Revenues were understated, then within thirty (30) days after receipt of the audit with appropriate backup documentation, Columbia shall pay the net additional Percentage Amount due on account of the audit corrections. If such audit reveals that Net Revenues were overstated, then Columbia shall be entitled to a credit against the next payment(s) of the Percentage Amount in an amount equal to the previous overpayment revealed by the audit corrections. Any adjusting payment on account of previous overpayment

or underpayment shall bear interest at the Prime Rate, as defined, from the date it would have been paid (or the date of Columbia’s previous overpayment, if applicable) had Columbia’s annual statement been correct until the date actually paid or credited. If Percentage Amount was understated by more than 5 percent (5%), then Columbia shall pay the reasonable cost of such audit; otherwise the audit shall be conducted at the City’s expense.

Columbia hereby agrees to permit the City to obtain from the state of Mississippi copies of any of its filings in relation to the development described herein, including the sales tax, gross revenues tax and any other tax-related information. Columbia hereby authorizes the state of Mississippi tax commission or other applicable governmental entity to release such information as requested in writing by the City. The City shall provide Columbia with a copy of any request made for the above described information.

Section 1.01.6 . INTENTIONALLY OMITTED

Section 1.01.7 . Late Payment . If Columbia makes any payment required under this Section 1.01 more than thirty (30) days after such payment is first due and payable, then in addition to any other remedies the City may have, and without reducing or adversely affecting any of the City’s other rights and remedies, Columbia shall pay the City, within thirty (30) days after demand, interest on such late payment, at an interest rate equal to the Prime Rate, beginning on the thirty-first (31 ST ) day after such payment was first due and payable and continuing until the date when Columbia actually makes such payment. If Columbia makes any payment due under this Section 1.01 more than thirty (30) days after such payment is due and Columbia has, during the preceding Fiscal Year, twice previously failed to make any payment due under this Section 1.01 within thirty (30) days after such payment was first due and payable, then, in addition to any other remedies the City may have, and without reducing or adversely affecting any of the City’s other rights and remedies, Columbia shall within thirty (30) days after demand pay the City interest on such late payment, at an interest rate equal to the Prime Rate, beginning on the date such payment was first due and payable and continuing until the date when Columbia actually makes such payment.

ARTICLE 2
SHORESIDE FACILITIES SITES DEVELOPMENT

Section 2.01 . Shoreside Facilities Sites Development .

The City shall give Columbia its full cooperation and shall cause its employees and representatives to assist Columbia in applying for and obtaining any re-zoning, licensing, and permitting processes required by the municipality for the development of the Casino Support Facilities on the Shoreside Facilities Sites to be undertaken in an expeditious manner.

If Columbia so elects, the City, at Columbia’s expense, will either apply for or jointly apply for with Columbia all U.S. Army Corps of Engineers permits required to undertake the

dredging and construction activity on the Yazoo River necessary to continue to dock the riverboat casino and related facilities. Upon the reversion of fee simple title to the City, any U.S. Army Corps of Engineers permits or licenses received in relation to the Casino Support Facilities which are assignable or transferable shall be assigned or transferred by Columbia to the City.

Section 2.02 . Columbia’s Right to Perform Alterations and Construct Additions to Casino Support Facilities . At Columbia’s sole cost and expense, Columbia shall be entitled, but not required, to make and from time to time alter, modify or reconstruct any improvements, repairs or alterations to the Casino Support Facilities as Columbia shall consider necessary or appropriate. Columbia, at its sole cost and expense, shall have the right to add facilities to the Casino Support Facilities or on the Shoreside Facilities Sites. Columbia shall have the right to demolish existing Casino Support Facilities provided that the demolished Casino Support Facilities are replaced with Casino Support Facilities of comparable value to those demolished. In the event Columbia desires to demolish all or a part of the Casino Support Facilities and not replace such Casino Support Facilities with new Casino Support Facilities of a comparable value, Columbia shall obtain the written approval of the City prior to the commencement of demolition. Columbia shall perform all construction work in connection with any improvement, repair or alteration to the Casino Support Facilities or additions on the Shoreside Facilities Sites in substantial compliance with all applicable laws, permits, regulations, licenses and codes.

When alterations or additions are made to the Casino Support Facilities, an “As Built” set of plans reflecting such alterations or additions shall be delivered to the City after such alterations and additions are completed.

The City has agreed to close that portion of South Street where Columbia owns both sides of the street. Columbia will file a petition to close that portion of South Street, reserving access rights to the floodwall and gates to meet the City’s obligation under its agreement with the U.S. Army Corps of Engineers. The City agrees to assist Columbia in filing any such petition. The City further agrees to assist Columbia with any additional petition to close the streets.

Section 2.03 . Floodwall . Columbia agrees to keep the floodwall gates on Tract 15, Tract 63 and the Second Riverboat Property open and accessible to the City so that said floodwall gates can be closed by the City in the event of high water. Columbia furthermore agrees to give the City access over the Shoreside Facilities Sites to the floodwall located on the Shoreside Facilities Sites to perform maintenance and repair on said portion of the floodwall. Until such time as the Second Riverboat Property is utilized for the Second Riverboat Casino, the Clay Street entrance at the floodwall shall remain open for public vehicular and pedestrian use. It is not the intention of the parties to covey the strip of land on which the floodwall actually sits.

Section 2.04 . Columbia’s Obligation to Maintain Casino Support Facilities . Columbia agrees to maintain the Casino Support Facilities, as periodically altered or constructed, in good order, condition and repair subject to Casualty, as defined, and reasonable wear and tear.

Section 2.05 . Insurance.

Section 2.05.1 . Columbia to Insure . Columbia shall, at Columbia’s sole cost and expense, prior to reversion of the Shoreside Facilities Sites and the Casino Support Facilities located thereon to the City, maintain the following insurance (or its then reasonably available equivalent):

Section 2.05.1.1 . Casualty . Casualty insurance providing coverage for the Shoreside Facilities Sites and Casino Support Facilities and all equipment, fixtures, and machinery at or in the Casino Support Facilities, against loss, damage, and destruction by fire and other hazards encompassed under broad form coverage as may be customary for like properties in Warren County in the state of Mississippi (but Columbia shall in no event be required to maintain war risk insurance) from time to time, in an amount not less than 80 percent (80%) of the replacement value of the insurable buildings, structures, improvements and equipment (excluding excavations and foundations) located on the Shoreside Facilities Sites, but in any event sufficient to avoid co-insurance in the event of a partial loss. To the extent customary for like properties at the time, such insurance shall include coverage for explosion of steam and pressure boilers and similar apparatus located in the Casino Support Facilities; an “increased cost of construction” endorsement; and an endorsement covering demolition and cost of debris removal.

Section 2.05.1.2 . Liability . General public liability insurance against claims for personal injury, death or property damage occurring upon, in or about the Casino Support Facilities or on the Shoreside Facilities Sites, including so-called garage keeper’s legal liability coverage. The coverage under all such liability insurance shall be at least TEN MILLION DOLLARS AND 00/100 ($10,000,000) in respect of injury or death to a single person, and at least TEN MILLION DOLLARS AND 00/100 ($10,000,000), in respect of any one accident, and not less than TEN MILLION DOLLARS AND 00/100 ($10,000,000) for property damage. The City shall be entitled, from time to time, upon one hundred eighty (180) days notice to Columbia to increase the dollar limits set forth in this paragraph, subject to the following limitations, which shall be cumulative: (a) such increased limits shall never exceed the limits initially set forth plus an increase proportionate to the increase in the Consumer Price Index from the Casino Opening Date to the date of the adjustment, rounded to the nearest million dollars; (b) such limits shall never exceed the limits customarily maintained for similar commercial properties located in Warren County; and (c) the City shall not be entitled to increase such limits more frequently than once every three (3) years.

Section 2.05.1.3 . Workers’ Compensation .

Workers’ compensation insurance covering all persons employed in connection with the construction, alteration, repair or operation of the Casino Support Facilities, and with respect to whom any claim could be asserted against the City.

Section 2.05.1.4 . Other . All insurance required by any mortgage and such other insurance as Columbia determines appropriate in exercise of Columbia’s reasonable business judgment.

Section 2.05.2 . Nature of Insurance Program . Any or all insurance required by this Agreement may be provided by a “captive” insurance company affiliated with Columbia or, by notice to the City specifying the risks being covered by self-insurance, through a self-insurance program provided, in the latter case, that the self-insuring entity is (a) an affiliate or subsidiary of Columbia or its parent company; or (b) any other substantial entity that, in the City’s reasonable judgment, has sufficient assets and net worth under the circumstances.

Section 2.05.3 . Policy Requirements and Endorsements . All insurance policies required by this Agreement shall contain (by endorsement or otherwise) the following provisions:

Section 2.05.3.1 . Additional Insureds . To the extent consistent with ordinary insurance practices, liability insurance policies shall name as additional insured the City and any mortgagees.

Section 2.05.3.2 . Primary Coverage . All policies shall be written as primary policies not contributing with or in excess of any coverage that the City may carry.

Section 2.05.3.3 . Columbia’s Acts or Omissions . Each policy shall include, if available without additional cost, a provision that any act or omission of Columbia shall not prejudice any other party’s rights (other than Columbia) under such insurance coverage.

Section 2.05.3.4 . Insurance Carrier Standards . Each insurance carrier shall be authorized to do business in the state of Mississippi and shall have a “Best’s” rating of at least A VII, except to the extent such insurance is provided in compliance with this Agreement by an affiliated “captive” insurance company or pursuant to Columbia’s self-insurance program.

Section 2.05.3.5 . Notice to the City . The insurance carrier shall undertake to give the City thirty (30) days prior written notice of cancellation or non-renewal, other than on account of nonpayment of premiums, provided that (except in the case of a “captive” insurance carrier) failure to give such notice shall not adversely affect the rights or increase the obligations of the insurance carrier.

Section 2.05.4 . Deliveries to the City . Upon notice to such effect by the City, Columbia shall deliver to the City policies or certificates or certified copies of the insurance policies required by this Agreement, endorsed “Paid” or accompanied by other evidence that the premiums for such policies have been paid before the expiration of any then current policy.

Section 2.05.5 . Blanket and Umbrella Policies . Columbia may provide any insurance required by this Agreement pursuant to a “blanket” or “umbrella” insurance policy, provided that (i) such policy or a certificate of such policy shall specify the amount(s) of the total insurance allocated to the Shoreside Facilities Sites and Casino Support Facilities, which amount(s) shall be subject to reduction on account of claims made with respect to other properties; and (ii) such policy otherwise complies with this Agreement.

Section 2.05.6 . Columbia’s Inability to Obtain Insurance . If (a) any insurance required by this Agreement should, after diligent effort by Columbia, be unobtainable at commercially reasonable rates through no act or omission by Columbia; and (b) Columbia shall obtain the maximum insurance reasonably obtainable and give written notice to the City of the extent of Columbia’s inability to obtain any insurance required to be maintained under this Agreement, then unless Columbia’s inability to procure and maintain such insurance results from some activity or conduct within Columbia’s reasonable control, Columbia’s obligation to procure and maintain such insurance as is unobtainable shall be excused. To the extent that such insurance may be obtainable by the City at a cost per million dollars of coverage not exceeding 110 percent (110%) of the cost per million dollars of coverage of the insurance of the same type actually obtained by Columbia, the City may (unless Columbia has elected to self-insure, in compliance with this Agreement, the risk in question) at Columbia’s cost and expense procure and maintain such insurance, which shall be issued in Columbia’s name and otherwise comply with all applicable requirements of this Agreement.

Section 2.05.7 . Waiver of Certain Claims . To the extent that the City or Columbia purchases any hazard insurance relating to the Casino Support Facilities, the party purchasing such insurance shall attempt to cause the insurance carrier to agree to a Waiver of Subrogation, as defined. If any insurance policy cannot be obtained with a Waiver of Subrogation, or a Waiver of Subrogation is obtainable only by the payment of an additional premium, then the party undertaking to obtain the insurance shall give notice of such fact to the other party. The other party shall then have ten (10) business days after receipt of such written notice either to place the insurance with a company that is reasonably satisfactory to the other party and that will issue the insurance with a Waiver of Subrogation at no additional cost, or to agree to pay the additional premium if such a policy can be obtained only at additional cost. To the extent that the parties actually obtain insurance with a Waiver of Subrogation, the parties release each other, and their respective authorized representatives, from any claims for damage to any person, the Casino Support Facilities, that are caused by or result from risks insured against under such insurance policies, but only to the extent of the available insurance proceeds.

Section 2.05.8 . No Representation of Adequate Coverage . Neither party makes any representation, or shall be deemed to have made any representation, that the limits, scope, or form of insurance coverage specified in this Section 2.05 are adequate or sufficient.

Section 2.06 . Damage or Destruction .

Section 2.06.1 . Notice; No Payment Abatement . Columbia shall promptly give the City written notice of any Casualty, as defined. The monthly Fixed Amount and the Percentage Amount to be paid by Columbia during the period operations are completely or partially closed due to Casualty shall be the average monthly payment adjusted by the CPI of the Fixed Amount and Percentage Amount paid by Columbia during the twelve (12) month period preceding the complete or partial closing of operations in lieu of the Fixed Amount or Percentage Amount actually earned during such period, unless the amount actually earned is greater than the amount calculated in accordance with the above procedure. Columbia shall, at its election (subject to the terms of any applicable mortgages), either: (a) with reasonable promptness restore the damaged improvements as nearly as may be practicable to their condition, quality, and class immediately prior to such Casualty, with such changes or alterations (including demolition) as Columbia shall elect to make in conformity with this Agreement; or (b) terminate this Agreement, by at least thirty (30) days advance notice to the City, in which event the Casino Support Facilities and Shoreside Facilities Sites shall revert to the City, and assign to the City all of Columbia’s rights with respect to insurance proceeds arising from the Casualty. In the event Columbia elects “b,” Columbia shall remain liable for the payment of a termination fee calculated in accordance with the procedure set forth in Section 7.01. Columbia’s election to terminate under “b” shall not be effective unless joined in by all mortgagee(s) whose mortgage(s) grant them the power to withhold consent to such termination. If Columbia elects “b,” then the City shall have the right, by notice to Columbia within ten (10) business days after receipt of Columbia’s notice, to require Columbia to cause the remaining improvements to be demolished and the debris removed, so that the Shoreside Facilities Sites are returned to the City as vacant and level land. The parties shall cooperate to make available the insurance proceeds for such demolition work, which Columbia shall perform with reasonable promptness but the completion of which shall not be a condition to termination of this Agreement and the reversion of the Shoreside Facilities Sites to the City. Any remaining insurance proceeds after performance of such demolition work shall belong to the City.

In the event the buildings, structures, improvements and equipment were insured for less than 80 percent (80%) of their replacement value, Columbia shall fund the difference between the actual insurance proceeds received and the amount that would have been received had the buildings, structures, improvements and equipment been insured for 80 percent (80%) of their replacement value.

Section 2.06.2 . Adjustment of Claims; Use of Insurance Proceeds . Columbia shall be solely responsible for the adjustment of any insurance claim, except that, to the extent permitted by any mortgage, each mortgagee is expressly authorized and empowered to participate in any settlements, adjustments, arbitrations or proceedings with respect to any insurance claim. All proceeds of casualty or hazard insurance shall be paid to Columbia, subject to rights of mortgagees.

Section 2.06.3 Depository . Upon request by any mortgagee (subject to the terms of the applicable mortgage), all proceeds in excess of ONE MILLION DOLLARS AND 00/100

(1,000,000) of casualty insurance permitted by the mortgage to be applied by Columbia to rebuild, restore or repair the Casino Support Facilities shall be deposited with an institutional lender designated by Columbia and the mortgagee, to be disbursed in accordance with mortgage(s) for the repair, restoration or reconstruction of the Casino Support Facilities.

Section 2.07 . Quiet Enjoyment . The City covenants that, so long as the City is not entitled to the reversion of the Shoreside Facilities Sites on account of an Event of Default, as defined, or termination by Columbia, Columbia shall and may peaceably and quietly have, hold and enjoy the Shoreside Facilities Sites and the Casino Support Facilities without molestation or disturbance by or from the City or anyone claiming by or through the City.

ARTICLE 3
CITY GARAGES

Section 3.01 . City Garages . Columbia shall have the right to make such alterations to the City Garages as it deems appropriate (i) to permit access to the Hotel and Casino Support Facilities; and (ii) to improve their efficiency; provided, however, Columbia shall obtain the approval of the City prior to making any structural alterations to the City Garages. The City’s approval of such structural alterations shall not be unreasonably delayed or withheld.

The City hereby approves and agrees to permit Columbia to make new entrances from the City Garages directly on to the public alley behind the City Garages which comprise part of Tracts 35 and 38.

The City hereby agrees to permit Columbia to construct additional levels of parking on top of the existing City Garages provided that such additional levels can be safely added without adversely affecting the structural integrity of the existing City Garages.

Columbia agrees at all times to permit public access to the City Garages for parking. The parking fee charged, if any, by Columbia for use of the City Garages shall be the same to all customers.

Columbia agrees to allocate 75 (seventy five) parking spaces in a designated area selected by Columbia in the City Garages to the City for use by the merchants along Washington Street and employees of the City Monday through Saturday from 7 A.M. to 7 P.M. Said individuals shall be charged at a rate established by the City.

ARTICLE 4
INITIAL RIVERBOAT CASINO

Section 4.01 . Initial Riverboat Casino . After the Transfer Date, Columbia shall operate and maintain a riverboat casino containing approximately 20,000 square feet of casino space and

approximately 900 gaming positions, which will be docked or moored in and connected with the Casino Support Facilities.

At no time shall the Riverboat Casino, a Second Riverboat Casino, as hereinafter defined, or substitute riverboat casino be considered the property of the City. The City hereby agrees that it shall have no right, title or interest in the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino. All benefits and burdens of ownership of the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino (except for City’s right to a percentage of the revenues generated by the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino while docked at the Casino Support Facilities) shall be and remain with Columbia. Columbia or a Columbia’s affiliate(s) shall have the unrestricted right to obtain financing by granting lenders a mortgage or security interest in the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino; the equipment and supplies located on the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino; and the income and revenues generated by the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino (except any interest in such income and revenue shall be subject to the City’s right to receive a percentage of the revenues generated by the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino while docked at the Casino Support Facilities). Columbia may, from time to time, substitute a different riverboat casino from the original Riverboat Casino or Second Riverboat Casino constructed for the Casino Support Facilities; provided that the substitute riverboat casino contains at least the same number of gaming positions and complies with the same exterior design requirements described above.

ARTICLE 5
ADDITIONAL COLUMBIA RIVERBOAT CASINO

Section 5.01 . Additional Columbia Riverboat Casino . Upon the Transfer Date, the City shall re-convey to Columbia’s fee simple title, subject to the City’s reversionary interest in said property, that certain additional 450 feet of Tract 63 along the floodwall as generally depicted on Exhibit “A” which property shall be adjacent to that certain waterfront property defined as Tract 63 herein, on which the Riverboat Casino will be docked. Said additional 450 feet of waterfront property shall be referred to as the “Second Riverboat Property.” Columbia, at its expense, shall obtain, prior to the Transfer Date, a survey of the Second Riverboat Property and a legal description of the Second Riverboat Property.

(NOTE: PLEASE SEE DEFINITIONS SECTION FOR SECOND RIVERBOAT CASINO-PARAGRAPH WAS MOVED NOT OMITTED)

On the Transfer Date, Columbia shall lease the Second Riverboat Property back to the City for a rental payment of ONE DOLLAR AND 00/100 ($1.00) per year. The City shall have the right to use the Second Riverboat Property in the manner it was being used as of the Effective Date.

At such time as Columbia decides to operate a Second Riverboat Casino, it shall have the right, upon one hundred twenty (120) days notice to the City, to terminate the City’s lease. Upon the substantial completion and opening of the Second Riverboat Casino, Columbia shall pay the City FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), adjusted by the CPI, with the base year being the calendar year in which the Casino Opening Date occurs plus 1.5 percent (1.5%) of the Second Riverboat Casino’s Net Revenues.

Prior to commencing the construction of the mooring and docking facility for the Second Riverboat Casino, Columbia shall, at its expense, on land owned by the City at the northern end of the Second Riverboat Property, construct, if the City so desires, a similar docking, mooring and landing structure as existed as of the Effective Date on the Second Riverboat Property to be used by the various passenger riverboats which periodically stop at the City of Vicksburg and the general public. The City and the general public shall have access through the floodwall at some point to such new docking and mooring structure.

The facilities constructed on the Second Riverboat Property shall be included in the definition of Casino Support Facilities and the Second Riverboat Property shall be considered part of the Shoreside Facilities Sites.

ARTICLE 6
CASINO DEVELOPMENT RESTRICTION ON THIRD PARTIES

Section 6.01 . Casino Development Restriction on Third Parties . So long as Columbia has title to the Shoreside Facilities Sites, the City shall restrict the use of all property in Warren County, Mississippi, that is owned or hereafter acquired by the City and is capable of being used for a riverboat casino operation or riverboat casino support facilities according to the Mississippi Gaming Control Act of 1990, as amended, and the Regulations of the Mississippi Gaming Commission, as amended, including, but not limited to the property which adjoins the water of the Mississippi River or adjoins the water of the Yazoo Diversion Canal, so that such property shall not be used for the development or operation of a new casino or its infrastructure/land-based support facilities as required by the Mississippi Gaming Commission Regulation II.A., Section 3(h), without the prior written approval of Columbia. There is no restriction on the utilization of city-owned or leased property for improvements associated with a particular new riverboat casino operation after that particular new riverboat casino operation has met its infrastructure/land-based obligations pursuant to Mississippi Gaming Commission Regulation II.A., Section 3(h).

On the Transfer Date, the City shall record in the land registry for Warren County a deed restriction on all property owned by the City in Warren County capable of being used for a riverboat casino operation according to the laws of the state of Mississippi.

In the event the City acquires additional property after the Transfer Date, capable of being used for a riverboat casino operation according to the laws of the state of Mississippi, the City shall record a similar deed restriction on such property as that referred to above.

The City agrees, in its municipal capacity and in its capacity as a private landowner, not to sell, abandon or vacate that portion of South Street west of Levee Street and agrees not to permit any other casino operator to use any portion of the riparian rights associated with South Street for a riverboat casino.

In the event the laws of the state of Mississippi are changed so as to permit land-based casinos and the City has property it intends to sell or lease for a land-based casino operation, Columbia shall be given the first right of refusal to acquire said property at the price and on the terms offered to interested third parties.

ARTICLE 7
TERMINATION FEE

Section 7.01 . Termination Fee . Columbia shall have the right, upon twelve (12) months notice to the City, to permanently cease its casino operations and remove the Riverboat Casino, a substitute riverboat or the Second Riverboat Casino from the Casino Support Facilities.

Twelve (12) months from the date the City receives Columbia’s notice that it is permanently ceasing its casino operations, the Shoreside Facilities Sites and the Casino Support Facilities (specifically excluding the Hotel, the Hotel Site the Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino and all personal property located on the Shoreside Facilities Sites or in the Casino Support Facilities or in the Hotel or on the Hotel Site, Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino) shall revert to the City, without charge to the City, free and clear of any liens or mortgages.

At the time of termination, Columbia shall pay the City a termination fee of FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as the base year, for each year and a prorata amount for any partial year remaining at the time of termination in the period commencing from the Transfer Date to ten (10) years after the Transfer Date. In the event notice is given twelve (12) months prior to the tenth (10 th ) year after the Transfer Date, no termination fee shall be paid if the termination occurs at the expiration of the tenth (10 th ) year after the Transfer Date.

If the termination occurs during the years eleven (11) through fifteen (15) from the Transfer Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as the base year, for each year and a prorata amount for any partial year remaining in the period commencing from year eleven (11) from the Transfer Date to year fifteen (15) from

the Transfer Date. In the event notice is given twelve (12) months prior to the fifteenth (15 th ) year after the Transfer Date, no termination fee shall be paid of the termination occurs at the expiration of the fifteenth (15 th ) year after the Transfer Date.

If the termination occurs during the years sixteen (16) through twenty (20) from the Transfer Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as the base year, for each year and a prorata amount for any partial year remaining in the period commencing from year sixteen (16) from the Transfer Date to year twenty (20) from the Transfer Date. In the event notice is given twelve (12 months prior to the twentieth (20 th ) year after the Transfer Date, no termination fee shall be paid if the termination occurs at the expiration of the twentieth (20 th ) year after the Transfer Date.

If the termination occurs during the years twenty-one (21) through twenty-five (25) from the Transfer Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as the base year, for each year and a prorata amount for any partial year remaining in the period commencing from year twenty-one (21) from the Transfer Date to year twenty-five (25) from the Closing. In the event notice is given twelve (12) months prior to the twenty-fifth (25 th ) year after the Transfer Date, no termination fee shall be paid if the termination occurs at the expiration of the twenty-fifth (25 th ) year after the Transfer Date.

If the termination occurs during the years twenty-six (26) through thirty (30) from the Transfer Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as the base year, for each year and a prorata amount for any partial year remaining in the period commencing from year twenty-six (26) from the Transfer Date to year thirty (30) from the Transfer Date. In the event notice is given twelve (12) months prior to the thirtieth (30th) year after the Transfer Date, no termination fee shall be paid if the termination occurs at the expiration of the thirtieth (30 th ) year after the Transfer Date.

After Columbia makes the appropriate termination payment and delivers the Casino Support Facilities and Shoreside Facilities Sites to the City, neither party shall have any further obligations or liabilities one to the other pursuant to the provisions of this Agreement, except for the obligations set forth in Sections 1.01.4 and 1.01.5.

Upon such termination, Columbia shall have the right to remove the Riverboat Casino, any substitute riverboat casino and the Second Riverboat Casino, if any, without any form of compensation to the City other than the termination fee described above, provided, however, if Columbia damages the Casino Support Facilities during such removal process, it shall be obligated to restore the Casino Support Facilities to their existing condition prior to such removal.

Section 7.02 . Permanent Removal of Second Riverboat Casino But First Riverboat Casino Remains in Operation . Columbia shall have the right, at any time after it terminates the lease with the City and commences operation of the Second Riverboat Casino on the Second Riverboat Property, to notify the City that it has elected to permanently cease its Second Riverboat Casino operations. In such event, Columbia shall remove the Second Riverboat Casino from the facilities constructed on the Second Riverboat Property, and the Second Riverboat Property and the improvements thereon shall revert back to the City without charge to the City. Columbia shall have the right to continue its ownership of and use of the remainder of the Shoreside Facilities Sites and Casino Support Facilities for the first Riverboat Casino. In such event, Columbia shall not be obligated to pay a termination fee. In such event, the Fixed Amount and the Percentage Amount shall be calculated on the basis of the Net Revenues generated from the remaining Riverboat Casino.

ARTICLE 8

EMPLOYMENT IN LOCAL COMMUNITY

Section 8.01 . Employment in Local Community . Columbia agrees, in good faith, to seek to employ in its operations, at all levels, individuals living in the City of Vicksburg from the various gender, racial and ethnic backgrounds found in the City of Vicksburg. Columbia also agrees to actively recruit handicapped persons in the City of Vicksburg to be included among its employees. Columbia further agrees, in good faith, to contract with local vendors of various gender, racial and ethnic backgrounds living and doing business in the City of Vicksburg to the extent possible and insofar as service availability, cost competitiveness and service quality will allow. Moreover, Columbia agrees to provide training in the City of Vicksburg for individuals to be employed in Columbia’s Hotel, Casino Support Facilities and Riverboat Casino operations.

ARTICLE 9

CITY’S REVERSIONARY INTEREST

IN SHORESIDE FACILITIES SITES

Section 9.01 . City’s Reversionary Interest . Fee simple title to the Shoreside Facilities Sites and improvements thereon, including all Casino Support Facilities (specifically excluding the Hotel, Hotel Site, the Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino and all personal property located on the Shoreside Facilities Sites or in the Casino Support Facilities or in or on the Hotel, Hotel Site, Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino) shall automatically revert back to the City thirty (30) years from the Transfer Date, unless said property has reverted back to the City prior to such date in accordance with the provisions of this Agreement. Upon the occurrence of the reversion of title to the Shoreside Facilities Sites to the City, Columbia will promptly execute such instruments reasonably requested by the City to evidence that the reversion has, in fact, occurred.

Section 9.02 . Exchange of Deeds . On the Transfer Date, Columbia shall transfer fee simple title to the Shoreside Facilities Sites to the City, and the City shall immediately thereafter

transfer fee simple title to the Shoreside Facilities Sites which shall include the thirty (30) year reversion as described in Section 9.01, back to Columbia. The City will promptly execute such instruments reasonably requested by Columbia to ensure that the reversion of the Shoreside Facilities Sites occurs no earlier than thirty (30) years from the Transfer Date, unless said property has reverted back to the City prior to such date in accordance with the provisions of this Agreement.

ARTICLE 10

CLAUSES TO ENSURE MORTGAGE ABILITY

OF THE SHORESIDE FACILITIES SITES

Section 10.01 . Rights to Mortgage Shoreside Facilities Sites . Columbia and its successors in title shall have the absolute and unconditional right to mortgage at any time and from time to time the Shoreside Facilities Sites, without the consent of the City, but any mortgagees’ interest shall be subject to the City’s reversionary interest described in Section 9.01 and elsewhere in this Agreement

Section 10.02 . Estoppel Certificates .

Section 10.02.1 . Rights of Each Party . At any time and from time to time, upon not less than fifteen (15) business days prior written request (an “Estoppel Certificate Request”) by either party to this Agreement (the “Requesting Party”), the other party to this Agreement (the “Certifying Party”) shall execute, acknowledge and deliver to the Requesting Party (or directly to a third party whose name and address are provided by the requesting party (a ‘Third Party”)) up to four (4) original counterparts of an estoppel certificate. An Estoppel Certificate Request shall not be valid unless accompanied by: (a) up to four (4) counterparts of a proposed form of estoppel certificate reflecting present facts and circumstances at the time of the Estoppel Certificate Request; and (b) a certificate by the Requesting Party that to the best of the Requesting Party’s knowledge the proposed form of estoppel certificate is substantially correct and omits no material information required to be disclosed in such estoppel certificate. Any estoppel certificate may be relied upon by any Third Party to whom an estoppel certificate is required to be directed.

Section 10.02.2 . Failure to Execute Estoppel Certificate . If (i) the Requesting Party delivers an Estoppel Certificate Request to the Certifying Party in accordance with the notice provisions of this Agreement and (ii) fifteen (15) business days have elapsed from the effectiveness of such Estoppel Certificate Request and during such period the Certifying Party has failed to execute and deliver to the Requesting Party (or its attorneys or the Third Party(ies)

designated by such Requesting Party) the Requesting Party shall deliver a second written notice to the Certifying Party which states that if the Certifying Party does not respond within ten (10) days, the Certifying Party shall be deemed for all purposes, whether this Agreement has been terminated or is otherwise in full force and effect, to have executed and delivered to the Third Party and the Requesting Party an estoppel certificate, dated as of the effective date of the Estoppel Certificate Request, in the form submitted by the Requesting Party to the Certifying Party.

Section 10.02.3 . Delivery of Estoppel Certificates . Any Requesting Party may request that the Certifying Party execute an undated estoppel certificate; such request shall contain the Requesting Party’s expected date on which the estoppel certificate will be dated. If the Requesting Party makes such request, then in place of delivering the undated estoppel certificate to the Requesting Party or any Third Party, the Certifying Party shall deliver the undated estoppel certificate to the Requesting Party’s escrow agent, who shall hold the undated estoppel certificate in accordance with the following provisions. If the Certifying Party gives notice to the Requesting Party’s escrow agent that the estoppel certificate is no longer correct, then the Requesting Party’s escrow agent shall return the estoppel certificate to the Certifying Party, who shall, within five (5) business days, execute a corrected undated estoppel certificate and redeliver it to the Requesting Party’s escrow agent. At any time when the Requesting Party’s escrow agent is holding an undated estoppel certificate and has not received notice from the Certifying Party that such estoppel certificate is incorrect, the Requesting Party shall be entitled to instruct its escrow agent to date the estoppel certificate as of the then-current date and deliver it to the Requesting Party or a Third Party. The Requesting Party’s escrow agent shall promptly comply with such request. The Requesting Party shall be entitled to designate any title insurance company or abstract company licensed in the state of Mississippi to take the actions to be taken by the Requesting Party’s escrow agent pursuant to this paragraph.

If requested by the Requesting Party’s escrow agent or such title insurance company or abstract company, the Requesting Party and the Certifying Party shall enter into an escrow agreement, on customary terms, to further implement the provisions of this paragraph.

Section 10.03 . Event of Default .

Section 10.03.1 . Monetary Default . If a monetary default shall occur and the monetary default shall continue for fifteen (15) days after the City has given Columbia notice of such monetary default, specifying in reasonable detail the amount of money required to be paid by Columbia and the nature of such payment.

Section 10.03.2 . Non-Monetary Default . If a non-monetary default shall occur and the non-monetary default shall continue and not be remedied by Columbia within sixty (60) days after the City shall have delivered to Columbia a notice describing the same in reasonable detail, or, in the case of a non-monetary default that cannot with due diligence be cured within sixty (60) days from such notice, if Columbia shall not: (a) within sixty (60) days from the City’s

notice advise the City of Columbia’s intention to take all reasonable steps necessary to remedy such non-monetary default; (b) duly commence the cure of such non-monetary default within such period, and then diligently prosecute to completion the remedy of the non-monetary default; and (c) complete such remedy within a reasonable time under the circumstances.

Section 10.03.3 . Remedies . Upon occurrence of a monetary Event of Default, as described in Section 10.03.1, the City may give Columbia notice of intention to obtain the reversion of the Shoreside Facilities Sites to the City at the expiration of twenty (20) days from the date of service of such notice of intention. Upon the expiration of such twenty (20) day period, unless Columbia shall have cured the monetary Event of Default that gave rise to such notice, fee simple title to the Shoreside Facilities Sites and the Casino Support Facilities located on the Shoreside Facilities Sites shall revert to the City and the City shall take possession of the Shoreside Facilities Sites and Casino Support Facilities (specifically excluding the personal property located on the Shoreside Facilities Sites or in the Casino Support Facilities; the Riverboat Casino, the Second Riverboat Casino and any substitute riverboat Casino; and all personal property located on said riverboats), and the City shall be entitled to the termination fee calculated in accordance with Section 7.01 for the remainder of the applicable period. Columbia shall, at its expense, on or before sixty (60) days after the Shoreside Facilities Sites and Casino Support Facilities revert to the City, remove the Riverboat Casino, the Second Riverboat Casino, if any, or any substitute riverboat casino from the Casino Support Facilities and Shoreside Facilities Sites.

Upon occurrence of a non-monetary Event of Default, as described in Section 10.03.2, the City may give Columbia a notice of intention to obtain the reversion of the Shoreside Facilities Sites to the City at the expiration of thirty (30) days from the date of service of such notice of intention. Upon the expiration of such thirty (30) day period, unless Columbia shall have (i) completely cured the non-monetary Event of Default that gave rise to such notice; or (ii) commenced to cure such non-monetary Event of Default that gave rise to such notice and is diligently pursuing completion of such remedy of the non-monetary Event of Default, fee simple title to the Shoreside Facilities Sites and the Casino Support Facilities located on the Shoreside Facilities shall revert to the City, and the City shall take possession of the Shoreside Facilities Sites and Casino Support Facilities (specifically excluding the personal property located on the Shoreside Facilities Sites or in the Casino Support Facilities; the Riverboat Casino, the Second Riverboat Casino and any substitute riverboat casino; and all personal property located on said riverboats), and the City shall be entitled to the termination fee calculated in accordance with Section 7.01 for the remainder of the applicable period. Columbia shall, at its expense, on or before sixty (60) days after the Shoreside Facilities Sites and Casino Support Facilities revert to the City, remove the Riverboat Casino, the Second Riverboat Casino, if any, or any substitute riverboat casino from the Casino Support Facilities and Shoreside Facilities Sites.

Section 10.03.4 . Pending Dispute Regarding Event of Default . Notwithstanding anything to the contrary in the foregoing remedies provided for the City under this Agreement, if Columbia shall have given the City notice prior to the fee simple title to the Shoreside Facilities

Sites reverting to the City, that Columbia contests the City’s determination that an Event of Default has occurred and specified in detail all reasons for such contest, then the City shall not disturb Columbia’s title or possession of the Shoreside Facilities Sites, Columbia shall be entitled to remain in possession of the Shoreside Facilities Sites, so long as: (a) Columbia continues to pay the City the Fixed Amount and Percentage Amount provided for in this Agreement and continues to perform such other obligations under this Agreement as are not in dispute; and (b) Columbia is prosecuting appropriate judicial proceedings to prevent the Shoreside Facilities Sites from reverting back to the City.

Section 10.04 . In the Event Columbia Temporarily Ceases to Operate the Casino Support Facilities or the Riverboat Casino . It shall not be an Event of Default under this Agreement as it relates to the Shoreside Facilities Sites if Columbia from time to time temporarily ceases operation of the Riverboat Casino or the Second Riverboat Casino, or a substitute riverboat casino or the Casino Support Facilities provided that: (i) Columbia makes, in lieu of the actual Fixed Amount and Percentage Amount due based on the formulas set forth in Section 1.01, a monetary payment to the City for each month said operations are closed equal to the average monthly payment adjusted by the CPI of the Fixed Amount and Percentage Amount paid by Columbia during the twelve (12) month period preceding the closing of the Riverboat Casino or Second Riverboat Casino, or a substitute riverboat casino or the Casino Support Facilities; and (ii) said temporary closure is for a period of twelve (12) consecutive months or less. Columbia shall deliver to the City written notice of any temporary cessation in the operations of the Riverboat Casino or the Second Riverboat Casino, or a substitute riverboat casino or the Casino Support Facilities within fifteen (15) days after such temporary cessation of operations commences and such notice shall contain the reasons for the temporary cessation of operations and the expected reopening date.

A closure of an area in the Casino Support Facilities or on the Riverboat Casino, Second Riverboat Casino or a substitute riverboat casino for refurbishment or remodeling or change of use shall not constitute a closure for purposes of this Section 10.04, and Columbia shall continue to pay the Fixed Amount and Percentage Amount due in accordance with the formulas set forth in Section 1.01.

Notwithstanding the above, if the reason the Casino Support Facilities, Riverboat Casino, Second Riverboat Casino or substitute riverboat casino ceases operations is because of an event of Force Majeure or Casualty, the twelve (12) month period shall not apply provided that Columbia recommences operation as soon as such operations can be commenced without jeopardizing said facilities; Columbia’s employees or the public. During the period said facilities are closed because of an event of Force Majeure or Casualty, Columbia shall make the Fixed Amount and Percentage Amount payments described in the first paragraph of this Section.

Section 10.05 . Other Mortgagee Protection Provisions .

Section 10.05.1 . Modifications Required by Mortgagee . If any mortgagee or prospective mortgagee shall require any modification(s) of this Agreement after Closing (including clarifications and supplementations to Mortgagee’s Cure Rights), then the City shall, at Columbia’s request, promptly execute and deliver to Columbia such instruments in recordable form effecting such modification(s) as such mortgagee or prospective mortgagee shall require, provided that such modification(s): (i) do not adversely affect any of the City’s rights or materially increase any of the City’s obligations under this Agreement; (ii) are consistent with the customary requirements of institutional lenders at the time in the state of Mississippi, or are required by banking, insurance or similar laws and regulations; and (iii) can be legally agreed to by the City.

Section 10.05.2 . Initial Notice . If Columbia enters into any mortgage(s), then the mortgagee(s) thereunder shall be entitled to the mortgagee protections provided for under this Agreement only from and after such time as Columbia or such mortgagee has either (or both): (a) given the City notice of the name and address of such mortgagee, accompanied by a copy of the executed mortgage; or (b) recorded or caused to be recorded an instrument giving notice of such mortgage and the name and address of the mortgagee.

Any mortgagee shall be free to change its name and address from time to time by notice to the City. In the event of a change of name, such notice may be provided either by the original mortgagee or by the mortgagee under its new name, without proof of any kind confirming the change of name. Notice of any change of a mortgagee’s identity or address, or of a transfer of a mortgage, may be made by any means permitted for the original notice of the mortgagee’s original name and address.

Section 10.05.3 . Termination of Mortgagee’s Rights . If a mortgagee is entitled to the mortgagee protections provided for under this Agreement, then such entitlement shall not terminate unless and until such time, if any, as the mortgagee shall have been satisfied and discharged of record.

Section 10.05.4 . Cancellation, Surrender, Amendment, Etc . No voluntary (i) cancellation; (ii) termination; (iii) surrender, acceptance of surrender, (iv) abandonment; (v) amendment; (vi) modification of this Agreement; or (vii) the reversion of the Shoreside Facilities Sites shall occur without the prior consent of such mortgagee.

Section 10.05.5 . Copies of Notices . If the City shall give any notice to Columbia, then the City shall at the same time and by the same means give a copy of such notice to each mortgagee. No notice to Columbia shall be effective unless and until so given to each mortgagee. No Event of Default predicated upon the giving of notice to Columbia shall be deemed to have occurred unless like notice shall have been so given to each mortgagee at the same time and by the same means, which notice shall describe in reasonable detail the alleged Event of Default.

Section 10.05.6 . Columbia’s Cure Period Expiration Notice . If Columbia is in default under this Agreement as it relates to the Shoreside Facilities Sites, and the cure period applicable to Columbia expires without cure of Columbia’s default, then the City shall promptly give notice of such fact to each mortgagee, which notice shall describe in reasonable detail Columbia’s default (a “Columbia Cure Period Expiration Notice”).

Section 10.05.7 . Right to Perform Covenants and Agreements . Any mortgagee shall have the right, but not the obligation to perform any obligation of Columbia under this Agreement and to remedy any default by Columbia. The City shall accept performance by or at the instigation of a mortgagee in fulfillment of Columbia’s obligations, for the account of Columbia and with the same force and effect as if performed by Columbia. No such performance by a mortgagee shall cause such mortgagee to become a “mortgagee in possession” or otherwise cause such mortgagee to be deemed to be in possession of the Shoreside Facilities Sites or bound by this Agreement.

Section 10.05.8 . Transfer of Columbia’s Rights . Columbia may delegate or otherwise transfer to a mortgagee any or all of Columbia’s rights under this Agreement, but no such delegation or transfer shall bind the City unless and until the City shall have received a copy of a written instrument effecting such delegation accompanied by a photocopy of the mortgagee’s fully-executed mortgage. Such delegation or transfer of authority may be effected by the terms of the mortgage itself, in which case service upon the City of an executed counterpart of certified copy of such mortgage, together with a written notice specifying the provisions of such mortgage that delegate or transfer such authority to the mortgagee, shall be sufficient to bind the City to such delegation or transfer of rights.

Section 10.05.9 . Notice of Default and Mortgagee’s Cure Rights . Upon receiving any notice of default, any mortgagees shall have the same cure period granted to Columbia under this Agreement, plus the additional time provided for below, within which to take (if such mortgagee so elects) whichever of the actions set forth below shall apply with respect to the default described in such notice of default (such actions, “Mortgagee’s Cure”; and, a mortgagee’s rights to take such actions, “Mortgagee’s Cure Rights”):

In the case of a monetary default, or a non-monetary default that a mortgagee is reasonably capable of curing (without obtaining possession of the Shoreside Facilities Sites) within the cure period allowed to Columbia under this Agreement, mortgagee shall be entitled (but not required) to cure such default within a cure period consisting of Columbia’s cure period under this Agreement extended through the date thirty (30) days after such mortgagee shall have received Columbia’s Cure Period Expiration Notice as to such default. If the amount of any monetary default has not been finally determined (for example, if a dispute has arisen between the City and Columbia regarding the proper amount of the Percentage Amount), then in place of curing of such monetary default a mortgagee shall be entitled instead to (a) cure such monetary default to the extent the amount hereof is not in dispute; and (b) undertake in writing that such mortgagee shall cure the remaining disputed portion of such monetary default within thirty (30)

days after the dispute shall have been resolved (and the parties shall then cooperate to resolve such dispute promptly in accordance with this Agreement).

In the case of any other non-monetary default (other than a non-monetary default that is not reasonably susceptible of being cured by a mortgagee without having possession of the Shoreside Facilities Sites), mortgagee shall be entitled, but not required, to (x) within a period consisting of Columbia’s cure period for the default, extended through the date forty-five (45) days after receipt of Columbia’s Cure Period Expiration Notice as to such default, advise the City of mortgagee’s intention to take all reasonable steps necessary to remedy such non-monetary default; (y) duly commence the cure of such non-monetary default within such extended period, and thereafter diligently prosecute to completion the remedy of such nonmonetary default, subject to events of Force Majeure; and (z) complete such remedy within a reasonable time under the circumstances.

In the case of a non-monetary default that is not reasonably susceptible of being cured by a mortgagee without obtaining possession of the Shoreside Facilities Sites (including failure to complete the Casino Support Facilities), mortgagee shall be entitled (but not required) to do the following, so long as, with respect to any defaults other than those referred to in this paragraph, such mortgagee has exercised or is exercising the applicable Mortgagee’s Cure Rights as defined above:

At any time during the cure period (if any) that applies to Columbia, extended through the date forty-five (45) days after such mortgagee’s receipt of the Columbia’s Cure Period Expiration Notice as to such default, or if no cure period applies to Columbia, then within forty-five (45) days after receiving notice of the non-monetary default, mortgagee shall be entitled to institute proceedings, and (subject to any stay in any proceedings involving the bankruptcy, insolvency, or reorganization of Columbia or the like, or any injunction, unless such stay or injunction is lifted), diligently prosecute the same to completion subject to Force Majeure, to obtain possession of the Shoreside Facilities Sites as mortgagee (including possession by the receiver), or acquire the fee simple estate of Columbia subject to the City’s reversionary right by foreclosure proceedings or otherwise, including delivery of an assignment in lieu of foreclosure (the obtaining of such possession or the completion of such acquisition, “Control of the Shoreside Facilities Sites”).

Upon obtaining Control of the Shoreside Facilities Sites (before or after expiration of any otherwise applicable cure period), mortgagee shall be entitled (but not required) to proceed with reasonable diligence and reasonable continuity to cure such non-monetary defaults as are then reasonably susceptible of being cured by such mortgagee (excluding personal defaults of Columbia, which mortgagee shall not be required to cure), subject to Force Majeure.

Section 10.05.10 . Effect of Cure . A mortgagee shall not be required to continue to exercise Mortgagee’s Cure Rights or otherwise proceed to obtain or to exercise Control of the

Shoreside Facilities Sites if and when the default that such mortgagee was attempting to cure shall have been cured. Upon such cure and the cure of any other defaults in accordance with this Agreement, this Agreement shall continue in full force and effect as if no default(s) had occurred, and Columbia shall retain fee simple title to the Shoreside Facilities Sites subject to the City’s reversionary interest.

Section 10.05.11 . Quiet Enjoyment . So long as the time period for a mortgagee to exercise Mortgagee’s Cure Rights with respect to a non-monetary default by Columbia has not expired (and provided that all monetary defaults are cured within mortgagee’s cure period provided for under this Agreement), the City shall not (i) re-enter the Shoreside Facilities Sites; (ii) serve a notice of election to obtain the fee simple title to the Shoreside Facilities Sites through its reversionary interest; or (iii) bring a proceeding on account of such default to (A) dispossess Columbia and/or other occupants of the Shoreside Facilities Sites; (B) re-enter the Shoreside Facilities Sites; (C) terminate this Agreement; or (D) otherwise exercise any other rights or remedies under this Agreement by reason of such default. Nothing in the mortgagee protections provided for in this Agreement shall be construed to either (i) extend Columbia’s fee simple estate beyond the expiration date provided for in this Agreement (including renewal terms) that would have applied if no default had occurred; or (ii) require any mortgagee to cure any personal default of Columbia, which the mortgagee is not capable of curing.

Section 10.05.12 . Failure by Mortgagee to Cure Events of Default . In the event that a mortgagee fails to cure an Event of Default within the applicable time frames provided for such mortgagee to cure an Event of Default, fee simple title to the Shoreside Facilities Sites and the Casino Support Facilities located on the Shoreside Facilities Sites shall revert to the City and the City shall take possession of the Shoreside Facilities Sites and the Casino Support Facilities (specifically excluding the personal property located on the Shoreside Facilities Sites or in the Casino Support Facilities; the Riverboat Casino, the Second Riverboat Casino and any substitute riverboat casino; and all personal property located on said riverboats); and the City shall be entitled to the termination fee calculated in accordance with Section 7.01 for the remainder of the applicable period from Columbia. Columbia or the mortgagee shall, at its expense, on or before sixty (60) days after the Shoreside Facilities Sites and Casino Support Facilities revert to the City, remove the Riverboat Casino, the Second Riverboat Casino, if any, or any substitute riverboat casino from the Casino Support Facilities and Shoreside Facilities Sites.

Section 10.05.13 . Mortgagee’s Right to Enter the Shoreside Facilities Sites . The City and Columbia authorize each mortgagee to enter the Shoreside Facilities Sites as necessary to effect Mortgagee’s Cure and take any action(s) reasonably necessary to effect Mortgagee’s Cure. A mortgagee’s rights under this paragraph shall not constitute Control of the Shoreside Facilities Sites or otherwise be construed to mean that such mortgagee has possession of the Shoreside Facilities Sites.

Section 10.05.14 . Rights of Mortgagee Upon Acquiring Control . If any mortgagee or a purchaser at a foreclosure sale shall acquire Control of the Shoreside Facilities

Sites and shall cure all monetary defaults and proceed and continue to exercise Mortgagee’s Cure rights, then (i) any personal defaults by Columbia shall no longer be deemed defaults; and (ii) the City shall recognize any purchaser of Columbia’s fee simple estate subject to the City’s reversionary rights pursuant to a foreclosure sale under a mortgage, or any transferee of Columbia’s fee simple estate subject to the City’s reversionary rights under an assignment in lieu of foreclosure, or, if the mortgagee should be such purchaser or assignee, the mortgagee and any assignee of the mortgagee.

Section 10.05.15 . Payments Made by Mortgagee . Any payment made by a mortgagee to the City to cure any claimed default shall be deemed to have been made “under protest” and without prejudice to Columbia or mortgagee’s recovery of such payment if the City’s claim of a default shall be determined to have been erroneous.

Section 10.06 . Prohibition on City Granting Mortgage . The City shall not grant any party a mortgage or security interest in the Shoreside Facilities Sites or the Casino Support Facilities. This provision, however, shall not be interpreted so as to prohibit the City from assigning its right to receive the Fixed Amount and Percentage Amount from Columbia hereunder.

Section 10.07 . Bankruptcy .

Section 10.07.1 . Affecting Columbia . If Columbia (as debtor in possession) or a trustee in bankruptcy for Columbia rejects this Agreement in connection with any proceeding involving Columbia under the United States Bankruptcy Code or any similar state or federal statute for the relief of debtors (a “Bankruptcy Proceeding”), then the City agrees, for the benefit of each and every mortgagee, that such rejection shall be deemed Columbia’s assignment in lieu of foreclosure. Upon such deemed assignment, this Agreement shall not terminate and each mortgagee shall continue to have all the rights of a mortgagee under this Agreement as if the Bankruptcy Proceeding had not occurred, unless such mortgagee shall reject such deemed assignment by written notice to the City within thirty (30) days after receiving written notice of the rejection of this Agreement in Bankruptcy Proceedings. If any court of competent jurisdiction shall determine that this Agreement shall have been terminated notwithstanding the deemed assignment provided for in place of rejection of this Agreement, then Columbia’s mortgagees shall be entitled to a new agreement on the same terms as set forth herein.

Section 10.07.2 . Affecting the City . If the City (as debtor in possession) or a trustee in bankruptcy for the City rejects this Agreement in connection with any Bankruptcy Proceeding involving the City, Columbia’s fee simple estate shall continue unaffected and the City shall only be entitled to its reversionary interest at the end of thirty (30) years from Transfer Date and the amounts specified in Section 1.01 and Section 5.01 any damages arising from such rejection in accordance with applicable law governing the Bankruptcy Proceeding.

Section 10.08 . Default by the City . If the City fails, after Closing, to comply with any or all of the obligations, covenants, warranties or agreements to be performed, honored or observed by the City under and pursuant to the terms and provisions of this Agreement, and such monetary default is not cured within thirty (30) days after notice of such non-monetary default is not cured within ninety (90) days after notice, then Columbia shall have the right to damages, specific performance or any other remedy legally available to Columbia. However, if the breach by the City is non-monetary and is of a nature that it cannot reasonably be remedied or corrected within such ninety (90) day period, then such ninety (90) day period shall be deemed to be extended for such additional period as may reasonably be required to remedy or correct the same if the City promptly commences to remedy the breach upon receipt of Columbia’s notice and continues therewith with due diligence.

ARTICLE 11

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 11.01 . Representations and Warranties . The City represents and warrants to Columbia that the following facts and conditions exist and are true as of the Effective Date and shall exist and be true as of the Transfer Date and as of the date of recording of the deeds:

(a) The City is a municipality duly organized and validly existing in good standing under the laws of the state of Mississippi;

(b) INTENTIONALLY OMITTED

(c) This Agreement constitutes, and all documents executed and delivered by the City in connection with the transaction contemplated hereby shall constitute, valid and binding obligations of the City. The execution of this Agreement and all documents and instruments to be delivered by the City in connection with the transactions contemplated herein have been duly authorized. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will be in violation of any agreement, contract or other restriction to which the City is a party or is bound;

(d) Harrah’s has no outstanding obligations, including payment obligations, in connection with Harrah’s acquisition or development of the Property or otherwise under the Master Agreement.

(e) As of the date hereof, Harrah’s is in full compliance with its obligations under the Master Agreement and the Recorded Documents and there is no state of facts, either with or without the passage of time that would constitute a default thereunder.

(f) There are no pending eminent domain proceedings or any other governmental action or judicial actions of any kind against the Property, with the exception of the McGuffie Two lot. The City is not negotiating to transfer or sell any portion of its interest in

the Property. The Property complies with all current building codes and other City requirements.

(g) This Master Agreement is unmodified and in full force and effect. Except for documents and other agreements of record between the City and Harrah’s (collectively, the “Recorded Agreements”) and the Master Agreement, there are no written or oral agreements, understandings or ordinances relating to the Property.

(h) There are no lease, rental, license or other agreements affecting any portion of City Property, except for the agreements with the City merchants to use the City Garages and the agreement with Mississippi River Tours, Inc., which only affect the Second Riverboat Property, and the agreement with the U.S. Army Corps of Engineers regarding maintenance of the floodwall, and no persons or entities are in possession of or have any right to use or occupy any portion of the City Property except for the City and those parties to the above-referenced agreements;

(i) INTENTIONALLY OMITTED

(j) INTENTIONALLY OMITTED

(k) There is no existing or, to the City’s knowledge, pending or threatened condemnation or other similar proceedings affecting any portion of the City Property, or any pending public improvements in, about or otherwise affecting the City Property, except for the improvements described herein, or access to the City Property or which will create additional cost to the owner of the City Property by means of special assessments;

(l) INTENTIONALLY OMITTED

(m) INTENTIONALLY OMITTED

(n) INTENTIONALLY OMITTED

(o) INTENTIONALLY OMITTED

(p) The City is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986;

(q) INTENTIONALLY OMITTED

(r) The City knows of no facts, nor has the City failed to disclose any facts it is aware of, which would materially adversely affect Columbia’s fee simple estate or prevent Columbia from operating the Hotel, the Casino Support Facilities or the Riverboat Casino. The City is not making any representations as to matters at law;

(s) INTENTIONALLY OMITTED

(t) Upon the execution of the Agreement, that prior Master Agreement, dated January 21st, 1993, and all amendments thereto, entered into by and between the City and

Harrah’s shall be of no further force or effect except for definitions, as provided under this Agreement’s Definitions Section

(u) The City has received no notice that the City Property violates any applicable law, regulation, ordinance code or insurance requirement.

Section 11.02 . Covenants . Commencing on the Effective Date and continuing until the earlier of (i) the date this Agreement is terminated or expires the City:

(a) INTENTIONALLY OMITTED

(b) INTENTIONALLY OMITTED

(d) INTENTIONALLY OMITTED

(e) INTENTIONALLY OMITTED

(f) shall not enter into any contract for an alternative riverboat casino on property owned, leased or controlled by the City as outlined in Article 6 of the Agreement.

(g) agrees to amend its zoning ordinance to allow a surface parking lot, as opposed to multi-level parking decks, to be in the historic/downtown district.

(h) agrees to convey parcel 60 for parcel 21, subject to the City’s reversionary interest in the Shoreside Facilities Sites, as defined in Article 9, and which is deemed to be fair market value under Section 57-7-1 of the Mississippi Code. The City shall be responsible for executing all documents necessary to complete this swap.

(i) agrees to close that portion of South Street that is owned on both sides by Columbia, provided that the City retains access to the floodgates and any utilities within that portion of South Street.

Section 11.03 . Survival of Representations, Warranties, and Covenants . All of the City’s representations, warranties and covenants shall survive the Transfer. In the event any of the City’s representations, warranties or covenants hereunder are determined to be materially false or misleading prior to the Transfer, Columbia shall have the option of (i) waiving such failure and proceeding to the Transfer subject thereto or (ii) declaring this Agreement to be in default and exercising the right to damages, specific performance or any other legally available remedy, including, but not limited to, the right to terminate this Agreement without a termination fee. In the event any of the City’s representations, warranties or covenants are determined to be materially false or misleading after Transfer and Columbia suffers damages, Columbia shall be entitled to damages, specific performance or any other remedy legally available to Columbia.

Section 11.04 . Columbia’s Representations and Warranties . Columbia represents and warrants to the City that the following facts and conditions exist and are true as of the date hereof and shall exist and be true as of the date of Transfer and as of the date of recording of the deeds:

(a) Columbia is a Mississippi limited liability company duly organized and validly existing in good standing under the laws of the state of Mississippi and authorized to do business in Mississippi;

(b) This Agreement constitutes, and all documents executed and delivered by Columbia in connection with the transaction contemplated hereby shall constitute, valid and binding obligations of Columbia. The execution of this Agreement and all documents and instruments to be delivered by Columbia in connection with the transactions contemplated herein has been duly authorized. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will be in violation of any agreement, contract or other restriction to which Columbia is a party or is bound.

(c) The Guaranty of CSC constitutes a binding obligation of Columbia Properties Vicksburg, LLC. Execution of said guaranty has been duly authorized and does not violate any agreements, contracts, or other restrictions to which CSC is a party or bound.

ARTICLE 12

MISCELLANEOUS

Section 12.01 . Execution by Both Parties . This Agreement shall not become effective and binding until fully executed and delivered by Columbia and the City (“Effective Date”).

Section 12.02 . Captions . The captions employed in this Agreement are for convenience only and are not intended to in any way limit or amplify the terms and provisions of this Agreement.

Section 12.03 . Entire Agreement. This Agreement contains the complete agreement between the parties and cannot be varied or waived except by the written agreement of the parties. The parties agree that said agreement constitutes the entire agreement between the parties and no other oral agreements, understandings, representations or warranties prior to or contemporaneous with said agreement shall be effective, except as expressly set forth or incorporated herein.

Any portion of said agreement not otherwise consummated at the Transfer shall survive the Closing of this transaction as continuing agreement between the parties.

Section 12.04 . Successors and Assigns . This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective

successors, assigns, heirs, executors, administrators and legal representatives to the same extent as if specified at length throughout this Agreement.

This Agreement may be assigned from time to time by Columbia upon written notice to the City, to any parent, subsidiary or affiliate of Columbia, or its successor corporation, provided that such assignee agrees to be bound by the terms and conditions of this Agreement. Upon assignment, Columbia shall be released from all obligations and liabilities hereunder. The acquisition of Columbia or its parent company by a third party shall not constitute an assignment of this Agreement by Columbia, and this Agreement shall remain in full force and effect between Columbia and the City.

In addition, Columbia shall have the right, upon written notice to the City, to assign this Agreement to a third party, provided that such third party’s performance under this Agreement continues to be guaranteed by Columbia Sussex Corporation, Inc., its successor corporation or corporation with a net worth of at least TWENTY MILLION DOLLARS and 00/100 ($20,000,000).

The City shall not assign this Agreement. The City shall have the right to assign the proceeds derived pursuant to this Agreement to third parties.

Section 12.05 . Sale of Fee Simple Title . The limitations on assignability of this Agreement set forth in Section 12.04 shall not in any manner limit Columbia’s right to sell the Hotel or Hotel Site to a third party after the Hotel is substantially completed and opens to the public and commences doing business. Furthermore, Columbia shall have the right to sell its fee simple title to the Shoreside Facilities Sites and the Casino Support Facilities subject to the City’s reversionary interest after the Casino Support Facilities are substantially completed and open to the public for business.

Any third party purchaser of the Hotel, the Hotel Site, the Shoreside Facilities Sites or the Casino Support Facilities shall be subject to the terms and conditions contained in this Agreement.

Section 12.06 . Gender and Number . The plural shall include the singular and the singular, the plural, wherever the context so permits; the masculine shall include the feminine and the neuter; the feminine, the masculine and the neuter, and the neuter, the masculine and the feminine.

Section 12.07 . Attorneys’ Fees and Other Costs . The parties to this Agreement shall bear their own attorneys’ fees in relation to negotiating and drafting this Agreement. Should Columbia or the City engage in litigation to enforce their respective rights pursuant to this Agreement, the prevailing party shall have the right to indemnity by the non-prevailing party for an amount equal to the prevailing party’s reasonable attorneys’ fees, court costs and expenses arising therefrom.

Section 12.08 . Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the state of Mississippi, without giving effect to any conflicts of laws.

Columbia and the City agree that the venue for any dispute shall be in the Southern Federal District Court of Mississippi. If federal court jurisdiction is not available, the venue for any dispute shall be Warren County, Mississippi.

Section 12.09 . Notices . All notices required, permitted, or given pursuant to the provisions of this Agreement shall be in writing, and either (i) hand-delivered; (ii) delivered by certified mail, postage prepaid, return receipt requested; (iii) delivered by an overnight delivery service; or (iv) delivered by facsimile machine followed within twenty-four (24) hours by delivery under options (i), (ii) or (iii), addressed as follows:

If to City:		City of Vicksburg
		1401 Walnut Street
		Vicksburg, MS 39180
		Attn: City Clerk
		Facsimile Number: (601) 634-4565

		with a copy to :

		City of Vicksburg Legal Department
		1401 Walnut Street
		Vicksburg, MS 39180

		Facsimile Number: (601) 634-6232

If to Columbia:		Columbia Properties Vicksburg LLC,
		a Mississippi limited liability company
		207 Grandview Drive
		Fort Mitchell, KY 41017
		Attn: Joseph A. Yung
		Facsimile Number: (859) 578-1190

		with a copy to :

		Balch & Bingham LLP
		401 East Capitol Street

		Suite 200
		Jackson, MS 39201
		Attn: Scott E. Andress
		Facsimile No. (601) 961-4466

Notices shall be deemed delivered (i) on the date that is five (5) calendar days after the notice is deposited in the U.S. mail (not counting the mailing date), if sent by certified mail; (ii) on the date the hand-delivery is made, if hand-delivered; (iii) on the date the transmission is made, if delivered by facsimile machine; or (iv) on the next business day following the service, if delivered by an overnight delivery service. The addresses given above may be changed by any party by notice given in the manner provided herein.

Section 12.10 . Period of Time . Whenever any determination is to be made or action is to be taken on a date specified in this Agreement, if such date shall fall on a Saturday, Sunday or legal holiday under the laws of the state of Mississippi, then in such event, said date shall be extended to the next day which is not a Saturday, Sunday or legal holiday.

Section 12.11 . Preparation of Agreement . This Agreement shall not be construed more strongly against either party regardless of who is responsible for it preparation.

Section 12.12 . Exhibits . All exhibits attached hereto are incorporated herein by reference and made a part hereof as if fully rewritten or reproduced herein.

Section 12.13 . Further Agreements . The City and Columbia agree to execute, acknowledge, and deliver, or cause to be delivered, any and all such conveyances, assignments, confirmations, satisfactions, releases, instruments of further assurance, approvals, consents and such other instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement and in transactions contemplated hereby.

Section 12.14 . No personal Liability . Neither the shareholders, officers, directors, agents or employees of Columbia, nor the officers, employees, agents or representatives of the City shall be personally or individually liable under this Agreement.

Section 12.15 . Agreement to Cooperate . The City agrees, at Columbia’s expense (i) to fully cooperate with Columbia in connection with Columbia’s obtaining all necessary regulatory approvals, permits and licenses for Columbia to develop the Hotel, the Casino Support Facilities and the Riverboat Casino; and (ii) that it will join in any applications made by Columbia for such approvals, permits and licenses if Columbia deems such action would expedite the approval process.

Section 12.16. INTENTIONALLY OMITTED

Section 12.17 . Authority to Execute . The City and Columbia represent and warrant to each other that their respective entities have full power and authority to execute this Agreement and to be bound by and perform the terms hereof. On request, each party shall furnish the other evidence of such authority.

Section 12.18 . Force Majeure . An event of force majeure shall include, but not be limited to, acts of war, insurrection, civil strife and commotion, labor unrest, acts of God or the discovery of Hazardous Chemicals (“Force Majeure”).

Upon the occurrence of an event of Force Majeure, Columbia may cease operation of all or part of its development efforts, recommencing such development efforts when Columbia deems, in the reasonable exercise of its discretion, that such may be done without jeopardy to the development, its employees or the public. It is further understood and agreed that with respect to any obligation to be performed by Columbia or the City, such party shall in no event be liable for failure so to do when prevented by an event of Force Majeure. The time within which such obligation shall be performed shall be extended for a period of time equivalent to the delay from such event of Force Majeure.

Section 12.19 . City as Landowner . Columbia acknowledges that the City is a governmental entity, a municipality, subject to laws that do not apply to private landowners. In addition, the City as a municipality has certain governmental functions which it cannot obligate, agree in advance how it will exercise those functions and cannot contract regarding the exercise of its governmental functions. In recognition of the City’s status as a municipality, it is agreed that nothing in this Agreement shall be deemed to require the City to do anything which is in violation of applicable law or becomes prohibitive by applicable law regarding municipalities.

Any covenant, agreement or provision in this Agreement is subject to and limited by applicable state and federal law regulating municipalities. Any agreement or covenants of approval, or condition on the City shall never be treated as obligating the City in its governmental capacity as a municipality or to obligate the City to adopt any codes, ordinances or make any governmental decisions but are only intended to apply to the City to the extent that those requirements would apply to a private non-governmental landowner, except where it is expressly provided herein that the City is specifically taking the specified action in its governmental capacity.

Section 12.20 . Counterparts . This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

Section 12.21 . Recording Fees . All recording fees associated with the Agreement will be the responsibility of Columbia.

Section 12.22. Rule Against Perpetuities. If the rule against perpetuities or any rule of law with respect to restrictions on the alienation of property or any other rule of law shall limit the time when any event contemplated by the Agreement may occur, the happening of such event shall not be impaired within any period permitted by such rule. Such period with respect to the rule against perpetuities shall expire upon the expiration of twenty (20) years after the death of the last survivor of the following persons:

Jennifer Ann Thomas of Memphis, Tennessee
Justin Robert Wright of Memphis, Tennessee
Kelsey Alexandra Wright of Memphis, Tennessee
Thomas Justin Bayless of Memphis, Tennessee
Nathan Wiley Reynolds of Memphis, Tennessee

The intent of this provision is to allow to the maximum extent permissible by an applicable rule of law the occurrence of any event contemplated by this Agreement.

Witness Our Signatures on the date herein below.

This the 24th day of October, 2003.

	The Mayor and Aldermen of
	The City of Vicksburg, MS

	/s/ Laurence E. Leyens
	By:		Laurence E. Leyens,
			Mayor
Attest:
/s/ [ILLEGIBLE]
City Clerk
This the 22nd day of October, 2003.

	Columbia Properties, Vicksburg, LLC

	/s/ William J. Yung
	By:	William J. Yung
		President

STATE OF KENTUCKY		)
		)ss.
COUNTY OF KENTON		)

Personally appeared before me, the undersigned authority in and for the said county and state, on this 22 nd day of October, 2003, within my jurisdiction, the within named Willims J. Yung who acknowledged that he is the president of Columbia Properties Vicksburg, L.L.C., a Mississipi limited liability company, and that for and on behalf of the said limited liability company, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said limited liability company so to do.

		/s/ [ILLEGIBLE]
		NOTARY PUBLIC
My Commission Expires:

MICHELLE STALLMEYER

[ILLEGIBLE]

/s/ Michelle Stallmeyer
Signature

State Of Mississippi
County of Warren

On this 24 th day of October, 2003, personally appeared before me, a notary public in and for said County and State, Lawrence Leyens, known to me to be the Mayor of the City of Vicksburg, Mississippi and upon oath did depose that he is the Mayor of said City, that the signature to said instrument was made by him as Mayor of said City, and that the City executed the said instrument freely and voluntarily and for the uses and purposes therein mentioned.


	/s/ Barbara Jean Luke
	Notary Public

My Commission Expires: July 11, 2007

EXHIBIT 10.4

YACHT CLUB

06 — 087.B.5

DOCKAGE AGREEMENT

1. PARTIES:

This Dockage Agreement is made this, the 29 th day of December, 1992, by and between the Greenville Yacht Club, a Mississippi corporation (hereinafter “Yacht Club”) and Cotton Club of Greenville, Inc., a Mississippi corporation (hereinafter “Cotton Club”).

WITNESSETH:

2. AMENDMENT OF OPTION:

Yacht Club has previously entered into a written Option agreement with Matt Walker, being the same person as Matthew B. Walker, dated October 9, 1992. For and in consideration of the sum of $10.00 cash in hand paid to Yacht Club by said Matthew B. Walker, as agent for his principal, Cotton Club of Greenville, Inc., a Mississippi corporation, and the mutual promises, obligations and undertakings hereinafter set forth, receipt and sufficiency of all of which is hereby acknowledged by the parties hereto, said Option is hereby amended as follows: (a) to substitute as the optionee named therein Cotton Club of Greenville, Inc., granting to said corporation all of the rights as optionee thereunder to the same full extent as if said corporation, instead of Walker, had been originally named therein as optionee; and (b) to substitute this Dockage Agreement for the similar agreement originally attached as Exhibit “A” to said Option. In the event that said Option is exercised by Cotton Club of Greenville, Inc., this Dockage Agreement shall constitute Exhibit “A ” thereto and

shall constitute the sole and entire agreement between the parties, and the prior similar agreement originally attached as Exhibit “A” to the option is hereby declared null, void and of no further effect whatsoever.

3. INCEPTION AND TERMINATION:

(a) This Dockage Agreement shall become effective upon exercise by Cotton Club of the above mentioned Option (the “inception date”); subject, however, to Cotton Club having the right to terminate this Agreement at any time during the first year of the initial term of this Agreement if it is not duly licensed during said year to operate a riverboat gaming casino at the location contemplated by this Agreement and does not otherwise receive all necessary authorizations from the Mississippi Tax Commission and/or the Mississippi Gaming Commission to operate such a casino. Provided, however, that in the event of such termination Cotton Club shall nevertheless be unconditionally obligated to pay to Yacht Club the first year’s dockage fee of $300,000.00, as hereinafter provided, and such payment will fully discharge all of its obligations for payment of any dockage fees under this Agreement. Cotton Club covenants and agrees to exercise due diligence in obtaining and maintaining such license and authority.

(b) Further, Cotton Club may terminate this Agreement, without cause, at any time during the second year or any subsequent year of the initial term, or at any time during any year of any option term hereof which has come into existence by virtue of exercise of such option by Cotton Club, by giving written notice of

termination to Yacht Club prior to midnight on December 31 of any such year, whereupon this Agreement will be thereby terminated, effective immediately upon the giving of such notice; provided, however, that in event of such termination by Cotton Club it will nevertheless be unconditionally obligated to pay to Yacht Club the full dockage fee for the next succeeding year, and such payment will fully discharge all of its obligations for payment of any dockage fees under this Agreement.

4. DOCKAGE RIGHTS OF COTTON CLUB:

Yacht Club does hereby grant to Cotton Club the right to tie up, at Yacht Club’s dock, subject to the terms hereafter stated, a vessel or vessels, owned/operated/chartered by Cotton Club. The precise location of such dockage, and the specific configuration of dock barges, gangways, cables, anchors, etc., is to be agreed upon by the parties. The general location of Cotton Club’s vessel shall be the southernmost end of the waterfront leased by Yacht Club from the City of Greenville. The general configuration shall be such that both Yacht Club’s vessel and Cotton Club’s vessel will be parallel to each other and perpendicular to the bank of Lake Ferguson.

Yacht Club’s grant to Cotton Club of the right to dock its vessel(s) is made with disclaimer of all warranties, express or implied, of whatsoever kind, nature or character, associated with Yacht Club’s facilities/premises. In particular, Yacht Club does not warrant the suitability, fitness, habitability or seaworthiness of the existing vessels or premises to which Cotton Club’s vessel(s) will be docked.

5. NO BAILMENT CREATED:

It is expressly understood that the dockage of Cotton Club’s vessels to and on Yacht Club premises/facilities does not create the existence of a bailor/bailee relationship between Cotton Club and Yacht Club. The parties agree that since Cotton Club’s vessel(s) will not be delivered to Yacht Club as that term is understood in maritime law, then no maritime presumptions of fault, etc., will arise in Cotton Club’s favor should Cotton Club’s vessels sustain damage while docked pursuant to this Agreement. However, Cotton Club’s failure to timely pay rents or commission of any tortious act which causes damage to Yacht Club (or any of its members or guests) by any Cotton Club vessel will give rise to a maritime lien in favor of Yacht Club (or the member or guest so injured) against the offending vessel.

It is specifically agreed that Cotton Club will have sole and exclusive responsibility for maintaining the care, custody and control of the vessel(s) which Cotton Club ties to the vessel(s) owned and premises maintained by Yacht Club. Cotton Club’s duty in this regard will include, but not be limited to, the duty to select fit and proper links/cables/mooring devices to insure that such vessel(s) are securely and safely docked, to periodically inspect said lines/cables/etc. to insure that they remain fit and of proper adjustment, and to periodically inspect its vessel(s) to insure that it remains seaworthy in all respects during the term of this agreement.

The responsibility of Cotton Club, delineated herein, for maintaining the care, custody and control of its vessel(s) and the common areas shall not include any duty or responsibility on its part to inspect, maintain or otherwise secure in any way the vessel(s) and premises under the exclusive control of Yacht Club. Yacht Club’s commission of any tortious act which causes damage to Cotton Club’s vessel(s) (or to any of its business invitees, members or guests) will give rise to a maritime lien in favor of Cotton Club (or to the invitee, member or guest so injured) against the offending vessel.

Cotton Club agrees that it will hold and keep Yacht Club, its employees and agents, harmless and will indemnify Yacht Club from any and all liability or claims for damages on account of destruction, loss or damage to any of Yacht Club’s property or on account of injury or death to any person whomsoever, including but not limited to members, guests, employees and business invitees of Yacht Club, but only to the extent that such liability is attributable to the acts or omissions (negligent or otherwise) of Cotton Club or its employees or agents.

6. TERM:

The initial term of this agreement is five (5) years. This term shall commence on the inception date, as provided in Section 3 above, and shall end sixty (60) months thereafter.

Yacht Club grants unto Cotton Club one five (5) year option term to begin upon the expiration of the initial term, an additional five (5) year option term to begin upon the expiration

of the first option term, and a third option term to begin upon the expiration of the second option term and expire upon August 31, 2010. Provided that Cotton Club has exercised all prior option terms, if any, and is then in compliance with all terms of this agreement, Cotton Club may exercise the next option term, if any, by notifying Yacht Club in writing, not less than ninety (90) days prior to the expiration of the then current term of this Agreement of its intent to so exercise the next option term.

7. DOCKAGE FEES:

During the initial five (5) year term this Agreement, Cotton Club agrees to pay Yacht Club an annual dockage fee of Three Hundred Thousand Dollars ($300,000.00) payable as follows: The cash sum of $50,000.00 has been previously paid for and on behalf of Cotton Club upon the execution of the option dated October 9, 1992, for the moorage rights granted herein, the receipt and sufficiency of which is hereby acknowledged by Yacht Club; and the balance of $250,000.00 shall be paid in three (3) equal (more or less) installments on January 9, 1993, April 1, 1993, and July 1, 1993, in accordance with the terms and conditions of the promissory notes attached hereto as Exhibits “A”, “B” and “C”. Subject to the provisions of Section 3 above, with respect to termination, each successive annual payment will be due in advance on a yearly basis on the anniversary of the inception date of this Agreement and continue throughout the term of this Agreement and any extensions thereof. The annual dockage fees during the option terms, if any, shall be as follows: During the first option term — $330,000.00

per annum; during the second option term — $360,000.00 per annum; during the final and third option term — $390,000.00 per annum, prorated on a daily basis for any year of that term less than 365 days.

8. FEES MUST BE PAID IN A TIMELY FASHION:

Cotton Club promises to pay fees in a timely fashion and such promise is a material term of this Agreement. The parties agree that time is of the essence with respect to this promise on Cotton Club’s part and any failure on Cotton Club’s part to timely pay would constitute a material breach of contract. The burden of proof of payment of dockage fees, in case of controversy, shall be upon Cotton Club.

9. EXCLUSIVITY PROVISIONS:

Yacht Club further agrees that so long as Cotton Club is not in default of this Agreement, it will not allow any other vessel which is primarily engaged in the business of gaming to tie up at its dock or otherwise occupy any waterfront space in which Yacht Club has any rights, title or interest. Cotton Club agrees that so long as it, or any of its successors, continues to operate, or continues to have an interest in, the gaming casino contemplated by this Agreement, neither Cotton Club nor any such successor to Cotton Club will negotiate for or enter into any agreement for dockage of any vessel to be used for gaming purposes at any other location in the Greenville, Mississippi area; provided, however, during the third option term of this Agreement Cotton Club or its successor or successors shall not be restricted from negotiating or entering into any agreement for dockage of a gaming vessel on Lake Ferguson.

10. WARRANTIES BY THE PARTIES:

(A) Cotton Club

Cotton Club warrants that any vessel that it docks (or causes to be tied) to any vessel owned by Yacht Club will be, at all times during this Agreement:

(1) In full compliance with any requirements imposed by the United States Coast Guard for vessels in like service.

(2) Seaworthy in all respects.

(3) Secured/tied/anchored in a way not to cause damage or instability to Yacht Club’s vessel itself or any other vessel lawfully moored to the Yacht Club.

(4) Properly lit and marked so as not to pose a risk of collision to vessels navigating Lake Ferguson.

(5) Equipped with safe means of ingress and egress.

(6) Cotton Club is a duly authorized and existing corporation, qualified to do business in the State of Mississippi with full right and authority to enter into this Agreement, and each person signing on behalf of Cotton Club is authorized to do so.

(7) Any conveyance by Cotton Club of all or substantially all of the assets of the corporation will be subject to the prior written approval of Yacht Club, provided, however, that such approval will not be unreasonably withheld.

(B) Yacht Club

Yacht Club warrants that:

(1) For so long as Cotton Club is not in default under this Agreement, Cotton Club shall and may peaceably possess and enjoy all of the benefits of this Agreement for the initial term, and for any option term(s), without any interruption or disturbance, and Yacht Club will defend Cotton Club in the peaceful and quiet enjoyment of said benefits and rights granted herein against all persons (excluding requirements imposed on Cotton Club by any governmental regulatory agency or entity).

(2) The lease between Yacht Club and the City of Greenville, Mississippi, dated October 6, 1987, is in full force and effect, Yacht Club is not in default of any terms or conditions therein, and Yacht Club shall continue to observe and perform each and every term and condition of that lease. Yacht Club shall not do or permit any act, condition or thing to occur that would or may constitute a default under that lease. Yacht Club shall do all things at its sole expense to extend the term of that lease to equal the term of this Agreement, including any option terms pursuant to Section 6 above.

(3) The agreement between Yacht Club and International Gaming Management, Inc. has terminated and is void, neither International Gaming Management, Inc. nor any other persons or entity has any rights, claim or interest in, under or to any agreement with Yacht Club for dockage of a vessel similar to Cotton Club’s and Yacht Club is fully empowered to grant, convey and allow Cotton Club to use the dockage space which is the subject of this Agreement.

(4) Yacht Club shall cooperate with Cotton Club in permitting Cotton Club, together with its patrons, customers, employees, agents and others authorized to board its vessel, to have safe and convenient ingress to and egress from that vessel and Yacht Club shall neither interfere, nor permit any interference, with such ingress and egress. This provision is subject to the related provisions of Section 32 below.

(5) Yacht Club is a duly-authorized and existing corporation, qualified to do business in the State of Mississippi, with full right and authority to enter into this Agreement, and each person signing on behalf of Yacht Club is authorized to do so.

11. PROTECTION FROM VIOLATIONS:

Each party covenants that it shall save and hold the other harmless from any violations by it or its agents of: laws of the United States; administrative regulations promulgated by agencies of the United States; laws of the State of Mississippi; and applicable county and municipal ordinances and laws.

Both Yacht Club and Cotton Club covenant that they shall commit no act or omission which would constitute a violation of Yacht Club’s lease agreement with the City of Greenville.

12. PERMITS, LICENSES, ETC.:

Should it be necessary to obtain any permits, or modifications or changes in any existing permits from the U.S. Army Corps of Engineers, Coast Guard, or any other governmental agency, or to

obtain any licenses from any governmental agency, in order to effectuate, in a lawful manner, the dockage of Cotton Club’s vessels, the acquisition of any such permits, licenses, etc., and the costs associated therewith will be the sole responsibility of Cotton Club. Yacht Club covenants to cooperate with Cotton Club in obtaining any such permits, etc.

13. ALTERATIONS OR IMPROVEMENTS:

Yacht Club grants unto Cotton Club and Cotton Club reserves the right to make from time to time, at Cotton Club’s sole expense, changes or alterations to the docking arrangement of the vessels located at the Yacht Club, including location of gangways which Cotton Club reasonably deems necessary for the efficient use of its vessel as a floating gaming casino. Should it be necessary to purchase additional dock barges, gangways, anchors, pilings, cables, fittings, etc., in order to properly dock Cotton Club’s vessel(s), such purchases will be made by Cotton Club, at Cotton Club’s sole expense. Any such purchases will not be deducted from dockage fees, nor otherwise used as a set-off. Any and all dock barges, gangways, anchors, pilings, cables, fittings, etc., purchased by Cotton Club will immediately become the property of Yacht Club and Cotton Club agrees to execute any and all documents necessary to transfer title of same to Yacht Club.

Any such changes or alterations shall be made in accordance with the plans and specifications submitted to and approved in writing by Yacht Club in advance of the commencement of any such changes or alterations, which approval shall not be unreasonably withheld.

It is understood and agreed that Cotton Club shall not make any changes or alterations which would diminish the value of Yacht Club’s facilities, impair the usage of Yacht Club’s own vessels and facilities, weaken the existing structures or dockage facilities, reduce the insurability of any of the vessels located at the Yacht Club, including the Yacht Club itself, or in any other manner interfere with the use of the Yacht Club or any of the other vessels that are docked there by Yacht Club or its members and their guests.

Should reanchoring or rearrangement be necessary, Cotton Club agrees to reanchor the existing Yacht Club vessels in a workmanlike manner, such reattachment and reanchoring to be performed with reasonable care and the result of which shall be as similar as practical to the present attachment and anchoring. Cotton Club further agrees to indemnify and hold Yacht Club and any vessels owned by Yacht Club harmless from any accident arising due to any defect in the location or method or material of the attachment and/or any defects in the dockage equipment, and further agrees to indemnify and hold Yacht Club harmless from any damage that might be caused to Yacht Club vessels or to any of the property of the members of Yacht Club as a result of the Cotton Club vessels being defectively docked there, or as a result of any negligence and/or defect in the method by which any of the vessels are attached or reattached by Cotton Club. In addition, Cotton Club shall be solely responsible for making such periodic adjustments to the

agreement shall provide that such policy shall not be cancelled without thirty (30) days written notice to the Yacht Club.

If Cotton Club fails to continuously provide such insurance, Yacht Club may obtain such insurance and Cotton Club will reimburse Yacht Club for the cost thereof within ten days after Yacht Club’s written demand for reimbursement.

15. INSOLVENCY OR BANKRUPTCY:

In the event of the insolvency or bankruptcy of Cotton Club or the filing of any Petition under the Bankruptcy Act, voluntarily or involuntarily, and if such bankruptcy is not dismissed within ninety (90) days of the filing of such petition, or in the event of a general assignment for the benefit of creditors, then Yacht Club shall have the right and privilege to either (a) immediately terminate this Agreement by thirty (30) days written notice; or (b) re-enter and take possession of the dockage space and hold cotton Club liable for the difference, if any, between the dockage fees herein reserved for the unexpired portion of the existing term and any amount of dockage fees from a third party which Yacht Club is able to procure for the unexpired portion of the term, such monthly difference being a separate cause of action, nor shall Yacht Club be liable to Cotton Club for any larger amount of which Yacht Club is able to procure. Provided, that nothing herein shall obligate Yacht Club to enter into any agreement with any third party for the subject dockage space or any portion thereof for said unexpired portion of the term.

16. DELIVERY AT END OF DOCKAGE AGREEMENT:

Cotton Club agrees to deliver to Yacht Club, or Yacht Club’s agents or assigns, the dockage space at the end of this Agreement, cleared of all persons and property, in the same good order and condition as the same were received by Cotton Club, ordinary wear and tear, and damage by fire or other casualty covered by insurance excepted, and, if requested by Yacht Club, to reposition Yacht Club’s facilities to their original-position occupied prior to inception of this Agreement, insofar as same is reasonable and practicable, at Cotton Club’s sole expense. No demand or notice of such delivery shall be necessary.

17. RIGHT OF ENTRY:

Yacht Club reserves the right during the term of this dockage agreement to enter upon and into any vessel placed at the dockage space at reasonable hours to inspect the same, but has no obligation to make an inspection of said vessel.

18. NUMBER OF VESSELS:

This Agreement entitles Cotton Club to dock no more than one (1) casino vessel at the Yacht Club. However, Cotton Club shall be permitted to furnish and position one or more additional vessels to be owned by Yacht Club across the front of Cotton Club’s and Yacht Club’s vessels for use in boarding those vessels.

19. DEFAULT OF DOCKAGE FEES, ETC.

All covenants and agreements herein made and obligations assumed are to be construed also as conditions, and these presents or upon the express condition that if Cotton Club shall fail to

pay, when due, any one of the aforesaid annual dockage payments, or any other money due or payable hereunder, and the said failure to pay shall continue for twenty (20) days after the mailing of written notice by certified or registered mail to Cotton Club by Yacht Club of such failure to pay, or should Cotton Club fail to perform or observe any of the other covenants, agreements or obligations herein made or assumed by Cotton Club, and such failure shall continue for thirty (30) days after the mailing of written notice by certified or registered mail to Cotton Club by Yacht Club of such default, then, and thenceforth, in any said events, this Agreement may be terminated at the option of the Yacht Club of written notice to Cotton Club and Yacht Club may immediately retake possession of the dockage space by removing any vessel or vessels occupying same and hold any such vessels until amounts in default have been paid, failing which payment Yacht Club may exercise its maritime lien against any such vessels for dockage charges. In addition, Yacht Club shall thereafter be entitled to recover of Cotton Club the difference, if any, between all sums due to it under this Agreement and any amount of dockage charges from a third party which Yacht Club is able to procure during the unexpired portion of the term, such difference being a separate cause of action, nor shall Yacht Club be liable to Cotton Club for any larger amount of which Yacht Club is able to procure. Provided, that nothing herein shall obligate Yacht Club to bargain or sell the dockage space or any portion thereof for said unexpired portion of the term hereof.

20. RIGHT TO TERMINATE NOT EXCLUSIVE:

In addition to Cotton Club’s right to terminate this Agreement as provided in Section 3 above, each party shall have the right to terminate this Agreement, together with all rights and duties hereunder, in the event of the other’s default of any material terms or provisions herein. This right to terminate is in addition to and not in exhaustion of such other rights that either party has or causes of action, either under state, federal or maritime law, that may accrue because of a party’s failure to fulfill, perform or observe the obligations, agreements or covenants of this agreement, and the exercise or pursuit by either party of any of the rights or causes of action accruing hereunder shall not be in exhaustion of such other rights or causes that such party might otherwise have.

21. ASSIGNMENT:

Cotton Club shall have the right to assign the dockage space or any and all other rights under this Agreement to an entity in which it has a financial interest, but not otherwise without the written approval of Yacht Club, which approval shall not be unreasonably withheld. No such assignment shall relieve Cotton Club of any of its obligations under this Agreement.

22. SINKING OF DOCKED VESSEL:

Should any vessel docked by Cotton Club at the Yacht Club sink then Cotton Club will have the obligation of raising the vessel at Cotton Club’s expense should Yacht Club so decide. Such obligation to raise the sunken vessel would be independent of and in addition to any obligation imposed by the United States Corps of Engineers

or the United States Coast Guard regarding wreck removal.

23. WAIVER OF BREACH:

It is hereby covenanted and agreed that no waiver of a breach of any of the covenants of this Agreement shall be construed to be a waiver of any succeeding breach of the same or any other covenants.

24. ATTORNEY’S FEES:

Cotton Club covenants to pay all costs of collection, including reasonable attorney’s fees, if all or any part of the dockage fees provided for herein are collected after maturity and after expiration of the grace period provided for with respect to forfeiture in Section 19 with the aid of an attorney. Also either Yacht Club or Cotton Club shall pay reasonable attorney’s fees to the other party’s attorney in the events it becomes necessary for the non-defaulting party to employ an attorney to force the defaulting party to comply with any of the covenants, obligations, or conditions imposed by this Agreement.

If a final court decision is to the effect that the party charged is not in violation or default, such party shall not be required to pay attorney’s fees incurred by the charging party.

25. UTILITIES:

Cotton Club agrees that at its sole expense it will take such actions as are necessary to provide any vessel docked at the Yacht Club by Cotton Club with sewerage and utility services and will be solely responsible for the timely payment of all electric, gas, telephone or other utility services provided to any vessel docked

by it at the Yacht Club.

26. HOLDING OVER:

It is mutually understood and agreed that in the event Cotton Club should hold over after the termination of this Agreement, either by expiration of the term herein stated or otherwise, such holding over shall not be construed as a holding over from month to month, year to year, or term of years, or for a periodic term of any kind, but such holding over shall be from day to day and solely at the will of Yacht Club.

27. REPAIRS:

Cotton Club shall be solely responsible for any and all repairs or maintenance on its vessel(s) docked at the Yacht Club provided the need for such repairs does not arise out of Yacht Club’s negligence. Additionally, Cotton Club shall be solely responsible for any repairs or maintenance required on the gangways, anchors, deadmen, cables, chains, spuds, or additional docked barges needed for the safe dockage of any Cotton Club vessel, and Cotton Club shall assume full responsibility for the safe and continued flotation of any such vessel, excluding however repairs and/or flotation deficiencies arising out of Yacht Club’s negligence. Cotton Club shall also be responsible for providing good and strong cable reasonably sufficient to withstand wind, wake and waves, the rise and falls of the water levels of Lake Ferguson, and reasonably sufficient to keep its vessel safely docked at the Yacht Club. Cotton Club shall be solely responsible for the mooring cable and anchor adjustments necessary for it to move or

relocate the existing Yacht Club vessel, or other vessels at the Yacht Club facility, or for it to relocate any such vessels, including its own, or any such attached piers.

28. NOTICES:

All notices to be given to either party shall be by certified mail or registered mail, return receipt requested, whether or not specifically stated herein. All notices to be given to Yacht Club shall be addressed to it at P.O. Box 417, Greenville, Mississippi, 38701, or to such other address as shall hereafter be directed in writing by Yacht Club to Cotton Club. A copy of any such notice to Yacht Club shall be mailed simultaneously to its attorney, as follows: C.W. Walker, III, Lake, Tindall, Hunger & Thackston, P.O. Box 918, Greenville, MS 38702-0918. All notices herein provided to be given to Cottons Club shall be addressed to it at P.O. Box 914, Mobile, Alabama 36601, or to such other address as shall hereafter be directed in writing by Cotton Club to Yacht Club. A copy of any such notice to Cotton Club shall be mailed simultaneously to its attorneys, as follows:

Fred C. DeLong, Jr. or Roy D. Campbell, III, Campbell, DeLong, Hagwood & Wade, P. O. Box 1856, Greenville, Mississippi 38702-1856. The time any such notice shall begin to run is the date of the mailing of such notice.

29. APPLICABLE LAW:

The terms of this Agreement are to be construed under the maritime laws of the United States, to the extent applicable, if any, and/or under the laws of the State of Mississippi.

30. FOR CONVENIENCE ONLY:

Captions of the several articles contained in this Agreement are for convenience only.

31. COMPLIANCE WITH COAST GUARD REGULATIONS:

Cotton Club shall be solely responsible for such lighting and/or marking of any of its vessels, and any anchorage or mooring cables affixed thereto as are required by the U.S. Coast Guard regulations or any and all other applicable law. Additionally, Cotton Club shall be solely responsible for the securing of any and all Coast Guard permits required for the operation of the demised premises by Cotton Club in the fashion anticipated.

32. INGRESS AND EGRESS:

Cotton Club shall be solely responsible for the installation, maintenance and repair of any walkways or gangways used to board Cotton Club’s vessel or vessels. Cotton Club shall be obligated to keep any such walkways and/or gangways free of ice or any other obstructions which might impair ingress and egress and will be required to maintain adequate lighting in said areas. Yacht Club shall cooperate with Cotton Club in allowing it to provide safe and convenient ingress and egress to its vessel to accommodate the expected heavy flow of patrons and guests to its vessel, as set forth in Section 10(B)(4) above.

The parties’ rights and obligations respecting common areas used by their patrons, invitees, guests, agents and employees, such as the gangway and/or access barge which they contemplate using jointly for boarding, shall be to enjoy equal access to and across

such areas, with Cotton Club alone to be responsible for maintaining those areas and for furnishing any equipment needed for such common areas.

33. SECURITY:

Cotton Club shall be responsible for providing security to guard against unwanted persons boarding its own vessels, and shall also be responsible for providing security to guard against its own patrons entering vessels owned by Yacht Club or its members.

34. RELATION OF THE PARTIES:

This Agreement shall in no way be construed or interpreted as creating a partnership, joint venture, or any legal relationship between Yacht Club and Cotton Club other than that of a dockage relationship. Nor shall this Agreement be construed or interpreted as a lease or sub-lease; it is strictly an agreement for certain dockage rights and responsibilities.

35. AGREEMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS:

The parties agree that the foregoing Agreement may be executed in counterparts, that facsimile signatures (whether by fax or otherwise) will be considered as valid as pen-and-ink signatures, and that when counterparts have been executed by all parties, the Agreement shall be binding in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have executed this Dockage Agreement on the date first above written and hereby attest that they have read the foregoing and that it is their true and complete agreement.

	GREENVILLE YACHT CLUB

	By:	/s/ [ILLEGIBLE]
		Commodore

ATTEST:

/s/ [ILLEGIBLE]
Secretary

	COTTON CLUB OF GREENVILLE, INC.

	By:	/s/ Matthew B. Walker
		Matthew B. Walker, President

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named [ILLEGIBLE] and [ILLEGIBLE], respectively the Commodore and Secretary of the GREENVILLE YACHT CLUB, a Mississippi corporation, who acknowledged that as such officers and for and on behalf of said corporation as its act and deed they signed and delivered the above and foregoing Dockage Agreement on the day and year therein mentioned for the purposes therein stated, after first being authorized so to do.

GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 29 th day of Dec., 1992.

	/s/ [ILLEGIBLE]
	Notary Public
My Commission Expires:
12/5/95

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named Matthew B. Walker, President of COTTON CLUB OF GREENVILLE, INC., a Mississippi corporation, who acknowledged that as such officer and for and on behalf of said corporation as its act and deed he signed and delivered the above and foregoing Dockage Agreement on the day and year therein mentioned for the purposes therein stated, after first being authorized so to do.

GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 29 th day of Dec., 1992.

	/s/ [ILLEGIBLE]
	Notary Public
My Commission Expires:
12/5/95

Exhibit 10.4(A)

AGREEMENT

The parties hereto, Greenville Yacht Club and Cotton Club of Greenville, Inc., hereby mutually agree as follows:

1. By letter agreement dated December 29, 1992, the parties agreed that the $50,000 previously paid by the Cotton Club as consideration for an option would become unconditionally the Yacht Club’s property and that the remaining $250,000 (applicable to the first year’s dockage fees) would be conditioned upon the Cotton Club of Greenville, Inc. fully obtaining all necessary permits from the United States Corps of Engineers, and that should Cotton Club of Greenville, Inc. be unsuccessful in obtaining any such permits that the remaining $250,000 would be refunded and that the Dockage Agreement between the parties would become null and void and of no further effect.

2. Also on December 29, 1992, Matthew B. Walker, as President of the Cotton Club of Greenville, Inc. executed three promissory notes evidencing the terms of payment of the remaining $250,000.

3. The parties hereto amend their agreement (including the promissory note dated December 27, 1992, requiring payment of $83,333.33 plus interest on April 1, 1993) regarding the payment of the remaining $250,000 as follows:

a. The sum of $83,333.34 plus interest which was due and payable on January 9, 1993, and which was in fact paid on January 9, 1993, is unconditionally the property of the Greenville Yacht Club, and specifically is not conditioned in any way upon the acquisition of the requisite Corps of Engineers permits, or anything else for that matter; and

b. Payment of the second $83,333.33 plus interest accrued through April 1, 1993, which was to be due and payable on April 1, 1993, shall not be due and payable until July 1, 1993, the same time at which the third payment of $83,333.33 shall be due and payable; and

c. The parties agree to suspend the accrual of interest from April 1, 1993, up through and including July 1, 1993, on that promissory note dated December 29, 1992 that was previously due and payable on April 1, 1993.

4. In all other respects the agreement between the parties regarding the interest rates payable on the notes and the other terms embodied in the notes themselves will remain in full force and effect. Additionally, the retention of the remaining $166,666.66 of the first year’s dockage fees, as well as the dockage agreement itself, will remain contingent upon the acquisition by the Cotton Club of Greenville, Inc. in obtaining its necessary United States Corps of Engineers permits as originally set forth in the letter of December 29, 1992.

AGREED, this 2 day of April, 1993.

	COTTON CLUB OF GREENVILLE, INC.

	By:	/s/ [ILLEGIBLE]
Date: 4-2-93

	GREENVILLE YACHT CLUB

	By:	/s/ [ILLEGIBLE]
Date: 4-2-93

Exhibit 10.4(B)

SECOND AMENDMENT TO DOCKAGE AGREEMENT

THIS SECOND AMENDMENT TO DOCKAGE AGREEMENT (“Amendment” ) is made and entered into on this, the 27th day of July, 1995, by and between THE GREENVILLE YACHT CLUB, a Mississippi corporation (hereinafter “Yacht Club”), and COTTON CLUB OF GREENVILLE, INC., d/b/a COTTON CLUB CASINO, a Mississippi corporation (hereinafter “Cotton Club”).

WITNESSETH:

WHEREAS , on or about December 29, 1992 the Yacht Club and Cotton Club entered into that certain Dockage Agreement (hereinafter “Original Agreement”) ; and

WHEREAS , on or about April 2, 1993, the Yacht Club and Cotton Club amended the Original Agreement to modify its terms governing payment of the initial dockage fee (for the year 1993); and

WHEREAS , the Yacht Club and Cotton Club desire to amend further the Original Agreement and to resolve certain differences which have arisen between them, all as set forth herein.

NOW, THEREFORE , in consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained herein and in the Original Agreement, the sufficiency of which is hereby acknowledged, the Original Agreement is further modified, altered and changed in the following respects only, and the parties agree as follows:

1. The provision in Section 7 of the Original Agreement requiring Cotton Club to make annual payments is changed to provide for payment of the dockage fees in consecutive, equal monthly installments, to be paid together with: (a) Mississippi sales tax on those fees at the applicable rate; and (b) interest on the unpaid balance of that year’s dockage fee at a rate initially equal to that paid to Planters Bank & Trust Company by the Yacht Club for the

duration of the Yacht Club’s current indebtedness to that bank, and thereafter at a rate equal to one percent (1%) over the prime loan rate announced by Planters Bank from time to time. Such monthly installments shall be paid on the 9th day of each month. The Yacht Club acknowledges that Cotton Club has paid it all monthly dockage fees, interest and sales tax through July, 1995, and the parties agree that Cotton Club shall begin making the monthly payments provided for above on August 9, 1995, and continuing through the primary and any extended term of the Original Agreement, subject to Cotton Club’s rights to terminate. In the event Cotton Club exercises its right to terminate in accordance With Section 3(b) of the Original Agreement, that termination shall not relieve or otherwise effect Cotton Club’s obligation to pay the balance of that year’s dockage fee, sales tax and interest in the amounts and on the dates set forth above. The “full dockage fee for the next succeeding year” which Cotton Club shall be obligated to pay in the event of such termination shall be the then annual dockage fee set forth in ¶ 7 of the Original Agreement, which sum shall be paid in a lump sum (and not in monthly payments) in advance on or before the 29th day of December in the year in which Cotton Club gives its written notice of termination; provided, however, Cotton Club shall not be obligated to pay any portion of the Mississippi sales tax on that dockage fee.

2. In addition to the payments provided for in Section 7 of the Original Agreement, as amended herein, Cotton Club agrees that it shall pay to the Yacht Club the sum of $1,750.00 per month, on the 9th day of each month, beginning on August 9, 1995, and ending on December 9, 1995, said payment representing the balance of one-half of the Mississippi sales tax due on the dockage fees paid by Cotton Club to the Yacht Club during 1993 and 1994.

3. In addition to the payments provided for in the Original Agreement, as amended herein, Cotton Club agrees that it shall pay the Yacht Club the sum of One Hundred Thousand and No/100 Dollars ($100,000) for a full, final and complete release of any claims (a) of ownership that Yacht Club may have on the barge presently used by Cotton Club to provide

ingress and egress to Cotton Club and the Yacht Club and (b) for damages to Yacht Club’s piers, gangways, anchors, vessels, cables, etc., resulting from adjustments to the parties’ mooring cable (s) and/or anchor(s). That sum of $100,000.00 shall be paid as follows: the sum of Fifty Thousand and No/100 Dollars ($50,000.00) in cash on November 1, 1995; beginning December 9, 1995, and continuing on the ninth day of each month thereafter, through and including September 9, 1996, the sum of Five Thousand and No/100 Dollars ($5,000.00) in cash. The Yacht Club agrees that upon payment of that sum of $100,000.00 by Cotton Club all such claims of Yacht Club to ownership of the barge (including its cables, gangway, etc., and any fixtures thereon) and for damages to its piers, gangways, etc., shall be deemed to be released and discharged, end Yacht Club shall execute any and all documents to further effectuate and/or document such release.

4. Effective upon payment of the aforesaid sum of $100,000.00, Section 18 of the Original Agreement shall be deemed to be amended to read as follows:

This Agreement entitles Cotton Club to dock no more than one (1) gaming casino at the location contemplated by this Agreement. However, Cotton Club shall be permitted to furnish and position one or more additional vessels across the front of Cotton Club’s and Yacht Club’s vessels for use in boarding those vessels. Yacht Club makes no claim of ownership over, on, in or to either Cotton Club’s gaming casino or its barge.

5. In the event the payments set forth in ¶ ¶ 1, 2 and 3 above are not paid when due, and that failure to pay shall continue for ten (10) days after Yacht Club simultaneously (a) mails by certified or registered mail and (b) transmits via facsimile, to Cotton Club and to its attorneys (to the addresses and fax numbers set forth in ¶ 8 below) written notice of such failure to pay, then Yacht Club may invoke the default remedies under ¶ 19 of the Original Agreement; and, in addition, a late penalty shall be assessed thereafter as follows: $35.00 for the first day, or portion thereof; $60.00 for the second day, or portion thereof; $80.00 for the third day, or portion thereof; $125.00 for the fourth day, or portion thereof, $150.00 for the fifth day, or portion thereof; and $500.00 for the sixth and each subsequent day, or portion thereof.

6. The last sentence of the first paragraph of Section 13 of the Original Agreement is deleted, and the following inserted in lieu thereof:

Cotton Club agrees that on or before the end of the term of the Original Agreement and any renewals or extensions thereof, it shall provide the Yacht Club with ingress and egress comparable to that utilized by the Yacht Club prior to Cotton Club’s dockage of its vessel.

7. Yacht Club hereby waives and/or forgives any default by Cotton Club under the Original Agreement through and including the date of this Amendment and, likewise, the release of Yacht Club’s claims for damages to its piers, etc., set forth in ¶ 3 above, is limited to actions and conduct occurring prior to this Amendment.

8. The substance (but not the title) of Section 28 of the Original Agreement is deleted and the following inserted in lieu thereof: Except as otherwise expressly provided, all notices and other communications provided for hereunder shall be in writing (including telegraphic, telex, telecopier or cable communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered:

If to Yacht Club:	Greenville Yacht Club
	P. O. Box 417
	Greenville, MS 38702-0417
	Attention: J. T. Hall, Commodore

with copies to:	C. W. Walker, III
	Lake, Tindall & Thackston
	P. O. Box 918
	Greenville, MS 38702-0918
	Fax: (601) 378-2183

If to Cotton Club:	Cotton Club of Greenville, Inc.
	P. O. Box 1777
	Greenville, MS 38702-1777
	Attention: Mike Howard, CEO
Fax: (601) 378-8953

with copies to:	Roy D. Campbell, III
	Campbell, Delong, Hagwood & Wade
	P. O. Box 1856
	Greenville, MS 38702-1856
	Fax: (601) 334-6407

or, as to Yacht Club or Cotton Club, at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications addressed to Yacht Club or Cotton Club shall, if sent through the United States Mail, be effective when deposited in the United States Mail, or, if sent by telegraph, telex, telecopy or cable or overnight courier, be effective when so telegraphed, telexed, telecopied, cabled, or delivered to overnight courier, or, if sent by hand-delivery, be effective on the same day so sent.

9. Cotton Club and the Yacht Club agree that, except as specifically modified and amended as set forth in this Amendment, the Original Agreement shall remain in full force and effect. They further agree that, except as expressly stated herein, the amendments and agreements stated herein shall take effect immediately.

10. This Amendment may be executed in multiple originals. This document likewise may be executed in multiple counterparts which when taken together shall constitute a single agreement.

IN WITNESS WHEREOF the parties have executed this Amendment as of the day and year first above written.

	COTTON CLUB OF GREENVILLE, INC.

	By:	/s/ Mike Howard
		Mike Howard, CEO


	THE GREENVILLE YACHT CLUB

	By:	/s/ J . T. Hall
		J . T. Hall, Commodore

Exhibit 10.4(C)

THIRD AMENDMENT TO DOCKAGE AGREEMENT

THIS THIRD AMENDMENT TO DOCKAGE AGREEMENT (hereinafter “Third Amendment”) is made and entered into on this the 22nd day of December, 1997, by and between THE GREENVILLE YACHT CLUB , a Mississippi corporation (hereinafter “Yacht Club”); and ALPHA GULF COAST, INC., a Delaware corporation, d/b/a Bayou Caddy’s jubilee Casino (hereinafter “ Alpha Gulf Coast ”).

WITNESSETH:

WHEREAS , on or about December 29, 1992, the Yacht Club and Cotton Club of Greenville, Inc., d/b/a Cotton Club Casino (hereinafter “Cotton Club”) entered into that certain Dockage Agreement (hereinafter “Original Agreement”); and

WHEREAS , on or about April 2, 1993, the Yacht Club and Cotton Club amended the Original Agreement to modify its terms governing payment of the initial dockage fee (for the year 1993); and

WHEREAS , on or about July 27, 1995, the Yacht Club and Cotton Club amended the Original Agreement further to provide for monthly payment of dockage fees, payment of certain sales taxes, release of certain claims, and payment of penalties for late payments (hereinafter ‘Second Amendment”) [the Original Agreement, the amendment dated 4-2-93 and the Second Amendment are hereinafter referred to collectively as the “Amended Dockage Agreement”]; and

WHEREAS , by Assignment of Agreements dated December 11, 1997, Jubilation Lakeshore, Inc. (formerly “Cotton Club of Greenville, Inc.”) assigned its rights in the Amended Dockage Agreement to Alpha Gulf Coast; and

WHEREAS , Alpha Gulf Coast failed to give the Yacht Club timely notice, pursuant to Section 6 of the Original Agreement, of its exercise of its option to renew for an additional term of five years and has requested the Yacht Club to waive such notice; and

WHEREAS , the Yacht Club has agreed to waive that notice, in consideration for Alpha Gulf Coast’s cash payment of Fifty Thousand Dollars ($50,000.00) and the further amendment of the Amended Dockage Agreement, all as set forth herein.

NOW, THEREFORE , in consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained herein and in the Amended Dockage Agreement, the sufficiency of which is hereby acknowledged, the Amended Dockage Agreement is further modified, altered and changed in the following respects only, and the parties agree as follows:

1. Alpha Gulf Coast hereby notifies Yacht Club, and the Yacht Club acknowledges receipt of such notice and waives any further notice requirements under Section 6 of the Original Agreement, of its exercise of the first five (5) year option, which term shall begin at 12:01 a.m. (Central Standard Time) on December 29, 1997, and shall expire sixty (60) months thereafter, at midnight on December 28, 2002, subject to Alpha Gulf Coast’s right to exercise the second five (5) year option.

2. Simultaneously with the execution of this Third Amendment and in consideration of the waiver of notice as set forth in paragraph 1 above, Alpha Gulf coast has paid the Yacht Club the cash sum of $50,000.00, the receipt and sufficiency of which the Yacht Club hereby acknowledges.

3. The provision in Section 3(b) of the Original Agreement, granting to Alpha Gulf Coast the right to terminate that Agreement and to then pay only one year’s dockage fee, is hereby deleted and Alpha Gulf Coast shall have no right to terminate its obligations under the Amended Dockage Agreement without cause.

4. That portion of paragraph 5 of the Second Amendment providing for the assessment of late penalties, following notice, is hereby deleted and in lieu thereof it is agreed

that a late penalty of $200.00 per day shall be assessed for every day the payments are not paid when due, which penalty shall not be conditioned upon the giving or receipt of any notice.

5. The last sentence of the first paragraph of Section 13 of the Original Agreement is deleted, all of paragraph 6 of the Second Amendment is deleted, and the following is inserted in lieu thereof:

Alpha Gulf Coast agrees that on or before the end of the term of the Original Agreement and any renewals or extensions thereof, it shall provide the Yacht Club with ingress and egress, and with moorage, comparable to that utilized by the Yacht Club prior to dockage of Cotton Club’s vessel.

6. The amendments and agreements stated herein take effect immediately.

7. Alpha Gulf Coast and the Yacht Club agree that, except as specifically modified herein, the Amended Dockage Agreement remains in full force and effect.

8. This Third Amendment may be executed in multiple originals. Likewise, this Third Amendment may be executed in multiple counterparts which, when taken together, shall constitute a single agreement.

IN WITNESS WHEREOF the parties have executed this Third Amendment to Dockage Agreement as of the day and year first above written.

	ALPHA GULF COAST, INC.

	By:	/s/ Thomas W. Aro
		Thomas W. Aro, President


	THE GREENVILLE YACHT CLUB

	By:	/s/ Marcus E. Hooker
		Marcus E. Hooker, Commodore

ATTEST:

/s/ [ILLEGIBLE]
Secretary

Exhibit 10.4(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.

	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.

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

Exhibit 10.4(E)

CONSENT AGREEMENT

THIS CONSENT (“Consent”) is made on this 22 day of February, 2002, by and among THE GREENVILLE YACHT CLUB, a Mississippi corporation (the “Yacht Club”), JMBS CASINO, LLC, a Mississippi Limited Liability Company (“JMBS”), and GREENVILLE CASINO PARTNERS, L.P., a Mississippi Limited Partnership (“GCP”).

RECITALS

WHEREAS, Yacht Club is the lessor or grantor under those certain agreements described on Exhibit A and incorporated herein (the “Agreement”), under which Greenville Casino Partners, L.P. (the “Assignor”) has the right to use or occupy the premises described in the Agreement (the “Premises”). The Premises is more particularly described in the Agreement and Exhibit B attached hereto.

WHEREAS, Assignor desires to assign the Agreement to JMBS and JMBS desires to accept an assignment of the Agreement and the Assignor’s rights therein.

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

1. Yacht Club represents that (i) it is the owner and/or lessor of the Premises and the current owner of the lessor’s, assignor’s or grantor’s, as appropriate, interest under the Agreement, (ii) the Agreement is in full force and effect and has not been amended, supplemented or modified by the Yacht Club, except as set forth on Exhibit A , (iii) a true and correct copy of the Agreement is attached hereto as Exhibit C , (iv) the current term of the Agreement expires on December 28, 2002, and Assignor has renewals as specified under the Agreement, (v) to the best of Yacht Club’s knowledge there are currently no defaults under the Agreement or circumstances under which Yacht Club with the delivery of notice or passage of time would be entitled to declare a default, (vi) this Consent has been approved by all parties in accordance with all legal requirements applicable and is binding upon each party in accordance with its terms.

2. Yacht Club consents to the assignment of the Agreement by Assignor to JMBS and JMBS’ assumption of all of the rights and obligations of Assignor contained thereunder. Such Assignment shall not relieve Assignor of any of its obligations under the Agreement as currently amended.

3. Yacht Club agrees that on one or more occasions without Yacht Club’s consent, JMBS may, for the benefit of JMBS’s lender (the “Lender”), assign, mortgage, or otherwise encumber JMBS’s leasehold estate or other interest in the Agreement or the Premises (including any improvements or real property related thereto) under one or more deeds of trust, collateral assignments or similar agreements or assignments and assign the Agreement as security. JMBS agrees to give Yacht Club written notice of any such mortgage, grant or assignment, which notice shall provide the name and address of the Lender. Such mortgage, grant or assignment shall not be construed otherwise to modify or alter the Agreement.

4. Yacht Club agrees to notify Lender and GCP, in writing, upon the occurrence of any default by JMBS under the Agreement and grants Lender the right to cure such default within the later of (a) the same number of days after such notice that JMBS has to cure such default under the Agreement or (b) thirty (30) days after the Yacht Club delivers written notice by U.S. Mail or facsimile to the Lender and GCP if such default is capable of being cured by the payment of money and at least forty-five (45) days after the Yacht Club delivers written notice to the Lender and GCP if such default is not capable of being cured by payment of money.

5. Yacht Club agrees to review and execute such additional commercially reasonable documents for the protection of Lender as may be reasonably requested by Lender or JMBS. GCP and/or JMBS shall reimburse Yacht Club for its itemized attorney’s fees and costs in regard to this Consent.

6. The agreements contained herein may not be modified or terminated orally and shall be binding upon Yacht Club and shall inure to the benefit of JMBS, Lender and each of their respective successors and assigns. This Consent represents the entire agreement of the parties hereto with respect to the subject matter hereof.

Executed and delivered as of the day of February, 2002.

JMBS CASINO, LLC		THE GREENVILLE YATCH CLUB

By:	/s/ Joseph Yung	By:	/s/ Marcus Hooker
	Printed Name: Joseph Yung		Printed Name: Marcus Hooker
	Title: Manager, JMBS Casino LLC		Title: Commodore

GREENVILLE CASINO PARTNERS, L.P.

By:	/s/ John R. O’Donnell
	Printed Name: JOHN R. O’DONNELL
	Title: PRESIDENT

STATE OF Kentucky

COUNTY OF Kenton

PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the jurisdiction aforesaid, the within named JOSEPH YUNG, who affirmed that he is the MANAGER of JMBS Casino, LLC, a Mississippi Limited Liability Company, and that in his/her capacity as same, he executed the above and foregoing document on the day and year therein mentioned for the purposes stated therein, he being duly authorized to do so.

GIVEN under my hand and official seal, this 28th day of February, 2002.

	/s/ Illegible
	NOTARY PUBLIC

My Commission Expires:

My Commission Expires Oct 24, 2002

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the jurisdiction aforesaid, the within named MARCUS HOOKER, who affirmed that he is the Commodore of The Greenville Yacht Club, a Mississippi corporation, and that in his capacity as same, he executed the above and foregoing document on the day and year therein mentioned for the purposes stated therein, he being duly authorized to do so.

GIVEN under my hand and official seal, this 22 day of February, 2002.

	/s/ Illegible
	NOTARY PUBLIC

My Commission Expires:

3/27/2003

STATE OF COLORADO

COUNTY OF ELPASO

PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the jurisdiction aforesaid, the within named JOHN R. O’DONNELL, who affirmed that he is the PRESIDENT of Greenville Casino Partners, L.P., a Mississippi Limited Partnership, and that in his/her capacity as same, he executed the above and foregoing document on the day and year therein mentioned for the purposes stated therein, he being duly authorized to do so.

GIVEN under my hand and official seal, this 5TH day of MARCH 2002.

	/s/ Illegible
	NOTARY PUBLIC

My Commission Expires:

Expiration May 27, 2003

Exhibit 10.4(F)

FOURTH AMENDMENT TO DOCKAGE AGREEMENT

THIS FOURTH AMENDMENT TO DOCKAGE AGREEMENT (hereinafter “Fourth Amendment”) is made and entered into on this the 17 th day of June, 2002, by and between THE GREENVILLE YACHT CLUB, a Mississippi corporation (hereinafter “Yacht Club”), and JMBS CASINO LLC, a Mississippi limited liability company (“JMBS”).

WITNESSETH:

WHEREAS, on or about December 29, 1992, the Yacht Club and Cotton Club of Greenville, Inc. (hereinafter “Cotton Club”) entered into that certain Dockage Agreement (hereinafter “Original Agreement”) and a related letter agreement; and

WHEREAS, the Yacht Club and Cotton Club entered into Agreements dated April 2, 1993 and September 27, 1993 related to the Original Agreement; and

WHEREAS, on or about July 27, 1995, the Yacht Club and Cotton Club entered into a Second Amendment to the Original Agreement (hereinafter “Second Amendment”), a memorandum of which is filed in Book 1983, Page 649, of the Washington County, Mississippi records; and

WHEREAS, by Assignment of Agreements dated December 11, 1997 and recorded at book 2000, page 312, of the Washington County, Mississippi records, Cotton Club (which changed its corporate name to Jubilation Lakeshore, Inc.) assigned its rights in the Original Agreement, as amended, to Alpha Gulf Coast, Inc; and

WHEREAS, on or about December 22, 1997, the Yacht Club and Alpha Gulf Coast, Inc. entered into that certain Third Amendment to Dockage Agreement (the Original Agreement, as amended by the letter agreement, Agreements, and

Amendments referred to above; is hereinafter referred to collectively as the “Amended Dockage Agreement”); and

WHEREAS, Alpha Gulf Coast, Inc. assigned its rights under the Amended Dockage Agreement to Greenville Casino Partners, L.P., by virtue of an Assignment of Yacht Club Dockage Agreement and License Agreement dated March 2, 1998, recorded in Book 1990, Page 555, of the Washington County, Mississippi records; and

WHEREAS, Greenville Casino Partners, L.P. assigned its rights under the Amended Dockage Agreement to JMBS, by virtue of an Assignment of Dockage Agreement dated March 14, 2002, recorded in Book 2218, Page 372, of the Washington County, Mississippi records; and

WHEREAS, the Yacht Club, JMBS, and Greenville Casino Partners, L.P., entered into a Consent Agreement dated February 22, 2002 related to the assignment to JMBS; and

WHEREAS, the Yacht Club and JMBS desire to further amend the Amended Dockage Agreement.

NOW, THEREFORE, in consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained herein and in the Amended Dockage Agreement, the sufficiency of which is hereby acknowledged, the Amended Dockage Agreement is further modified, altered and changed in the following respects only, and the parties agree as follows:

1. JMBS hereby notifies the Yacht Club, and the Yacht Club acknowledges receipt of such notice and waives any further notice requirements under Section 6 of the Original Agreement, of the exercise by JMBS of the third option to extend the term of the Amended

Dockage Agreement, the term of which shall begin at 12:01 a.m. (Central Standard Time) on December 29, 2002, and shall expire at 11:59:59 p.m. on August 31, 2010 (the “Third Option Term”). During the Third Option Term JMBS shall pay to the Yacht Club dockage fees as provided in the Agreement, and under Section 7 during the Third Option Term such dockage fees shall be $390,000 per annum, prorated on a daily basis for any year less than 365 days.

2. Section 9 of the Original Agreement is hereby amended in its entirety to read as follows;

Yacht Club further agrees that so long as Cotton Club is not in default of this Agreement (Cotton Club shall not be deemed to be in default unless Yacht Club has given Cotton Club written notice of such default and Cotton Club has not cured such default within thirty days after receipt of such notice), Yacht Club will not allow any vessel not owned/operated/chartered by Cotton Club which is primarily engaged in the business of gaming to tie up at its dock or otherwise occupy any waterfront space in which Yacht Club has any rights, title or interest. Notwithstanding anything in this Dockage Agreement to the contrary, Cotton Club has the right, but not the obligation, under this Dockage Agreement to tie up a vessel or vessels primarily engaged in the business of gaming at Yacht Club’s dock. Accordingly, no removal by Cotton Club of any vessel or vessels tied up at the Yacht Club’s dock shall affect the Yacht Club’s obligations or Cotton Club’s rights under the first sentence of this Section 9.

3. The substance (but not the title) of Section 28 of the Original Agreement is deleted and the following inserted in lieu thereof:

Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier communication) and mailed, telecopied or delivered:

If to Yacht Club:		Greenville Yacht Club
		P.O. Box 417
		Greenville, MS 38702-0417
		ATTN: Marcus E. Hooker, Commodore
		Fax: (662) 334-1871

With copies to:		Joel J. Henderson, Esq.
		Henderson Dantone, P.A.
		241 Main
		P.O. Box 2778
		Greenville, MS 39702-0778
		Fax: (662) 378-3413

If to Cotton Club:		JMBS Casino LLC
		242 South Walnut Street
		Greenville, MS 38701
		ATTN: Joseph A. Yung, Manager
		Fax: (662) 335-2700

With a copy to:		Andrew R. Berger, Esq.
		Katz, Teller, Brant & Hild
		255 E. Fifth Street, Suite 2400
		Cincinnati, Ohio 45202-4787
		Fax: (513) 721-7120

or, as to Yacht Club or Cotton Club, at such other address which shall be designated by such party in a written notice to the other party hereto. All such notices and communications addressed to Yacht Club or Cotton Club shall, if sent through the United States Mail, be effective three days after deposited in the United States Mail, certified receipt, return receipt requested, or if sent by telecopy, be effective when so telecopied, or if sent by hand delivery, be effective on the same day so delivered.

4. The amendments and agreements stated herein take effect immediately.

5. JMBS and the Yacht Club agree that, except as specifically modified herein, the Amended Dockage Agreement remains in full force and effect.

6. This Fourth Amendment may be executed in multiple originals. Likewise, this Fourth Amendment may be executed in multiple counterparts which, when taken together, shall constitute a single agreement.

7. JMBS agrees to reimburse Yacht Club for its reasonable attorneys fees in connection with Yacht Club’s review of the Reaffirmation of Consent Agreement and Memorandum of Agreement by the Yacht Club in favor of Bank of America, N.A.

IN WITNESS WHEREOF the parties have executed this Fourth Amendment to Dockage Agreement as of the day and year first above written.

	JMBS CASINO LLC

	By:	/s/ Joseph A. Yung
		Joseph A. Yung, Manager


	THE GREENVILLE YACHT CLUB

	By:	/s/ Marcus E. Hooker
		Marcus E. Hooker, Commodore


ATTEST

/s/ Illegible
Secretary

Exhibit 10.5

LEASE AGREEMENT

This Lease entered into this day by and between the City of Greenville, Mississippi, a municipal corporation, Lessor, acting by and through The City Council of Greenville, and Cotton Club of Greenville, Inc., a Mississippi corporation with its principal place of business in Greenville, Mississippi, Lessee,

WITNESSETH:

The City of Greenville, Mississippi, is a municipality in which there is situated a harbor that is a port of entry. Further, the said City owns the land described in Exhibit “1” and which is shown as “Area 2” on the map or plat attached to said Exhibit “1”, both said exhibit and said plat being attached hereto and made a part hereof by reference. Said land is situated within reasonable and practical proximity to said harbor and/or port. The City has determined that the lease of said land to Cotton Club of Greenville, Inc., upon the terms and conditions and with the safeguards herein stated, is needful for the convenient use of the same in the aid of commerce, for industrial use, and that said terms, conditions and safeguards are such as will best promote and protect the public interest. The terms and conditions, and the monetary rental herein stated, have been found by the City to be adequate and have been approved by the City in an order or resolution authorizing the same.

Wherefore, premises considered, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor upon the terms and conditions and rentals hereinafter set forth that certain property located in the City of Greenville, Washington County, Mississippi, as more fully described on Exhibit “1” and on the plat attached thereto, both of which are attached hereto and incorporated herein by reference.

The term of this lease shall commence on the 1st day of April 1993, and end at midnight on the 31st day of August, 1995. At the expiration of the original term, Lessee shall have the option of three (3) additional five (5) year option terms, to be renewed automatically, unless written notice of termination is given to Lessor by Lessee sixty (60) days prior to the expiration date of the then existing term.

As rental for said property, Lessee hereby agrees to pay Lessor the sum of $100.00 per month payable in advance on the 1st day of April and on the 1st day of each month thereafter during the original term of this lease. Rentals for each option term hereunder shall be subject to a cost of living increase to be based on the Consumer Price Index using April, 1993 as the base period.

Lessee, as a material part of the consideration herein, hereby waives all claims against Lessor for damages to goods, equipment or

merchandise or other items of personal property, upon or about said premises, and for injuries, including death, to persons in or about said premises, from any cause arising at any time. Lessee hereby agrees to hold Lessor exempt and harmless from any loss, damage, expense or injury, including death, to any person, or to the goods, equipment, merchandise or property of any person or persons arising from the use of the premises by Lessee. Lessee further agrees that it will at all times during the term of this lease or any option term hereunder, at its own expense, carry and maintain public liability insurance on the above premises in the limits of not less than $1,000,000.00 with Lessor named as an additional assured therein, to protect the Lessor from any and all claims for personal injury, including death, and property damage which may arise from the operations under this lease agreement. Certificates of such insurance shall be filed with Lessor and shall be subject to Lessor’s approval.

The Lessee shall not sublease said property, or any portion thereof, without first obtaining the written consent of the Lessor, which consent will not be unreasonably withheld. Lessee hereby agrees and obligates itself in the use and occupancy of the above described property to conform to and abide by any rules, regulations, restrictions or ordinances that are now or may hereafter be imposed or promulgated by Lessor, the Greenville Port Commission, and/or the Board of Mississippi Levee Commissioners. Lessee further agrees that no illegal activity will be conducted or

permitted in or upon the above property or in or upon the Cotton Club of Greenville, Inc. It is further understood and agreed that this lease is made subject to any rights of way or easements of the Board of Mississippi Levee Commissioners in, on, and over said property.

Any notice(s) hereunder shall be in writing, and if to the Lessee, shall be addressed as follows:

Cotton Club of Greenville, Inc.
333 Washington Avenue
Greenville, MS 38701

and if to the City of Greenville, shall be addressed as follows:

Mayor
City of Greenville
Post Office Box 897
Greenville, MS 38702-0897

Upon the termination of this Lease Agreement, any and all improvements made by Cotton Club upon the premises may at City’s sole election either be and become the sole property of City or City may require Cotton Club to remove same at its sole cost and expense.

It is expressly understood and agreed by the parties hereto that the Lessor leases and grants unto Lessee only such interest as it has the authority to grant and/or as it may possess in the leased premises, if any, and Lessor makes no representation, guaranty or warranty whatsoever to Lessee as to Lessor’s authority, title or ownership of the leased premises, which Lessee hereby

accepts as is, where is.

10.

Lessee agrees and acknowledges that, as long as Lessee leases any portion of City owned property, it will not discriminate by segregation or, otherwise, against any person or persons because of race, color, religion, sex, or national origin; also, Lessee shall not refuse to allow the public the use of the facilities herein or restrict the use of the leased property herein including any and all services, privileges, accommodations, membership, and/or activities to be conducted on the leased premises to any person because of race, color, religion, sex, or national origin.

EXECUTED, this the 1 st day of April, 1993.

	COTTON CLUB OF GREENVILLE, INC.

	By:	/s/ Matthew B. Walker
		Matthew B. Walker, President

	CITY OF GREENVILLE, MISSISSIPPI

	By:	/s/ C. C. “Frank”
		C. C. “Frank” Self, Mayor

STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named Matthew B. Walker, President of COTTON CLUB OF GREENVILLE, INC., a Mississippi corporation, who acknowledged that for and on behalf of said corporation as its act and deed he signed and delivered the above and foregoing Lease Agreement on the day and year therein mentioned for the purposes therein stated, after first being authorized so to do.

GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 31 st day of March, 1993.

	/s/ [ILLEGIBLE]
	Notary Public
My Commission Expires:
4/1/96
STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named C. C. “Frank” Self, who affirmed that he is the Mayor of the City of Greenville, Mississippi, and that in his capacity as same, he executed the above and foregoing Lease Agreement for the purposes therein mentioned, he being duly authorized so to do.

GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 1 st day of April, 1993.

	/s/ [ILLEGIBLE]
	Notary Public
My Commission Expires:
My Commission Expires February 5, 1996

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 sidewalk 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 the 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 or plat attached hereto and made a part hereof by reference as if fully set out herein.

4-18-8

No Other Indexing Instructions

EXHIBIT 10.5(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 14 th 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 14 th 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 14 th 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.

Exhibit 10.5.1

AGREEMENT GRANTING MOORAGE, DOCKAGE,
BERTHING AND OTHER RIGHTS

This Agreement entered into this day by and between the City of Greenville, Mississippi, a municipal corporation (“City”), acting by and through The City Council of Greenville, and Cotton Club of Greenville, Inc., a Mississippi corporation with its principal place of business in Greenville, Mississippi (“Cotton Club”),

WITNESSETH:

The City of Greenville, Mississippi, is a municipality in which there is situated a harbor that is a port of entry. Further, the said City owns the concrete wharf shown as a part of “Area 1” on the map or plat attached to Exhibit “1” hereto, both said exhibit and said plat being attached hereto and made a part hereof by reference. Said concrete wharf and the water fronting on same are situated within reasonable and practical proximity to said harbor and/or port. The City has determined that the granting to Cotton Club of Greenville, Inc. of the rights with respect to said portion of said wharf and the said water fronting thereon, upon the terms and conditions and with the safeguards herein stated, is needful for the convenient use of the same in the aid of commerce, for industrial use, and that said terms, conditions and safeguards are such as will best promote and protect the public interest. The terms and conditions, and the monetary moorage and user fees herein stated, have been found by the City to be adequate and have been

approved by the City in an order or resolution authorizing the same.

Wherefore, premises considered, City hereby gives and grants unto Cotton Club, upon the terms and conditions and for the consideration hereinafter set forth, the following described moorage, dockage, berthing and other rights.

Cotton Club is hereby granted and shall have, during the term hereof, the exclusive right to moor, dock, berth, tie and/or affix a barge, barges and/or other facilities in the operation of a gaming establishment (including related purposes such as restaurant and beverage services), but for no other purposes, to the portion of the City lake front described in Section A of Exhibit “1” which is attached hereto and incorporated herein by reference, to include the right to affix cables, walkways, hoses and other facilities thereto, and to exercise all of the other rights described in said Section A of Exhibit “1”.

The term of this Agreement shall commence on the 1st day of April 1993, and end at midnight on the 31st day of August, 1995. At the expiration of the original term, Cotton Club shall have the option of three (3) additional five (5) year option terms, to be renewed automatically, unless written notice of termination is given to City by Cotton Club sixty (60) days prior to the expiration date of the then existing term. If Cotton Club shall

permanently cease to operate a gaming establishment and removes its casino vessel from the Greenville water front, then, subject to the provisions of paragraph 8, this Agreement may be terminated by City upon giving 30 days written notice to Cotton Club. Upon the termination of this Agreement, at City’s election, any mooring dolphins installed by Cotton Club may either be and become the sole property of City or Cotton Club may be required by City to remove same at Cotton Club’s sole cost and expense.

5 .

As moorage and user fees for the rights herein granted, Cotton Club hereby agrees to pay City the sum of $900.00 per month payable in advance on the 1st day of April and on the 1st day of each month thereafter during the original term of this Agreement. Such fees for each option term hereunder shall be subject to a cost of living increase to be based on the Consumer Price Index using April, 1993 as the base period.

As part of the consideration for this Agreement, Cotton Club may and shall construct and install utility lines and facilities, and water and sewer lines, to City’s specifications, on and across the City’s property described in Section B of Exhibit “1”, and across the levee, and to connect Cotton Club’s gaming establishment to City’s water and sewer system. Upon completion of said water and sewer improvements and the approval thereof by City, the said water and sewer lines shall be conveyed by Cotton Club to City at no cost, and City agrees to thereafter maintain the same as part of

its water and sewer system.

Cotton Club, as a material part of the consideration herein, hereby waives all claims against City for damages to goods, equipment or merchandise or other items of personal property, and for injuries to persons, including death, arising out of Cotton Club’s exercise of its rights herein granted. Cotton Club hereby agrees to hold City exempt and harmless from any loss, damage, expense or injury, including death, to any person, or to the goods, equipment, merchandise or property of any person or persons arising from the exercise of the rights herein granted by City. Cotton Club further agrees that it will at all times during the term of this Agreement or any option term hereunder, at its own expense, carry and maintain public liability insurance in the limits of not less than $1,000,000.00 with City named as an additional assured therein, to protect the City from any and all claims for personal injury, including death, and property damage which may arise from Cotton Club’s exercise of its rights under this Agreement. Certificates of such insurance shall be filed with City and shall be subject to City’s approval.

Cotton Club shall not assign its rights under this Agreement, or any portion thereof, or grant moorage, dockage, berthing or other rights to any third party, without first obtaining the written consent of City, which consent will not be unreasonably withheld. Cotton Club hereby agrees and obligates itself in the

exercise of its rights hereunder to conform to and abide by any rules, regulations, restrictions or ordinances that are now or may hereafter be imposed or promulgated by City, the Greenville Port Commission, and/or the Board of Mississippi Levee Commissioners. Cotton Club further agrees that no illegal activity will be conducted or permitted in connection with its exercise of its rights hereunder. It is further understood and agreed that this Agreement is made subject to any rights of way or easements of the Board of Mississippi Levee Commissioners.

Any notice(s) hereunder shall be in writing, and if to Cotton Club, shall be addressed as follows:

Cotton Club of Greenville, Inc.
333 Washington Avenue
Greenville, MS 38701

and if to the City of Greenville, shall be addressed as follows:

Mayor
City of Greenville
Post Office Box 897
Greenville, MS 38702-0897

10.

It is expressly understood and agreed by the parties hereto that the City gives and grants unto Cotton Club only such interest as it has the authority to grant, if any, and City makes no representation, guaranty or warranty whatsoever to Cotton Club as to City’s authority with respect to the rights herein granted.

11.

Cotton Club agrees and acknowledges that, as long as Cotton Club possesses any rights hereunder to any portion of City owned

property, it will not discriminate by segregation or, otherwise, against any person or persons because of race, color, religion, sex, or national origin; also, Cotton Club shall not refuse to allow the public the use of the facilities herein or restrict the use of the said property herein including any and all services, privileges, accommodations, membership, and/or activities to be conducted on the said premises to any person because of race, color, religion, sex, or national origin.

EXECUTED, this the 1 st day of April, 1993.

	COTTON CLUB OF GREENVILLE, INC.

	By:	/s/ Matthew B. Walker
		Matthew B. Walker, President

	CITY OF GREENVILLE, MISSISSIPPI

	By:	/s/ C. C. “Frank”
		C. C. “Frank” Self, Mayor

STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named Matthew B. Walker, President of COTTON CLUB OF GREENVILLE, INC., a Mississippi corporation, who acknowledged that for and on behalf of said corporation as its act and deed he signed and delivered the above and foregoing Agreement on the day and year therein mentioned for the purposes therein stated, after first being authorized so to do.

GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 31 st day of March, 1993.

	/s/ [ILLEGIBLE]
	Notary Public
My Commission Expires:
4/1/96

STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named C. C. “Frank” Self, who affirmed that he is the Mayor of the City of Greenville, Mississippi, and that in his capacity as same, he executed the above and foregoing Agreement for the purposes therein mentioned, he being duly authorized so to do.

GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 1 st day of April, 1993.

	/s/ [ILLEGIBLE]
	Notary Public

My Commission Expires:
My Commission Expires February 5, 1996

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; 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, 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.

AND ALSO:

The grant by the City of Greenville to Cotton Club of the right and permission to construct, attach and maintain one or more suitable ingress and egress bridges, or ramps, and utility lines and facilities, between Cotton Club’s floating facilities and the Greenville City wharf, as is indicated generally on said map or plat, and labeled “Bridge”, although it is understood and agreed that the location, size and configuration of any such bridge or bridges and/or utility lines and facilities as actually to be constructed are not intended to be shown by said map or plat and are indicated thereon for purposes of illustration only.

AND ALSO:

The grant by the City of Greenville to Cotton Club of the right to construct, install and maintain mooring dolphins as is generally shown on said map or plat, although it is understood and agreed that the location, size and configuration of any such dolphins as actually constructed are not intended to be shown by said map or plat and the dolphins indicated thereon are for purposes of illustration only.

SECTION B

Exhibit 10.5.1(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 14 th 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

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

	/s/ [ILLEGIBLE]
	Notary Public


STATE OF MISSISSIPPI	)
	)SS:
COUNTY OF	)
WASHINGTON

	/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:

EXHIBIT 10.6

CHARTER PARTY

This Charter Agreement is made as of January 20, 1995, between Caruthersville Riverboat Entertainment, Inc., a Missouri corporation, 207 Grandview Drive, Ft. Mitchell, Kentucky 41017 (“Owner”), and Greenville Riverboat, LLC, a Mississippi limited liability company, 207 Grandview Drive, Ft. Mitchell, Kentucky 41017 (“Charterer”).

Owner lets, and Charterer charters and takes for hire, the Lighthouse Riverboat, Hull No. 310 (“Vessel”), subject to the following terms, conditions, and agreements:

SECTION ONE

CONDITION OF THE VESSEL

The Vessel is a newly constructed riverboat of length overall of 210 feet, beam of 60 feet, mean draft of six feet, with a capacity of at least 1400 persons. Charterer represents to Owner that the Vessel has been examined by Charterer and found to be seaworthy and otherwise in good condition with all appropriate or required equipment. Acceptance or use of the Vessel by Charterer will be deemed to be an acknowledgement that the Vessel is seaworthy, in good condition, and fit for Charterer’s purposes. Charterer represents to Owner that the Vessel is of a size, design, and capacity suitable for Charterer’s use.

SECTION TWO

TERM AND RENT

The term of this agreement is nine (9) years commencing on the date hereof and ending January 19, 2004. Notwithstanding the foregoing, if Charterer obtains a suitable replacement riverboat for the Vessel (the “Replacement Vessel”), this agreement will terminate upon written notice by Charterer to Owner. If Charterer obtains a Replacement Vessel and acquires new gaming equipment rather than relocating the gaming equipment from the Vessel to the Replacement Vessel, the Owner will purchase the gaming equipment on the Vessel on the same terms as would be negotiated in an arm’s length transaction.

No rent shall be payable hereunder from the date hereof through January 19, 1997. Thereafter, monthly rent shall be payable in advance on the 20th day of each month, beginning January 20, 1997, in an amount necessary to amortize a $5 million loan in equal monthly installments over a period of seven years with interest at the prime rate in effect on January 20, 1997. Charterer shall also pay to Owner all applicable sales and use

taxes, monthly, in advance on or before the 20th day of each month, beginning January 20, 1997.

Charterer’s liability for payment of rent shall not be abated or suspended for any loss or damage to the Vessel or during any month or fraction of a month in which the Vessel is unavailable for service because of periodic inspection and overhaul or during periods in which the Vessel is laid up for maintenance or repairs.

SECTION THREE

SECURITY DEPOSIT

Charterer shall deposit with Owner as security the sum of One Hundred Thousand Dollars ($100,000.00), and Charterer agrees that this deposit shall be security for performance of Charterer’s obligations under this agreement. At Owner’s option, this sum may be applied to satisfy any obligation of Charterer that may be in default, but neither the making of this deposit nor its use by Owner shall excuse Charterer from performance of any such obligation. Any portion of such deposit that has not been so applied by Owner shall be returned to Charterer at the termination of this agreement.

SECTION FOUR

LOCATION OF VESSEL

The Vessel will be temporarily berthed at Leevac Shipyards in Jennings, Louisiana. Thereafter, the Vessel shall be permanently berthed at 201 N. Lakefront Drive in the City of Greenville, County of Washington, State of Mississippi. Charterer shall pay all costs and expenses associated with relocating the Vessel. Charterer shall not remove the Vessel from or make any changes in the permanent berthing of the Vessel without the Owner’s prior written consent. Except for relocating the Vessel as provided above, Charterer shall not cruise or navigate the Vessel on any waterway, it being understood that the Vessel is intended for use in the same manner as would a stationary barge.

SECTION FIVE

USE AND OPERATION OF THE VESSEL

This agreement is and shall be considered a demise charter. Owner retains no control, possession, or command whatsoever of the Vessel during the term of this agreement, and Charterer shall have exclusive possession, control, and command of the Vessel during the term of this agreement, subject only to the express restrictions of this agreement.

The Vessel shall be used only for gaming in accordance with applicable law and for the sale of food and beverages.

Charterer represents to Owner that Charterer understands fully, and is experienced in, the use of the equipment provided on the Vessel. Charterer further represents to Owner that Charterer will not permit any person to operate any of the equipment on the Vessel while under the influence of alcohol or narcotics.

Charterer shall not use, and Charterer shall prevent the use of, the Vessel (i) in violation of any federal, state or local statute, law, ordinance, rule or regulation; (ii) in any dangerous, hazardous, or illegal manner; and (iii) in any manner or for any purpose that would cause the insurance required by this Agreement to be suspended, cancelled, inapplicable, or increased in cost.

SECTION SIX

MAINTENANCE AND INSPECTION

At its expense, Charterer shall keep the Vessel in good operating condition and repair for use as a cruising vessel and shall provide and pay for all necessary and appropriate periodic inspections, maintenance, repairs, service and overhauls of the Vessel. Charterer shall bear the expense of all replacement parts, repairs, additions, and improvements to the Vessel and all of the same shall become the property of the Owner and part of the Vessel.

To ascertain the condition of the Vessel and to satisfy Owner that the Vessel is being properly repaired and maintained in accordance with this agreement, Owner and the authorized agents of Owner shall have the right at any reasonable time to inspect or survey the Vessel at Owner’s expense. In connection with such inspection, Charterer shall permit Owner to inspect the Vessel’s logs and records, and shall furnish Owner with full information regarding any accidents or damage to the Vessel. Such inspections shall not unreasonably interfere with Charterer’s use of the Vessel.

SECTION SEVEN

LIABILITY FOR LOSS OR DAMAGE

Charterer assumes all risk of loss of and damage to the Vessel from any cause. In the event of loss or damage to the Vessel, Charterer, at the option of Owner, shall:

a. Place the Vessel in good repair; or

b. Surrender the Vessel to Owner and pay the second lowest of three shipyard repair estimates obtained by Owner; or

c. If the Vessel is lost, pay Owner in cash the current replacement value of the Vessel, whereupon this agreement shall terminate.

Obligations of Charterer established in this section shall be abated to the extent of insurance payments received by Owner.

SECTION EIGHT

RETURN OF VESSEL

On expiration or earlier termination of this agreement, Charterer shall return the Vessel to Owner by delivering it to such location as Owner shall direct, free of all liens and encumbrances and in good repair and in the same condition and with the same equipment as when delivered to Charterer, ordinary wear and tear resulting from proper use alone excepted.

SECTION NINE

INSURANCE

At its expense, Charterer shall obtain and maintain standard hull insurance providing full maritime coverage, protection and indemnity insurance, liability and property damage insurance, and such other insurance in such amounts and with such coverages as Owner may reasonably determine. Charterer shall secure such coverage from insurers who are satisfactory to Owner and all policies shall name Owner as an additional insured and as sole loss payee. At Owner’s option, Owner shall apply the proceeds of such insurance to repair or replace the Vessel or to satisfy Charterer’s obligations hereunder. The proceeds of any personal liability or property damage insurance shall be payable first to Owner to the extent of its liability, if any, and the balance to Charterer. Charterer hereby appoints Owner its attorney-in-fact to make claims for, adjust, settle, receive payment of, and execute and endorse all documents, checks, or drafts for loss or damage under any such insurance. Such policies shall provide the insurer to notify Owner in writing not less than thirty days prior to any cancellation of any such coverage. In the event of such cancellation, at Charterer’s expense Owner may, but shall not be obligated to, obtain such coverage.

Charterer shall furnish to Owner such information as will permit Owner to verify the insurance coverage required by this Section Nine. Upon request by Owner, Charterer will deliver to Owner a certificate or other written evidence from the insurer confirming the terms and conditions of all coverage of the Vessel.

In the event that any insurer gives notice of cancellation of any such insurance, before the effective date of such cancellation Charterer shall obtain equivalent coverage from another insurer acceptable to Owner. In the event Charterer is unable to obtain such coverage before such date, Charterer shall immediately cease operation and use of the Vessel until such time as such insurance is in place.

In the event of any accident or damage to the Vessel, irrespective of the extent of such damage, Charterer shall immediately notify Owner. Charterer shall make and file all necessary and appropriate claims with all insurers and shall fully cooperate with Owner and all insurers in the defense and investigation of any and all suits and claims arising therefrom.

SECTION TEN

TAXES

Charterer shall pay or reimburse Owner for all property and other taxes or assessments levied by any governmental authority on or in respect of the Vessel or its use during the term of this agreement.

SECTION ELEVEN

INVENTORIES OF FUEL AND STORES

The Vessel shall be delivered to Charterer with fuel and potable water tanks topped off.

Charterer shall return the Vessel to Owner at the expiration of this agreement with the same fuel and potable water on board, or pay Owner for any shortages at retail prices.

SECTION TWELVE

ALTERATIONS

Charterer shall make no alterations in or to the Vessel without the prior written consent of Owner. Any such alterations permitted by Owner shall be at the sole expense of Charterer and shall be the property of Owner.

SECTION THIRTEEN

DEFAULTS

Charterer shall be in default hereunder if:

(i) Charterer fails to pay any rent or other amount due hereunder within ten days of the due date thereof;

(ii) Charterer fails to perform any other obligation hereunder;

(iii) Any insurance required under this agreement is cancelled and Charterer fails to secure a replacement therefor within ten days after such cancellation;

(iv) Any proceedings under any bankruptcy, insolvency, or receivership law are filed by or against Charterer, and such proceedings, if involuntary, are not dismissed within sixty days;

(v) Charterer makes an assignment for the benefit of creditors or permits or suffers any distress, attachment, levy or execution against any property of Charterer; or

(vi) The Vessel or any part or portion thereof is lawfully removed from Charterer’s or its agents’ possession or control pursuant to government authority. In any such event, Owner at its option and without notice or demand may cancel this agreement, whereupon all of Charterer’s rights hereunder will cease; summarily repossess and seize the Vessel, with or without process of law; or exercise any and all other rights and remedies hereunder or under law or equity. Charterer expressly authorizes Owner and its agents to summarily repossess the Vessel and expressly waives all claims arising out of such repossession. Owner’s exercise of one or more of these rights or remedies shall not be deemed to be an election of remedies or prejudice Owner from exercising any other rights or remedies.

SECTION FOURTEEN

MARITIME LIENS

Charterer shall not incur any maritime liens or other encumbrances on the Vessel other than for salvage, and shall not remove or deface any notice that may be posted on the Vessel by Owner as evidence of Owner’s interest.

SECTION FIFTEEN

INDEMNITY

Charterer shall indemnify and hold harmless Owner from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities and expenses, including reasonable attorney fees, arising from or connected with (i) any present, future, latent, or other defects, in any form, character, or condition of the Vessel or any part or portion thereof; (ii) any violation by Charterer of any provision of this Agreement; (iii) any fines, forfeitures, penalties, or confiscation of or involving the Vessel; (iv) any damage, loss, theft, or destruction of the Vessel or any part or portion thereof; (v) the delivery,

possession, ownership, location, installation, control, maintenance, repair, return, use, condition or operation of the Vessel; (vi) any acts or omissions of Charterer or its agents or employees; (vii) any person or property damaged by or in the Vessel.

SECTION SIXTEEN

ASSIGNMENT

Charterer shall not assign or sublet Charterer’s interest in the Vessel without the prior written consent of Owner. Owner may assign Owner’s interest under this agreement by written notice to Charterer.

SECTION SEVENTEEN

ATTORNEY FEES

In the event any action is filed in relation to this agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all other sums that either party may be called upon to pay, a reasonable sum for the successful party’s attorney fees.

SECTION EIGHTEEN

LIMITATION OF WARRANTY AND REMEDY

OWNER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION, QUALITY, DURABILITY, OR FITNESS OR SUITABILITY OF THE VESSEL FOR CHARTERER’S INTENDED USE OF THE VESSEL. OWNER WILL NOT BE LIABLE TO CHARTERER FOR ANY LIABILITY, LOSS, OR DAMAGE, INCLUDING CONSEQUENTIAL DAMAGES, CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE VESSEL, BY ANY INADEQUACY OF, OR DEFECT IN, OR ANY INCIDENT IN CONNECTION WITH, THE VESSEL.

In witness whereof, each party has caused this agreement to be executed as of the date indicated above.

		OWNER:

		CARUTHERSVILLE RIVERBOAT ENTERTAINMENT, INC.

	by:	/s/ William J. Yung
		William J. Yung, President

CHARTERER:

GREENVILLE RIVERBOAT, LLC

By:	WIMAR TAHOE CORPORATION, MANAGER

	By:	/s/ William C. Beegle
		William C. Beegle Vice President

EXHIBIT 10.6(A)

CHARTER PARTY

FIRST AMENDMENT

On January 20, 1995, Caruthersville Riverboat Entertainment, Inc. a Missouri corporation, 207 Grandview Drive, Ft. Mitchell, KY 41017 (“Owner”) and Greenville Riverboat, LLC, a Mississippi limited liability company, 207 Grandview Drive, Ft. Mitchell, KY 41017 (“Charterer”) entered into a Charter Party Agreement. The parties wish to amend this agreement effective January 19, 2004, as follows:

1.		Section two of the original agreement provided that the agreement would terminate on January 19, 2004. The parties desire to extend the term of the agreement for an additional five years, until January 19, 2009.

2.		Section two of the original agreement provided that the monthly rent would be “an amount necessary to amortize a $5 million loan in equal monthly installments over a period of seven years with interest at the prime rate in effect on January 20, 1997.” The parties desire to amend the agreement to provide for monthly rent of $78,555.30 plus applicable sales and use taxes.

All other terms and provisions of the original agreement are to remain in force.

In witness whereof, each party has caused the agreement to be executed this 24 day of September, 2003.

	Owner:
	Caruthersville Riverboat Entertainment, Inc.

	by	/s/ William J. Yung
		William J. Yung, President

	Charterer:
	Greenville Riverboat, LLC

	by:	Wimar Tahoe Corporation
		Managing Member

	by	/s/ William J. Yung
		William J. Yung, President

Exhibit 10.6(B)

CHARTER PARTY

SECOND AMENDMENT

St. Louis Riverboat Entertainment, Inc. (fka Caruthersville Riverboat Entertainment, Inc.), a Missouri corporation (“Owner”) and Greenville Riverboat, LLC, a Mississippi limited liability company (“Charterer”) wish to amend the Charter Party agreement originally dated January 20, 1995 and as previously amended by the First Amendment dated January 19, 2004, as follows:

Whereas the amended Charter Party agreement is currently scheduled to expire on January 19, 2009.

The parties to the agreement wish to add two five year renewal options to extend the agreement at the option of the Charterer. The first option to commence on January 19, 2009 and end on January 19, 2014 and the second option to commence on January 19, 2014 and end on January 19, 2019. The Charterer must notify the Owner in writing at least thirty (30) days in advance of the current expiration date of the agreement and the Charterer cannot be in default under the agreement in order to exercise its option.

All other terms and provisions of the agreement, as amended, are to remain in full force and effect.

The parties have executed this amendment on this 23 rd day of May, 2005.

	Owner:
	St. Louis Riverboat Entertainment, Inc.

	by	/s/ William J. Yung
		William J. Yung, President

	Charterer:
	Greenville Riverboat, LLC

	by	Wimar Tahoe Corporation
		Managing Member

	by	/s/ William J. Yung
		William J. Yung, President

Exhibit 10.6(C)

CHARTER PARTY

THIRD AMENDMENT

St. Louis Riverboat Entertainment, Inc. (f/k/a Caruthersville Riverboat Entertainment, Inc.), a Missouri corporation (“Owner”) and Greenville Riverboat, LLC, a Mississippi limited liability company (“Charterer”) wish to amend the Charter Party agreement originally dated January 20, 1995, and as previously amended by the First Amendment dated January 19, 2004, and Second Amendment dated May 23, 2005, as follows:

Owner and Charterer mutually agree to extend the expiration of the amended Charter Party agreement from January 19, 2009 until June 19, 2009.

Owner and Charterer mutually agree that the first five (5) year renewal option to extend the agreement at the option of the Charterer shall commence on June 19, 2009 and end on June 19, 2014, and the second five (5) year renewal option shall commence on June 19, 2014 and end on June 19, 2019.

Owner and Charterer mutually agree to accept this Third Amendment as Charterer’s thirty (30) day notice of election to extend the agreement for the first five (5) year renewal term.

Owner and Charterer mutually agree that neither party is in default of the Charter Party agreement or any amendment thereto.

All other terms and provision of the agreement, as amended, remain in full force and effect.

The parties have executed this amendment on this 13 th day of May, 2009.

	Owner:
	St. Louis Riverboat Entertainment, Inc.


	By:	/s/ Scott Butera
		Scott Butera, Chief Executive Officer and President


	Charterer:
	Greenville Riverboat, LLC


	By:	Tropicana Entertainment Holdings, LLC
		Managing Member


	By:	/s/ Scott Butera
		Scott Butera, Chief Executive Officer and President

EXHIBIT 10.7

EVANSVILLE

RIVERBOAT LANDING

LEASE

TABLE OF CONTENTS

		Page
ARTICLE I.	LEASE OF THE PREMISES	2

Section 1.01	The Demise	2
Section 1.02	Landlord’s Title	2
Section 1.03	Easements and Vacations	3
Section 1.04	City’s Representations	4
Section 1.05	Quiet Enjoyment; City Default	4

ARTICLE II.	THE DEMISED TERM	4

Section 2.01	The Preliminary Term	4
Section 2.02	The Original Term	5
Section 2.03	The Extended Term(s)	5
Section 2.04	Exercise or Option to Extend	5
Section 2.05	The Demised Term	5
Section 2.06	Use of Leased Premises	6

ARTICLE III.	CONDITION OF THE LEASED PREMISES	6

Section 3.01	Inspections	6

ARTICLE IV.	RENT	6

Section 4.01	Rent Schedule	6
Section 4.02	Use of Term “Lease Year”	6
Section 4.03	Maintenance of Records	7
Section 4.04	Annual Sales Statements	7
Section 4.05	Audit of Annual Statements	7
Section 4.06	Annual Financial Reports	8
Section 4.07	Non-Confidentiality of Statements and Audits	8
Section 4.08	Relationship of Parties	8
Section 4.09	Definition of Rental	8
Section 4.10	Place of Payment	8

ARTICLE V.	IMPOSITIONS	9

Section 5.01	Obligation of Payment	9
Section 5.02	Limitations and Forms of Taxation	9
Section 5.03	Installment Payments	10
Section 5.04	Proration and Adjustment	10
Section 5.05	Contests	10
Section 5.06	Taxation of City Property	10
Section 5.07	Personal Property Taxes	10
Section 5.08	No Tax Abatement	10

		Page
ARTICLE VI.	CONSTRUCTION OF IMPROVEMENTS	11

Section 6.01	Mechanic’s Liens	11

ARTICLE VII.	UTILITIES AND SERVICES	12

Section 7.01	Use Charges	12
Section 7.02	Suppliers of Utility Services	12

ARTICLE VIII.	CASUALTY INSURANCE	12

Section 8.01	Required Coverage	12
Section 8.02	Approved Insurors	12
Section 8.03	Use of Proceeds	13
Section 8.04	Policies	13
Section 8.05	Collection of Proceeds	13
Section 8.06	Renewal Policies	14
Section 8.07	Special Provision	14
Section 8.08	Compliance with Insurance Requirements	14
Section 8.09	Mortgage Terms	14
Section 8.10	Change of Insurance Trustee	15
Section 8.11	Rights Upon Termination	15
Section 8.12	Blanket Insurance Policies	15

ARTICLE IX.	INDEMNITY AND LIABILITY INSURANCE	15

Section 9.01	General Indemnity	15
Section 9.02	Liability Insurance	16
Section 9.03	No Separate Insurance	16
Section 9.04	Other Hazards	17
Section 9.05	Adjustments in Amounts of Liability Insurance	17

ARTICLE X.	REPAIR OF CASUALTY DAMAGE	17

Section 10.01	Tenant’s Responsibility	17
Section 10.02	Conditions of Restoration	17
Section 10.03	Disbursement of Insurance Proceeds	17
Section 10.04	Extension	18
Section 10.05	Prompt Performance of Work	18
Section 10.06	Minor Damage	19
Section 10.07	No Termination of Lease	19

ARTICLE XI.	GENERAL MAINTENANCE AND REPAIRS	19

Section 11.01	Tenant’s Responsibility	19

		Page
ARTICLE XII.	ALTERATIONS	20

Section 12.01	Rights of Tenant	20
Section 12.02	Character of Change	20
Section 12.03	Extent of Change or Alteration	20
Section 12.04	Compliance With Laws, Etc.	20
Section 12.05	Insurance Coverages	21
Section 12.06	Ownership of Improvements	21

ARTICLE XIII.	ASSIGNMENT AND SUBLETTING	21

Section 13.01	Right to Assign and Sublet	21
Section 13.02	Notification to City	22
Section 13.03	Mortgages of Tenant’s Interest	22
Section 13.04	Notices to Leasehold Mortgagees	22
Section 13.05	Qualified Mortgagees’ Right to Cure	22
Section 13.06	Mortgagees’ Rights to New Lease	23
Section 13.07	Qualified Mortgagee - Release	24
Section 13.08	Possession	24
Section 13.09	Insurance Proceeds	24
Section 13.10	Survival of Provisions	25
Section 13.11	Rights on Termination	25
Section 13.12	Limitation of Mortgagee Liability	25
Section 13.13	No Assumption, Surrender or Modification	25
Section 13.14	Further Assurances	25
Section 13.15	Permitted Subleasing, Licensing and Concessions	25

ARTICLE XIV.	EMINENT DOMAIN	26

Section 14.01	Total Taking	26
Section 14.02	Award for Total Taking	26
Section 14.03	Partial Taking	27
Section 14.04	Restoration after Condemnation	27
Section 14.05	Extension	27
Section 14.06	Effect of Partial Taking	28

ARTICLE XV.	COMPLIANCE WITH LAW	28

Section 15.01	Tenant’s Responsibility	28
Section 15.02	Hazardous Material	28
Section 15.03	Contests	30

ARTICLE XVI.	DEFAULTS AND REMEDIES	30

Section 16.01	Events of Default	30
Section 16.02	Cessation of Operation	31
Section 16.03	Rights on Termination	31
Section 16.04	Waiver of Notice	32
Section 16.05	Right to Enjoin	32
Section 16.06	Non-Waiver	32

iii

		Page
ARTICLE XVII.	CHARACTER OF LEASE	32

Section 17.01	Net Lease	32

ARTICLE XVIII.	NOTICES	33

Section 18.01	Manner of Giving	33
Section 18.02	Time of Giving	34

ARTICLE XIX.	SURRENDER OF POSSESSION	34

Section 19.01	Surrender in Good Condition	34
Section 19.02	Holding Over	34

ARTICLE XX.	CERTIFICATES BY CITY AND TENANT	34

Section 20.01	Tenant’s Certificates	34
Section 20.02	City’s Certificates	35

ARTICLE XXI.	MISCELLANEOUS PROVISIONS	35

Section 21.01	Remedies Cumulative - Non-Waiver	35
Section 21.02	Governing Law	36
Section 21.03	Time of the Essence	36
Section 21.04	Force Majeure	36
Section 21.05	Severability	37
Section 21.06	Consents and Approvals	37
Section 21.07	Captions	37
Section 21.08	Interpretation	37
Section 21.09	Guaranty	37
Section 21.10	Written Integration	37

Attachments:

Schedule A	Legal Description of Project Area (the “Land”)	39
Schedule 4.01	Rent Schedule	41
	Guaranty of Lease	43

LEASE

THIS LEASE, made and entered into as of the 2 nd day of May, 1995, by and between the CITY OF EVANSVILLE, INDIANA (“City”), acting by and through the Redevelopment Commission of the City of Evansville, organized and operating under IC 36-7-14 (“Commission”) and AZTAR INDIANA GAMING CORPORATION, an Indiana corporation (“Tenant”,

WITNESSETH THAT:

WHEREAS, in furtherance of the objectives of the Act, the Commission has undertaken and is carrying out a program for the redevelopment of slum and blighted areas in the City of Evansville; and

WHEREAS, in connection with the aforesaid redevelopment program, the Commission has undertaken and is carrying out in an area (hereinafter referred to as the “Project Area”) as described on Schedule A attached hereto, of the City of Evansville a redevelopment project (hereinafter referred to as the “Project”) designated and referred to as the Project by the adoption of a Declaratory Resolution on the 27th day of February, 1984 and of the Downtown Redevelopment Area Plan, as amended on September 20,1994; and

WHEREAS, the lease of the Project Area was authorized by the Commission by a Resolution approved on March 14, 1995, and was advertised for bid on March 16 & March 23,1995 by the Commission; and

WHEREAS, Tenant submitted a bid for the lease of the Project Area in connection with a proposal for the establishment of a riverboat gaming business to be conducted pursuant to the Indiana Riverboat Gambling Law of 1993 and the applicable regulations promulgated thereunder (the “Gambling Law”), which proposals included not only the leasing and redevelopment of the Project Area, but also the development of a hotel and other facilities on an ancillary site containing approximately 3.34 acres consisting of parts of two (2) city clocks bounded by First, Clark, Second and Ingle Streets (the “Ancillary Site”) and the operation of a riverboat gambling vessel (“Riverboat”) to be docked at the Leased Premises; and

WHEREAS, the proposal by Tenant and AZTAR CORPORATION (“Guarantor”) for such lease and other development and operation was reduced to an agreement between the City, the Commission and the Park and Recreation District of the City and Tenant and Guarantor, under the date of June 29,1994 entitled, and hereinafter referred to as, the “Project Agreement,” which is by this reference thereto incorporated herein as if contained herein:

NOW, THEREFORE, City (acting by and through the Commission) and Tenant enter into this Lease.

ARTICLE I.

LEASE OF THE PREMISES

Section 1.01. The Demise. City, for and in consideration of the rents, covenants and agreements hereinafter reserved, on the part of Tenant, its successors and assigns, to be observed and performed, has leased and demised, and by these presents does lease and demise unto Tenant, and Tenant, does hereby take and hire upon and subject to the conditions and limitations hereinafter expressed, the real estate described on Schedule A (the “Land”, which includes such portions of the Ohio River as therein described), together with any buildings and other improvements that may from time to time be erected or located thereon; said Land, buildings and other improvements being referred to hereinafter as the “Leased Premises”.

TOGETHER with all riparian rights, easements and other appurtenances thereunto belonging, to have and to hold the same, subject as aforesaid, unto Tenant, and, subject to the terms, covenants, agreements, provisions, conditions and limitations hereof, its successors and assigns, for an original term together with the options to extend the term as described in Article.

Section 1.02. Landlord’s Title. City represents and warrants that it is (or will be, at the effective date of this Lease) the fee simple owner of the Leased Premises free and clear of any and all encumbrances, except the following:

(a) Current taxes and assessments (if any) not delinquent as of the effective date of this Lease;

(b) Covenants, conditions, restrictions, reservations, agreements, easements and any rights of way of record as of the effective date of this Lease provided that such covenants, conditions, restrictions, reservations, agreements, easements and any rights of way do not unreasonably impair Tenant’s intended development and use of the Leased Premises;

(c) Boundary line disputes, overlaps, encroachments, easements and possessory interests which would be disclosed by an accurate survey or inspection of the Leased Premises;

(d) Zoning ordinances and other governmental restrictions affecting the use of the Leased Premises provided that such ordinances and restrictions do not unreasonably impair Tenant’s intended development and use of the Leased Premises;

(e) Drainage tiles, ditches, and waterways, and the rights of adjoining and downstream owners to the use and uninterrupted flow of any waterway which may cross the Land;

(f) Public streets, rights-of-way and highways existing as of the date hereof;

(g) All municipal city, county, and state laws and ordinances, regulations and restrictions applicable to and enforceable against the Leased Premises provided that such laws, ordinances, regulations and restrictions do not unreasonably impair Tenant’s intended development and use of the Leased Premises;

(h) The rights of the United States of American, the State of Indiana and the public generally relative to navigable waters, public easements between natural high and low water lines, and other uses of the Ohio River; and

(i) Terms and provisions of the redevelopment project as included in the Declaratory Resolution adopted by the Evansville Redevelopment Commission on the 27th day of February, 1984 and of the Downtown Redevelopment Area Plan, as amended on September 20, 1994.

The Leased Premises shall include all riparian rights and rights of access in and to the Ohio River that are appurtenant to the Land and City agrees to execute any easement or other document reasonably required to further evidence the inclusion within the Leased Premises of such riparian rights and rights of access in and to the Ohio River.

Tenant shall, at its expense, obtain a leasehold owner’s policy of title insurance (ALTA Leasehold Owners Policy-1992 or equivalent) issued by Chicago Title Insurance Company or another reputable title insurance company selected by Tenant (“Title Company”), insuring Tenant’s leasehold interest and showing marketable fee simple title in the name of the Landlord, subject only to the exceptions stated above or otherwise permitted by this Section 1.02 of this Lease (“Permitted Exceptions”), and deleting the standard or pre-printed exceptions not permitted under this Section 1.02, no later than the expiration of the Preliminary Term. Such policy may also insure (and be subject to) a Qualified Mortgagee as defined in Section 13.03 of this Lease. If the title insurance commitment issued prior to obtaining the foregoing policy discloses any exceptions to title (whether listed as “exceptions” or “requirements”) other than the foregoing Permitted Exceptions, City shall use commercially reasonable efforts to correct such exceptions or obtain title insurance satisfactory to Tenant against such exceptions prior to the expiration of the Preliminary Term, and the expiration of the Preliminary Term may be extended up to ninety (90) days for such purpose. If City is unable to correct such exceptions Tenant may, by written notice, waive such exceptions (which will thereby become Permitted Exceptions) and accept such title as City has or may cancel and terminate this Lease, in which latter event this Lease shall terminate and Tenant shall restore the Land to the condition existing on the date hereof if so directed by the City. City shall execute and deliver to Tenant a Lessor’s Affidavit in form reasonably acceptable to the Title Company and Tenant, making such representations regarding authority, possession, ownership, absence of mechanics liens or claims, and the like as are necessary to cause the Title Company to delete any exceptions that are not Permitted Exceptions. Tenant shall be entitled to obtain such endorsements as it or its Qualified Mortgagee shall request.

Section 1.03. Easements and Vacations. Tenant shall have the right to enter into any reasonable agreements with utility companies, the State of Indiana, the City and its agencies and departments (and others as may be appropriate upon prior consent of the City), either granting

or vacating adjacent sidewalks, rights-of-way and air rights, or creating easements in favor of such entities as may in Tenant’s reasonable judgment be appropriate in order to facilitate the construction, use or operation of the Leased Premises as intended by this Lease, and City (in its capacity as owner of the fee interest in the Leased Premises), without cost to City, shall execute any and all documents, agreements and instruments, and take all other appropriate actions, necessary in order to effectuate the same.

Section 1.04. City’s Representations. City represents and warrants that:.

(a) City is a municipal corporation under the laws under the State of Indiana;

(b) The execution, delivery and performance by City of this Lease and the documents referred to herein are within the power of the City, have been authorized by all necessary action and do not contravene any provision of the laws, rules and regulations of the State of Indiana, its political subdivisions, and the United States, and all legal prerequisites for the execution and delivery of this Lease have been satisfied;

(d) This Lease and the documents and instruments referred to herein constitute the valid and binding obligations of City.

Section 1.05. Quiet Enjoyment; City Default. Upon paying the Rental, Impositions and other charges to be paid by Tenant as herein provided, and observing and performing the covenants, agreements and conditions of this Lease on its part to be kept and performed, subject to the Permitted Exceptions, Tenant shall quietly have and enjoy Leased Premises during the Preliminary Term, the Original Term and any Extended Terms, without hindrance, interference, or molestation of any sort. Upon default by City in any covenant, agreement or condition of this Lease on its part to be kept, Tenant shall, after thirty (30) days’ written notice to City (or such shorter notice, if any, as may be reasonable in the case of an emergency), Tenant shall be entitled to pursue any and all remedies available to it at law or in equity, including, without limitation, the right of specific performance of City’s obligations under this Lease, and including the right, at Tenant’s discretion and election, to terminate and cancel this Lease in the event of the interruption of Tenant’s possession and quiet enjoyment. Upon any such termination and cancellation, Tenant shall surrender the Leased Premises and shall have no further obligation to pay Rental hereunder from and after the date of such termination and cancellation.

ARTICLE II.

THE DEMISED TERM

Section 2.01. The Preliminary Term. The “Preliminary Term” of this Lease shall commence on the date of execution of this Lease and shall terminate on the date when its license

to conduct riverboat gaming operations (the “License”) is issued to Tenant pursuant to the Gambling Law. During the Preliminary Term, Tenant shall be entitled to rent-free occupancy of the Land for the purpose of preparing the same (including without limitation excavation, grading, leveling and other site work) for the construction of the improvements necessary for the use of the Land as a site for docking, loading and unloading the Riverboat. If for any reason whatsoever Tenant fails to receive the License on or before November 24, 1995. Tenant shall restore the Land to the condition existing on the date hereof if so directed by the City. All provisions of this Lease other than the payment of rent shall be applicable during the Preliminary Term.

Section 2.02. The Original Term. The initial operating term of this Lease shall be for a period of approximately ten (10) years, commencing on the date of issuance of the License and ending on the last day of the 120th month thereafter which term shall be referred to hereinafter as the “Original Term”.

Section 2.03. The Extended Term(s). If Tenant shall comply with each of the terms, provisions and conditions of this Lease so that at the end of the Original Term there is no uncured Event of Default of Tenant hereunder, Tenant shall have the right and option to extend the term of this Lease for an additional term of five (5) years. If Tenant shall comply with each of the terms, provisions and conditions of this Lease so that at the end of the first extended term there is no uncured Event of Default of Tenant hereunder, Tenant shall have the right and option to extend the term of this Lease for an additional extended term of five (5) years. If Tenant shall comply with each of the terms, provisions and commitments of this Lease so that at the end of the second extended term there is no uncured event of default of Tenant hereunder, Tenant shall have the right and option to extend the term of this Lease for an additional and final term of five (5) years. Such extended term or terms may be referred to hereinafter as the “Extended Term” or the “Extended Terms”.

Section 2.04. Exercise of Option to Extend. The options to extend the term of this Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options in the manner hereinafter specified for notices at least one (1) year prior to the expiration of the Original Term or prior Extended Term, as the case may be. The failure of Tenant to give such notice within the time limited shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for the succeeding Extended Term. The giving of notice of the relinquishment of an option to extend the term at least one (1) year prior to the expiration of the preceding term shall cause such Extended Term and any succeeding Extended Terms to lapse and become null and void and of no further force or effect, and this Lease and all rights of Tenant hereunder shall expire and terminate as of the end of the Original Term or Extended Term, as the case may be.

Section 2.05. The Demised Term. The Preliminary Term and the Original Term, together with any Extended Term or Terms, the option for which is exercised, may be collectively referred to hereinafter as the “Demised Term”.

Section 2.06. Use of Leased Premises. Tenant will use the Leased Premises solely for the purpose of developing and operating a riverside docking and access site and related facilities for the operation of the Riverboat pursuant to a license to conduct a riverboat gaming operation in Vanderburgh County, Indiana issued to Tenant by the Indiana Gaming Commission in accordance with the Gambling Law, all as set forth in the Project Agreement. Tenant shall use the Leased Premises in the manner described in the Project Agreement and as further set forth herein. Tenant shall perform each and all of the obligations of the “Developer” as set forth in the Project Agreement within the time limits for such performance as set forth therein. To the extent not already completely performed or rendered moot as of the date hereof, City shall observe, and where appropriate perform, each and all of the obligations of the “Local Government” as set forth in the Project Agreement. Although all of the terms, conditions and provisions of the Project Agreement are incorporated herein by this and other references thereto in this Lease, the terms thereof shall not be deemed merged herein, but shall survive the execution of this Lease and continue in full force and effect to the extent that the same are not inconsistent with the terms of this Lease.

ARTICLE III.

CONDITION OF THE LEASED PREMISES

Section 3.01. Inspections. Tenant has heretofore caused the Leased Premises to be thoroughly investigated and inspected with respect to its environmental condition and the suitability of the Leased Premises for construction and development of the Project, including inspections and testing of subsurface and soil conditions (and including similar investigation of the Ancillary Site). Tenant has determined that the Leased Premises and the Ancillary Site are free from any “Hazardous Material” as hereinafter defined and do not include any regulated wetlands or habitats for endangered or other protected species or archaeologically significant areas. Tenant has determined that the Land (and the Ancillary Site), including subsurface soils, is suitable and will continue to be suitable for construction, support, operation and maintenance of the Project and all of its improvements and meets all governmental standards for the construction, operation and maintenance of the Project. Tenant hereby accepts delivery of possession of the Leased Premises in their present condition.

ARTICLE IV.

RENT

Section 4.01. Rent Schedule. Tenant hereby agrees to pay to City a percentage of the Adjusted Gross Receipts (“AGR”) as defined in the Gambling Law (the “Percentage Rent”), but not less than the guaranteed minimum annual rental, for each year of the Demised Term as set forth in Schedule 4.01 attached hereto (the “Rent Schedule”).

Section 4.02. Use of Term “Lease Year”. Except as otherwise expressly provided hereinafter, the use of the term “Year” or “Lease Year” in this Lease shall refer to a period

commencing July 1 and terminating as of the end of the last day of June of the succeeding year, the first complete such Year or Lease Year to commence July 1, 1995, and to terminate as of the end of June, 1996. In the case of partial Lease Years that may exist if this Lease is terminated at a date other than its normal expiration date, or if Tenant should commence riverboat gaming operations prior to July 1, 1995, the Adjusted Gross Receipts bases against which Percentage Rent is to be paid shall be reduced proportionate to the duration of the partial Lease Year in relation to a full Lease Year on a per diem basis.

Section 4.03. Maintenance of Records. Tenant shall keep at a location in Evansville, Indiana, a permanent, accurate set of books and records of all Adjusted Gross Receipts (as defined in the Gambling Law) from its operations conducted at or from the Leased Premises and the Riverboat operations during the Demised Term. Such pertinent records shall include, without thereby being limited to, all records reflecting total Gross Receipts received by Tenant from the operation of the Riverboat and all proper deductions therefrom. Such records shall include a copy of all state wagering tax returns and all other similar tax returns and all portions of, and schedules to, all federal and state income tax returns, gross income tax returns, and adjusted gross income tax returns pertinent to the determination of Adjusted Gross Receipts that Tenant or any sublessees, licensees, concessionaires or other operators of the Riverboat whose receipts constitute AGR may have filed. All such pertinent records will be maintained for a period of at least three (3) years after the expiration of each Lease Year and, upon three (3) days’ prior written notice to Tenant by City, shall be made available to City and its agents or auditors at any time during said period during ordinary business hours for examination and review.

Section 4.04. Annual Sales Statements. On or before ninety (90) days after the expiration of Tenant’s fiscal year, Tenant shall deliver to City, at the place where rent is payable, a complete statement, duly certified by a reputable firm of independent Certified Public Accountants approved by City, showing in reasonable detail the amount of Adjusted Gross Receipts derived from the operation of the Riverboat during the preceding Lease Year. At the same time as such statement is delivered to City, Tenant shall pay to City any Percentage Rent that such statement shows to be due in excess of all rents theretofore paid for the Lease Year, or City shall credit Tenant against the next rental payable hereunder if such report shall show that the rental for the Lease Year was overpaid. Such annual statement shall be delivered to City even if such statement shows that there is no additional Percentage Rent due City. City shall not refuse to approve any firm of Certified Public Accountants without reasonable cause.

Section 4.05. Audit of Annual Statements. In the event that City is not satisfied with the statement submitted by Tenant pursuant to Section 4.04, City shall have the right to make a special audit, by a reputable firm of independent Certified Public Accountants selected by City, of the books and records hereinbefore required to be made and preserved by Tenant. If (after consultation by City’s auditors with Tenant’s accountants) such audit shall show a deficiency in reported Adjusted Gross Receipts for the period covered in excess of Fifty Thousand Dollars ($50,000.00), Tenant shall reimburse City for all costs incurred in connection with such audit. If such audit shall show any deficiency in the amount of payment of Percentage Rent by Tenant

to City, the amount of such deficiency in Percentage Rent shall be payable to City within ten (10) days after the date of completion of such audit. If such audit should show that Percentage Rent for the period was overpaid, Tenant may credit the amount of such overpayment against the next installment(s) of Rental.

Section 4.06. Additional Financial Reports. In addition to the annual sales statement to be provided by Tenant pursuant to Section 4.04, within thirty (30) days after the end of each calendar quarter, Tenant shall deliver to City the following financial information, certified by the chief executive officer or the chief financial officer of Tenant with respect to the Project:

·	number of patrons (whether or not admission is paid)

·	statistics on distance travelled by patrons

·	number of employees at the end of each quarter

·	statistics on each goal outlined in Exhibit 6 to the Project Agreement

·	total capital investment to date

·	average wages paid overall, at supervisor/manager level and at director/vice president level

·	fringe benefits as a percentage of wages paid, including a list of such benefits

·	number of employees that reside in 4th and 6th wards of the City, including job classification data

·	number of internal promotions

·	amount spent with local suppliers on construction and total dollars spent

·	amount spent with local suppliers on operations/vending and total dollars spent

·	total quarterly marketing expenses

Section 4.07. Non-Confidentiality of Statements and Audits. Tenant recognizes that City is a public agency and, therefore, cannot agree to hold in confidence all sales figures and other information obtained from Tenant or by an inspection and audit of Tenant’s books and records.

Section 4.08. Relationship of Parties. Neither the provisions herein set forth for the computation of Percentage Rent, nor any one or more agreements herein contained, is intended, nor shall the same be deemed or construed, to create a partnership between City and Tenant, to make them joint venturers, nor to make City in any way responsible for the debts or losses of Tenant.

Section 4.09. Definition of Rental. The term “Rental” as used in this Lease shall be deemed to refer to and include both Minimum Guaranteed Rent and Percentage Rent as well as any required payment designated as additional rent or rental.

Section 4.10. Place of Payment. All Rental reserved herein shall be payable to City of Evansville Redevelopment Commission in care of the City Controller, City of Evansville, 300

Civic Center Complex, N.W. Martin Luther King, Jr. Boulevard, Evansville, Indiana 47708. City reserves the right to change the method and place of payment of Rental by notice given to Tenant in the manner hereinafter provided.

ARTICLE V.

IMPOSITIONS

Section 5.01. Obligation of Payment. Tenant covenants and agrees to pay (except as provided in Section 5.02 hereof) all real estate taxes, assessments and other governmental charges, general and special, including assessments or public improvements or benefits, which shall during the Demised Term be laid, assessed, levied or imposed upon or become due and payable or a lien upon the Leased Premises or any part thereof, and any and all levies, taxes or other charges imposed upon the Leased Premises or the Rental payable hereunder or otherwise which are imposed as a substitute for general property taxes or are specially designated to produce funds for general property tax relief, whether imposed in the form of a tax or imposition upon City or Tenant, all of which taxes, assessments, levies and other governmental charges shall hereinafter be referred to as “Impositions”.

Section 5.02. Limitations and Forms of Taxation. Nothing in this Lease contained shall require Tenant to pay any income or excess profits taxes assessed against City, or municipal, state or federal capital levy, estate, succession, inheritance or transfer taxes of City or any successor owner of the fee of the Leased Premises, or corporation franchise taxes imposed upon any corporate owner of the fee of the Leased Premises; provided, however, that,

(a) if at any time during the term of this Lease, the methods or scope of taxation prevailing at the commencement of the term hereof shall be altered or enlarged so as to cause the whole or any part of the taxes, assessments, levies, charges, or any other Imposition now or hereafter levied, assessed or imposed on real estate and the improvements thereon to be levied, assessed and imposed, wholly or partially as a capital levy, or otherwise, on the rents received therefrom, or

(b) if by reason of any such alteration or enlargement of the methods or scope of taxation, any tax, corporation franchise tax, assessment, levy (including but not limited to any municipal, state or federal levy), charge or any other Imposition, or any part thereof, shall be measured by or based in whole or in part, upon the Leased Premises, or the value thereof, and shall be imposed upon City, then all such taxes, assessments, levies, charges or other Impositions, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, to the extent that the same would be payable if the Leased Premises were the only property of City subject thereto, and Tenant shall pay and discharge the same as herein provided in respect of the payment of any other Imposition.

Section 5.03. Installment Payments. If, by law, any such Imposition is payable, or may at the option of the taxpayer be paid, in installments (whether or not interest shall accrue on the unpaid balance of any such Imposition paid in installments), Tenant may pay the same together with any accrued interest on the unpaid balance of such Imposition in installments as the same become due.

Section 5.04. Proration and Adjustment. Any Imposition relating to a fiscal period of the taxing authority, a part of which period is included within the Demised Term and a part of which is included in a period of time before or after the Demised Term, shall be adjusted as between City and Tenant so that City shall pay that proportion of any such Imposition which relates to any part of the fiscal period for which such Imposition is made that is included in the period of time either before or after the Demised Term, and Tenant shall pay that portion of any such Imposition which relates to that part of the fiscal period within the Demised Term, whether payment of such Imposition is required during the Demised Term or thereafter.

Section 5.05. Contests. Tenant shall have the right to contest the amount or validity of any Imposition imposed or sought to be imposed upon the Leased Premises or Tenant’s leasehold estate therein by appropriate legal proceedings, but this shall not be deemed or construed in any way as relieving Tenant of its covenant to pay any such Imposition. City will join in any such proceeding to the extent necessary to permit Tenant to properly prosecute the same, provided, however, that City shall not be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings brought by Tenant, and Tenant shall indemnify and hold City harmless from any such costs or expenses. In the event of any such proceeding by Tenant to challenge the amount or validity of any such Imposition, Tenant shall either pay the Imposition and prosecute the proceedings for the purpose of obtaining a refund of such Imposition or a portion thereof, or Tenant shall provide City either with a bond, collateral or a personal guarantee of a responsible party approved by City sufficient to cover all costs and expenses incurred or to be incurred in connection with such proceedings and to assure the full payment of such Imposition and any penalties, interest or delinquency charges that may be imposed thereon in the event that the proceedings instituted by Tenant are concluded unsuccessfully.

Section 5.06. Taxation of City Property. Tenant acknowledges that the leasehold estate of Tenant in the Leased Premises is taxable as the property of Tenant as real estate under the terms of IC 6-1.1-10-37. Tenant agrees not to apply for exemption of Tenant’s leasehold interest in the Leased Premises from taxation on the basis of City’s fee simple ownership of the Leased Premises.

Section 5.07. Personal Property Taxes. During the entire Demised Term, Tenant shall pay all property taxes due and payable upon its personal property located in, on or about the Leased Premises and in, or about, the Riverboat and the Ancillary Site.

Section 5.08. No Tax Abatement. Tenant agrees not to apply for any abatement of real property or personal property taxes on the Leased Premises, the Ancillary Site, the Riverboat

or any improvements, fixtures, equipment or other personal property located thereon or used in connection therewith.

ARTICLE VI.

CONSTRUCTION OF IMPROVEMENTS

Section 6.01. Mechanics’ Liens. Tenant shall pay all sums justly due to the contractors, sub-contractors, materialmen, laborers, engineers, architects or other persons, firms or corporations rendering services or furnishing material for the construction of improvements on the Leased Premises. Tenant shall not suffer or permit any mechanic’s lien to be filed against the Leased Premises or any part thereof or interest therein by reason of any work, labor, services or materials supplied to Tenant or anyone holding the Leased Premises or any part thereof through or under Tenant. If any mechanic’s lien or claim or notice thereof shall at any time be filed against the Leased Premises, Tenant shall cause the same to be discharged of record within thirty (30) days after the date of Tenant’s first knowledge of the filing of same. In the event that Tenant believes that it has a valid defense to any such claim of lien which it desires to assert, Tenant may make such defense upon delivery to City of an undertaking sufficient to indemnify City against any losses, costs, expenses or damages in connection therewith with such collateral as City may approve. If Tenant shall fail to discharge and cause the release of such mechanic’s lien within such period, or to provide satisfactory indemnification to City, then, in addition to any other right or remedy of City, City may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court, or by giving security in such other manner as is, or may be, prescribed by law. Any amount paid by City for any of the aforesaid purposes, together with all legal fees and other expenses of City, including the cost of employment of special counsel to defend against any such claim, or otherwise incurred by City in procuring the discharge of such claimed lien, with all necessary disbursements in connection therewith, together with interest thereon at a rate that is four hundred (400) basis points higher than the rate of “prime interest” during the period of the default as published in The Wall Street Journal, (the “Default Rate”) from the date of payment to the date of reimbursement, shall be repaid by Tenant to City upon demand, and if unpaid may be treated as additional rent. Nothing herein contained shall be treated as consent or agreement on the part of City to subject City’s fee simple title in and to the Leased Premises to any liability for claims of contractors, subcontractors, materialmen, laborers, engineers, architects or other persons, firms or corporations rendering services or furnishing materials for any improvements located upon and forming a part of the Leased Premises or for any repair, maintenance, restoration, change or alteration of any such improvements.

ARTICLE VII.

UTILITIES AND SERVICES

Section 7.01. Use Charges. Tenant shall pay all charges for steam, water, gas, telephone, electricity, sewer service and other utility and communications services rendered or used on or about the Leased Premises and all charges for refuse or garbage collection and disposal made in respect of the Leased Premises and the Riverboat and the Ancillary Site and shall indemnify and hold City harmless from any charges, claims, costs or expenses in connection with any such services.

Section 7.02. Suppliers of Utility Services. The obligations of Tenant under the terms of this Article VII shall not be affected, limited or reduced by reason of the fact that any of the utility and communications services or other services referred to herein may at any time be provided by the City of Evansville, or any agency or public trust controlled, operated or otherwise associated with the City of Evansville, or by any other governmental agency. To the extent City regularly supplies any such utility services or commodities (e.g., water or sewer services) in the geographical area where the Leased Premises are situated, City shall make such services or commodities available to Tenant. City shall charge Tenant for such services or commodities as may be provided by City only such fees as City charges similar users of such services or commodities under similar conditions.

ARTICLE VIII.

CASUALTY INSURANCE

Section 8.01. Required Coverage. Tenant shall, during the entire Demised Term, at Tenant’s own cost and expense, keep the buildings and any other improvements at any time located upon the Land forming a part of the Leased Premises, including all equipment in or appurtenant to the Leased Premises essential to the operation and maintenance of the buildings (as distinguished from equipment for operation of the business conducted therein) and all alterations, changes, additions or improvements thereto, insured for the mutual benefit of City and Tenant against loss or damage by fire (with all-risk extended coverage) and, on demand of City, such other insurance then procurable on commercially reasonable terms as City reasonably may deem necessary for the protection of its interest in the Leased Premises and shall demand of Tenant, in an amount equal to the full replacement value thereof with deductible provisions if desired of not more than Two Hundred Fifty Thousand Dollars ($250,000).

Section 8.02. Approved Insurors. All such policies shall be taken in such companies which are authorized to do business in the State of Indiana having an A.M. Bests Rating of “A” or better with a financial size rating of “XII” or higher or, if such company is not rated by A.M. Bests, then having a substantially similar or better rating by another reputable rating company, as Tenant shall select or such other companies as City shall approve, and such insurance shall be in a form satisfactory to City.

Section 8.03. Use of Proceeds. The proceeds of any and all policies of insurance upon the Leased Premises at any time issued under this Article VIII shall be used as a trust fund toward the repair, reconstruction, building or rebuilding of such buildings or improvements and, to that end, all such policies of insurance shall provide that loss, if any, shall be paid to a national bank having its principal office in the City of Evansville, Indiana, designated by Tenant as trustee of said insurance (hereinafter referred to as the “Insurance Trustee”) which is hereby made trustee for the parties hereto and the holder of any Qualified Mortgage (as defined in Section 13.03) of Tenant’s leasehold interest in the Leased Premises for that purpose, and said Insurance Trustee is hereby given an insurable interest in the Leased Premises to that extent. It is mutually agreed that all insurance monies collected upon any policies covering any buildings or improvements at any time located upon the Leased Premises shall be paid over to the Insurance Trustee and shall be held by it and applied as hereinafter provided. Further, Tenant shall deposit with the Insurance Trustee an amount equal to the deductible portion of such loss, which deposit shall thereafter be considered a part of the insurance proceeds. If the Demised Term should expire prior to completion of such repair or restoration, all such proceeds shall be paid over to City free of any claims thereto of Tenant or any mortgagee of Tenant’s leasehold interest.

Section 8.04. Policies. All such policies of insurance shall be made out in the name of City, Tenant, and any Qualified Mortgagee, as their interests may appear, and shall provide that the loss thereunder shall be payable to the Insurance Trustee. Duplicate copies of the policies, certified by the insurer to be true and complete, shall be delivered to the Insurance Trustee and be held by it as additional security for Tenant’s covenants and agreements herein contained. Duplicate copies of each such policy, certified by the insurer to be true and complete, shall also be delivered to City and to any Qualified Mortgagee. Tenant further covenants and agrees to pay the reasonable charges of the Insurance Trustee for its services hereunder. If Tenant shall at any time fail or neglect to comply with these covenants herein contained relating to the procuring or keeping of insurance, then City may, at its option, subject to the provisions of this Lease, insure the buildings and improvements on the Leased Premises and take out the insurance as herein provided. Any costs and expenses incurred by City in connection with procuring or maintaining any such insurance coverage shall be reimbursed to City by Tenant immediately upon demand as additional rent with interest at the Default Rate. If at any time the policies or any of them delivered to the Insurance Trustee shall not be in a company approved by City and any Qualified Mortgagee, Tenant shall replace such policies for other insurance approved by City and such Qualified Mortgagee, and in default of so doing, City or said Qualified Mortgagee may, at the option of either, replace any of said policies with other insurance approved by them and Tenant agrees to pay the premiums thereon promptly when notified of such change in insurance. Each policy of such insurance shall provide that the same may not be cancelled or reduced in coverage without thirty (30) days’ advance written notice to City and any Qualified Mortgagee of Tenant’s leasehold interest in the Leased Premises.

Section 8.05. Collection of Proceeds. The Insurance Trustee shall not be responsible for the collection or non-collection of any insurance money in any event but only for such insurance money and any additional funds as shall come into its hands. City, Tenant, any

Qualified Mortgagee of Tenant’s leasehold interest in the Leased Premises and any other person having an interest under any such insurance policy shall cooperate with and aid the Insurance Trustee in collecting any and all insurance money and will execute and deliver as requested by the Insurance Trustee any and all proofs, receipts, releases and other documents and writings whatsoever which may be necessary or proper for such purpose. In the event that any person having an interest under any such insurance policy shall fail or neglect so to cooperate or to execute, acknowledge and deliver any such instrument, the Insurance Trustee may, as the agent or attorney-in-fact of any such person, execute and deliver any proofs of loss or any other instruments as may seem desirable to the Insurance Trustee for the collection of such insurance monies, and all such persons having obtained an interest in any such insurance policy shall be deemed to have irrevocably nominated, constituted and appointed the Insurance Trustee its proper and legal attorney-in-fact for such purpose.

Section 8.06. Renewal Policies. Not less than ten (10) days prior to the expiration of any policy or policies of insurance as required hereunder, Tenant shall provide renewal or replacement of such coverage. Not less than ten (10) days prior to the expiration of any such policy or policies, Tenant shall provide the Insurance Trustee and the City a binder indicating commitments to renew or replace such policy or policies and as soon as possible thereafter will deliver to the Insurance Trustee duplicate copies of the policies, certified by the insurer to be true and complete, with proof of the payment of the premiums thereon. At the same time, a duplicate copy of each such policy, so certified, shall be delivered to City and to any Qualified Mortgagee.

Section 8.07. Special Provisions. All such policies of insurance shall provide that the proceeds thereof shall be payable: (a) without regard to any fault or negligence of City, Tenant, or any sublessee, licensee, concessionaire or other occupant of the Leased Premises (“Released Parties”) which may have caused or contributed to such loss, and (b) without any rights of the insurance company of subrogation against any such party, and Tenant hereby releases each of the Released Parties from any such liability that is or could have been covered by the insurance required to be carried by Tenant. Further, such insurance policies shall waive all rights of the insurance carrier to become subrogated to the rights of the holder of any mortgage upon the Leased Premises or any interest therein to whom or for whose benefit any proceeds of any such insurance may be paid.

Section 8.08. Compliance with Insurance Requirements. Tenant shall not violate or permit to be violated any of the conditions or provisions of any of said insurance policies, and Tenant shall so perform and satisfy the requirements of the companies writing such policies that at all times companies of good standing and approved by City shall be willing to write and continue such insurance.

Section 8.09. Mortgage Terms. Any mortgage placed upon the Leased Premises or Tenant’s interest therein shall contain provisions appropriate to recognize and facilitate the provisions of this Article VIII as to the payment, application and use of insurance proceeds.

Section 8.10. Change of Insurance Trustee. Should the national bank designated as the Insurance Trustee decline to accept such Trust, or having accepted such trust, resign as such Insurance Trustee, Tenant and any Qualified Mortgagee shall agree upon and designate another national bank having its principal office in Evansville, Indiana as such Insurance Trustee, and lacking any such agreement and designation of an Insurance Trustee, the proceeds of any such insurance shall be paid to the City which shall hold such proceeds in trust for the uses and purposes as herein stated, and shall disburse the same in accordance with the requirements as set forth in Article X of this Lease.

Section 8.11. Rights Upon Termination. Upon the expiration of this Lease, the unearned premiums upon any insurance policies or certificates thereof lodged with City by Tenant shall be payable to Tenant only if Tenant shall not then be in default in keeping, observing or performing any of the terms of this Lease.

Section 8.12. Blanket Insurance Policies. Any insurance required to be provided by Tenant pursuant to this Lease may be provided by blanket property insurance or umbrella liability insurance covering the Leased Premises and other locations or operations of Tenant or affiliates of Tenant, provided that such blanket or umbrella insurance complies with all other requirements of this Lease and any Qualified Mortgagee with respect to the insurance involved and will not be limited in amount or otherwise impaired as a result of the payment of losses with respect to any other property. In such event, the required amounts of coverage set forth herein shall be net of claims filed, if any, or may be provided for by a minimum coverage endorsement or rider to such policy with respect to Tenant’s property and/or operations on the Leased Premises, and any such policy shall not contain any clause permitting the insured to become a co-insurer of any loss with the insurer by reason of failure to insure in a sufficient amount with respect to Tenant’s property or operations on the Leased Premises.

ARTICLE IX.

INDEMNITY AND LIABILITY INSURANCE

Section 9.01. General Indemnity. Tenant shall hold City harmless against any and all liability, loss, damage or expense, claims, suits or causes of action arising out of any event occurring during the Demised Term and any orders, decrees or judgments which may be entered therein, brought for damages or alleged damages resulting from any injury to person, damage to property, or from loss of life sustained in or about the Leased Premises and the buildings and improvements forming a part thereof, or in or upon die Ohio River or any of its tributaries or its or their shorelines (the “River”) in front of or appurtenant thereto, or in, on or about the Riverboat, by any person or persons whatever except in the case of any such cause of action arising out of the sole negligence of the City. It is the intention and agreement that City shall not be liable for any personal injuries or damage to Tenant or its Guarantor, or the trustees, partners, beneficiaries, shareholders, officers, agents or employees of Tenant or Guarantor, or any occupant of any part of the Leased Premises, or for any injury or damage to any goods, wares, merchandise, fixtures, equipment or property of Tenant or of any occupant of any part

of said Leased Premises irrespective of how the same may be caused, whether from action of the elements or acts of negligence of the owners or occupants of any adjacent properties except in the case of any such cause of action arising out of the sole negligence of the City. Tenant shall and will indemnify and save harmless City of and from any and all liability, loss, damage or expense (including legal expenses and court costs), causes of action, suits, claims and judgments, (provided such action, suit or claim is not fully covered by insurance), arising from injury to persons or damage to property of any and every nature and for any matter or thing alleged to arise out of Tenant’s activity or lack thereof occurring in, on or about the Leased Premises or any part thereof or any building thereon, the River adjacent thereto or the Riverboat without regard to the nature or cause of such injury or damage except for any such cause of action, suit, claim or judgment arising out of the sole negligence of the City or its agents or employees. The obligations of this indemnity shall survive the expiration or termination of this Lease and shall continue in effect with respect to any event occurring during the Demised Term or any period of continued occupancy by Tenant thereafter.

Section 9.02. Liability Insurance. Tenant covenants to provide City with general public and liquor liability insurance policies in forms and companies approved by City in respect to the Leased Premises and the Riverboat and the Ancillary Site with limits of liability of not less than Twenty-Five Million Dollars ($25,000,000) for any persons injured or damage to property in any one occurrence, and to pay the premiums thereon. All such insurance shall name both City (including each constituent unit or agency thereof) and Tenant as parties insured thereunder. All such insurance shall provide that City will be given thirty (30) days’ advance written notice of any cancellation or reduction in coverage of insurance under such policy. A duplicate of such policy certified by the insurance company to be a true and complete copy thereof shall be delivered to and retained by City. Prior to the expiration of any policy of such insurance, Tenant shall pay the premium for renewal or replacement insurance. Not less than ten (10) days prior to the expiration of any policy of such insurance, Tenant shall provide to City a binder for renewal or replacement insurance and will deliver to City evidence of payment of the premiums prior to expiration. As soon as possible thereafter, Tenant will deliver the duplicate copy of such policy certified by the insurance company to City. Copies of all endorsements to any such policy issued after the date of such policy shall be delivered to City. If Tenant shall at any time fail or neglect to comply with its covenants herein contained relating to the procuring or keeping of any such insurance, then City may, at its option, procure such insurance and all costs or expenses incurred by City in procuring such insurance with interest thereon at the Default Rate shall be reimbursed to City by Tenant and shall be deemed to be additional rent.

Section 9.03. No Separate Insurance. Tenant shall not take out separate insurance concurrent in form or contributing in the event of loss with that required by this Lease to be furnished by, or which may reasonably be required to be furnished by, Tenant, unless City is included therein as an additional or a named insured, as appropriate to the type of policy, with any loss payable thereunder to be paid as in this Lease otherwise provided. Tenant shall immediately notify City of the taking out of any separate insurance and shall cause a duplicate copy of such insurance policy, certified by the issuing insurance company to be a true and

complete copy thereof, to be delivered to City and, in the case of casualty insurance, to the Insurance Trustee.

Section 9.04. Other Hazards. Notwithstanding anything herein contained, Tenant shall provide City, at Tenant’s cost and expense, with such insurance and in such amounts as may from time to time be reasonably required by City as insurance against insurable hazards which from time to time are commonly insured against in the case of premises similarly situated.

Section 9.05. Adjustments in Amounts of Liability Insurance. If by reason of changed economic conditions or by reason of experience, City should determine the insurance amounts referred to in Section 9.02 hereof to be inadequate, Tenant shall increase the amounts of such insurance carried to the extent that City may reasonably require.

ARTICLE X.

REPAIR OF CASUALTY DAMAGE

Section 10.01. Tenant’s Responsibility. If any building or improvement at any time standing or erected upon the Leased Premises shall be destroyed or damaged during the Demised Term, in whole or in part, by fire or as a result directly or indirectly of war, or by act of God, or occurring by reason of any causes whatsoever, Tenant shall give prompt notice thereof to City, and Tenant, at Tenant’s own cost and expense, shall promptly repair, replace and rebuild the same, at least to the extent of the value, and as nearly as practicable to the character of the building or improvements, existing immediately prior to such occurrence. The provisions of Section 21.04 hereof shall be applicable to these obligations.

Section 10.02. Conditions of Restoration. Prior to commencement of the repair, replacement and rebuilding of the building or improvements damaged, Tenant shall submit to City plans and specifications for such restoration together with an estimate of the cost of such work prepared by a competent architect who will be in charge of such work in accordance with the terms of the Project Agreement and this Lease relating to construction and alteration. Before commencing any such work, said plans and specifications shall be filed with all state, municipal or other governmental departments or authorities having jurisdiction thereof, and all necessary permits for such work shall be obtained. Before commencing any such work, Tenant shall, at Tenant’s own cost and expense, deliver to City a general accident and public liability policy as more particularly described in Article IX hereof, but said policy shall recite and refer to such work. Tenant shall pay the increased premiums, if any, charged by the insurance companies carrying the insurance on said buildings to cover the additional risk during the course of such work.

Section 10.03. Disbursement of Insurance Proceeds. The Insurance Trustee shall permit the net proceeds of any insurance to be applied in the payment of the cost of such repairing or rebuilding as the same progresses, payments to be made against properly certified vouchers of a competent architect or qualified project engineer in charge of the work who has

been approved by City (such approval shall not be unreasonably withheld), the Insurance Trustee to contribute out of such insurance proceeds to each payment to be made an amount in such proportion to such payment as the whole amount received by the Insurance Trustee shall bear to the total estimated cost of repairing or rebuilding; provided, however, that the Insurance Trustee shall withhold from each amount so to be paid by it ten per centum (10%) thereof until the work of repairing or rebuilding shall have been completed and proof furnished that no lien or liability has attached or will attach to the Leased Premises or to City in connection with such repairing or rebuilding. If the total estimated cost of the repairs or rebuilding shall exceed the amount of net proceeds of such insurance received by the Insurance Trustee, City shall be entitled to require that before such repairing or rebuilding be commenced it be secured by a surety bond or cash deposit at least equal to the amount of the excess of such estimated cost over the net insurance proceeds, or by other means approved by City, as security for the due completion within a reasonable time of such repairs and rebuilding and the payment of all costs and expenses incurred in connection therewith. In any event, the total cost of all such rebuilding, repair or restoration shall be borne by Tenant without any contribution thereto by City. If the insurance proceeds should exceed the cost of such repairs or rebuilding, the balance remaining after payment of the cost of such repairs or rebuilding shall be paid over and belong to Tenant. The Insurance Trustee may deduct from any insurance proceeds paid to it the amount of its charges for acting as such trustee and any reasonable expenses incurred by it in connection with such trust

Section 10.04. Extension. In the event the total estimated cost of the repairs or rebuilding shall exceed the amount of net proceeds of such insurance received by the Insurance Trustee, and/or Tenant is required to contribute to the cost of repairs and rebuilding, in an amount of more than the aggregate of any applicable deductible portion of the loss plus One Hundred Thousand Dollars ($100,000), and if this occurs at any time during either the second or third Extended Term of this Lease, then Tenant shall be entitled to, at its election, automatically extend the term of this Lease so that the Demised Term (including all extension options as if exercised) following the date of substantial completion of such repair and restoration shall be ten (10) years. The failure of Tenant to give notice of its election not to so extend the term of this Lease shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for such ten (10) years from the date of substantial completion of the repair and restoration, for the Rentals, and upon all of the terms and provisions, applicable during the final Extended Term described in Section 2.03 of-this Lease.

Section 10.05. Prompt Performance of Work. All such work of repair or restoration shall be commenced within twenty (20) days after settlement shall have been made with the insurance companies, the insurance money shall have been turned over to the Insurance Trustee and the necessary permits as herein provided for shall have been obtained. All such work shall be completed within a reasonable time, due regard being had to the conditions prevailing. All such work shall be completed free and clear of all liens and encumbrances upon the title of City in and to the Leased Premises. If the work of repairing, replacing or rebuilding said damaged or destroyed improvements shall not have been commenced within the twenty (20) day period provided for herein, or if after commencement shall not be pursued with due diligence, such fact

or facts shall be deemed an “Event of Default” as hereinafter defined. The “force majeure” provision of Section 21.04 shall apply to the foregoing time periods and requirements. In case any mortgage upon Tenant’s leasehold interest shall be in force at the time of any damage to or destruction of any improvements on the Leased Premises, then the holder of such mortgage is hereby authorized to repair the damaged improvements under the same terms and conditions as are applicable in the case of repair, restoration or replacement by Tenant. The mortgagee so repairing, restoring or replacing the damaged improvements shall, subject to compliance with all the conditions contained in this Article X, be subrogated to the rights of Tenant to the insurance proceeds payable as a result of the damage or destruction, and shall be entitled to have (and City and Tenant hereby authorize the Insurance Trustee to so pay) all said insurance proceeds paid out by the Insurance Trustee in the same manner in every respect as if the holder of the mortgage were Tenant under this Lease.

Section 10.06. Minor Damage. In the event of any minor damage to any buildings or improvements located on and forming a part of the Leased Premises, which damage is hereby defined as being any damage which can be wholly repaired for a cost not in excess of Two Hundred Fifty Thousand Dollars ($250,000), Tenant shall promptly repair such damage and restore the building or improvements thereby damaged to the condition existing immediately prior to such occurrence, and Tenant shall not be required to submit plans and specifications to City for approval under the terms of this Lease (but may be required to provide such plans to comply with applicable building codes and similar regulations), nor shall Tenant be required to furnish any cost estimates with respect to such work other than such as is necessary to establish that the cost of such repair and restoration is less than Two Hundred Fifty Thousand Dollars ($250,000).

Section 10.07. No Termination of Lease. This Lease shall not terminate or be affected in any manner by reason of the destruction or damage in whole or in part of any building or improvement located or erected upon the Leased Premises, or by reason of the untenantability of such building or improvement, in whole or in part, and the Rental reserved in this Lease as well as all other charges payable hereunder shall be paid by Tenant in accordance with the terms, covenants and conditions of this Lease, without abatement, diminution or reduction.

ARTICLE XI.

GENERAL MAINTENANCE AND REPAIRS

Section 11.01. Tenant’s Responsibility. During the Demised Term, Tenant will, at its cost and expense, maintain and keep the Leased Premises and all buildings and improvements erected or placed thereon in good condition, repair and order, both inside and outside, structural and non-structural, including the sidewalks and curbs thereon or adjoining or in front of the Leased Premises and all connections with the street, steam, water, electric, gas mains and sewers and the elevators, heating and air conditioning apparatus, blowers and machinery and such other fixtures used in connection with the operation of the buildings located upon and forming a part of the Leased Premises, including any and all replacements thereto made by

Tenant. This responsibility shall not extend to anything outside the Leased Premises except to the extent provided in the Project Agreement. Tenant shall indemnify and save City harmless from and against any and all costs, expenses, claims, losses, damages, fines or penalties, including reasonable legal fees, because of or due to Tenant’s failure to comply with the foregoing, and Tenant shall not call upon City for any disbursement or outlay of money whatsoever for any such repair and maintenance, and Tenant hereby expressly releases and discharges City of and from any liability or responsibility whatsoever in connection therewith. Tenant shall in no event permit the Leased Premises or any part thereof to become blighted during the Demised Term. The indemnity herein contained shall survive the expiration or termination of this Lease.

ARTICLE XII.

ALTERATIONS

Section 12.01. Rights of Tenant. Tenant shall have the right to make changes or alterations to the buildings initially constructed upon and forming a part of the Leased Premises, provided, however, that any such changes or alterations shall be made in all cases subject to the conditions therefore hereinafter set forth in this Article, which conditions Tenant agrees to observe and perform.

Section 12.02. Character of Change. No change or alteration shall at any time be made which shall impair the structural soundness or materially diminish the value of the building then located upon and forming a part of the Leased Premises. No change or alteration shall at any time be made which shall change the basic character or use of the buildings or improvements located upon the Leased Premises in a manner that would materially impair City’s anticipated income from Percentage Rent as provided in Section 4.01 of this Lease.

Section 12.03. Extent of Change or Alteration. No change or alteration shall be made involving an expenditure in excess of One Hundred Thousand Dollars ($100,000) without the prior written consent of City, and in the event of any change or alteration involving an expenditure in excess of One Hundred Thousand Dollars ($100,000), adequate provision for the payment of all costs of such change or alterations shall be made in a manner approved by City prior to commencement of work on such change or alteration. Such consent and approval shall in no event be unreasonably withheld.

Section 12.04. Compliance With Laws, Etc. No changes or alterations shall be undertaken until Tenant shall have procured and paid for all required state, municipal and other governmental permits and authorizations of the various state and municipal departments and governmental subdivisions having jurisdiction of such work. All work done in connection with any change or alteration shall be done in a good and workmanlike manner and substantially in compliance with the building and zoning laws, and with all other laws, ordinances, orders, rules, regulations and requirements of all federal, state and other governmental authorities and the appropriate departments, commissions, boards and officers thereof, and substantially in

compliance with the orders, rules and regulations of the Indiana Inspection and Rating Bureau or any other body now or hereafter constituted exercising similar functions.

Section 12.05. Insurance Coverages. At all times when any change or alteration is in progress, there shall be maintained, at Tenant’s expense, insurance as required by law to be provided by either City or Tenant covering all persons employed in connection with the change or alteration, general liability insurance for the mutual benefit of City and Tenant expressly covering the additional hazards due to the change or alteration, and insurance as required in Articles VIII and IX hereof expressly covering any additional hazard or risk incurred due to the change or alteration.

Section 12.06. Ownership of Improvements. The improvements, equipment,. fixtures, and related materials constructed or placed upon the Land by Tenant shall be owned by Tenant during the Preliminary Term, Original Term, and any Extended Term. All such improvements constructed by Tenant upon the Leased Premises shall, upon termination or expiration of this Lease (other than due to City’s default pursuant to Section 1.04 hereof) shall become the property of City, without any further filing, recording or other action by the parties with respect thereto. Tenant shall execute a quitclaim deed in recordable form upon request of City, evidencing such automatic vesting of title in the improvements. Tenant shall at no time cause or permit the fee title to the improvements to be separated from its interest in the leasehold estate created by this Lease (and for this purpose such improvements shall be deemed a part of the leasehold estate) and no provision of this Lease shall be construed as permitting same. The provisions of this Lease permitting Tenant to mortgage its leasehold interest in the Leased Premises shall include the right to mortgage Tenant’s interest in the improvements constructed by Tenant upon the Leased Premises.

ARTICLE XIII.

ASSIGNMENT AND SUBLETTING

Section 13.01. Right to Assign and Sublet. Except as otherwise provided in Section 13.03 and 13.15, Tenant may not assign, mortgage or otherwise encumber this Lease and may not sublet the Leased Premises in whole for a part of the Demised Term or in part for the whole or part of the Demised Term without the prior written consent of City thereto, which consent shall be at the sole discretion of the City. Any such assignee, mortgagee, sublessee or any other party to whom Tenant shall have assigned any right or interest under this Lease or in and to the Leased Premises with the prior written consent of City shall take such right or interest subject to all of the terms and conditions of this Lease and subject to all rights of City hereunder. No rights to possession of the Leased Premises granted by Tenant with the prior written consent of the City under the terms of this Article of this Lease shall grant any right to possession or occupancy of any part of the Leased Premises beyond the end of the Demised Term.

Section 13.02. Notification to City. In the event of the mortgage of Tenant’s leasehold interest hereunder, Tenant shall notify City of such fact and shall provide City with the name and address of such mortgagee.

Section 13.03. Mortgages of Tenant’s Interest. Tenant shall have the right from time to time to mortgage its interest under this Lease by mortgage to any pension or welfare fund or foundation, or savings bank, bank, trust company or insurance company, or any other monetary or lending institution, authorized to make and/or hold leasehold mortgage loans in the State of Indiana (a “Qualified Mortgagee”), such mortgage being referred to herein as a “Qualified Mortgage”. No more than one Qualified Mortgage shall be in effect at any time. For the benefit of any Qualified Mortgagee who shall have become entitled to notice as hereinafter provided in this Article, City agrees, subject, nevertheless, to all the terms of this Lease, not to accept a voluntary surrender of this Lease at any time while such Qualified Mortgage shall remain a lien on said leasehold. No sale of the Leased Premises or any portion thereof to Tenant shall terminate this Lease by merger or otherwise so long as any leasehold mortgage held by a Qualified Mortgagee exists with respect to the portion of the Leased Premises so sold.

Section 13.04. Notices to Leasehold Mortgagees. No notice of Tenant’s default shall be deemed to have been given by City to Tenant unless and until a copy thereof shall have been so given to any Qualified Mortgagee of the character described in Section 13.03 who shall have notified City of its name, address and its interest in the Leased Premises prior to City’s issuance of such notice. Tenant irrevocably directs that City accept, and City agrees to accept, performance and compliance by any such Qualified Mortgagee of and with any of the terms of this Lease with the same force and effect as though kept, observed or performed by Tenant; but City shall not be obligated to accept such performance and compliance if, at any time, City shall not be furnished with evidence satisfactory to city of the interest in this Lease claimed by the party tendering such performance and compliance. Nothing contained herein shall be construed as imposing any obligation upon any such Qualified Mortgagee to so perform or comply on behalf of Tenant.

Section 13.05. Qualified Mortgagees’ Right to Cure. So long as a Qualified Mortgage shall remain unsatisfied, upon the default by Tenant in the performance of .any obligation of Tenant under this Lease not involving the payment of Rentals, Impositions, insurance premiums, or other amounts required to be paid by Tenant under this Lease (“Nonmonetary Default”), City will not: (a) terminate this Lease or Tenant’s right of possession of the Leased Premises; (b)exercise any right of reentry provided in the Lease or otherwise by law; (c) take possession of and /or relet the Leased Premises or any portion thereof; or (d) enforce any other right or remedy which may affect the rights of the Qualified Mortgagee, so long as the Qualified Mortgagee has promptly commence and is diligently prosecuting the cure of such Nonmonetary Default including, without limitation, by commencing judicial foreclosure or other proceedings to obtain possession of the Leased Premises if possession thereof is essential to cure such default to enable the Qualified Mortgagee to cure such default, and the Qualified Mortgagee upon obtaining possession diligently completes the cure thereof. The following events of default shall not, as between City and the transferee at foreclosure sale or assignment in lieu of foreclosure,

and such transferee’s successors and assigns, constitute Events of Default by Tenant which must be cured before the transferee may succeed to the Tenant’s interest in this Lease or before a new lease may be entered as provided’ in Section 13.06 of this Lease, but shall be deemed automatically cured upon conveyance of such leasehold estate to such transferee or upon entering into a new lease as provided in Section 13.06 of this Lease:

(a) The insolvency of Tenant or the commencement by or against Tenant of any proceedings under any chapter of the Federal Bankruptcy Code;

(b) The attachment, execution or other judicial or statutory levy or seizure of the Leased Premises or any portion thereof or any of the Tenant’s rights or interests in this Lease, including the leasehold estate created hereby, or any improvements now or hereafter constructed upon, or affixed to, the Leased Premises;

(d) Any composition of creditors of Tenant or any assignment by Tenant of all or any portion of Tenant’s assets for the benefit of creditors.

Section 13.06. Mortgagees’ Rights to New Lease. In case of the termination of this Lease by reason of the happening of any Event of Default, City shall give written notice thereof to any Qualified Mortgagee of the Tenant’s leasehold interest who shall have notified City of its name, address and interest in the Leased Premises prior to City’s issuance of such notice. If, within thirty (30) days after the mailing of such notice, such Qualified Mortgagee shall pay, or arrange to the satisfaction of City for the payment of, a sum of money equal to any and all Rental and other sums due and payable by Tenant hereunder as of the date of such termination, in addition to any and all expenses, costs and fees, including reasonable legal fees, incurred by City in terminating this Lease and in acquiring possession of the Leased Premises, together with a sum of money equal to the amount which, but for such termination, would have become due and payable under this Lease from such termination date up to and including a period of sixty (60) days beyond the date of the mailing of such notice together with interest on all of the foregoing at the Default Rate. City shall, upon the written request of such Qualified Mortgagee, made any time within the first thirty (30) days of such sixty (60) day period, mutually execute and deliver within the last thirty (30) days of such sixty (60) day period a new lease of the Leased Premises (the “New Lease”) to such Qualified Mortgagee, or to the nominee of such Qualified Mortgagee, for the remainder of the term of this Lease, with any fee mortgage and any other encumbrance created at any time by City, its successors and assigns being made subject to the right of the lessee under the New Lease (such new tenant, however, shall make no objection to City’s title with respect to judgments and tax liens, if a title company reasonably satisfactory to such new tenant will furnish leasehold insurance to such new tenant, at such tenant’s expense, that none of such judgments will be collected out of the Leased Premises and that the leasehold estate under the New Lease shall not be subject to foreclosure by the holder of any such prior fee mortgage or other encumbrances), provided that such Qualified Mortgagee

shall have paid to City a sum of money equal to any and all Rental and other sums which, but for such termination, would have become due and payable under this Lease up to and including the date of the commencement of the term of the New Lease, together with all expenses, including City’s legal fees, incident to the preparation, printing, execution, delivery and recording of such New Lease together with interest thereon at the Default Rate. City shall utilize its best commercially reasonable efforts to obtain a nondisturbance agreement from any fee mortgagee with respect to the rights of the tenant under the New Lease so long as there is no uncured Event of Default under the New Lease. The New Lease shall contain the same clauses subject to which this demise is made, modified or enlarged to reflect any changes in any laws of ordinances, or any changes in the physical or title conditions thereof as the same may exist at the time of delivery of the New Lease, and shall be at the Rental and other charges and upon the terms and conditions herein contained, including such additional terms, covenants, agreements, provisions, conditions and limitations as City shall deem reasonably necessary to secure the timely discharge of all liabilities and the timely performance of all obligations of the next preceding tenant, which shall have accrued or originated prior to the execution and delivery of the New lease, and shall include the covenants in respect of remaining options to extend the term of this Lease. Notwithstanding the foregoing, City shall be obligated to accept such substitute performance by, and enter into a New Lease with, such leasehold mortgagee or its nominee only if such leasehold mortgagee or its nominee (a) holds, or within 120 days will hold, title to and lawful possession of the Riverboat and (b) holds, or within 120 days will hold, an Owner’s License to conduct gambling operations issued by the Indiana Gaming Commission.

Section 13.07. Qualified Mortgagee — Release. Tenant hereby waives and releases City from any claim, and shall hold it harmless from and against any loss, cost or expense (including attorneys’ fees), relating to acceptance by City of payment or performance of Tenant’s obligations from a Qualified Mortgagee, or the entering into a new lease between the City and a Qualified Mortgagee as provided in this Lease.

Section 13.08. Possession. Nothing herein contained shall be deemed to impose any obligation on the part of City to deliver physical possession of the Leased Premises to any leasehold mortgagee, or to its nominee.

Section 13.09. Insurance Proceeds. If a leasehold mortgagee, or its nominee, shall acquire a New Lease pursuant to this Article and if, upon such termination of this Lease, the Insurance Trustee shall be holding, or shall be entitled to receive, any amount pursuant to the provisions of this Lease, and Tenant, but for such termination, would have been entitled to receive all or any part thereof or to have all or any part thereof applied to any restoration or alteration, then, City agrees that the Insurance Trustee shall receive and continue to hold such amounts and apply the same or pay out the same to the new tenant, in the same manner and to the same extent as it would have been obliged to pay or apply the same to or for the benefit of Tenant if this Lease had not terminated. Otherwise all such insurance proceeds shall be deemed to be the property of City on such termination of this Lease and shall be paid over to City without delay.

Section 13.10. Survival of Provisions. The provisions of this Article shall survive any termination of this Lease.

Section 13.11. Rights on Termination. Upon the termination of the Demised Term, whether by expiration of time or otherwise, all rights of any assignees, sublessees, licensees, concessionaires, other occupants of the Leased Premises, and of any mortgagee of Tenant’s interest in the Leased Premises, shall thereupon cease and terminate except in the case of the execution of a New Lease to take effect as of the termination of this Lease pursuant to the provisions contained in this Article XIII.

Section 13.12. Limitation of Mortgagee Liability. Notwithstanding anything to the contrary provided in this Lease, no Qualified Mortgagee, whether or not in possession or as successor to Tenant’s leasehold estate, nor any officer, director, partner, agent, trustee, beneficiary or employee of any Qualified Mortgagee, shall have any personal liability with respect to any of the terms, covenants and conditions of this Lease, and City shall look solely to the assets of Tenant, including the interest and title of Tenant (or such successor in interest) in and to the leasehold estate of Tenant and the improvements thereon, for the satisfaction of each and every remedy of City in the event a Qualified Mortgagee forecloses upon, accepts a conveyance in lieu of foreclosure upon, or otherwise succeeds to, the interest of Tenant in this Lease and the Leased Premises.

Section 13.13. No Assumption, Surrender or Modification. The acceptance of execution and delivery of a leasehold mortgage by a Qualified Mortgagee shall not be deemed to constitute an absolute assignment or transfer of this Lease, nor shall the holder of any leasehold mortgage, as such, be deemed (prior to a foreclosure judgment or assignment of this lease in lieu thereof and the taking of possession) an assignee or transferee of this Lease, so as to require such holder to assume the performance of any of the terms, covenants or conditions on the part of Tenant be performed hereunder. So long as any indebtedness or any other obligations secured by a leasehold mortgage shall remain unsatisfied, City shall not without prior written consent of the Qualified Mortgagee accept any surrender of this Lease or the Leased Premises or consent to any amendment, modification or mutual termination of this Lease.

Section 13.14. Further Assurances. The parties acknowledge that this Lease is intended to be a mortgageable lease and that Tenant intends to grant a mortgage to a Qualified Mortgagee upon its interest in this Lease, the Leased Premises and the improvements thereon. City shall give fair and reasonable consideration to including in this Lease, by suitable amendment from time-to-time, any provision which any proposed Qualified Mortgagee reasonably requests for the purpose of implementing the mortgagee-protection provisions contained in this Article XIII and providing such Qualified Mortgagee reasonable protection of its mortgage lien in the event of a default by Tenant.

Section 13.15. Permitted Subleasing, Licensing and Concessions. Notwithstanding the provisions of Section 13.01 of this Lease, Tenant may enter into subleases, licenses and concessions for retail sales, dining or food sales, and other commercial uses incident to the

primary purpose and use of the Leased Premises, having terms which do not equal or exceed three years, not exceeding 20,000 square feet, without the prior consent of City.

ARTICLE XIV.

EMINENT DOMAIN

Section 14.01. Total Taking. If during the Demised Term the whole or materially all of the Leased Premises shall be permanently taken by exercise by the right to condemnation or eminent domain, this Lease shall terminate and expire on the date of such taking and the Rental and all Impositions and other charges as provided herein shall be apportioned and paid to the date of such taking. For the purposes of this Article XIV, materially all of the Leased Premises shall have been deemed to have been taken only if that portion of the Leased Premises not so taken shall be insufficient for any economically feasible usage thereof by Tenant following restoration and rebuilding thereof, taking into account the cost of such restoration and rebuilding, the funds available to Tenant for such purpose, the remaining term of this Lease and the continuing obligations of Tenant under this Lease. The City shall not initiate any taking of the Leased Premises under an exercise of the power of eminent domain without offering to Tenant a qualified replacement property.

Section 14.02. Award for Total Taking. In the event of a taking in condemnation of title to the whole or materially all of the Leased Premises, all awards and other payments made as a result of such taking shall be paid to City, but applied as follows in the order and manner specified to the extent that monies available from such taking may permit:

(a) City shall receive an amount equal to the value of the land taken and any damages to the residue of the land considered as vacant and unimproved.

(b) The holder of any Qualified Mortgage upon Tenant’s leasehold interest in the Leased Premises shall receive the unpaid principal amount of such mortgage and all interest accrued and unpaid thereon.

(c) City shall receive one twenty-fifth (l/25th) of the balance of such award for each complete year of the Demised Term that shall have elapsed as of the date of such taking.

(d) Any remaining balance shall be paid to Tenant.

Nothing herein contained shall impair the right of Tenant or any of its sublessees, licensees, concessionaires or others to the full award, compensation or damages payable by reason of the taking of their personal property in any such condemnation proceeding or to any additional award for their moving expenses. The termination of this Lease by reason of the exercise of the power of eminent domain shall not prevent Tenant from prosecuting and receiving

compensation for the interest it had in the Leased Premises immediately prior to the event of such taking as provided above.

Section 14.03. Partial Taking. If at any time during the Demised Term title to less than the whole or materially all of the Leased Premises shall be permanently taken in condemnation, this Lease shall continue in full force and effect and all of the award paid for such taking shall be paid to City, but said award shall be applied as follows in the order and manner specified to the extent that the monies available from the taking may permit:

(a) City shall receive the value of the land taken considered as vacant and unimproved, but such amount shall be held subject to the rights thereto of Tenant under Section 14.04.

(b) There shall be paid over to Tenant the cost of restoration of the remaining portion of the Leased Premises not so taken in substantially the same manner as provided in Article XI hereof dealing with the disbursement of insurance proceeds.

(c) Any balance remaining in said fund after the payment of the amounts due City and the payment of such costs of restoration shall be paid to Tenant after the restoration has been completed.

Section 14.04. Restoration after Condemnation. In the event of the permanent taking of less then the whole or materially all of the Leased Premises, Tenant shall restore the remainder of the Leased Premises so that the same can reasonably function as an economic and architecturally whole unit. In the event that the cost of such restoration should exceed the portion of the total amount paid by the condemning authority for such partial taking remaining after segregation of the value payable to City under Section 14.03 (a) above, Tenant shall pay the deficiency.

Section 14.05. Extension. In the event the proceeds of the award of condemnation are insufficient to pay the cost of restoration of the Leased Premises, and/or Tenant is required to contribute to such cost in an additional amount of more than Two Hundred Fifty Thousand Dollars ($250,000), and if this occurs at any time during the second Extended Term or third Extended Term of this Lease, then Tenant shall be entitled to, at its election, automatically extend the term of this Lease so that the-term (including all extension options as if exercised) following the date of substantial completion of such restoration shall be ten (10) years. The failure of Tenant to give notice of its election not to so extend the term of this Lease shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for such ten (10) years from the date of substantial completion of the repair and restoration, for the Rentals, and upon all of the terms and provisions, applicable during the final Extended Term describe in Section 2.03 of this Lease.

Section 14.06. Effect of Partial Taking. If less than the whole or materially all of the Leased Premises shall be taken under an exercise of the power of eminent domain, this Lease shall continue in full force and effect as to the residue of the Leased Premises and all Rental reserved in this Lease, as well as all other charges payable hereunder, shall be paid by Tenant in accordance with the terms, covenants and conditions of tins Lease, without abatement, diminution or reduction.

ARTICLE XV.

COMPLIANCE WITH LAW

Section 15.01. Tenant’s Responsibility. During the Demised Term Tenant shall, at its own cost and expense, promptly observe and comply with all present and future laws, ordinances, requirements, orders, directions, rules and regulations of the federal, state and local governments and of all other authorities having jurisdiction over the Leased Premises and of all their respective departments, bureaus and officials, and of the Board of Insurance Underwriters or Insurance Inspection and Rating Bureau having jurisdiction, or any other body exercising similar function’s, all insurance companies writing policies of insurance covering the Leased Premises or any part thereof, and all such laws, requirements, orders, directions, rules and regulations of the Indiana Gaming Commission and any other governmental agency having any jurisdiction over riverboat gambling, whether the same are in force at the commencement date of the Original term or may in the future be passed, required, ordered, enacted or directed. The obligations hereby imposed upon Tenant for compliance with all such laws, ordinances, etc., shall extend not only to Tenant’s use and occupancy of the Leased Premises, but shall also extend to the condition of the Leased Premises and any and all buildings and improvements located hereon, he condition and operation of the Ancillary Site and all buildings and improvements thereon, and the condition and operation of the Riverboat and all gambling operations conducted thereon. If any such law, ordinance, requirement, order direction, rule or regulation should require or make advisable the performance of any act by City, Tenant shall perform each such act so required for and on behalf of City at the sole cost and expense of Tenant. If any such law, ordinance, requirement, order, direction, rule or regulation should require the provision of any type or form of insurance not otherwise required to be provided by Tenant under the terms of this Lease, Tenant shall procure and maintain any such insurance as so required or made advisable in full force and effect at the sole cost and expense of Tenant, whether such requirements shall be in form a requirement upon Tenant or upon City.

Section 15.02. Hazardous Material. Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Leased Premises or the Riverboat by Tenant, it agents, employees, contractors or invitees, without the prior written consent of City except to the extent that such Hazardous Material is necessary or useful to Tenant’s business. Any such necessary or useful Hazardous Material shall be used, kept, stored and disposed of in a manna that complies in all material respects with all laws, ordinances and regulations regulating any sueh , Hazardous Material so brought upon or used or kept in or about the Leased Premises or the Riverboat. If Tenant breaches the obligations stated in the preceding sentence

or if the presence of Hazardous Material on the Leased Premises or the Riverboat, or the release or discharge of Hazardous Material from the Leased Premises or the Riverboat, results in an Environmental Condition with respect to the Leased Premises or the River, any air, soil or groundwater near or surrounding the Leased Premises, then Tenant shall and does hereby indemnify, defend and hold City harmless from any and all remediation costs, monitoring costs, sampling costs, evaluation costs, court costs, professional fees, legal fees, experts’ costs, consultants’ fees, claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Leased Premises, damages for the loss or restriction on use of the Leased Premises, damages arising from any adverse impact on marketing of other space in the adjacent and nearby development, and sums paid in settlement of claims) which arise during or after the Demised Term as a result of such Environmental Condition (as hereinafter defined) except as to any Environmental Condition caused by an act or omission of City. This indemnification of City by Tenant includes, without limitation, costs incurred by City in connection with any investigation of site conditions or any clean-up, monitoring, remediation, removal or restoration work performed by any individual or entity, regardless of whether such investigation or work is required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Leased Premises or surrounding the Leased Premises or the River, and shall survive the termination or expiration of the Term of this Lease. Without limiting the foregoing, if the presence of any Hazardous Material on the Leased Premises or the Riverboat caused or permitted by Tenant results in any Environmental Condition of the Leased Premises or in or surrounding the Leased Premises or the River, Tenant shall promptly take all actions at its sole expense as are necessary to return the Leased Premises or such other property to the condition existing prior to the Environmental Condition and prior to the introduction of any such Hazardous Material; provided that City’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Leased Premises, the surrounding area or the River. As used herein, the term “Hazardous Material” means any pollutant, contaminant, hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of Indiana or the United Stales Government. The term “Hazardous Material” includes, without limitation, any material or substance which is (a) petroleum, (b) asbestos, (c) radioactive material or waste, (d) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (e) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903), or pursuant to IC 13-7-1-12, or determined to be a “hazardous waste” under IC 13-7-8.5-3(b), (f) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601), or pursuant to IC 13-7-8.7-1, (g) regulated under the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .) or defined as a “PCB” pursuant to IC 13-7-16.5-1, (h) defined as a “contaminant” pursuant to IC 13-7-1-7, or (i) any other substance or material similarly classified by any other federal, state or local statute or ordinance or by any rule or regulation promulgated or adopted pursuant thereto, whether now existing or hereinafter enacted. The term “Environmental Condition” shall mean the existence or presence of Hazardous Material at or passage through

the Leased Premises and any contemporaneous or subsequent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or releasing of such Hazardous Material at or from the Leased Premises into the soil, ground, water, groundwater or air in a form or quantity that would require monitoring or remediation by any applicable Federal, State or local law, ordinance or regulation, by any party holding any interest in the Leased Premises. Tenant shall dispose of all sanitary and solid waste in a manner that complies with all such statutes, ordinances, rules and regulations.

Section 15.03. Contests. Tenant, after notice to City, by appropriate proceedings conducted promptly at Tenant’s own expense and in Tenant’s name, may contest in good faith the validity or enforcement of any such law, ordinance, requirement, order, direction, rule or regulation and may defer compliance therewith during the pendency of such contest so long as (a) such deferment shall not constitute an offense on the part of City; (b) Tenant shall prosecute such contest to a final determination by a court, department or governmental body having jurisdiction; and (c) Tenant shall furnish City with such security by bond or otherwise as City may approve in connection such contest.

ARTICLE XVI.

DEFAULTS AND REMEDIES

Section 16.01. Events of Default. Subject to the provisions of Section 21.04, if any one or more of the following events, herein sometimes called “Events of Default”, shall happen:

(a) If default shall be made in the due and punctual payment of any Rental, Imposition, utility charges, insurance premiums, additional rent or other items payable by Tenant under this Lease, or in the payment of any part thereof, when and as the same shall become due and payable, and such default shall continue for a period of thirty (30) days after notice from City to Tenant specifying the item or items in default; or

(b) If Tenant should default in the performance of any obligation or undertaking as contained in the Project Agreement for more than any notice and cure period provided in the Project Agreement, and in any event for at least ten (10) days after notice; or

(c) If Tenant’s Owner’s License issued by the Indiana Gaming Commission should be revoked or be suspended for more than sixty (60) days because of some act or failure to act by Tenant; or

(d) If Tenant should cease, for any reason other than a temporary suspension of its Owner’s License, to conduct riverboat gaming operations from the Riverboat to be docked at the Leased Premises for ten (10) consecutive days or longer; or

(e) If default shall be made by Tenant in the performance or compliance with any of the agreements, terms, covenants or conditions in this Lease provided, other than those referred to in subparagraphs (a), (b), (c) or (d) of this Section, for a period sixty 60 days after notice from City to Tenant specifying the item or items in default, or in the case of a curable default which cannot be cured with due diligence within such sixty (60) day period, Tenant fails to commence promptly to cure the same and thereafter to prosecute to satisfactory completion the curing of such default with due diligence (it being intended in connection with a default that can be cured but is not susceptible of being cured with due diligence within said sixty [60] day period, the time within which Tenant must cure the same shall be extended for such period as may be necessary to complete the same with all due diligence); then and in any such event, City, at any time thereafter, may give written notice to Tenant specifying such Event of Default or Events of Default and stating that this Lease and the Demised Term shall expire and terminate on the date specified in such notice, which date shall be at least fifteen (15) days after the giving of such notice, and, subject to the provisions of Sections 13.03 through 13.09 and Section 16.02 of this Lease, upon the date specified in such notice, this Lease and the Demised Term and all rights of Tenant under this Lease, including any extension options whether or not exercised, and all rights of all persons claiming by, through or under Tenant, shall expire and terminate (except as otherwise provided in this Lease with respect to a Qualified Mortgagee or the Guarantor) unless such Event of Default shall have been cured and be no longer in default as of the date specified in such notice.

Section 16.02. Cessation of Operation. If Tenant should not continuously conduct its riverboat gambling operations on the Riverboat at any time during the Demised Term, whether such cessation is temporary or permanent, voluntary or involuntary, it is agreed that it would be difficult to project the precise loss to be suffered by City because of such cessation of operations. Therefore, City and Tenant have agreed that a fair and equitable advance estimate of the damages City would experience and suffer because of such Event of Default by Tenant would be in the amount of Twenty-five Thousand Dollars ($25,000) per day during any such period of non-operation until the natural expiration date of the Demised Term or until City obtains a replacement tenant that conducts gaming operations from the Leased Premises upon terms and conditions no less favorable to City than those set forth in this Lease. City shall exert commercially reasonable efforts to procure such a replacement tenant. In the event of the cessation of the riverboat gambling operations, City shall be entitled to collect such amounts from Tenant as liquidated damages notwithstanding the fact that the cessation of such operations may result from termination of this Lease by City because of an Event of Default by Tenant. If the cessation of operations is a result of an occurrence constituting a Force Majeure event as defined in Section 21.04, Tenant shall not be required to pay the foregoing daily liquidated damages, but Tenant shall continue to pay the Guaranteed Minimum Rental until the expiration of the Demised Term or until a replacement tenant commences the payment of rent.

Section 16.03. Rights on Termination. Upon any such expiration or termination of this Lease, Tenant shall quit and peacefully surrender the Leased Premises to City, and City, upon

or at any such expiration or termination, may, without further notice, enter upon and re-enter the Leased Premises and possess and repossess itself thereof, by force, summary proceedings, ejectment or otherwise, and may dispossess Tenant and remove Tenant and all other persons and property from the Leased Premises and may have, hold and enjoy the Leased Premises and the right to receive all rental income of and from the same free of any claims thereto by any person, firm or corporation claiming by, through and under Tenant except as an offset to the liquidated damages pursuant to Section 16.02 hereof. The rights of City to the liquidated damages agreed upon in Section 16.02 shall survive a termination of this Lease resulting from an Event of Default.

Section 16.04. Waiver of Notice. Tenant hereby expressly waives, so far as permitted by law, the service of any notice of intention to re-enter provided for in any statute and, except as is herein otherwise provided, Tenant, for and on behalf of itself and all persons claiming through or under Tenant (including any leasehold mortgagee or other creditor), also waives any and all right of redemption or re-entry or repossession in case Tenant shall be dispossessed by a judgment or warrant of any court or judge or in case of re-entry or repossession by City or in case of any expiration or termination of this Lease. The terms “enter,” “re-enter,” “entry” or “re-entry” as used in this Lease are not restricted to their technical legal meanings.

Section 16.05. Right to Enjoin. In the event of any breach or threatened breach by Tenant of any of the agreements, terms, covenants or conditions contained in this Lease, City shall be entitled to enjoin such breach or threatened breach and shall have the right to invoke any right and remedy allowed at law, in equity, or by statute or otherwise as though no specific remedies were provided for in this Lease.

Section 16.06. Non-Waiver. No failure of City to insist upon the strict performance of any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial Rental or partial performance of any other obligation of Tenant during the continuance of any such breach, shall constitute a waiver of any such breach or of such agreement, term, covenant or condition. No agreement, term, covenant or condition hereof to be performed or complied with by Tenant, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by City. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

ARTICLE XVII.

CHARACTER OF LEASE

Section 17.01. Net Lease. This Lease shall be deemed and construed to be a “Net Lease” and Tenant shall pay to City, absolutely net throughout the term of this Lease, the Rental, free of any charges, assessments, Impositions, expenses or deductions of any kind and without abatement, deduction or setoff, and under no circumstances or conditions, whether now

existing or hereafter arising, or whether within or beyond the present contemplation of the parties, shall City be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder, except as herein otherwise expressly set forth; and Tenant agrees that, except as herein otherwise expressly provided, Tenant shall pay all costs, charges and expenses of every king and nature whatsoever against or in connection with the Leased Premises and Improvements thereon which may arise or become due during the term of this Lease, and which, except for the execution and delivery hereof, would or could have been payable by City. All indemnities of Tenant under any portion of this Lease, and any undertaking of Tenant under this Lease that is to be performed after expiration or termination of the Demised Premises, shall survive expiration or termination of the Demised Term and shall continue in full force and effect until fully performed and satisfied.

ARTICLE XVII.

NOTICES

Section 18.01. Manner of Giving. Whenever under this Lease a provision is made for notice of any kind, such notice shall be in writing, and it shall be deemed sufficient service thereof if such notice is given to City and sent by Registered or Certified Mail, postage prepaid, or by a recognized, receipted courier delivery service to:

		Office of the City Controller of the
		City of Evansville, Indiana
		300 Civic Center Complex
		One N.W. Martin Luther King, Jr. Boulevard
		Evansville, IN 47708

With a copy to:		Corporation Counsel of the
		City of Evansville, Indiana
		300 Civic Center Complex
		One N.W. Martin Luther King, Jr. Boulevard
		Evansville, IN 47708

; and if to Tenant:		Aztar Indiana Gaming Corporation
		Vice President Administration
		2390 E. Camelback Road
		Phoenix, AZ 85016

With a copy to:		Stephan E. Weitzel, Esq.
		Ziemer, Stayman, Weitzel & Shoulders
		1507 Old National Bank Building
		Evansville, IN 47706

Either party may change such address for notice by notice given to the other party in the aforesaid manner.

Section. 18.02. Time of Giving. Each notice given in the manner prescribed in Section 17.01 shall be deemed given on the date of its receipt by the party being notified. If any party should refuse to accept delivery of any such notice, such notice shall be deemed to have been given on the date delivery thereof was tendered to addressee.

ARTICLE XIX.

SURRENDER OF POSSESSION

Section 19.01. Surrender in Good Condition. At the expiration of the tenancy created hereunder, whether by lapse of time or otherwise, except as otherwise herein expressly provided, Tenant shall surrender the Leased Premises to City in good condition and repair, reasonable wear and tear only being excepted. Tenant agrees to pay all costs incurred by the City for infrastructure changes to the Leased Premises needed upon the surrender of possession to the City to make the Leased Premises suitable for normal and customary commercial riverfront development. If so directed by City, Tenant shall cause the buildings and other improvements placed on the Leased Premises (or such part thereof as City may direct) to be removed from the Leased Premises and the foundations and other evidence thereof removed.

Section 19.02. Holding Over. In the event Tenant remains in possession of the Leased Premises with the consent of City after the expiration of the tenancy created hereunder, and without the execution of a new lease or an extension of this Lease, it shall be deemed to be occupying the Leased Premises as a tenant from month to month at the same Rental as scheduled to be paid during the next Extended Term had the option therefor been exercised, or as was being paid immediately prior thereto if the holding over occurs after completion of the final Extended Term, and subject to all of the other conditions, provisions and obligations of this Lease insofar as the same are applicable to a month to month tenancy. Such month to month tenancy may be terminated by either party as of the end of any month by the giving of notice of such termination to the other party prior to the beginning of such month at the end of which the tenancy is to terminate. No notice need be given by City to Tenant for termination of the tenancy as of the end of the Demised Term, but such notice to terminate need be given only in the event of the continuation of the possession of Tenant after the end of the Demised Term with express consent of City.

ARTICLE XX.

CERTIFICATES BY CITY AND TENANT

Section 20.01. Tenant’s Certificates. Tenant agrees at any time and from time to time upon not less than ten (10) days’ prior written notice by City to execute, acknowledge and deliver to City a statement in writing setting forth the Rental payable during the balance of the

Original Term of the Lease and during each Extended Term and certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), and the dates to which the Rental has been paid, and stating (to the best knowledge of Tenant) whether or not as to both City and Tenant, either is in default in keeping, observing or performing any of the terms contained in this Lease and, if in default, specifying each such default, and also a statement specifying which options for Extended Terms have been exercised, if any. It is intended that any such statement delivered pursuant to this Section 20.01 may be relied upon by City or any prospective purchaser of the fee or any fee mortgagee or any assignee of any fee mortgagee, but reliance on such certificate may not extend to any default of City as to which Tenant shall have no actual knowledge.

Section 20.02. City Certificates. City agrees at any time and from time to time upon not less than twenty (20) days’ prior written notice by Tenant or by any Qualified Mortgagee to execute, acknowledge and deliver to Tenant or to any Qualified Mortgagee a statement in writing setting forth the Rental payable during the balance of the Original Term and during each Extended Term and certifying that this Lease is unmodified and in full force and effect (or if there shall have been modifications that the Lease is in full force and effect as modified and stating the modifications) and the dates to which the Rental has been paid, and stating whether or not to the best knowledge of City, Tenant is in default in keeping, observing or performing any of the terms contained in this Lease and, if Tenant shall be in default, specifying each such default of which City may have knowledge, and also a statement specifying which options for Extended Terms have been exercised, if any. It is intended that any such statement delivered pursuant to this Section 20.02 may be relied upon by any prospective Qualified Mortgagee or any assignee of any such mortgagee, but reliance on such certificate may not extend to any default of Tenant as to which City shall have had no actual knowledge.

ARTICLE XXI.

MISCELLANEOUS PROVISIONS

Section 21.01. Remedies Cumulative — Non-Waiver. The various rights and remedies herein contained and reserved to each of the parties shall not be considered exclusive of any other right or remedy of such party but shall be construed as cumulative and shall be in addition to every other remedy now or hereafter existing at law, in equity, by statute, or by any other portion of this Lease, and said rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion therefor arises. No delay or omission to exercise any right or power by either party shall impair any such right or power, or be construed as a waiver of any default or as acquiescence therein. One or more waivers of any covenant, term or condition of this Lease by either party shall not be construed by the other party as a waiver of a subsequent or continuing breach of the same covenant, term or condition. The acceptance by City of partial performance of the obligations of Tenant, even after the commencement of any action based upon the nonperformance of the obligations so partially performed, shall serve to waive such performance or extend the time therefor; and the acceptance of such partial

performance shall in no way bar, abate or affect any action at law or in equity theretofore or thereafter commenced by City as a result of such non-performance. All liabilities and obligations of Tenant hereunder shall be performed or paid without relief from valuation or appraisement laws.

Section 21.02. Governing Law. The laws of the State of Indiana shall govern the validity, performance and enforcement of this Lease.

Section 21.03. Time of the Essence. Wherever in this Lease an act is to be performed within a specified amount of time, time shall be deemed to be of the essence, subject, however, to the provisions of Section 21.04 hereof.

Section 21.04. Force Majeure. The term “Force Majeure” as used herein shall mean any and all causes beyond the control and without the fault or negligence of the party failing to perform which could not reasonably have been avoided or prevented, including but not limited to, acts of God, adverse weather, casualties, the presence of material environmental contamination requiring approval of governmental authorities of a remediation plan, acts of the public enemy, insurrections, riots, labor disputes, boycotts, labor and material shortages, fires, explosions, floods, breakdowns of or damage to equipment or facilities, interruptions to transportation, embargoes, acts of military authorities, acts of government, and acts of civil authorities (including courts and administrative agencies having competent jurisdiction) concerning the Project, the illegality of the Gambling Law coupled with a stay of action, or the illegality of riverboat gaming operations coupled with a stay of action, or other causes of a similar nature, to the extent such cause prevents the development, construction or operation of the Project, the Riverboat or a riverboat gaming operation. However, the failure to obtain debt financing or equity investment by Tenant shall in no case or for any reason constitute Force Majeure. If, because of a verifiable condition of Force Majeure, either party hereto is unable to carry out any of its obligations under this Agreement (other than the obligation of a party to pay money due and owing at the time of the Force Majeure event) and if such party shall promptly give to the other party written notice of such Force Majeure, then the obligation of the party giving such notice shall be suspended to the extent necessary by such Force Majeure and during its continuance; provided, however, that the party giving such notice shall use its best commercially reasonable efforts to eliminate such Force Majeure event insofar as possible with a minimum of delay. During a period in which a condition of Force Majeure is invoked by Tenant, the period for the Tenant’s performance of any obligation hereunder (other than the obligation to pay money due and owing at the time of the Force Majeure event) shall be extended to the extent of the duration of the continuance of the Force Majeure event. If the condition of Force Majeure shall continue unabated for a period of more than six (6) months, either party may terminate this Lease upon thirty (30) days’ notice to the other. In the event City exercises such right of termination, this Lease shall end, and Tenant’s obligation to pay Rental shall cease. In the event Tenant exercises such right of termination, Tenant shall continue to be liable for the payment of the Guaranteed Minimum Rental until the original expiration date of its gaming license in effect at the commencement of the Force Majeure period or until a replacement tenant as described in Section 16.02 commences the payment of rent.

Section 21.05. Severability. If any term or provision of this Lease or its application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to the persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

Section 21.06. Comments and Approvals. Whenever in this Lease City’s approval or consent is required, such approval or consent shall be required to be in writing. It is distinctly understood and agreed that the granting of any approval or consent by City to Tenant to perform any act of Tenant requiring City’s approval or consent under the terms of this Lease, or the failure on the part of City to object to any such action taken by Tenant without City’s approval or consent, shall not be deemed a waiver by City of its rights to require such approval or consent for any further similar act by Tenant, and Tenant hereby expressly covenants and warrants that as to all matters requiring City’s approval or consent under the terms of this Lease, Tenant shall secure such approval or consent for each and every happening of the event requiring such approval or consent, and shall not claim any waiver on the part of City of the requirement to secure such approval or consent. Notwithstanding anything to the contrary contained in this Lease, if any provision of this Lease expressly or impliedly obligates City not to unreasonably withhold its consent or approval, an action for declaratory judgment or specific performance will be Tenant’s sole right and remedy in any dispute as to whether City has breached such obligation.

Section 21.07. Captions. The parties mutually agree that the headings and captions of the various Articles and Sections contained in this Lease are inserted for convenience of reference only, and are not intended to define, limit or construe the contents of the Articles or Sections to which they refer.

Section 21.08. Interpretation. As used herein the word “including” shall mean “including but not limited to”, and the phrase “shall include” or any other phrase of the same or similar import shall mean “shall include, but not be limited to”. All schedules or exhibits to this Lease are hereby incorporated herein and form a part hereof. Whenever Tenant is obligated to pay or reimburse City for any attorneys’ fees, those fees shall include the reasonable allocated cost for services of attorneys on the staff and payroll of the City.

Section 21.09. Guaranty. This Lease shall not be binding upon City or grant any rights to Tenant until the Guaranty attached hereto and forming a part hereof has been executed by Guarantor.

Section 21.10. Written Integration. All negotiations, considerations, representations and understanding between the parties hereto are incorporated herein, and this Lease may be modified or altered only by agreement in writing signed by the party to be bound. In the event of any inconsistencies between this Lease and the Project Agreement, this Lease shall be the controlling document.

Section 21.11 Agreement Binding on Successors. The covenants, agreements and obligations herein contained shall extend to, bind and inure to the benefit not only of the parties hereto, but their respective successors and assigns, except to the extent specifically herein provided otherwise. No consent to any assignment or sublease by Tenant is to be implied as a result of Section 21.11. This Lease, or a mutually acceptable memorandum hereof, shall be recorded in the Vanderburgh County Recorder’s Office.

IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in their respective names in several counterparts, each of which shall be deemed an original instrument, as of the day and year hereinabove first written.

	AZTAR INDIANA GAMING CORPORATION

	By	/s/ [ILLEGIBLE]
	Its	Vice President

	REDEVELOPMENT COMMISSION
	of the City of Evansville, Indiana

	By	/s/ [ILLEGIBLE]
		Vice-President

	ATTEST:

		/s/ [ILLEGIBLE]
		Secretary

This instrument was prepared by John A. Grayson, Ice Miller Donadio & Ryan, One American Square, Box 82001, Indianapolis, Indiana 46282-0002; telephone (317) 236-2100.

38A

State of Indiana	}
	} SS:
County of Vanderburgh	}

BEFORE ME, a Notary Public, personally appeared the within named Alphonza “Pete” Watkins and Remig Fehn, as Vice-President and Secretary, respectively, of the Redevelopment Commission of the City of Evansville, and acknowledged the execution of the above and foregoing Lease as a voluntary act and deed.

WITNESS my hand and Notary Seal this 4th day of April, 1995.

		/s/ Mary C. Arnold
		Mary C. Arnold, Notary Public

My Commission Expires: February 19, 1999		A resident of Vanderburgh County, Indiana

State of Arizona	}
	} SS:
County of Maricopa	}

BEFORE ME, a Notary Public, personally appeared the within named Robert M. Haddock, acting in his capacity as Vice President of Aztar Indiana Gaming Corporation, and acknowledged the execution of the above and foregoing Lease as a voluntary act and deed.

WITNESS my hand and Notary Seal this 2nd day of May, 1995.

	/s/ Monika S. Hald
	Notary Signature

	Monika S. Hald
	Printed Name of Notary

My Commission Expires: 8/30/1998	A resident of Maricopa County,

	State of Arizona

38B

Exhibit 10.7(A)

AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENDMENT TO EVANSVILLE RIVERBOAT LANDING LEASE (“Amendment”) is made on December , 2002, and effective as of December 1, 2001, by and among the City of Evansville, Indiana (“City”) acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), and Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”). As used herein, the term “Local Government” refers to the City, and the Commission.

RECITALS

A. Aztar Indiana Gaming Corporation, an Indiana corporation (“Aztar Indiana Corp.”), the Guarantor and the Local Government entered into that certain Project Agreement made as of June 29, 1994, which was subsequently amended by a First Amendment to Project Agreement made as of December 3, 1996 (together the “Project Agreement”). The Project Agreement provided for development of a riverboat casino and hotel with related facilities (the “Project”), and further provided the terms for a lease from the Commission to Aztar Indiana Corp. for certain riverfront property, all subject to issuance of a gaming license by the Indiana Gaming Commission.

B. The City, acting by and through the Commission, and Aztar Indiana Corp. entered into that certain Evansville Riverboat Landing Lease (the “Lease”) made as of May 2, 1995, and recorded on May 5, 1995, in Lease Drawer 2, Card No. 2189, in the records of the Recorder of Vanderburgh County, Indiana, for riverfront property to be used under the Project Agreement for an initial term of ten (10) years (the “Original Term”).

C. Guarantor guaranteed the performance of all obligations of Aztar Indiana Corp. under the Project Agreement and the Lease.

D. Effective December 31, 1999, with the consent of the Commission, Aztar Indiana Corp. assigned its right, title and interest under the Project Agreement and the Lease to Aztar Indiana, which assumed the obligations of Aztar Indiana Corp., with the consent of Local Government and the Guarantor.

E. Under the terms of the Lease, the Percentage Rent increased in Lease Year Six (6) of the Lease which commenced on December 1, 2000.

F. In furtherance of the objectives of the Act and the Downtown Redevelopment Area Plan, and in order to address other development needs within the City, the Commission desires to promote and facilitate further economic development projects in the City of Evansville, some of which likely shall be in the vicinity of the Project Area (the “Development Projects”), in order to enhance the level of economic benefits to the City.

G. The Commission desires to continue receiving rentals on the same basis as such amounts were paid during Lease Years One (1) through Five (5), but to permit the increase in Percentage Rent to be applied to the design, development and construction of the Development Projects.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Commission, Aztar Indiana and the Guarantor agree to amend the Lease as follows. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.

1. Amendment of Rent Schedule . The Percentage Rent and Rental in Schedule 4.01 of the Lease shall be modified and amended as set forth below. It is the intent of this Agreement to divide the Percentage Rent and Rental due under the Lease for Lease Years Seven (7) through Ten (10) into two categories, Base Percentage Rent and Excess Percentage Rent, which when combined will equal the Percentage Rent and Rental otherwise due under the Lease.

(a) Base Percentage Rent .

(i) Definition . Commencing at the beginning of Lease Year Seven (7), the Percentage Rent for the balance of the Original Term shall be calculated in the same manner as for the initial five (5) Lease Years (i.e., two percent of the AGR for the Lease Year up to $50,000,000, plus three percent of the AGR for the Lease Year that is in excess of $50,000,000). In Lease Years Seven (7) through Ten (10), such amount as so calculated shall be referred to as the “Base Percentage Rent.”

(ii) Payment . Aztar Indiana shall continue to pay Base Percentage Rent for Lease Years Seven (7) through Ten (10) in accordance with the terms of the Lease, as amended hereby, and the past practices of the parties.

(b) Calculation of Excess Percentage Rent . Commencing at the beginning of Lease Year Seven (7), the Percentage Rent for the balance of the Original Term shall also be calculated and determined on an annual basis, at the end of each Lease Year, in the manner set forth in Schedule 4.01 of the Lease for the remaining four years of the Original Term, which constitute Lease Years Seven (7) through Ten (10). Such amount shall be deemed to accrue as of the end of the applicable Lease Year, and as so calculated shall be referred to as the “Schedule 4.01 Percentage Rent.” The difference between the Schedule 4.01 Percentage Rent and Base Percentage Rent shall be referred to herein as the “Excess Percentage Rent.” For purposes of this Amendment, the term Excess Percentage Rent means only the difference between Schedule 4.01 Percentage Rent and Base Percentage Rent occurring during Lease Years Seven (7) through Ten (10), inclusive.

(i) City of Evansville Capital Development Fund . Excess Percentage Rent shall be made available for Development Projects as the “City of Evansville Capital Development Fund,” which shall be separately accounted for in the records of Aztar Indiana. Excess Percentage Rent

shall be accrued for in the records of Aztar Indiana, and paid or offset by Credits (as defined below) at the times and in the amounts described herein.

(ii) Credits . Excess Percentage Rent liability accounted for in the City of Evansville Capital Development Fund shall be subject to offset for credits allowable with respect to payments/investments made by Aztar Indiana in Eligible Costs (as defined herein) for the Development Projects, and other direct payments of certain Excess Percentage Rent to the Commission as provided herein (the “Credits”).

(iii) Final Payment . If the Credits earned by Aztar Indiana as of the end of Lease Year Ten (10) are less than the aggregate accrued Excess Percentage Rent (such difference, the “Final Balance”), the Final Balance of Excess Percentage Rent shall be paid at the end of Lease Year Ten (10), except for balances for which Credits may be earned during the two years following the expiration of the Original Term with respect to Aztar Development Projects pursuant to requirements set forth in Section 2(a)(ii) . With respect to that portion of the Final Balance, such amounts shall be remitted at the end of each of the two years following the expiration of the Original Term, respectively, if corresponding Credits have not been earned pursuant to the requirements set forth in Section 2(a)(ii) .

(d) Calculation of Credits and Investment Ratios and Confirmation .

(i) General Development Projects . Aztar Indiana shall receive Credits against Excess Percentage Rent, calculated at the rate of $1.00 for each $1.00 invested by Aztar Indiana in or paid to the Commission, the Commission’s designee, or a party approved by the Commission for Eligible Costs with respect to General Development Projects (as defined herein), including the Stadium Project (as defined herein).

(ii) Aztar Development Projects . Aztar Indiana shall receive Credits against Excess Percentage Rent, calculated at the rate of $1.00 for each $2.50 invested by Aztar Indiana in Eligible Costs for Aztar Development Projects (as defined herein).

(iii) Additional Credit. If the Stadium Land Lease (as defined herein) is executed and Aztar Indiana acquires additional real estate to accommodate Aztar Development Projects, irrespective of Credits earned under Section 1(d)(ii) above, Aztar Indiana shall receive additional Credits in an amount up to the amount of funds expended by Aztar Indiana in connection with such real estate acquisition, not to exceed Three Hundred Thousand Dollars ($300,000); provided that such additional Credits shall not be available until either Aztar Indiana has incurred Committed Expenditures (as defined herein) for Aztar Development Projects in excess of Fifteen Million Dollars ($15,000,000), or total accrued Excess Percentage Rent, prior to application of any Credits available under this Amendment,

exceeds by Sixteen Million Dollars ($16,000,000) the amount of the Credits to be claimed under this Section 1(d)(iii).

(iv) Confirmation of Expenditures . As directed by the Commission, Aztar Indiana shall supply copies of invoices, receipts or other reasonable documentary evidence related to sums expended to earn Credits, in addition to the items contemplated in Section 1(f) below.

(e) Limitation on Credits per Development Project Category; Required Payments and Other Accommodations for Stadium Project.

(i) Allocation . Credits available to be earned with respect to General Development Projects and Aztar Development Projects shall not exceed the limitations described below:

(A) General . Excess Percentage Rent shall be allocated one-half for General Development Projects, and one-half for Aztar Development Projects; provided that, as set forth in clause 1(e)(ii)(A) below, if the General Development Project is the Stadium Project then Aztar will provide minimum funding of Ten Million Dollars ($10,000,000), irrespective of accrued Excess Percentage Rent allocated for General Development Projects. Further, up to an additional Two Million Dollars ($2,000,000) may be reallocated from Aztar Development Projects to the extent Excess Percentage Rent exceeds Eighteen Million Three Hundred Thousand Dollars ($18,300,000), as further described in clause 1(e)(i)(B) below.

(B) Special Allocation . In the event the City proceeds with the Stadium Project and Excess Percentage Rent has accrued in excess of Eighteen Million Three Hundred Thousand Dollars ($18,300,000) the Commission may, after exhausting on the Stadium Project the first Ten Million Dollars ($10,000,000) it may demand pursuant to Section 1(e)(ii)(A), require that certain Excess Percentage Rent otherwise allocable for Aztar Development Projects be reallocated to General Development Projects for payment of Eligible Costs related to the Stadium Project. The maximum amount of Excess Percentage Rent permitted to be reallocated hereunder is Two Million Dollars ($2,000,000), and no reallocation may occur to the extent it results in less than Eight Million Three Hundred Thousand Dollars ($8,300,000) being allocated for Aztar Development Projects. Such reallocation shall also not occur except upon presentation of evidence that qualifying Eligible Costs not paid from the initial Ten Million Dollars ($10,000,000) referred to above have been incurred or are otherwise due and owing, including repayment of bonds. Any demand for reallocation must be made on or before the conclusion of Lease Year Ten (10). In the event of any such reallocation,

Excess Percentage Rent exceeding Twenty Million Three Hundred Thousands Dollars ($20,300,000) shall be exclusively allocated for Aztar Development Projects, up to the up to Two Million Dollar ($2,000,000) amount previously reallocated for the Stadium Project. Thereafter, any remaining Excess Percentage Rent shall be allocated equally for General Development Projects and Aztar Development Projects.

(ii) Required Payments and Accommodations for Stadium Project .

(A) Payment . Notwithstanding whether sufficient Excess Percentage Rent has accrued, in the event that the City shall give notice to Aztar Indiana that the City has made a final and definitive decision to proceed with the Stadium Project as the General Development Project (a “Stadium Notice”), Aztar Indiana shall, upon the request of the Commission and upon presentation of evidence that Eligible Costs with respect to the Stadium Project have been incurred or are otherwise due and owing, pay to the Commission in exchange for dollar-per-dollar Credits an amount equal to such Eligible Costs, up to a maximum of Ten Million Dollars ($10,000,000). Such payment obligation shall be absolute, and amounts paid shall not be subject to refund if insufficient Excess Percentage Rent ultimately accrues, but any excess Credits shall apply to reduce the balance allocated for Aztar Development Projects. Except as set forth in the following sentence, Aztar Indiana shall have no payment obligation under this clause 1(e)(ii)(A) if Aztar Indiana has not received a Stadium Notice on or before December 31, 2003. Notwithstanding the foregoing, the City may request and Aztar Indiana shall pay to the City, in exchange for dollar-per-dollar Credits against Excess Percentage Rent, a portion of such Ten Million Dollars ($10,000,000) set forth above prior to delivery of the Stadium Notice. Such portion shall be applied against Eligible Costs with respect to the proposed Stadium Project in the form of land acquisition or preliminary costs (excluding construction costs), such as feasibility studies and professional costs.

B. Land Use . Aztar Indiana agrees that if the City makes a final and definitive decision by December 31, 2003 to proceed with the Stadium Project as the General Development Project, Aztar Indiana shall lease to the Commission or its designee for use in connection with the Stadium Project what the parties presently estimate to be three and forty-six one hundredths (3.46) acres of land located on the Northwestern portion of the approximately seven (7) acre parcel presently owned by Aztar Indiana in the vicinity of the Project Area, and bounded on the south by the south edge of the vacated First Street right-of-way. The actual acreage of such leased land shall be determined by the actual acreage

within the boundaries described above. Such lease (the “Stadium Land Lease”) shall contain mutually acceptable customary terms, but in any event the term shall be forty (40) years and rental shall be one dollar ($1.00) per year. The landlord under the Stadium Land Lease shall pay all required ad valorem real estate taxes on the unimproved land and the Stadium Land Lease shall contain customary covenants of possession and quiet enjoyment for the benefit of the tenant. The tenant under the Stadium Land Lease shall pay all taxes related to any improvements, and the tenant shall maintain or cause to be maintained primary insurance as reasonably required by the landlord to insure the landlord under the Stadium Land Lease against all liability related to the Stadium Project or operations or uses on the land described in the Stadium Land Lease. Such requirements shall include that all insurers be duly licensed and possess at all relevant times an AM Best, Inc. rating of A-, VII or better or if unlicensed, be an admitted surplus lines carrier, that such coverage include workers compensation insurance, commercial general liability covering bodily injury, broad form property damage, personal injury, blanket contractual liability, independent contractors, products and completed operations, and liquor coverage, commercial/business automobile liability, and umbrella excess liability. Policy amounts shall be subject to change from time to time based upon the landlord’s requirements to be fully insured and reflect changes in economic and risk circumstances, but shall initially be One Million Dollars ($1,000,000) for worker’s compensation, One Million Dollars ($1,000,000) each occurrence and general aggregate limit for commercial general liability, One Million Dollars ($1,000,000) for commercial/business automobile liability, and Two Million Dollars ($2,000,000) for umbrella/excess liability. The Stadium Land Lease shall also provide for customary events of default, remedies, and reasonable cure periods, and shall include as an event of default the taking by eminent domain or similar process any of such approximately seven (7) acres described above not subject to the Stadium Land Lease, together with any adjacent or proximately located land acquired by Aztar Indiana or an affiliate prior to December 1, 2007 for Aztar Development Projects (collectively, the “Remaining Property”). Subject to necessary design components of the Stadium Project, the parties shall cooperate on matters of ingress and egress between the Stadium Project, Aztar Development Projects, and other Aztar Indiana facilities. The Stadium Land Lease shall contain an option for the tenant to purchase the leased land at anytime during the Stadium Land Lease at fair market value as established at the time the Stadium Land Lease is executed. Fair market value shall be determined on the basis of an average of two appraisals, one commissioned by the Commission and conducted by David Matthews and one commissioned by Aztar Indiana and conducted by William

Bartlett, which appraisals shall be conducted prior to the execution of the lease. Upon the execution of the Stadium Land Lease, a short form memorandum thereof, suitable for recording, shall be placed of record. If the purchase option is exercised, the deed conveying such property shall be subject to a restrictive covenant of reversion in the event of a subsequent exercise of eminent domain or similar process against any portion of the Remaining Property, which covenant shall terminate on the forty (40) year anniversary of the execution of the Stadium Land Lease.

C. Relocation of Flood Wall . In the event the existing flood wall is relocated in connection with the Stadium Project, Aztar Indiana shall have no financial responsibility for such relocation, but Aztar Indiana shall retain the right to reasonably approve the design and location of the relocated flood wall, such approval to be predicated upon Aztar Indiana’s interest in preserving the utility and value of the Remaining Property and Aztar Indiana’s existing facilities. It is the preference of Aztar Indiana that the flood wall be relocated to the South side of Riverside Drive, which Local Government shall make a good faith effort to accommodate. In any event, any flood wall relocated along the North or South side of Riverside Drive shall be designed in appearance similarly to the renovated flood wall located at the Dress Plaza/Riverfront esplanade.

D. Stadium Project Defined . For purposes of this Amendment, the term “Stadium Project” means the construction and equipping of a stadium for use by an affiliated minor league baseball club and other community purposes, as outlined in the “Report to the Mayor of Evansville on the Feasibility of a Downtown Baseball Stadium,” dated October 1, 2002, presented by the Mayor’s Baseball Study Committee.

(f) Verification of Expenditures, Excess Percentage Rent and Credits . Within twenty (20) days after the end of each month during the Original Term and each month thereafter until the Final Balance has been paid in full or recouped through Credits, Aztar Indiana shall deliver to the Commission a statement showing in reasonable detail the amount and category of all expenditures made in respect of Development Projects during the prior month and to date on a cumulative basis for each Development Project separately and for all Development Projects collectively. Such statement also shall include a calculation of anticipated Excess Percentage Rent, anticipated remaining Excess Percentage Rent and Credits accumulated during the prior month and to date on a cumulative basis. Such statement shall be certified by the chief financial officer of Aztar Indiana to be true, correct and complete.

2. Concerning the Development Projects . As further set forth below, the Commission and Aztar Indiana commit and agree to proceed in good faith to identify and approve Development Projects during the Original Term and subsequent periods as contemplated

in Section 2(a)(ii) below, subject to the following terms and provisions which shall apply to the identification, approval, development and administration of the Development Projects by Aztar Indiana and the Commission or its designated agent:

(a) Categories . The Commission has identified the following categories of Development Projects which will entitle Aztar Indiana to receive Credits against Excess Percentage Rent in exchange for investment by Aztar Indiana in or payments made with respect to the Eligible Costs of Development Projects:

(i) General Development Projects . The Commission desires to create jobs, increase tax revenues, provide direct economic benefits and promote tourism and additional economic development by promoting the construction or acquisition of real estate or facilities or capital projects to be owned by the City, the Commission, or parties approved by the Commission (the “General Development Project(s)”). The parties presently contemplate that the Stadium Project will be the General Development Project and funding thereof will occur as set forth in Section 1(e)(ii)(A). In the event the Stadium Project does not proceed as contemplated, the parties shall agree in good faith on alternative General Development Projects and the funding thereof from allocated Excess Percentage Rent, but the balance of this Amendment shall not be affected.

(ii) Aztar Development Projects . In order to create jobs, increase tax revenues, provide direct economic benefits and promote tourism and economic development, the Commission desires to support certain Development Projects which Aztar Indiana might propose to construct upon the approximately seven acre parcel currently owned by Aztar Indiana contiguous to the Project Area or upon any other parcels of real estate which Aztar Indiana might acquire in the vicinity of the Project Area (all such parcels are referred to herein as the “Development Real Estate”). The types of facilities contemplated for development upon and about the Development Real Estate include the construction of new facilities or square footage expansions of existing Aztar Indiana facilities to constitute hotels, restaurants, entertainment facilities, conference facilities and other related tourism facilities (the “Aztar Development Projects”). Aztar Indiana, or its designee, shall own and shall be solely responsible for the selection, acquisition, design, development, construction, operation, maintenance and repair of the types of facilities constituting Aztar Development Projects. Aztar Indiana shall use good faith efforts to announce its first project by April 1, 2003 and break ground by October 1, 2003. Aztar Indiana will either incur Committed Expenditures (as defined below) that correlate to Two Million Dollars ($2,000,000) of Credits under Section 1(d)(ii) (i.e., Five Million Dollars ($5,000,000) of Committed Expenditures in each of the years ending November 30, 2003, 2004 and 2005 or pay with respect to Excess Percentage Rent at the end of each such year the correlated amount to which Committed Expenditures do not meet the applicable target amount, provided that under no circumstance shall such payment be required until

such payments, when added to the initial Ten Million Dollars ($10,000,000) available for the Stadium Project equal the total amount of accrued Excess Percentage Rent. Committed Expenditures incurred in a year that correlate to Credits in excess of Two Million Dollars ($2,000,000) shall carry forward to subsequent years to apply against any shortfall otherwise occurring in such year. With respect to any final balance of Excess Percentage Rent allocated for Aztar Development Projects as of November 30, 2005 that has not been offset by Credits or otherwise paid, Aztar Indiana shall either incur Committed Expenditures that correlate to Credits or pay such portion of the final balance during the years ending November 30, 2006 and 2007 as follows: one-half in the year ended November 30, 2006 and one-half in the year ended November 30, 2007. For purposes hereof, “Committed Expenditures” means Eligible Costs paid or contractually committed with respect to Aztar Development Projects.

(b) Eligible Costs . Those types of fees, costs, and expenses which Aztar Indiana agrees to advance in connection with the Development Projects and which will entitle Aztar Indiana to receive Credits against Excess Percentage Rent shall include direct payment or reimbursement of all reasonable and customary fees, costs and expenses associated with feasibility studies, design, development, real estate acquisition, construction, installation and equipping of potential Development Projects, and all reasonable and customary fees, costs and charges for architects, engineers, attorneys, consultants, contractors, vendors, suppliers, surveyors, title evidence, permits, licenses and other related requirements with respect to Development Projects, and repayment of indebtedness of the City or the Commission incurred to finance any of the foregoing (“Eligible Costs”); provided, however, that with respect to Aztar Development Projects, Eligible Costs shall not include any management fees paid by Aztar Indiana to third party operators of such projects.

(c) Project and Design Approval . In general, the nature and design of all Aztar Development Projects shall be subject to the approval of the Commission or its designated agent, who shall not unreasonably withhold consent to a design proposal of Aztar Indiana. Each such approval shall be in writing, and shall include, but otherwise be generally limited to, approval of (i) the scope of the proposed development, (ii) general aspects of the design of facilities, including elevations, and (iii) the reasonable use of the facility to assure conformity with community standards. Each such approval may also, at the direction of the Commission, set forth a listing of operations and uses that do not conform to community standards, and set forth reasonable recourse if a non-conforming operation or use is introduced within a designated period of time. The Commission or its designated agent shall control the nature and design of all General Development Projects. As part of the review and approval of Aztar Development Projects, Aztar Indiana shall provide to the City or its designated agent estimates of the Eligible Costs by general category (such as construction costs, professional costs, site acquisition, construction contingency). Prior to incurring any costs or expenses on a Development Project, Aztar Indiana and the

Commission shall agree upon a proposed budget for each general category of expense for such project, including a reasonable contingency for unanticipated construction costs, which will include a maximum permitted amount that will qualify as Eligible Costs pursuant to this section (the “Maximum Budget Amount”). Aztar Indiana will receive Credits only with respect to Eligible Costs that equal the lesser of (i) the Maximum Budget Amount, or (ii) the actual costs incurred (if less than the Maximum Budget Amount), for such Development Project.

(d) Further Assurances . The Commission and Aztar Indiana agree to execute such documents and instruments, and to take such actions, as either party reasonably may require to carry out the purpose and intent of this Amendment concerning the design, development and construction of the Development Projects.

3. Lease in Full Force and Effect . Except as expressly amended by this Amendment, the Lease shall remain unchanged and in full force and effect, as amended herein.

4. Affirmation of Guaranty . Guarantor hereby unconditionally guarantees and promises to perform and reaffirms its obligations under the Lease, as amended by this Amendment, and acknowledges that the Guaranty secures the obligations of Aztar Indiana set forth in this Amendment, particularly with respect to the City of Evansville Capital Development Fund and the payment of the Final Balance.

5. Third Party Approvals . This Amendment is subject to approval by any lender to Aztar Indiana or to Guarantor and by the Indiana Gaming Commission, if required.

6. Authorization . The Parties respectively represent to one another that the execution, delivery and performance of this Amendment have been duly authorized and this Amendment constitutes the legally binding obligation of the respective Parties.

7. Definitions . All of the capitalized terms used herein, but not defined in this Amendment, shall have the meaning set forth in the Project Agreement and the Lease.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment as of the day and year first above written.

AZTAR INDIANA GAMING COMPANY, LLC		AZTAR CORPORATION

By:	/s/ James L. Brown	By:	/s/ Robert M. Haddock
Printed:	JAMES L. BROWN	Printed:	Robert M. Haddock
Title:	PRESIDENT/GM	Title:	President & CFO

REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

Exhibit 10.7(B)

SECOND AMENDMENT TO LEASE AGREEMENT

THIS SECOND AMENDMENT TO EVANSVILLE RIVERBOAT LANDING LEASE (“Second Amendment”) is made on August 27 th , 2003, and effective as of December 1, 2001, by and among the City of Evansville, Indiana acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

B. Section 2(a)(i) of the First Amendment contemplates that in the event the Stadium Project does not proceed as the sole General Development Project, the parties shall agree in good faith on additional General Development Projects and the funding thereof, and Aztar is willing to confirm guaranteed funding commitments for additional General Development Projects, as set forth herein.

1. Additional General Development Projects . Notwithstanding whether sufficient Excess Percentage Rent has accrued, Aztar Indiana shall make available, in exchange for Credits, $10,000,000 of aggregate minimum funding for General Development Projects. Such payment obligation shall be absolute, and amounts paid shall not be subject to refund if insufficient Excess Percentage Rent ultimately accrues, but any excess Credits shall apply to reduce the balance allocated for Aztar Development Projects. Such funds shall be disbursed to the Commission upon request to pay or reimburse itself for Eligible Costs of General Development Project(s) that are due and owing or have been paid.

2. Confirmation . The Lease, to the extent not inconsistent with the terms hereof, is hereby confirmed.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Second Amendment as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC

By:	/s/ James L. Brown	By:	/s/ Robert M. Haddock
Printed:	James L. Brown	Printed:	Robert M. Haddock
Title:	Pres./GM	Title:	President & CFO

REDEVELOPMENT COMMISSION OF THE
CITY OF EVANSVILLE, INDIANA

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

Exhibit 10.7(C)

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (“Agreement”), is made on December 21, 2004, and effective as of December 1, 2004, by and among the City of Evansville, Indiana acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

A. The Commission, Aztar Indiana and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), and as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment,” and collectively with the Original Lease and the First Amendment, the “Lease”).

B. Section 2.04 of the Original Lease provides that options in favor of the Tenant to extend the terms of the Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options at least one (1) year prior to the expiration of the Original Term or prior Extended Term, as the case may be.

1. Exercise of Option to Extend . Section 2.04 of the Original Lease is hereby amended in its entirety to read as follows:

“Section 2.04. Exercise of Option to Extend. The options to extend the term of this Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options in the manner hereinafter specified for notices at least two hundred seventy (270) days prior to the expiration of the Original Term or prior Extended Term, as the case may be. The failure of Tenant to give such notice within the time limited shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for the succeeding Extended Term. The giving of notice of the relinquishment of an option to extend the term at least two hundred seventy (270) days prior to the expiration of the preceding term shall cause such Extended Term and any succeeding Extended Terms to lapse and become null and void and

of no further force or effect, and this Lease and all rights of Tenant hereunder shall expire and terminate as of the end of the Original Term or Extended Term, as the case may be.”

2. Confirmation . The Lease, to the extent not inconsistent with the terms hereof, is hereby confirmed.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Second Amendment as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC

By:	/s/ James L. Brown	By:	/s/ Robert Haddock
Printed:	James L. Brown	Printed:	Robert Haddock
Title:	Pres./GM	Title:	Pres./CFO

REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

Exhibit 10.7(D)

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (“Agreement”), is made on March 15, 2005, by and among the City of Evansville, Indiana acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

A. The Commission, Aztar Indiana and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment”), and as further amended by that certain Memorandum of Understanding made effective as of December 1, 2004 (the “MOU,” and collectively with the Original Lease, the First Amendment and the Second Amendment, the “Lease”).

B. Section 2.04 of the Original Lease, as amended by the MOU, provides that options in favor of the Tenant to extend the terms of the Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options at least two hundred seventy (270) days prior to the expiration of the Original Term or prior Extended Term, as the case may be.

1. Exercise of Option to Extend . Section 2.04 of the Original Lease, as amended by the MOU, is hereby amended in its entirety to read as follows:

“Section 2.04. Exercise of Option to Extend. The options to extend the term of this Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options in the manner hereinafter specified for notices not later than May 16, 2005, prior to the expiration of the Original Term or at least two hundred thirty-five days (235) days prior to the expiration of the prior Extended Term, as the case may be. The failure of Tenant to give such notice within the time limited shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for the succeeding Extended Term. The giving of notice of the relinquishment of an option to extend the term within the specified time periods

prior to the expiration of the preceding term shall cause such Extended Term and any succeeding Extended Terms to lapse and become null and void and of no further force or effect, and this Lease and all rights of Tenant hereunder shall expire and terminate as of the end of the Original Term or Extended Term, as the case may be.”

2. Confirmation . The Lease, to the extent not inconsistent with the terms hereof, is hereby confirmed.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Second Amendment as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC

By:	/s/ James L. Brown	By:	/s/ [ILLEGIBLE]
Printed:	James L. Brown	Printed:	[ILLEGIBLE]
Title:	President/GM	Title:	VP & TREASURER

REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA



[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

Exhibit 10.7(E)

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (“Agreement”), is made on May 12, 2005, by and among the City of Evansville, Indiana acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

A. The Commission, Aztar Indiana and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment”), and as further amended by those certain Memorandums of Understanding made effective as of December 1, 2004, and March 15, 2005, respectively (the “MOUs,” and collectively with the Original Lease, the First Amendment and the Second Amendment, the “Lease”).

B. Section 2.04 of the Original Lease, as amended by the MOUs, provides that options in favor of the Tenant to extend the terms of the Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options at least two hundred thirty-five (235) days prior to the expiration of the Original Term or prior Extended Term, as the case may be.

1. Exercise of Option to Extend . Section 2.04 of the Original Lease, as amended by the MOUs, is hereby amended in its entirety to read as follows:

“Section 2.04. Exercise of Option to Extend. The options to extend the term of this Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options in the manner hereinafter specified for notices not later than June 9, 2005, prior to the expiration of the Original Term or at least two hundred five days (205) days prior to the expiration of the prior Extended Term, as the case may be. The failure of Tenant to give such notice within the time limited shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for the succeeding Extended Term. The giving of notice of the relinquishment of an option to extend the term within the specified time periods prior to the expiration

of the preceding term shall cause such Extended Term and any succeeding Extended Terms to lapse and become null and void and of no further force or effect, and this Lease and all rights of Tenant hereunder shall expire and terminate as of the end of the Original Term or Extended Term, as the case may be.”

2. Confirmation . The Lease, to the extent not inconsistent with the terms hereof, is hereby confirmed.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC

By:	/s/ James L. Brown	By:	/s/ [ILLEGIBLE]
Printed:	James L. Brown	Printed:	[ILLEGIBLE]
Title:	Pres/GM	Title:	CFO, VP & TREASURER

REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

Exhibit 10.7(F)

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (“Agreement”), is made on June 7, 2005, by and among the City of Evansville, Indiana acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

A. The Commission, Aztar Indiana and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment”), and as further amended by those certain Memorandums of Understanding made effective as of December 1, 2004, March 15, 2005, and May 12, 2005, respectively (the “MOUs,” and collectively with the Original Lease, the First Amendment and the Second Amendment, the “Lease”).

B. Section 2.04 of the Original Lease, as amended by the MOUs, provides that options in favor of the Tenant to extend the terms of the Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options at least one hundred sixty-five (165) days prior to the expiration of the Original Term or prior Extended Term, as the case may be.

1. Exercise of Option to Extend . Section 2.04 of the Original Lease, as amended by the MOUs, is hereby amended in its entirety to read as follows:

“Section 2.04. Exercise of Option to Extend. The options to extend the term of this Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options in the manner hereinafter specified for notices not later than July 19, 2005, prior to the expiration of the Original Term or at least one hundred sixty-five (165) days prior to the expiration of the prior Extended Term, as the case may be. The failure of Tenant to give such notice within the time limited shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for the succeeding Extended Term. The giving of notice of the relinquishment of an

option to extend the term within the specified time periods prior to the expiration of the preceding term shall cause such Extended Term and any succeeding Extended Terms to lapse and become null and void and of no further force or effect, and this Lease and all rights of Tenant hereunder shall expire and terminate as of the end of the Original Term or Extended Term, as the case may be.”

2 . Confirmation . The Lease, to the extent not inconsistent with the terms hereof, is hereby confirmed.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC

By:	/s/ James L. Brown	By:	/s/ Neil Ciarfalia
Printed:	James L. Brown	Printed:	Neil Ciarfalia
Title:	President/GM	Title:	CFO, VP & Treasurer

REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA

/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]

Exhibit 10.7(G)

THIRD AMENDMENT TO LEASE AGREEMENT

THIS THIRD AMENDMENT TO LEASE AGREEMENT (“Third Amendment”), is made on July 19, 2005, and effective as of December 1, 2005, by and among the City of Evansville, Indiana (the “City”) acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Tenant”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

A. The Commission, Tenant and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment”), and as further amended by those certain Memorandums of Understanding made effective as of December 1, 2004, March 15, 2005, May 12, 2005, and June 7, 2005, respectively (the “MOUs,” and collectively with the Original Lease, the First Amendment and the Second Amendment, the “Lease”).

B. In furtherance of the objectives of the Act and the Downtown Redevelopment Plan, and in order to induce Tenant to exercise its right and option to extend the term of the Lease for an additional term of five years from December 1, 2005 to November 30, 2010 (the “First Extended Term”), the Commission and Tenant desire to amend the Lease.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Commission, Tenant and the Guarantor agree to amend the Lease as follows. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.

1. Grant of Options for Additional Extended Terms . Section 2.03 of the Original Lease is hereby amended in its entirety to read as follows:

“Section 2.03. The Extended Term(s). If Tenant shall comply with each of the terms, provisions and conditions of this Lease so that at the end of the First Extended Term there is no uncured Event of Default of Tenant hereunder, Tenant shall have the right and option to extend the term of this Lease for an additional extended term of five (5) years (the “Second Extended Term”). If Tenant shall comply with each of the terms, provisions and commitments of this Lease so that at the end of the Second Extended Term there is no uncured event of default of Tenant hereunder, Tenant shall have the right and option to extend the term of this Lease for an additional term of five (5) years (the “Third Extended Term”).

Tenant shall have the right and option to extend the term of this Lease for four (4) additional terms of five (5) years each following the Third Extended Term, provided that there is no uncured event of default of Tenant hereunder at the end of the Third Extended Term and at end of each succeeding extended term. The Second Extended Term, the Third Extended Term and any succeeding extended term may be referred to hereinafter as the “Extended Term” or “Extended Terms”.”

2. Rent Schedule . Section 4.01 of the Lease is hereby amended in its entirety to read as follows:

“Section 4.01. Rent Schedule. Tenant hereby agrees to pay Rental to City for each year of the Demised Term as set forth in Schedule 4.01 attached hereto (the “Rent Schedule”), which shall include a percentage of the Adjusted Gross Receipts (“AGR”) as defined in the Gambling Law (the “Percentage Rent”).”

3. Use of Term “Lease Year ”. Section 4.02 of the Lease is hereby amended in its entirety to read as follows:

“Section 4.02. Use of the Term “Lease Year”. Throughout the Demised Term, the use of the term “Year” or “Lease Year” in this Lease shall refer to a period commencing December 1 and terminating as of November 30 of the subsequent calendar year. For purposes of this Lease, the term “month” shall be determined in reference to Tenant’s fiscal year, as set forth on Schedule 4.02 attached hereto (the “Fiscal Year Schedule”), and shall not mean a calendar month.”

4. Lease in Full Force and Effect . Except as expressly amended by this Third Amendment, the Lease shall remain unchanged and in full force and effect, as amended herein.

5. Affirmation of Guaranty . Guarantor hereby unconditionally guarantees and promises to perform and reaffirms its obligations under the Lease, as amended by this Third Amendment, and acknowledges that the Guaranty secures the obligations of Tenant set forth in this Third Amendment.

6. Third Party Approvals . This Amendment is subject to approval by any lender to Tenant or to Guarantor and by the Indiana Gaming Commission, if required.

7. Authorization . The Parties respectively represent to one another that the execution, delivery and performance of this Third Amendment have been duly authorized and this Amendment constitutes the legally binding obligation of the respective Parties.

8. Definitions . All of the capitalized terms used herein, but not defined in this Third Amendment, shall have the meaning set forth in the Project Agreement and the Lease.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Third Amendment as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC

By:	/s/ James L. Brown	By:	/s/ Neil Ciarfalia
Printed Name:	James L. Brown	Printed Name:	Neil Ciarfalia
Title:	President/GM	Title:	CFO, VP & Treasurer

REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA

/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]

Exhibit 10.7(H)

FOURTH AMENDMENT TO LEASE AGREEMENT

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (“Fourth Amendment”), is made on , 20 , and effective as set forth herein, by and among the City of Evansville, Indiana (the “City”), acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7 14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Tenant”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”) (City, Commission, Tenant and Guarantor, collectively, the “Parties”).

Recitals

A. The Commission, Tenant and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment”), as further amended by those certain Memorandums of Understanding made effective as of December 1, 2004, March 15, 2005, May 12, 2005, and June 7, 2005, respectively (the “MOUs”), as further amended by that certain Third Amendment to Lease Agreement effective December 1, 2005 (the “Third Amendment”) (the Original Lease, the First Amendment, the Second Amendment, the MOUs, and the Third Amendment, collectively, the “Lease”).

B. On May 5, 2008, Tenant and Guarantor and certain of their affiliates each filed a petition with the United States Bankruptcy Court for the District of Delaware (the ““Bankruptcy Court”“) for relief under chapter 11 of the Bankruptcy Code.

C. Tenant entered into a Durable Power of Attorney for the Designation and Appointment of Attorney in Fact for the Purposes of Conducting Riverboat Gambling Operations and Related Activities (the “POA Agreement”) under which Robert T. Dingman (since succeeded by Trinity Hill Group, LLC) was appointed as attorney-in-fact (“Attorney-in-Fact”) to exercise and perform certain activities and powers regarding Tenant and its riverboat gambling operations and related business activities for and on behalf of Tenant. The POA Agreement was approved and ordered by the Indiana Gaming Commission (IGC) with an effective date of April 2, 2008 in Order 2008-37 (the “IGC Order”). The provisions of the POA Agreement continue in effect as of the date of execution of this Fourth Amendment. Under the IGC Order, the POA Agreement is to remain in effect until the IGC terminates the power and authority of the Attorney-in-Fact by an appropriate written order.

D. In furtherance of the objectives of the Indiana redevelopment laws and the Downtown Redevelopment Plan, and in order to induce Tenant to exercise its right and option to extend the term of the Lease for an additional term of five years from December 1, 2010 to November 30, 2015 (the “Second Extended Term”), Commission and Tenant desire to amend the Lease to reflect the agreements set forth herein subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree to amend the Lease as follows.

1. Effectiveness of the Amendment . The Lease shall be amended as set forth in this Fourth Amendment on the date the last of the following conditions, which the Parties acknowledge and intend to operate as conditions precedent, are satisfied (the “Amendment Effective Date”): (a) The IGC confirms in writing that Tenant is granted a license (by renewal or otherwise) issued pursuant to IC 4-33-6 to own and operate a riverboat from and after the date hereof; (b) Tenant has assumed the Lease pursuant to 11 U.S.C. §365; (c) the POA Agreement is terminated following the issuance of a written order of the IGC terminating the power and authority of the Attorney-in-Fact; (d) the Bankruptcy Court approves the Fourth Amendment, by order or as part of a confirmed chapter 11 plan (or such approval becomes moot as the result of the occurrence set forth in the following clause); and (e) the chapter 11 plan of Tenant and Guarantor becomes effective (the “Plan Effective Date”) with: (i) Columbia Sussex Corporation and; (ii) William J. Yung III having no control, ownership or decision-making authority in Tenant (or its successor), Guarantor (or its successor) or any of their affiliates after the Plan Effective Date. Tenant and Guarantor shall each provide information regarding its ownership and control to City upon its reasonable request.

2. Second Extended Term . Subject to the occurrence of the Amendment Effective Date, Tenant shall have exercised the right to extend the Lease through and including the Second Extended Term without any further action of notice of Tenant or Guarantor to the City and Commission that the Lease is so extended.

3. Guaranteed Prepayment Credits . Tenant shall make two payments, at City’s direction, to the Evansville Bond Bank or to such other City entity as the City Controller may direct, which shall constitute prepayments of Percentage Rent due and payable for the period between January 2011 and December 2015 (the “Prepayment Period”). Tenant shall make the first such payment in the amount of Five Million Dollars ($5,000,000) on or before that date thirty (30) days after the Plan Effective Date, said due date hereafter the “First Payment Due Date”. Tenant shall make the second such payment in the amount of Five Million Dollars ($5,000,000) no later than December 31, 2010. Tenant shall be entitled to recoup the prepayments in the form of a credit ratably applied at the rate of One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($166,666.67) per month against Percentage Rent payable during each of the sixty (60) months of the Prepayment Period (the “Prepayment Credit”). Such Prepayment Credit shall be applied in the calculation of Net Projected Percentage Rent and Actual Percentage Rent.

4. City Development Projects . City and Commission desire to create jobs, increase tax revenues, provide direct economic benefits and promote tourism and additional economic development by promoting the construction or acquisition or real estate or facilities or capital projects to be owned by City, Commission, or parties approved by the Commission. Tenant agrees, on or before the later of (a) January 31, 2010, or (b) thirty (30) days after the Plan Effective Date, to pay into escrow or another restricted account Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) (the “Economic Development Funds”). The

Economic Development Funds shall be accessed upon written notice solely by City to Tenant, provided that such notice certifies that the Economic Development Funds are to be used only to pay, allow the City or a City entity to pay or reimburse actual expenditures on the City’s downtown arena project or other downtown economic development projects located within one (1) mile of the Leased Premises.

5. Pedestrian Bridge . Tenant shall construct a pedestrian bridge from the City of Evansville “Entertainment District” to the Leased Premises at an estimated cost of approximately Three Million and 00/100 Dollars ($3,000,000.00). Tenant shall commence design development work as soon as is practicable following the Plan Effective Date and use its best efforts to have construction of such pedestrian bridge completed and open to public use on or before the third (3 rd ) anniversary of the Plan Effective Date. After the first (1 st ) anniversary of the Plan Effective Date and subject to the City’s discretion, Tenant shall deliver a presentation and status report on the pedestrian bridge project to the Commission. Tenant shall own and shall be solely responsible for the design, development, construction, operation, maintenance, and repair of the pedestrian bridge. Tenant’s obligations with respect to construction of the pedestrian bridge are subject to acquisition by Tenant or Tenant’s contractors, sub-contractors, agents or representatives of all local, state or federal governmental permits required or necessary for said construction. Tenant agrees to use reasonable and good faith efforts to obtain said permits and City and the Commission agree to assist and support Tenant with respect to said permit acquisition in a reasonable and expeditious manner.

6. Rent Schedule . Clause B of Schedule 4.01 set forth in the Third Amendment to the Lease shall be deleted in its entirety and replaced with the following:

Second and Third Extended Terms . During the Second Extended Term and Third Extended Term, if applicable, Tenant shall make rental payments consisting solely of Percentage Rent, based on Tenant’s Adjusted Gross Receipts (“AGR”) as defined in the IC 4-33 et seq. (the “Act”) showing in detail all receipts of Tenant’s gaming operations and an itemized statement of the allowable deductions therefrom for the Lease Year to date on a cumulative basis, which shall be calculated and determined as follows:

(i) two percent (2%) of the AGR for the Lease Year up to Twenty-Five Million Dollars ($25,000,000), plus

(ii) four percent (4%) of the AGR for the Lease Year that is in excess of Twenty-Five Million Dollars ($25,000,000) up to Fifty Million Dollars ($50,000,000), plus

(iii) six percent (6%) of the AGR for the Lease Year that is in excess of Fifty Million Dollars ($50,000,000) up to Seventy-Five Million Dollars ($75,000,000), plus

(iv) eight percent (8%) of the AGR for the Lease Year that is in excess of Seventy-Five Million Dollars ($75,000,000) up to One Hundred Million Dollars ($100,000,000), plus

(v) during Lease Years of the Second Extended Term, twelve percent (12%) of the AGR for the Lease Year that is in excess of One Hundred Million Dollars ($100,000,000), and

(vi) during Lease Years of the Third Extended Term, ten percent (10%) of the AGR for the Lease Year that is in excess of One Hundred Million Dollars ($100,000,000).

Within twenty (20) days after the end of each month, Tenant shall deliver a statement of AGR to City. As each month’s statement of AGR is delivered to City, the amount of the Percentage Rent for the Lease Year to date will be calculated and Tenant shall be credited against the cumulative liability for the Percentage Rent paid for the Lease Year through the last day of the prior month and any balance of Percentage Rent due after said credits shall be paid at that time. In no event shall the Percentage Rent ever be less than Two Million and 00/100 Dollars ($2,000,000.00) for any Lease Year. Each monthly statement of AGR shall be certified by the chief financial officer of Tenant to be true, correct and complete. Not later than ninety (90) days after the end of each Lease Year, Tenant shall deliver to City a complete statement showing in reasonable detail all items of Gross Receipts (as defined in IC 4-33-2-11), and all deductions therefrom as set forth in IC 4-33-2-2, together with all other receipts derived by Tenant during the Lease Year certified as being true, correct and complete by an independent Certified Public Accountant approved for such purpose by City, all as described in Sections 4.04 and 4.06 of the Lease.

7. Future Rent . Without any modification to Tenant’s rights to extended terms set forth in Section 1 of the Third Amendment, Clause C of Schedule 4.01 set forth in the Third Amendment to the Lease shall be stricken from the Lease and be of no further force and effect.

8. Naming Rights . Tenant and City agree to enter into good faith discussions regarding naming rights and advertising if City builds an arena as referenced above in Section 4.

9. Tenant’s Commitments to Capital Improvements; Workforce Levels, and Operational Targets . Tenant shall satisfy its commitments related to capital improvements, workforce levels, and operational targets consistent with Tenant’s business plan upon which its effective chapter 11 plan is based, subject to reasonable adjustments based on material variations in Tenant’s financial performance. Tenant shall provide City with documentation reasonably requested by and reasonably satisfactory to City substantiating Tenant’s adjustment of modification of any such commitment. City acknowledges that such documentation will include confidential information, which City agrees to keep and maintain as confidential.

10. Feasibility Study . Tenant agrees to undertake a study of the feasibility of substantially remodeling certain portions of the Leased Premises in connection with its licensed riverboat gaming operations, including, but not limited to, the feasibility of locating a new vessel in the Leased Premises (the “Study”). The Parties shall mutually agree upon a consultant to perform the Study. Thereafter, the Study shall commence on or before July 1, 2014, and shall be completed and a final report delivered to the Parties on or before December 31, 2014.

11. Payment of Prior Costs Incurred by the City . City acknowledges that Tenant has already reimbursed City for City’s out-of-pocket costs in connection with its quiet title action involving Columbia Sussex Corporation.

12. Binding Effect . This Fourth Amendment binds the parties hereto and inures to the benefit of their respective successors or permitted assigns. Subsequent to the Plan Effective Date, upon a transfer or sale of the riverboat gaming license, Tenant shall assign the Lease and this Fourth Amendment to the transferee contingent upon the transferee’s licensing by the Indiana Gaming Commission (“IGC”). The parties acknowledge the applicability of 68 IAC 1-4 et seq . in the event of an application to transfer Tenant’s gaming license.

13. Lease in Full Force and Effect . Except as expressly amended by this Fourth Amendment, the Lease shall remain unchanged and in full force and effect, as amended herein.

14. Affirmation of Guaranty . Guarantor hereby unconditionally guarantees and promises to perform and reaffirms its obligations under the Lease, as amended by this Fourth Amendment to the Lease consistent with this Fourth Amendment.

15. Third Party Approvals . This Fourth Amendment is subject to approval by the Bankruptcy Court, any lender to Tenant or to Guarantor and by the Indiana Gaming Commission, as may be required.

16. Authorization . Subject to authority of the Bankruptcy Court, the Parties respectively represent to one another that the execution, delivery and performance of this Fourth Amendment have been duly authorized and this Fourth Amendment constitutes the legally binding obligation of the respective Parties.

17. Definitions . All of the capitalized terms used herein, but not defined in this Fourth Amendment shall have the meaning set forth in the Project Agreement and the Lease.

[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Fourth Amendment to Lease Agreement as of the day and year first above written.

AZTAR INDIANA GAMING COMPANY, LLC			AZTAR CORPORATION

By:			By:


Printed Name:			Printed Name:


Title:			Title:

REDEVELOPMENT COMMISSION OF

THE CITY OF EVANSVILLE, INDIANA

Exhibit 10.8

SUBLEASE AGREEMENT

BY and BETWEEN

HOLLAND & HART LLP,

a Colorado limited liability partnership,

as Sublandlord

AND

TROPICANA ENTERTAINMENT LLC,

a Delaware limited liability company,

as Subtenant

SUBLEASE AGREEMENT

BASIC LEASE INFORMATION

Sublandlord:	Holland & Hart LLP, a Colorado limited liability partnership, as successor in interest to Hale Lane Peek Dennison and Howard Professional Corporation

Subtenant:	Tropicana Entertainment LLC, a Delaware limited liability company

Building:	3930 Howard Hughes Parkway
	Las Vegas, Nevada 89109

Sublease Premises:			Approximately (and, for purposes of calculating any amounts due hereunder, deemed to be) 18,035 rentable square feet (“RSF”) of space, consisting of the entire fourth (4th) floor of the Building.

Sublease Commencement Date:				January 1 , 2009 (subject to Section 3.B below).

Term:	Approximately seven (7) years and two (2) months, expiring on February 29, 2016.

Base Rent:	$3.00 Full Service Gross per RSF per month, increased annually by 3%, as follows:

	(a)	January 1, 2009 through December 1, 2009			$54,105.00 per month
	(b)	January 1, 2010 through December 1, 2010			$55,728.15 per month
	(c)	January 1, 2011 through December 1, 2011			$57,399.99 per month
	(d)	January 1, 2012 through December 1, 2012			$59,121.99 per month
	(e)	January 1, 2013 through December 1, 2013			$60,895.65 per month
	(f)	January 1, 2014 through December 1, 2014			$62,722.52 per month
	(g)	January 1, 2015 through December 1, 2015			$64,604.19 per month
	(h)	January 1, 2016 through February 1, 2016			$66,542.32 per month

Security Deposit:		An amount equal to the first (1 st ) month’s Rent.

Subtenant’s Pro Rata Share: Sixty-six and 09/100 percent (66.09%) (based on 18,035 RSF in the Sublease Premises and 27,285 RSF in the Master Premises).

Addresses for Notices:

		Sublandlord:	HOLLAND & HART LLP
			3800 Howard Hughes Parkway, Suite 1000
			Las Vegas, Nevada 89109
			Attn: Administrative Partner

	with a copy to :		HOLLAND & HART LLP
			555 Seventeenth St., Suite 3200
			Denver, CO 80202
			Attn: Director of Administration

	Subtenant:	Prior to Commencement Date:

		TROPICANA ENTERTAINMENT LLC
		3801 Las Vegas Blvd. So.
		Las Vegas, Nevada 89109
		Attention: Legal Dept.
		thereafter, the Premises.

Broker:	Colliers Nevada LLC, d/b/a Colliers International, for Sublandlord, and CB Richard Ellis, for Subtenant.

SUBLEASE AGREEMENT

This Sublease Agreement (this “ Sublease ”) is made as of November , 2008 (“ Effective Date ”) by and between Holland & Hart LLP, a Colorado limited liability partnership (“ Sublandlord ”), and Tropicana Entertainment LLC, a Delaware limited liability company (“ Subtenant ”), with reference to the following facts and is as follows:

RECITALS

A. Sublandlord is the tenant under that certain Office Lease dated June 1, 2005 (“ Original Lease ”), as amended by that certain First Amendment dated July 27, 2007 (“ First Amendment ”) (Original Lease and First Amendment are collectively, “ Master Lease ”), pursuant to which 3930 HHP LLC, a Delaware limited liability company (“ Master Landlord ”) leased to Hale Lane Peek Dennison and Howard Professional Corporation, a Nevada professional corporation (“Hale Lane”), as Tenant, the real property located on the fourth floor, known as Suite 400, and the real property located on the third floor, known as Suite 360, within the building commonly known as “3930 Howard Hughes Parkway” (“ Building ”) and located in Las Vegas, Nevada 89169 (“ Master Premises ”). Hale Lane’s rights and obligations as Tenant under the Master Lease have been assigned to and assumed by Sublandlord hereunder, by virtue of an Assignment and Assumption Agreement between those parties dated as of July 1, 2008.

B. Sublandlord desires to sublet to Subtenant and Subtenant desires to sublet from Sublandlord, on the terms and conditions set forth herein, the entirety of the fourth floor of the Building, consisting of approximately (and, for purposes of determining any amounts due hereunder, deemed to be) 18,035 rentable square feet (“ RSF ”) (“ Sublease Premises ”), as outlined on the floor plan attached hereto as Exhibit “A” and incorporated herein by reference ( “ Floor Plan ” ) .

C. This Sublease is subject and subordinate to the Master Lease, attached hereto as Exhibit “B” and incorporated herein by reference.

D. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Master Lease.

NOW, THEREFORE, Sublandlord and Subtenant agree as follows:

1. Sublease . Sublandlord, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained on the part of the Subtenant to be performed, hereby subleases the Sublease Premises to Subtenant, and Subtenant hereby accepts and subleases the Sublease Premises from Sublandlord, together with the non-exclusive right to use the Common Areas as set forth in the Master Lease.

2. Term and Early Access: Necessary Approvals .

A. This Sublease shall govern the relationship between Sublandlord and Subtenant with respect to the Sublease Premises from the Effective Date through the last day of the Term, unless terminated early in accordance with this Sublease. The term of this Sublease shall be for seven (7) years and two (2) months (“ Term ”), commencing upon January 1, 2009 (“ Commencement Date ”), and expiring February 29, 2016. Notwithstanding the foregoing, Subtenant may commence early occupation of the Sublease Premises for the limited purpose of installing its furniture, fixtures and equipment therein, if Sublandlord has vacated the Premises prior to the Commencement Date (“ Early Occupancy ”). Subtenant’s Early Occupancy shall be subject to all of the provisions of this Lease, except that Subtenant shall not be obligated to pay Rent until the Commencement Date. Early Occupancy of the Sublease Premises by Subtenant shall not advance the expiration date of this Sublease. Notwithstanding any other provision in this Sublease to the contrary, if the Sublease is terminated for any reason other than as a result of a default by Subtenant prior to the expiration of the Term, the unearned portion of all Rents paid in advance by Subtenant shall be refunded to Subtenant, based on a daily proration of such amounts.

B. The validity of this Sublease shall be subject to (i) Sublandlord obtaining the Master Landlord’s prior written consent hereto pursuant to the terms of the Master Lease, and (ii) Subtenant’s obtaining approval of this Sublease by the Bankruptcy Court in Subtenant’s pending Chapter 11 bankruptcy proceeding, Case No. 08-10856 in the United States Bankruptcy Court for the District of Delaware (together, the “ Necessary Approvals ”). If either of the Necessary Approvals have not been obtained as required above and a copy thereof delivered to the party which is not required to obtain the same on or before December 31, 2008, then the date upon which the Term commences shall be automatically extended for up to thirty (30) days, until such Necessary Approvals have both been obtained. If both of the Necessary Approvals still have not been obtained by January 31, 2009, then unless the parties agree in writing to further extend the Commencement Date, this Sublease shall automatically terminate without action by either party and neither party shall have any liability to the other under this Sublease, and any Security Deposit or other deposit made by Subtenant to Sublandlord shall be immediately returned to Subtenant.

3. Rent .

A. Payment . As consideration for this Sublease, commencing on the Commencement Date, Subtenant shall pay to Sublandlord as base rent, without any demand, setoff or deduction, at Sublandlord’s address stated in the Basic Lease Information, or at any other place Sublandlord designates by notice to Subtenant, Base Rent in the amounts set forth in the Basic Lease Information above (“ Base Rent ” ) , Subtenant’s Pro Rata Share of Excess Operating Expenses (defined below) and any and all other sums payable by Subtenant hereunder (collectively “ Rent ”). As used herein, “ Full Service Gross ” means that Sublandlord absorbs (and includes in the Base Rent) the cost of all building operations and services for the Base Year while accounting for reimbursement for any excess costs that may occur in later years. The monthly Base Rent and Subtenant’s Pro Rata Share of Excess Operating Expenses shall be due and payable in advance on the first day of each calendar month without notice or demand,

provided that the first installment of Base Rent shall be payable on the Effective Date. All other items of Rent shall be due and payable by Subtenant on or before twenty-five (25) days after billing by Sublandlord. All payments of Rent shall be by good and sufficient check or by other means (such as automatic debit or electronic transfer) acceptable to Sublandlord. If the Commencement Date occurs on a day other than the first day of a calendar month, the monthly Base Rent and Subtenant’s Pro Rata Share of any Excess Operating Expenses for the month shall be prorated on a daily basis based on a three hundred sixty (360) day calendar year. Sublandlord’s acceptance of less than the amount of Rent due shall be considered a payment on account of the earliest Rent due. No endorsement or statement on a check or letter accompanying a check or payment shall be considered an accord and satisfaction, and either party may accept such check or payment without such acceptance being considered a waiver of any rights such party may have hereunder.

B. Excess Operating Expenses . Subtenant shall pay Subtenant’s Pro Rata Share of the amount, if any, by which Operating Expenses (defined in the Master Lease) payable (after giving effect to all caps and limitations set forth in the Master Lease) by Sublandlord under the terms of the Master Lease for each calendar year during the Term exceed Operating Expenses payable (after giving effect to all caps and limitations set forth in the Master Lease) by Sublandlord under the terms of the Master Lease for the Base Year of 2008 (“ Excess Operating Expenses ”), grossed up, in the case of to reflect a one hundred percent (100%) occupancy level and a full assessment of property taxes, as more particularly set forth in and subject to the terms of the Master Lease. The Master Lease provides for payment by Sublandlord of Operating Expenses on the basis of an estimate; therefore, as and when adjustments between estimated and actual Operating Expenses are made under the Master Lease, the obligations of Sublandlord and Subtenant will be adjusted in the same manner. If this adjustment occurs after the expiration or earlier termination of this Sublease, the obligations of Sublandlord and Subtenant under this subsection will survive such expiration or termination. Sublandlord shall, on reasonable request by Subtenant, furnish Subtenant with copies of all statements submitted by Master Landlord of the actual or estimated Operating Expenses during the Term of this Sublease. Sublandlord may also, in its sole judgment, after reasonable request of Subtenant, elect to audit Master Landlord’s Operating Expenses as set forth in the Master Lease.

4. Security Deposit . Upon the Effective Date, Subtenant shall deposit with Sublandlord an amount equal to the first month’s Base Rent as security for Subtenant’s faithful performance of Subtenant’s obligations under this Sublease (“ Security Deposit ”). If Subtenant fails to pay Base Rent or any other charges when due under this Sublease or fails to perform any obligations under this Sublease and such failure continues beyond applicable notice and cure periods, Sublandlord may use any portion of the Security Deposit for the payment of any Rent or other amount then due and unpaid, for the payment of any other sum for which Sublandlord may become obligated because of Subtenant’s default or breach, or for any loss sustained by Sublandlord as a result of Subtenant’s default or breach. If Sublandlord uses any portion of the Security Deposit as set forth above, Subtenant shall, within ten (10) days after written demand by Sublandlord, restore the Security Deposit to the full amount originally deposited. Subtenant’s failure to do so will constitute a default under this Sublease. Sublandlord will not be required to keep the Security Deposit separate from its general accounts and will have no obligation or liability for payment of interest on the Security Deposit. If Sublandlord assigns its interest in this

Sublease, Sublandlord shall deliver to its assignee as much of the Security Deposit as Sublandlord then holds. Within thirty (30) days after the expiration or termination of this Sublease, provided that Subtenant is not then in default under this Sublease, the Security Deposit, or as much as remains that has not been applied by Sublandlord, will be returned to Subtenant or to the last assignee, if any, of Subtenant’s interest under this Sublease.

5. Use . The Sublease Premises shall be used and occupied only for the Permitted Use set forth in the Master Lease, and for no other use or purpose.

6. Condition of Sublease Premises; Personalty . Sublandlord has made no promise to alter, remodel or improve the Sublease Premises and no representation respecting the condition of the Sublease Premises to Subtenant. Subtenant has examined the Sublease Premises, is fully familiar with its physical condition, and accepts the Sublease Premises in its then present condition “AS IS” and “WHERE IS” as of the date of this Sublease with no express or implied warranties; provided, however, that Sublandlord shall be responsible prior to the Commencement Date for removing its sign that is currently above the reception desk in the Sublease Premises and repairing any damage to the wall caused by such removal. During the Term, Subtenant shall have the use of all of the furniture, furniture systems, cabling, and other items of personal property located in the Sublease Premises and listed on Exhibit “C” attached hereto and incorporated herein by this reference (the “ Personalty ”) at no charge. Upon the expiration of the term of this Sublease, or upon any earlier termination of the term or of Subtenant’s right to possession, Subtenant will remove all of its trade fixtures and personal property (but not including the Personalty) and surrender the Sublease Premises broom-clean, and the Sublease Premises and the Personalty in at least as good condition as at the date Subtenant took possession, ordinary wear and tear and casualty loss excepted.

7. Alterations . Subtenant shall not make any Alterations (as defined in the Master Lease) without first obtaining the written consent of Master Landlord and Sublandlord in each instance (except to the extent that such Alteration is a Minor Alteration for which consent is not required under the Master Lease), and without first complying with Nevada Revised Statutes (“ NRS ”) Chapter 108, including, without limitation, Sections 108.2403 and 108.2407 and delivery to Sublandlord of evidence of such compliance. Sublandlord agrees that it shall not withhold its consent to any Alteration which has been approved by Master Landlord, unless the Alteration is one which must be removed pursuant to the terms of the Master Lease upon surrender of the Master Premises, and the costs of such removal would materially increase the removal costs for which Sublandlord would be liable in the event of a default by Subtenant under this Sublease. By its execution hereof, Sublandlord has approved the Alterations described on Exhibit “D” attached hereto and incorporated herein by this reference.

Subtenant acknowledges that Subtenant is required to comply with the provisions of NRS Sections 108.2403 and 108.2407 prior to commencement of any work of improvement to be constructed, altered or repaired on the Premises. Subtenant’s failure to comply with NRS Sections 108.2403 and 108.2407 shall be an Event of Default under this Sublease.

	RK
	Subtenant’s Initials

8. Parking . Subtenant shall take and pay for all of the unreserved parking spaces within the Parking Structure that are provided by the Master Lease which are attributable to Suite 400, consisting of forty-three (43) spaces currently, which number will increase on certain anniversaries of the Commencement Date of the Master Lease, as provided on Exhibit E to the Master Lease, and Subtenant shall pay the Parking Fees with respect to each of those spaces as set forth in such Exhibit E, with no additional charges made by Sublandlord for use of such spaces other than the Parking Fees.

9. Intentionally Deleted .

10. Assignment and Subletting . Subtenant shall not assign this Sublease or further sublet all or any part of the Sublease Premises without the prior written consent of Sublandlord, which consent may be withheld in Sublandlord’s reasonable discretion. Notwithstanding the foregoing, Subtenant may assign this Sublease or sublet the Sublease Premises, without Sublandlord’s consent (but still subject to obtaining the consent of Master Landlord to the extent required by the Master Lease), to any entity which controls, is controlled by, or is under common control with Subtenant, or to any entity which acquires substantially all the assets of Subtenant as a going concern (collectively, an “ Affiliate ”), provided that the Affiliate assumes in writing all of Subtenant’s obligations under this Sublease, and provided further that such Affiliate has a net worth (or, provided Subtenant survives as an entity and remains liable under this Sublease, such Affiliate has a net worth, when combined with the net worth of Subtenant) which represents no material adverse change from Subtenant’s net worth at the time of such transfer, as certified in financial documentation presented to Sublandlord prior to such assignment or subletting. In the event Sublandlord consents to an assignment or sublease for which its consent is required hereunder, Subtenant must, to the extent required under the terms of the Master Lease, thereafter obtain the written consent of Master Landlord pursuant to the terms and conditions set forth in Section 11 of the Master Lease.

11. Remedies . Sublandlord shall have the same rights and remedies with respect to a breach of this Sublease by Subtenant as Master Landlord has with respect to a breach of the Master Lease by Sublandlord thereunder, and Subtenant shall have the same rights and remedies with respect to a breach of this Sublease by Sublandlord as Sublandlord has with respect to a breach of the Master Lease by Master Landlord thereunder. In addition, if Sublandlord fails to pay any Rent due under the Master Lease to Master Landlord at the times when such Rent is due, then after the passage of any applicable periods for notice and cure, and provided that Subtenant is not in default hereunder and gives prior written notice to Sublandlord of its intent to pay the same, Subtenant shall have the right (but not the obligation) to pay such Rent directly to Master

Landlord on behalf of Sublandlord, and Sublandlord shall reimburse Subtenant for such amounts within fifteen (15) days after demand therefor. If Sublandlord fails to reimburse Subtenant for such amounts within said 15-day period, Subtenant may deduct such amounts from its rent payments due hereunder. Any such amount not paid by Sublandlord within fifteen (15) days shall bear interest at 12% per annum from the due date until paid or deducted from Subtenant’s rent hereunder.

12. Casualty or Condemnation .

A. Casualty . If the Sublease Premises or the Building shall be partially or totally damaged by fire or other casualty, the consequences thereof shall be determined pursuant to the Master Lease; provided that Sublandlord shall not voluntarily terminate the Master Lease pursuant to any right of termination provided to Sublandlord by the Master Lease in the event of fire or other casualty, without the prior written consent of Subtenant. No damage, compensation or claims shall be payable by Sublandlord for inconvenience or loss of business arising from any such damage by fire or other cause or by the repair or restoration of any portion of the Sublease Premises or of the Building; provided, however, that if Sublandlord is entitled to any such damages, compensation or claims from Master Landlord pursuant to the Master Lease, any amounts which Sublandlord actually receives from Master Landlord as a result of such damages, compensation or claims shall be equitably allocated between Sublandlord and Subtenant.

B. Condemnation . In the event that the Sublease Premises or any part thereof or the Building shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, whether permanently or temporarily, the consequences thereof and related award, if any, shall be determined pursuant to the Master Lease; provided that Sublandlord shall not voluntarily terminate the Master Lease pursuant to any right of termination provided to Sublandlord by the Master Lease in the event of condemnation, without the prior written consent of Subtenant.

13. Master Lease Incorporation .

A. This Sublease is subject and subordinate to, and Subtenant accepts this Sublease subject to, all of the terms, covenants and conditions of the Master Lease, together with any future modifications, amendments or supplements thereto. Except as may be expressly excluded below and except as may be inconsistent with the terms of this Sublease, all of the terms, covenants and conditions of the Master Lease, except for those provisions which by their nature do not relate to the Sublease Premises or the Term, are hereby made part of this Sublease with the same force and effect as if fully set forth at length herein. Except as otherwise expressly set forth herein, the following terms shall have the stated meanings herein: the term “Landlord” in the Master Lease shall mean Sublandlord herein; the term “Tenant” in the Master Lease shall mean Subtenant herein; the term “Premises” in the Master Lease shall mean Sublease Premises herein; the term “Lease” in the Master Lease shall mean this Sublease herein; the term “Term” in the Master Lease shall be replaced with the defined Term herein; the term “Commencement Date” in the Master Lease shall be replaced with the defined Commencement Date herein; the term “Base Year” in the Master Lease shall mean 2008 herein; the term “Base Rent” in the

Master Lease shall mean the defined Base Rent herein, and; the term “Estimated Commencement Date” in the Master Lease shall not be applicable to this Sublease.

B. Except as otherwise specifically provided herein, the time limits contained in the Master Lease for the giving of notices, making payments or demands or performing of any act, condition or covenant on Sublandlord’s part, as tenant thereunder, are amended for the purposes of incorporation herein by reference by shortening the same in each instance by five (5) days, so that notice may be given, demands made or any act, condition or covenant performed or any right, remedy or option hereunder exercised by Subtenant within the time limit relating thereto contained in the Master Lease. Notwithstanding the foregoing, if the Master Lease allows only ten (10) days or less for Sublandlord, as tenant thereunder, to perform any act, to undertake to perform such act, or to correct a failure relating to the Sublease Premises, then Subtenant shall perform or undertake such act and/or correct such failure within the time provided therefor in the Master Lease, less two (2) business days. If Sublandlord or Subtenant receives any notice or demand from Master Landlord under the Master Lease, said party shall promptly give a copy thereof to the other in the manner provided for the giving of notices herein. Notwithstanding the foregoing, any applicable notice or cure period for Subtenant will begin to run on the date upon which Subtenant has received any applicable notices required in connection therewith, regardless of when Sublandlord receives any such notice from Master Landlord.

C. Subtenant shall comply with all of the terms, covenants and conditions of the Master Lease on the part of the Tenant therein named arising after the Effective Date of this Sublease as they affect the Sublease Premises (other than those not incorporated into this Sublease).

D. The following provisions of the Master Lease, Riders and Exhibits attached thereto, and First Amendment shall not be incorporated herein by reference because they are either not applicable, are otherwise covered herein, or otherwise do not apply: (i) Master Lease Sections 3(A), 3(B), 3(C), 3(D), 4(A), 9(C), 18(D), 31, and 33(E); (ii) Master Lease Rider No. 1, Rider No. 2, Rider No. 3, and any references within the Master Lease thereto; (iii) Master Lease Exhibit A-1, Exhibit C, and Exhibit D, and any references within the Master Lease thereto, and; (iv) First Amendment in its entirety.

E. The term “Landlord” where used in the following Sections of the Master Lease, as incorporated herein by reference, shall refer to Master Landlord only and shall not refer to Sublandlord: 4(B) (except in regard to payments, which are to be made to Sublandlord), 4(C) (except in regard to payments, which are to be made to Sublandlord), 4(D), 4(E), 4(F), 4(G),7, 8, 9(B), 14(B), 16(A), 20, 28, 30(D) and 32.

F. The term “Landlord” where used in the following Sections of the Master Lease, as incorporated herein by reference, shall refer to both Master Landlord and Sublandlord: Sections 10, 13, 14(A), 15, 17 (provided that references to “Building” or “Property” in such Section will, as to Sublandlord, be deemed instead to refer to the Sublease Premises) and 25.

G. Any provision of the Master Lease that requires “Landlord” or any other party to be a “named insured”, “loss payee”, or “additional insured”, shall include Master Landlord, Sublandlord and any other parties required by the Master Lease.

H. Any provisions of the Master Lease that provides for “Tenant” to indemnify “Landlord” shall be deemed to include Master Landlord and Sublandlord.

I. Subject to Section 16.B below, performance by Master Landlord as the “Landlord” under the Master Lease shall be deemed and accepted by Subtenant as performance by Sublandlord herein and Sublandlord shall not be responsible for any breach of the Master Lease by Master Landlord or any nonperformance or noncompliance with any provision thereof by Master Landlord, including the failure of Master Landlord to provide any services, utilities, and/or repairs. Subject to Section 16.B below, Sublandlord makes no representation that Master Landlord will provide any or all of the services, utilities and/or repairs referred to in the Master Lease, whether incorporated herein or not.

J. Neither Sublandlord nor Subtenant shall do or permit anything to be done that would violate or breach the terms and provisions of the Master Lease or cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Landlord or Sublandlord under the Master Lease or by reason of any agreement between Master Landlord and Sublandlord, without the consent of the other party hereto.

14. Subtenant’s Covenants and Representations .

A. Except as otherwise provided herein, Subtenant covenants and agrees to perform and to observe all of the covenants, agreements, terms, provisions and conditions of the Master Lease on the part of the “Tenant” thereunder to be performed and observed during the Term, to the extent that they apply to the Sublease Premises or the use and occupancy by Subtenant of the Sublease Premises and the services and facilities of the Building. Subtenant also covenants and agrees not to do or cause to be done or suffer or permit any act or thing to be done or suffered which would or might (i) constitute or cause a default under the Master Lease, (ii) cause the Master Lease or the rights of Sublandlord thereunder to be canceled, terminated or forfeited, (iii) cause Sublandlord to become liable for any damages, costs, claims or penalties, or (iv) adversely affect or reduce any of Sublandlord’s rights or benefits under the Master Lease.

B. Promptly after receipt by Subtenant, Subtenant shall deliver to Sublandlord a copy of any notice of default or any other notice, statement, demand and other communication given or sent by or on behalf of Master Landlord which relates or is applicable to (i) the Sublease Premises; (ii) the Master Lease; (iii) Subtenant’s use and occupancy of the Sublease Premises; and (iv) the services and facilities of the Building being furnished to the Sublease Premises or Subtenant.

C. Except to the extent arising from the negligence, intentional misconduct or breach of this Sublease of or by Sublandlord, its directors, officers, partners, employees, shareholders and agents, Subtenant shall defend, indemnify and hold harmless Sublandlord, its directors, officers, partners, employees, shareholders and agents and any predecessors in interest

and successors and assigns against and from (i) any and all claims (1) arising from the conduct of Subtenant or any sublessee of Subtenant, or the employees or visitors of either, or of any business or any work or thing whatsoever done to the Sublease Premises, or any condition created in or about the Sublease Premises during the Term of this Sublease, or (2) arising from any negligent or otherwise wrongful act or omission of Subtenant or any sublessee of Subtenant, or the employees or visitors of either; (ii) any failure by Subtenant or any sublessee of Subtenant to comply with the provisions of this Sublease; (iii) arising from the conduct, act or omission of Subtenant, its sublessees, or the employees or visitors of each in the Building and in the use of any Common Areas therein; and (iv) all costs, expenses and liabilities incurred by Sublandlord in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable legal fees and expenses. In the event any action or proceeding shall be brought against Sublandlord or any of the foregoing indemnitees by reason of any such claim, Subtenant, upon notice from Sublandlord, shall resist and defend such action or proceeding with counsel previously and reasonably approved by Sublandlord.

D. The foregoing provisions are not intended to limit or affect the provisions of the Master Lease as incorporated herein. The indemnifications and obligations of this Section shall survive the expiration or earlier termination of this Sublease.

15. Sublandlord’s Covenants and Representations .

A. Except as otherwise provided herein, Sublandlord covenants and agrees to perform and observe all of the terms, covenants, provisions, conditions and agreements of the Master Lease including, without limitation, any and all rules and regulations which shall be in effect from time to time during the Sublease Term, in such a manner so as to prevent the Master Lease from being terminated, unless in connection with any such termination, Master Landlord accepts this Sublease as a direct lease between Master Landlord and Subtenant. Sublandlord represents and warrants to Subtenant that (i) Exhibit B is a true and correct copy of the Master Lease, including any amendments and modifications thereto, (ii) the Master Lease is in full force and effect, (iii) there are no other promises, agreements, understandings or commitments between Master Landlord and Sublandlord relating to the Sublease Premises, and no agreements between Sublandlord and any lender of Master Landlord are currently in effect, (iv) Sublandlord has not given any currently effective notice of default or termination under the Master Lease to Master Landlord, nor has Sublandlord received any currently effective notice of default or termination under the Master Lease from Master Landlord, (v) to Sublandlord’s current actual knowledge, neither Master Landlord nor Sublandlord is in default under the Master Lease (and no circumstances exist that, with the giving of notice or passing of time, may become a default under the Master Lease), and (vi) Sublandlord has not previously assigned the Master Lease or sublet the Sublease Premises. The phrase “Sublandlord’s current actual knowledge” shall be deemed to mean the current actual knowledge of J. Andrew Keller, Sublandlord’s Director of Administration, and Greg S. Gilbert, the Administrative Partner of Sublandlord’s Las Vegas, Nevada office. If Sublandlord terminates the Master Lease a permitted under the terms of this Sublease, Subtenant agrees, upon Master Landlord’s agreement to recognize Subtenant as its direct tenant under the terms of this Sublease, to attorn to Master Landlord under the terms hereof in connection with any such termination and to execute an attornment agreement in such form as may reasonably be requested by Sublandlord or Master Landlord and be acceptable to

Subtenant in its reasonable judgment. Sublandlord shall not agree to any amendment to the Master Lease without Subtenant’s consent that would adversely affect Subtenant’s use or occupancy of the Sublease Premises or Common Areas.

B. Promptly after receipt by Sublandlord, Sublandlord shall deliver to Subtenant a copy of any notice of default or any other notice, statement, demand and other communication given or sent by or on behalf of Master Landlord which relates or is applicable to (i) the Sublease Premises; (ii) the Master Lease; (iii) Subtenant’s use and occupancy of the Sublease Premises; and (iv) the services and facilities of the Building being furnished to the Sublease Premises or Subtenant.

C. Except to the extent arising from the negligence, intentional misconduct or breach of this Sublease of or by Subtenant, its directors, officers, partners, employees, shareholders and agents, Sublandlord shall defend, indemnify and hold harmless Subtenant, its directors, officers, partners, employees, shareholders and agents and any predecessors in interest and successors and assigns against and from (i) any and all claims arising from any negligent or otherwise wrongful act or omission of Sublandlord or the employees or agents of Sublandlord; (ii) any failure by Sublandlord or any sublessee of Sublandlord (other than Sublessee) to comply with the provisions of this Sublease; (iii) all costs, expenses and liabilities incurred by Subtenant in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable legal fees and expenses; or (iv) any breach, default or source of liability that arose or accrued with respect to the Master Lease or the Master Premises as a result of any act or omission of Sublandlord prior to the date of Subtenant’s occupancy of the Sublease Premises. In the event any action or proceeding shall be brought against Subtenant or any of the foregoing indemnitees by reason of any such claim, Sublandlord, upon notice from Subtenant, shall resist and defend such action or proceeding with counsel previously and reasonably approved by Subtenant.

D. This Section 15 shall survive the expiration or earlier termination of this Sublease.

16. Master Landlord’s Services; Disputes with Master Landlord .

A. Notwithstanding anything contained in this Sublease to the contrary, Subtenant agrees and understands that Sublandlord does not make or adopt any representation or warranty of Master Landlord that has been incorporated herein from the Master Lease. Subtenant acknowledges and agrees that, except as may be expressly set forth herein, all services, repairs, restorations and access to and for the Sublease Premises provided for under the Master Lease will, in fact, be provided by Master Landlord, and Sublandlord shall have no obligations during the Sublease Term to provide any such services, repairs, restorations and access.. Subtenant agrees to look solely to Master Landlord for the furnishing of such services, repairs, restorations and access. Sublandlord makes no representation that Master Landlord will provide or perform any of the services, repairs, restorations or access referred to and incorporated herein from the Master Lease. Sublandlord shall in no event be liable to Subtenant nor shall the obligations of Subtenant hereunder be impaired or the performance thereof be excused because of any failure or delay on Master Landlord’s part in furnishing such services, repairs, restorations and access; provided, however, that if Sublandlord’s Base Rent payable

under the Master Lease is actually abated pursuant to the Master Lease in respect to the Sublease Premises or any portion thereof, or in respect to any services allocated to the Sublease Premises pursuant to this Sublease, then Base Rent payable hereunder by Subtenant shall also be abated during the same period and to the corresponding extent that Sublandlord’s Base Rent is so abated. Except as otherwise specifically provided in this Sublease, Subtenant further acknowledges and agrees that Sublandlord shall have no obligations to (i) provide any insurance with respect to the Building, the Sublease Premises or the improvements therein (except as may be required of “Tenant” under the Master Lease), or (ii) take any other action that Master Landlord is obligated to provide, make, comply with, take or cause to be done, under the Master Lease (collectively, “ Services ”), and the only Services or rights to which Subtenant is entitled hereunder are those to which Sublandlord is entitled as the “Tenant” under the Master Lease, and for all such Services and rights, Subtenant will look solely to the Master Landlord. Nothing contained in this Section 16.A shall negate the provisions of Section 16.B below concerning the obligations of Sublandlord and Subtenant with respect to the enforcement of rights against Master Landlord under the Master Lease.

B. Sublandlord hereunder assumes no liability for any covenants, indemnities, representations or warranties made by Master Landlord under the Master Lease, other than those that have been incorporated into this Sublease for performance by Sublandlord. If Master Landlord shall default in any of its obligations to Sublandlord with respect to the Sublease Premises, Subtenant shall be entitled to participate with Sublandlord in the enforcement of Sublandlord’s rights against Master Landlord, which participation by Subtenant shall be at Subtenant’s sole cost and expense. Sublandlord shall reasonably cooperate with Subtenant in demanding performance from Master Landlord, at no cost or expense to Sublandlord, but Sublandlord shall have no obligation to bring any action or proceeding or to take any additional steps beyond the initial demand to enforce Sublandlord’s rights against Master Landlord. If, after written request from Subtenant, Sublandlord refuses, in its sole discretion, to file any action or proceeding or take additional action for the enforcement of Sublandlord’s rights against Master Landlord with respect to the Sublease Premises within a reasonable period of time, considering the nature of Master Landlord’s default and any applicable notice and cure periods, Subtenant shall have the right upon written notice to Sublandlord to take such action in its own name, at its sole cost and expense; provided, however, such right shall only be for that particular purpose and only to such extent necessary. In such event, the rights of Sublandlord under the Master Lease are hereby conferred upon and assigned to Subtenant, and Subtenant is hereby subrogated to such rights to the extent that the same shall apply to the Sublease Premises. If any such action against Master Landlord in Subtenant’s name shall be barred by reason of lack of privity, non-assignability or otherwise, Subtenant may take such action in Sublandlord’s name, provided that (i) legal counsel representing Subtenant in such action shall be reasonably acceptable to Sublandlord, and (ii) Subtenant has obtained the prior written consent of Sublandlord, which consent shall not be unreasonably withheld so long as Subtenant agrees, in writing, that Subtenant shall indemnify and hold Sublandlord harmless from and against all liability, loss, damage, or expense, which Sublandlord shall suffer or incur by reason of such action. Sublandlord shall have the right to condition such consent upon Subtenant’s delivery of a bond issued by a surety company of recognized responsibility, or other security satisfactory to Sublandlord as sufficient to indemnify and protect Sublandlord against any loss, cost, liability, damage or expenses, including, without limitation, interest and penalties and reasonable

attorneys’ fees and disbursements, which could arise by reason of such action. Sublandlord agrees to cooperate with Subtenant as is reasonably required in connection with an action or proceeding by Subtenant against Master Landlord to enforce Sublandlord’s rights under the Master Lease in respect of the Sublease Premises; provided that Subtenant shall have agreed in writing to reimburse Sublandlord for any out-of-pocket expenses incurred by Sublandlord in connection with such cooperation.

C. Subtenant agrees that, except as otherwise expressly provided herein, Sublandlord shall not be required to dispute any determinations or other assertions or claims of Master Landlord regarding the rights or obligations of Sublandlord, as “Tenant” under the Master Lease for which Subtenant is or may be responsible under this Sublease or by which Subtenant may be bound; provided, however, that this provision shall not limit or affect Subtenant’s rights or Sublandlord’s obligations under 16(A) and 16(B) hereof.

D. The provisions of this Section 16 shall survive the expiration or earlier termination of this Sublease.

17. Cooperation . Subtenant agrees and acknowledges that various rights, benefits, obligations and liabilities under the Master Lease inure to the benefit of and are binding upon Sublandlord, and pertain to the Building as a whole. To the extent that any right, benefit, obligation or liability contained in the Master Lease is not specifically addressed in this Sublease and such right, benefit, obligation or liability pertains to the Building as a whole, then Subtenant’s rights, benefits, obligations or liabilities with respect to such provision, as incorporated herein by reference, shall be deemed to be subject to the concurrent rights, benefits, obligations and liabilities of Sublandlord with respect thereto. In addition, to the extent of any conflict or inconsistency between the rights granted to Subtenant hereunder and the rights of Sublandlord with respect to the Building and the Master Lease, Subtenant shall cooperate in good faith with Sublandlord to resolve any such conflict or inconsistency. In addition, Sublandlord will reasonably cooperate with Subtenant to cause Master Landlord to provide services required by Subtenant in addition to those otherwise required to be provided by Master Landlord under the Master Lease (such as after-hours air conditioning or heat). Subtenant shall pay Master Landlord’s charge for those additional services promptly after receipt of an invoice therefor from Landlord or Sublandlord. If at any time a charge for any services is attributable to the use of the services both by Sublandlord and Subtenant, the cost shall be equitably divided between them.

18. Insurance . Subtenant shall maintain all insurance required by the Master Lease with respect to the Sublease Premises and shall deliver to Sublandlord policies of insurance and certificates or such other evidence of such insurance not later than three (3) business days prior to the Commencement Date.

19. Brokers . Sublandlord represents that it has dealt directly with and only with Colliers Nevada LLC, d/b/a Colliers International (“ Sublandlord’s Broker ”), as its real estate representative in connection with this Sublease. Subtenant represents that it has dealt directly with and only with CBRichard Ellis as its real estate representative in connection with this Sublease (“ Subtenant’s Broker ”). Sublandlord shall pay (or cause to be paid) commissions to

Sublandlord’s Broker, who shall pay a portion of the commission to and Subtenant’s Broker, as set forth in Section 16. of that certain letter dated October 20, 2008, from Sublandlord’s Broker to Subtenant’s Broker. SUBTENANT AND SUBLANDLORD SHALL EACH INDEMNIFY THE OTHER AGAINST ALL COSTS, EXPENSES, ATTORNEYS’ FEES, LIENS AND OTHER LIABILITY FOR COMMISSIONS OR OTHER COMPENSATION CLAIMED BY ANY BROKER OR AGENT CLAIMING THE SAME BY, THROUGH OR UNDER THE INDEMNIFYING PARTY, EXCEPT THAT NO INDEMNITY IS GIVEN BY SUBTENANT WITH RESPECT TO THE BROKER(S) SPECIFICALLY IDENTIFIED ABOVE.

20. Signage . Subject to the consent of Master Landlord, Subtenant shall be entitled to a single line on the lobby directory listing, at no charge to Subtenant. In addition, so long as the Master Landlord agrees to allow Subtenant to maintain the same, Subtenant shall be provided with one (1) strip for Subtenant’s name on the Building’s monument sign. The costs of fabricating and installing the monument sign listing shall be paid by Sublandlord. Subtenant shall be responsible for obtaining Master Landlord’s approval of any other signage desired by Subtenant in the Sublease Premises or the Building, at Subtenant’s sole cost and expense.

21. Merger . All prior understandings and agreements between the parties are merged within this Sublease, which, along with the incorporated provisions of the Master Lease, fully and completely sets forth the understanding of the parties. This Sublease may not be changed or terminated orally or in any manner other than by written agreement signed by the party or parties against whom enforcement of the change or termination is sought.

22. Exculpation of Parties . Notwithstanding anything contained herein to the contrary, Subtenant shall look solely to Sublandlord (and Sublandlord’s interest in the Sublease and Master Premises) to enforce Sublandlord’s obligations hereunder and no partner, shareholder, director, officer, principal, employee or agent, directly and indirectly, of Sublandlord (collectively, the “ Sublandlord Exculpated Parties ”) shall be personally liable for the performance of Sublandlord’s obligations under this Sublease. Subtenant shall not seek any damages against any of the Sublandlord Exculpated Parties. The limitation on the personal liability of the Sublandlord Exculpated Parties shall not in any manner constitute a waiver of or affect any of the obligations of Sublandlord under this Sublease, nor limit Subtenant’s rights to name any of the Sublandlord Exculpated Parties in any action or proceeding relating to this Sublease to the extent necessary to recover any judgment from Sublandlord or the Sublandlord Exculpated Parties, provided that no such judgment shall be personally enforced against any of the Sublandlord Exculpated Parties.

23. Notices . All notices, consents and demands hereunder shall be in writing and shall be personally delivered or sent via overnight delivery by a nationally recognized carrier, addressed to the other party at its address set forth in the Basic Lease Information of this Sublease, and shall be deemed received upon (i) delivery, if personally delivered, or on the date of attempted deliver, if delivery is refused, or (ii) one (1) business day after mailing, if sent via overnight delivery. Either party may, by notice in writing, direct that future notices or demands be sent to a different address.

24. Successors and Assigns . This Sublease shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

25. No Waiver . The failure of Sublandlord to insist in any one or more cases upon the strict performance or observance of any obligation of Subtenant hereunder or to exercise any right or option contained herein shall not be construed as a waiver or relinquishment for the future of any such obligation of Subtenant or any right or option of Sublandlord. Sublandlord’s receipt and acceptance of payment of Base Rent or Sublandlord’s acceptance of performance of any other obligation by Subtenant, with knowledge of Subtenant’s breach of any provision of this Sublease shall not be deemed a waiver of such breach. No waiver by Sublandlord of any term, covenant or condition of this Sublease shall be deemed to have been made unless expressed in writing and signed by Sublandlord.

26. Counterparts . This Sublease may be executed in any number of counterparts with the same effect as if both parties had signed the same document. All counterparts shall be construed together and shall constitute one Sublease.

27. Governing Law . This Sublease shall be governed by and construed pursuant to the law of the State of Nevada.

28. Signs . Subtenant shall not place any sign upon the Sublease Premises or any other part of the Building without Sublandlord’s prior written consent.

29. Time is of the Essence . Time is of the essence of each term and provision of this Sublease.

Signatures on next page.

Sublandlord and Subtenant have executed this Sublease as of the Effective Date specified above.

	SUBLANDLORD:

	Holland & Hart LLP,
	a Colorado limited liability partnership


	By:	/s/ Lawrence J. Wolfe

	Name:	Lawrence J. Wolfe

	Its:	Managing Partner

	Date:	11/24, 2008


	SUBTENANT:

	Tropicana Entertainment LLC,
	a Delaware limited liability company


	By:	/s/ Robert Kocienski

	Name:	Robert Kocienski

	Its:	CFO

	Date:	11-19, 2008

MASTER LANDLORD’S CONSENT

The undersigned, 3930 HHP LLC, a Delaware limited liability company, as Landlord under the Master Lease, hereby (i) agrees and consents to the Sublease to which this Master Landlord’s Consent is attached, subject to the terms and conditions set forth in the Sublease; (ii) waives any rights under the Master Lease to adjust rents, recapture all or any portion of the Master Premises or impose any additional rent as a result of such Sublease; (iii) acknowledges that this consent and the Sublease to which it is attached satisfies all documentation requirements for a sublease as are set forth in the Master Lease; (iv) agrees that Section 18.D of the Master Lease will not apply to Subtenant; (v) approves the list of Alterations described on Exhibit “D” to the Sublease; and (vi) represents that: (A) Exhibit B to the Sublease is a true and correct copy of the Master Lease, including any amendments and modifications thereto, (B) the Master Lease is in full force and effect, (C) there are no other promises, agreements, understandings or commitments between Master Landlord and Sublandlord relating to the Sublease Premises, except as set forth in the Master Lease, (D) Master Landlord has not given any currently effective notice of default or termination under the Master Lease to Sublandlord, nor has Master Landlord received any currently effective notice of default or termination under the Master Lease from Sublandlord, (E) to Master Landlord’s current actual knowledge, neither Master Landlord nor Sublandlord is in default under the Master Lease (and no circumstances exist that, with the giving of notice or passing of time, may become a default under the Master Lease), and (F) no consent by any lender of Master Landlord to this Sublease is required. Except for the terms of this Master Landlord’s Consent, nothing contained in this consent shall increase Master Landlord’s obligations under the Master Lease or be constructed as amending or modifying Subtenant’s obligations to Master Landlord under the Master Lease. Notwithstanding any contrary provision of the Master Lease, Master Landlord agrees to provide to Subtenant copies of all notices required or permitted under the Master Lease to be given by Master Landlord to Sublandlord concurrently with the delivery thereof to Sublandlord. Master Landlord further agrees that, notwithstanding any contrary provision of the Master Lease or applicable law, if the Master Lease is terminated prior to the expiration of the Sublease Term, then Master Landlord will nonetheless recognize Subtenant as its direct tenant on all of the terms and conditions of the Sublease and not disturb Subtenant’s possession of the Sublease Premises.

	MASTER LANDLORD:

	3930 HHP LLC,
	a Delaware limited liability company


	By:

	Name:

	Its:

	Date:	, 2008

EXHIBIT “A”

TO SUBLEASE AGREEMENT

Floor Plan of Sublease Premises

[ See attached.]

A-1

FLOOR PLAN

OF LEASED PREMISES

EXHIBIT “B”

TO SUBLEASE AGREEMENT

Master Lease

[ See attached.]

B-1

MASTER LEASE

OFFICE LEASE

BETWEEN

3930 HHP LLC

(“LANDLORD”)

AND

HALE LANE PEEK DENNISON AND HOWARD PROFESSIONAL CORPORATION

(“TENANT”)

TABLE OF CONTENTS

		PAGE

1.	Basic Lease Information	1
2.	Lease Grant	3
3.	Term: Adjustment of Commencement Date: Early Access	3
4.	Rent	4
5.	Tenant’s Use of Premises	8
6.	Intentionally Omitted	9
7.	Services Furnished by Landlord	9
8.	Use of Electrical Services by Tenant	10
9.	Repairs and Alterations	11
10.	Entry by Landlord	12
11.	Assignment and Subletting	13
12.	Liens	14
13.	Indemnity	14
14.	Insurance	15
15.	Mutual Waiver of Subrogation	15
16.	Casualty Damage	16
17.	Condemnation	16
18.	Events of Default	17
19.	Remedies	17
20.	Limitation of Liability	19
21.	No Waiver	19
22.	Tenant’s Right to Possession	19
23.	Intentionally Omitted	19
24.	Holding Over	19
25.	Subordination to Mortgages: Estoppel Certificate	20
26.	Attorneys’ Fees	20
27.	Notice	20
28.	Reserved Rights	20
29.	Surrender of Premises	21
30.	Hazardous Materials	21
31.	Signage	22
32.	Rooftop Communications Equipment	22
33.	Miscellaneous	22

EXHIBITS AND RIDERS :

EXHIBIT A-l		OUTLINE AND LOCATION OF PREMISES
EXHIBIT A-2		LEGAL DESCRIPTION OF PROPERTY
EXHIBIT B		RULES AND REGULATIONS
EXHIBIT C		COMMENCEMENT LETTER
EXHIBIT D		WORK LETTER
EXHIBIT E		PARKING AGREEMENT

RIDER NO. 1		OPTION TO EXTEND
RIDER NO. 2		OPTION TO EXPAND
RIDER NO. 3		PREFERENTIAL RIGHT TO LEASE

OFFICE LEASE

This Office Lease (this “ Lease ”) is entered into by and between 3930 HHP LLC, a Delaware limited liability company (“ Landlord ”), and HALE LANE PEEK DENNISON AND HOWARD PROFESSIONAL CORPORATION, a Nevada professional corporation (“ Tenant ”), and shall be effective as of the date set forth below Landlord’s signature (the “ Effective Date ”)

1. Basic Lease Information . The key business terms used in this Lease are defined as follows:

A. “ Building ” : The building commonly known as “3930 Howard Hughes Parkway” and located in Las Vegas, Nevada 89109.

B. “ Rentable Square Footage of the Building ” is agreed and stipulated to be 85,923 square feet.

C. “ Premises ” : The area shown on Exhibit A-l to this Lease. The Premises arc located on the fourth floor of the Building and known as suite number 400. The “ Rentable Square Footage of the Premises ” is deemed to be 18,035 square feet. The “ Usable Square Footage of the Premises ” is deemed to be 17,314 square feet. If the Premises include, now or hereafter, one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building, the Rentable Square Footage of the Premises, and the Usable Square Footage of the Premises are correct and shall not be remeasured.

D. “ Base Rent ” :

Period				Monthly Rate Per Rentable Square Foot		Monthly Base Rent

	RCD	to	12	$	2.45	$	44,185.75
	13	to	24	$	2.52	$	45,511.32
	25	to	36	$	2.60	$	46,876.66
	37	to	48	$	2.68	$	48,282.96
	49	to	60	$	2.76	$	49,731.45
	61	to	72	$	2.84	$	51,223.39
	73	to	84	$	2.93	$	52,760.10
	85	to	96	$	3.01	$	54,342.90
	97	to	108	$	3.10	$	55,973.19
	109	to	120	$	3.20	$	57,652.38

RCD = Rent Commencement Date

ED = Expiration Date

E. “ Tenant’s Pro Rata Share ”: The percentage equal to the Rentable Square Footage of the Premises divided by the Rentable Square Footage of the Building.

F. “ Base Year ” for Operating Expenses: 2006.

G. “ Term ”: The period beginning on the Commencement Date and ending approximately 120 months after the Rent Commencement Date, subject to the provisions of Article 3.

H. “ Estimated Commencement Date ”: February 1, 2006, subject to adjustment, if any, as provided in Section 3.A and the Work Letter.

I. Intentionally Omitted.

J. “ Guarantor(s) ”: None required.

K. “ Business Day(s) ”: Monday through Friday of each week, exclusive of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving and Christmas Day (“ Holidays ”) . Landlord may designate additional Holidays, provided that the additional Holidays are federal or Nevada state holidays and commonly recognized by other office buildings in the area where the Building is located.

L. “ Law(s) ”: All applicable statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity, now or hereafter adopted, including the Americans with Disabilities Act and any other law pertaining to disabilities and architectural barriers (collectively, “ ADA ”), and all laws pertaining to the environment, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §9601 et seq. (“ CERCLA ”), and all restrictive covenants is existing of record and all rules and requirements of any existing association or improvement district affecting the Property.

M. “ Normal Business Hours ”: 8:00 A.M. to 6:00 P.M. on Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays, exclusive of Holidays.

N. “ Notice Addresses ”:

Tenant: On or after the Commencement Date, notices shall be sent to Tenant at the Premises. Prior to the Commencement Date, notices shall be sent to Tenant at the following address:

2300 West Sahara,

Suite 800

Las Vegas, Nevada 89102

Attn: Managing Shareholder
Phone #: (702) 222-2500
Fax #: (702) 365-6940

Landlord:	With a copy to:	And to:

3800 Howard Hughes	2000 Post Oak Blvd.	777 Main Street, Suite 2100
Parkway, Suite 150	Suite 1950	Fort Worth, Texas 76102
Las Vegas, Nevada 89109	Houston, Texas 77056	Attn: Legal Dept.
Attn: Property Manager	Attn: Jane B. Page	Phone #: (817) 321-2100
Phone #: (702) 791-4334	Phone #: (713) 840-1170	Fax #: (817) 321-2000
Fax #: (702) 791-4354	Fax #: (713) 840-1180

Rent (defined In Section 4.A) is payable to the order of 3930 HHP LLC, at the following address: File No. 57504, Los Angeles, California 90074-7504; or by wire transfer to Bank of America, Dallas, Texas, ABA #111-0000-25, for further credit to 3930 HHP LLC, Account #004781670373, Hale Lane Peek Dennison and Howard Professional Corporation, 3930 Howard Hughes Parkway.

O. “ Other Defined Terms ”: In addition to the terms defined above, an index of the other defined terms used in the text of this Lease is set forth below, with a cross-reference to the paragraph in this Lease in which the definition of such term can be found:

Affiliate		11.E
Alterations		9.C(1)
Approved Architectural Documents		Work Letter
Approved Construction Documents		Work Letter
Architectural Documents		Work Letter
Audit Election Period		4.G
Cable		9.A
Claims		13
Commencement Date		3.A
Common Areas		2
Completion Estimate		16.B
Contamination		30.C
Costs of Reletting		19.B
Excess Operating Expences		4.B
Expiration Date		3.A
Force Majeure		31.C
Hazardous Materials		30.C
Landlord Parties		13
Landlord Work		3.A
Landlord’s Rental Damages		19.B
Leasehold Improvements		29
MBP Documents		Work Letter
Minor Alterations		9.C(1)
Monetary Default		18.A
Mortgage		25
Mortgagee		25
Operating Expenses		4.D
Permitted Transfer		11.E
Permitted Use		5.A
Prime Rate		19.B
Property		2
Provider		7.C
Rent		4.A
Rent Commencement Date		4.A
Service Failure		7.B
Special Installations		29

Substantial Completion		Work Letter
Taking		17
Tenant Parties		13
Tenant’s Insurance		14.A
Tenant’s Property		14.A
Tenant’s Removable Property		29
Time Sensitive Default		18.B
Transfer		11.A
Work Letter		3.A

2. Lease Grant. Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, together with the right in common with others to use any portions of the Property (defined below) that shall be designated by Landlord for the common use of tenants and others, including, but not limited to sidewalks, common corridors, vending areas, lobby areas and, with respect to multi-tenant floors, restrooms and elevator foyers (the “ Common Areas ”). “ Property ” consists of the parcel(s) of land described on Exhibit “A-2”, the Building and all appurtenant parking facilities, landscaping, fixtures, Common Areas, service buildings and improvements now or hereafter constructed thereon or on any land acquired by Landlord (or its affiliates) and added to the Property from time to time.

3. Term: Adjustment of Commencement Date: Early Access .

A. Term . This Lease shall govern the relationship between Landlord and Tenant with respect to the Premises from the Effective Date through the last day of the Term specified in Section l.G (the “ Expiration Date ”), unless terminated early in accordance with this Lease. The Term of this Lease (as specified in Section l.G) shall commence on the “ Commencement Date ”, which shall be the earliest of (1) the date on which the Landlord Work (defined below) is Substantially Complete, as determined pursuant to the Work Letter (defined below), or (2) the date on which the Landlord Work would have been Substantially Complete but for Tenant Delay, as such term is defined in the Work Letter, or (3) the date Tenant takes possession of any part of the Premises for purposes of conducting business. If Landlord is delayed in delivering possession of the Premises or any other space due to any reason, including Landlord’s failure to Substantially Complete the Landlord Work by the Estimated Commencement Date, the holdover or unlawful possession of such space by any third party, or for any other reason, such delay shall not be a default by Landlord, render this Lease void or voidable, or otherwise render Landlord liable for damages (except as otherwise provided in Section 3D below) provided that Tenant shall have the right to terminate this Lease in Tenant’s sole discretion if possession of the Premises is not delivered to Tenant on or before April 30, 2006, by giving written notice of termination to Landlord on or before the earlier of (1) the date upon which possession of the Premises is delivered to Tenant, or (2) June 15, 2006. Promptly after the determination of the Commencement Date, the Expiration Date, the Rent schedule and any other variable matters, Landlord shall prepare and deliver to Tenant a commencement letter agreement substantially in the form attached as Exhibit C . If such commencement letter is not executed by Tenant or written objection delivered to Landlord within 30 days after delivery of same by Landlord, then Tenant shall be deemed to have agreed with the matters set forth therein. Notwithstanding any other provision of this Lease to the contrary, if the Expiration Date would otherwise occur on a date other than the last day of a calendar month, then the Term shall be automatically extended to include the last day of such calendar month, which shall become the Expiration Date. “ Landlord Work ” means the work, if any, that Landlord is obligated to perform in the Premises pursuant to a separate work letter agreement (the “ Work Letter ”), if any, attached as Exhibit D . If a Work Letter is not attached to this Lease or if an attached Work Letter does not require Landlord to perform any work, the occurrence of the Commencement Date shall not be conditioned upon the performance of work by Landlord.

B. Acceptance of Premises . Subject to the provisions of the Work Letter and Section 9B hereof, the Premises are accepted by Tenant in “as is” condition and configuration subject to (1) any Landlord obligation to perform Landlord Work, and (2) any latent defects in the Premises of which Tenant notifies Landlord within one (l) year after the Commencement Date (excluding defects in Work performed by Tenant Parties (defined below)). TENANT HEREBY AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS LEASE, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY LANDLORD REGARDING THE PREMISES, THE BUILDING OR THE PROPERTY.

C. Early Access. Tenant shall have access to the Premises fifteen (15) days prior to the date the Landlord Work is Substantially Complete for the sole purpose of installing its furniture, futures and improvements, provided that such early access does not unreasonably interfere with the construction of the Landlord Work. Early access to the Premises shall be subject to all of the terms

and conditions of this Lease, except that Tenant shall not be required to pay Base Rent and Tenant’s Pro Rata Share of Excess Operating Expenses for any days of such early access.

D. Late Delivery of Premises . Landlord and Tenant acknowledge that Tenant’s existing Lease (“ Existing tease ”) at 2300 West Sahara, Las Vegas, Nevada (“ Existing Premises ”) i s scheduled to expire as of December 18, 2005 and that Tenant may be required to pay a premium in base rent (“ Holdover Premium ”) for any holdover of the Existing Premises by Tenant under the Existing Lease over and above the amount of base rent payable for the last month of the term of the Existing Lease. In the event that the Commencement Date does not occur on or before February 1, 2006 as a result of any “Landlord Delay,” as that term is defined below, then Landlord shall, within thirty (30) days after Landlord’s receipt of a reasonably particularized invoice, reimburse Tenant for any Holdover Premium incurred by Tenant for the Existing Premises under the Existing Lease for the period of such delay after February 1, 2006 until the Commencement Date under this Lease to the extent attributable to such Landlord Delay. Landlord shall use its diligent good faith efforts to complete the Landlord Work prior to February 1, 2006. If the current tenant in the Premises fails to vacate the Premises by October 31, 2005, which is the expiration date of its lease, then (i) Landlord shall Promptly file and diligently pursue an action to recover the Premises from such tenant; and (ii) Landlord shall authorize overtime work by Landlord’s contractor and its subcontractors (at Landlord’s cost) if the Landlord Work would not otherwise be completed prior to February 1, 2006. The term “ Landlord Delay ” shall mean any delay in the Substantial Completion of the Tenant Improvements other than a Tenant Delay, as defined in the Work Letter, or a Force Majeure Delay, as defined in Section 33C.

4. Rent .

A. Payments . As consideration for this Lease, commencing on the later of (i) February 1, 2006, or (ii) Commencement Date (the later of (i) or (ii) being referred to herein as the “ Rent Commencement Date ” ), Tenant shall pay Landlord, without any demand, setoff or deduction, the total amount of Base Rent, Tenant’s Pro Rata Share of Excess Operating Expenses (defined in Section 4.B) and any and all other sums payable by Tenant under this Lease (all of which are sometimes collectively referred to as “ Rent ”). Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent under applicable Law. The monthly Base Rent and Tenant’s Pro Rata Share of Excess Operating Expenses shall be due and payable in advance on the first day of each calendar month without notice or demand, provided that the first installment of Base Rent shall be payable on October 1, 2005. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. All payments of Rent shall be by good and sufficient check or by other means (such as automatic debit or electronic transfer) acceptable to Landlord. If the Rent Commencement Date occurs on a day other than the first day of a calendar month, the monthly Base Rent and Tenant’s Pro Rata Share of any Excess Operating Expenses for the month shall be prorated on a daily basis based on a 360 day calendar year. Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due. No endorsement or statement on a check or letter accompanying a check or payment shall be considered an accord and satisfaction, and either party may accept such check or payment without such acceptance being considered a waiver of any rights such party may have under this Lease or applicable Law. Tenant’s covenant to pay Rent is independent of every other covenant in this Lease.

B. Excess Operating Expenses. Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Operating Expenses (defined in Section 4 .D) for each calendar year during the Term exceed Operating Expenses for the Base Year (the “ Excess Operating Expenses ”) . Notwithstanding the foregoing, Tenant’s Pro Rata Share of Controllable Expenses (defined below) shall not increase by more than 5% over Tenant’s Pro Rota Share of Controllable Expenses in the previous calendar year, including the Base Year, on a cumulative, compounded basis. However, any increases in Excess Operating Expenses not recovered by Landlord due to the foregoing limitation shall be carried forward into all succeeding calendar years during the Term (subject to the foregoing 5% limitation) until fully recouped by Landlord. For example, if Controllable Expenses were $100.00 in 2006, then the total Controllable Expenses that could be included in Operating Expenses in 2007 would be $105.00, for 2008 would be $I10.25, for 2009 would be $115.76, and so on. In the preceding example, if Controllable Expenses in both 2008 and 2009 were $112.00, then Landlord could include only $110.25 in Operating Expenses in 2008, but $113.75 (the Controllable Expenses plus the carry-forward from 2008) in 2009. The term “ Controllable Expenses ” means all Operating Expenses, excluding expenses relating to the cost of utilities, property insurance, real estate taxes

and assessments, and other expenses directly arising from statutory increases in the minimum wage. In addition to the foregoing limitation upon increases in Controllable Operating Expenses, Tenant’s Pro Rata Share of water usage fees and charges as a part of Operating Expenses shall not increase by more than 10% of Tenant’s Pro Rata Share of such fees and charges in the previous calendar year, including (the Base Year, on a cumulative, compounded basis. Any increases in water usage fees and charges not recovered by Landlord due to the foregoing limitation shall be carried forward into all succeeding calendar years during the Term (subject to the foregoing 10% limitation) until fully recouped by Landlord. If Operating Expenses in any calendar year decrease below the amount of Operating Expenses for the Base Year, Tenant’s Pro Rata Share of Excess Operating Expenses for that calendar year shall be $0. In no event shall Base Rent be reduced if Operating Expenses for any calendar year are less than Operating Expenses for the Base Year. On or about January 1 of each calendar year, Landlord shall provide Tenant with a good faith estimate of the Excess Operating Expenses for such calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of the Excess Operating Expenses, If Landlord reasonably determines that its good faith estimate of the Excess Operating Expenses was incorrect, Landlord may provide Tenant with a revised estimate. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Excess Operating Expenses by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the most recent estimate(s) until Landlord provides Tenant with the new estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the same year’s prior incorrect estimate(s). Tenant shall pay Landlord the amount of any underpayment within 30 days after receipt of the new estimate. Any overpayment shall be credited against the next sums due and owing by Tenant or, if no further Rent is due, refunded directly to Tenant within 30 days of determination. The obligation of Tenant to pay for Excess Operating Expenses as provided herein shall survive the expiration or earlier termination of this Lease.

C. Reconciliation of Operating Expenses . Within 120 days after the end of each calendar year or as soon thereafter as is practicable, Landlord shall furnish Tenant with a statement of the actual Operating Expenses and Excess Operating Expenses for such calendar year. If the most recent estimated Excess Operating Expenses paid by Tenant for such calendar year are more than the actual Excess Operating Expenses for such calendar year, Landlord shall apply any overpayment by Tenant against Rent due or next becoming due; provided, if the Term expires before the determination of the overpayment, Landlord shall, within 30 days of determination, refund any overpayment to Tenant after first deducting the amount of Rent due. If the most recent estimated Excess Operating Expenses paid by Tenant for the prior calendar year are less than the actual Excess Operating Expenses for such year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Operating Expenses, any underpayment for the prior calendar year.

D. Operating Expenses Defined . “ Operating Expenses ” means all costs and expenses incurred or accrued in each calendar year in connection with the ownership, operation, maintenance, management, repair and protection of the Property which are directly attributable or reasonably allocable to the Building in accordance with sound real estate accounting principles, including Landlord’s personal property used in connection with the Property and including all costs and expenditures relating to the following:

(1) Operation, maintenance, repair and replacements of any part of the Property, including the mechanical, electrical, plumbing, HVAC, vertical transportation, fire prevention and warning and access control systems; materials and supplies (such as building standard light bulbs and ballasts); equipment and tools; floor, wall and window coverings; personal property; required or beneficial easements; and related service agreements and rental expenses.

(2) Administrative costs and management fees, including accounting, information and professional services (excluding legal and other professional fees incurred in the preparation and negotiation of this lease and negotiations and disputes with other tenants); management office(s); and wages, salaries, benefits, reimbursable expenses and taxes (or allocations thereof) for full and part time personnel involved in operation, maintenance and management.

(3) Janitorial service; window cleaning; waste disposal; gas, water and sewer and other utility charges (including add-ons); and landscaping, including all applicable tools and supplies.

(4) Property, liability and other insurance coverages carried by Landlord, including deductibles and risk retention programs and a proportionate allocation of the cost of blanket insurance policies maintained by Landlord and/or its Affiliates (defined below).

(5) Real estate taxes, assessments (including interest on installment payments), business taxes, excises, association dues, fees, levies, charges and other taxes of every kind and nature whatsoever, general and special, extraordinary and ordinary, foreseen and unforeseen, which may be levied or assessed against or arise in connection with ownership, use, occupancy, rental, operation or possession of the Property (including personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property), or substituted, in whole or in part, for a tax previously in existence by any taxing authority, or assessed in lieu of a tax increase, or paid as rent under any ground lease. Real estate taxes do not include Landlord’s income, franchise or estate taxes (except to the extent such excluded taxes arc assessed in lieu of taxes included above).

(6) Compliance with Laws, including license, permit and inspection fees (but not in duplication of capital expenditures amortized as provided in Section 4.D(9)); and all expenses and fees, including attorneys’ fees and court or other venue of dispute resolution costs, incurred in negotiating or contesting real estate taxes or the validity and/or applicability of any governmental enactments which may affect Operating Expenses; provided Landlord shall credit against Operating Expenses any refunds received from such negotiations or contests to the extent originally included in Operating Expenses (less Landlord’s costs).

(7) Building safety services, to the extent provided or contracted for by Landlord.

(8) Goods and services purchased from Landlord’s subsidiaries and Affiliates to the extent the cost of same is generally consistent with rates charged by unaffiliated third parties for similar goods end services.

(9) Amortization of capital expenditures incurred; (a) to conform with Laws; (b) to provide or maintain building standards (other than building standard tenant improvements); or (c) with the intention of promoting safety or reducing or controlling increases in Operating Expenses, such as lighting retrofit and installation of energy management systems. Such expenditures shall be amortized uniformly over the following periods of time (together with interest on the unamortized balance at the Prime Rate (defined in Section 19.B) as of the date incurred plus 2%): for building improvements, the shorter of 10 years or the estimated useful life of the improvement; and for all other items, 3 years for expenditures under $50,000 and 5 years for expenditures in excess of $50,000. Notwithstanding the foregoing, Landlord may elect to amortize capital expenditures under this subsection over a longer period of time based upon (i) the purpose and nature of the expenditure, (ii) the relative capital burden on the Properly, (iii) for cost savings projects, the anticipated payback period, and (iv) otherwise in accordance with sound real estate accounting principles consistently applied.

(10) Electrical services used in the operation, maintenance and use of the Property; sales, use, excise and other taxes assessed by governmental authorities on electical services supplied to the Property, and other costs of providing electrical services to the Property.

(11) All amounts charged to the Building pursuant to the RBA. The “ RBA ” shall mean (i) that certain Amendment and Restatement of the Grant of Reciprocal Easements and Declaration of Covenants recorded in the Official Records of Clark County, Nevada on September 8, 1995 in Book 950908 as Instrument No. 01919 as may be amended from time to time and (ii) that certain Howard Hughes Declaration of Covenants recorded in the Official Records of Clark County, Nevada on October 11,1985 in Book 2199 as Instrument No. 2158547 as amended by the First Amendment to Howard Hughes Declaration of Covenants dated August 28,1995 recorded in the Official Records of Clark County, Nevada on September 8, 1995 in Book 950908 as Instrument No. 01918 as further amended by the Second Amendment to Howard Hughes Declaration of Covenants dated November 27,1995 recorded in the Official Records of Clark County, Nevada on December 6, 1995 in Book 951206 as Instrument No. 00257, as may be amended from time to time.

Operating Expenses shall be calculated in accordance with sound real estate accounting principles consistently applied. As used in this Lease, the “sound real estate accounting principles” used by Landlord in calculating Operating Expenses will, to the extent applicable and except as

otherwise provided in this Lease, be consistent with “generally accepted accounting principles” or “GAAP”.

E . Exclusions from Operating Expenses . Operating Expenses exclude the following expenditures:

(1) Leasing commissions, attorneys’ fees and other expenses related to leasing tenant space and constructing improvements, for the sole benefit of an individual tenant.

(2) Goods and services furnished to an individual tenant of the Building which are above building standard and which are separately reimbursable directly to Landlord in addition to Excess Operating Expenses.

(3) Repairs, replacements and general maintenance paid by insurance proceeds or condemnation proceeds.

(4) Except as provided in Section 4.D(9), depreciation, amortization, Interest payments on any encumbrances on the Property and the cost of capital improvements or additions.

(5) Costs of installing any specialty service, such as an observatory broadcasting facility, luncheon club, or athletic or recreational club.

(6) Expenses for repairs or maintenance related to the Property which have been reimbursed to Landlord pursuant to warranties or service contracts.

(7) Costs (other than maintenance costs) of any art work (such as sculptures or paintings) used to decorate the Building.

(8) Principal payments on indebtedness secured by liens against the Property, or costs of refinancing such indebtedness.

(9) Any fines or penalties levied against Landlord by the Las Vegas Valley Water District for excessive water usage.

(10) Any liens against the Building and the expense of removing the same which are not related to work done or alleged to have been done by or for the benefit of Tenant.

(11) Any administrative or overhead costs of Landlord’s regional management office, other than allocable charges for services provided for the direct support of the Property (such as, for example, information technology, property tax and energy management support).

F . Proration of Operating Expenses; Adjustments . If Landlord incurs Operating Expenses for the Property together with one or more other buildings or properties, whether pursuant to a reciprocal casement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned by Landlord between the Property and the other buildings or properties. If the Building is not 100% occupied during any calendar year or partial calendar year or if Landlord is not supplying services to 100% of the total Rentable Square Footage of the Building at any time during a calendar year or partial calendar year. Operating Expenses shall be determined as if the Building had been 100% occupied and Landlord had been supplying services to 100% of the Rentable Square Footage of the Building during that calendar year. If Tenant pays for Tenant’s Pro Rata Share of Operating Expenses based on increases over a “ Base Year ” and Operating Expenses for a calendar year are determined as provided in the prior sentence, Operating Expenses for the Base Year shall also be determined as if the Building had been 100% occupied and Landlord had been supplying services to 100% of the Rentable Square Footage of the Building. The extrapolation of Operating Expenses under this Section shall be performed by Landlord by adjusting the cost of those components of Operating Expenses that arc impacted by changes in the occupancy of the Building.

G . Audit Rights . Within 60 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “ Audit Election Period ” ) , Tenant may, at its expense, elect to audit Landlord’s Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee”

basis; (4) the audit shall commence within 30 days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within 60 days after commencement; (5) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit; and (7) the accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. Notwithstanding the foregoing, Tenant shall have no right to conduct an audit if Landlord furnishes to Tenant an audit report for the calendar year in question prepared by an independent certified public accounting firm of recognized national standing (whether originally prepared for Landlord or another party). This paragraph shall not be construed to limit, suspend, or abate Tenant’s obligation to pay Rent when due, including estimated Excess Operating Expenses. Landlord shall credit any overpayment determined by the final approved audit report against the next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final approved audit report within 30 days of determination. The foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (defined below) and shall not be available to any subtenant under a sublease of the Premises. If the audit proves that Landlord’s calculation of Operating Expenses for the calendar year under inspection was overstated by more than five percent (5%), then, after verification, Landlord shall pay Tenant’s actual reasonable out-of-pocket audit and inspection fees applicable to the review of said calendar year statement within thirty (30) days after receipt of Tenant’s invoice therefor.

5. Tenant’s Use of Premises .

A. Permitted Uses . The Premises shall be used only for general office use (the “ Permitted Use ”) and for no other use whatsoever. Tenant shall not use or permit the use of the Premises for any purpose which is illegal, in violation of the REA or any other recorded covenants or restrictions, creates obnoxious odors (including tobacco smoke), noises or vibrations, is dangerous
to persons or property, could increase Landlord’s insurance costs, or which, in Landlord’s reasonable opinion, unreasonably disturbs any other tenants of the Building or interferes with the operation or maintenance of the Property. Except as provided below, the following uses are expressly prohibited in the Premises: schools, government offices or agencies; personnel agencies; collection agencies; credit unions; data processing, telemarketing or reservation centers; medical treatment and health care; radio, television or other telecommunications, broadcasting; restaurants and other retail; customer service offices of a public utility company; or any other purpose which would, in Landlord’s reasonable opinion, impair the reputation or quality of the Building, overburden any of the Building systems, Common Areas or parking facilities (including any use which would create a population density in the Premises which is in excess of the density which is standard for the Building), impair Landlord’s efforts to lease space or otherwise interfere with the operation of the Property. Notwithstanding the foregoing, the following ancillary uses are permitted in the Premises only so long as they do not, in the aggregate; occupy more than 10% of the Rentable Square Footage of the Premises or any single floor (whichever is less): (1) the following services provided by Tenant exclusively to its employees: schools, training and other educational services; credit unions; and similar employee services; and (2) the following services directly and exclusively supporting Tenant’s business: telemarketing; reservations; storage; data processing; debt collection; and similar support services.

B. Compliance with Laws . Tenant shall comply with all Laws regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises and the use of the Common Areas. Tenant within 10 days after receipt, shall provide Landlord with copies of any notices Tenant receives regarding a violation or alleged or potential violation of any Laws. Tenant shall comply with the rules and regulations of the Building attached as Exhibit B and such other reasonable rules and regulations (or modifications thereto) adopted by Landlord from time to time. Such rules and regulations will be applied in an equitable manner as reasonably determined by

Landlord. Tenant shall also cause its agents, contractors, subcontractors, employees, customers, and, subtenants to comply with all rules and regulations.

C. Tenant’s Security Responsibility . Tenant shall (1) lock the doors to the Premises and take other reasonable steps to secure the Premises and the personal property of all Tenant Parties (defined in Section 13) and any of Tenant’s transferees, contractors or licensees in the Common Areas and parking facilities of the Building and Property, from unlawful intrusion, theft, fire and, other hazards; (2) keep and maintain in good working order all security and safety devices installed in the Premises by or for the benefit of Tenant (such as locks, smoke detectors and burglar alarms); and (3) cooperate with Landlord and other tenants in the Building on Building safety matters. Tenant acknowledges that any security or safety measures employed by Landlord are for the protection of Landlord’s own interests; that Landlord is not a guarantor of the security or safety of the Tenant Parties or their property; and that such security and safety matters are the responsibility of Tenant and the local law enforcement authorities.

6. Intentionally Omitted .

7. Services Furnished by Landlord .

A. Standard Services . Subject to the provisions of this Lease, Landlord agrees to furnish (or cause a third party provider to furnish) the following services to Tenant during the Term:

(1) Water service for use in the lavatories on each floor on which the Premises are located.

(2) Heat and air conditioning in season during Normal Business Hours, at such temperatures and in such amounts as required by governmental authority or as Landlord determines are standard for the Building. Tenant, upon such notice as is reasonably required by Landlord, and subject to the capacity of the Building systems, may request HVAC service during hours other than Normal Business Hours. Tenant shall pay Landlord for such additional service at a rate equal to $45.00 per operating hour per floor (the “ Hourly HVAC Charge ”) . Landlord shall have the right, upon 30 days prior written notice to Tenant, to adjust the Hourly HVAC Charge from time to time, but not more than once per calendar year, based proportionately upon increases in HVAC coats, which costs include utilities, taxes, surcharges, labor, equipment, maintenance and repair. Notwithstanding the foregoing, the first one thousand five hundred (1,500) hours of overtime HVAC utilized by Tenant in any calendar year shall be charged to Tenant at the discounted rate if Twenty-Five Dollars ($25.00) per hour. In the event that Tenant exercises its option to expand pursuant to Rider No. 2 to this Lease, Tenant shall be entitled to a pro rata amount of discounted overtime HVAC usage in the Expansion Space. The building standard HVAC system is designed to maintain temperatures within the Premises during all seasons of not more than 78° Fahrenheit dry bulb, when, for cooling purposes, outside temperatures are not more than 108° Fahrenheit dry bulb, and 72° Fahrenheit dry bulb, when, for heating purposes, outside temperatures are not less than 24° Fahrenheit dry bulb.

(3) Maintenance and repair of the Property as described in Section 9.B.

(4) Janitorial service five days per week (excluding Holidays), as determined by Landlord. If Tenant’s use of the Premises, floor covering or other improvements require special services in excess of the standard services for the Building, Tenant shall pay the additional cost attributable to the special services.

(5) Elevator service, subject to proper authorization and Landlord’s policies and procedures for use of the elevator(s) in the Building.

(6) Exterior and interior window washing at such intervals as determined by Landlord.

(7) Electricity to the Premises for general office use, in accordance with and subject to the terms and conditions in Article 8.

(8) Landlord shall provide security for the Building and the Property in a manner consistent with the security provided in other comparable first class office buildings of similar size in Clark County, Nevada.

B. Service Interruptions . For purposes of this Lease, a “ Service Failure ” shall mean any interruption, suspension or termination of services being provided to Tenant by Landlord or by third-party providers, whether engaged by Tenant or pursuant to arrangements by such providers with Landlord, which are due to (1) the application of Laws; (2) the failure, interruption or malfunctioning of any electrical or mechanical equipment, utility or other service to the Building or Property; (3) the performance of repairs, maintenance, improvements or alterations; or (4) the occurrence of any other event or cause whether or not within the reasonable control of Landlord. No Service Failure shall render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, or relieve Tenant from the obligation to fulfill any covenant or agreement. In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s Property (defined in Article 14), arising out of or in connection with any Service Failure or the failure of any Building safety services, personnel or equipment. Notwithstanding the foregoing, commencing on the 5th consecutive Business Day of a Service Failure which is beyond the control of Landlord (unless the Service Failure is caused by a fire or other casualty, in which event Section 16 controls), Tenant shall, as its sole remedy, be entitled to an equitable diminution of Base Rent based upon the pro rata portion of the Premises which is rendered unfit for occupancy for the Permitted Use, except to the extent such Service Failure is caused by the gross negligence or willful misconduct of a Tenant Party. To the extent such Service Failure is caused by the ordinary negligence of a Tenant Party, Tenant shall still be entitled to the equitable diminution of Base Rent as described above, provided that Tenant shall first pay to Landlord Landlord’s insurance deductible on its All Risk Property insurance policy.

C. Third Party Services . If Tenant desires any service which Landlord has not specifically agreed to provide in this Lease, such as private security systems or telecommunications services serving the Premises, Tenant shall procure such service directly from a reputable third party service provider ( “ Provider ” ) for Tenant’s own account. Tenant shall require each Provider to comply with the Building’s rules and regulations, all Laws, and Landlord’s reasonable policies and practices for the Building. Tenant acknowledges Landlord’s current policy that requires all Providers utilizing any area of the Property outside the Premises to be approved by Landlord which approval shall not be unreasonably withheld, and to enter into a written agreement acceptable to Landlord prior to gaining access to, or making any installations in or through, such area. Accordingly, Tenant shall give Landlord written notice sufficient for such purposes;

8. Use of Electrical Services by Tenant .

A. Landlord’s Electrical Service . Subject to the terms of this Lease, Landlord shall furnish building standard electrical service to the Premises sufficient to operate customary lighting, office machines and other equipment of similar low electrical consumption. The following parameters constitute building standard electrical design capacity: (i) the total connected electrical load of all electrical equipment serving the Premises shall not exceed an average of 4.0 watts multiplied by the Rentable Square Footage of the Premises delivered through the electrical riser to the electrical room on the floor where the Premises are located; (ii) the connected electrical load for lighting shall not exceed an average of 1.5 watts multiplied by the Rentable Square Footage of the Premises; (iii) emergency power shall be limited to egress lighting only and at Landlord’s option shall be provided by Tenant’s battery backup fixtures or Landlord’s emergency power system; and (iv) no electrical equipment shall exceed the safe and lawful capacity of the existing electrical circuit(s) and facilities serving the Premises. Landlord may, at any time and from time to time, calculate Tenant’s actual electrical consumption in the Premises by a survey conducted by a reputable consultant selected by Landlord, all at Tenant’s expense. The cost of any electrical consumption in excess of that which Landlord determines is standard for the Building shall be paid by Tenant in accordance with Section 8.D. The furnishing of electrical services to the Premises shall be subject to the rules, regulations and practices of the supplier of such electricity and of any municipal or other governmental authority regulating the business of providing electrical utility service. Landlord shall not be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of the electrical service is changed or is no longer available or no longer suitable for Tenant’s requirements. Landlord agrees to include provisions which are substantially similar to this Section 8.A in all other leases for premises in the Building which are entered into after the Effective Date and to enforce this Section 8.A and all such similar provisions in a non-discriminatory manner.

B. Selection of Electrical Service Provider . Landlord shall have and retain the sole right to select the provider of electrical services to the Building and/or the Property. To the fullest extent permitted by Law, Landlord shall have the continuing right to change such utility provider.

All charges and expenses incurred by Landlord due to any such changes in electrical services with the intention of controlling or reducing electrical service costs, or improving or preventing a decline in service, including maintenance, repairs, installation and related costs, shall be included in the electrical services costs referenced in Section 4.D(10), unless paid directly by Tenant. Landlord agrees to use commercially reasonable efforts to minimize the cost of electricity used in the Building.

C. Submetering . Landlord shall have the continuing right, upon 30 days written notice, to install a submeter for the Premises at Tenant’s expense, but such expense shall only be charged to Tenant if Landlord is installing submeters for all or substantially all tenants or has a reasonable belief that Tenant’s electrical consumption is above building standard. Concurrently with Landlord’s approval of the Approved Construction Documents and concurrently with Landlord’s approval of any plans for Alterations which include electrical design, Landlord shall advise Tenant as to whether or not the Landlord Work to be constructed in the Premises pursuant to the Work Letter or any alteration proposed by Tenant would be likely to result in above-standard electrical consumption. If submetering is installed for the Premises, Landlord may charge for Tenant’s actual electrical consumption monthly in arrears for the kilowatt hours used, a rate per kilowatt hour equal to that charged to Landlord by the provider of electrical service to the Building during the same period of time, except as to electricity directly purchased by Tenant from third-party providers after obtaining Landlord’s consent to the same. In the event Landlord is unable to determine the exact kilowatt hourly charge during the period of time, Landlord shall use the average kilowatt hourly charge to the Building for the first billing cycle ending after the period of time in question. Even if the Premises are submetered, Tenant shall remain obligated to pay Tenant’s Pro Rata Share of the cost of electrical services as provided in Section 4.B, except that Tenant shall be entitled to a credit against electrical services costs equal to that portion of the amounts actually paid by Tenant separately and directly to Landlord which are attributable to building standard electrical services submetered to the Premises.

D. Excess Electrical Service . Tenant’s use of electrical service shall not exceed, in voltage, rated capacity, use beyond Normal Business Hours or overall load, that which Landlord deems to be standard for the Building (subject to Section 8.A above). If Tenant requests permission to consume excess electrical service, Landlord may refuse to consent or may condition consent upon conditions that Landlord reasonably elects (including the installation of utility service upgrades, meters, submeters, air handlers or cooling units). The costs of any approved additional consumption (to the extent permitted by Law), installation and maintenance shall be paid by Tenant.

9. Repairs and Alterations .

A. Tenant’s Repair Obligations . Tenant shall keep the Premises in good condition and repair, ordinary wear and tear excepted. Tenant’s repair obligations include, without limitation, repairs to; (1) floor covering and/or raised flooring; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and data cabling and related equipment (collectively, “ Cable ” ) that is installed by or for the benefit of Tenant whether located in the Premises or in other portions of the Building; (6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, dishwashers, ice machines and similar facilities serving Tenant exclusively; (7) phone rooms used exclusively by Tenant; (8) Alterations (defined below) performed by contractors retained by Tenant, including related HVAC balancing; and (9) all of Tenant’s furnishings, trade fixtures, equipment and inventory. Prior to performing any repair obligation which may affect the systems or structure of the Building or any portion of the Common Areas or space leased to other tenants, or which requires work to be performed outside of the Premises or inside the walls or above the ceiling of the Premises, Tenant shall give written notice to Landlord describing the necessary maintenance or repair. Upon receipt of such notice, Landlord may elect either to perform any of the maintenance or repair obligations specified in such notice, or require that Tenant perform such obligations by using contractors approved by Landlord. After a contractor has been approved by Landlord, Tenant may continue to use such contractor for future repairs until Landlord sends Tenant notice to stop using the contractor. All work shall be performed at Tenant’s expense in accordance with the rules and procedures described in Section 9.C below. If Tenant fails to commence any repairs to the Premises for more than 15 days after notice from Landlord (although, notice shall not be required if there is an emergency) and thereafter diligently pursue the completion of such repairs, Landlord may, in addition to any other remedy available to Landlord, make the repairs, and Tenant shall pay to Landlord the reasonable cost of the repairs within 30 days after receipt of an invoice, together with an administrative charge in an amount equal to 15% of the cost of the repairs.

B. Landlord’s Repair Obligations . Landlord shall keep and maintain in good repair and working order and make repairs to and perform maintenance upon: (1) structural elements of the Building; (2) standard mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building generally; (3) Common Areas; (4) the roof of the Building; (5) exterior and interior surface of exterior windows of the Building; and (6) elevators serving the Building. Landlord shall promptly make repairs (taking into account the nature and urgency of the repair) for which Landlord is responsible. If any of the foregoing maintenance or repair is necessitated due to the acts or omissions of any Tenant party (defined in Section 13), Tenant shall pay the costs of such repairs or maintenance to Landlord within 30 days after receipt of an invoice, together with an administrative Charge in an amount equal to 15% of the cost of the repairs.

C. Alterations .

(1) When Consent is Required . Tenant shall not make alterations, additions or improvements to the Premises or install any Cable in the Premises or other portions of the Building (collectively, “ Alterations ”) without first obtaining the written consent of Landlord in each instance which consent shall not be unreasonably withheld. However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “ Minor Alteration ” ) : (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from outside the Premises or Building; (c) will not affect the systems or structure of the Building; (d) does not require work to be performed inside the walls or above the ceiling of the Premises (provided that pulling cabling through existing conduit, without any work being performed inside the walls or above the celling of the Premises, is agreed to be a Minor Alteration); and (e) docs not cost in the aggregate more than Fifty Thousand Dollars ($50,000).

(2) Requirements For All Alterations, Including Minor Alterations. Prior to starling work on any Alteration, Tenant shall furnish to Landlord for review and approval: plans and specifications; names of proposed contractors (provided that Landlord may designate specific contractors with respect to Building systems); copies of contracts; necessary permits and approvals; evidence of contractors’ and subcontractors’ insurance; and Tenant’s security for performance of the Alteration. Changes to the plans and specifications must also be submitted to Landlord for its approval. Some of the foregoing requirements may be waived by Landlord for the performance of specific Minor Alterations; provided that such waiver is obtained in writing prior to the commencement of such Minor Alterations. Landlord’s waiver on one occasion shall not waive Landlord’s right to enforce such requirements on any other occasion. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord as the minimum standard for the Building. Landlord may designate reasonable rules, regulations and procedures for the performance of Alterations in the Building and, to the extent reasonably neccessary to avoid disruption to the occupants of the Building, shall have the right to designate the time when Alterations may be performed. Tenant shall reimburse Landlord within 30 days after receipt of an invoice for reasonable out-of-pocket sums paid by Landlord for third party examination of Tenant’s plans for Alterations. In addition, within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord a fee equal to 5% of the total cost of any Alterations which affect the systems or structure of the Building for Landlord’s oversight and coordination of such Alterations. No later than 30 days after completion of the Alterations, Tenant shall furnish “as-built” plans (which shall not be required for Minor Alterations), completion affidavits, full and final waivers of liens, receipts and bills covering all labor and materials. Tenant shall assure that the Alterations comply with all insurance requirements and Laws’.

(3) Landlord’s Liability For Alterations . Landlord’s approval of an Alteration shall not be a representation by Landlord that the Alteration complies with applicable Laws or will be adequate for Tenant’s use. Tenant acknowledges that Landlord is not an architect or engineer, and that the Alterations will be designed and/or constructed using independent architects, engineers and contractors. Accordingly, Landlord does not guarantee or warrant that the applicable construction documents will comply with Laws or be free from errors or omissions, or that the Alterations will be free from defects, and Landlord will have no liability therefor.

10. Entry by Landlord . Landlord, its agents, contractors and representatives may enter the Premises to inspect or show the Premises, to clean and make repairs, alterations or additions to the Premises, and to conduct or facilitate repairs, alterations or additions to any portion of the Building, including other tenants’ premises. Except in emergencies or to provide janitorial and other Building services after Normal Business Hours, Landlord shall provide Tenant With reasonable prior notice of entry into the Premises, which may be given orally to Tenant’s office manager or managing

shareholder. Landlord shall have the right to temporarily close all or a portion of the Premises to perform repairs, alterations and additions, if reasonably necessary for the protection and safety of Tenant and its employees. Except in emergencies Landlord will not close the Premises if the work can reasonably be completed on weekends and after Normal Business Hours; provided, however, that Landlord is not required to conduct work on weekends or after Normal Business Hours if such work can be conducted without closing the Premises, Entry by Landlord for any such purposes shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent.

11. Assignment and Subletting .

A. Landlord’s Consent Required . Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “ Transfer ” ) without the prior written consent of Landlord, which consent shall not be unreasonably Withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

B. Consent Parameters/Requirements . As part of Tenant’s request for, and as a condition to, Landlord’s consent to a Transfer, Tenant shall provide Landlord with financial statements for the proposed transferee, a complete copy (unexecuted) of the proposed assignment or sublease and other contractual documents, and such other information as Landlord may reasonably request. Landlord shall then have the right (but not the obligation) to terminate this Lease as of the date the Transfer would have been effective ( “ Landlord Termination Date ” ) with respect to the portion of the Premises which Tenant desires to Transfer, in such event, Tenant shall Vacate such portion of the Premises by the Landlord Termination Date and upon Tenant’s vacating such portion of the Premises, the rent and other charges payable shall be proportionately reduced. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease, nor shall the acceptance of Rent from any assignee, subtenant or occupant constitute a waiver or release of Tenant from any of its obligations or liabilities under this Lease. Tenant shall pay Landlord a review fee of $l000 for Landlord’s review of any Permitted Transfer or requested Transfer, provided if Landlord’s actual reasonable costs and expenses (including reasonable attorney’s fees) exceed $1000, Tenant shall reimburse Landlord for its actual reasonable costs and expenses in lieu of a fixed review fee not to exceed $2,500.

C. Payment to Landlord . lf the aggregate consideration paid to a Tenant Party for a Transfer exceeds that payable by Tenant under this Lease (prorated according to the transferred interest), Tenant shall pay Landlord 50% of such excess (after deducting therefrom reasonable leasing commissions arid reasonable costs of tenant improvements paid to unaffiliated third parties in connection with the Transfer, with proof of same provided to Landlord). Tenant shall pay Landlord for Landlord’s share of any excess within 30 days after Tenant’s receipt of such excess consideration. If any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a

credit against Rent in the amount of any payments received, but not to exceed the amount payable by Tenant under this Lease.

D. Change in Control of Tenant . Except for a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership, or similar entity, and if the entity which owns or controls a majority of the voting shares/rights in Tenant at any time sells or disposes of such majority of voting shares/rights, or changes its identity for any reason (including a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as, both before and after the Transfer. Tenant is an entity whose outstanding stock is listed on a recognized U.S. securities exchange, or if at least 80% of its voting stock is owned by another entity, the Voting stock of which is so listed; provided, however, that Tenant shall give Landlord written notice at least 30 days prior to the effective date of such change in ownership or control.

E. No Consent Required . Tenant may assign its entire interest under this Lease to its Affiliate (defined below) or to a successor to Tenant by purchase, merger, consolidation or reorganization, or sublease the Premises or any portion thereof to its Affiliate, without the consent of Landlord, provided that all of the following conditions are satisfied in Landlord’s reasonable discretion (a “ Permitted Transfer ” ); (1) no uncured event of default exists under this Lease; (2) Tenant’s successor shall own all or substantially all of the assets of Tenant; (3) in the case of an Assignment, such Affiliate or successor shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Lease or Tenant’s net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization; (4) no portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) such Affiliate’s or successor’s use of the Premises shall not conflict with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) neither the Transfer nor any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; (7) such Affiliate or successor is not and has not been involved in litigation with Landlord or any of Landlord’s Affiliates; and (8) Tenant shall give Landlord written notice at least 30 days prior to the effective date of the proposed Transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 11.E have been satisfied, including if applicable, the qualification of such proposed transferee as an Affiliate of Tenant. The term “ Affiliate ” means any person or entity controlling, controlled by or under common control with Tenant or Landlord, as applicable. If requested by Landlord, in the case of an Assignment, the Affiliate or successor shall sign a commercially reasonable form of assumption agreement.

12. Liens . Tenant shall not permit mechanic’s or other liens to be placed upon the Property, Premises or Tenant’s leasehold interest in connection with any work or service done or alleged to have been done by or for the benefit of Tenant. If a lien is so placed, Tenant shall, within 30 days of notice from Landlord of the filing of the lien, fully discharge the lien by settling the claim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien Law. If Tenant fails to discharge the liens, then, in addition to any other right or remedy of Landlord, Landlord may bond or insure over the lien or otherwise discharge the lien. Tenant shall, within 30 days after receipt of an invoice from Landlord, reimburse Landlord for any amount paid by Landlord, including reasonable attorneys fees, to bond or insure over the lien or discharge the lien.

13. Indemnity . Subject to Article 15 Tenant shall hold Landlord, its trustees, Affiliates, subsidiaries, members, principals, beneficiaries, partners, officers, directors, shareholders, employees, Mortgagee(s) (defined in Article 25) and agents (including the manager of the Property) (collectively, “ Landlord Parties ” ) harmless from, and indemnify and defend such parties against, all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable attorneys, fees and other professional fees that may be imposed upon, incurred by or asserted against any of such indemnified parties (each a “ Claim ” and collectively “ Claims ” ) that arise out of Tenant’s possession, use, maintenance or repair of the Premises or any act or omission of Tenant or any of Tenant’s employees, agents and invitees in the Premises or on the Property. Provided Landlord Parties are properly named as additional insureds in the policies required to be carried under this Lease, and except as otherwise expressly provided in this Lease, the indemnity set forth in the preceding sentence shall be limited to the greater of (A) $4,000,000, and (B) the aggregate amount of general/umbrella liability insurance actually carried by Tenant. Subject to Section 9.B and Articles, 15 and 20, Landlord shall hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, shareholders, employees and agents (collectively, “ Tenant

Parties ” ) harmless from, and indemnify and defend such parties against, all Claims that arise out of or in connection with any damage or injury occurring in or on the Property (excluding the Premises), to the same extent the Tenant Parties would have been covered had they been named as additional insureds on the commercial general liability insurance policy required to be carried by Landlord under this Lease. The indemnity set forth in the preceding sentence shall be limited to the amount of $4,000,000.

14. Insurance .

A. Tenant’s Insurance . Tenant shall maintain the following insurance ( “ Tenant’s Insurance ” ), at its sole cost and expense: (1) commercial general liability insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a per occurrence limit of no less than $2,000,000 and, in the aggregate, no less than $4,000,000; (2) causes of loss-special form (formerly “all risk”) property insurance, covering all above building standard leasehold improvements and Tenants trade fixtures, equipment, furniture and other personal property within the Premises (“ Tenant’s Property ” ) in the amount of the full replacement cost thereof; (3) business income (formerly “business interruption”) insurance written on en actual loss sustained form or with sufficient limits to address reasonably anticipated business interruption losses; (4) business automobile liability insurance to cover all owned, hired and non-owned automobiles owned or operated by Tenant providing a minimum combined single limit of $1,000,000; (5) workers compensation insurance as required by the state in which the Premises is located and in amounts as may be required by applicable statute (provided, however, if no workers’ compensation insurance is statutorily required, Tenant shall carry workers’ compensation insurance in a minimum amount of $500,000); and (6) employer’s liability insurance in an amount of at least $500,000 per occurrence. Any company underwriting any of Tenant’s Insurance shall have, according to A.M. Best Insurance Guide, a Best’s rating of not less than A- and a Financial Size Category of not less than VIII, All commercial general liability, business automobile liability and umbrella liability insurance policies shall name Landlord (or any successor), Landlord’s property manager, Landlord’s Mortgagee (if any), and their respective members, principals, beneficlarics, partners, officers, directors, employees, and agents, and other designees of Landlord as the interest of such designees shall appear, as “additional insureds” and shall be primary with Landlord’s policy being secondary and noncontributory. If any aggregate limit is reduced because of losses paid to below 75% of the limit required by this Lease, Tenant will notify Landlord in writing within 10 days of the date of reduction. All policies of Tenant’s Insurance shall contain endorsements that the insurer(s) shall give Landlord and its designees at least 30 days’ advance written notice of any change, cancellation, termination or lapse of insurance. Tenant shall provide Landlord with a certificate of insurance and all required endorsements evidencing Tenant’s Insurance prior to the earlier to occur of the Commencement Date or the date Tenant is provided access to the Premises for any reason, and upon renewals at least 10 days prior to the expiration of the Insurance coverage. All of Tenant’s Insurance policies, endorsements and certificates will be on forms and with deductibles and self-insured retention, if any, reasonably acceptable to Landlord. The limits of Tenant’s insurance shall not limit Tenant’s liability under this Lease.

B. Landlord’s Insurance . Landlord shall maintain: (1) commercial general liability insurance applicable to the Property which provides, on an occurrence basis, a minimum combined single limit of no less than $5,000,000 (coverage in excess of $1,000,000 may be provided by way of an umbrella/excess liability policy); and (2) causes of loss-special form (formerly “all risk”) property insurance on the Building in the amount of the replacement cost thereof, as reasonably estimated by Landlord. The foregoing insurance and any other insurance carried by Landlord may be effected by a policy or policies of blanket insurance and shall be for the sole benefit of Landlord and under Landlord’s sole control. Consequently, Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder.

15. Mutual Waiver of Subrogation . Notwithstanding anything in this Lease to the contrary, Tenant waives, and shall cause its insurance carrier(s) and any other party claiming through or under such carrier(s), by way of subrogation or otherwise, to waive any and all rights o f recovery, Claim, action or causes of action against all Landlord Parties for any loss or damage to Tenant’s business, any loss of use of the Premises, and any loss, theft or damage to Tenant’s Property (including Tenant’s automobiles or the contents thereof), INCLUDING ALL RIGHTS (BY WAY OF SUBROGATION OR OTHERWISE) OF RECOVERY, CLAIMS, ACTIONS OR CAUSES OF ACTION ARISING OUT OF THE NEGLIGENCE OF ANY LANDLORD PARTY, which loss or damage is (or would have been, had the insurance required by this Lease been maintained) covered by insurance. In addition, Landlord shall cause its insurance carrier(s) and any other party claiming through or under such carriers), by way

of subrogation or, otherwise, to waive any and all rights of recovery, Claim, action or causes of action against all Tenant Parties for any loss of or damage to or loss of use of the Building, any additions or improvements to the Building, or any contents thereof, INCLUDING ALL RIGHTS (BY WAY OF SUBROGATION OR OTHERWISE) OF RECOVERY, CLAIMS, ACTIONS OR CAUSES OF ACTION ARISING OUT OF THE NEGLIGENCE OF ANY TENANT PARTY, Which loss or damage is (or would have been, had the insurance required by this Lease been maintained) covered by insurance.

16. Casualty Damage .

A. Repair or Termination by Landlord . If all or any part of the Premises are damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. Landlord shall have the right to terminate this Lease if: (1) the Building shall be damaged so that, in Landlord’s judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises have been damaged); (2) Landlord is not permitted by Law to rebuild the Building in substantially the same form as existed before the fire or casualty; (3) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of the casualty; (4) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (5) an uninsured loss of the Building occurs notwithstanding Landlord’s compliance with Section 14.B above Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty. If Landlord does not terminate this Lease under this Section 16.A, Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and/or the Premises to substantially the same condition as existed immediately prior to the date of damage; provided, however, that Landlord shall only be required to incur costs up to the greater of (i) the amount of the Construction Allowance, as defined in the Work Letter, or (ii) the amount required to reconstruct building standard leasehold improvements in the Premises, and Tenant shall be required to pay the cost for restoring any other leasehold improvements. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord.

B. Timing for Repair; Termination by Either party . If all or any portion of the Premises is damaged as a result of fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises, using standard working methods (“ Completion Estimate ”) . If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of damage, then regardless of anything in Section 16.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the fire or casualty was caused by the negligence or intentional misconduct of any of the Tenant Parties. If neither party terminates this Lease under this Section 16.B, then Landlord shall repair and restore the Premises in accordance with, and subject to the limitations of, Section 16.A.

C. Abatement . In the event a material portion of the Premises is damaged as a result of a fire or other casualty, the Base Rent shall abate for the portion of the Premises that is damaged and not usable by Tenant until substantial completion of the repairs and restoration required lo be made by Landlord pursuant to Section 16.A. Tenant, however, shall not be entitled to such abatement if the fire or other casualty was caused by the negligence or intentional misconduct of any of the Tenant Parties. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage. Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Lease.

17. Condemnation . Either party may terminate this Lease if the whole or any material part of the Premises are taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a “ Taking ” ) . Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would leave the remainder of the Building unsuitable for use as an office building in a manner comparable to the Building’s use prior to the Taking. In order to exercise its right to terminate this Lease under this Article 17, Landlord or Tenant, as the case maybe, must provide written notice of termination to the other within 45 days after the terminating party first receives notice of the Taking. Any such termination shall be effective as of the date the physical taking of the Premises or the portion of the

Building or Property occurs. If this Lease is not terminated, the Rentable Square Footage of the Building, the Rentable Square Footage of the Premises and Tenant’s Pro Rata Share shall, if applicable, be appropriately adjusted by Landlord. In addition, Base Rent for any portion of the Premises taken or condemned shall be abated during the unexpired Term effective when the physical taking of the portion of the Premises occurs. All compensation awarded for a Taking, or sale proceeds, shall be the property of Landlord, any right to receive compensation or proceeds being expressly waived by Tenant. However, Tenant may file a separate claim at its sole cost and expense for Tenant’s Property (excluding above building standard leasehold improvements) and Tenant’s reasonable relocation expenses, provided the filing of such claim does not diminish the award which would otherwise be receivable by Landlord.

18. Events of Default . Tenant shall be considered to be in default under this Lease upon the occurrence of any of the following events of default:

A. Tenant’s failure to pay when due all or any portion of the Rent (“ Monetary Default ”).

B. Tenant’s failure to perform any of the obligations of Tenant in the manner set forth in Articles 14, 24 or 25 (a “ Time Sensitive Default ”) .

C. Tenant’s failure (other than a Monetary Default or a Time Sensitive Default) to comply with any term, provision or covenant of this Lease, if the failure is not cured within 10 days after written notice to Tenant. However, if Tenant’s failure to comply cannot reasonably be cured within 10 days, Tenant shall be allowed additional time (not to exceed an additional 10 days) as is reasonably necessary to cure the failure so long as: (1) Tenant commences to cure the failure within the 10 day period following Landlord’s initial written notice, and (2) Tenant diligently pursues a course of action that will cure the failure and bring Tenant back into compliance with this Lease, However, if Tenant’s failure to comply creates a hazardous condition, the failure must be cured immediately upon notice to Tenant.

D. Tenant or any Guarantor becomes insolvent, files a petition for protection under the U.S. Bankruptcy Code (or similar Law) or a petition is filed against Tenant or any Guarantor under such Laws and is not dismissed within 45 days after the date of such filing, makes a transfer in defraud of creditors or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts when due.

E. The leasehold estate is taken by process or operation of Law.

F. In the case of any ground floor or retail tenant, or any other tenant whose space is visible from the Common Areas or elevator lobby areas of the Building, Tenant does not take possession of, or abandons or vacates all or a substantial portion of the Premises.

G. Tenant is in default beyond any notice and cure period under any other lease or agreement with Landlord, including any lease or agreement for parking.

19. Remedies .

A. Landlord’s Remedies . Upon any default, Landlord shall have the right without notice or demand (except as provided in Article 18) to pursue any of its rights and remedies at Law or in equity, including any one or more of the following remedies:

(1) Terminate this Lease;

(2) Re-enter the Premises, change locks, alter security devices and lock out Tenant or terminate Tenant’s right of possession of the Premises without terminating this Lease;

(3) Remove and store, at Tenant’s expense, all the property in the Premises using such lawful force as may be necessary;

(4) Cure such event of default for Tenant at Tenant’s expense (plus an administrative fee equal to 15% of the amounts expended by Landlord to cure such default);

(5) Withhold or suspend payment of sums Landlord would otherwise be obligated to pay to Tenant under this Lease or any other agreement;

(6) Require all future payments to be made by cashier’s check, money order or wire transfer after the first time any check is returned for insufficient funds, or the second time any sum due hereunder is more than five (5) days late after written notice; and/or

(7) Recover such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable Law, including any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of events would be likely to result therefrom.

B. Measure of Damag es.

(1) Calculation . If Landlord either terminates this Lease or terminates Tenant’s right to possession of the Premises, Tenant shall immediately surrender and vacate the Premises and pay. Landlord on demand: (a) all Rent accrued through the end of the month in which the termination becomes effective; (b) interest on all unpaid Rent from the date due at a rate equal to the lesser of 18% per annum; (c) all expenses reasonably incurred by Landlord in enforcing its rights and remedies under this Lease, including all reasonable legal expenses; (d) Costs of Reletting (defined below); and (e) all Landlord’s Rental Damages (defined below). In the event that Landlord relets the Premises for an amount greater than the Rent due during the Term, Tenant shall not receive a credit for any such excess.

(2) D efinitions . “ Costs of Reletting ” shall include commercially reasonable costs, losses and expenses incurred by Landlord in reletting all or any portion of the Premises including, without limitation, the cost of removing and storing Tenant’s furniture, trade fixtures, equipment, inventory or other property, repairing and/or demolishing the Premises, removing and/or replacing Tenant’s signage and other fixtures, making the Premises ready for a new tenant, including the reasonable costs of advertising, commissions, architectural fees, legal fees and leasehold improvements, and any allowances and/or concessions provided by Landlord. “ Landlord’s Rental Damages ” shall mean the total Rent which Landlord would have received under this Lease (had Tenant made all such Lease payments as required) for the remainder of the Term minus the amount of such rental loss that Tenant proves would be reasonably avoided pursuant to Section 19.D. below, or, if the Premises are relet, the actual rental value (not to exceed the Rent due during the Term), both discounted to present value at the Prime Rate (defined below) in effect upon the date of determination. For purposes hereof, the “ Prime Rate ” shall be the per annum interest rate publicly announced by a federally insured bank selected by Landlord in the state in which the Building is located as such bank’s prime or base rate.

C. Tenant Not Relieved from Liabilities . Unless expressly provided in this Lease, the repossession or re-entering of all or any part of the Premises shall not relieve Tenant of its liabilities and obligations under this Lease. In addition, Tenant shall not be relieved of its liabilities under this Lease, nor be entitled to any damages hereunder, based upon minor or immaterial errors in the exercise of Landlord’s remedies. No right or remedy of Landlord shall be exclusive of any other right of remedy. Each right and remedy shall be cumulative and in addition to any other right and remedy now or subsequently available to Landlord at Law or in equity. If Tenant fails to pay any amount when due hereunder (after the expiration of any applicable cure period), Landlord shall be entitled to receive interest on any unpaid item of Rent from the date initially due (without regard to any applicable grace period) at a rate equal to 18% per annum. In addition, if Tenant fails to pay any item or installment of Rent when due (after the expiration of any applicable cure period), Tenant shall pay Landlord an administrative fee equal to 5% of the past due Rent (except that the first such late payment in any consecutive 12 month period shall be waived and in the event of a second late payment in the same consecutive 12 month period, the administrative fee shall be equal to 2.5% of the past due amount). However, in no event shall the charges permitted under this Section 19.C or elsewhere in this Lease, to the extent they are considered interest under applicable Law, exceed the maximum lawful rate of interest. If any payment by Tenant of an amount deemed to be interest results in Tenant having paid any interest in excess of that permitted by Law, then it is the express intent of Landlord and Tenant that all such excess amounts theretofore collected by Landlord be credited against the other amounts owing by Tenant under this Lease. Receipt by Landlord of Tenant’s keys to the Premises shall not constitute an acceptance or surrender of the Premises. NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE TO THE CONTRARY, TENANT SHALL HOLD LANDLORD PARTIES HARMLESS FROM AND INDEMNIFY AND DEFEND SUCH PARTIES AGAINST, ALL CLAIMS THAT ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS LEASE,

SPECIFICALLY INCLUDING ANY VIOLATION OF APPLICABLE LAWS OR CONTAMINATION (DEFINED IN ARTICLE 30) CAUSED BY A TENANT PARTY.

D. Mitigation of Damages . Upon termination of Tenant’s right to possess the Premises, Landlord shall, only to the extent required by Law, use objectively reasonable efforts to mitigate damages by reletting the Premises. Landlord shall not be deemed to have failed to do so if Landlord refuses to lease the premises to a prospective new tenant with respect to whom Landlord would be entitled to withhold its consent pursuant to Section 11.A , or who (1) is an Affiliate, parent or subsidiary of Tenant; (2) is not acceptable to any Mortgagee of Landlord or (3) is unwilling to accept lease terms then proposed by Landlord, including: (a) leasing for a shorter or longer term than remains under this Lease; (b) re-configuring or combining the Premises with other space, (c) taking all or only a part of the Premises; and/or (d) changing the use of the Premises. Notwithstanding Landlord’s duty to mitigate its damages as provided herein, Landlord shall not be obligated (i) to give any priority to reletting Tenant’s space in connection with its leasing of space in the Building or any complex of which the Building is a part, or (ii) to accept below market rental rates for the Premises or any rate that would negatively impact the market rates for the Building. To the extent that Landlord is required by applicable Law to mitigate damages. Tenant must plead and prove by clear and convincing evidence that Landlord failed to so mitigate in accordance with the provisions of this Section 19.D , and that such failure resulted in an avoidable and quantifiable detriment to Tenant.

20. Limitation of Liability. Notwithstanding anything to the contrary contained in this Lease, the liability of Landlord (and of any successor Landlord) to Tenant (or any person or entity claiming by, through or under Tenant) shall be limited to the interest of Landlord in the Property. Tenant shall look solely to Landlord’s interest in the Property for the recovery of any judgment or award against Landlord. No Landlord Party shall be personally liable for any judgment or deficiency. Before filing suit for an alleged default by Landlord, Tenant shall give Landlord and the Mortgagee(s) (defined in Article 25 ) whom Tenant has been notified hold Mortgages (defined in Article 25 ) on the Property, Building or Premises, notice and reasonable time to cure the alleged default. Tenant hereby waives all claims against all Landlord Parties for consequential, special or punitive damages allegedly Suffered by any Tenant Parties, including lost profits and business interruption.

21. No Waiver . Neither party’s failure to declare a default immediately upon its occurrence or delay in taking action for a default shall constitute a waiver of the default, nor shall it constitute an estoppel. Neither party’s failure to enforce its rights for a default shall constitute a waiver of that party’s rights regarding any subsequent default.

22. Tenant’s Right to Possession . Provided Tenant pays the Rent and fully performs all of its other covenants and agreements under this Lease, Tenant shall have the right to occupy this Premises without hindrance from Landlord or any person lawfully claiming through Landlord, subject to the terms of this Lease, all Mortgages, insurance requirements and applicable Law. This covenant and all other covenants of Landlord shall be binding upon Landlord and its successors only during its or their respective periods of ownership of the Building, and shall not be a personal covenant of any Landlord Parties.

23. Intentionally Omitted .

24. Holding Over .

Except for any permitted occupancy by Tenant under Article 29 , if Tenant or any party claiming by, through or under Tenant fails to surrender the Premises at the expiration or earlier termination of this Lease, the continued occupancy of the Premises shall be that of a tenancy at sufferance. Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 200% of the Base Rent due for the period immediately preceding the holdover; provided, however, so long as no other uncured event of default exists under the Lease, for the first 30 days of any such holdover Tenant shall pay only 150% of such Base Rent amount. Tenant shall otherwise continue to be subject to all of Tenant’s obligations under this Lease. No holdover by Tenant or payment by Tenant after the expiration or early termination of this Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. In addition to the payment of the amounts provided above, if Landlord is unable to deliver possession of the Premises to a new tenant, or to perform improvements for a new tenant, as a result of Tenant’s holdover and Tenant fails to vacate the Premises within 15 days after Landlord

notifies Tenant of Landlord’s inability to deliver possession, or perform improvements, such failure shall constitute a Time Sensitive Default hereunder; and notwithstanding any other provision of this Lease to the contrary, TENANT SHALL BE LIABLE TO LANDLORD FOR, AND SHALL PROTECT LANDLORD FROM AND INDEMNIFY AND DEFEND LANDLORD AGAINST, ALL LOSSES AND DAMAGES, INCLUDING ANY CLAIMS MADE BY ANY SUCCEEDING TENANT RESULTING FROM SUCH FAILURE TO VACATE, AND ANY CONSEQUENTIAL DAMAGES THAT LANDLORD SUFFERS FROM THE HOLDOVER.

25. Subordination to Mortgages; Estoppel Certificate . Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently affecting the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively, a “ Mortgage ”). The party having the benefit of a Mortgage shall be referred to as a “ Mortgagee. ” This clause shall be self-operative, but upon request from a Mortgagee or Tenant, Tenant and Mortgagee shall execute a commercially reasonable subordination and nondisturbance agreement in favor of the Mortgagee. In lieu of having the Mortgage be superior to this Lease, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. If requested by a successor-in-interest to all or a part of Landlord’s interest in this Lease, Tenant. shall, without charge, attorn to the successor-in-interest. Tenant shall, within 5 days after receipt of a written request from Landlord, execute and deliver an estoppel certificate to those parties as are reasonably requested by Landlord (including a Mortgagee or prospective purchaser). The estoppel certificate shall include a statement certifying that this Lease is unmodified (except as identified in the estoppel certificate) and in full force and effect, describing the dates to which Rent and other charges have been paid, representing that; to the best of Tenant’s knowledge, there is no default (or stating with specificity the nature of the alleged default) and certifying other matters with respect to this Lease that may reasonably be requested. Tenant’s failure to provide any estoppel certificate within the 5 day period specified above, and the continuation of such failure for a period of 5 days after Landlord delivers a second written notice requesting same, shall constitute a Time Sensitive Default under this Lease. Landlord shall use reasonable efforts, at Tenant’s cost, to obtain Landlord’s Mortgagee’s then-current form of non-disturbance agreement for the benefit of Tenant.

26. Attorneys’ Fees . If either party institutes a suit against the other for violation of or to enforce any covenant or condition of this Lease, or if either party intervenes in any lawsuit in which the other is a party to enforce or protect its interest or rights, the prevailing party shall be entitled to all of its costs and expenses relating to such lawsuit, including reasonable attorneys’ fees.

27. Notice . If a demand, request, approval, consent or notice (collectively, a “ notice ”) shall or may be given to either party by the other, the notice shall be in writing and delivered by hand or sent by registered or certified mail with return receipt requested, or sent by overnight or same day courier service, or sent by facsimile, at the party’s respective Notice Address(es) set forth in Article 1, except that if Tenant has vacated the Premises (or if the Notice Address for Tenant is other than the Premises, and Tenant has vacated such address) without providing Landlord a new Notice Address, Landlord may serve notice in any manner described in this Article or in any other manner permitted by Law. Each notice shall be deemed to have been received or given on the earlier to occur of actual delivery (which, in the case of delivery by facsimile, shall be deemed to occur at the time of delivery indicated on the electronic confirmation of the facsimile) or the date on which delivery is first refused, or, if Tenant has vacated the Premises or the other Notice Address of Tenant without providing a new Notice Address, three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above. Either party may, at any time, change its Notice Address by giving the other party written notice of the new address in the manner described in this Article.

28. Reserved Rights . This Lease does not grant any rights to light or air over or about the Building. Landlord excepts and reserves exclusively to itself the use of: (A) roofs, (B) telephone, electrical and janitorial closets, (C) equipment rooms, Building risers or similar areas that are used by Landlord for the provision of Building services, (D) rights to the land and improvements below the floor of the Premises, (E) the improvements and air rights above the Premises, (F) the improvements and air rights outside the demising walls of the Premises, (G) the areas within the Premises used for the installation of utility lines and other installations serving occupants of the Building, and (H) any other areas designated from time to time by Landlord as service areas of the Building. Tenant shall not have the right to install or operate any equipment producing radio frequencies, electrical or electromagnetic output or other signals, noise or emissions in or from the Building without the prior written consent of Landlord. To the extent permitted by applicable Law, Landlord reserves the right to restrict and control the use of such equipment. Landlord has the right

to change the Building’s name or address. Landlord also has the right to make such other changes to the Property and Building as Landlord deems appropriate, provided the changes do not Materially affect Tenant’s ability to use the Premises for the Permitted Use. Landlord shall also have the right (but not the obligation) to temporarily close the Building if Landlord reasonably determines that there is an imminent danger of significant damage to the Building or of personal injury to Landlord’s employees or the occupants of the Building. The circumstances under which Landlord may temporarily close the Building shall include, without limitation, electrical interruptions which create in Landlord’s reasonable judgment, hazards to persons or property, hurricanes and civil disturbances. A closure of the Building under such circumstances shall not constitute a constructive eviction nor entitle Tenant to an abatement or reduction of Rent.

29. Surrender of Premises . All improvements to the Premises (collectively, “ Leasehold Improvement ”) shall be owned by Landlord and shall remain upon the Premises without compensation to Tenant. At the expiration or eariler termination of this Lease or Tenant’s right of possession, Tenant shall remove Tenant’s Removable Property (defined below) from the Premises, and quit and surrender the Premises to Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear excepted. As used herein, the term “ Tenant’s Removable Property ” shall mean: (A) Cable installed by or for the benefit of Tenant and located in the Premises or other portions of the Building; (B) any Leasehold Improvements that are installed by or for the benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (“ Special Installations ”); and (C) Tenant’s personal property. Landlord shall, within 10 Business Days after its receipt of a written request therefor from Tenant, notify Tenant in writing whether any Leasehold Improvements to be constructed in the Premises constitute Special Installations. Notwithstanding the foregoing, Landlord may, in Landlord’s solo discretion and at no cost to Landlord, require Tenant to leave any of its Special Installations in the Premises. If Tenant falls to remove any of Tenant’s Removable Property (other than Special Installations which Landlord has designated to remain in the Premises) within 2 days after the termination of this Lease or of Tenant’s right to possession, Landlord, at Tenant’s sole cost and expense, shall be entitled (but not obligated) to remove and store Tenant’s Removable Property. Landlord shall not be responsible for the value, preservation or safekeeping of Tenant’s Removable Property. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred for Tenant’s Removable Property. To the fullest extent permitted by applicable Law, any unused portion of Tenant’s Security Deposit may be applied to offset Landlord’s costs set forth in the preceding sentence. In addition, if Tenant fails to remove Tenant’s Removable Property from the Premises or storage, as the case may be, within 30 days after written notice, Landlord may deem all or any part of Tenant’s Removable Property to be abandoned, and title to Tenant’s Removable Property (except with respect to any Hazardous Material [defined in Article 30]) shall be deemed to be immediately vested .in Landlord. Except for Special Installations designated by Landlord to remain in the Premises, Tenant’s Removable Property shall be removed by Tenant before the Expiration Date; provided that upon Landlord’s prior written consent (which must be requested by Tenant at least 30 days in advance of the Expiration Date and which shall not be unreasonably withheld). Tenant may remain in the Premises for up to 5 days after the Expiration Date for the sole purpose of removing Tenant’s Removable Property, Tenant’s possession of the Premises for such purpose shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Tenant’s Pro Rata Share of Excess Operating Expenses on a per diem basis at the rate in effect for the last month of the Term. In the event this Lease is terminated prior to the Expiration Date, Tenant’s Removable Property (except for Special Installations designated by Landlord to remain in the Premises) shall be removed by Tenant on or before such earlier date of termination. Tenant shall repair damage caused by the installation or removal of Tenant’s Removable Property.

30. Hazardous Materials.

A. Restrictions . No Hazardous Material (defined below) (except for de minimis quantities of household cleaning products and office supplies used in the ordinary course of Tenant’s business at the Premises and that are used, kept and disposed of in compliance with Laws, none of which shall be deemed to be a Hazardous Material as defined below) shall be brought upon, used, kept or disposed of in or about the Premises or the Property by any Tenant Parties or any of Tenant’s transferees, contractors or licensees without Landlord’s prior written consent, which consent may be withheld in Landlord’s sole and absolute discretion. Tenant’s request for such consent shall include a representation and warranty by Tenant that the Hazardous Material in question (I) is necessary in

the ordinary course of Tenant’s business, and (2) shall be used, kept and disposed of in compliance with all Laws.

B. Remediation . Tenant shall, at its expense, monitor the Premises for the presence of Hazardous Materials or conditions which may reasonably give rise to Contamination (defined below) and promptly notify Landlord if it suspects Contamination in the Premises. Any remediation of Contamination caused by a Tenant Party or its contractors or invitees which is required by Law or which is deemed necessary by Landlord, in Landlord’s opinion, shall be performed by Landlord and Tenant shal1 reimburse Landlord for the cost thereof, plus a 15% administrative fee.

C. Definitions . For purposes of this Article 30, a “ Hazardous Material ” is any substance the presence of which requires, or may hereafter require, notification, investigation or remediation under any Laws or which is now or hereafter defined, listed or regulated by any governmental authority as a “hazardous waste”, “extremely hazardous waste”, “solid waste”, “toxic substance”, “hazardous substance”, “hazardous material” or “regulated substance”, or otherwise regulated under any Laws. “ Contamination ” means the existence or any release or disposal of a Hazardous Material or biological or organic contaminant, including any such contaminant which could adversely impact air quality, such as mold, fungi or other bacterial agents, in, on, under, at or from the Premises, the Building or the Property which may result in any liability, fine, use restriction, cost recovery lien, remediation requirement, or other government or private party action or imposition affecting any Landlord Party. For purposes of this Lease, claims arising from Contamination shall include diminution in value, restrictions on use, adverse impact on leasing space, and all costs of site investigation, remediation, removal and restoration work, including response costs under CERCLA and similar statutes.

D. Reports, Surveys and Acceptance of Premises . All current surveys or reports prepared for the Property regarding the presence of Hazardous Materials (if any) in the Building are available for inspection by Tenant in the office of the Property manager. With respect to Hazardous Materials, Tenant hereby (1) accepts full responsibility for reviewing any such surveys and reports and satisfying itself prior to the execution of this Lease as to the acceptability of the Premises under Section 3.B above, and (2) acknowledges and agrees that this provision satisfies all notice requirements under applicable Law. In the event Tenant performs or causes to be performed any test on or within the Premises for the purpose of determining the presence of a Hazardous Material, Tenant shall obtain Landlord’s prior written consent and use a vendor approved by Landlord for such testing. In addition, Tenant shall provide to Landlord a copy of such test within 10 days of Tenant’s receipt.

31. Signage . Tenant shall be provided with space on the Building directory board located in the main lobby for Tenant’s attorneys’ names, not to exceed thirty (30) total names, (including the Tenant’s name), at Landlord’s cost and expense. In addition, Landlord shall provide one (1) strip for Tenant’s name on the Building’s monument sign at Tenant’s sole cost and expense.

32. Rooftop Communications Equipment . Without liability for rental or other charges, Tenant shall be permitted, at its solo cost and expense, to use the roof of the building to install and operate a microwave dish or other wireless antennae in a location identified by Tenant and approved by Landlord, provided such use complies with all city and governmental rules, regulations and codes and such use does not affect the structural loading of the building. Tenant shall adhere to industry standards for installation and workmanship, all work to be completed to Landlord’s reasonable satisfaction. Upon termination of the Lease, Tenants shall, if so requested by Landlord, remove all of, Tenant’s rooftop equipment and shall repair, to Landlord’s reasonable satisfaction, any damage caused by the installation or removal of such equipment. Tenant shall provide specifications for its equipment and installation for Landlord review and approval. Prior to the installation of any communications equipment pursuant to this Article 32, Landlord and Tenant shall enter into a mutually acceptable telecommunications license agreement.

33. Miscellaneous.

A. Governing Law; Jurisdiction and Venue; Severability; Paragraph Headings. This Lease and the rights and obligations of the parties shall be interpreted, construed and enforced in accordance with the Laws of the slate in which the Property is located. All obligations under this Lease are performable in the county or other jurisdiction where the Property is located, which shall be venue for all legal actions. If any term or provision of this Lease shall be invalid or unenforceable, then such term or provision shall be automatically reformed to the extent necessary to

render such term or provision enforceable, without the necessity of execution of any amendment or new document. The remainder of this Lease shall not be affected, and each remaining and reformed provision of this Lease shall be valid and enforced to the fullest extent permitted by Law. The headings and titles to the Articles and Sections of this Lease are for convenience only and shall have no effect on the interpretation of any part of this Lease, The words “include”, “including” and similar words will not be construed restrictively to limit or exclude other items not listed.

B. Recording . Tenant shall not record this Lease or any memorandum without Landlord’s prior written consent.

C. Force Majeure . Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant, the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist attacks (including bio-chemical attacks), civil disturbances and other causes beyond the reasonable control of the performing party (“ Force Majeure ”). However, events of Force Majeure shall not extend any period of time for the payment of Rent or other sums payable by either party or any period of time for the written exercise of an option or right by either party.

D. Transferability; Release of Landlord . Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this Lease and in the Building and/or property, and upon such transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations.

E. Brokers . Tenant represents that it has dealt directly with and only with Cushman & Wakefield, representing Tenant, and Colliers International, representing Landlord (whose commissions shall be paid by Landlord pursuant to a separate written agreement) in connection with this Lease. TENANT AND LANDLORD SHALL EACH INDEMNIFY THE OTHER AGAINST ALL COSTS, EXPENSES, ATTORNEYS’ FEES, LIENS AND OTHER LIABILITY FOR COMMISSIONS OR OTHER COMPENSATION CLAIMED BY ANY BROKER OR AGENT CLAIMING THE SAME BY, THROUGH OR UNDER THE INDEMNIFYING PARTY, OTHER THAN THE BROKER(S) SPECIFICALLY IDENTIFIED ABOVE.

F. Authority; Joint and Several Liability . Landlord covenants, warrants and represents that each individual executing, attesting and/or delivering this Lease on behalf of Landlord is authorized to do so on behalf of Landlord, this Lease is binding upon and enforceable against Landlord, and Landlord is duty organized and legally existing in the state of its organization and is qualified to do business in the state in which the Premises are located. Similarly, Tenant covenants, warrants and represents that each individual executing, attesting and/or delivering this Lease on behalf of Tenant is authorized to do so on behalf of Tenant, this Lease is binding upon and enforceable against Tenant; and Tenant is duly organized and legally existing in the state of its organization and is qualified to do business in the state in which the premises are located. If there is more than one Tenant, or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties and entities. Notice, payments and agreements given or made by, with or to any one person or entity shall be deemed to have been given or made by, with and to all of them.

G. Time is of the Essence; Relationship; Successors and Assigns . Time is of the essence with respect to Tenant’s performance of its obligations and the exercise of any expansion, renewal or extension rights or other options granted to Tenant. Time is of the essence with respect to Landlord’s performance of its obligations hereunder and under all agreements related to this Lease. This Lease shall create only the relationship of landlord and tenant between the parties, and not a partnership, joint venture or any other relationship. This Lease and the covenants and conditions in this Lease shall inure only to the benefit of and be binding only upon Landlord and Tenant and their permitted successors and assigns.

H. Survival of Obligations . The expiration of the Term, whether by lapse of time or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or early termination of this Lease. Without limiting the scope of the prior sentence, it is agreed that Tenant’s obligations under Sections 4.A, 4.B, and 4.C, and under Articles 6,8,12,13,19,24,29 and 30 shall survive the expiration or early termination of this Lease.

I. Binding Effect . Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only, and the delivery of it does not constitute an offer to Tenant or an option. This Lease shall not be effective against any party hereto until an original copy of this Lease has been signed by such party and delivered to the other party.

J. Full Agreement; Amendments . This Lease contains the parties’ entire agreement regarding the subject matter hereof. All understandings, discussions, and agreements previously made between the parties, written or oral, are superseded by this Lease, and neither party is relying upon any warranty, statement or representation not contained in this Lease. This Lease may be modified only by a written agreement signed by Landlord and Tenant. The exhibits and riders attached hereto are incorporated herein and made a part of this Lease for all purposes.

K. Tax Waiver . Tenant waives all rights pursuant to all Laws to contest any taxes or other levies or protest appraised values or receive notice of reappraisal regarding the Property (including Landlord’s personalty), irrespective of whether Landlord contests same.

Landlord and Tenant have executed this Lease as of the Effective Date specified below Landlord’s signature.

Address :	LANDLORD :

3800 Howard Hughes Parkway,	3930 HHP LLC,
Suite 150, Las Vegas, Nevada 89109	a Delaware limited liability company
Attention: Property Management
Phone: (702) 791-4334		By:		CRESCENT REAL ESTATE EQUITIES
Fax: (702) 791-4354				LIMITED PARTNERSHIP,
				a Delaware limited partnership
With a copy to:				its Managing Agent
2000 Post Oak Blvd., Suite 1950
Houston, Texas 77056				By:	CRESCENT REAL ESTATE
Attention: Jane B. Page					EQUITIES, LTD.,
Phone: (713) 840-1170					a Delaware corporation
Fax: (713) 840-1180					its General Partner

And to:					By:	/s/ Robert H. Boykin, Jr.
777 Main Street, Suite 2100					Name:	ROBERT H. BOYKIN, JR.
Fort Worth, Texas 76102					Title:	SENIOR VICE PRESIDENT
Attention: Legal Dept.						LEASING
Phone: (817) 321-2100
Fax: (817) 321-2000
		Effective Date :				June 1, 2005

	TENANT :


	HALE LANE PEEK DENNISON AND HOWARD PROFESSIONAL CORPORATION, a Nevada professional corporation


	By:		/s/ Kristin McMillon
	Name:		Kristin McMillon
	Title:		President

RIDER NO. 1

OPTION TO EXTEND

A. Renewal Period . Tenant may, at its option, extend the Term for two renewal period of five years each (the “ Renewal Period ”) by written notice to Landlord (the “ Renewal Notice ”) given no earlier than 13 nor later than 12 months prior to the expiration of the Term, provided that at the time of such notice and at the commencement of such Renewal Period, (i) Tenant remains in occupancy of the Premises, and (ii) no uncured event of default exists under the Lease. The Base Rent payable during the Renewal Period shall be “ the Market Rental Rate ” for the Premises. However, in no event shall the Base Rent for the Renewal Period be less than the Base Rent during the last year of the Term. Except as provided in this Rider No. 1, all terms and conditions of the Lease shall continue to apply during the Renewal Period. This Option to Extend shall terminate upon assignment of this Lease or subletting of more than 20% of the Premises; provided, however, that approved short-term subleases of space in the Premises which have a legitimate business purpose related to Tenant’s law firm business (such as, for example, subleases of space to Tenant’s clients and subleases of space to attorneys who have recently terminated their employment with Tenant) (hereinafter; “ Short-Term Business Subleases ”) shall not affect Tenant’s renewal option hereunder and shall not be included in subleased space for purposes of the foregoing 20% limitation. Unless otherwise agreed by Landlord, “short-term” shall mean 18 months or shorter.

B. Acceptance . Within 30 days of the Renewal Notice, Landlord shall notify Tenant of the Base Rent for such Renewal Period (the “ Rental Notice ”), and Tenant shall, within the next 15 days following receipt of such Rental Notice from Landlord, notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the Market Rental Rate. If Tenant timely notifies Landlord in writing of Tenant’s acceptance of Landlord’s determination of the Market Rental Rate (Tenant’s “ Acceptance Notice ”), or fails to timely notify Landlord in writing of Tenant’s rejection of Landlord’s determination of the Market Rental Rate, this Lease shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to this Lease to reflect the extension of the Term and changes in Rent in accordance with this Rider. If Tenant timely notifies Landlord in writing of Tenant’s rejection of Landlord’s determination of the Market Rental Rate, then the Market Rental Rate shall be determined in accordance with Paragraph C below, and upon the determination of the Market Rental Rate pursuant to Paragraph C below, Landlord and Tenant shall enter into an amendment to this Lease to reflect the extension of the Term and the changes in Rent in accordance with this Rider. Landlord shall deliver the lease amendment required by this Rider No.1 (the “ Lease Extension Amendment ”) within fifteen (15) days after Tenant’s Acceptance Notice or the final determination of the Market Rental Rate pursuant to Paragraph C below. Tenant shall, within fifteen (15) days after receipt of the Lease. Extension Amendment, execute and return the Lease Extension Amendment confirming the extension of the Lease Term and the changes in Rent pursuant to this Rider No. 1.

C. If Tenant timely notifies Landlord in writing of Tenant’s rejection of Landlord’s determination of the Market Rental Rate, Landlord and Tenant shall attempt to agree upon Market Rental Rate. If Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant’s rejection of Landlord’s determination of the Market Rental Rate (the “ Outside Agreement Date ”), then Tenant may rescind the exercise of its renewal option by written notice to Landlord within ten (10) Business Days after the Outside Agreement Date. If Tenant does not rescind the exercise of its renewal option, then, within fifteen (15) days after the Outside Agreement Date, Landlord and Tenant shall each appoint an arbitrator (collectively, the “ Arblirators ”) and notify the other party of same. Within five (5) Business Days following such notice of the Arbitrators, Landlord and Tenant shall submit to the Arbitrators their respective assessments of the Market Rental Rate for the Renewal Period, together with the supporting data that was used to calculate such assessments. Within fifteen (15) Business Days after such submission to the Arbitrators, each of the Arbitrators shall select the assessment which is closest to such Arbitrator’s determination of the Market Rental Rate for the Renewal Period, which assessment shall be binding on Landlord and Tenant. If the Arbitrators are unable to agree upon an assessment within such time period, then they shall, within another ten (10) Business Days, select a third Arbitrator (with the same qualifications as required for Arbitrators under this Rider). The third Arbitrator, using all of the information provided to the initial Arbitrators, as well as any additional analysis or data compiled or prepared by the initial Arbitrators, shall then select the assessment which is closest to such Arbitrator’s determination of the Market Rental Rate for the Renewal Period, which assessment shall be binding on Landlord and Tenant. The cost of all of the Arbitrators shall be paid by the party whose assessment was not

selected. Each Arbitrator under this Rider shall be a real estate broker or leasing agent licensed under the laws of the State of Nevada, and shall have been actively and continuously engaged in leasing transactions involving in the aggregate more than 500,000 square feet of rentable area of multi-tenant office space in Clark County, Nevada over the immediately preceding ten (10) year period. In addition, the third arbitrator shall be an independent broker or leasing agent not having any prior relationship representing either Landlord or Tenant. In no event shall any of the Arbitrators have an economic interest in the final determination of the Market Rental Rate. The decision of the arbitrator(s) shall be final and non-appealable, shall be binding on both Landlord and Tenant, and may be enforced in any court of competent jurisdiction in Clark County, Nevada. All information produced by the parties in arbitration shall remain confidential and shall not be made part of any public record. Neither party shall make any public announcement of the outcome of arbitration until both parties have agreed upon the terms of such press release, or other public announcement. Tenant may accept the terms set forth in the Rental Notice by written notice (the “ Acceptance Notice ”) to Landlord given within 15 days after receipt of the Rental Notice. If Tenant timely delivers its Acceptance Notice, Tenant shall, within 15 days after receipt, execute a lease amendment confirming the Base Rent and other terms applicable during the Renewal Period.

D. Market Rental Rate . The “ Market Rental Rate ” is the rate (or rates) a willing tenant would pay and a willing landlord would accept for a comparable transaction (e.g., renewal; expansion, relocation, ete., as applicable, in comparable space and in a building comparable to the Building) as of the commencement date of the applicable term, neither being under any compulsion to lease and both having reasonable knowledge of the relevant facts, considering the highest and most profitable use if offered for lease in the open market with a reasonable period of time in which to consummate a transaction. In calculating the Market Rental Rate, all relevant factors will be taken into account, including the age, location and quality of the Building, lease term, amenities of the Property, condition of the space and any concessions and allowances commonly being offered by Landlord for comparable transactions in the Property. The parties agree that the best evidence of the Market Rental Rate will be the rate then charged for comparable transactions in the Hughes Center office park. With the Rental Notice, Landlord shall provide Tenant with all information used by Landlord to establish the Market Rental Rate.

RIDER NO. 2

OPTION TO EXPAND

A. Expansion Space . Tenant shall have the option to lease the space currently identified as Suite 360 which contains approximately 9,252 Rentable Square Feet on the 3rd floor of the Building, as shown on Exhibit A to the Lease, (the “ Expansion Space ”) for a term commencing on the first day of the 61 st month of Tenant’s initial Lease Term (the “ Expansion Space Commencement Date ”) and continuing through the expiration or earlier termination of the Term (as it may be extended or renewed); provided that (i) Tenant gives Landlord written notice of Tenant’s desire to expand (the “ Expansion Notice ”) no earlier than 13 nor later than 12 months prior to the Expansion Space Commencement Date; and (ii) no uncured event of default exists under the Lease at the time of such Expansion Notice or the Expansion Space Commencement Date. The Base Rent payable for the Expansion Space shall be the Market Rental Rate for the Premises, as defined in Paragraph D of Rider No. 1 to the Lease. This Option to Expand shall terminate upon relocation of the Premises by agreement of Landlord and Tenant, assignment of this Lease or subletting of more than 20% of the Premises (not including Short-Term Business Subleases). The Expansion Space shall be reduced to the extent Tenant leases any portion thereof, whether or not pursuant to a formal option provision in the Lease.

B. Acceptance . Within 30 days of receipt of the Expansion Notice, Landlord shall notify Tenant of the Base Rent (which shall be at the Market Rental Rate) and Expansion Space TI Allowance, as defined below, for the Expansion Space (the “ Rental Notice ”). With the exception of the Base Rent Amount and the Expansion Space TI Allowance, all other terms of this Lease shall apply to the Expansion Space. Tenant shall, within the next fifteen (15) Business Days following receipt of such Rental Notice from Landlord, notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the Market Rental Rate. If Tenant timely notifies Landlord in writing of Tenant’s acceptance of Landlord’s determination of the Market Rental Rate (Tenant’s “ Acceptance Notice ”), or fails to timely notify Landlord of Tenant’s rejection of Landlord’s determination of the Market Rental Rate, Landlord and Tenant shall enter into a written lease amendment conforming to this Rider No. 2. If Tenant timely notifies Landlord in writing of Tenant’s rejection of Landlord’s determination of the Market Rental Rate, then the Market Rental Rate shall be determined in accordance with Paragraph C of Rider No. 1 above (and Tenant shall have the option to rescind the exercise of its option to expand hereunder if Landlord and Tenant do not agree upon the Market Rental Rate prior to the Outside Agreement Date as set forth in such Paragraph C). Within 15 days after Tenant’s Acceptance Notice or the final determination of the Market Rental Rate pursuant to Paragraph C of Rider No. 1, Landlord shall deliver to Tenant a written lease amendment conforming to this Rider No. 2 (“ Expansion Space Lease Amendment ”). Tenant shall, within 15 days after receipt of the Expansion Space Lease Amendment, execute and return the Expansion Space Lease Amendment adding the Expansion Space as part of the Premises for all purposes under the Lease (including any extensions of renewals) effective as of the Expansion Space Commencement Date and confirming the Base Rent and Expansion Space TI Allowance. Tenant’s tenant improvement allowance for the Expansion Space (“ Expansion Space TI Allowance ”) shall be comparable to the value of other tenant improvement allowances then being provided by Landlord in comparable transactions. The Expansion Space Lease Amendment shall contain a construction agreement using Landlord’s then-current form (“ Expansion Space Construction Agreement ”) setting forth the construction schedule mutually agreed upon by Landlord and Tenant and other terms and obligations of the parties regarding the construction of the tenant improvements in the Expansion Space.

C. Tender of Possesion . Landlord may, at its option, tender possession of the Expansion Space on any date within 6 months prior to or after the specified Expansion Space Commencement Date; in which event such Expansion Space Commencement Date shall be amended to be the date such possession is actually tendered. Landlord shall not be liable for any delay or failure to tender possession of the Expansion Space by the anticipated Expansion Space Commencement Date for any reason beyond Landlord’s control, including by reason beyond Landlord’s control of any holdover tenant or occupant, nor shall such failure invalidate the Lease or extend the Term.

D. Condition of Premises . Subject to the Expansion Space Construction Agreement, the Expansion Space shall be tendered in an “as-is” condition, subject to (1) the Expansion Space Construction Agreement and (2) any latent defects in the Expansion Space of which Tenant notifies Landlord within one (1) year after the Expansion Space Commencement Date (excluding defects in

work performed by Tenant Parties). The tenant improvements to the Expansion Space shall be constructed in accordance with the Expansion Space Construction Agreement attached to the applicable lease amendment.

E. Parking . For the Expansion Space, Tenant shall take and pay for 3.5 parking permits per 1,000 Usable Square Feet in the Expansion Space leased by Tenant, allowing access to unreserved spaces in parking facilities which Landlord provides for the use of tenants and occupants of the Property. During the initial Term (and, if applicable, during any renewal or extension term of this Lease), Tenant shall pay Landlord the same parking fees as are payable by Tenant for its other parking permits pursuant to Exhibit B to the Lease.

F. Modification of Expansion Space . Landlord intends to lease the Expansion Space to other tenants, all subject and subordinate to Tenant’s expansion option hereunder. The division of the Expansion Space into two parts, each subject to a separate expansion option, could facilitate the leasing of such space by Landlord and could also benefit Tenant by providing Tenant with greater flexibility in meeting its future expansion requirements. Accordingly, if Landlord determines that it would be beneficial to divide the Expansion Space into two parts, Landlord shall notify Tenant, and Landlord and Tenant shall discuss any proposed modification of the terms of Tenant’s expansion option in good faith.

RIDER NO. 3

PREFERENTIAL RIGHT TO LEASE

A. Preferential Right To Lease . So long as thirty-six months remain in the initial Term, Tenant shall have a Preferential Right to Lease space on the 3rd floor of the Building and the 5 th floor of the Building (the “ Preferential Space ”), at such time as such space becomes Available (as defined below) for direct lease to a new tenant (whether or not a bona fide offer has been made); provided no uncured event of default exists under the Lease (and no condition exists which, with the passage of time and/or giving of notice, would be an event of default) and Tenant remains in occupancy of the entire Premises. The Preferential Space shall be deemed “ Available ” at such time as Landlord decides to offer the Preferential Space for lease and such space is no longer any of the following: (i) leased or occupied; (ii) assigned or subleased by the then-current tenant of the space; and (iii) re-leased by the then-current tenant of the space by renewal, extension or renegotiation (whether agreed to prior to or after the Effective Date). This Preferential Right to Lease shall terminate upon relocation of the Premises to another building by agreement of Landlord and Tenant or upon any Transfer as defined in the Lease. The Preferential Space shall be reduced to the extent Tenant leases any portion thereof, whether or not pursuant to a formal option provision in the Lease.

B. Acceptance . Prior to leasing the Preferential Space to a new tenant, Landlord shall first offer such space in writing to Tenant specifying the amount and location of such space, the anticipated date of tender of possession, the proposed lease term (which shall not extend beyond the Expiration Date), the rental rate based on the then-quoted rental rates for comparable space in the Property as of the anticipated Preferential Space Commencement Date (as defined below), including any projected rate increases over the applicable term, and other applicable terms (the “ Preferential Rental Notice ”). Tenant shall have 5 days within which to accept or reject such offer. If Tenant accepts Landlord’s offer, Landlord shall deliver to Tenant a written lease amendment conforming to this Rider No. 3 (“ Preferential Space Lease Amendment ”) within 15 days after receipt of Tenant’s acceptance of Landlord’s offer. Tenant shall, within 15 days after receipt of the Preferential Lease Space Amendment, execute and return the Preferential Space Lease Amendment adding the Preferential Space to the Premises for all purposes under the Lease (including any extensions or renewals) and confirming the Base Rent and other applicable terms specified in the Preferential Rental Notice. Such lease amendment shall contain a construction agreement (“ Preferential Space Construction Agreement ”) using Landlord’s then-current form setting forth the construction schedule mutually agreed upon by Landlord and Tenant, including a construction allowance comparable to the construction allowance then being provided by Landlord in comparable transactions and other terms and obligations of the parties regarding the construction of the tenant improvements in the Preferential Space. If Tenant rejects such offer or fails timely to (i) accept such offer or (ii) execute and return the Preferential Space Lease Amendment, then this Preferential Right to Lease shall lapse and be of no further force and effect. In such event, Landlord shall be relieved of any future obligations hereunder and may thereafter lease all or part of the Preferential Space to any party without further notice or obligation to Tenant. Notwithstanding the foregoing, if Tenant’s Preferential Right to Lease lapses with respect to any portion of the Preferential Space located on the 3 rd floor of the Building (“3 rd Floor Lapsed Space”), and if Landlord thereafter leases such Third Floor Lapsed Space to another tenant (a “New Preferential Space Lease”), such 3 rd Floor Lapsed Space shall once again be subject to Tenant’s Preferential Right to Lease upon the expiration of the New Preferential Space Lease. (subject to any renewal options which may be granted to the tenant under the New Preferential Space Lease).

C. Tender of Possession . The Preferential Space shall be leased for the period commencing upon Landlord’s tender of possession of the Preferential Space in accordance with Landlord’s offer and this Rider (the “ Preferential Space Commencement Date ”) and continuing through the expiration or earlier termination of the Term, as it may be extended or renewed. Landlord shall not be liable for any delay or failure to tender possession of the Preferential Space by the anticipated tender date for any reason, including by reason of any holdover tenant or occupant, nor shall such failure invalidate the Lease or extend the Term.

D. Condition of Premises . The Preferential Space shall be tendered in an “as-is” condition, subject to (1) the Preferential Space Construction Agreement and (2) any latent defects in the

Premises of which Tenant notifies Landlord within one (1) year after the Preferential Space Commencement Dale (excluding defects in work performed by Tenant Parties). All leasehold improvements shall be constructed in the Preferential Space in accordance with the Preferential Space Construction Agreement (if any) attached to the Preferential Space Lease Amendment.

E. Parking . For the Preferential Space, Tenant shall take and pay for 3.5 additional parking permits per 1,000 Usable Square Feet in the Preferential Space leased by Tenant, allowing access to unreserved spaces in parking facilities which Landlord provides for the use of tenants and occupants of the Property. During the Initial Term (and, if applicable, during any renewal or extension term of this Lease), Tenant shall pay the same parking fees as are payable by Tenant for its other parking permits pursuant to Exhibit E to the Lease.

EXHIBIT A-1

OUTLINE AND LOCATION OF PREMISES

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EXHIBIT A-2

LEGAL DESCRIPTION OF PROPERTY

That portion of Lot 1 of “Hughes Center Unit No. 3” as shown by map thereof on file in Book 65, page 38 of Plots, in the Clark County Recorder’s Office, Clark County, Nevada, lying within the Southeast Quarter (SB 1/4) of Section 16, Township 21 South, Range 6l East, M.D.B. & M., Clark County, Nevada and described as follows:

Commencing at the Southwest Corner of Section 15, Township 21 South, Range 61 East, M.D.B. & M., Clark County, Nevada as shown on said map of “Hughes Center Unit No. 3: Thence North 82”03’24” East along the South line of said “Hughes Center Unit No. 3”, a distance of 187.82 feet to a point on the Westerly right-of-way line of Paradise Road (Eighty (80) feel wide); Thence North 14°03’40” West along said right-of-way line, 604,56 feet; Thence curving to the right along the arc of a 3040.00 fool radius curve of said right-of-way line, concave Northeasterly, through a central angle of 08°12’50”; an arc length of 435.82 feet to the Point of Beginning, to which a radial line bears South 84°09’10” West;

Thence North 89°53’40” West, 321.21 feet; Thence North 00°06’20” 258.41 feet to a point on the North line of said lot 1 being the South right-of-way line of Corporate Drive (Eighty (80) feet wide); Thence North 89°53’40” West along said right-of-way line, 193.56 feet; Thence curving to the left along the arc of a 30.00 foot radius curve, concave Southeasterly, through a central angle of 81°03’14”, an arc length of 42.44 feet to a point on the Easterly right-of-way line of Howard Hughes Parkway (Eighty (80) feet wide); Thence South 09°03’06” West, along Said Easterly right-of-way line, 90.07 feet; Thence curving to the right along the arc of a 940.00 foot radius curve, concave Northwesterly, through a central angle of 17°57’31”, an arc length of 294.63 feet to a point of cusp to which a radial line bears South 62°59’23” East; Thence from a tangent bearing South 59°36’54” East, curving to the right, along the arc of a 332.50 foot radius curve, concave Southwesterly, through a central angle of 05°32’15”, an arc length of 32.14 feet; Thence South 54°04’39” East 40.26 feet; Thence curving to the loft along the arc of a 150.00 foot radius curve, concave Northerly, through a central angle of 56°52’48” an arc length of 148.91 feet: Thence North 69°02’33” East, 15.30 feet; Thence curving to the left along the arc of a 175.00 foot radius curve, concave Northwesterly, through a central angle of 26°24’24” an arc length of 80.65 feet to a point to which a radial line bears South 47°21’51” East; Thence South 89°53’40” East, 385.61 feet to a point on a curve, said point also being a point on the aforementioned Westerly right-of-way line of Paradise Road; Thence from a tangent bearing North 08°35’01” West, curving to the right along the arc of a 3040.00 foot radius curve, concave Northeasterly, through a central angle of 02°44’12” an arc length of 145.20 feet to the Point of Beginning.

3930 HOWARD HUGHES PARKWAY

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EXHIBIT B

RULES AND REGULATIONS

1. Tenant, or its officers, agents, employees, contractors or vendors, shall not obstruct sidewalks, doorways, vestibules, halls, corridors, stairways, lobbies and other common areas (the “Public Areas”) with refuse, furniture, boxes, or other items. The Public Areas shall not be used for any purpose other than ingress and egress to and from the Premises, or for going from one part of the Building to another part of the Building. Tenant’s doors to the Premises shall not he blocked open and shall remain closed at all times unless first approved in writing by Landlord in its sole discretion.

2. Plumbing, fixtures and appliances shall be used only for the purposes for which constructed and no unsuitable material shall be placed therein.

3. No signs, directories, posters, advertisements, or noticed shall be painted on or affixed to any portion of the Building or Premises or other parts of the Building. Including within Tenant’s Premises, which are visible from any Public Areas or the Building exterior, except in such color, size, and style, and in such places, as shall be first approved in writing by Landlord at its sole discretion. The Premises shall be identified by a standard suite sign, which Landlord shall order at Tenant’s expense. Landlord shall have the right to remove all unapproved signs without notice to Tenant, at Tenant’s expense.

4. Tenant shall not do, or permit anything to be done in or about the Building, or bring or keep anything therein, that will in any way increase the possibility of fire or other hazard or increase rate of fire or other insurance on the Building, Tenant shall not use or keep in the Building any inflammable or explosive fluid or substance or any illuminating materials. No space heaters or portable fans shall be operated in the Building. Tenant must submit to Landlord a certificate of Fire Retardancy for any fresh evergreens (i.e. Christmas tree, wreaths) to be brought onto the Premises.

5. Tenant shall notify Landlord when safes or other heavy equipment (such as, for example, rolling file systems) are to be taken in or out of the Building, and such moving shall only be done after written permission, which shall not be unreasonably withheld, is obtained from Landlord on such conditions as Landlord may require at its reasonable discretion. Landlord shall have the power to prescribe the weight and position of heavy equipment or other objects, which may overstress any portion of the Building. All damage done to the Building by such heavy items will be repaired at the sole expense of the responsible Tenant.

6. During normal business hours, Tenant may receive routine deliveries at the Premises (i.e. office supplies, bottled water, mail couriers and parcel shipments). All such deliveries must be made via the Building’s designated service access route and under no circumstances through the front lobby door provided that Tenant’s runners and others may use the front lobby doors for the delivery of documents and similar hand-carried items, Tenant’s initial move-in, move-out and all other non-routine deliveries (i.e. furnishings, large equipment) must occur after normal business hours and only after written permission is obtained from Landlord, on such conditions as Landlord may require in its sole discretion.

7. Tenant shall cooperate with Landlord in keeping the Premises neat and clean.

8. Tenant shall not cause or permit any improper noises in the Building, or allow any unpleasant odors to emanate from the Premises, or otherwise interfere, injure or annoy in any way other tenants in the Building, or persons having business with them.

9. No animals shall be brought into or kept in or about the Building with the exception of aid animals such as Seeing Eye dogs.

10. When conditions are such that Tenant must dispose of small shipping crates or boxes, it will be the responsibility of Tenant to break down and dispose of same in the refuse container designated by Landlord. The disposal of largo shipping crates or boxes (or other large objects or quantities), which in Landlord’s sole determination could overload the designated refuse container, must be accommodated through Tenant’s mover or vendor or may otherwise be prearranged through Landlord at an additional charge to Tenant’s account.

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11. No machinery of any kind, other than ordinary office machines such as typewriters, calculators, facsimile equipment, personal computer equipment and other machinery and equipment which is typically found in professional offices shall be operated on the Premises unless first approved in writing by Landlord in its sole discretion.

12. No bicycles, motorcycles or similar vehicles will be allowed in the Building.

13. No nails, hooks, or screws (other than those which are necessary to hang paintings, prints, or other similar items on the interior walls of the Premises) shall be driven into or inserted in any part of the Building unless first approved in writing by Landlord in its sole discretion.

14. After normal business hours, Landlord reserves the right to exclude from the Building any person who does not possess an authorized means of access such as a key, card key, or a prearranged written authorization and who is otherwise not an employee or guest of Tenant. Tenant and its officers, agents or employees shall utilize card keys only as instructed by Landlord and in no event shall Tenant allow access to anyone, other than its officers, agents, employees, guests or vendors.

15. Canvassing, soliciting and peddling in Public Areas, or otherwise within the Building, are strictly prohibited. Unless otherwise approved by Landlord in writing, Tenant shall not use the Premises for the sale of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise to other tenants in the Building or the general public. Tenant shall not use the Premises for any business or activity other than that specifically provided for in Tenant’s lease. Tenant shall I not make door-to-door solicitation of business from other tenants in the Building.

16. Landlord shall initially give tenant thirty-five (35) keys to the Premises. Tenant shall make no duplicates of such keys. Additional keys shall be obtained only from Landlord, at a fee to be determined by Landlord. No additional locks shall be placed upon any doors unless first approved by Landlord in writing. Upon termination of Tenant’s lease, Tenant shall surrender all keys to the Premises (and, if applicable, card keys) to Landlord and shall otherwise give Landlord the combination of all locks on the Premises.

17. Tenant will not locate furnishings or cabinets adjacent to mechanical or electrical access panels or over air conditioning outlets so as to prevent operating personnel from servicing such units as routine or emergency access may require. Cost of moving such furnishings for Landlord’s access will be billed to Tenant. The lighting and air conditioning equipment of the Building is the exclusive charge of Landlord and its employees.

18. Tenant shall comply with all parking rules and regulations as posted and distributed by Landlord from time to time.

19. No portion of the Building shall be used for the purpose of lodging rooms.

20. Tenant shall not waste electricity, water or other utilities. Tenant will comply with any governmental energy-saving rules, laws or regulations of which Tenant has received notice. Tenant agrees to cooperate fully with Landlord to assure the effective operation of the Building’s heating and air conditioning and to refrain from adjusting thermostat controls.

21. Tenant shall not place vending machines or dispensing machines of any kind in the Premises (other than soda machines for the use of Tenant’s employees and guests), unless first approved in writing by Landlord in its sole discretion.

22. Landlord’s written approval, which shall be at Landlord’s sole discretion, must be obtained prior to changing from the standard blinds. Landlord will control all blinds and internal lighting that may be visible from the exterior or Public Areas of the Building and shall have the right to change any unapproved blinds and lighting at Tenant’s expense.

23. Intentionally Omitted.

24. Intentionally Omitted.

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25. Tenant shall comply with all safety, fire protection, and evacuation procedures and regulations established by Landlord or any governmental agency. Landlord has the right to evacuate the Building in the event of an emergency or catastrophe. Landlord reserves the right to prevent access to the Building in cases of invasion, mob, riot, bomb threat, public excitement or other commotion by closing the doors or by taking other appropriate action.

26. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked when the Premises are not fully inhabited.

27. Smoking shall not be permitted on any multi-tenant floor in the Building. Smoking is permitted on any floor in the Building, which is leased entirely by a single tenant (if so desired by that tenant). Smoking is also permitted outside the Building, however, smokers must utilize the ash urns which are located outside the Building at the designated smoking area.

28. Landlord has the right to designate a property management company to, among other things, monitor and enforce the Rules and Regulations.

29. Tenant is solely responsible for the cost to maintain and repair any and all “Above Standard” items installed within their Premises (ie., computer room air conditioning unit, sinks, garbage disposals, dishwashers, custom locking devices, specialty lighting, private restroom fixtures (not including Building standard fixtures in the core-area bathrooms on the floor on which the Premises is located), etc.)).

30. Landlord reserves the right to rescind any of these rules and regulations and to make such other and further rules and regulations as in its sole judgment. And shall from time to time be required for the successful and professional operation of the Building, which rules shall be binding upon each tenant and its officers, agents, employees, guests and vendors upon delivery to tenant. Landlord shall enforce all rules and regulations in a non-discriminatory manner. In the event of any conflict between these rules and regulations (as the same may be modified or supplemental hereunder) and the terms of the Lease, the terms of the Lease shall be controlling.

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EXHIBIT C

COMMENCEMENT LETTER

Re: Office Lease dated , 200 (the “ Lease ” ) between 3930 HHP LLC (“ Landlord ”) and HALE LANE PEEK DENNISON AND HOWARD PROFESSIONAL CORPORATION (“ Tenant ”) for the Premises, Rentable Square Footage of which is 18,035, located on the fourth floor of 3930 Howard Hughes Parkway. Unless otherwise specified, all capitalized terms used herein shall have the same meanings as in the Lease.

Landlord and Tenant agree that:

Landlord has fully completed all Landlord Work required under the terms of the Lease, if any.

Tenant has accepted possession of the Premises. The Premises are usable by Tenant as intended; Landlord has no further obligation to perform any Landlord Work or other construction except as otherwise stated in the Lease.

The Commencement Date of the Lease is , 200 .

The Expiration Date of the Lease is the last day of , .

Tenant’s Address at the Premises after the Commencement Date is:

Attention:

Phone:

Fax:

All other terms and conditions of the Lease are ratified and acknowledged to be unchanged.

EXECUTED as of , 200 .

{ATTACH APPROPRIATE
SIGNATURES}

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EXHIBIT D

Work Letter Version 3

[structural improvements — construction allowance — Landlord managed construction]

This Work Letter is attached as an Exhibit to an Office Lease (the “ Lease ”) between 3930 HHP LLC, as Landlord, and HALE LANE PEEK DENNISON AND HOWARD PROFESSIONAL CORPORATION, as Tenant, for the Premises, the Rentable Square Footage of which is 18,035, located on the fourth floor of the Building. Unless otherwise specified, all capitalized terms used in this Work Letter shall have the same meanings as in the Lease. In the event of any conflict between the Lease and this Work Letter, the latter shall control.

1. Approved Construction Documents .

(A) Architectural Documents . No later than June 15, 2005, Tenant shall submit to Landlord complete, finished and detailed architectural, drawings and specifications to include Tenant’s partition layout, reflected ceiling, telephone and electrical outlets and equipment rooms, doors (including hardware and keying schedule), glass partitions, windows (if any), critical dimensions, millwork and finish schedules, together with all supporting information and delivery schedules (the “ Architectural Documents ”). Tenant shall provide Landlord with Tenant’s furniture layout as soon as is practicable, which may be after June 15, 2005. The Architectural Documents shall be prepared by Spazio Design, acting as Tenant’s architect. The Architectural Documents shall comply with Laws and shall be presented in Landlord’s format satisfactory for filing with the appropriate governmental authorities for required permits and licenses.

(B) Landlord’s Approval . Within 10 business days after receipt of Tenant’s Architectural Documents, Landlord (or its designated architectural and/or engineering firm) shall approve or disapprove such documents in writing. Tenant shall submit corrected Architectural Documents within 10 Business Days of receipt of Landlord’s disapproval notice. Landlord shall approve or disapprove the corrected Architectural Documents within 5 additional days from receipt thereof. In the event Landlord fails to approve or disapprove the Architectural Documents within the time periods set forth herein, the Architectural Documents shall be deemed approved. Upon Landlord’s approval, the Architectural Documents shall become the “Approved Architectural Documents”. If Landlord disapproves, Landlord shall provide Tenant in writing specific reasons for such disapproval.

2. Pricing and Bids . Within five (5) business days following receipt of the Approved Architectural Documents, Landlord shall seek 3 competitive bids from general contractors from Landlord’s approved bidding list. Tenant shall have the option of submitting the names of up to 2 general contractors for inclusion in the bidding process so long as such contractors are acceptable to Landlord. Only subcontractors from Landlord’s approved subcontractor list or otherwise approved by Landlord shall be allowed to work on the mechanical, electrical and plumbing components of the Building. Tenant shall be invited to the bid opening and allowed to participate in the selection of the successful bidder; provided Landlord and Tenant shall jointly make the final selection of the general
contractor.

2.1 Mechanical, Electrical and Plumbing .

(A) MEP Documents . Within ten (10) business days after the selection of the general contractor pursuant to Paragraph 2 above, Landlord shall submit to Tenant (or Tenant’s designated architect) complete, finished and detailed mechanical, electrical and plumbing drawings and specifications, air conditioning and heater systems, duct work and electrical facilities, together with supporting information and delivery schedules (the “ MEP Documents ”). The MEP Documents shall be prepared by the mechanical, electrical and plumbing subcontractors from Landlord’s approved subcontractor list who were included in the general contractor’s approved bid. The MEP Documents shall comply with Laws and shall be presented in Landlord’s format satisfactory for filing with the appropriate governmental authorities for required permits and licenses.

(B) Approval . Within 10 business days after receipt of the MEP Documents, Landlord (or its designated engineering firm) and Tenant (or its designated architectural firm) shall mutually finalize and approve such documents. Upon such finalization and approval, the

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Architectural Documents and the MEP Documents shall become, collectively, the “ Approved Construction D ocuments ”.

3. Landlord’s Contributions . Landlord will provide a construction allowance not to exceed $30.00 multiplied by the Usable Square Footage of the Premises (the “Construction Allowance ”), toward the cost of constructing the Landlord Work. Payments shall be made directly to Landlord’s contractor performing the Landlord Work. The cost of (a) all space planning; design, consulting or review services and construction drawings, (b) extension of electrical wiring from Landlord’s designated location(s) to the Premises, (c) purchasing and installing all building equipment for the Premises (including above building standard electrical equipment approved by Landlord), (d) required metering, re-circuiting or re-wiring for metering, equipment rental, engineering design services, consulting services, studies, construction services, cost of billing and collections, (e) materials and labor, (f) supplemental air conditioning, (g) fire suppression systems (h) cabling for telecommunications systems and computers, and (i) security systems, shall all be included in the cost of the Landlord Work and may be paid out of the Construction Allowance, to the extent sufficient funds are available for such purpose. In addition, Tenant shall be entitled to use any portion of the Construction Allowance which is not utilized for the cost of constructing the Landlord Work (up to a maximum of Two Dollars ($2.00) multiplied by the Usable Square Footage of the Premises) for the payment of Tenant’s costs of moving its personal property to the Premises. The Construction Allowance made available to Tenant under this Work Letter must be utilized for its intended purpose within 365 days of the Effective Date or be forfeited with no further obligation on the part of Landlord.

4. Construction .

(A) General Terms . Subject to the terms of this Work Letter, Landlord agrees to cause leasehold improvements to be constructed in the Premises (the “ La ndlord Work ”) in a good and workmanlike manner in accordance with the Approved Construction Documents. Tenant acknowledges that Landlord is not an architect or engineer, and that the Landlord Work will be designed and performed by independent architects, engineers and contractors. Accordingly, Landlord does not guarantee or warrant that the Approved Construction Documents will comply with Laws or be free from errors or omissions, nor that the Landlord Work will be free from defects, and Landlord will have no liability therefor. Landlord does a gree, however, to require the general contractor to warrant the Landlord Work against defects in workmanship for a period of at least one (1) year and to agree that such warranty may be assigned to Tenani and (ii) assign all manufacturers warranties to Tenant. In the event or any errors, omissions or defects in the Landlord Work, and upon Tenant’s written request, Landlord will use commercially reasonable efforts to cooperate with Tenant in enforcing any applicable warranties, In addition, Landlord’s approval of the Architectural Documents or the MEP Documents or the Landlord Work shall not be interpreted to waive or otherwise modify the terms and provisions of the Lease. Except with respect to the economic terms set forth in Paragraph 3 of this Work Letter, the terms and provisions co ntained in this Work Letter shall survive the completion of the Landlord Work and shall govern in all a pplicable circumstances arising under the Lease throughout the term of the Lease, including the construction of future improvements in the Premises. Tenant acknowledges that Tenant’s Information and the Approved Construction Documents must comply with (i) the definitions used by Landlord for the electrical terms used in this Work Letter, and (ii) the electrical and HVAC design capacities of the Building.

(B) ADA Compliance . Landlord shall, as an Operating Expense, be responsible for ADA (and any applicable state accessibility standard) compliance for the core areas of the Building (including, but not limited to, elevators, Common Areas, and service areas), the Property’s parking facilities and all points of access into the Property. Tenant shall, at its expense, be responsible for ADA (and any applicable state acces sibility standard) compliance in the Premises, including restrooms on any floor now or hereafter leased or occupied in its entirety by Tenant, its Affiliates or transferees. Landlord shall not be responsible for determining whether Tenant is a public accommodation under ADA or whether the Approved Construction Documents comply with ADA requirements, including submission of the Approved Construction Documents for review by appropriate state agencies. Such determinations, if desired by Tenant, shall be the sole responsibility of Tenant.

(C) Substantial Completion . The Landlord Work shall be deemed to be “ Substantially Complete ” on the date that both (i) all Landlord Work (other than any details of

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construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant’s use or occupancy of the Premises) has been performed, and (ii) a certificate of occupancy or temporary certificate of occupancy has been issued for the Premises, or the Landlord Work has received final inspection approval from Clark County allowing Tenant to lawfully occupy the Premises. Time is of the essence in connection with the obligations of Landlord and Tenant under this Work Letter. Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Except its otherwise expressly set forth in the Lease, Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be the resulting postponement (if any) of the commencement of rental payments under the Lease. “ Tenant Delay ” means any actor omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including: (i) Tenant’ s failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) Tenant’s selection of non-building standard equipment or materials (upon request, Landlord shall provide Tenant with a list of building standard equipment and materials; (iii) changes requested or made by Tenant to previously approved plans and specifications; or (iv) performance of work in the Premises by Tenant or Tenant’s contractor(s) during the performance of the Landlord Work.

5. Costs .

(A) Change Orders and Cost Overruns . Landlord’s approval is required in advance of all changes to, and deviations from, the Approved Construction Documents (each, a “ Change Order ” ) , including any (i) omission, removal, alteration or other modification of any portion of the Landlord Work, (ii) additional architectural or engineering services, (iii) changes to materials, whether building standard materials, specially ordered materials, or specially fabricated materials, or (iv) cancellation or modification of supply or fabrication orders. Except as otherwise expressly provided in this Work Letter, all costs of the Landlord Work in excess of the Construction Allowance including Change Orders requested by Tenant and approved by Landlord which increase the cost of the Landlord Work (collectively, “ Cost Overruns ” ) shall be paid by Tenant to Landlord within 10 days of receipt of Landlord’s invoice. In addition, at Landlord’s election, Landlord may require Tenant to prepay up to fifty percent (50%) of any projected Cost Overruns within 10 days of receipt of Landlord’s invoice for same. Landlord may stop or decline to commence all or any portion of the Landlord Work until such payment (or prepayment) of Cost Overruns is received. On or before the Commencement Date, and as a condition to Tenant’s right to take possession of the Premises, Tenant shall pay Landlord the entire amount of all Cost Overruns, less any prepaid amounts. Tenant’s failure to pay, when due after the presentation of Landlord’s invoice, any Cost Overruns or the cost of any Change Order shall constitute an event of default under the Lease.

(B) Construction Management Fee . Tenant shall; for supervision and administration of the construction and installation of the Landlord Work, pay Landlord a construction management fee of $13,650.00 for the Landlord Work, which may be paid from the unused portion of the Construction Allowance (if any). Fifty percent (50%) of such management fee shall be paid prior to Landlord’s commencement of the Landlord Work, and the remaining fifty percent (50%) of such management fee shall be paid on or before the Commencement Date as a condition to Tenant’s right to take possession of the Premises. Tenant’s failure to pay such construction management fee when due shall constitute an event of default under the Lease.

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EXHIBIT E

HUGHES CENTER

PARKING AGREEMENT

This Parking Agreement is incorporated by reference into that certain Lease Agreement dated as of June 1, 2005, HALE LANE PEEK DENNISON AND HOWARD, PROFESSIONAL CORPORATION, as Tenant, and 3930 HHP LLC, as Landlord (the “Lease”).

1. Parking Facilities . The parking facilities appurtenant to the Building include asphalt surface parking for visitor parking and a separate parking structure for monthly parking (“Parking Structure”). The Parking Structure will accommodate three and one-half (3.5) parking spaces per one thousand (1,000) Usable Square Feet in the Premises. However, at Tenant’s request, Tenant shall initially be entitled to use only thirty-five (35) vehicle parking spaces within the Parking Structure for the monthly parking of Tenant’s employees. All thirty-five (35) parking spaces shall be for parking in the covered portion of the Parking Structure. Tenant’s use of the Parking Structure shall be based upon a non-exclusive use in common with Landlord, other tenants of the Building, and their guests and invitees. Tenant shall not use more parking spaces than said number, or any spaces (a) which have been specifically assigned by Landlord to other tenants or for such other uses as visitor parking or (b) which have been designated by governmental entities of competent jurisdiction as being restricted to certain uses. Landlord reserves the right to erect such security and access and egress control devices as it may reasonably deem to be appropriate (including, without limitation card controlled gates) and Tenant agrees to cooperate fully with Landlord in such matters. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant’s employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. If Tenant permits or allows any of such prohibited activities, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or low away the vehicle involved and charge the cost to Tenant, which cost shall be immediately payable upon demand by Landlord. The number of parking spaces which Tenant is entitled to use shall increase from thirty-five (35) to thirty-nine (39) covered parking spaces on the first annual anniversary of the Commencement Date, to forty-three covered parking spaces on the second annual anniversary of the Commencement Date, to forty-seven (47) covered parking spaces on the third annual anniversary of the Commencement Date and to fifty-one (51) covered parking spaces on the fourth annual anniversary of the Commencement Date. At Tenant’s request, and subject to availability, Landlord shall make some or all of the additional parking spaces described in the preceding sentence (up to fifty-one (51) total parking spaces pursuant to this Paragraph 1) available to Tenant prior to the dates set forth in the preceding sentence.

2. Parking Fee . During the first five (5) years of the Lease Term, Tenant shall pay Fifty-five Dollars ($55.00) per space per month for covered parking and Thirty Dollars ($30.00) per space per month for uncovered parking (the “ Parking Fees ”). After the first five (5) years of the Lease Term, Landlord shall have the right from time to time to increase the Parking Fees being charged Tenant upon thirty (30) days prior written notice. Tenant agrees and acknowledges that Tenant shall be obligated to pay such rates regardless of whether or not Tenant actually uses or needs the parking spaces which Tenant is entitled to use. Such Parking Fees shall be payable monthly commencing with the first installment of Base Rent due under the Lease. If the Commencement Date is other than the first day of a calendar month, the first Installment of the Parking Fees shall be prorated on the basis of a thirty (30) day calendar month.

3. Additional Parking . If Tenant requires additional parking, Landlord shall make additional parking spaces available to Tenant, subject to availability; provided that any parking spaces in excess of three and one-half (3.5) spaces per one thousand (1,000) Usable Square Feet in the Premises shall be provided to Tenant on a month-to-month basis only. The Parking Fees (for each additional parking space made available to Tenant hereunder shall be equal to the Parking Fees per space set forth in Paragraph 2 above.

4. Definitions . All capitalized terms contained in this Parking Agreement that are not defined herein shall have the same definition as set forth in the Lease.

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FIRST AMENDMENT

THIS FIRST AMENDMENT (the “First Amendment” ) is entered into this 27 th day of July, 2007, by and between 3930 HHP LLC, a Delaware limited liability company (“Landlord”), and HALE LANE PEEK DENNISON AND HOWARD PROFESSIONAL CORPORATION, a Nevada professional corporation (“Tenant”).

R E C I T A L S :

A. Landlord and Tenant entered into that certain Lease dated June 1, 2005 (the “Lease”), for space consisting of approximately eighteen thousand thirty-five (18,035) Rentable Square Feet and seventeen thousand three hundred fourteen (17,314) Usable Square Feet located at 3930 Howard Hughes Parkway, Suite 400, Las Vegas, Nevada 89169 (the “Original Premises” ) .

B. Landlord and Tenant have agreed to amend the Lease, upon all of the same terms and conditions contained in the Lease, except as set forth herein, to expand the Premises to include the space known as Suite 360 on the third floor of the Building, as outlined on the floor plan attached to this First Amendment as Attachment “A” and incorporated herein by reference (the “Suite 360 Expansion Space” ) , and to otherwise amend the Lease as specifically set forth herein.

C. The Suite 360 Expansion Space is stipulated for all purposes to contain approximately nine thousand two hundred fifty-two (9,252) Rentable Square Feet and eight thousand one hundred nine (8,109) Usable Square Feet.

NOW THEREFORE, based upon the covenants and promises contained herein and other good and valuable consideration, Landlord and Tenant mutually agree as follows:

1. Premises . Commencing on August 16, 2007 (the “Suite 360 Expansion Space Commencement Date” ) , the Suite 360 Expansion Space shall become part of the Premises, and the term “Premises” shall otherwise mean the Original Premises and the Suite 360 Expansion Space. Commencing on the Suite 360 Expansion Space Commencement Date, the Premises shall be stipulated for all purposes to contain twenty-seven thousand two hundred eighty-seven (27,287) Rentable Square Feet and twenty-five thousand four hundred twenty-three (25,423) Usable Square Feet. The term of such lease for the entire Premises, including the Suite 360 Expansion Space and the Original Premises, shall expire on February 29, 2016.

If Landlord is delayed in delivering possession of the Suite 360 Expansion Space due to any reason, including the holdover or unlawful possession of such space by any third party, or for any other reason, such delay shall not be a default by Landlord, render this First Amendment void or voidable, or otherwise render Landlord liable for damages. Any Event of Default by Tenant with respect to the Suite 360 Expansion Space shall be an Event of Default under the Lease, and any Event of Default under the Lease with respect to the Original Premises shall be deemed to be an Event of Default by Tenant with respect to the Suite 360 Expansion Space. In either event, Landlord shall have all of the rights and remedies which are available to Landlord under the terms of the Lease.

The Suite 360 Expansion Space is accepted by Tenant in “as is” condition and configuration. TENANT HEREBY AGREES THAT THE SUITE 360 EXPANSION SPACE IS IN GOOD ORDER AND SATISFACTORY CONDITION AND THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS FIRST AMENDMENT, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR

IMPLIED, BY LANDLORD REGARDING THE PREMISES, THE SUITE 360 EXPANSION SPACE, OR THE BUILDING.

2. Base Rent . Beginning on the Suite 360 Expansion Space Commencement Date, Base Rent for the Suite 360 Expansion Space shall be as follows:

	Rate Per Month/Per
Month	Rentable Square Foot		Base Rent Per Month
August 16, 2007 to July 31, 2008	$	3.15	$	29,143.80
August 1, 2008 to July 31, 2009	$	3.245	$	30,022.74
August 1, 2009 to July 31, 2010	$	3.342	$	30,920.18
August 1, 2010 to July 31, 2011	$	3.442	$	31,845.38
August 1, 2011 to July 31, 2012	$	3.545	$	32,798.34
August 1, 2012 to July 31, 2013	$	3.651	$	33,779.05
August 1, 2013 to July 31, 2014	$	3.761	$	34,796.77
August 1, 2014 to July 31, 2015	$	3.874	$	35,842.25
August1, 2015 to February 29, 2016	$	3.990	$	36,915.48

Such Base Rent shall be paid in equal monthly installments in accordance with Section 4 of the Lease, provided that the first installment of Base Rent for the Suite 360 Expansion Space shall be due upon Tenant’s execution of this First Amendment. If the Suite 360 Expansion Space Commencement Date is a day other than the first day of a month, then the installment of Base Rent for such month shall be prorated, based on the number of days in such month.

3. Operating Expenses . Effective as of the Suite 360 Expansion Space Commencement date, Tenant’s Pro Rata Share of Operating Expenses shall be adjusted to reflect the additional Rentable Square Footage of the Premises. In addition, the Base Year for the purposes of computing Excess Operating Expenses for the Suite 360 Expansion Space only shall be 2007.

4. Existing Option to Expand . The expansion of the Premises pursuant to this First Amendment constitutes the exercise of Tenant’s Option to Expand pursuant to Rider No. 2 of the Lease. Tenant shall have no further right to lease additional space, and Rider No. 2 attached to the Lease is hereby deleted in its entirety.

5. Landlord Recapture Right . Notwithstanding the provisions of Section 11.B of the Lease, proposals from Tenant to sublease up to a total of sixty percent (60%) of the Suite 360 Expansion Space shall not entitle Landlord to terminate the Lease.

6 Refurbishment Allowance . Landlord shall provide Tenant with a refurbishment allowance in the amount of One Hundred Twenty-Nine Thousand Seven Hundred Forty-Four and 00/100

($129,744.00) to be used to improve and refurbish the Suite 360 Expansion Space pursuant to the Work Letter attached hereto as Attachment “B” and incorporated herein by this reference.

7. Parking . As of the Suite 360 Expansion Space Commencement Date, Tenant shall be entitled to use an additional nineteen (19) covered and nine (9) uncovered vehicle parking spaces in the Parking Structure, all at the prevailing rate which Landlord is charging for use of the Parking Structure, as the same may be adjusted from time to time pursuant to Exhibit “E” to the Lease.

8. Brokers . Notwithstanding any provision to the contrary contained in the Lease, Landlord represents and warrants to Tenant, and Tenant represents and warrants to Landlord, that, with the exception of Colliers International (whose commission shall be paid by Landlord pursuant to a separate agreement), no broker, leasing agent or finder has been engaged in connection with the transaction contemplated by this First Amendment. However, in the event of any claims for brokers’ or finders’ fees or commissions in connection with this First Amendment, Landlord and Tenant hereby indemnify and hold each other harmless against any loss, claim, expense or liability with respect to any commissions or brokerage fees claimed as a result of the execution of this First Amendment and/or the renewal of this Lease due to any action of the indemnifying party.

9. Except as modified herein, the Lease shall remain in full force and effect.

10. All capitalized terms not defined herein shall have the same meaning as defined in the Lease.

IN WITNESS WHEREOF, this First Amendment has been executed on the day and year above written.

LANDLORD :

3930 HHP LLC,
a Delaware limited liability company

By:	CRESCENT REAL ESTATE EQUITIES
	LIMITED PARTNERSHIP,
	a Delaware limited partnership
	its Managing Agent

	By:		CRESCENT REAL ESTATE
			EQUITIES, LTD.,
			a Delaware corporation
			its General Partner

			By:	/s/ Robert H. Boykin, Jr.
			Name:	ROBERT H. BOYKIN, JR.
			Title:	SENIOR VICE PRESIDENT
				LEASING

TENANT :

HALE LANE PEEK DENNISON AND
HOWARD PROFESSIONAL CORPORATION,
a Nevada professional corporation

By:		/s/ Timothy A. Lukes
Name:		Timothy A. Lukes
Title:		President

ATTACHMENT “A” TO FIRST AMENDMENT

Floor Plan of Suite 360 Expansion Space

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ATTACHMENT “B” TO FIRST AMENDMENT

WORK LETTER

[TENANT IS REFURBISHING PREMISES]

This Work Letter is attached as an Attachment to a First Amendment (the “ First Amendment ”) between 3930 HHP LLC, as Landlord, and HALE LANE PEEK DENNISON AND HOWARD PROFESSIONAL CORPORATION, as Tenant, for the Suite 360 Expansion space, the rentable square feet of which is 9,252, located on the third floor of the Building. Unless otherwise specified, all capitalized terms used in this Work Letter shall have the same meanings as in the First Amendment. In the event of any conflict between the First Amendment and this Work Letter, the latter shall control.

Tenant agrees to accept the Suite 360 Expansion Space in i ts current “as is” condition as of the Suite 360 Expansion Space Commencement Date. However, Tenant may elect to refurbish the improvements in the Suite 360 Expansion Space or install new improvements in the Suite 360 Expansion Space (the “ Tenant Work ”), subject to Article 9 of the Lease. Upon and subject to the terms and conditions of this Work Letter, Landlord shall reimburse Tenant for the costs of the Tenant Work; provided, however, Landlord’s obligation to reimburse Tenant for the Tenant Work shall be: (i) limited to the lesser of (A) actual costs incurred by Tenant in its construction of the Tenant Work; and (B) an amount up to, but not exceeding, One Hundred Twenty-Nine Thousand Seven Hundred Forty-Four and 00/100 ($129,744.00) (which is $16.00 multiplied by the Usable Square Feet of the Suite 360 Expansion Space); and (ii) conditioned upon Landlord’s receipt of written notice (which notice shall be accompanied by invoices and documentation set forth below) from Tenant that the Tenant Work has been completed and accepted by Tenant.

Landlord shall make payment for the Tenant Work (limited as described above) within thirty (30) days following Tenant’s delivery to Landlord of: (i) third-party invoices for costs incurred by Tenant in constructing the Tenant Work; (ii) evidence that Tenant has paid the invoices for such costs; and (iii) l ien waivers from any contractor who has constructed any portion of the Tenant Work or any materialman who h as supplied materials used or incorporated into any portion of the Tenant Work (if applicable). Any reimbursement obligation of Landlord under this Work Letter shall be applied solely to the purposes specified above, as allocated, within 180 days after the Suite 360 Expansion Space Commencement Date or be forfeited with no further obligation on the part of Landlord.

Within 10 days following the date of invoice, Tenant shall, for supervision and administration of the construction and installation of the Tenant Work, pay Landlord a construction management fee equal to 8% of the aggregate contract price for the Tenant Work, which may be paid from the unused portion of the Construction Allowance (if any). Tenant’s failure to pay such construction management fee when due shall constitute an event of default under the Lease.

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EXHIBIT C

COMMENCEMENT LETTER

Re:

Office Lease dated June 1, 2005 (the “ Lease ”) between 3930 HHP LLC (“ Landlord ”) and HALE LANE PEEK DENNISON AND HOWARD PROFESSIONAL CORPORATION (“ Tenant ”) for the Premises, the Rentable Square Footage of which is eighteen thousand thirty-five (18,035), located on the fourth floor of 3930 Howard Hughes Parkway, Las Vegas, Nevada 89109. Unless otherwise specified, all capitalized terms used herein shall have the same meanings as in the Lease.

Landlord and Tenant agree that:

Landlord has fully completed all Landlord Work required under the terms of the Lease, if any.

The Commencement Date of the Lease is February 9, 2006.

The Expiration Date of the Lease is the last day of February, 201 6.

Tenant’s Address at the Premises after the Commencement Date is:

Hale Lane Peek Dennison and Howard Professional Corporation

3930 Howard Hughes Parkway

Suite 400

Las Vegas, NV 89109

Attention:

Phone:

Fax:

All other terms and conditions of the Lease are ratified and acknowledged to be unchanged.

EXECUTED as of [ILLEGIBLE], 2006.

Please review and sign below, returning the original copy to the Property Management office.

By:

/s/ Timothy A. Lukes
Signature

Timothy A. Lukes
Print Name

President
Title

TENANT ESTOPPEL

Upon Completion, Please Return to:

BARCLAYS CAPITAL REAL ESTATE INC.

200 Park Avenue

New York, New York 10166

Attn: Lori Rung/CMBS Servicing

Today’s Date: Lease Date: June 1, 2005

Lease Commencement Date: February 9, 2006 Lease Expiration Date: February 29, 2016

Property Name: 3930 Howard Hughes Parkway

Landlord: 3930 HHP LLC, a Delaware limited liability company

Tenant: Hale Lane Peek Dennison and Howard Professional Corporation, a Nevada professional corporation

Leased Premises: Suite/Unit: #400 Leased Square Footage: 18,035 r.s.f.

Monthly Rental (including operating expenses, if applicable): $46,452.28

Monthly Parking: $2,145.00

Security Deposit: None Portion previously applied by Landlord: N/A

The Lease is [ ] or is not [X] guaranteed. By: N/A

The undersigned states that he/she is fully authorized on behalf of the Tenant in the above-described Lease to execute this letter and hereby certifies to the Landlord and Barclays Capital Real Estate Inc., its successors and/or assigns (hereinafter, “ Lender ”), that the information set forth herein is true and accurate:

1. Tenant has entered into a lease agreement and all amendments as described on Exhibit A (the “ Lease ”). The Lease is in full force and effect; there are no other promises, agreements, understandings or commitments between Landlord and Tenant relating to the Leased Premises; and Tenant is occupying the Leased Premises and has not given Landlord any notice of termination thereunder. Tenant has not assigned, sublet, encumbered or otherwise transferred all or any part of the Leased Premises or the Lease, except pursuant to sublease or assignment agreements described on Exhibit A.

2. To the best of Tenant’s knowledge and belief, no uncured default, event of default, or breach by Landlord or Tenant currently exists under the Lease. Tenant has no claim

against Landlord under the Lease and no offset or defense to the enforcement of the terms of the Lease.

3. Tenant is obligated to pay rent to Landlord at the rate set forth in the Lease. Tenant has not prepaid any rent or other amounts to Landlord other than rent and other charges due and payable in the calendar month of this certification.

4. In connection with its use and occupancy of the Leased Premises, Tenant is not and will not become engaged in the production, treatment, release or storage of hazardous or toxic substances which pose a substantial risk of imminent damage to public health or safety or to the environment.

5. Tenant is not currently a debtor in any bankruptcy, reorganization, arrangement or insolvency proceedings.

6. Tenant has received no notice of prior sale, transfer, assignment, hypothecation or pledge of the said Lease or of the rents secured therein, except to above described Lender.

7. Tenant has no options, rights of first refusal, expansion rights, relocation rights, purchase rights, termination, or exclusive business rights except as set forth in the Lease, and Tenant has no option or right of first refusal to purchase the Leased Premises or any portion thereof.

8. Tenant is not identified on the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the Office of Foreign Assets Control pursuant to any authorizing United States law, regulation or Executive Order of the President of the United States (“ OFAC List ”) nor is Tenant subject to trade embargo or economic sanctions pursuant to any authorizing United States law, regulation or Executive Order of the President of the United States,

9. Tenant agrees to attom to and recognize as its landlord under the Lease each party acquiring legal title to the Property by foreclosure (whether judicial or nonjudicial) of the Security Instrument, deed-in-lieu of foreclosure, or other sale in connection with enforcement of the Security Instrument or otherwise in satisfaction of the Loan.

10. Tenant agrees for a period of thirty (30) days from the date hereof to notify Landlord and Lender in writing of any changes to the statements made by Tenant in this Certification promptly upon Tenant’s learning of each such change.

11. Tenant agrees to provide Lender copies of any and all notices given under the Lease. Such notices shall be sent to Lender at the following address (or such other address as Lender may designate): BARCLAYS CAPITAL REAL ESTATE INC., 200 Park Avenue, New York, New York 10166, Attn: Lori Rung/CMBS Servicing.

TENANT:

HALE LANE PEEK DENNISON AND HOWARD PROFESSIONAL CORPORATION, a Novada professional corporation

By:	/s/ Timothy A. Lukes
	Name:	Timothy A. Lukes
	Title:	President and Managing Shareholder

Exhibit A – Description of Lease

EXHIBIT A

TENANT ESTOPPEL

DESCRIPTION OF LEASE

Tenant has entered into a lease agreement and all amendments, subleases and assignments, if any, as described below:

1). Lease Agreement by and between 3930 HHP LLC, as Landlord and Hale Lane Peek Dennison and Howard Professional Corporation, as Tenant dated June 1, 2005.

EXHIBIT “C”

TO SUBLEASE AGREEMENT

List of Personalty

[ See attached.]

C-1

Exterior Offices

Room or Station Number	[ILLEGIBLE] Chair	Side Chair	[ILLEGIBLE]	Return	Overhead Unit	Bridge Unit	Bookshelf	File Cabinet	[ILLEGIBLE]	Table
406	1	2	1	1		1	1-727”h x 36”w		[ILLEGIBLE]
407	1	2	1	1		1		1-2 [ILLEGIBLE]	2-32”w x 72”h
408	1	2	1	0		0	2-84”h x 36”w
411	1	2	1	1		1	[ILLEGIBLE]	1-2 [ILLEGIBLE]
412	1	2	1	0		0	[ILLEGIBLE]		2-72”h	1 small table
413	1	2	1	0	1	0	1-72”h x 36”w
414	1	2	1	1		1	[ILLEGIBLE]
415 - IT Room	2	0	2	2		2	0	1-2 door vertical metal cabinet
418	3	0	1	1		1	[ILLEGIBLE]
419	1	1	1	1		1	[ILLEGIBLE]
420	1	1	1	1		1	1-72”h x 36”w	1-2 [ILLEGIBLE]
422	1	0	1	1		1	0	1-3 [ILLEGIBLE]
423	1	1	1	0		0	0		1-72”h	Typing table
424	1	2	1	1	1	1	[ILLEGIBLE]
426	1	0	1	0		0	[ILLEGIBLE]	1-2 [ILLEGIBLE]		[ILLEGIBLE]
427	0	0	1	1		1	2.72”h x 36”w			1-24” round
434	0	0	0	0		0	0			0
[ILLEGIBLE]	0	0	1	1		1	1-84”h x 36”w	1-2 [ILLEGIBLE]
[ILLEGIBLE]	1	2	1	1		1	1-72”h x 36”w
[ILLEGIBLE]	1	2	1	1	1	1	1-84” & 1-72”
440	1	2	1	1		1	3.96”h x 36”w
[ILLEGIBLE]	1	2	1	1		1	[ILLEGIBLE]
444	1	2	1	0	1	0	[ILLEGIBLE]		1-72” & 1-38”
446	1	2	1	1		0	[ILLEGIBLE]
449	1	2	1	1	1	1	2-72” & 2-38”		1-36”
450	1	2	1	1		1	3-96”h x 36”w
451	1	2	1	1		0	2-84”h x 36”w
452	1	2	1	1		1	3-54”h x 36”w
453	1	1	1	1		1	1-72”h x 36”w
454	1	2	1	1		1	1-72”h x 36”w	2-2 [ILLEGIBLE]
[ILLEGIBLE]	1	2	1	1		1	2.72” & 1.36”	1-3 [ILLEGIBLE]
[ILLEGIBLE]	1	2	1	1		1	2.72” & 1.36”

Interior Offices

[ILLEGIBLE] Chair

Side Chair

[ILLEGIBLE]

Return

Overhead
Unit

Bookshelf

File Cabinet

[ILLEGIBLE]

Table

[ILLEGIBLE]

16 built in [ILLEGIBLE]

1-25” x 40”

1-70” x 36”

[ILLEGIBLE]

Built in

447

Built in

Secretarial Stations

	[ILLEGIBLE]	[ILLEGIBLE]	Return	Overhead	Systems Furniture
460	1	1	1	1
[ILLEGIBLE]		1	1	1
[ILLEGIBLE]	1	1	1	1
[ILLEGIBLE]	1	1	1	1
[ILLEGIBLE]		1	1	1
[ILLEGIBLE]	1	1	1	1
[ILLEGIBLE]		1	1	1
[ILLEGIBLE]		1	1	1

454A	1	1	1	1
454B	1	1	1	1
438A	1	1	1	1
438B	1	1	1	1
442A	1	1	1	1
442B	1	1	1	1
465A	1	1	1	1
465B	1	1	1	1
448A	1	1	1
448B	1	1	1	1
457					1

Conference Rooms

	Table	Chairs	[ILLEGIBLE]	Small Table	Built in cabinet white Boards	Large screen Monitor	Built in Cabinets	Small Refrigerator	[ILLEGIBLE]
Silver - 402	1-round 30”	2		1
Blue - 403	1-round 30”	2		1
[ILLEGIBLE] - 415	1-10’ x 4”	13	145” Granite top built in	1	2	1
Valley (war Room) - 425	1-8’	3							[ILLEGIBLE]
Sandstone - 431	1-8’ x 8” granite topped table	12 conference room chairs / 5 misc.	148” Granite top built in	1	1	1
Mountain (War Room) - 433	1-12’ x 4”	7		1					[ILLEGIBLE]
[ILLEGIBLE] - 445		10	145” Granite top built in	1	2	1
[ILLEGIBLE] - 404	1-22’ x 63” granite top table	22	164” Granite top built in	1	1	1	1	1
[ILLEGIBLE] - 405	1-4’ x 4”	4		2

Table

Chairs

Refrigerator

Sink

Dishwasher

Warming
Oven

Microwave

Built in Concern &
Cabinete

Ice Maker

Break Room - 458

6 high / 12 low /16 [ILLIGIBLE]

2 full size GE

Yes

Small Kitchen - 417

Yes under counter

Yes

Yes Under Counter

Reception

Desk Chair

Systems Furniture

Side Chairs

Side Tables

[ILLEGIBLE]

1 granite & wood

4 high back leather

Desk Chair

Built in [ILLEGIBLE]

Small Table

Library - 428

7.31” x 84” / 3.26” x 84”

Built in Counters & Cabinets &

[ILLEGIBLE]

units

IKON - [ILLEGIBLE]

Exhibit 10.8(A)

FIRST AMENDMENT TO SUBLEASE AGREEMENT

THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT (“First Amendment”) is made effective as of December , 2008 (the “Amendment Date”), by and between HOLLAND & HART LLP, a Colorado limited liability partnership (“Sublandlord”), and TROPICANA ENTERTAINMENT LLC, a Delaware limited liability company (“Subtenant”).

W I T N E S S E T H:

WHEREAS, Sublandlord and Subtenant entered into that certain Sublease Agreement dated November 24, 2008 (the “Sublease”); and

WHEREAS, the parties hereto now desire to amend the Sublease, as set forth herein but not otherwise.

NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Defined Terms . For purposes of this First Amendment, capitalized terms and other defined items used herein but not defined herein shall have the meanings ascribed to them in the Sublease. In the event any of the terms of the Sublease conflict with the terms of this First Amendment, the terms of this First Amendment shall control.

2. Subtenant’s Cancellation Option . Subtenant shall have the one-time option to cancel the Sublease (the “Cancellation Option”) upon the following terms and conditions:

A. Subtenant must give written notice to Sublandlord that it is exercising the Cancellation Option, which notice must be delivered to Sublandlord on or before the date which is one hundred twenty (120) days before the Cancellation Date, as defined below. The cancellation will be effective at midnight on June 30, 2012 (the “Cancellation Date”). Subtenant shall continue to pay all Rent as set forth in the Sublease through the date that the Sublease is canceled.

B. In addition to the payment of Rent as set forth in Section 2.A above, on or before the Cancellation Date, Subtenant shall pay to Sublandlord a cancellation fee (the “Cancellation Fee”), which shall be equal to four (4) month’s installments of the then-current Base Rent, plus the unamortized portion (over the entire Term of the Sublease at an amortization rate of six percent (6%) per annum) of all commissions paid by Sublandlord to Sublandlord’s Broker and to Subtenant’s Broker in connection with the Sublease.

C. Subtenant shall cure any default which exists under the Sublease on the Cancellation Date, and Subtenant’s obligation to cure any such default within the period of time specified in the Sublease shall survive the Cancellation Date.

D. If the Cancellation Option is exercised by Subtenant, then, on or prior to the Cancellation Date, Subtenant shall surrender possession of the Sublease Premises to Sublandlord in accordance with the provisions of the Sublease, and, effective as of the Cancellation Date, Subtenant and Sublandlord shall be relieved of their obligations under the Sublease, except for any obligations which accrued prior to the Cancellation Date.

E. Except as set forth in this Section, Subtenant shall have no further right to cancel the Sublease.

3. Brokerage Commissions . Subtenant represents that Subtenant has dealt with no broker, real estate person, or finder in connection with this First Amendment other than Sublandlord’s Broker and Subtenant’s Broker, and that insofar as Subtenant knows, no other broker, real estate person, or finder negotiated this First Amendment or is entitled to any commission or fee in connection herewith. Subtenant agrees to indemnify, defend and hold Sublandlord free and harmless from and against all claims for broker’s and real estate commissions or finder’s fees by any person claiming to have been retained by, or furnished services to, Subtenant in connection with this transaction, other than Sublandlord’s Broker and Subtenant’s Broker.

4. Full Force and Effect . Except as amended herein, all terms and conditions of the Sublease shall remain in full force and effect throughout the duration of the Term. The Sublease, as amended herein, constitutes the entire agreement between the parties hereto and no further modification of the Sublease, as amended herein, shall be binding unless evidenced by an agreement in writing signed by Sublandlord and Subtenant.

IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this First Amendment as of the day and year first above written.

SUBLANDLORD:		SUBTENANT:

HOLLAND & HART LLP, a Colorado limited liability partnership		TROPICANA ENTERTAINMENT LLC, a Delaware limited liability company


By:	/s/ Lawrence J. Wolfe	By:	/s/ Robert Kocienski
Print Name:	Lawrence J. Wolfe	Print Name:	Robert Kocienski
Its:	Managing Partner	Its:	Senior Vice President, Chief Financial Officer and Treasurer

Date:	12/18/08	Date:	December 18, 2008

Exhibit 10.9

PRINCIPLES OF COOPERATION

BETWEEN

SEAFARERS ENTERTAINMENT AND

ALLIED TRADES UNION

AND

ARGOSY GAMING COMPANY

	CATFISH QUEEN PARTNERSHIP IN COMMENDUM
	d/b/a ARGOSY CASINO OF BATON ROUGE
		and the
	CENTROPLEX CONVENTION CENTRE HOTEL, L.L.C.

TABLE OF CONTENTS - GUIDING ARTICLES

PREAMBLE		i
INTRODUCTION		1
ARTICLE I — RECOGNITION		2
GA.1.1. Initial Recognition		2
ARTICLE II — UNION SECURITY		2
GA.2.1. Hiring Procedures for Personnel		2
GA.2.2. Union Membership		3
GA.2.3. Dues/Agency Fee Check Off		4
GA.2.3.(a) Check Off Authorization		6
GA.2.4. Company Rejection		7
GA.2.5. Orientation Period		7
GA.2.6. Indemnification		7
GA.2.7. Union Delegates		7
GA.2.8. Union Stewards		8
GA.2.9. Bulletin Board		9
GA.2.10. Union Access		9
GA.2.11. Union Identification Certificate/Union Pins		9
ARTICLE III — MANAGEMENT RIGHTS		10
GA.3.1. General Rights		10
GA.3.2. Residual Rights		11
ARTICLE IV — GRIEVANCE AND ARBITRATION PROCEDURE		11
GA.4.1. Definition		11
GA.4.2. Procedure		12
GA.4.3. Limitations on Authority of the Arbitrator		16
GA.4.4. Time Limit for Filing		16
GA.4.5. Time Off		17
ARTICLE V — NO STRIKE — NO LOCKOUT		17
GA.5.1. No Strike		17
GA.5.2. No Lockout		18
GA.5.3. Judicial Restraint		18
ARTICLE VI — SAFETY AND CONTRACT ADMINISTRATION		18
GA.6.1. Employee and Guest Safety		18
GA.6.2.(a) Clarification Committees		18
GA.6.2.(b) National Clarification Committee		19
GA.6.3. Safe Working Conditions		19
GA.6.4. Training Advisory Board		20
ARTICLE VII — SENIORITY, LAYOFF AND RECALL		20
GA.7.1. Definition of Seniority		20
GA.7.1.(A). Seniority Accrual		20
GA.7.2. Part-time Employees		21
GA.7.3. Seniority List		22
GA.7.4. Seniority of Union Delegates		22
GA.7.5. Job Posting and Application Procedures		22
GA.7.6. Temporary Vacancies		23

GA.7.7. Scheduling		23
GA.7.7.(a) Schedule Bidding		24
GA.7.8. Termination of Seniority		25
GA.7.9. Layoff and Recall		27
GA.7.10. Subcontracting		27
ARTICLE VIII — HOURS OF WORK AND OVERTIME		28
GA.8.1. Intent		28
GA.8.2. Payroll Week		28
GA.8.3. Payroll Day		28
GA.8.4. Normal Work Days and Hours		28
GA.8.5. Exchange of Work Shifts		29
GA.8.6. Temporary Work in a Higher Classification		29
GA.8.7. Overtime Work		29
GA.8.8. Overtime Pay		30
GA.8.9. Reporting Pay		30
GA.8.10. Non-Duplication		30
ARTICLE IX — WAGES		30
GA.9.1. Wage Rates		30
GA.9.1.(A). New Classification and Increase Provision		31
GA.9.2. Reopener on Language		32
GA.9.3. Company Pay for Skills Reward Program		32
ARTICLE X — ADDITIONAL EMPLOYEE BENEFITS		33
GA.10.1. Trust Fund Benefits		33
GA.10.2. 401(k) Plan		33
GA.10.3 Employee Meals		34
ARTICLE XI — COMPANY RULES, REGULATIONS AND DISCIPLINE		34
GA.11.1. Rules and Regulations		34
GA.11.2. Discipline		34
GA.11.3. Personnel Files		34
GA.11.4. Inability to Maintain License, Chronic Illness or Absenteeism		35
GA.11.5. Family Medical Leave Act		35
GA.11.6. Americans with Disabilities Act		35
GA.11.7. Equal Opportunity		36
GA.11.8. Company Variance Policy		36
GA.11.9. Use of Company Facilities		36
GA.11.10. Attendance/Tardiness/No Show-No Call		36
ARTICLE XII — JOB DESCRIPTION AND EMPLOYEE EVALUATION		37
GA.12.1. Job Description		37
GA.12.2. Evaluation		37
ARTICLE XIII — ADDITIONAL LEAVES OF ABSENCE		38
GA.13.1. Discretionary Leaves		38
GA.13.2. Application for Leave		38
GA.13.3. Jury Leave		38
GA.13.4. Leave for Illness, Injury or Disability		39
GA.13.5. Benefits While on Leave		40
GA.13.6. Union Leave of Absence		41

GA.13.7. Non-Employment Elsewhere		41
ARTICLE XIV — EMPLOYEE ALCOHOL AND DRUG TESTING		42
GA.14.1. Statement of Policy		42
GA.14.2. Prohibition		42
GA.14.3. Drug and Alcohol Testing Permitted		42
ARTICLE XV — INSURANCE		43
GA.15.1. Coverage		43
GA.15.1.(a) Cost		45
GA.15.2. Cost Containment		45
GA.15.3. Terms of Policies to Govern		45
GA.15.4. Life Insurance		45
ARTICLE XVI — TIME AWAY FROM WORK		46
ARTICLE XVII — BEREAVEMENT		46
ARTICLE XVIII — SAVINGS CLAUSE		46
ARTICLE XIX — ENTIRE AGREEMENT		46
ARTICLE XXII — DURATION		46

TABLE OF CONTENTS — FACILITY SPECIFIC ADDENDUM

INTRODUCTION		1
FS.1.1. Initial Recognition		1
FS.6.3. Safe Working Conditions		2
FS.8.4. Normal Work Days and Hours		2
FS.8.5. Exchange of Work Shifts		3
FS.8.6. Temporary Work in a Higher Classification		4
FS.8.8. Overtime Pay		4
FS.8.9. Reporting Pay		4
FS.9.1. Wage Rates		5
FS.9.2. Wage Reopener for 2008, 2009 and 2010		6
FS.10.3 Employee Meals		6
FS.11.9. Use of Company Facilities		7
FS.15.1.(a) Cost		7
ARTICLE XVI — TIME AWAY FROM WORK		7
FS.16.1. Holidays		7
FS.16.2. Work During a Holiday		8
FS.16.3. Scheduling of Holidays Off		8
FS.16.4. Vacation Allowance		8
FS.16.5. Vacation Taken		8
FS.16.6. Vacation Scheduling		9
FS.16.7. Holidays During Vacation		9
FS.16.8. Carry Over of Vacation Time		9
FS.16.9. Sick Leave Purpose		9
FS.16.10. Sick Leave Earned		10
FS.16.11. Personal Leave		10
ARTICLE XVII — BEREAVEMENT		11

APPENDIX A		A-1

SEAFARERS ENTERTAINMENT AND ALLIED TRADES UNION

AND

ARGOSY GAMING COMPANY

PREAMBLE

The relationship between SEATU, the Argosy employees, which it represents, and the leadership of Argosy Gaming Company is unique and strong due to the mutually supportive role each has played and continues in the success of the other. This is a partnership that is based on independent realities and perspectives that function by certain principles. The “Principles of Cooperation” that follow attempts to capture the essence of this working relationship.

Our customers who we entertain, our shareholders who expect a fair return on their investment, our employees who provide exceptional service, and the communities who license and support us expect and deserve the highest possible “value” we can deliver to them. The partnership between SEATU and Argosy Gaming Company share a commitment to the highest possible “value” to all who invest time, financial resources, talent or opportunity.

SEATU and Argosy Gaming Company are committed to building upon their mutual success to reach a new level of “value” based on skill, unparalleled service, flexibility, creativity, openness and fairness. While challenges may arise, our expectation and commitment is to continue to build upon the working relationship that has already been established through “The Principles of Cooperation”.

GUIDING ARTICLES

INTRODUCTION

THESE GUIDING ARTICLES entered into by and between the SEAFARERS ENTERTAINMENT AND ALLIED TRADES UNION (hereinafter referred to as the “Union”), which is affiliated with the SEAFARERS INTERNATIONAL UNION OF NORTH AMERICA, ATLANTIC, GULF, LAKES AND INLAND WATERS DISTRICT/NMU, AFL-CIO, and the ARGOSY GAMING COMPANY and any person, firm, partnership, corporation, joint venture or any other legal entity substantially under the control of Argosy, or one or more Division(s) of Argosy covered by these Guiding Articles or a subsidiary of Argosy (hereinafter referred to as “Argosy”). The Addendum attached hereto and made a part hereof by this reference, applies to the CATFISH QUEEN PARTNERSHIP IN COMMENDUM d/b/a ARGOSY CASINO OF BATON ROUGE and the CENTROPLEX CONVENTION CENTRE HOTEL, L.L.C. (both hereinafter referred to as the “Facility”). Hereinafter, Argosy and Facility are collectively referred to as the “Company”. Hereinafter, these Guiding Articles and Facility Specific Addendum are collectively referred to as the “Agreement”. This Agreement shall be legally binding on the parties and are in recognition of the Union’s status as the representative of certain Company employees and has as its basic purpose the promotion of harmonious relations between the Company and the Union; the establishment of an equitable and peaceful procedure for the resolution of differences; and the establishment of an entire agreement covering rates of pay, hours of work and conditions of employment applicable to bargaining unit employees.

This Agreement is also intended to be legally binding as to all future establishments, locations, or property and all adjacent or related property whether in existence, additional or acquired and whether owned or operated (in the capacity of an employer as defined by applicable law) by the Company, as well as any addition, expansion or replacement to an existing establishment, location or property, as to all employees not yet represented by the Union or any other Labor Organization under a Collective Bargaining Agreement with the Company, but excluding all office, clerical and professional, table games, surveillance, administrative, purchasing and audio visual employees, licensed marine officers, guards, managerial, casual, temporary and confidential, supervisors, all as defined under the National Labor Relations Act and all like or similar positions.

This Agreement shall also be binding on any Company successors or assigns engaged in the business of riverboat gaming or land-based gaming as described above if so elected by the Company in the exercise of its sole discretion.

Therefore, in consideration of the mutual promises and agreements contained in this Agreement, the Union and the Company do mutually promise and agree as follows:

ARTICLE I — RECOGNITION

Section GA.1.1. Initial Recognition

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

ARTICLE II - UNION SECURITY

Section GA.2.1. Hiring Procedure for Personnel

The Company shall exercise its management right to hire those individuals who, in the sole opinion of the Company, are the most capable and qualified to fill existing

vacancies. The Union may refer capable, competent and physically fit persons when and where there exist vacancies necessitating the employment of employees covered under this Agreement. Referrals by the Union shall be on a non-discriminatory basis and shall not be based on nor in any way affected by Union membership, policy or requirements. The Union agrees that it will not discriminate against non-union workers in referring applicants to the Company and the Company agrees that it will not discriminate for or against Union members in selecting applicants for hire. Applicants sent from the Union will be treated like other applicants and their employment is at the sole discretion of the Company, based upon skill, ability and experience as determined appropriate by the Company.

Section GA.2.2. Union Membership

A. Subject to the provisions of the Labor Management Relations Act of 1947, as amended, all present employees who are members of the Union on the effective date of this Agreement, or who become members during the term of this Agreement, shall remain members of the Union in good standing as a condition of employment or pay the required agency fee. Furthermore, all new employees shall be obligated to become and remain members of the Union as a condition of employment or pay the required agency fee.

Employees who are not members of the Union shall within thirty (30) days of the effective date of this Agreement either become members in good standing or shall pay to the Union, as an agency fee, an appropriate amount determined by the Union on an annual basis.

The failure of any person to become and remain a member of the Union at the required time or to pay the agency fee shall obligate the Company, upon written notice

from the Union, to such effect and to further effect that Union membership was available to such person on the same terms and conditions generally available to other members, to forthwith discharge such person. Further, the failure of any person to maintain his Union membership in good standing as required herein (except as otherwise required or permitted by law), or to continue to pay the agency fee shall, upon written notice to the Company by the Union, obligate the Company to discharge such person.

B. Notwithstanding anything to the contrary herein, paragraph “A” above shall not be applicable if all or any part thereof shall be in conflict with applicable law; provided, however, that if all or any part of paragraph “A” becomes permissible by virtue of a change in applicable law, whether by legislation or judicial action, the provisions of paragraph “A” held valid shall immediately apply.

The provisions of this Article shall be continuously in force, to the extent permitted by law, from the date of this Agreement through any period of negotiations for a successor Agreement and until the expiration of this Agreement.

Section GA.2.3. Dues / Agency Fee Check Off

The Union, an unincorporated association consisting of employees of the Company and of other employers, to facilitate and implement the desire of such employees to maintain their Union and to assist such employees to comply with their monetary obligations to their Union, agree to the establishment and maintenance of a voluntary check-off procedure for the employees covered by this Agreement. The Union and the Company further acknowledge that such check-off is in accordance with the authority and direction of exclusive federal law and decisions of the NLRB regulating labor management relations such as the relationship which is the subject of this Agreement between these

parties. In accordance with the provisions of Section 302 (c) (4) of the Federal Labor Management Relations Act, as amended, the Company agrees that, upon receipt of a voluntary written authorization executed by employees covered by this Agreement, it will deduct the employees’ regular initiation fees, regular dues or agency fees from such employees’ compensation, including payment for or made during time-off periods, if any, in the amounts set forth in the written authorization and timely remit such amounts to the Union. Such deductions shall be made and shall come from the wages paid during each pay period of each calendar month; however, if the wages paid during such pay periods are insufficient to fully cover the current monthly dues, regular initiation fees, regular dues or agency fees, deductions shall then be made from one or more consecutive pay periods to pay and satisfy same. The Company agrees to hold all such sums deducted in trust for the Union.

The Company further agrees to forward the amount of dues, initiation fees or agency fees deducted, to the Union not later than the twentieth (20 th ) day of the month following the month in which the deductions were made. A list of those from whom deductions were made, their social security numbers, most recent dates of hire, hourly rates of pay and the amount of such deductions will be furnished to the Union along with the remittance to: 5201 Auth Way, Camp Springs, Maryland, 20746, Attn: Secretary/Treasurer.

Section GA.2.3. (a) Check Off Authorization

Check Off Authorization

Seafarers Entertainment and Allied Trades Union

Affiliated with the Seafarers International Union of North America,

Atlantic, Gulf, Lakes and Inland Waters District/NMU,

AFL-CIO

I hereby assign to the Seafarers Entertainment and Allied Trades Union, and direct my Company to deduct from my wages earned or to be earned by me during this and each month thereafter, regular monthly membership dues in such amount as the Secretary-Treasurer of the above Union shall from time to time certify as the regular monthly membership dues. In the alternative, I hereby assign to the Union, and direct my Company to deduct from my wages as stated above, agency fees. I understand that any such agency fees shall be used solely for collective bargaining, contract administration and enforcement, and other related representational obligations. Such dues or agency fees are to be deducted from each pay period of each month.

This assignment and authorization shall be irrevocable for a period of one (1) year from the date hereof, or until the termination date of the current Collective Bargaining Agreement between the Union and the Company, whichever is the shorter period, and shall be automatically irrevocably renewed for like periods unless, within thirty (30) days before the end of any renewal period, I submit a written revocation signed by myself and sent by registered mail, return receipt requested, to the Company and the Union.

I further authorize you to deduct from my first pay period an amount equal to one-eighth (1/8) of the Union’s initiation fees, and a like one eighth (1/8) amount from my next seven (7) pay periods, which amounts shall be certified by the Union’s Secretary Treasurer as the initiation fees. In the alternative, I authorize you to deduct the appropriate fee as agency fees.

All monies deducted from my earnings as provided above shall be held by my Company, in trust, and be remitted monthly to the Union on or before the 20 th day of each and every month.

This authorization shall be effective on the date of its signing by me.

NAME:
DATE OF HIRE:
ADDRESS:
COMPANY:
City								State
Zip
SOC. SEC. #:
PHONE:
SIGNATURE:
DATE:

Section GA.2.4. Company Rejection

The Union agrees that the Company has the right to reject any applicant outside of the Bargaining Unit for employment who the Company considers unsatisfactory or unsuitable for the position, or less qualified than another applicant, without recourse under this Agreement.

Section GA.2.5. Orientation Period

The first ninety (90) days of employment shall constitute a trial, or orientation period, during which period the Company shall have the right to discharge such new employees for any reason whatsoever and there shall be no recourse under this Agreement for any such discharge. Thereafter, employees may only be terminated for just cause.

Section GA.2.6. Indemnification

The Union shall defend, indemnify and save the Company harmless against any and all claims, demands, suits or other forms of liability that shall arise out of or by reason of action taken or not taken by the Company for the purpose of complying with any of the provisions of this Article.

Section GA.2.7. Union Delegates

A maximum of one (1) Delegate per shift in each department shall be selected by the Union in that department to act as Departmental Delegates. The Company shall be notified of such Delegates in writing and until notification is received, the Company is not obligated to recognize them as such. Such Delegates shall keep track of all conditions, problems and grievances in their respective departments, and present to their supervisors on behalf of the employees in the departments all facts, opinions and circumstances concerning any matter, which may require adjustment, improvement or review. Their

duties shall be to make sure that all problems of the employees are brought to light and solve them as quickly as possible. However, it is understood that the actions of the Union Delegates shall in no way unduly interfere with the operation of the Company’s business nor shall it in any way unduly interfere with the employment duties of the Union Delegates. Union Delegates’ activity shall primarily occur before work, after work or during lunch or authorized break periods, and shall not disturb guests or other employees who are working.

The Union and the Company pledge their mutual cooperation to the goal of providing continuing and requisite training of Delegates, Stewards, Managers and Supervisors. This training shall pertain to joint Union-Management cooperation efforts and the roles of the parties in Contract administration and the grievance-arbitration process.

Union Delegates shall be paid their normal hourly rate of pay for all time spent performing duties specified in this Section GA.2.7, which occurs during their respective scheduled working time, and no other.

Section GA.2.8. Union Stewards

The Union may also select Stewards, as it deems appropriate. In terms of this Agreement, the Stewards shall have only those responsibilities as set forth herein; the Stewards shall assist the Union in investigations and may have such other responsibilities as assigned by their Departmental Delegates and the Business Representative, not inconsistent with the terms of this Agreement. However, it is understood that the actions of the Stewards shall in no way interfere with the operation of the Company’s business nor shall it in any way interfere with the employment duties of the Union Stewards. Union

Stewards’ activity shall occur only before work, after work or during lunch or authorized break periods, and shall not disturb guests or other employees who are working.

Section GA.2.9. Bulletin Board

The Company shall provide locked bulletin board and space as mutually agreed upon. All Union postings shall be limited to the bulletin board, and the Union shall not post materials of a political or inflammatory nature.

Section GA.2.10. Union Access

Up to two (2) Union representatives who are not employed by the Company, or his or her successor(s) as designated by the Union, shall have access to the Company in order to help resolve a dispute or problem. In order to receive access, the representative(s) must provide advance notice to the Company and make arrangements not to disrupt guests or the work of employees on duty. After receiving such advance notice, the Company shall not unreasonably withhold access for such visit. The representative(s) may visit with employees during their non-working periods if such visit does not disturb guests or other employees who may be working or at other times with permission of the Company if the work of employees will not adversely be affected.

Section GA.2.11. Union Identification Certificate/Union Pins

The Union agrees to furnish without cost, a Union Identification Certification for each Facility; provided, however, that such Certificate is to remain the property of the Union. The Union reserves the right to refuse or withdraw the Union Identification Certificate where the Union believes in good faith, that there is a significant pattern of conduct at a Facility in violation of this Agreement and only then upon fourteen (14) days prior notice in writing, to the Facility’s General Manager, Director of Human Resources,

the Company’s Senior Vice President of Human Resources and Corporate Director of Human Resources. Where a Union Identification Certificate is furnished to the Company, it shall be prominently displayed in an area accessible to the public.

Employees at all times while on the job, may wear one Union pin in a conspicuous place as mutually agreed upon.

ARTICLE III - MANAGEMENT RIGHTS

Section GA.3.1. General Rights

The management of the Company shall have the exclusive right to manage and operate the Company, including all of its operations, activities and the direction of its working force of employees, with the right to hire; or to suspend, discipline or discharge for unsatisfactory performance; to promote, demote, assign, transfer, layoff, recall or relieve employees from duty and to maintain discipline and efficiency among employees; to decide the number of employees to be utilized; to establish workplace policies and procedures; to determine the type and scope of services to be furnished to the public and the nature of the facilities to be operated; to subcontract work; to establish schedules of operation; to determine work schedules of employees and to change such schedules as determined appropriate; to require overtime; and to determine the methods, procedures and means of providing services to the public. The Company shall also have the right to introduce new or improved working methods or facilities. Nothing in the above provisions is intended to limit any rights of the Company not specifically and expressly covered, provided that in the exercise of any of the above rights, the Company shall not violate any express provision of this Agreement.

Section GA.3.2. Residual Rights

To the extent that any function of managerial authority is expressly limited by this Agreement, a dispute concerning the Company’s exercise of that function shall be subject to the grievance and arbitration procedure of this Agreement unless otherwise provided for, but any managerial function not expressly limited by the terms of this Agreement is reserved to and vested exclusively in the Company and shall not be subject to the grievance and arbitration procedure of this Agreement.

ARTICLE IV - GRIEVANCE AND ARBITRATION PROCEDURE

Section GA.4.1. Definition

A “grievance” is defined as a dispute or difference of opinion raised by the Union against the Company involving an alleged violation or misapplication of an express provision of this Agreement. Only the Union or an authorized Union representative may file or advance a grievance under this Agreement.

All employees should initially make suggestions to, consult with and/or raise any questions or complaints they may have concerning their work, this Agreement or other matters directly with their immediate supervisor. Should the supervisor not be able to satisfactorily take care of the matter, employees are reminded that the Human Resources Office is also available to assist them and answer questions they may have concerning their work and this Agreement. Should a disagreement or dispute arise between an employee and his/her immediate supervisor or the Company involving an alleged violation or misapplication of an express provision of this Agreement, which is not resolved to the employee’s satisfaction with his/her immediate supervisor, such dispute or disagreement

may form the basis for a grievance which shall be handled and adjusted exclusively under the Grievance Procedure set forth below.

Section GA.4.2. Procedure

A grievance filed against the Company shall be processed in the following manner:

STEP 1:	Any Union representative (defined for purposes of the Article as a Business Representative or Delegate) who has a grievance shall submit the grievance in writing to the Facility’s Human Resources Director or his/her designee, specifically indicating that the matter is “a grievance” under this Agreement. The grievance shall contain a complete statement of the facts and the article(s) of this Agreement claimed to have been violated. All grievances must be presented no later than five (5) business days from the date of the occurrence of the event giving rise to the grievance or within five (5) business days after the Union or affected employee, through the use of reasonable diligence, could have obtained knowledge of the occurrence of the event giving rise to the grievance. The Union Representative bringing the grievance (herein “the Grievant”) shall, upon request of the Company, meet with the Facility’s Human Resources Director or his/her designee, to attempt to resolve the grievance. If the matter is not resolved, the Facility’s Human Resources Director or his / her designee, shall render a written response to the grievance within five (5) business days after the grievance is presented.

STEP 2:	If the grievance is not settled in Step 1 and the Union wishes to appeal the grievance to Step 2 of the grievance procedure, it shall be submitted in writing to the Facility’s General Manager or his/her designee. Such an appeal must be

	submitted in writing to the Facility’s General Manager or designee within five (5) business days after receipt of the Company’ s answer in Step 1, or within five (5) business days of the time when such answer would have been due. The grievance shall state the provision or provisions of this Agreement which are alleged to have been violated, the relief requested, and the basis upon which the grievant believes the grievance was improperly denied at the previous step in the grievance procedure. The Facility’s General Manager or designee shall investigate the grievance and, in the course of such investigation, may offer to discuss the grievance within five (5) business days with the Union representative at a time mutually agreeable to the parties. If no settlement of the grievance is reached, the Facility’s General Manager or designee shall provide a written answer to the Union within ten (10) business days following receipt of the Step 2 grievance.

STEP 3:	If the grievance is not settled at Step 2, the Union may refer the grievance to a joint Union/Corporate Adjustment Committee (sent to the attention of the Corporate Director H.R.) within ten (10) business days following the receipt of the Company’s answer in Step 2. The Union/Corporate Adjustment Committee shall consist of two (2) members designated by the Union and two (2) members designated by the Company, or fewer members if mutually agreed, so long as the number of Union and Company representatives is the same. The Corporate members may include officials from Argosy Casino’s Corporate offices and/or labor counsel. All work of the Grievance Adjustment Committee shall take place during normal working hours. The

	Committee shall hear and consider each side’s position on grievances brought before it and may request further information or input from possible witnesses. The Committee or any member thereof, has the right to request the presence of witnesses. The Committee may consider more than one grievance at a time if agreed by a majority of Union and Company Committee representatives. The Committee shall meet and take action on a grievance within thirty (30) business days of the grievance being filed with the Committee, or it may be referred to the next step in the grievance procedure by the Union. The case shall be presented on behalf of the Company by the Human Resources Department and for the Union, by a Business Representative. Thereafter, the Committee shall render its decision by majority vote. The Committee, upon majority vote, may sustain the grievance in whole or in part, with the remedy as directed by the Committee, deny the grievance in whole or in part, or remand the grievance to Step 2 with comments. If the Committee deadlocks and is thus unable to resolve the grievance to the satisfaction of both the Company and the Union, the Union may refer the grievance to arbitration as described in Step 4 below.

STEP 4:	If the grievance is not settled at Step 3 and the Union desires to appeal, the Union may refer the grievance to arbitration (sent to the attention of the Corporate Director H.R. and the Facility General Manager), as described below, within ten (10) business days of the date the Union is informed by the Joint Union/Corporate Adjustment Committee that the Committee was unable to resolve the grievance at Step 3:

	(a)	The parties shall attempt to agree upon an arbitrator within five (5) business days after receipt of the notice of referral. In the event the parties are unable to agree upon the arbitrator within said five (5) business day period, the parties shall jointly request the Federal Mediation and Conciliation Service to submit a panel of five (5) arbitrators. Each party retains the right to reject one (1) panel in its entirety and request that a new panel be submitted. Both the Union and the Company shall have the right to alternately strike names from the panel, with the party requesting arbitration striking the first name. The person remaining shall be the arbitrator.

	(b)	The arbitrator shall be notified of his/her selection and shall be requested to set a time and place for the hearing, subject to the availability of Union and Company representatives.

	(c)	The Company and the Union shall have the right to request the arbitrator to require the presence of witnesses or documents. The Company and the Union retain the right to employ legal counsel.

	(d)	The arbitrator shall submit his/her decision in writing within thirty (30) calendar days following the close of the hearing or the submission or briefs by the parties, whichever is later. This decision shall be final and binding on the Company, the Grievant, the affected employee, the employees covered by this Agreement, and the Union.

	(e)	More than one grievance may be submitted to the same arbitrator if both parties mutually agree in writing.

(f)

The fees and expenses of the arbitrator and the cost of a written transcript, if any, shall be divided equally between the Company and the Union; provided, however, that each party shall be responsible for compensating its own representatives and witnesses.

Section GA.4.3. Limitations on Authority of the Arbitrator

The arbitrator shall have no right to amend, modify, nullify, ignore, add to or subtract from the provisions of this Agreement. The arbitrator shall consider and rule only concerning the questions of fact as to whether there has been a violation, misinterpretation or misapplication of the specific provision(s) of this Agreement. The arbitrator shall be empowered to advise concerning only the issues raised by the grievance as submitted in writing at Step 2. The arbitrator shall have no authority to render advice on any issue not so submitted or raised. The arbitrator shall be without power to render advice, which is in any way contrary to or inconsistent with applicable laws or rules and regulations of administrative bodies having jurisdiction over the Company’s business. Any decision or award of the arbitrator rendered within the limitations of this Section shall be binding upon the Company, the grievant, the employees covered by this Agreement, and the Union.

No witness may be called at the arbitration hearing by a party if the other party had not been informed at a prior step in the Grievance Procedure of the witness or received information, which would allow that party to discern the existence of such possible witness.

Section GA.4.4. Time Limit for Filing

No grievance shall be entertained or processed unless it is submitted at Step 1 within five (5) business days after the occurrence of the event giving rise to the grievance or within

five (5) business days after the affected employee or the Union, through the use of reasonable diligence, could have obtained knowledge of the occurrence of the event giving rise to the grievance. A “business day” is defined as a calendar day exclusive of Saturdays, Sundays or holidays recognized by the State. If a grievance is not presented by the Union within the time limits set forth above, it shall be considered “waived” and may not be further pursued by the affected employee or the Union. If a grievance is not appealed to the next step within the specified time limit or any agreed extension thereof, it shall be considered settled on the basis of the Company’ s last answer. If the Company does not answer a grievance or an appeal thereof within the specified time limits, the Union may elect to treat the grievance as denied at that step and immediately appeal the grievance to the next step.

If mutually agreed upon, the parties may waive one or more of the steps and/or specified time limits in the grievance procedure, provided they do so in writing.

Section GA.4.5. Time Off

One Delegate shall be given paid time off to participate in the Step 1, 2, 3 and/or Step 4 meeting(s) if the meeting(s) is conducted on working time. No other time spent on grievance matters shall be considered time worked for compensation purposes.

ARTICLE V - NO STRIKE -NO LOCKOUT

Section GA.5.1. No Strike

Neither the Union nor any of its officers or agents, or employees covered by this Agreement will instigate, promote, sponsor, engage in or condone any strike, sympathy strike, picketing, slowdown, concerted stoppage of work, or concerted refusal to perform assigned work duties or refusal to cross a picket line, regardless of the reason for so doing.

Any and all employees who violate any of the provisions of this Article may be discharged or otherwise disciplined by the Company, subject to review under the grievance procedure. Mitigation of discipline shall be considered where an employee has an objective, reasonably based fear of bodily harm.

Section GA.5.2. No Lockout

The Company will not lock out any employees during the term of this Agreement.

Section GA.5.3. Judicial Restraint

Nothing contained herein shall preclude the Company or the Union from obtaining judicial restraint and damages in the event the other party violates this Article.

ARTICLE VI - SAFETY AND CONTRACT ADMINISTRATION

Section GA.6.1. Employee and Guest Safety

The Company and the Union agree to cooperate in promoting the safety of employees and guests. Employees shall adhere to all safety rules and regulations promulgated by the Company.

Section GA.6.2.(a) Clarification Committee

The parties agree to the immediate formation of a Facility level committee, which shall be known as the “clarification committee”. The committee shall meet at least bi-monthly unless such meeting is canceled by mutual consent, at times and places mutually agreed between the Facility and the Union with the party requesting the meeting providing a written agenda in advance of the matters proposed to be discussed. It will be the function and purpose of the committee to study and make recommendations on any problem involving safety or contract administration issues. It is understood and agreed that the committee shall not have the right to alter, vary or modify provisions of this Agreement. It

is further understood that the establishment and function of the committee provided herein shall in no way alter, vary or modify the right of the Union or the Company to pursue any matter through the grievance and arbitration provisions of this Agreement.

Activities of employee-members of the clarification committees shall not interfere with the proper performance of the employee’s work or with the full and proper provision of services to guests.

Section GA.6.2.(b) National Clarification Committee

The Parties shall participate as members of the Argosy Gaming Company/SEATU National Clarification Committee. The function and structure of the National Clarification Committee shall be as agreed upon between Argosy Gaming Company and SEATU.

Section GA.6.3. Safe Working Conditions

The Company agrees to respond to any claims or unsafe working conditions raised by employees or the Union. The Union agrees to encourage employees to observe safe working conditions and be alert towards safety hazards for their safety and the safety of the property and its guests. No employee shall be required or assigned to engage in any activity involving dangerous conditions, or work, where either is in violation of government regulations relating to safety of persons or equipment. Further, the Company shall ensure that there is adequate life-saving gear available including, where applicable, life rings, life jackets, work vests, and lifeboats. Employees violating approved safety rules shall be subject to discipline, including discharge. The Company agrees to furnish, maintain and keep available adequate first aid equipment.

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

Section GA.6.4. Training Advisory Board

The Company and the Union agree to the establishment of a Training Advisory Board made up of the Union’s Area Vice President, Union’s National Coordinator and the Company’s Corporate Director H.R.

The Board will meet to consider and recommend training, skills, education and curriculum development which are or as may be available through resources such as the Lundeberg School and which might be appropriate for bargaining unit employees and their continued enhancement of skills, ability and qualifications.

ARTICLE VII — SENIORITY, LAYOFF AND RECALL

Section GA.7.1. Definition of Seniority

Seniority shall be used, as described in this Agreement, solely to determine rights existing between bargaining unit employees only.

Seniority rank shall be determined by bargaining unit classification entry date and if the same, then by bargaining unit department entry date and if the same, then by date of hire with Argosy and if the same, then by Argosy Bargaining Unit entry date (defined and computed as cumulative length of service in all Argosy Bargaining Units represented by SEATU), and if the same, then by the last four (4) digits of each employee’s Social Security number, with the higher number the better.

An employee’s Company seniority date shall be his/her most recent date of hire and is for benefit purposes only; otherwise, seniority as defined in this Article shall determine seniority rights between competing employees.

Section GA.7.1(A). Seniority Accrual

Seniority is defined as an employee’s length of service within the classification(s)

that they work. Service time within a classification(s) cannot be lost or forfeited so long as the employee remains in the employ of the Company, consistent with Section GA.7.8 of this Agreement. Should an employee elect to transfer to a new classification, time served within the previous classification will stop accruing and commence for the new classification, as of the date when the employee physically starts working within the new classification or the transfer release date, which ever comes first. Classification seniority shall be accrued by cumulative service in each classification.

When an employee moves from a part time position (defined as regularly scheduled and work less than thirty-two (32) hours per week) to a full time position (defined as regularly scheduled and work thirty-two (32) or more hours per week), fifty (50) percent of their accrued part time seniority shall be credited to their full time status on the full time seniority list for the appropriate classification. When an employee moves from a full time position to part time position, one hundred (100%) percent of their accrued full time seniority shall be credited to their part time status on the part time seniority list for the appropriate classification. Part time seniority shall accrue on the part time list and full time seniority shall accrue on the full time list.

If and when the Company eliminates a full time “Lead” classification and the current employee in the affected “Lead” classification moves to the “regular” full time classification, one hundred (100%) percent accrued seniority shall be credited to the appropriate full time list for time spent as a “Lead” in that classification.

Section GA.7.2. Part-Time Employees

Part-time employees shall accrue seniority rights based upon their classification time accrued as specified within Section GA.7.1(A); benefits received by part-time employees

shall exist only as specifically stated in each benefit Article of this Agreement. The Company will maintain and utilize separate seniority lists for full-time and part-time employees.

Section GA.7.3. Seniority List

The Company shall, within thirty (30) days after the signing of this Agreement, furnish the Union with seniority lists showing the Company seniority dates for all full-time and part-time employees within the bargaining unit. One copy of each list shall be posted on an appropriate Company bulletin board. During the term of this Agreement, the seniority lists shall be revised and posted quarterly by the Company and Union, and the Union will be provided on a quarterly basis a seniority list, as well as a list of employees terminated, newly hired, transferred or any other change which affects seniority. Errors in any posted seniority list must be brought to the attention of the Company in writing within fourteen (14) calendar days following the posting of the list, otherwise the list shall be deemed to be correct and shall not thereafter be subject to modification and any action based on the listed seniority shall not be subject to a later grievance.

Section GA.7.4. Seniority of Union Delegates

The Union Delegates as stated in Section GA.2.7 shall hold seniority over all employees in their applicable classification for purposes of any layoff or recall.

Section GA.7.5. Job Posting and Application Procedures

When a permanent vacancy exists in a bargaining unit position, which the Company determines to fill, notice of such vacancy will be posted by the Company for five (5) calendar days and employees will be given the opportunity to apply for such vacancy. The Company may also seek to fill permanent vacancies from persons outside the bargaining

unit, including new hires. Where a bargaining unit employee possesses greater or relatively equal skill, ability and qualifications to perform the work in a vacant position without further training when compared to an outside applicant, the bargaining unit employee will be given preference for selection to the vacancy. Similarly, where two or more bargaining unit employees vie for a vacancy, the bidder with the highest seniority will be given preference provided that the skill, ability and qualifications among the employees seeking the vacancy are relatively equal. When a bargaining unit position is filled through this bidding process, any vacancy created in the successful bidder’s position may be filled by the Company without resort to further bidding. Any dispute arising out of the application of this provision may be resolved through the grievance procedure. All decisions as to skill, ability and qualifications are to be made by the Company without doing so in an arbitrary or capricious manner.

Section GA.7.6. Temporary Vacancies

Temporary vacancies are defined as those occasioned by illness, vacation, leave of absence or other temporary situations which are not likely to last more than six (6) months. Temporary vacancies, which the Company decides to fill, will be filled by temporarily transferring employees who are qualified to do the work or by hiring new employees at the Company’s discretion. Volunteers for temporary transfers will be sought where the Company determines such approach to be appropriate. This Section is subject to the provisions of Section GA.8.6 of this Agreement.

Section GA.7.7. Scheduling

The Company shall construct and post shift schedules.

Shifts shall be assigned based upon the Company’s analysis of employee skill and ability levels and the needs of the department. Where an opening occurs and where the needs of the department, in the Company’s sole discretion, so allow, shift preference will be based on an employee’s seniority.

Section GA.7.7.(a) Schedule Bidding

This Section is subject at all times to Section GA 7.7.

Each department at the Facility is to establish a schedule bidding procedure in writing that best fits the department’s objectives and business needs, subject to the local Union Representative’s agreement with the Company on the bidding procedure. The following are general guidelines that may be employed to secure a fair and consistent policy throughout all departments and classifications:

1.	Current seniority list must be posted for each classification and department to allow enough time for changes to be made on any seniority issues.

2.	Bidding will be for shift preference and days off at the same time.

3.	Bidding schedules shall take place no less than quarterly, unless the department head, Union Delegate and Union Representative agree that a schedule bid is not necessary.

4.	The proposed schedule shall be posted for seven (7) calendar days prior to the beginning of the bidding, so to allow for the employee’s review and identify their possible schedule choices.

5.	Bidding shall take place during working hours.

6.	The employee will be notified by their department shift supervisor/manager on duty at their work location to come in by seniority to bid their schedule.

7.	The bidding shall be done on a seniority basis. The employee with the highest seniority on the approved seniority list within the classification shall bid first, next the employee on the list that is second, and so on.

8.	The bid will take place within a seven (7) calendar day period.

9.	The employee has to show up in person to select their own schedule, unless other arrangements are made subject to approval from the Union’s Business Representative.

10.	If an employee fails to comply with #9 above, but later does so while the bid is still in progress, the employee may bid at that time where seniority left off and then the bidding shall resume.

11.	If an employee fails to abide by #9 or #10 above they will be placed at the bottom of the seniority list for that bid.

12.	If an employee is on vacation, the bid request form must be signed by management and the delegate/shift steward will stand in place for the employee.

13.	If an employee chooses to come in on their time off to bid, this will not be considered a mandatory meeting.

14.	If an employee was overlooked as the bid takes place a re-bid will be conducted from that employee’s seniority number and continue down the list.

15.	A re-bid will be conducted if seniority order was not honored during the bidding process.

16.	The completed new bid schedule shall be posted for five (5) business days before implementation.

Section GA.7.8. Termination of Seniority

The employment relationship and seniority may be terminated for all purposes by

the Company when an employee:

(a)		quits or retires;

(b)		is discharged for just cause;

(c)		is absent exceeding the period for which a leave of absence or a written extension to a leave of absence has been granted or obtains a leave of absence under false pretenses, or remains on an approved leave of absence for over a twelve (12) month period;

(d)		does not fully comply with internal control procedures, security and surveillance procedures, live gaming procedures or does not at all times maintain appropriate or required licensure in good standing;

(e)		is absent as a no-call/no-show (as further amplified in the Facility Specific Addendum or Facility Specific Absentee Policy) without notifying the Company, except where notification is not possible through no fault of the employee;

(f)		after layoff, fails to notify the Company within three (3) working days of an intention to return to work following telephone notification or the mailing of a certified letter of recall from layoff, mailed to the employee’s last address as shown on the Company’s records;

(g)		accepts other employment during a leave of absence unless agreed to in writing by the Company;

(h)		fails to report to work, after being off due to a compensable injury or accident, within two (2) working days after release by his or her doctor;

(i)

leaves the bargaining unit to accept employment with the Company in a supervisory, managerial or other non-bargaining unit position for a period of ninety (90) days or longer; or is laid off for a period of six (6) months or longer.

Section GA.7.9. Layoff and Recall

The Company has the right to layoff employees to the extent it determines to do so. In the event of a layoff, the Company may first seek volunteers and if there are not enough volunteers, then layoffs shall take place by job classification, full-time and part-time separately, consistent with seniority as defined in Section GA.7.1; provided the employee(s) within that job classification who remain possess equal or greater qualifications, skill and ability to perform the available remaining work without additional training.

Recall from layoff within a job classification, full-time and part-time separately, all as determined by the Company, shall be in, the inverse order of layoff; then volunteers; provided the employee to be recalled possesses the qualifications, skill and ability to perform the available work without additional training.

The Company shall not be required to recall laid-off employees unless work is available for them on a regular basis for at least fourteen (14) consecutive calendar days.

Throughout this Agreement, all decisions as to qualifications, skill and ability are to be made by the Company but without doing so in an arbitrary or capricious manner.

Section GA.7.10. Subcontracting

The Company shall not make a binding legal decision to subcontract out any work which is customarily performed by bargaining unit employees under this Agreement where such subcontract will result in the layoff of employees represented by the Union, without

first providing the Union at least thirty (30) days’ advance notice and the right to good faith consultation and discussion with the Union to communicate views, ideas and suggestions concerning the effects of the subcontracting on bargaining unit employees.

ARTICLE VIII - HOURS OF WORK AND OVERTIME

Section GA.8.1. Intent

This Article is intended to define the payroll week and to provide a basis for computing overtime or premium pay. It shall not be construed as a guarantee or limitation of hours of work per day or per week.

Section GA.8.2. Payroll Week

The payroll week shall be as designated by the Facility at the time this Agreement is executed. The payroll week shall not thereafter be changed without prior notice to the Union.

Section GA.8.3. Payroll Day

An employee’s payroll day shall consist of a consecutive 24-hour period beginning with the employee’s scheduled starting time.

Section GA.8.4. Normal Work Days and Hours

The normal schedule of work days for full-time and part-time hourly employees shall vary from time to time as the needs of the Company require. The Company may, of course, alter hours of work for full or part-time hourly employees as required by the State, or the need to serve guests or out of sound administrative practice; however, the Company will try to keep work schedules as constant and unchanged as reasonably possible under the circumstances then existing. Further, the Company reserves the right to change or alter shift starting or ending times, or the number of shifts in a day or a week.

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

Section GA.8.5. Exchange of Work Shifts

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

Section GA.8.6. Temporary Work in a Higher Classification

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

Section GA.8.7. Overtime Work

If the Company in its discretion determines that overtime work is necessary, and time permits (generally defined as twenty-four (24) hours prior to the start of the overtime assignment, but subject to unusual or exceptional circumstances), it shall seek volunteers for such work among those employees normally performing the work, except for work in progress which may be assigned to the individual then performing the work. If more than one person volunteers, then overtime opportunities shall be rotated in seniority order or otherwise reasonably equalized by the Company among those employees desiring to perform such work. Employees who decline three consecutive offers of overtime work on a voluntary basis shall be bypassed for future voluntary overtime work unless selected for mandatory overtime. If a necessary number of employees normally performing the work in question cannot be obtained through voluntary means, or if time does not permit the solicitation of volunteers, the Company has the right to require overtime work and employees will be expected to perform such work as assigned. Where two (2) or more employees are equally qualified and available, the junior employee will normally be

assigned the overtime work on a reverse-seniority rotational basis. The Company shall notify employees as early as reasonably possible prior to the time that overtime work is required. All employees shall cooperate in the working of overtime. When two or more employees are available for work not regularly scheduled, the Company may assign the work to the employee where such work will not cause the payment of overtime premiums.

Section GA.8.8. Overtime Pay

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

Section GA.8.9. Reporting Pay

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

Section GA.8.10. Non-Duplication

There shall be no duplication or pyramiding of overtime or other premium pay. Work compensated for at overtime or premium rates shall not be counted further for any purpose in determining overtime or premium pay under the same or any other provision or addendum of this Agreement.

ARTICLE IX — WAGES

Section GA.9.1. Wage Rates

Nothing herein shall prohibit utilization of an additional incentive system or bonus program at the sole discretion of the Company, other than that set forth specifically in this Agreement; any such additional incentive systems or bonus programs may be discontinued or reduced by the Company at any time in its sole discretion, and shall not be subject to the Grievance Procedure.

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

Section GA.9.1(A). New Classification and Increase Provision

D uring the life of this Agreement, should the Company determine there shall be any new classification, the Company will notify the Union at the local office servicing the facility with a copy to its area National Coordinator, of its intended action within thirty (30) days prior to implementation, except in case of emergency. Within the thirty (30) days, the parties will meet to discuss all aspects of the new classification and the applicable pay rate.

In addition, if the Company determines that a particular wage rate for a job classification(s) need to be increased due to area market studies and/or employment trends, the Company will notify the Union at the local office servicing the Facility with a copy to its National Coordinator, of its intended action within fourteen (14) days prior to implementation, except in case of emergency. Within the fourteen (14) days, the parties will meet to discuss all aspects of the new pay rate.

These procedures as described above, must be utilized before the new classification/new rate of pay, as applicable, become effective as determined by the Company after good faith consultation and discussion with the Union to communicate views, ideas and suggestions. However, should the Company implement a new classification and simultaneously, eliminate or significantly alter another classification(s) as part and parcel of the addition of the new classification, and should the Union and Company not reach agreement as to the applicable rate of pay for the new classification, then the rate of pay shall be subject to the grievance arbitration procedure.

Section G.A.9.2. Reopener on Language

The parties agree to reopen this Agreement to negotiate one (1) issue other than wages and Section GA.10.1, Trust Fund Benefits, to be selected by each party and any other issues mutually agreed upon by the parties for the fourth through sixth year of the Agreement by providing written notice to the other party of a desire to reopen no more than one hundred twenty (120) nor less than sixty (60) days prior to the end of the third year of this Agreement.

The parties agree that the terms of Article V of this Agreement shall remain in full force and effect during the period of such reopened negotiations.

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

Section G.A.9.3. Company Pay For Skills Reward Program

The Company may, during the life of this Agreement, establish and implement a pay for skills or related merit based compensation reward program, so long as it meets the following conditions:

1.	The program is reasonably related to legitimate Company needs or goals;

2.	The Union is provided at least thirty (30) days advance notice of the program in writing, to both the Union’s property representative and SEATU National Coordinator, and the Union is also given within that time the opportunity, upon request, to make its recommendations and opinions known;

3.	No employee’s wage rate is reduced as a result of the implementation of the program;

4.	If employees receive additional compensation under this program, such employees will be notified in writing that such added compensation resulted from “a program mutually agreed between the Company and SEATU and under the terms of the Collective Bargaining Agreement between the Company and SEATU”; and

5.	Engages in good faith consultation and discussion with the Union concerning utilization of the resources of the Lundeberg School for training, skills, education and curriculum development.

ARTICLE X - ADDITIONAL EMPLOYEE BENEFITS

Section GA.10.1. Trust Fund Benefits

Effective on the effective date of this Agreement, the Company shall pay fifteen cents (15¢) per hour per employee to the Seafarers Harry Lundeberg School of Seamanship, a jointly administered Labor-Management Trust Fund, and/or its successors. Payments shall be made monthly and shall be accompanied by reports in such form as the Trustees of the Plan may determine. Such payments shall be used to provide training programs as reasonably requested by the Company, as well as for the administration of the Plan and for any other purpose which the Trustees may determine from time to time, in accordance with the Trust Agreement, as amended.

Section GA.10.2. 401(k) Plan

The Company shall make applicable to bargaining unit employees its existing 401 (k) plan, as such plan may be changed or modified from time to time by the Company. The Company’s contributions to the plan shall be at least as favorable to bargaining unit

personnel, as they are favorable to any other first-line supervisory personnel employed by the Company.

Section GA.10.3. Employee Meals

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

ARTICLE XI - COMPANY RULES. REGULATIONS AND DISCIPLINE

Section GA.11.1. Rules and Regulations

The Company may establish reasonable rules and regulations in writing not inconsistent with the terms of this Agreement. Such rules shall be made known to the Union and the employees covered by this Agreement. Violation of such rules shall subject an offending employee to discipline up to and including discharge. Any prior practice inconsistent with the Company’s rules shall be disregarded, and the parties agree that the literal language of the rule shall control.

Section GA.11.2. Discipline

It is understood herein that the Company has the right to discipline or discharge employees during their trial or orientation period without cause. A disciplined, suspended or discharged employee who has completed his orientation period (thus subject to discipline only for just cause) shall, within a reasonable period of the time of the action, be furnished a written notice setting forth the reasons for the discipline. A copy of this written notice shall be forwarded to the Union.

Section GA.11.3. Personnel Files

Employees may review their personnel files every six (6) months, or when new disciplinary material is placed in their file. Employee comments may be added to any

disciplinary material, or employee evaluations in the employee’s personnel file, at the time the employee is made aware that such material is to be entered into the employee’s personnel file. Employees must call the Facility Human Resources Office to make an appointment to review their personnel files.

Section GA.11.4. Inability, Failure to Maintain License, Chronic Illness or Absenteeism

Nothing in this Article or any other Article of this Agreement shall be construed or applied to limit the Company’s right to discipline, demote, relieve employees of work, or terminate employees because of inability or failure to maintain their applicable Gaming Commission or other necessary licenses in good standing, failure to follow internal control procedures or security and surveillance procedure, or because of chronic illness, tardiness, or absenteeism.

Section GA.11.5. Family and Medical Leave Act

The Company may at its discretion, adopt policies to implement the Family and Medical Leave Act of 1993; provided, however, such policies do not violate any specific provision of the Guiding Articles and Facility Specific Addendum.

Section GA.11.6. Americans With Disabilities Act.

The Company may, notwithstanding any other provisions of this Agreement, take action that is in accord with what is legally permissible under the Act in order to be in compliance with the Americans with Disabilities Act. If the Company’s actions may violate a provision of this Agreement, the Company will expeditiously notify the Union, and, upon request, meet with the Union to discuss the matter.

Section GA.11.7. Equal Opportunity

During the term of this Agreement, neither party shall discriminate against any employee because of race, color, sex, age, religion, national origin, disability or union membership in a manner contrary to state or federal law. Any claimed violation of this Section shall be processed through the grievance/arbitration procedure. Use of the male or female gender in this Agreement is intended to apply to the other.

Section GA.11.8. Company Variance Policy

The Company may establish reasonable variance policy(s) and may make reasonable modifications to such policy(s) from time to time as circumstances warrant. Before any change is made in a variance policy(s), the Union will be notified and given an opportunity to communicate views, ideas and suggestions. If the Union feels that any such policy or change is in violation of a specific provision of this Agreement, the Union may file a grievance on the subject and take such matter(s) through the grievance procedures specified in this Agreement up to and including arbitration.

Section GA.11.9. Use of Company Facilities

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

Section GA.11.10 Attendance/Tardiness/No Show-No Call

The Company may establish reasonable attendance/tardiness/no show-no call policy(s) and may make reasonable modifications to such policy(s) from time to time as circumstances warrant. Before any change is made in a attendance/tardiness/no show-no call policy(s), the Union will be notified and given an opportunity to communicate views, ideas and suggestions. If the Union feels that any such policy or change is in violation of a

specific provision of this Agreement, the Union may file a grievance on the subject and take such matter(s) through the grievance procedures specified in this Agreement up to and including arbitration.

ARTICLE XII - JOB DESCRIPTION AND EMPLOYEE EVALUATION

Section GA.12.1. Job Description

Each employee upon employment shall be provided with a written description by the Company of the employee’s job requirements, duties, general responsibilities and the designation of whether or not the position is supervisory. Any questions employees have concerning their job description should be addressed to their supervisor.

Employees may be required to perform duties outside of their normal job description where, in the Company’s judgment, it is necessary in the interest of efficiency, productivity or improved guest service. The Company will provide a written job description for each job classification annually, more specifically by January 15 th , and thereafter within a reasonable period of time if changes are made after receiving Union input and advice.

Section GA.12.2. Evaluation

Each employee may receive a written evaluation of the employee’s performance from the employee’s immediate supervisor. Employees may, upon request, review their evaluations and add comments if desired, within seven (7) days of receiving their evaluation. The frequency of such evaluation(s) shall be mutually agreed upon between the Union and the Facility.

The parties agree that wage adjustments in accordance with the contractual schedule are mandatory and are not related to an employee’s evaluation; however, the

Company does reserve the right to grant additional compensation by way of merit increases, to employees where warranted by an employee’s review. The grant, denial, modification or discontinuance of such a merit increase is not subject to review under the grievance and arbitration procedure.

ARTICLE XIII - ADDITIONAL LEAVES OF ABSENCE

Section GA.13.1. Discretionary Leaves

The Company may grant a leave of absence under this Article to any bargaining unit employee where the Company determines there is good and sufficient reason. The Company shall set the terms and conditions of the leave, including whether or not the leave is to be with pay.

Section GA.13.2. Application for Leave

Any request for a leave of absence shall be submitted in writing by the employee to the Facility’s Human Resources Department as far in advance as practical. The request shall state the reason for the leave of absence and the approximate time off the employee desires. Authorization for a leave of absence shall, if granted, be furnished to the employee by the Facility’s Human Resources Department and it shall be in writing.

Section GA.13.3. Jury Leave

Employees covered by this Agreement who are required to serve on a jury shall sign their jury checks over to the Company. The Company shall compensate such employee at the employee’s regular rate of pay, for each day actually spent on jury duty, up to eight (8) hours pay per day (ten (10) or twelve (12) hours per day for employees who work such shifts). Employees dismissed early from jury duty while four (4) or more hours remain in a

regularly scheduled work day will be expected to return to work or lose their jury pay benefit for the day.

Section GA.13.4. Leave for Illness, Injury or Disability

(a) In the event an employee is unable to work by reason of illness, injury or disability, the Company may grant a leave of absence without pay, as follows:

1. In the case of those illnesses, injury or disabilities, compensable under Worker’s Compensation, the Company may grant a leave of absence without pay for up to twenty-four (24) months;

2. In the case of any other requested leave of absence by reason of illness, injury or disability, the Company may grant a leave of absence without pay for up to twelve (12) months.

Seniority shall not accrue during any such leave of absence, to the extent permitted by law, or subject to Article VII, Section GA.7.8, except as follows:

1. For work related illness, injury or disability compensable under Worker’s Compensation, an employee shall accrue seniority to the extent provided by law;

2. For an approved FMLA leave of absence, the employee shall accrue seniority for the duration of such approved FMLA leave.

(b) To qualify for such leave, the employee must report the illness, injury or disability as soon as the illness, injury or disability is known, and thereafter furnish to the Company a physician’s written statement showing the nature of the illness or injury or state of disability and the estimated length of time that the employee will be unable to report for work, together with a written

application for such leave. Thereafter, during such leave the employee shall furnish a current medical report as may be reasonably requested by the Company.

(c) In the case of any leave of absence provided in this Agreement which is not required to be granted pursuant to the Company’s FMLA policy or otherwise as required by law, such leave of absence may be granted, or not, and the terms of any such leave may be established by the Company in its discretion and judgment provided, further, that the Company’s actions in regard thereto shall not be subject to the grievance and arbitration procedure, Article IV.

Section GA.13.5. Benefits While on Leave

(a) Unless otherwise stated in this Article or otherwise required by law, length of service shall not accrue for an employee who is on an approved non-pay leave status. Accumulated length of service shall remain in place during that leave and shall begin to accrue again when the employee returns to work on a pay status. Unless otherwise stated in this Article, an employee returning from leave will have his seniority continued after the period of the leave. Upon the employee’s return, the Company will place the employee in his or her previous job, if the leave of absence is not in excess of one (1) year; if the leave is in excess of one (1) year and the job is vacant the employee will be placed in his or her previous job, but if the job is not vacant the employee will be placed in the first available opening in his or her classification.

(b) If, upon expiration of a leave of absence, there is no work available for the employee or if the employee could have been laid off or terminated according to his

seniority except for his leave, he shall go directly on layoff or be terminated.

(c) During the approved leave of absence or layoff under this Agreement, the employee shall be entitled to coverage under applicable group and life insurance plans to the extent provided in such plan(s) in accordance with COBRA provisions, provided the employee makes arrangements to pay the entire insurance premium.

(d) Length of service shall accrue for an employee who is on an approved FMLA leave of absence. The Company’s FMLA Policy shall apply to control any such FMLA leave of absence.

Section GA.13.6.Union Leave of Absence

The Union shall have the right to request and the Company shall grant a Union leave of absence for Union business for up to two (2) Facility bargaining unit employees at any one time for no more than six (6) month’s duration each. Such employee(s) shall accrue seniority during the leave of absence, but shall receive no compensation or benefits for such time.

Section GA.13.7. Non-Employment Elsewhere

A leave of absence will not be granted to enable an employee to try for or accept employment elsewhere or for self-employment without prior written approval of the Company. Employees who engage in employment elsewhere during such leave, without the specific prior written permission of the Company, may immediately be terminated by the Company.

ARTICLE XIV - EMPLOYEE ALCOHOL AND DRUG TESTING

Section GA.14.1. Statement of Policy

It is the policy of the Company to expect that all persons employed by the Company be free from the negative effects of drugs and alcohol. The Company has the right to expect its employees to report for work fit and able for duty and to establish a positive work environment for its guests.

Section GA.14.2. Prohibition

Employees shall be prohibited from:

(a) consuming or possessing alcohol at any time during or just prior to the beginning of their work shift or anywhere on Company premises;

(b) possessing, using, selling, purchasing or delivering any illegal drug at any time and at any place;

(c) failing to report to the employee’s supervisor any known adverse side effect of medication or prescription drugs which the employee may be taking.

Section GA.14.3. Drug and Alcohol Testing Permitted

The Company may randomly test employees for drug or alcohol use as it deems appropriate, so long as no employee is randomly tested more than four (4) times per year. The specifics of such random testing will be developed between the Company and the Union, though the Company may temporarily engage in random testing until such specifics are finally agreed upon. In addition, the Company may require an employee to submit to alcohol or drug testing as required by federal regulatory agencies or where the Company has reasonable suspicion to believe that:

(a) the employee’s job performance is being adversely affected by the use of

alcohol; or

(b) the employee has abused prescribed drugs; or

The foregoing shall not limit the right of the Company to conduct any tests it may deem appropriate for persons seeking employment prior to the date of hire, or upon promotion to a position outside of the bargaining unit. Any discipline shall be subject to review under the grievance procedure of this Agreement.

ARTICLE XV — INSURANCE

Section GA.15.1. Coverage

The Company shall make available to eligible full-time employees Group Health and Hospitalization insurance benefits, and life insurance coverage and benefits. For such benefits, full-time employees may at the time of initial eligibility or annually during the open enrollment period(s) of the Company’s insurance program, select either: (1) a Plan(s) offered by the Union; or (2) a Plan offered by the Company. The Company reserves the right to change insurance carriers, benefit levels, determine eligibility, Plan design, coverages, to self-insure, or to participate in a health maintenance organization (HMO), preferred provider organization (PPO) or similar health delivery organization or other plan design as it deems appropriate.

Whether the Group Health and Hospital Insurance Plan selected by an eligible employee is the Plan designated by the Company or a Plan offered by the Union (if available), the employee may be required to pay up to twenty percent (20%) of the total premium cost for individual coverage and up to thirty percent (30%) for individual plus

spouse or dependent children or for individual plus family coverage, with the Facility paying the remainder.

The total premium cost for the Plan(s) offered by the Union shall not exceed an amount per month as negotiated and specified in each applicable Facility Specific Addendum; payable by the Facility to the United Industrial Workers Health and Benefit Fund.

An employee who becomes eligible and selects a Plan may have the applicable percentage deducted from their pay by way of payroll deduction or other method of reimbursement to the Facility.

At its sole discretion and option, the Company is free to offer additional Health Insurance Plan(s) options to said eligible employees. The parties further agree that whether the Company at its sole discretion offers any said additional group Health and Hospitalization Plan(s) (hereinafter referred to as “Optional Plans”) in addition to the single Plan as referenced above, hereinafter referred to as the “Designated Plan”, the offering of said Optional Plan(s) or not as well as the discontinuance, reduction or modification of any such Optional Plan(s) shall at all times remain at the sole discretion of the Company and shall not be subject to the Grievance Procedure thereof.

The 20%-30% cost limitation as set forth above shall not apply to any such Optional Plan(s); rather, it shall only pertain to the Designated Plan and to any Union Plan.

However, should the Company exercise its discretion and voluntarily offer an Optional Plan(s) and further, should any such Optional Plan(s) offer higher benefit levels or coverage than the Designated Plan, then the Company shall contribute the same dollar amount as it does for the Designated Plan towards the cost of such higher benefit Optional

Plan, with the remainder to be paid by the employee.

In the event of cost increase to the employee for any of the Plans offered by the Company (whether the Designated Plan or any Optional Plan), any effected participant shall have the option of changing Plans within thirty (30) days prior to the date of the proposed increase in rates.

Section GA.15.1.(a) Cost

This section will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

Section GA.15.2. Cost Containment

The Company reserves the right to institute cost containment measures relative to insurance coverage. Such changes may include by way of example but not by way of limitation, mandatory second opinions for elective surgery, pre-admission and continued admission review, prohibition of weekend admissions except in emergency situations, and mandatory out-patient elective surgery for certain designated surgical procedures.

Section GA.15.3. Terms of Policies to Govern

The extent of coverage under and the specific terms of eligibility for the insurance policies, including plan design, referred to in this Agreement shall be governed by the terms and conditions set forth in said policies. Any issues concerning coverage and eligibility shall be resolved in accordance with the terms and conditions in said policies and shall not be subject to the grievance and arbitration procedure set forth in this Agreement.

Section GA.15.4. Life Insurance

The Company shall provide for eligible full-time employees, at no cost to the employee, term life insurance coverage of fifteen thousand dollars ($15,000).

ARTICLE XVI — TIME AWAY FROM WORK

Time away from work and compensation therefor will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

ARTICLE XVII — BEREAVEMENT

Bereavement pay and leave will be further amplified in the Facility Specific Addendum attached hereto and made part of this Agreement.

ARTICLE XVIII - SAVINGS CLAUSE

In the event any article, section or portion of this Agreement should be held invalid and unenforceable by any board, agency or court of competent jurisdiction, such decision shall apply only to the specific Article, Section or portion thereof specifically specified in such board, court or agency decision; and upon issuance of such decision, the Company and the Union agree immediately to begin negotiations on a substitute for the invalidated article, section or portion thereof.

ARTICLE XIX - ENTIRE AGREEMENT

This Agreement, upon ratification, cancels and supersedes all prior practices and agreements, whether written or oral, express or implied, unless expressly stated to the contrary herein, and constitutes the complete and entire agreement between the parties.

ARTICLE XX — DURATION

This Agreement shall be effective as of June 20, 2005 and shall remain in full force and effect until midnight, June 19, 2011. It shall be automatically renewed from year to year thereafter unless either party shall notify the other in writing no more than ninety (90) nor less than sixty (60) days prior to the anniversary date that it desires to modify this Agreement. In the event that such notice is given, negotiations shall begin no later than

forty-five (45) days prior to the anniversary date. In the event that either party desires to terminate this Agreement, written notice must be given to the other party no later than ten (10) days prior to the desired termination date, which shall not be before the anniversary date.

SEAFARERS ENTERTAINMENT AND ALLIED TRADES UNION:	ARGOSY GAMING COMPANY:

/s/ Thomas Orzechowski	/s/ Ronald Burgess
Thomas Orzechowski Jr., Vice President 520 St. Clair River Dr. Algonac, MI 48001	Ronald Burgess, Senior Vice President, HR Argosy Gaming Company 219 Piasa Street Alton, IL 62001

/s/ Elizabeth Brown	/s/ Gail Gonzales
Elizabeth Brown, National Coordinator/Assistant Vice-President 217 West William Street Lawrenceburg, IN 47025	Gail Gonzales, Corporate Director, HR Argosy Gaming Company 219 Piasa Street Alton, IL 62001

	CATFISH QUEEN PARTNERSHIP IN COMMENDUM d/b/a ARGOSY CASINO OF BATON ROUGE and CENTROPLEX CONVENTION CENTRE HOTEL, L.L.C.

	/s/ Fran Quigley	8-8-5
	Fran Quigley, General Manager 103 France Street Baton Rouge, LA 70802

	/s/ Scott Morris	8-8-05
	Scott Morris, Director, HR 103 France Street Baton Rouge, LA 70802

FACILITY SPECIFIC ADDENDUM

BETWEEN

SEAFARERS ENTERTAINMENT AND ALLIED TRADES UNION

AND

CATFISH QUEEN PARNERSHIP IN COMMENDUM

d/b/a ARGOSY CASINO OF BATON ROUGE

and the

CENTROPLEX CONVENTION CENTRE HOTEL, L.L.C.

INTRODUCTION

IT IS HEREBY UNDERSTOOD AND AGREED by and between the Seafarers Entertainment and Allied Trade Union affiliated with the Seafarers International Union of North America, Atlantic, Gulf, Lakes and Inland Waters District/NMU, AFL-CIO, (hereinafter called the “Union”) and the, CATFISH QUEEN PARNERSHIP IN COMMENDUM d/b/a ARGOSY CASINO OF BATON ROUGE and the CENTROPLEX CONVENTION CENTRE HOTEL, L.L.C., (hereinafter called the “Facility”) that the following terms and conditions of employment shall be supplemental to the Guiding Articles to which this Addendum is attached and referenced.

Section F.S.1.1. Initial Recognition

The Facility recognizes the Union as the exclusive representative of all full-time and regular part-time employees employed by the Facility in the job classifications as set forth in Appendix A, attached hereto, excluding all confidential employees, casual employees, office clerical employees, guards, managerial and supervisors as defined in the Act, employees represented by another labor organization. Employees who are included in the bargaining unit for which the Union is recognized and who are covered by this Agreement

are hereinafter referred to as “Employees”.

FS.6.3. Safe Working Conditions.

The Facility shall make available adequate all-weather gear to employees who perform their work duties outdoors.

Section FS.8.4. Normal Work Days and Hours.

The normal schedule of work days for most non-maritime full-time employees shall be either five (5) eight and one-half (8-1/2) hour days for a forty (40) hour week, or four (4) ten and one-half (10-1/2) hour days for a forty (40) hour work week. Some employees may normally work fewer hours on a shift and some employees may normally work longer hours on a shift.

As a guideline, employees will normally have a minimum of eight (8) hours off between scheduled shifts.

For full-time maritime personnel employed as of June 17, 2005, the normal work schedule of work days for most full-time maritime deck hands shall consist of twelve (12) hour work days with one-half (1/2) hour off each day for meal time plus one fifteen (15) minute paid rest period in each half of the full work shift, on three basic rotating shift schedules which currently are as follows: 4 days on, 3 days off; 5 days on, 2 days off. The Facility may modify or change the basic shift schedules of full-time maritime personnel so long as the rate of pay of such personnel is also modified proportionately so as to insure no loss of pay. If the Facility changes its current rotation for maritime employees, it will negotiate the effects of such change with the Union upon request, though the Facility’s change may be instituted pending the outcome of any effects bargaining. For maritime deck hands, all hours actually worked beyond forty (40) in any payroll week shall be paid at one and one-half (1-1/2) times the employee’s regular straight-time hourly rate of pay.

For maritime full-time personnel hired on or after June 17, 2005, the normal schedule of work days and the shift schedules shall be established by the Company, all as

set forth in Section GA 8.4. For maritime deck hands, all hours actually worked beyond forty (40) in any payroll week shall be paid at one and one-half (1 1 / 2 ) times the employee’s regular straight-time hourly rate of pay.

The normal schedule of workdays for part-time (regularly scheduled to work less than 32 hours per week) employees shall vary from time to time as the needs of the Company require.

One (1) fifteen (15) minute paid rest period shall be allowed in a scheduled day of six (6) hours up to less than eight and one half (8 1 / 2 ) hours; two (2) fifteen (15) minute paid rest periods shall be allowed in a scheduled work day of eight and one half (8 1 / 2 ) hours up to less than ten and one half (10 1 / 2 ) hours; one (1) fifteen (15) minute paid rest period and one (1) twenty (20) minute paid rest period shall be allowed in a scheduled work day of ten and one half (10 1 / 2 ) hour or more.

If an employee scheduled a work day less than ten and one half (10 1 / 2 ) hours is required because of business needs or operational requirements to work eleven and one half (11 1 / 2 ) hours or more, then the employee shall receive one (1) additional fifteen (15) minute paid rest period.

One (1) thirty (30) minute unpaid lunch period shall be allowed for mealtime in a scheduled work day of eight and one-half (8 1 / 2 )hours or more.

Before the Facility makes a permanent change in an employee’s hours of work or shift starting or ending times, it will informally discuss the matter with the Union, and either grant any affected employee at least five (5) calendar days’ prior notice before the change is made or grant the employee pay at time and one-half (1-1/2) for the first day of the change, as determined appropriate by the Facility.

Section FS.8.5. Exchange of Work Shifts .

Employees may change or exchange a scheduled work hour, work day or work shift with another employee by first obtaining written permission of the appropriate

supervisors and department head. The exchange of work hours, work days or work shifts without first obtaining such permission shall be treated as a failure to report for scheduled work without prior notification.

Section FS.8.6. Temporary Work in a Higher Classification .

In any case where an employee is temporarily assigned by a supervisor to serve in and accept responsibility for work in a higher rated classification or position, such employee shall receive premium pay at the rate of that higher classification for all time in excess of one (1) consecutive hours (measured in full sixty (60) minute increments) spent working in the higher rated classification or position retroactive to the first such hour the employee assumed such responsibility. Employees may temporarily be assigned to work in a parallel or lower rated classification with no reduction in their hourly rate of pay. If an employee temporarily works in a higher, lower or parallel classification, their seniority shall not be affected.

Section FS.8.8. Overtime Pay .

For hourly employees overtime pay at the rate of one and one-half (1-1/2) times the employee’s regular straight-time hourly rate of pay shall be paid for all work beyond forty (40) hours in their payroll week. If an employee is required by his or her supervisor to work through a work break or lunch period, such employee shall at the Facility’s election be granted either:

(a) additional time for the break or lunch;

(b) permission to leave work early; or

Section FS.8.9. Reporting Pay .

In the event an employee reports to work (excluding mandatory meeting or training scheduled at least 7 days in advance) and, in the judgement of the Facility, there is insufficient work for the employee to perform, the employee will be paid for the actual

number of hours worked, but in no event will the employee be paid less than a minimum of three (3) hours of reporting pay and may thereafter be sent home without further pay for the day. If, during the course of the day, in the judgement of the Facility there is insufficient work for the employee to perform, the employee may be sent home without further pay except that an employee who reports to work shall be paid a minimum of four (4) hours’ pay for the day as stated above. Further, if in the judgement of the Facility there is insufficient work for an employee to perform and if the employee is so notified prior to reporting to work, then the Facility shall have the right to deny work to such employee for such period without any obligation to compensate the employee for the time not worked. The Facility will attempt to notify employees as soon as it determines that their presence will not be required for work. The Facility will not be responsible for reporting pay to employees who do not have telephone service or have not provided an accurate phone number to Human Resources.

Section FS.9.1. Wage Rates .

Effective June 20, 2005, the minimum hourly wage rates for all orientation and post-orientation bargaining unit classifications are set forth on Appendix A, which is attached hereto and made part of this Agreement.

Effective June 19, 2006, the minimum hourly wage rates for all orientation and post-orientation bargaining unit classifications are set forth on Appendix A, which is attached hereto and made part of this Agreement.

Effective June 18, 2007, the minimum hourly wage rates for all orientation and post-orientation bargaining unit classifications are set forth on Appendix A, which is attached hereto and made part of this Agreement.

The Facility paid wages of any kind or type received by an employee covered by this Agreement may be increased but not decreased by the Facility so long as the employee remains in their current classification.

If Facility required training necessitates out of town travel, the employee will be reimbursed for all necessary and pertinent travel expenses (calculated from the location of the property to the site of training) and consistent with the Facility’s then-existing rules and procedures relating to permissible travel expenses, methods of documentation and reimbursement provision.

Section FS.9.2 Wage Reopener for 2008, 2009 and 2010 .

The parties agree to reopen this agreement to negotiate the issue of wage rates (Section FS.9.1) to be paid employees in the fourth through sixth years of this Agreement. Either party may request negotiations over the issue of wage rates to be paid to employees in the fourth through sixth years of this Agreement by providing written notice to the other party of a desire to reopen no more than one hundred twenty (120), nor less than sixty ( 60) days prior to the beginning of the fourth year of this Agreement, i. e. between February 22, 2008 and April 22, 2008. The parties agree that the terms of GA Article V of this Agreement shall remain in full force and effect during the period of such reopened negotiations.

Section FS.10.3. Employee Meals .

Employees on duty accepting meals offered by the Facility shall pay two dollars ($2.00) per meal (more than one (1) meal may be purchased within one shift) for such meals taken at an employee break room. If the break rooms are closed, on duty employees shall receive a forty percent (40%) discount on meals purchased at a designated Facility outlet. Employees may select their location to eat subject to reasonable Facility-imposed scheduling, work duty and dress regulation considerations.

Menus shall be posted in break rooms by Sunday for the following week with the choices of available food offered to be rotated bi-weekly. Refrigeration space will be available to allow employees to bring outside food in.

Section FS.11.9. Use of Company Facilities .

The Facility may establish rules and regulations from time to time pertaining to use of Facility devices and non-gaming outlets such as dining, restaurant, lounge, recreation areas, etc., and pertaining to the consumption of alcoholic beverages by off-duty employees on Facility property.

Section FS.15.1.(a) Cost .

The total premium cost for the Union’s plan shall not exceed $785.58 per month for the term of this Agreement; payable by the Company to the United Industrial Workers Health and Benefit Fund. An employee who becomes eligible and selects the Union’s plan as provided in Section GA15.1, shall have the twenty percent (20%) or thirty percent (30%), whichever is applicable, deducted from their pay by way of payroll deduction or other method of reimbursement satisfactory to the Company.

ARTICLE XVI - TIME AWAY FROM WORK

Section FS.16.1. Holidays .

The following are paid holidays for full-time, post-orientation employees on the effective date of this Agreement:

New Year’s Day	Labor Day

Mardi Gras	Veteran’s Day

Easter Sunday	Thanksgiving Day

Memorial Day	Christmas Eve (or Day After Christmas as negotiated by the parties each Calendar year)

July Fourth	Christmas Day

Full-time hourly employees shall receive eight (8) hours pay for each holiday. To receive holiday pay an employee must work his regularly scheduled day before and after the holiday, unless excused in writing by his or her supervisor seventy-two (72) hours prior to the holiday.

Section FS.16.2. Work During a Holiday .

Employees who work on a holiday shall received one and one-half (1-1/2) times their regular hourly rate of pay for all hours worked during the holiday and, in addition, shall receive eight (8) hours’ pay for the holiday. If a holiday occurs on an employee’s regularly scheduled day off, the employee will receive eight (8) hours’ pay in lieu of the holiday.

Section FS.16.3. Scheduling of Holidays Off .

The approval of the employee’s department head must be obtained in writing before the employee reschedules a holiday off.

Section FS.16.4. Vacation Allowance .

Regular full-time employees are eligible for vacation time with pay based upon completed years of continuous service as follows:

Years of Completed Continuous Service		Amount of Vacation Pay

Less than 1 year		0 hours

1 year - 4 years		80 hours

5 years - 9 years		120 hours

10 years or more		160 hours

Section FS.16.5. Vacation Taken .

Vacation time earned after successful completion of one (1) year of continuous service shall be taken during the second year of service. Similarly, vacation’ time earned after successful completion of the second year of continuous service shall be taken during the third year of service and so forth.

Employees may elect to use forty (40) vacation hours after six (6) months of continuous full time employment with the Facility. If an employee elects to use such advanced but as yet unearned vacation time during the employee’s first year of employment with the Facility, the employee’s vacation time during the second year of employment shall be reduced accordingly. Should the employee leave the employ of the

Facility with any previously advanced vacation yet to be earned/repaid as of the date the employee leaves employment, the Facility may deduct such from the employee’s final paycheck.

Section FS.16.6. Vacation Scheduling .

Requests for vacation time off must be scheduled and approved by the employee’s supervisor no less than two (2) weeks in advance and must be taken in increments of one week or more, except that one week of vacation per employee per year may be taken in one (1) day increments. The Facility will respond to an employee’s week(s) off vacation request within one (1) week of receiving the request. The Facility must receive vacation requests at least fourteen (14) days in advance of the requested day(s) off, except that requests for single vacation days off must be received seventy-two (72) hours in advance of the requested day off.

Section FS.16.7. Holidays During Vacations .

Holidays observed during a vacation leave period will not be charged against vacation leave. Employees will not be permitted the choice of working for extra pay instead of taking their vacation.

Section FS.16.8. Carry Over of Vacation Time .

There will be no carry over of vacation time, and employees normally must take all vacation days during the anniversary year. Vacation days not taken will be forfeited to the extent permitted by law. Employees terminating employment with the Facility will receive any vacation allowance resulting from continuous employment during the prior twelve (12) months which has not yet been taken. An employee who has not completed his or her vacation eligibility is not eligible to receive a prorated vacation.

Section FS.16.9. Sick Leave Purpose .

Sick leave shall be used for the purpose of protecting a full- time employee against the loss of pay due to the employee’s illness or the illness of a member of the

employee’s immediate family (as defined under Bereavement Leave in the Facility specific Addendum) residing in the employee’s home. Employees may also use sick leave for doctor’s appointments in full hour increments upon prior notification to the Facility. The Facility will buy back accrued but unused sick leave at the end of each calendar year. Sick leave not utilized or bought back shall annually be forfeited.

Section FS.16.10. Sick Leave Earned .

Full-time post orientation employees who are working at least thirty-two (32) hours per week will receive forty-eight (48) hours of paid sick time as of the first pay date of each calendar year. Such employees who start working after the first pay date of the calendar year will receive a prorated amount of sick time (less than forty-eight (48) hours) in their account after they complete their orientation period. This pro-rated portion will be calculated based on the ninety-first (91 st ) day until the end of the first (1 st ) calendar year of employment. This time will be reduced by sick time taken by such employee during the same calendar year according to FLSA guidelines.

Employees may also use sick leave for doctor’s appointments in full one (1) hour increments upon prior notification to the Facility. The Facility may require a licensed physician’s verification prior to the payment of accrued sick leave. If an employee is absent for three (3) consecutive days, a physician’s verification may be required before the employee may return to work. Abuse of sick leave is a serious offense which will result in discipline.

Section FS.16.11. Personal Leave .

A full-time employee who has accrued sick leave days may elect to treat twenty-four (24) hours per year as personal days time to be used in increments of at least four (4) hours. Requests to take off such personal days with pay shall, absent emergency, be made in writing seventy-two (72) hours in advance of the requested day off. Such request shall not unreasonably be denied by the Facility unless operating or scheduling hardship or

overtime payments will likely occur. An employee exercising the election to take a personal day off shall have the employee’s accrued sick leave balance debited by the personal day taken.

ARTICLE XVII - BEREAVEMENT

In the event of death in a full-time employee’s immediate family (defined as the employee’s spouse, and the spouse’s parents and siblings, the employee’s parents, grandparents, grandchildren, brothers, sisters or children), any step-relationships that may exist in the immediate family definition, and, the employee’s mother-in-law, father-in-law, sister-in-law and brother-in-law, shall be granted up to three (3) consecutive work days off as funeral leave (a part-time employee shall be granted one (1) unpaid work day off) if the employee attends the funeral. Proof of the death and family relation may be required by the Facility.

SEAFARERS ENTERTAINMENT AND ALLIED TRADES UNION:	CATFISH QUEEN PARTNERSHIP IN COMMENDUM d/b/a ARGOSY CASINO OF BATON ROUGE and CENTROPLEX CONVENTION CENTRE HOTEL, L.L.C.


/s/ Thomas Orzechowski	/s/ Frank Quigley	8-8-5
Thomas Orzechowski Jr., Vice President	Frank Quigley, General Manager


/s/ Elizabeth Brown	/s/ Scott Morris	8-8-05
Elizabeth Brown, National Coordinator/Assistant Vice-President	Scott Morris, Director Human Resources

APPENDIX - A

	Effective 6/20/2005								Effective 6/19/2006								Effective 6/18/2007
Job Title	Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)		Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)		Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)
Pit Clerk	$	8.00	$	8.39	$	8.64			$	8.00	$	8.39	$	8.89			$	8.00	$	8.39	$	9.15
SLOTS
Casino Services Representative	$	9.42	$	9.83	$	10.12			$	9.42	$	9.83	$	10.42			$	9.42	$	9.83	$	10.71
Slot Technician I	$	11.27	$	11.58	$	11.93			$	11.27	$	11.58	$	12.27			$	11.27	$	11.58	$	12.62
Slot Technician II							$	1.70							$	1.70							$	1.70
Slot Technician III							$	2.70							$	2.70							$	2.70
Slot Board Technician							$	4.70							$	4.70							$	4.70
GUEST SERVICES
Guest Services Representative	$	8.82	$	9.09	$	9.36			$	8.82	$	9.09	$	9.64			$	8.82	$	9.09	$	9.91
Guest Services Representative - Floor	$	9.97	$	10.25	$	10.56			$	9.97	$	10.25	$	10.87			$	9.97	$	10.25	$	11.17
FOOD & BEVERAGE
Beverage Server	$	2.74	$	2.98	$	3.07			$	2.74	$	2.98	$	3.16			$	2.74	$	2.98	$	3.25
Bartender	$	7.51	$	7.90	$	8.14			$	7.51	$	7.90	$	8.37			$	7.51	$	7.90	$	8.61
Barback/Busser	$	6.29	$	6.60	$	6.80			$	6.29	$	6.60	$	7.00			$	6.29	$	6.60	$	7.19
Food Preparation/Cook	$	7.65	$	7.92	$	8.16			$	7.65	$	7.92	$	8.40			$	7.65	$	7.92	$	8.63
Steward	$	7.21	$	7.47	$	7.69			$	7.21	$	7.47	$	7.92			$	7.21	$	7.47	$	8.14
Food Prep	$	7.26	$	7.63	$	7.86			$	7.26	$	7.63	$	8.09			$	7.26	$	7.63	$	8.32
Host/Hostess/Cashier - Land	$	6.86	$	7.24	$	7.46			$	6.86	$	7.24	$	7.67			$	6.86	$	7.24	$	7.89
Bartender - Land	$	7.51	$	7.90	$	8.14			$	7.51	$	7.90	$	8.37			$	7.51	$	7.90	$	8.61
Barback/Busser - Land	$	6.29	$	6.60	$	6.80			$	6.29	$	6.60	$	7.00			$	6.29	$	6.60	$	7.19
Server - Land	$	5.00	$	5.18	$	5.34			$	5.00	$	5.18	$	5.49			$	5.00	$	5.18	$	5.65
Food Preparation/Cook - Land	$	7.65	$	7.92	$	8.16			$	7.65	$	7.92	$	8.40			$	7.65	$	7.92	$	8.63
Steward - Land	$	7.21	$	7.47	$	7.69			$	7.21	$	7.47	$	7.92			$	7.21	$	7.47	$	8.14
Food Prep - Land	$	7.26	$	7.63	$	7.86			$	7.26	$	7.63	$	8.09			$	7.26	$	7.63	$	8.32
Receiving Clerk	$	7.20	$	7.57	$	7.80			$	7.20	$	7.57	$	8.02			$	7.20	$	7.57	$	8.25

A-1

APPENDIX - A

	Effective 6/20/2005								Effective 6/19/2006								Effective 6/18/2007
Job Title	Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)		Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)		Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)
Cook III - Land	$	8.24	$	8.50	$	8.76			$	8.24	$	8.50	$	9.01			$	8.24	$	8.50	$	9.27
Cook II - Land							$	1.00							$	1.00							$	1.00
Cook I - Land							$	2.00							$	2.00							$	2.00
Lead Cook - Land							$	3.00							$	3.00							$	3.00
Outlet Steward	$	7.21	$	7.47	$	7.69			$	7.21	$	7.47	$	7.92			$	7.21	$	7.47	$	8.14
Outlet Steward Lead							$	1.00							$	1.00							$	1.00
Host/Hostess/Cashier	$	6.86	$	7.24	$	7.46			$	6.86	$	7.24	$	7.67			$	6.86	$	7.24	$	7.89
CCC Bartender	$	6.70	$	6.90	$	7.11			$	6.70	$	6.90	$	7.31			$	6.70	$	6.90	$	7.52
F&B Server	$	5.00	$	5.18	$	5.34			$	5.00	$	5.18	$	5.49			$	5.00	$	5.18	$	5.65
Room Service Server	$	5.00	$	5.18	$	5.34			$	5.00	$	5.18	$	5.49			$	5.00	$	5.18	$	5.65
Banquet Server	$	2.74	$	2.98	$	3.07			$	2.74	$	2.98	$	3.16			$	2.74	$	2.98	$	3.25
Banquet Captain			$	9.22	$	9.50					$	9.22	$	9.77					$	9.22	$	10.05
Banquet Set-Up	$	6.87	$	7.24	$	7.46			$	6.87	$	7.24	$	7.67			$	6.87	$	7.24	$	7.89
Lead Banquet Set-Up							$	2.00							$	2.00							$	2.00
Bansta	$	6.70	$	6.90	$	7.11			$	6.70	$	6.90	$	7.31			$	6.70	$	6.90	$	7.52
Cook III	$	8.24	$	8.50	$	8.76			$	8.24	$	8.50	$	9.01			$	8.24	$	8.50	$	9.27
Cook II							$	1.00							$	1.00							$	1.00
Cook I							$	2.00							$	2.00							$	2.00
Lead Cook							$	3.00							$	3.00							$	3.00
HOTEL
Concierge			$	9.27	$	9.55					$	9.27	$	9.83					$	9.27	$	10.10
Bell/Luggage Attendant	$	4.12	$	4.24	$	4.37			$	4.12	$	4.24	$	4.49			$	4.12	$	4.24	$	4.62
Bell Captain			$	9.27	$	9.55					$	9.27	$	9.83					$	9.27	$	10.10
Front Desk Agent	$	8.75	$	9.00	$	9.27			$	8.75	$	9.00	$	9.54			$	8.75	$	9.00	$	9.81
Lead Hotel Front Desk Agent							$	2.00							$	2.00							$	2.00
Call Center Agent	$	7.73	$	7.96	$	8.20			$	7.73	$	7.96	$	8.44			$	7.73	$	7.96	$	8.68
CCC Attendant	$	6.73	$	7.11	$	7.32			$	6.73	$	7.11	$	7.54			$	6.73	$	7.11	$	7.75
MARINE
Deckhand	$	8.18	$	8.55	$	8.81			$	8.18	$	8.55	$	9.06			$	8.18	$	8.55	$	9.32
Wheelhouse Watchman			$	10.55	$	10.87					$	10.55	$	11.18					$	10.55	$	11.50

A-2

APPENDIX - A


	Effective 6/20/2005								Effective 6/19/2006								Effective 6/18/2007
Job Title	Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)		Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)		Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)
Lead Deckhand			$	10.16	$	10.46					$	10.16	$	10.77					$	10.16	$	11.07
Oiler	$	11.33	$	11.77	$	12.12			$	11.33	$	11.77	$	12.48			$	11.33	$	11.77	$	12.83
Marine Attendant	$	6.73	$	7.11	$	7.32			$	6.73	$	7.11	$	7.54			$	6.73	$	7.11	$	7.75
Lead Marine Attendant							$	1.00							$	1.00							$	1.00
Marine Floor Technician	$	8.67	$	9.03	$	9.30			$	8.67	$	9.03	$	9.57			$	8.67	$	9.03	$	9.84
Marine Lead Floor Technician							$	1.00							$	1.00							$	1.00
MAINTENANCE
Deliverymen/Runner	$	6.26	$	6.59	$	6.79			$	6.26	$	6.59	$	6.99			$	6.26	$	6.59	$	7.18
Maintenance Receiving Clerk	$	8.83	$	9.22	$	9.50			$	8.83	$	9.22	$	9.77			$	8.83	$	9.22	$	10.05
Maintenance Repairman	$	8.83	$	9.22	$	9.50			$	8.83	$	9.22	$	9.77			$	8.83	$	9.22	$	10.05
Sr Repairman Maintenance	$	11.09	$	11.45	$	11.79			$	11.09	$	11.45	$	12.14			$	11.09	$	11.45	$	12.48
EVS
Attendant	$	6.73	$	7.11	$	7.32			$	6.73	$	7.11	$	7.54			$	6.73	$	7.11	$	7.75
Lead Attendant							$	1.00							$	1.00							$	1.00
Floor Technician	$	8.67	$	9.03	$	9.30			$	8.67	$	9.03	$	9.57			$	8.67	$	9.03	$	9.84
Lead Floor Technician							$	1.00							$	1.00							$	1.00
Seamstress/Uniform Attendant	$	8.65	$	9.03	$	9.30			$	8.65	$	9.03	$	9.57			$	8.65	$	9.03	$	9.84
CAGE
Cage Cashier	$	9.15	$	9.57	$	9.86			$	9.15	$	9.57	$	10.14			$	9.15	$	9.57	$	10.43
Main Bank Cashier			$	10.42	$	10.73					$	10.42	$	11.05					$	10.42	$	11.36
Soft Count Cashier	$	9.15	$	9.57	$	9.86			$	9.15	$	9.57	$	10.14			$	9.15	$	9.57	$	10.43
Hard Count Cashiers	$	9.15	$	9.57	$	9.86			$	9.15	$	9.57	$	10.14			$	9.15	$	9.57	$	10.43
Hard Count Lead			$	10.42	$	10.73					$	10.42	$	11.05					$	10.42	$	11.36
Soft Count Lead			$	10.42	$	10.73					$	10.42	$	11.05					$	10.42	$	11.36

A-3

APPENDIX - A

	Effective 6/20/2005							Effective 6/19/2006							Effective 6/18/2007
Job Title	Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)	Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)	Orientation Rate		Interim Rate		Post Orientation Rate		Lead/Pay for Skills (Above Base Rate)
WAREHOUSE
Stockmen/Inventory	$	7.20	$	7.57	$	7.80		$	7.20	$	7.57	$	8.02		$	7.20	$	7.57	$	8.25
Receiving Clerk	$	7.20	$	7.57	$	7.80		$	7.20	$	7.57	$	8.02		$	7.20	$	7.57	$	8.25

Grave Shift Differential:

CCC Attendant	+$0.70 per hour
Attendant	+$0.70 per hour
Lead Attendant	+$0.25 per hour
Marine Attendant	+$0.70 per hour

Lead Marine Attendant	+$0.25 per hour

Designated Department Trainers will be paid an additional $.50 per hour for all hours spent training.

Employees who transfer into a new classification will be paid an Interim Rate for first 90 days in the new classification.

For any person working in a classificaton paid above the classification rate, they shall receive the same per year dollar amount of increase as the applicable to the classification rate as set forth above.

A-4

Exhibit 10.10

MEMORANDUM OF UNDERSTANDING

Made this 23rd day of July 2007 by and between Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Trump Taj Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino, (hereinafter referred to collectively as the “Employers” and individually by name) and International Union of Operating Engineers, Local Union 68 and IATSE, Local Union 917 (hereafter referred to collectively as the “Unions” and individually by local number).

INTRODUCTION

The Employers and Unions are parties to seven (7) individual collective bargaining agreements all with the same or substantially similar terms and conditions. For the sake of uniformity and convenience, the Employers have coordinated bargaining for the purpose of negotiating agreements to supersede their respective collective bargaining agreements with the Unions, which expired midnight June 30, 2006. The following sets forth the agreement reached between the Employers and the Unions subsequent to the conduct of collective bargaining negotiations:

MODIFICATIONS

DURATION

Five (5) years, July 1, 2006 to June 30, 2011

ARTICLE II §1 and ARTICLE V § 2

Replace sixty (60) days with ninety (90) days.

ARTICLE V, SENIORITY

Section 3(c)

Delete language “one year for illness” and amend to read “six months (or one year for worker’s compensation) unless required to be longer, as an accommodation under state or federal law which extension or lack thereof, is not subject to the grievance and arbitration procedure. FMLA & NJFLA leave runs concurrently with leaves under this Agreement to the extent applicable.”

ARTICLE VII, VACATION

Add number eight (8), add language, “Employees vacations shall be reduced on a prorated basis for any leave of absence consistent with the Employer’s leave policies for its unrepresented employees.” Employees must use up to half of their vacation entitlement while on FMLA and NJFLA leave, as long as at least the same is required for the Employer’s unrepresented employees.

NEW SECTION - DISCIPLINE

The Employer agrees not to give any further consideration in subsequent disciplinary actions of any discipline that is beyond two (2) years (one year for attendance). This limitation does not apply to any discipline which impact legal obligations e.g. harassment, discrimination, etc.

SIDE LETTER- RESORT’S, CAESARS & SHOWBOAT

“The delivery of remote controls and computer keyboards to hotel guests shall be performed by bargaining unit employees. When bargaining unit employees are not on the premises the function will be performed by the Facilities Department.”

SIDE LETTER — HEALTH BENEFITS

During the term of the Agreement in the event Local 917 has access to a Medical Plan where participation is voluntary on the part of the employees such Plan can be presented to the Employer for consideration. In no event does the Employer have any obligation of any nature whatsoever to agree to any such plan and a rejection by the Employer shall not be subject to the grievance and arbitration procedure or any other legal proceeding.

ADD TO DUES & FUND SECTION

“If the Employer fails to remit deducted share fees, initiation fees, dues or contributions to the Union or the Funds as applicable, after thirty (30) days of the fifteenth of the month following their deduction, the Union may bypass the grievance procedure and file directly for arbitration. Notwithstanding anything in this Agreement to the contrary, if the arbitrator finds that the delinquency violates this Agreement, the arbitrator may award interest, at the prime rate, for the period that the delinquent amounts remained outstanding and may award the Union costs of the arbitration. As a condition to the Union’s proceeding directly to arbitration in the above manner, the Union must serve the Human Resources Department with at least fourteen (14) days written notice, via certified mail, of the delinquent fair share fees, initiation fees, dues or contributions after the above time period has passed.”

WAGES

FOR FULL-TIME TECHNICIANS

YEAR 1	$	1.15
YEAR 2	$	1.15
YEAR 3	$	1.15
YEAR 4	$	1.20
YEAR 5	$	1.25

Increases to be distributed by the Union(s) in the same manner as past contract

Lead rate effective first year $2.00 above Technician rate

FOR CASUAL EMPLOYEES

YEAR 1	$	.95
YEAR 2	$	1.00
YEAR 3	$	1.00
YEAR 4	$	1.05
YEAR 5	$	1.10

MEMORANDUM OF AGREEMENT

SIGNATURE PAGE

UNIONS:

/s/ [ILLEGIBLE]		10/9/07
INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68		DATE

/s/ [ILLEGIBLE]		10/10/07
IATSE LOCAL 917		DATE


EMPLOYERS:

/s/ [ILLEGIBLE]		9/12/07
ATLANTIC CITY SHOWBOAT, INC.		DATE

/s/ [ILLEGIBLE]		9/11/07
BALLY’S PARK PLACE, INC. d/b/a BALLY’S ATLANTIC CITY		DATE

/s/ [ILLEGIBLE]		9/11/07
BOARDWALK REGENCY CORP. d/b/a CAESARS ATLANTIC CITY		DATE

/s/ [ILLEGIBLE]		10/2/07
TROPICANA CASINO AND RESORT		DATE

/s/ [ILLEGIBLE]		9/18/07
RESORT’ S INTERNATIONAL, INC.		DATE

/s/ [ILLEGIBLE]		9/21/07
TRUMP MARINA, ASSOC., d/b/a TRUMP MARINA HOTEL & CASINO		DATE

/s/ [ILLEGIBLE]		9/21/07
TRUMP TAJ MAHAL, ASSOC. d/b/a TRUMP TAJ MAHAL HOTEL & CASINO		DATE

Exhibit 10.11

AGREEMENT

BETWEEN

TROPICANA CASINO AND RESORT

and

TEAMSTERS LOCAL 331

INTERNATIONAL BROTHERHOOD OF TEAMSTERS, AFL-CIO

Effective: October 1, 2005 to September 30, 2008

TABLE OF CONTENTS

		Page No.

ARTICLE 1- RECOGNITION AND DEFINITIONS		1

ARTICLE 2 - NEW JERSEY CASINO CONTROL ACT - PERTIENT REGULATIONS		1

ARTICLE 3 - EMPLOYMENT PROCEDURE		2

ARTICLE 4 - PROBATIONARY EMPLOYEES		2

ARTICLE 5 - UNION SECURITY		2

ARTICLE 6 - CHECK-OFF		3

ARTICLE 7 - UNION REPRESENTATIVE AND SHOP STEWARDS		4

ARTICLE 8 - SENIORITY		4

ARTICLE 9 MANAGEMENT RIGHTS		6

ARTICLE 10 - CONTROL AND DISCHARGE		6

ARTICLE 11 - GRIEVANCE AND ARBITRATION PROCEDURE		7

ARTICLE 12 - CLASSIFICATION AND WAGE RATES		9

ARTICLE 13 - HOURS OF WORK AND OVERTIME		10

ARTICLE 14 - PERFORMING BARGAINING UNIT WORK		11

ARTICLE 15 - HOLIDAYS		11

ARTICLE 16 - VACATIONS		12

ARTICLE 17 - GROUP INSURANCE BENEFITS PLAN		13

ARTICLE 18 - SEVERANCE AND LEGAL FUNDS		13

ARTICLE 19 - LEAVE OF ABSENCE		14

ARTICLE 20 - FUNERAL LEAVE		15

ARTICLE 21 - JURY DUTY		15

ARTICLE 22 - SAFETY		15

ARTICLE 23 - NON-DISCRIMINATION		15

ARTICLE 24 - IDENTIFICATION BADGES AND TIME RECORDS		16

ARTICLE 25 INDIVIDUAL AGREEMENTS		16

ARTICLE 26 - ENTIRETY AND SEPARABILITY		16

ARTICLE 27 - MOST FAVORED EMPLOYER		16

ARTICLE 28 - NO LOCKOUTS - NO STRIKES		17

ARTICLE 29 - PERFECT ATTENDANCE		17

ARTICLE 30 - SUBCONTRACTING		17

ARTICLE 31 - SUCCESSORS AND ASSIGNS		18

ARTICLE 32 - GENERAL CLAUSE		18

ARTICLE 33 - TUITION REIMBURSEMENT		18

ARTICLE 34 - TERM - TERMINATION RENEWAL		18

THIS AGREEMENT made and entered into this day of , 2005 by and between TROPICANA CASINO AND RESORT, hereinafter referred to as the “Company” or “Employer”, and TEAMSTERS LOCAL 331, affiliated with, INTERNATIONAL BROTHERHOOD OF TEAMSTERS, AFL-CIO, hereinafter referred to as the “Union”.

ARTICLE 1

RECOGNITION AND DEFINITIONS

1. The Employer recognizes the Union as the sole and exclusive bargaining representative of all regular full-time and part-time Slot Attendants at the casino/hotel located at South Brighton Avenue, Atlantic City, New Jersey.

2. The parties agree that the bargaining unit shall consist of only those employees described above and shall exclude casual, seasonal and secondary employees, managers, guards, all other employees and supervisors as defined by the Act.

3. This Agreement is intended to govern wages, hours and working conditions of employees hired and classified by the Employer as Slot Attendants.

4. A regular full-time employee is defined as a person hired to regularly work forty (40) hours or more per week, subject to the availability of work.

5. A regular part-time employee is defined as a person hired to fill a part-time (regularly scheduled up to thirty-two (32) hours per week) basis, subject to the availability of work.

ARTICLE 2

NEW JERSEY CASINO CONTROL ACT - PERTINENT REGULATIONS

1. The parties hereto recognize and agree that the State of New Jersey Casino Control Act ( P. L. 1977, c. 110), as amended, (the “Act”) and the rules and regulations thereunder contain provisions requiring the licensing of employees and other provisions regulating and controlling labor unions and certain employees of the Employer, and that this Agreement is subject thereto in all respects, and will be effective only upon timely compliance with said provisions.

2. The parties recognize that the State of New Jersey Casino Control Act provides that unions seeking to represent employees licensed under the Act are required to register with the Casino Control Commission. It is understood and agreed that, unless exempted from the registration requirements, the Union will, as a condition of this Agreement, so register. Should the Union fail for any reason to obtain an exemption from registration or to obtain timely and valid registration, or should such registration, once obtained, be suspended or canceled, the Employer’s obligation to

bargain with the Union and to observe the provisions of the Articles of this Agreement shall terminate; provided, however, that upon obtaining an exemption from registration as required under the Act within the term of this Agreement, the provisions thereof so terminated shall be reinstated.

ARTICLE 3

EMPLOYMENT PROCEDURE

1. Where there is a need for new employees in the bargaining unit classification, the Employer will notify the Union of the opening and the requisite qualifications and will give equal consideration to all job applicants whether referred by the Union, or recruited from the open market. The Union acknowledges that the Employer is under no obligation to hire job applicants referred by the Union.

2. It is further understood and agreed that, as a condition of employment, certain employees of the Employer may be required to be licensed under the Act. If an employee is required to be licensed and fails to obtain such a license or loses such a license for any reason, he shall be terminated from employment and such termination shall not be subject to the grievance and/or arbitration procedures of this Agreement, and the Employer will not be subject to any other action by the employee or the Union with respect to such termination. Should the employee’s license subsequently be issued or reinstated, he will be eligible at the sole discretion of the Employer for re-employment if a vacancy exists in his job classification.

ARTICLE 4
PROBATIONARY EMPLOYEES

1. All new employees or rehired former employees shall be on a trial or probationary period during the first ninety (90) calendar days of employment and such employee may be terminated within that period at the discretion of the Employer, with or without cause, and without recourse to the grievance and/or arbitration procedure. However, after sixty (60) calendar days of employment up to ninety (90) calendar days of employment, the probationary employee shall have the right of the use of the grievance procedure but not the right of arbitration.

ARTICLE 5

UNION SECURITY

1. Subject to the provisions of the Labor Management Relations Act of 1947, as amended, it shall be a condition of employment that all employees covered by this Agreement, who are members of the Union in good standing on the date of execution of this Agreement shall remain members in good standing throughout their employment, and those who are not members on the

date of execution of this Agreement, shall become and remain members in good standing of the Union following the sixtieth (60th) day of employment after the execution of this Agreement.

2. In the event that any employee fails to provide for the timely tender of customary dues and initiation fees, Employer shall discharge that employee within seven (7) days of receipt of written demand thereof from the Union.

3. Notwithstanding anything to the contrary, Sections 1 and 2 shall not be applicable if all or any part thereof shall be in conflict with applicable law.

ARTICLE 6

CHECK-OFF

Dues and Initiation fees

1. It is understood and agreed between the Employer and the Union that the Employer will deduct any back unpaid Union dues and initiation fees owed the Union (provided such indebtedness for dues or initiation fees were incurred during employment with the Employer) as well as current monthly dues and initiation fees, from the paycheck of all employees who have signed proper legal authorization for such deductions and who are covered by the agreement, on the third (3rd) pay day of each month proceeding the current month for which current union dues and initiation fees are due the Union. The Employer further agrees to remit to the Secretary/Treasurer of the Union, immediately after the check off payday, all Union dues and initiation fees so deducted from the paychecks of employees covered by this Agreement.

Teamsters Local 331 Political Action and Social Fund:

2. Upon receipt of written authorization for deductions from wages, the Employer agrees to deduct from the wages of employees their contribution to the Teamsters Union Local 331 Political and Social Fund, or such similar organizations as may be requested by the Union. The Employer will make deductions on a weekly basis as provided in the authorization, and will forward the amounts deducted to the Teamsters Union Local 331 Political and Social Fund, P.O. Box 1073, Pleasantville, NJ 08232 on a monthly basis. No such authorization shall be recognized if it is in violation of state or federal law. No deduction shall be made if it is prohibited by applicable law.

3. The Union will indemnify and save the Employer harmless against any and all claims, demands, suits, disputes and other forms of liability which shall arise out of or by reason of action taken or not taken by the Employer for the purpose of complying with the terms of this Article.

ARTICLE 7
UNION REPRESENTATIVES AND SHOP STEWARDS

1. Union officials shall have the right to enter the premises to satisfy themselves that this Agreement is being observed. Representatives of the Union will notify the Labor Relations Department prior to coming to the work place to investigate grievances, meet with the Shop Steward or conduct any function with respect to the terms and conditions of this Agreement. Authorized representatives of the Union shall be granted access at reasonable times to those areas where employees represented by the Union are employed when such visits are necessitated by matters concerning the administration of this Agreement or grievances hereunder. They will conduct their business as expeditiously as possible and at such a time and manner as shall not prevent or interfere with the orderly operation of the Employer’s business.

2. The Union may select from among the employees four (4) Shop Stewards and up to four (4) Alternate (s) and the Alternate (s) shall only act in the absence of the Shop Stewards. The authority of the Shop Stewards and Alternate (s) shall be limited to the investigation and presentation of grievances in accordance with the provisions of this Agreement and the transmission of such messages and information which shall originate with and are authorized by the Union. The Union agrees to notify the Employer in writing of the employee selected to serve as Shop Stewards/Alternates and of any subsequent changes.

3. No Steward shall leave his assigned work station or cease to perform his duties without first receiving authorization from his Supervisor. The Union may post on a bulletin board such notices and a copy given to the Director of Labor Relations, up to date seniority lists, and all bid postings will be posted on the bulletin board.

ARTICLE 8

SENIORITY

1. For the purpose of this Agreement, seniority shall be defined as length of continuous service from the employee’s last employment date with the Employer within the bargaining unit. The employee’s status regular full-time or part-time will determine on - which seniority list the employee is accruing seniority.

2. The seniority date of regular full-time and regular part-time employees who successfully complete their probationary period set forth in Article 4 shall date from that employee’s last date of hire; provided, however, that during the probationary period, an employee shall have no seniority.

3. Seniority shall be broken by any of the following events:

a. Voluntarily quit.

b. Discharge for cause.

c. Failure because of layoff, or any other reason to perform any work for the Employer for six (6) months or a period equal to the affected employee’s seniority at the time he last ceased active work for the Employer, whichever period is shorter.

d. Failure to report to work on the next scheduled work day specified by Employer in a notice of recall from layoff sent by registered or certified mail to the employee’s last known address.

e. Failure to report to work upon expiration of a leave of absence.

f. Absence from work without notice to the Employer for three (3) work days.

4. Any loss of seniority under Sections d, e or f shall constitute voluntary leaving of work without good cause.

5. An employee who incurs a loss of seniority, if subsequently re-employed, will resume employment as a new employee.

6. The Employer shall layoff and recall employees based upon the skill and efficiency of employees as determined by management in the classification in which work is available, giving due consideration to seniority where qualifications are determined as equal. However, if a less senior employee holds a job that no senior employee can fill, such employee will be retained and the next senior employee shall be laid off in their place.

7. The Employer will give all regular employees forty-eight (48) hours notice of layoffs for lack of work. This provision will not apply in the case of layoffs caused by strikes, acts of God, power failure, fires, mechanical breakdowns, civil insurrections, necessary business decisions or other reason beyond the control of the Employer.

8. In the event of a layoff, the Shop Steward, not including the alternate, will be the last one laid off and the first employee recalled.

9. When a bid for a schedule is posted, it will be posted for a period of two (2) weeks. The schedule will be awarded in two (2) weeks to the employee who has the ability and necessary qualifications to efficiently perform the work, in order of seniority.

ARTICLE 9
MANAGEMENT RIGHTS

Except to the extent expressly abridged, delegated, granted, or modified by a specific provision of the Agreement, the Employer reserves and retains all the rights, powers, and authority that the Employer or its predecessor had prior to the signing of an Agreement, and these rights, powers and authority shall remain exclusively and without limitation within the rights of management. It is agreed that the Employer alone shall have the authority to determine and direct the policies and methods of operating the business, without interference by the Union. Without limiting the generality of the foregoing, the sole and exclusive rights of management which are not abridged by this Agreement include, but are not limited to, the right to close its business or any part thereof; to discontinue or automate process or operations; the right to determine the qualification for new employees and to select its employees; to determine the size and composition of its working force; to determine work schedules; to determine the number and type of equipment, materials and supplies to be used; to hire, promote, transfer, assign, layoff and recall employees to work; to reprimand, discharge, or otherwise discipline employees for just cause; to determine and redetermine job content and prorate the amount and types of work needed; to determine the assignment of work; to schedule the hours and days to be worked on each job and each shift; to discontinue, transfer, subcontract or assign all or any part of its business operations, however, the Employer agrees to give advance notice to the Union in writing, and upon request to discuss the effects with the Union; to expand, reduce, alter, combine, transfer, assign or cease any job, job classification, department or operation; to control and regulate or discontinue the use of supplies, equipment, and other property owned, used, possessed, or leased by the Employer; to make and change reasonable rules, policies, and practices; to introduce new, different or improved methods and processes of maintenance, service and operations; and otherwise generally to manage the business and direct the work force; the Employer’s failure to exercise any function or right hereby reserved to it, or its exercising any function or right in a particular way, shall not be deemed a waiver of its right to exercise such function or right, nor preclude the Employer from exercising the same in some other way not in conflict with the express provision of this Agreement.

ARTICLE 10

CONTROL AND DISCHARGE

1. The Employer shall have the sole right to direct and control its employees. The Employer reserves the right, which right is hereby recognized by Union, to hire, retain, promote, demote, transfer, layoff, discipline, discharge or rehire according to the requirements of the business and according to skill and efficiency. The Employer shall have the unquestioned right to suspend or discharge employees for actions such as but not limited to dishonesty, willful misconduct, incompetence, drinking or drunkenness on the job, insubordination, use or possession of a controlled substance on Company property, other good cause, or participation in a proven, deliberate slowdown,

work stoppage, or strike in violation of this Agreement, provided, however, the Union does not waive its right to arbitrate.

ARTICLE 11

GRIEVANCE AND ARBITRATION PROCEDURE

1. For the purpose of this Agreement, a grievance is defined as a complaint, dispute, or controversy between the parties as to the application or interpretation of a specific provision of this Agreement, but not including those which are specifically excluded from the grievance and arbitration procedures as provided elsewhere in this Agreement.

2. All grievances shall be processed exclusively in the following manner:

Step One Not later than three (3) workdays after the event giving rise to the grievance, or three (3) workdays after the employee should reasonably have learned of the event giving rise to the grievance, whichever is later, the employee and the shop steward must discuss the grievance with his shift manager. The shift manager shall orally respond to the employee and the shop steward not later than three (3) workdays thereafter.

Step Two If the grievance is not settled at Step One, the employee and/or shop stewards, not later than seven (7) calendar days day thereafter, must submit a written grievance to Labor Relations. The Assistant V.P. of Human Resources or designee shall give their written answer to the grievance within seven (7) calendar days after receipt of the grievance.

Step Three If the grievance is not settled at Step Two, the Union, not la ter than fourteen (14) calendar days after receipt of the written Answer, the Assistant V.P. of Human Resources or designee, shall meet with the employee, the employee’s shop steward, and the Union Business Agent. The Assistant V.P. of Human Resources, or designee, shall give written answer to the grievance within seven (7) calendar days after such meeting, which answer shall be final and binding on the employee, the Union and the Company, unless it is timely appealed to arbitration by the Union - in accordance with the procedures set forth in this Article.

All grievances presented at Step Two shall set forth: the facts giving rise to the grievance; the provision[s] of the Agreement, if any, alleged to have been violated; the names of the aggrieved employee[s]; and the remedy sought. All grievances at Step Two of the procedure set forth in Section 2 herein shall be signed and dated by the aggrieved employee and/or his shop steward. All

written answers submitted by the Company shall be signed and dated by the appropriate company representative.

The time limitations set forth in this Article are of the essence of this Agreement. No grievance shall be accepted by the Company unless it is submitted within the time limits set forth in Section 2 herein. All grievances not raised in a timely fashion or not processed within the time periods set out below shall be considered waived and abandoned.

The grievance may be submitted to expedited arbitration or arbitration, within fourteen (14) calendar days. It is understood that the parties, by mutual agreement, may extend the time periods for processing grievances.

3. It is further understood and agreed by both parties that when a grievance occurs, or it is alleged that there has been a violation of, or non-compliance with, any of the terms of this Agreement, there shall be no interference or restraint or countermanding of Management’s directions by the Union or any of its representatives or by the employees and there shall be no refusal to comply with Management’s directions or orders at any time; the employees are to perform their duties as directed by the Employer without interruption and the matter shall be processed through the grievance procedure as set forth above.

The Employer agrees to meet promptly with the Union or the delegated Steward at a mutually convenient time in an effort to resolve issues which may arise.

4. In the event that a timely grievance is referred to arbitration, the grievance shall be submitted to the American Arbitration Association with the request that the Association send to the parties a list of arbitrators pursuant to its procedures. Timely grievances may be submitted to expedited arbitration-in lieu of regular arbitration. The arbitrator shall have no power to add to, delete from, amend, change or alter any terms of this Agreement.

5. Expedited arbitrations shall be exclusively limited to the following:

(i) Disciplinary notices involving a suspension not resulting in termination;

(ii) Termination involving absenteeism and/or tardiness; of

(iii) Other timely grievances where the Parties mutually agree in writing to implement the expedited arbitration procedure.

a. Arbitrators for expedited arbitration hearings will be selected from a rotating panel of ten (10) arbitrators mutually agreeable to the Parties. The rotating panel will be selected on an annual basis to coincide with the effective date of this agreement. Expedited arbitrations will be conducted within fourteen

(14) calendar days from the selection of the arbitrator, or within such additional time as agreed upon by both parties.

b. Representatives of the Parties at an expedited arbitration shall be limited to a business agent for the Union and a member of the labor relations staff for the Employer. A decision shall be rendered in writing within seventy-two (72) hours without the aid of transcripts or briefs.

c. Either party has the exclusive right to cancel the expedited arbitration process, as provided herein, at any time during the term of this agreement. Such cancellations shall not be subject to the grievance and arbitration provisions of this agreement.

d. Decisions rendered in expedited arbitration shall not be introduced or referred to in any other arbitration, or expedited arbitration.

6. The following shall apply to all arbitrations and expedited arbitrations:

a. A decision or award of the arbitrator made in accordance with his/her authority under the contract shall be final and binding upon the parties hereto. The expense incidents to the arbitration shall be borne equally by the Union and the Employer.

b. Only one (1) grievance shall be heard by the arbitrator at any one (1) time, unless otherwise agreed to by both parties.

c. The arbitrator shall have no power to add to, delete from, amend, change or alter any other terms of this Agreement.

7. In any disciplinary cases evidence of the comparative treatment of non-bargaining unit employees shall be inadmissible for the purposes of challenging the propriety of discipline imposed; except for cases involving Article 23.

ARTICLE 12

CLASSIFICATION AND WAGE RATES

1. Effective November 9, 2002 the start rate for Slot Attendants shall be $8.75 per - hour. After completion of twelve (12) months of continuous employment, such Slot Attendants shall receive an hourly rate of $9.25 per hour. Effective October 1, 2007, the start rate shall be increased to $9.00 and the one (1) year rate to $9.50.

2. Effective October 1, 2005 there shall be a wage increase of thirty-five cents ($.35) per hour for those employees who have been continuously employed for more than twelve (12) months as of that date. Effective October 1, 2006 there shall be a wage increase of thirty-five cents ($.35) per hour for those employees who have been continuously employed for more than twelve (12) months as of that date. Effective October 1, 2007, there shall be a wage increase of forty cents ($.40) per hour for those employees who have been continuous employed for more than twelve (12) months as of that date.

ARTICLE 13

HOURS OF WORK AND OVERTIME

1. The normal work week for regular full-time employees shall consist of five (5) days and the regular work day shall consist of eight (8) hours including three (3) thirty (30) minute breaks. This meal and rest period shall be taken in accordance with the specified break schedule as determined by management. The employee shall be entitled to a meal supplied by the Employer at no cost to the employee. This shall not constitute a guarantee of any number of hours of work per day or per week.

2. All hours of work in excess of forty (40) hours in any one (1) week and in excess of eight (8) hours in any one (1) day shall be paid for at the rate of one and one half (1-1/2) times the employee’s regular straight-time hourly rate of pay. There will be no pyramiding of overtime pay, or premium pay under any of the terms of this Agreement; that is, no type of premium or overtime pay shall be combined with or paid concurrently with any other type. Where more than one (1) premium or overtime rate applies to the same hours of work, the higher rate only shall be paid.

3. When a need for daily overtime occurs, it will be first offered on the shift of scheduled regular full-time employees who are qualified to work the area in which the overtime occurs on a volunteer basis. In the event there are more volunteers than needed, the Employer shall select the most senior qualified employees. If not enough employee volunteers for the overtime, the overtime may then be mandated in reverse order of seniority. For every two (2) hours of daily overtime an employee is scheduled to work, they will be entitled to take one (1) twenty (20) minute break.

4. Slot Attendants may sign up in advance for scheduled overtime opportunities, which may occur on their days off. Such overtime will be given on a seniority basis among the employees who - have signed the list.

5. Slot Attendant work areas shall be rotated among the employees equally according to the computer point system.

ARTICLE 14
PERFORMING BARGAINING UNIT WORK

No supervisor or any other union or non-union employees shall perform the duties done ordinarily by employees in the bargaining unit, except for purposes of instructions, bona fide emergencies, a temporary influx of business or when it is necessary to operate the Casino in an efficient and satisfactory manner.

ARTICLE 15
HOLIDAYS

1. The following days shall be recognized as holidays for regular full-time non-probationary employees:

New Year’s Day

President’s Day

Memorial Day

Independence Day

Labor Day

Thanksgiving Day

Christmas Day

2 Personal Days

2. Regular full time employees who have completed the probationary period and who have been actively at work during the week in which a recognized holiday occurs shall be eligible to receive pay for any recognized holiday on which work is performed, provided they have worked their full scheduled day before and their full scheduled day after the holiday, unless excused by the Employer.

3. Holiday Pay Procedure

a. An eligible full-time employee shall be paid regular wages up to a maximum of eight (8) hours for time not worked on a recognized holiday.

b. An eligible full-time employee shall be paid one and one-half (1 1 / 2 ) time his or her regular hourly rate for all time worked on a holiday and in addition, shall receive eight (8) hours straight time pay as holiday pay.

c. An eligible part-time employee shall receive straight time his or her regular hourly rate for all time worked on a holiday plus holiday pay.

4. Holiday scheduling shall first be offered on a voluntary basis; however, the Employer reserves the right to assign schedules in reverse seniority order if, in Management’s determination, there are not enough volunteers to meet the anticipated work requirements.

5. Part-time employees will be required to work all named holidays unless excused by the Employer.

6. An employee scheduled to work on a recognized holiday and who fails to do so also forfeits the holiday pay.

7. Should a recognized holiday occur while an employee is on paid vacation that employee shall be given an extra day’s pay at straight time for eight (8) hours, in the vacation check.

ARTICLE 16

VACATIONS

1. All regular full-time employees covered by this Agreement, upon completing one (1) year of continuous employment shall be entitled to one (1) week of vacation with pay.

2. All regular full-time employees covered by this Agreement, upon completing two (2) years of continuous employment shall be entitled to two (2) weeks vacation with pay.

3. All regular full-time employees covered by this Agreement, upon completing eight (8) years of continuous employment shall be entitled to three (3) weeks vacation with pay with the exception of the employees who are receiving as of the effective date of this Agreement three (3) weeks vacation with pay for completing five (5) years of continued employment who shall continue to receive three (3) weeks vacation with pay.

4. All regular full-time employee covered by this Agreement who are receiving as of the effective date of this Agreement four (4) weeks vacation with pay shall continue to receive four (4) weeks vacation.

5. Part-time employees will receive vacation in accordance with the above schedule except on pro-rata basis in accordance with the Employer’s current method of calculating vacation pay.

6. Vacation pay will be at the Employee’s straight time rate of pay.

7. Employees who have completed more than one (l) year of employment and who are terminated for reasons other than cause, shall be entitled to a proration of earned vacation for the year in which the termination, or retirement, occurs provided they have completed at least six (6) months employment since their last anniversary date.

8. Scheduling of vacations shall be done in accordance with the current system except that employees will not be mandated to take unpaid vacation.

ARTICLE 17

GROUP INSURANCE BENEFITS PLAN

On or after the effective date of this Agreement employees who average thirty two (32) hours per week in the prior calendar year shall be entitled to receive Health Coverage, Life Insurance and accidental death and dismemberment on the same terms and conditions Tropicana, in its sole discretion, shall then be offering to all its non-union employees.

ARTICLE 18

SEVERANCE AND LEGAL FUNDS

1. The Employer shall make the following contributions to the Teamsters Local 331 Severance Fund on behalf of each non-probationary bargaining unit employee covered by this Agreement who works a minimum of twenty (20) hours per week, for each straight time hour worked or paid, not to exceed two thousand and eighty (2080) hours per year, in the following amounts:

Effective October 1, 2005	$	.55
Effective October 1 2006	$	.75
Effective October 1, 2007	$	.80

2. The Employer shall make the following contributions to the Teamsters Local 331 Legal Fund on behalf of each non-probationary bargaining unit employee covered by this Agreement who works a minimum of twenty (20) hours per week, for each straight time hour worked or paid, not to exceed two-thousand and eighty (2080) hours per year, in the following amounts:

Effective October 1, 2005		$	.10
Effective October 1, 2007		$	.15

3. Notwithstanding the effective dates of the contributions set forth above, the-Employer will not be obligated to make any contribution’s to any fund administered in whole or in part by the Union unless and until the Union has first complied with the registration requirements of the New Jersey Casino Control Commission, or it has been determined legally that the Union is not required to comply with such requirements.

4. It is further agreed and understood that the Employer shall have no liability for any retroactive payment for any period during which contributions are or have not been made because the provisions in Section 3 above had not been satisfied.

5. The Employer agrees that it has designated the Employer trustees on all of said Funds as its trustees and that said trustees are authorized to act on its behalf and to enter into all amendments to the trust instruments and to adopt all rules and regulations which are within their power and are deemed appropriate by the trustees for the proper functioning of the Funds and the welfare of the beneficiaries.

6. The Union certifies that each of the said Funds are duly qualified in accordance with the rules and regulations of the Internal Revenue Service (to permit tax deductions) and are jointly administered Trust Funds, duly established and authorized in accordance with Section 303 of the National Labor Relations Act of 1947, as amended.

7. Upon receipt of written authorization for deduction from wages, the Employer agrees to deduct from the wages of the employees their contribution to the Teamster 401K plan. The Employer shall only be required to make a payroll deduction. The Employer shall not be obligated to make any matching contributions.

ARTICLE 19

LEAVE OF ABSENCE

1. Leaves may be granted by the Employer at its discretion for any reason to regular employees having completed six (6) months of continuous service since his/her last date of hire, the duration of which leave shall be mutually agreed upon by the Employer and the employee, but in no event for longer than six (6) months. The Employer shall not unreasonably refuse to grant leaves of absence for compelling personal reasons or for reasons of illness and/or injury. It is expressly understood and agreed that leaves for compelling reasons shall not exceed thirty (30) days.

2. Employees shall submit a written request for a leave of absence stating the reason for the leave, the commencement date, and the date of the return to work. In the case of a leave sought for reasons of illness or injury, the request for leave shall be accompanied by a physician’s certificate.

3. The Employer may replace an employee on leave of absence with a temporary employee.

4. The parties recognize that the leaves of absence that may be granted in Paragraph 1 above, including leaves for - workers compensation, encompass leaves that may be taken under the NJFLA and FMLA and that these leaves run concurrently with any leave granted above.

ARTICLE 20

FUNERAL LEAVE

1. Any non-probationary full-time employee is permitted up to five (5) consecutive work days paid absence due to the death of a spouse, child or domestic partner. Up to three (3) days paid leave will be granted in the death of a parent, grandparent, grandchild, brother, sister and mother or father in-law. To receive payment for funeral leave, the employee must notify his/her supervisor of the reason for the absence. The Supervisor may request appropriate documentation to substantiate the reason for the absence.

ARTICLE 21

JURY DUTY

1. Any non-probationary employee who is called for jury duty shall be excused from work for the days on which he or she serves and shall receive for each day of jury duty service on which he or she otherwise would have worked, the difference between his/her regular rate of pay at straight-time and the payment he received for jury service. The employees shall be required to present proof of service and the amount of pay received. Therefore, anything herein to the contrary notwithstanding, no employee shall be paid pursuant to this clause for more than ten (10) days during the term of this Agreement or any extension thereof; and the Employer shall have the right, at any time, to have any employee called for jury duty relieved in any manner permitted by law.

ARTICLE 22

SAFETY

1. The Union and the Employer agree that it is in the best interests of all members of the bargaining unit to maintain a safe and healthy work place and to observe all safety requirements.

2. Violations of normal or established safety policies and procedures shall be grounds for disciplinary action up to and including discharge.

ARTICLE 23

NON-DISCRIMINATION

1. There shall be no discrimination against any employee because of Union membership or lawful Union activities or because of race, color, sex, age, creed or national origin, as required by law; and, as well, the parties recognize and agree to comply with the Equal Employment Opportunity and Affirmative Action requirements of the New Jersey Casino Control Act.

ARTICLE 24

IDENTIFICATION BADGES AND TIME RECORDS

1. Employees issued identification badges or forms for time worked shall be responsible for same and shall not cause any other employee to use their identification badge, or record time on his time card, nor shall any employee use any other employee’s badge to record time for another employee. Violations of this procedure shall be grounds for discharge.

ARTICLE 25

INDIVIDUAL AGREEMENTS

1. No employee covered by this Agreement shall be compelled or permitted to enter into any individual contract of employment set forth herein.

ARTICLE 26

ENTIRETY AND SEPARABILITY

1. This Agreement contains all of the covenants, stipulations and provisions agreed upon by the parties hereto, unless otherwise provided in writing. No agent or representative of either party has the authority to make, and the parties hereto shall not be bound by nor liable for any statement, representation, promise, inducement or agreement not set forth herein.

2. In the event that any provision of this Agreement shall be rendered invalid by applicable legislation, or be decreed invalid by any court or regulatory agency of competent jurisdiction, such action shall not invalidate the entire Agreement; it being the express intention of the parties hereto that all other provisions not rendered invalid shall remain in full force and effect. The parties agree to attempt to cure such invalidity by negotiations, and to submit the matter to arbitration if such negotiations are unsuccessful.

ARTICLE 27

MOST FAVORED EMPLOYER

1. Recognizing the competitive nature of the casino/hotel industry and the desirability of maintaining a balance among the hotels in Atlantic City, the Union agrees that if it enters into any contract with another employer operating a casino/hotel in Atlantic City containing terms as to wages, hours or conditions which are more favorable to said other employer than the terms or conditions of this contract, then at Employer’s option, said terms shall be incorporated into this Agreement and become supplementary thereto. The Union agrees that upon demand of Employer it shall exhibit to the Employer or its authorized representative any agreement entered into with another casino/hotel in Atlantic City, New Jersey. A failure on the part of the Employer to insist upon the application of this section, whether said failure is intentional or a result of an oversight, shall not constitute a waiver of Employer’s right to demand enforcement of this provision on other

occasions. Nothing herein contained shall be interpreted to render this provision applicable to a hotel or motel which does not own or operate a casino in Atlantic City.

ARTICLE 28
NO LOCKOUTS - NO STRIKES

1. Both the Union and the Employer recognize the service nature of the hotel and casino businesses and the duty of the Employer to render continuous and hospitable service to the public in the way of lodging, food and other necessary accommodations. Therefore, the Union agrees, on behalf of the employees in the bargaining unit that it will not call, engage in, participate in or sanction any strike, sympathy strike, work stoppage, picketing, sit-down, sit-in, boycott, refusal to handle merchandise or other interference with the conduct of the Employer’s business for any reason whatsoever, including the dealing by the Employer with non union suppliers or delivery men; nor will the Union interfere with any guest or tenant at the hotel or casino engaged in selling or exhibiting non-union made merchandise or in so doing, employing non-union help. The Employer agrees that it shall not lock out its employees. Any such actions shall be a violation of this Agreement.

ARTICLE 29

PERFECT ATTENDANCE

1. All regular full-time employees covered by this Agreement with over one (1) year’s continuous service shall accrue one normally scheduled day’s pay for attendance without absence during a consecutive three month period of continuous employment as defined below in any calendar year.

January 1 - March 31

April 1 - June 30

July 1 - September 30

October 1 - December 31

2. Lateness shall not count as an absence toward perfect attendance.

ARTICLE 30
SUBCONTRACTING

1. The Employer may subcontract work. However, a subcontract which results in the layoff of any bargaining unit employee (s) will not be permitted.

ARTICLE 31
SUCCESSORS AND ASSIGNS

1. The Agreement shall be binding upon the parties hereto, and the heirs, executors, administrators, successors and assigns of each.

ARTICLE 32
GENERAL CLAUSE

1. The Employer will furnish work uniforms, gloves, tools and other equipment when needed, and shall maintain the same without charge. Should an employee damage through their negligence or lose part of their issued uniforms or tools, the employee shall be responsible for the replacement costs. All items furnished to the employee, shall be returned to the employer, upon termination of employment.

2. Gratuities may be accepted for all customer services only in the form of paper currency, gaming chips or coin. Employees must receive authorization from a supervisor for all services which require the employees to leave their assigned section. Employees must notify a supervisor when a coin gratuity is received. The Union shall encourage employees to execute tip declaration forms.

3. The Employer shall pay for grandfathered employees casino license.

ARTICLE 33
TUITION REIMBURSEMENT

1. Employees shall be eligible to receive tuition reimbursement on the same terms and conditions Tropicana, in its sole discretion, shall then be offering its non-union employees.

ARTICLE 34
TERM - TERMINATION RENEWAL

1. This Agreement shall become effective October 1, 2005 and shall continue in full force and effect until midnight, September 30, 2008, and from year to year thereafter, unless either party hereto shall notify the other in writing by certified mail not less than sixty (60) days prior to September 30, 2008 of any succeeding year, of a desire to terminate or modify or amend this Agreement. In the event that neither party gives sixty (60) days notice, as specified above, the entire

Agreement shall automatically be renewed for the twelve (12) month period following the most recent date of expiration.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and sealed by their duly authorized representative, the day and year first above written.

FOR THE EMPLOYER		FOR THE UNION
Tropicana Casino and Resort		Teamsters Local #331


		/s/ [ILLEGIBLE]


		/s/ [ILLEGIBLE]

Exhibit 10.12

MEMORANDUM OF UNDERSTANDING

INTRODUCTION

MODIFICATIONS

DURATION

Five (5) years, July 1, 2006 to June 30, 2011

ARTICLE II §1 and ARTICLE V §2

Replace sixty (60) days with ninety (90) days.

ARTICLE V, SENIORITY

Section 3(c)

ARTICLE VII, VACATION

NEW SECTION - DISCIPLINE

SIDE LETTER- RESORT’S, CAESARS & SHOWBOAT

SIDE LETTER — HEALTH BENEFITS

ADD TO DUES & FUND SECTION

WAGES

FOR FULL-TIME TECHNICIANS

YEAR 1	$	1.15
YEAR 2	$	1.15
YEAR 3	$	1.15
YEAR 4	$	1.20
YEAR 5	$	1.25

Increases to be distributed by the Union(s) in the same manner as past contract

Lead rate effective first year $2.00 above Technician rate

FOR CASUAL EMPLOYEES

YEAR 1	$	.95
YEAR 2	$	1.00
YEAR 3	$	1.00
YEAR 4	$	1.05
YEAR 5	$	1.10

MEMORANDUM OF AGREEMENT
SIGNATURE PAGE

UNIONS:

/s/ [ ILLEGIBLE]		10/9/07
INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68		DATE

/s/ [ ILLEGIBLE]		10/10/07
LATSE LOCAL 917		DATE


EMPLOYERS:

/s/ [ ILLEGIBLE]		9/12/07
ATLANTIC CITY SHOWBOAT, INC.		DATE


/s/ [ ILLEGIBLE]		9/11/07
BALLY’S PARK PLACE, INC. d/b/a BALLY’S ATLANTIC CITY		DATE


/s/ [ ILLEGIBLE]		9/11/07
BOARDWALK REGENCY CORP. d/b/a CAESARS ATLANTIC CITY		DATE


/s/ [ ILLEGIBLE]		10/2/07
TROPICANA CASINO AND RESORT		DATE


/s/ [ ILLEGIBLE]		9/18/07
RESORT’S INTERNATIONAL, INC.		DATE


/s/ [ ILLEGIBLE]		9/21/07
TRUMP MARINA, ASSOC. d/b/a TRUMP MARINA HOTEL & CASINO		DATE


/s/ [ ILLEGIBLE]		9/21/07
TRUMP TAJ MAHAL, ASSOC. d/b/a TRUMP TAJ MAHAL HOTEL & CASINO		DATE

COLLECTIVE BARGAINING . AGREEMENT

BETWEEN

INTERNATIONAL UNION OF OPERATING

ENGINEERS

LOCAL 68-68A-68B, AFL-CIO

AND

TROPICANA CASINO AND RESORT

Site: Atlantic City, NJ

MAY 1, 2006 - APRIL 30, 2011

AGREEMENT made and entered into , by and between TROPICANA CASINO AND RESORT, Iowa Avenue and Boardwalk, Atlantic City, New Jersey, hereinafter referred to as “Employer,” “Casino,” or “Hotel,” and INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68-68A-68B, AFL-CIO, 11 Fairfield Place, West Caldwell, New Jersey, hereinafter referred to as the “Union.”

WITNESSETH

WHEREAS, the parties hereto desire to cooperate to stabilize labor relations by establishing general standards of wages, hours, and other conditions of employment, and to insure the peaceful, speedy, and orderly adjustment of differences that may arise from time to time between Employer and its employees, without resort to strikes, lockouts, boycotts, slowdowns or other economic interferences with the smooth operation of the Hotel business of the Employer.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

ARTICLE I - RECOGNITION

1. Employer recognizes the Union as the sole and exclusive collective bargaining representative of the following employees employed by the Employer in Atlantic City, New Jersey.

(a) Stationary Engineers ( i.e. , those employees responsible for successful operation and ordinary maintenance of steam boilers, irrespective of pressure; steam, or gas

or electrical engines; refrigeration and air conditioning equipment; and auxiliary power plants).

(b) Maintenance Mechanics ( i.e. , those employees responsible for the general repair and maintenance of the Hotel facilities and appurtenances).

(c) C Mechanics ( i.e. , those employees responsible for general policing, cleaning and maintenance of gardens and interior plants; external grounds, walks, drives, streets contiguous to the properties, garages, rooftops, and thoroughfares; operates hand tools and equipment to accomplish same; performs casual labor, including, but not limited to, changing filters and light bulbs and delivering supplies and materials; driving vehicles and removing snow, utilizing other than ride-on equipment, and other duties not requiring the special training and experience of a skilled journeyman).

2. (a) It is further understood and agreed that reconstruction, maintenance, renovation, alteration and/or rehabilitation of the Hotel and its facilities and appurtenances are covered by this Agreement, when the Employer considers it feasible. The Hotel expressly reserves the right to have such work performed in such manner and by such employees, as may be furnished by a subcontractor who customarily engages in such types of work, and who has or will become signatory to an Agreement with the respective trade that will be performing said work.

During the term of this Agreement, if work is outsourced to Atlantic Thermal Systems, the Hotel agrees to require Atlantic Thermal Systems to abide by the terms of the agreement reached between Atlantic Thermal Systems and Local 68 for Trump Plaza’s operations.

built out, occupied or opened for business and to any Assignees, Subtenants, or replacement tenants subsequently occupying the space and shall continue for the duration of any renewal or extension of the term of such Existing Contract or any replacement contract. This exclusion shall further apply to any extensions or modification of any Existing Contract, including without limitation those modifications which may involve assignment of an Existing Contract, tenant relocation or the expansion of space occupied pursuant to an Existing Contract. Article 1, Section 2(a) does not apply to space occupied by health club, spa or salon operations, food, snack or beverage operations commonly referred to as “fast food” operations and retail operations in general which space is leased, contracted or subcontracted to third parties. The parties have agreed to a side agreement where future leased space would also be exempt from the provisions of Article 1, Section 2(a). All other space leased or subcontracted after the effective date of Agreement not described in this Section 2(b) shall be covered under Article 1, Section 2(a).

(c) The Tropicana agrees that after an initial start up period to offer its tenants major repair and maintenance of the electrical, steam, gas, water, sewer, HVAC and alarm systems (collectively Base Systems) to the extent (1) such type of work is performed by bargaining unit employees at its property consistent with Section 2(a) and (2) it is the Employer’s judgment that such work is critical to maintain the operations of the Base Systems of the Tropicana and that is in the business interest of the Tropicana under the following conditions:

1. The Tenant agrees to hold the Tropicana harmless in all respects of any claims of damages in connection with such services, including but not limited to, defect in workmanship by Tropicana’s Employees.

2. The Tropicana in its judgment, has the available staff to perform the work without interfering with its own work and without additional training so as to complete the repair in a timely manner as set by the Tropicana, based on its priorities and which timeframe is satisfactory to the tenant.

3. The tenant agrees to pay for the equipment and services as determined by the Tropicana. The Union understands that tenants who do not promptly pay for these services will not be eligible for such services in the future.

The Union’s business agent may approach Tropicana’s tenants who had declined an interest in general, for any of the above services, and with pre-approval of Tropicana, to discuss the potential with the tenant of offering Tropicana’s services as described above with the understanding that (1) the Union can not be coercive or disruptive in any manner, (2) the decision to utilize the services is the tenant’s to make, and (3) the ultimate commercial transaction is in the discretion of the Tropicana.

3. It is understood that general maintenance work will include occasional routine electrical and work of other crafts within the Maintenance Department which is not a full-time nature.

4. The parties recognize that the State of New Jersey Casino Control Act (Act), provides that Unions seeking to represent employees licensed under the Act are required to register with the Casino Control Commission. It is understood and agreed that, unless exempted from the registration requirements, the Union will, as a condition of this Agreement, so register. Should the Union fail for any reason to obtain an exemption from registration or to obtain timely and valid registration or should such registration, once obtained, be suspended or cancelled, the Employer’s recognition of the Union and its obligation to bargain with the Union and to observe the provisions of Article I, Paragraph 1 hereof, or to deal with the Union under Article XIV hereof, shall terminate; provided, however, that upon obtaining an exemption from registration or upon registration as required under the Act within the term of this Agreement and the provisions thereof so terminated shall be reinstated.

ARTICLE II - EMPLOYMENT AND UNION SECURITY

1. It shall be a condition of employment that all employees covered by this Agreement who are members of the Union in good standing on the effective date of this

Agreement, shall remain members in good standing, and those who are not members on the effective date of this Agreement shall, on or after the 90th day following the effective date hereof, become members in good standing in the Union. In the event that any employee fails to comply with the requirements of this section to the extent of tendering customary dues and initiation fees, Employer shall summarily discharge that employee upon receipt of written demand therefor from the Union. The ninety (90) day period during which new employees are not obligated to become members of the Union shall be designated as a trial or probationary period for the benefit of the Employer, during which period Employer has the right to discharge said employee without cause, and said probationary employees shall not be covered by this Agreement nor derive any benefits thereof.

2. Whenever additional employees are required, Employer shall notify the Union, and the Union shall assist Employer in obtaining qualified and competent employees, reserving to itself the right of first referral for potential employees, provided, however, nothing herein contained shall preclude Employer from employing workers on the open market. Whenever an employee is hired or rehired, Employer shall within thirty (30) days notify the Union in writing of the name and address of said employee.

3. Union agrees to furnish Employer with a memorandum showing the amount of dues payable as members of the Union by each of the employees covered by this Agreement. Likewise, Union agrees to furnish Employer with a memorandum showing the amount of initiation fees, if any, payable by each new member covered by this Agreement. Upon receipt of such memoranda and upon receipt of a signed authorization from the employee, Employer agrees to deduct dues and initiation fees from the wages or salaries of the respective employees pursuant to the aforesaid memoranda. Such written authorization shall be irrevocable for successive periods consistent with and coincident to the periods or dates of succeeding collective bargaining agreements between the parties hereto. Notwithstanding the foregoing, if any employee notifies the Employer and the Union in writing fifteen (15) days before the expiration of the time periods stated above of his wish to revoke its authority, the same shall be honored.

4. The Union will defend, indemnify, and save harmless the Employer against and from any and all claims, demands, liabilities and disputes arising out of or by reason of

action taken or not taken by the Employer for the purpose of complying with Section 3 of this Article.

5. If the Employer fails to remit deducted share fees, initiation fees, dues or contributions to the Union or the Funds as applicable, after thirty (30) days of the fifteenth of the month following their deduction, the Union may bypass the grievance procedure and file directly for arbitration. Notwithstanding anything in this Agreement to the contrary, if the arbitrator finds that the delinquency violates this Agreement, the arbitrator may award interest, at the prime rate, for the period that the delinquent amounts remained outstanding and may award the Union costs of the arbitration. As a condition to the Union’s proceeding directly to arbitration in the above manner, the Union must serve the Human Resource Department with at least fourteen (14) days written notice, via certified mail, of the delinquent fair share fees, initiation fees, dues or contributions after the above time period has passed.

ARTICLE III - MANAGEMENT RIGHTS

1. The Union recognizes that the Management of the Hotel and the direction of the working force is vested exclusively in the Employer, including, but not limited to, the right to schedule work; to assign work and working hours to employees; to establish quality and production standards and the most efficient utilization of his services; to hire, promote, transfer, discharge or relieve employees from duty because of lack of work; install and utilize the most efficient equipment; and to create or eliminate any or all operations or job classifications, subject to the seniority provisions herein contained. The Employer shall have the right to make and enforce reasonable rules for the conduct and appearance of employees not inconsistent with the provisions of this Agreement.

2. It is understood that all Management rights held prior to the execution of this Agreement, other than those specifically surrendered by this Agreement, continue to be retained by the Employer.

ARTICLE IV - CONTROL AND DISCHARGE

1. The Employer shall have the sole right to direct and control his employees. Employer reserves the right, which right is hereby recognized by the Union, to hire, retain, promote, demote, transfer, lay off, suspend, discharge or rehire according to the requirements of the business and according to skill and efficiency, giving due consideration to seniority. Employer shall have the unquestioned right to suspend or discharge employee for actions such as, but not limited to, dishonesty, willful misconduct, incompetence, drinking or drunkenness on the job, insubordination, other good cause, or participation in a proven, deliberate slowdown, work stoppage, or strike or violation of this Agreement; provided, however, the Union does not waive its right to grieve and arbitrate, nor is this section intended to affect the Employer’s burden of proving just cause when, in its opinion, there has been a flagrant miscarriage of justice.

2. The Employer agrees not to give any further consideration in subsequent disciplinary actions of any discipline that is beyond two (2) years (one year for attendance). This limitation does not apply to any discipline which impacts legal obligations e.g. harassment, discrimination, etc.

3. It is further understood and agreed that, as a condition of employment, Union members employed in the Employer’s Casino Hotel must be licensed under the Act. If a Union member fails to obtain such a license or loses such a license for any reason, he shall be released from employment, and such release shall not be subject to the grievance procedure of this Agreement nor shall any other action against the Employer, provided, however, that should the Union Member’s license subsequently be issued or reinstated, he will be eligible for re-employment if a vacancy exists in his job classification.

ARTICLE V - SENIORITY

1. For purposes of this Agreement, seniority shall be defined as length of continuous service from the employee’s last employment date.

2. The seniority of employees who successfully complete the ninety (90) days probationary period set forth in Article II, Paragraph 1 above, shall date from that employee’s date of hire and accrue only during active employment in the bargaining units.

3. Seniority shall be broken by any of the following events:

(a) Voluntary quit;

(b) Discharge for cause;

(c) Failure because of layoff or any other reason to perform any work for the Employer for six (6) months ( one (1) year for worker’s compensation ) to a period equal to the affected employee’s seniority at the time he last ceased active work for the Employer, whichever period is shorter, unless required to be longer, as an accommodation under state or federal law which extension or lack thereof, is not subject to the grievance and arbitration procedure. FMLA and NJFLA leave runs concurrently with leaves under this Agreement to the extent applicable.

(d) Failure to report to work on the next scheduled work day after the Employer sends notice of recall from layoff by telegram to the employee’s last known address, or failure to so report on the second scheduled work day after such notice is sent by registered or certified mail.

(e) Failure to report for work upon expiration of a leave of absence.

(f) Absence from work without notice to the Employer for two (2) consecutive work days.

4. Failure to report or failure to notify the Employer under Subsections (d), (e) or (f) shall not result in a break in seniority, if such failure is due to conditions beyond the employee’s control. Any loss of seniority under Subsections (d), (e) or (f) shall constitute a voluntary leaving of work without good cause.

5. Shop stewards will receive superseniority for purposes of layoff and recall assuming they are qualified to perform the existing work in the opinion of the Company. The Unions can only designate one shop steward per bargaining unit for this purpose.

ARTICLE VI - NO DISCRIMINATION

1. There shall be no discrimination against any employee because of Union membership or lawful Union activities or because of race, color, sex, age, creed, national origin, ancestry, or liability to military service.

2. The parties recognize and agree to comply with the Equal Employment Opportunity and Affirmative Action requirements of the New Jersey Casino Control Act and the Affirmative Action program adopted by the Employer in compliance therewith.

ARTICLE VII - VACATIONS

1. All employees covered by this Agreement at the conclusion of their first anniversary year of employment shall be entitled to one (1) week of vacation, with pay.

2. All employees covered by this Agreement who shall have been regularly employed for two (2) years, but less than eight (8) years, shall receive two (2) weeks vacation, with pay.

3. All employees covered by this Agreement who shall have been regularly employed for more than eight (8) years, but less than ten (10) years, shall receive three (3) weeks vacation, with pay.

4. All employees covered by this Agreement who shall have been regularly employed for more than ten (10) years, shall receive four (4) weeks vacation, with pay. The fourth week may, with mutual consent, be taken on a per day basis, provided the employee gives the Employer ten (10) days notice of the day to be taken.

5. Vacations shall be taken at the convenience of the Employer, but seniority shall be recognized in scheduling the same.

6. All employees who have completed more than one (1) year of employment whose employment is terminated for reasons other than cause, shall be entitled to a proration of earned vacation for the year in which the termination or retirement of said employee occurs.

7. Vacation time cannot be accumulated from year to year, but must be taken within the current calendar year.

8. Employees vacations shall be reduced on a prorated basis for any leave of absence consistent with the Employer’s leave policies for its unrepresented employees. Employees must use up to half of their vacation entitlement while on FMLA and NJFLA leave, as long as at least the same is required for the Employer’s unrepresented employees.

ARTICLE VIII - HOLIDAYS

1. All employees covered by this Agreement shall be granted a holiday with pay on the following days:

	New Year’s Day		January 1st
	Memorial Day		Last Monday in May
	Independence Day		July 4th
	Labor Day		1st Monday in September
	Veteran’s Day		November 11th
	Thanksgiving Day		4th Thursday in November
	Christmas Day		December 25th
	*Two Personal Days		To be taken during employee’s
			anniversary year

*At least one (1) week’s notice for personal holidays is required with Employer reserving the right of refusal when business conditions dictate.

2. When an Employee’s normal work shift includes a holiday and he will not be required to work on the Holiday, the Employer shall notify him at least seven (7) days before the holiday.

3. Holiday pay shall consist of eight (8) hours of straight-time pay. Employees who are required to work on a holiday shall be paid time and one-half (1 1/2) for work performed on said holiday in addition to the holiday pay.

4. In order to qualify for holiday pay, the employee must report for work on his last scheduled day before said holiday and his first scheduled day after said holiday, unless said requirement is specifically waived by Employer. If an employee is scheduled to work on a holiday but does not report for work, he shall not receive holiday pay unless he shall have been excused by his Employer from working on said holiday.

ARTICLE IX - HOURS OF WORK OVERTIME

1. The regular work week shall consist of five (5) consecutive days and the regular work day shall consist of eight (8) consecutive hours.

2. Time and one-half (1 1/2) shall be paid for all time worked in excess of eight (8) hours in any one day or in excess of forty (40) hours in any one week. There will be no pyramiding of daily or weekly overtime or premium pay under any of the terms of this Agreement.

3. If an employee is scheduled to work for any eight (8) hour shift, employee shall receive one-half (1/2) hour break, as near the middle of the shift as is possible, on Employer’s time.

4. Overtime and holiday time shall be paid for and shall not be compensated for by giving employee time off.

5. Four Ten Hour Shifts - Under this provision, the Employer shall have the right to establish four (4), ten (10) hour shifts. Overtime shall be paid for all hours worked beyond ten (10) in any one day or forty (40) in one week at one and one-half (1 1/2) times the basic hourly wage rate.

If the Employer utilizes this option after a sixty (60) day trial period, either party may notify the other in writing that it no longer desires to retain this provision in the Contract and upon such notice, this shift option shall terminate.

ARTICLE X - WAGES

1. All employees working in any of the classifications in the schedule annexed hereto shall be paid each week for services performed.

2. Attached hereto and marked “Schedule A” and made part of this Agreement are the wage scales applicable to the employees. The wage scale set forth in said schedule is a minimum wage rate only.

3. Whenever an employee shall be called out in an emergency, he shall be paid for no less than four (4) hours regardless of the number of hours actually worked by him.

ARTICLE XI - VISITATION

Representatives of the Union shall have the right to visit the Hotel at reasonable times in order to investigate matters covered by this Agreement and grievances hereunder. Said visits shall not be made at such time or in such manner as shall prevent the orderly operation of the Hotel business, and Union’s representatives shall notify the Employer’s Director of Industrial Relations or his designated representative immediately upon arrival at the Employer’s premises.

ARTICLE XII - BENEFITS

1. Welfare Fund: The Employer agrees to make contributions to the Union Welfare Fund as per “Schedule A” annexed hereto. All contributions are for all straight time hours paid, not to exceed 2,080 hours per year, for every employee covered hereby, retroactive to the first (1st) day worked on behalf of employees who have completed their probationary period.

In the event the Employer(s) determine that any other Participating Employer currently pays or is allowed by the Union to pay lesser contributions than the Employer, then at such time the Employer shall automatically reduce its contribution to the lowest rate of any Participating Employer. In the event the Union allows a Participating Employer to withdraw from the Fund and such Participating Employer obtains health insurance for its Union employees at a lower rate, then the Employer(s) may automatically reduce its Fund contribution to the same rate.

2. Pension Fund: The Employer agrees to make contributions to the Union Pension Fund as per “Schedule A” annexed hereto. All contributions are for all straight time hours paid, not to exceed 2,080 hours per year, for every employee covered hereby, retroactive to the first (1st) day worked on behalf of employees who have completed their probationary period.

3. Apprentice Training Fund: The Employer agrees to make contributions to the Apprentice Training Fund as per “Schedule A” annexed hereto. All contributions are for all straight time hours paid, not to exceed 2,080 hours per year, for each employee covered hereby, retroactive to the first (1st) day worked on behalf of employees who have completed their probationary period.

4. Such contributions shall be made for all hours which an employee gets paid, thus including payment for holidays and paid vacations.

5. Annuity Fund: The Employer agrees to make contributions to the Union Annuity Fund as per “Schedule A” annexed hereto. The Employer agrees to contribute twenty-five cents ($.25) per hour, per employee, for each hour worked by employees covered herein, to the Union Annuity Fund. The Employer agrees to contribute any other contribution specified in “Schedule A” annexed hereto, to the Annuity Fund on all hours worked or paid, including overtime hours, holiday and vacation.

6. The Union will have the right thirty (30) days prior to the end of each contract year to reallocate wage increases to the Health and Welfare Fund. Any money reallocated will be paid on straight-time hours worked or paid, not to exceed 2,080 hours in a contract year. Any money reallocated to the Health and Welfare Fund cannot be diverted back into wages.

7. If the Employer fails to remit deducted share fees, initiation fees, dues or contributions to the Union or the Funds as applicable, after thirty (30) days of the fifteenth of the month following their deduction, the Union may bypass the grievance procedure and file directly for arbitration. Notwithstanding anything in this Agreement to the contrary, if the arbitrator finds that the delinquency violates this Agreement, the arbitrator may award interest, at the prime rate, for the period that the delinquent amounts remained outstanding and may award the Union costs of the arbitration. As a condition to the Union’s proceeding directly to arbitration in the above manner, the Union must serve the Human Resource Department with at least fourteen (14) days written notice, via certified

mail, of the delinquent fair share fees, initiation fees, dues or contributions after the above time period has passed.

ARTICLE XIII - NO STRIKES, NO LOCKOUTS

Both the Union and the Employer recognize the service nature of the Hotel business and the duty of the Employer to render continuous and hospitable service to the public in the way of lodging, food and other necessary accommodations. Therefore, the Union agrees that it will not call, engage in, participate in, or sanction any strike, sympathy strike, work stoppage, picketing, sit - down, sit - in, boycott, refusal to handle merchandise, or other interference with the conduct of the Employer’s business for any reason whatsoever, including the dealing by Employer with non-union suppliers or deliverymen; nor will Union interfere with any guest or tenant at the Hotel engaged in selling or exhibiting non-union made merchandise or in so doing employing non-union help. Employer agrees that it shall not lockout its employees or any part of them covered by this Agreement. Any such action shall be a violation of this Agreement.

ARTICLE XIV - GRIEVANCES AND ARBITRATION

1. For the purpose of this Agreement, a grievance is defined as a complaint, dispute, or controversy between the parties to the application or interpretation of this Agreement. All grievances shall be presented by either party to the other within five (5) working days of their origin in order to be raised in a timely fashion. All grievances not raised in a timely fashion or not processed in accordance with the time periods set out below shall be considered waived and abandoned.

2. The following procedure shall be followed exclusively in the settlement of all grievances arising under this Agreement.

reduce the grievance to writing and present the written grievance to his supervisor within two (2) working days of the supervisor’s verbal response.

Step 2. If the grievance is not resolved in Step 1, then the shop steward shall forward the written grievance to the department head within three (3) working days of the response of the supervisor.

Step 3. In the event that the grievance is not adjusted satisfactorily after the timely presentation of the written grievance to the department head, then a meeting between the Union Business Agent and a designated representative of the Hotel shall be arranged.

Step 4. In the event that the grievance is not adjusted satisfactorily at Step 3, then the matter may be referred to the American Arbitration Association for final and binding arbitration within fourteen (14) calendar days of the unsatisfactory response to Step 3.

It is understood that the parties, by mutual agreement, may extend the time periods for processing grievances.

In the event that the Employer is the aggrieved party, the Employer may begin the processing of the grievance at Step 3.

Grievances shall not be processed by shop stewards or Union officials during working hours, unless mutually agreed to between the Union and the Company.

In the event that a grievance is referred to arbitration, the grievance shall be submitted to the Industrial Arbitration Tribunal of the American Arbitration Association with the request that the Association send to the parties a list of arbitrators pursuant to its procedures. A grievance in dispute shall be heard by the arbitrator, and his decision or award shall be final and binding upon the parties hereto. The expenses incident to the arbitration shall be borne equally by the Union and the Employer. Only one grievance at a time shall be heard by the arbitrator unless otherwise agreed to by the parties. The arbitrator shall not have the power to add to, subtract, or modify any of the terms of this Agreement.

ARTICLE XV - APPRENTICESHIP AND TRAINING PROGRAM

1. Each employer who employs at least ten (10), but less than twenty (20), engineers, excluding apprentices, shall, at all times he employs said number of engineers, employ at least one apprentice engineer. Further, each Employer who employs twenty (20) or more engineers, excluding apprentices, should, at all times he employs said number of engineers, employ at least two (2) apprentice engineers. There is no obligation to employ an apprentice at the end of the apprenticeship period.

2. Apprentice engineers will be compensated at the following rates during the period of training:

1st 6 months		60% of Mechanic “A” rate
2nd 6 months		65% of Mechanic “A” rate
3rd 6 months		70% of Mechanic “A” rate
4th 6 months		75% of Mechanic “A” rate
5th 6 months		80% of Mechanic “A” rate
6th 6 months		85% of Mechanic “A” rate
7th 6 months		90% of Mechanic “A” rate
8th 6 months		95% of Mechanic “A” rate

NOTE: Apprentice engineer compensation percent will be computed on the current rate for Mechanic “A.”

ARTICLE XVI - SAFETY

1. The Union and the Employer agree that it is in the best interests of all members of the bargaining unit to maintain a safe and healthy work place and to observe all safety requirements.

2. Violations of established safety policies and procedures shall be grounds for disciplinary action up to and including discharge.

ARTICLE XVII - NEW JERSEY CASINO CONTROL ACT

The parties hereto recognize and agree that the State of New Jersey Casino Control Act (P.L. 1977, c. 110) (the “Act”) and the rules and regulations thereunder contain provisions requiring the licensing of employees, the certifications of this and other provisions regulating and controlling “Casino Hotel” employees of the Employer, and that this Agreement is subject thereto in all respects.

ARTICLE XVIII - JURY DUTY

1. Eligible employees, as determined by established Company Policy, who serve as juror on regularly scheduled work day or days shall be paid the difference only between the amount received by him for such service and his daily base hourly rate for eight (8) hours to a maximum of ten (10) days for each call. Employee will provide his immediate supervisor with:

(a) Seventy-two (72) hours of notice of such case.

(b) Copy of court order to “appear.”

2. It is understood that employees will be expected to report to work if excused from Jury Duty during normal work hours which reasonably coincide with scheduled work time.

ARTICLE XIX - FUNERAL LEAVE

Members of the bargaining unit shall be permitted time off, with pay, to a maximum of three (3) scheduled work days, for the purpose of arranging and attending the funeral of a member of employee’s immediate family, defined as, mother, father, spouse, brother, sister, children, mother-in-law, father-in-law, and grandparents. Pay shall be the daily base hourly rate for eight (8) hours. The Employer reserves the right to require official notification and/or proof of death and attendance at funeral.

ARTICLE XX - SHOP STEWARDS

1. The Business Manager shall appoint a shop steward for each shift from among the bargaining unit employees, and the Employer agrees to recognize those individuals as such.

2. The Union agrees to notify the Employer in writing of the employees selected to serve as shop steward. There shall be no discrimination against a shop steward for the performance of his duties. Any infractions of the Agreement will be brought to the attention of the supervisor on the company time. The activities of the shop steward shall not reasonably interfere with the performance of his work duties and shall not interfere with the operations of the Employer.

3. In case of a workplace injury or illness, the supervisor shall notify the steward as soon as possible after the injury or illness, and the steward shall be given sufficient time to take care of the employee’s personal belongings.

4. An employee may request that a shop steward be present at any meeting where the employee is the subject of a disciplinary investigation.

ARTICLE XXI - GENERAL CONDITIONS

1. The Employer shall furnish shirt and trousers (and/or coveralls) and launder same at no cost to the employee. All clothing furnished by the Employer shall be returned on termination.

2. Notwithstanding anything in the Contract to the contrary, all paid non-working time including, but not limited to, meal periods, rest and coffee break periods, wash-up and changing times, granted during an eight (8) hour shift shall be limited to a total of one (1) hour, which will be handled by 1) a fifteen (15) minute coffee break midway during an employee’s first four (4) hours on the job; 2) a thirty (30) minute meal period at the middle of the employee’s shift; and 3) either, at the Employer’s designation, a fifteen (15) minute break added to the thirty (30) minute meal period or a fifteen (15) minute break at the end of the employee’s’ shift. Each Employer will notify the Union in writing and include the following waiver: “The Employer agrees to waive the Most Favored Employer Clause with respect to the break issue.”

3. The Employer may establish bi-weekly payroll, if all other employees of property have agreed.

4. This contract does not recognize oral agreements, understandings, or past practices. All such practices, side agreements, understandings, must be in writing and signed by Employer and Union to be enforceable.

5. Trades employees may be assigned to work at other properties owned and operated by their parent company if parent company owns or operates more than one property in Atlantic City. Employees shall be first offered the opportunity to take such assignment in accordance with their shop seniority, by shift. If an insufficient number of employees accept the offered assignment, employees shall be assigned in inverse order of shop seniority. In either case, the employee so selected must have the requisite skill and ability to perform the assigned work. Employees so assigned shall be paid at the rate of time and one-half (11/2) their base hourly rate for all hours worked on such assignment.

6. An employee shall be entitled to receive one (1) hot meal during the course of an eight (8) hour shift, as near to the middle of the shift as possible. If an employee is required to work overtime for four (4) hours or more beyond his regular shift, or is called out in an emergency and works for four (4) hours or more, he shall be entitled to a meal.

7. Company clothing may be exchanged on company time.

8. When pay day falls on a holiday specified in the Contract, employees shall be paid on the day before.

9. Possession of an appropriate trade license shall not be a prerequisite to a promotion to lead person for plumber and electrician.

ARTICLE XXII - MOST FAVORED EMPLOYER

this Agreement and become supplementary thereto. The Union agrees that upon demand of the Employer, it shall exhibit to the Employer, or its authorized representative, any agreement entered into with another casino-hotel in Atlantic City, New Jersey. A failure on the part of the Employer to insist upon the application of this section, whether said failure is intentional or a result of an oversight, shall not constitute a waiver of the Employer’s right to demand enforcement of this provision on other occasions. Nothing herein contained shall be interpreted to render this provision applicable to a hotel or motel which does not own or operate a casino in Atlantic City.

The parties agree that neither party may use the differences in “leased property language” that exists amongst the Employers in any dispute regarding the interpretation of language. Further, the Employers agree that none of them will use the Most Favored Nations Clause regarding “leased property”.

ARTICLE XXIII - SAVINGS CLAUSE

If any clause of this Agreement or portion thereof is found to be illegal or invalid, the remainder of the clause or provision shall remain unaffected, and all other provisions of the contract shall remain in full force and effect.

ARTICLE XXIV - TERM OF CONTRACT

1. This Agreement shall become effective May 1, 2006, and shall continue in full force and effect until midnight, April 30, 2011, and from year to year thereafter unless either party gives written notice to the other at least sixty (60) days prior to any expiration date as to its desire to modify or terminate this Agreement.

2. The Union anticipates negotiating new or amended contracts with other casino hotels and/or the Casino Hotel Association upon the expiration of the current contracts. The Employer shall have the right to exercise the option of adopting the first such contract as its own, provided such option is exercised at least sixty (60) days prior to April 30, 2011. If such option is exercised, the instant Contract shall remain in effect until such time as the new contract (with its appropriate retroactivity) becomes applicable. Such option shall

similarly be applicable at the expiration of such successive contract between the parties hereto. Any such contract shall contain the present Article XXII, “Most Favored Employer.”

3. Amendments, additions, and/or deletions to this Agreement, with the exception of powers under Article XXII and Article XXIV, Paragraph 2, will be null and void, unless in writing, and signed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written, in Atlantic County, State of New Jersey.

TROPICANA CASINO AND RESORT		INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68-68A-68B, AFL-CIO


/s/ [ILLEGIBLE]		/s/ Thomas P. Giblin
Vice President		THOMAS P. GIBLIN
In The Absence Of The President		Business Manager


		/s/ Dennis J. Giblin
		DENNIS J. GIBLIN
		President


		/s/ Michael V. Gann
		MICHAEL V. GANN
		Recording Secretary


		/s/ Edward Boylan
		EDWARD BOYLAN
		Business Reresentative

SCHEDULE “A”

TROPICANA CASINO AND RESORT

A. HOURLY WAGE RATES

CLASSIFICATION	5/1/06		5/1/07		5/1/08		5/1/09		5/1/10
Maint. Mech. Lead	$	25.10	$	25.75	$	26.45	$	27.20	$	28.00
Stationary Engineer	$	23.49	$	24.14	$	24.84	$	25.59	$	26.39
Maint. Mechanic “A”	$	23.10	$	23.75	$	24.45	$	25.20	$	26.00
Maint. Mechanic “B”	$	21.93	$	22.58	$	23.28	$	24.03	$	24.83
Maint. Mechanic “C”	$	18.90	$	19.55	$	20.25	$	21.00	$	21.80

RATE WITH $0.55 ADDED (Plus Pension)

CLASSIFICATION	5/1/06		5/1/07		5/1/08		5/1/09		5/1/10
Maint. Mech. Lead	$	26.85	$	27.60	$	28.40	$	29.25	$	30.15
Stationary Engineer	$	25.24	$	25.99	$	26.79	$	27.64	$	28.54
Maint. Mechanic “A”	$	24.85	$	25.60	$	26.40	$	27.25	$	28.15
Maint. Mechanic “B”	$	23.68	$	24.43	$	25.23	$	26.08	$	26.98
Maint. Mechanic “C”	$	20.65	$	21.40	$	22.20	$	23.05	$	23.95

OVERTIME RATE (WITH $0.55 INCLUDED) (Plus Pension)

CLASSIFICATION	5/1/06		5/1/07		5/1/08		5/1/09		5/1/10
Maint. Mech. Lead	$	40.28	$	41.40	$	42.60	$	43.88	$	45.23
Stationary Engineer	$	37.86	$	38.99	$	40.19	$	41.46	$	42.81
Maint. Mechanic “A”	$	37.28	$	38.40	$	39.60	$	40.88	$	42.23
Maint. Mechanic “B”	$	35.52	$	36.65	$	37.85	$	39.12	$	40.47
Maint. Mechanic “C”	$	30.98	$	32.10	$	33.30	$	34.58	$	35.93

Maintenance Mechanic “B” will be evaluated at not less than three (3) month intervals to determine eligibility for progression, based upon job performance, to the Maintenance Mechanic “A” classification and wage scale then in effect.

B. BENEFITS

BENEFIT	5/1/06		5/1/07		5/1/08		5/1/09		5/1/10
Welfare Fund	$	4.85	$	5.05	$	5.25	$	5.45	$	5.65
Pension Fund	$	2.80	$	2.90	$	3.00	$	3.10	$	3.20
Apprentice Training Fund	$	0.10	$	0.15	$	0.15	$	0.20	$	0.20

Annuity Fund

On Hours Worked:	$	0.25	$	0.25	$	0.25	$	0.25	$	0.25

On Hours Worked & Paid (Including OT, Holiday and Vacation):	$	4.30	$	4.50	$	4.65	$	4.80	$	4.95

On OT Hours:	$	6.70	$	7.00	$	7.22	$	7.45	$	7.67

Exhibit 10.13

AGREEMENT

between

ADAMAR OF NEW JERSEY, INC. ,

D/B/A

TROPICANA CASINO AND RESORT

and

UNITE HERE

LOCAL 54

TABLE OF CONTENTS

ARTICLE 1	RECOGNITION	2

ARTICLE 2	EMPLOYMENT	3

ARTICLE 3	CONTROL, DISCHARGE AND SENIORITY	9

ARTICLE 4	LEAVES OF ABSENCE	20

ARTICLE 5	GRIEVANCES AND ARBITRATION	22

ARTICLE 6	MEALS AND LOCKER FACILITIES	27

ARTICLE 7	SHOP STEWARDS	28

ARTICLE 8	NO DISCRIMINATION	30

ARTICLE 9	VACATIONS	31

ARTICLE 10	JURY DUTY	34

ARTICLE 11	HOLIDAYS	35

ARTICLE 12	HOURS OF WORK AND OVERTIME	38

ARTICLE 13	WAGES	41

ARTICLE 14	GRATUITIES	44

ARTICLE 15	HEALTH & WELFARE/PENSION & SEVERANCE	48

ARTICLE 16	VISITATIONS AND NOTICES	53

ARTICLE 17	NO STRIKES - NO LOCKOUTS	54

ARTICLE 18	MOST FAVORED EMPLOYER	55

ARTICLE 19	FUNERAL LEAVE	56

ARTICLE 20	MISCELLANEOUS PROVISIONS	57

ARTICLE 21	SUCCESSORS AND ASSIGNS	63

ARTICLE 22	TERM OF CONTRACT	64

WAGE AGREEMENT		65

SCHEDULE B	WAGE RATES FOR BANQUET EXTRAS	67

BARGAINING MINUTES		71

ATTACHMENTS		74

SCHEDULE A	WAGE RATES- Employees hired prior to 9/15/99	**

SCHEDULE A-1	TOP RATES	**

SCHEDULE A-2	WAGE RATES-Employees hired on or after 9/15/99	**

SCHEDULE A-2(2)

THIS AGREEMENT is made and entered into this 3 rd day of November 2004, between Adamar of New Jersey, Inc., d/b/a Tropicana Casino and Resorts , herein referred to as “Employer”, and LOCAL 54, affiliated with the UNITE HERE International Union, hereinafter referred to as the “Union”.

WHEREAS, the Parties hereto desire to cooperate to stabilize labor relations, by establishing general standards of wages, hours and other conditions of employment, and to ensure the peaceful, speedy and orderly adjustments of differences that may arise from time to time between the Employer and its employees without resort to strikes, lockouts, boycotts, slowdowns or other economic interferences with the smooth operation of the hotel casino business of the Employer.

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties hereto agree as follows:

ARTICLE 1

RECOGNITION

1.1 . Employer recognizes the Union as the sole and exclusive bargaining representative of the classifications of employees within their respective jurisdiction enumerated on Schedules “A”, “A1”, “A2”, “A-2(2)” and Schedule B annexed hereto, working in the establishment located at Brighton Ave. & Boardwalk, Atlantic City, New Jersey, operated and maintained by Employer in all matters relating to wages, hours, and working conditions such as may properly be the subject of collective bargaining, adjustment of grievances, and labor relations generally. The designated representatives of the Union and the Employer shall constitute their respective representatives in all matters that are properly the subject of collective bargaining. This clause shall apply to Employer’s successors, receivers and assigns.

1.2 . The Union recognizes the fact that there are employees not covered by this Agreement, and as to such employees it is agreed that neither the employment of them nor any action taken by them, including, but not limited to organizational activities engaged in by any other labor union, shall not constitute a grievance or be grounds for strikes, lockouts, boycotts, slowdowns, disruptive organizing activities or other economic interference with the continuous smooth operation of the Employer’s business.

1.3 . Job classifications expressly excluded from this Agreement are Clerical Employees, Professional Employees, Guards, Watchmen, and Supervisory Employees, as defined in the National Labor Relations Act, and all other employees.

ARTICLE 2

EMPLOYMENT

2.1. It shall be a condition of employment that all employees covered by this Agreement who are members in good standing in the Union on the effective date of this Agreement shall remain members in good standing and those who are not members on the effective date of this Agreement shall, on or after the 30th day following the execution of this Agreement or their date of employment, whichever is later, become and remain members in good standing in said Union. If any employee fails to comply with the requirements of this section, the Employer shall discharge said employee within seven (7) days of receipt of written demand.

2.2. All new employees, whether directed to the Employer by the Union or otherwise secured by the Employer, shall be requested to report to the Union Hall immediately with a form provided by the Employer. At the Union Hall, employees shall be requested to complete a health and welfare application and all other lawful documents required in connection with the application and administration of this Agreement.

2.3. When in need of any employees in Union categories, the Employer’s Employment Office shall apply to the Union. Within twenty four (24) hours after being so notified, the Union shall inform the Employer as to whether or not it is able to fill the request, provided however, the Union shall have twenty-four (24) hours after notifying Employer of its ability to supply the needed applicants, to dispatch said applicants to Employer’s Employment Office. If there is an immediate need declared by the Employer, which procedure shall not be abused, the Union shall dispatch said applicants within the time designated by the Employer, but in no event in less than twenty four (24) hours. If the Union advises the Employer within the times designated above that it cannot refer the applicants requested,

or if applicants satisfactory to the Employer for any reason fail to appear within the time designated, the Employer may resort to the open market to seek the required employees. If the Employer fails to comply with the provisions set forth in this Article, the Union shall have the right to require the immediate dismissal of the employee improperly hired and the right to refer the replacement for that employee.

2.4. Regular, seasonal and extra employees shall be defined as follows:

(a) Regular Employees:

Full time regular employee: One who is available to work and customarily scheduled to work thirty (30) or more hours per week shall be entitled to all benefits as defined in this Agreement. Part-time regular employee: One who is hired or transferred and customarily scheduled to work less than thirty (30) hours per week shall be entitled to all benefits as defined in this Agreement.

(b) (i) Seasonal Employee: One who works for a time period not to exceed one hundred twenty (120) consecutive calendar days between May first and September thirtieth. Seasonal employees will be specifically designated as such at time of hire and the Union and employee will be so advised in writing at that time.

(ii) Seasonal employees will report to the Union Hall before starting work. These employees shall not be covered by the provisions of Articles 9, 10, 11, 15 & 19.

(iii) If the seasonal employee works for more than one hundred and twenty (120) consecutive days, the employee will be paid retroactive to his/her first day of work at the rates applicable to a regular employee in his/her classification. Benefit contributions will also be paid retroactive as if s/he were a regular employee when hired. Nothing in this Agreement shall prevent

the Employer from terminating any seasonal employee at the end of the one hundred and twenty (120) day period or at September 30th without cause.

(c) Extra employees are those employees not covered in subsections (a) or (b), above. Extra employees are not covered by provisions of Articles 9, 10, 11, 15, 19 & 20(6) and (9) except as specifically provided therein.

2.5. The Employer will send to the Union on a weekly basis a log of referrals sent by the Union as provided below:

Name — Classification — Date/Time — No Show — Hired/Yes/No —Refer Again/Yes/No — Former Employee/Yes/No

The Union agrees the Employer will have the right to request specific individuals in writing not to exceed thirty percent (30%) of the number of hires in the preceding quarter.

2.6. New employees in the Union categories shall become members of the Union thirty (30) days following the date of employment. All new employees, however, shall be subject to a probationary or trial period of employment during the first ninety (90) days of employment. During an employee’s ninety (90) day probationary period the Employer may discharge said employee with or without cause, notwithstanding Union membership, and neither the Union nor the employee so discharged shall have recourse to the Grievance and Arbitration Procedures established by this contract. However, during the last half of the probationary period, the Union on behalf of the employee will have access to the grievance procedure but not the arbitration procedure. Such discharge shall also not be a breach of this Agreement. The probationary period may be extended by written mutual agreement of the Employer and Union.

2.7.

(a) The Union shall furnish the Employer, by the fifth of each month, a monthly dues reporting form showing the amount of dues, initiation fees and arrears, if any, payable to the Union by each of the employees covered by this Agreement. The Union shall furnish the Employer with signed wage deduction authorization forms from said employees, and upon receipt of same, Employer shall deduct the requisite Union dues and/or initiation fees. The Employer will deduct, by payroll deduction, any dues or initiation fees owed from the first paycheck of each month. If the employee has insufficient funds for the first week, it shall be deducted the next pay period in which sufficient funds are earned to cover the deduction. The entire amount of the monthly initiation or dues shall be deducted. The dues and report form shall be returned to the Union no later than the 20th of each month.

(b) The reporting form should be completed in its entirety. The deduction date should appear on the reporting form to the right of the amount due. All deletions, terminations, layoffs or other changes should also be dated and marked to the right of the amount due. All additions should be added to the bill and identified by the following:

NAME (last name first)

SOCIAL SECURITY NUMBER

CLASSIFICATION

DUES OR INITIATION FEES PAID

C - Change L - Layoff T - Termination R - Recall

LOA - Leaves of Absence RFL - Return from Leave of Absence

EXAMPLE

For House Use

Employee Name

Class.

SS No.

In. Fee

Dues

Date

Remarks

Smith, Pat

Food Server

123 45 6789

amt.

/ /

Jones, Lee

Room Attendant

987 65 4321

amt.

/ /

(c) The Employer shall supply the Union with names and Social Security numbers for all newly hired employees in the bargaining unit on a monthly basis. The late payment of dues deducted by the Employer shall bear interest at the rate of three percent (3%) per month. In the event the Union is required to exercise its rights under the Grievance and Arbitration Procedures of this contract to collect either the dues or the interest thereon, expenses of said arbitration including Union’s reasonable counsel fees, shall be borne solely by the Employer, provided the Union prevails in arbitration Failure to remit within the time stated by reason of an equipment failure or error in the Accounting Department shall be considered an excused delay.

2.8 The Employer shall furnish the Union with a quarterly list of all employees in the bargaining unit, including each employee’s name, social security number, department, job title, home address, phone number, ethnicity, date of birth, status (full time, part time, etc.) and date of hire. This report shall be in a computer-readable form in any one of the following media containing header information and a field record layout:

1. 3 1 / 2 “ diskette in Formatted Text (Space Delimited) format

2. CD ROM in Formatted Text (Space Delimited) format

3. ZIP Disk in Formatted Text (Space Delimited) format

4. Via e-mail transmission

2.9. The Union shall indemnify and save the Employer harmless against any claim made or any suit instituted by an employee against the Employer arising out of the Employer’s compliance with the provisions of this Article.

ARTICLE 3

CONTROL, DISCHARGE AND SENIORITY

3.1. The Employer shall have the sole right to direct and control its employees. The Employer reserves the right, which is hereby recognized by the Union, to recruit, hire, reclassify, retain, schedule, assign, promote, transfer, layoff/recall, discipline, discharge, or rehire according to the requirements of the business and according to skill and efficiency, giving proper and adequate consideration of seniority as hereinafter defined. The Employer shall have the unquestionable right to immediately suspend and/or discharge any employee for dishonesty, incompetence, intoxication, sale, use or possession of unlawful controlled substances on premises, insubordination, overt discourteous conduct toward a guest or patron, (1) or other just cause. The Union does not, however, waive its right to arbitrate. Nor is this Section intended to affect the Employer’s burden of proving just cause.

3.2. The Employer shall have the right to establish, amend and post rules governing and regulating the conduct of employees. Said rules shall not be inconsistent with the terms and provisions of this Agreement. Employee’s failure to abide with said rules following their posting shall constitute grounds for disciplinary action. House rules shall be mailed to the Business Agent assigned to the Employer fifteen (15) days before posting. If the Union feels that such rules are in violation of this Agreement, the Union shall grieve within the fifteen (15) day period through the grievance and arbitration process as outlined in this Agreement.

3.3.

(a) The Employer shall fully implement a progressive disciplinary procedure in all cases

(1)Bargaining Minute

other than those covered by Section 1 hereof, or otherwise stated herein. Upon the occurrence of an alleged infraction warranting, in the opinion of the Employer, disciplinary action, the Employer shall provide timely notice in writing to the employee of the alleged infraction forthwith supplying the Union or the shop steward of the department to which said employee is assigned with a copy thereof. In the following cases “timely notice” shall not exceed seven (7) calendar days from the date of the occurrence of said infraction: (a) absence (b) lateness (c) violations of departmental or house rules witnessed by a supervisor or manager within the employee’s department. If the Union disputes the validity of the allegation, it shall notify the Employer within seven (7) calendar days after the receipt of said disciplinary notice as specified in the grievance procedure outlined in Article 5. Upon the occurrence of a second alleged offense, the employee may be suspended without pay for up to three (3) days which includes any investigative suspension, and shall again be notified as stipulated above. A third infraction may be grounds for a discharge at the Employer’s option.

(b) Employees will be expected to sign all disciplinary notices upon receipt, but will not be disciplined should they refuse. An employee’s signature shall not constitute an admission of guilt.

(c) If the Employer fails to give written notice to the employee of the alleged infraction as required herein, said warning shall be considered invalid. (2)

(d) Twelve (12) months from the date of any warning notice given according to the provisions of this Article, it shall not be given any further consideration in subsequent

(2)Bargaining Minute

disciplinary actions. Nothing herein shall restrict the Employer in retaining required records. (3)

3.4. Approved personal leaves and those approved medical leaves of absence which are in excess of one hundred twenty (120) days will not be credited against the twelve (12) month period referred to above.

3.5.

(a) In the event an employee fails to report to work without notice to the Employer on two (2) occasions in any twelve (12) month period and said failure is not excused, said employee shall be subject to discharge at the option of the Employer.

(b) The Employer shall establish, as part of its house rules, the identity of the individual to be notified in the event of an emergency absence, or a specific telephone number to be called to provide such information.

3.6.

(a) In the event the Employer wishes to establish bumping and/or a point system for absenteeism, the employees will have the right to vote on adopting said systems, the format of which shall have been mutually agreed upon by the Parties.

(b) The Employer has implemented the Industry Attendance Policy attached hereto as Attachment 1.

(c) The Employer may not combine attendance track discipline with non-attendance track discipline. .

(3)Bargaining Minute

3.7. Seniority shall accumulate from and be calculated by continuous service from the last employment date with the Employer and on the basis of classification seniority within the department as determined by the Employer.

a) House seniority is an employee’s length of continuous service in years, months and days from his/her most recent date of hire into the bargaining unit by the Employer.

b) Classification seniority is an employee’s length of continuous service within the department (as determined by the employer), in years, months and days from his/her most recent date of hire into or transfer into his/her present classification within his/her respective department/outlet.

c) Shop Stewards shall have job classification seniority over all employees in that classification for all lawful purposes (i.e layoff, recall, and shift retention).

d) Seniority shall govern designation of days off, layoffs/recalls, shifts of work, choice of station or floor assignment if otherwise qualified, (4) and vacation selection subject to Employer’s establishment of designated work schedules. Employer may establish a rotation system, the method of which shall be determined jointly by Employer and Union. In such cases, if the Union and the Employer cannot agree, the Union shall have the right to file a grievance. Until said grievance is resolved, the current system shall remain in full force and effect.

e) Seasonal employees shall be laid off before regular full time or part-time employees. Layoff of seasonal employees shall be determined by their seniority among the seasonal

(4)Bargaining Minute

employees and they shall not have the right to recall. With respect to layoffs of regular employees, the Employer shall give five (5) days notice to the shop steward of its intention to commence layoffs, except for situations beyond the control of the Employer on the occasion of which, the Employer shall give notice to the shop steward as soon as possible.

f) When the Employer promotes an employee to another classification, the Employer will consider the employee’s house seniority, qualifications, and ability to perform satisfactorily the work in the other classification, and prior performance. Where more than one (1) employee applies for a promotion and they possess the necessary skill or qualifications, the senior employee shall be the one promoted. For purposes of this paragraph, a “promotion” shall be considered to be a transfer from one classification to another, regardless of any change in compensation. All promotional opportunities within the bargaining unit classifications shall be posted. The Employer will give consideration to qualified bargaining unit employees for these openings. Vacancies to be filled by promotion under this paragraph shall be posted for five (5) calendar days in a location to which employees have regular access. The Employer may fill the vacancy temporarily during the posting period.

g) When a regular employee changes classification and/or department, said employee shall retain seniority in the classification and/or department from which s/he transferred, for a period of fifteen (15) working days, which shall be a trial period, during which said employee may be returned to and will have the right to return to the former classification and/or department. without loss of seniority. However, the employee’s rate of pay shall be determined by the classification into which s/he transferred and his/her length of service to the Employer in classifications covered by this Agreement. With the exception of initial hiring and staffing when

a casino first opens; or unless otherwise determined as set forth in Section 7, employees with the same departmental classification seniority shall be permitted to bid for the available openings within their respective departments. The Employer shall in its sole discretion establish and define, from time to time, “departments” for this purpose. Such openings will be posted for five (5) days. The successful bidder(s) will be determined by seniority. The Employer will have the right to fill the openings in the interim period. For purposes of bidding bartenders, bar porters, and cocktail servers shall be considered one department and shall be permitted to bid within their respective classification for available openings.

h) (i) When the Employer permanently closes a department, unless the closing is caused by conditions beyond the Employer’s control, it will use its best efforts to notify the Union and shop steward thirty (30) days before the closing to allow the Union the opportunity to discuss the effects of the closing upon the employees.

(ii) If there is a temporary closing of a department, employees who transfer to other departments during the period of the closing will retain their seniority in the temporarily closed department for six (6) months or until the department reopens, which ever is sooner; it being understood, however, that the six (6) month period may be extended by written agreement between the Parties.

i) When a regular employee transfers into another department or is promoted within his/her department and job ladder, such employee, if laid off within one hundred eighty (180) days of his/her promotion, shall be allowed to return to his/her most recent classification, provided s/he does not displace a more senior employee. Upon return, seniority in that classification shall be calculated as though no promotion had occurred. Said employee shall not

accrue any seniority rights for time served in the promoted classification.

3.8. Seniority shall be deemed broken if a regular employee:

(a) Is discharged for cause;

(b) Is laid off in excess of six (6) months (except for employees laid off between October 1 and December 1, whose seniority shall be retained until the June 1 following their lay-off.)

(c) Fails to respond within seven (7) days to an offer of recall from layoff, sent by certified mail to the address last furnished to the Employer by the employee.

(d) Voluntarily quits;

(e) Takes a granted leave of absence in excess of three (3) months for other than illness, accident or medical disability;

(f) Is absent because of illness, accident not covered in sub-section (g) below, or medical disability in excess of six (6) months, unless the Employer extends in writing a leave of absence beyond six (6) months; or

(g) Is absent for six (6) months as a result of an injury sustained when in the employ of the Employer that is being covered by New Jersey Workers Compensation benefits, or for up to twelve (12) months provided the request for the extension beyond six (6) months is made according to the Employer’s established procedure.

3.9. In the event two (2) or more regular employees have the same departmental or room seniority and it is necessary to determine the most senior person, then the determination shall be

made on the basis of seniority in the bargaining unit within the “house” or Employer establishment. If this calculation results in two (2) or more employees again having the same seniority, then the determination of the most or more senior person shall be based upon the length of service in the classification in the hotel industry in Atlantic City. In the event employment records are not available to substantiate such length of service, then date of union membership may be used as evidence of such length of service.

3.10. GOURMET AND SPECIALTY DINING ROOMS. Where in a gourmet or specialty dining room, the Employer uses a captain and food servers in team service, day off assignments shall be made on the basis of the captain’s seniority.

3.11. Regular employees requesting any of the following must do so in writing to their department head. Employer will respond on the request form within seven (7) calendar days providing employee with a copy. Said form shall include a provision for the employee to designate their proxy for bidding purposes. Employees should state their seniority date on all written requests. Seniority, as herein defined, will determine who is granted the request where more than one (1) employee is requesting the same consideration:

(a) Vacation time**

(b) Leave of absence*

(c) Personal holidays**

(d) Classification or department change***

* No employee will be entitled to a leave of absence to work for another Employer.

** Regular employees who request time off for vacation weeks which have been selected after the final posting required by the agreement, or paid personal holidays on a form designated by

the Employer consistent with Article 9.6 (b), at least fourteen (14) days in advance and who do not receive an answer in writing from the Employer within seven (7) days from the date of their request shall be granted their request.

*** Employees who request a classification or department change must possess the necessary skills required by Employer. Furthermore, the Employer may use a poor work record as the basis for denying such a request.

NOTE: An employee absent on leave or vacation, in order to exercise bid rights while absent, must designate on a vacation or leave form a proxy stating that another employee or a shop steward may exercise the bid rights for the absent employee. The actions or inaction of a designated representative shall be binding on the absent employee and shall not be subject to grievance and arbitration procedure.

3.12. If a regular employee leaves his/her employment with Employer to assume an elected office or an appointed paid position with the Union, seniority shall accumulate and continue unbroken for the period of Union service for a period not to exceed twelve (12) months. This period may be extended by mutual agreement of the Employer and the Union.

3.13. An employee leaving his/her employment with Employer to enter the military service of the United States shall, upon discharge, be entitled to reinstatement to his/her former position pursuant to the provisions of law so made and provided.

3.14.

(a) Pursuant to the provisions of the New Jersey Casino Control Act and the rules and regulations promulgated thereunder, employees of a casino hotel will be required to satisfy the requirements of the New Jersey Casino Control Commission and to be licensed by said

Commission. A failure to obtain and/or maintain said license or to otherwise comply with the New Jersey Casino Control Act and the rules and regulations promulgated thereunder shall be grounds for immediate discharge and said discharge shall not be subject to the grievance procedure of this Agreement nor shall it be a breach of this Agreement.

(b) In the event the license of an employee so discharged for revocation is restored finally as the result of an appeal proceeding before the New Jersey Casino Control Commission or the Courts, said employee shall be entitled to reinstatement without break in seniority, but shall not be entitled to any back pay or benefits for the period of his/her separation. Said employee will replace the employee holding the lowest seniority number in the assigned job classification in their prior department. The reinstated employee will be permitted to bid using his/her seniority number on the first occasion of a bid opportunity, subsequent to their reinstatement, according to the seniority provisions contained in this Agreement. Notwithstanding the provisions of this section, an employee may only be out seven (7) months on a leave due to a Casino Control Commission license withdrawal or suspension:

(c) In the event the license of an employee lapses or expires, such employee will be conditionally discharged and will be entitled to reinstatement to his/her former position without loss of seniority if, within fourteen (14) days of such discharge the employee applies for the license that lapsed or expired and reports back ready for work within fourteen (14) days of obtaining said license.

3.15 In the event that an employee who has successfully completed his/her probationary period has a problem with his or her right to work in the United States, the Employer shall notify the Union in writing as soon as the problem is known. Upon the Union’s request, the Employer shall meet with the Union to discuss the nature of the problem to see if a resolution can be

reached. The Employer agrees that it will notify the person designated by the Union with names of those employees whose work authorizations are going to expire who have been so notified by the Employer.

Upon request, employees shall be released for up to five (5) unpaid working days during the term of this Agreement in order to attend to Immigration and Naturalization Service (“INS”) proceedings and any related matters for the employee only. The Employer may request verification of such absence. An employee who has successfully completed his/her probationary period who is not authorized to work in the United States and whose employment has been terminated for this reason shall be immediately reinstated to his or her former classification without loss of prior seniority provided the employee produces proper work authorization within six (6) months of the date of termination. Employees do not accrue vacation or other benefits . based upon particular Plan policies during such absences.

ARTICLE 4

LEAVES OF ABSENCE (5)

4.1. The Employer will not arbitrarily or unreasonably deny a personal leave of absence of up to three (3) months requested by an employee in writing that explains the purpose of the leave; it being understood, however, that only one personal leave of absence may be applied for and received by an employee under this section during his/her anniversary year.

4.2. An employee will not be entitled to a personal leave until s/he has completed one hundred eighty (180) working days of employment, and an employee will not be entitled to a medical leave until s/he has completed ninety (90) days of employment.

4.3. Before a medical leave or extensions thereof are granted, the employee must provide his/her department head with a verifiable doctor’s report, including a description of the specific injury or illness suffered and an anticipated return to work date, which subsequently will be kept current should it change. Before being allowed to return to work from medical leave, the employee must notify his/her department head at least five (5) days before the date of his/her actual return and provide a doctor’s note specifically noting that there are no medical restrictions that limit the employee’s ability to do his/her job or that the limitations do not prohibit the employee from performing any of his/her positions’ essential functions, with or without reasonable accommodations.

4.4. No authorized leave of absence will be deemed to exist under this Agreement unless requested by the affected employee in writing and granted in writing by the Employer; it being understood, however, that when an emergency arises, a leave may be requested and granted

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orally and that the request and the approval will promptly be reduced to writing after the emergency abates.

4.5.

(a) An employee will be allowed a family or medical leave as provided for by the Federal Family and Medical Leave Act and the New Jersey Family Leave Act.

(b) The parties recognize that the leaves of absence that may be granted in Paragraphs 4.1 and 4.3 above, including leaves for worker’s compensation, encompass leaves that may be taken under the NJFLA and FMLA and that these leaves will run concurrently with any leave granted above.

(c) The Employer may transfer employees on intermittent or reduced schedule leave. Prior to transfer, the Employer will advise the Union of the transfer and the reasons therefor. The decision to transfer an employee will not be unreasonable.

ARTICLE 5 (6)

GRIEVANCES AND ARBITRATION

5.1. All timely grievances arising between the Parties hereto, unless otherwise stipulated herein, involving questions of interpretation, or application of any clause in this Agreement, or in any acts, conduct or relations between the Parties, directly or indirectly, which arise out of this contract, shall be resolved by utilization of the following method:

(a) Step 1(a) - The employee represented by the shop steward, shall first attempt to resolve his/her grievance with the department head. (7)

(b) Step 1(b) - In the event the grievance is not resolved at Step (a) above, the employee must file a written grievance with the Union. Said written grievance shall be submitted for resolution to the Employer’s Labor Relations Representative no later than seven (7) calendar days after the receipt of the disciplinary notice by the employee or seven (7) days after receipt of the Step 1 (a) decision, whichever is later. Non-disciplinary grievances must be filed within thirty (30) calendar days of the event giving rise to the grievance or from the date of Union knowledge of that event whichever is later, except for grievances involving payroll errors which are not required to be filed within that time period and grievances related to House rules which shall be governed by the provisions of Article 3, section 3.2. “Union knowledge” shall mean a business agent or officer, which shall include the Shop Steward having jurisdiction over the affected area. The Union shall not be precluded from pursuing any non-disciplinary grievance that would otherwise be untimely based on the “Union knowledge” of the Shop Steward;

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however, with the exception of payroll errors, the Employer is such cases will not be liable for back pay or other financial liability, if any, that accrued prior to the date of the filing of the grievance. Payroll errors, which do not include any interpretational questions include, but are not limited to, such matters as failing to pay for hours/overtime hours; data input errors on rate of pay; non-payment of benefit fund contributions for employees eligible to receive contributions on their behalf; and calculation of annual vacation payments, attendance bonuses and holiday pay. If not otherwise resolved, the Employer shall conduct a meeting to resolve the grievance within fourteen (14) calendar days of the receipt of the grievance at the Employer’s Labor Relations Office (8) unless said time period is mutually extended by the Parties. Although a supervisor is not required to attend a meeting, the Employer will make a good faith effort to have currently employed supervisors who the Employer believes are fact witnesses attend meetings. The Employer will advise the Union whether or not that supervisor will attend a meeting or if scheduled to attend, that s/he has become unavailable. If the supervisor does not attend, the Union may go forward with the meeting, or must immediately request to reschedule the meeting or must notify the Employer that it declines to hold the meeting. A written decision will be rendered to the Union within seven (7) calendar days of the date of the meeting or the date of the Union’s notice to the Employer declining to attend a meeting.

5.2. Resolution Conference - Within fourteen (14) calendar days of the Employer’s decision in Step lb, either party may request a resolution conference with the other party. The resolution conference must be held within ten (10) calendar days of the request. Representatives from both parties who are designated to attend the resolution conference must have authority to

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resolve the dispute.

5.3. Arbitration - If the dispute is not resolved at either the meeting or the resolution conference, timely grievances may be submitted to expedited arbitration, or arbitration. Unless there is an agreement to use the expedited procedure, a request must be submitted to the American Arbitration Association (A.A.A.) with a copy to the Employer in writing within fourteen (14) calendar days of the Employer’s decision or the resolution conference, whichever is later. During the fourteen (14) day period the parties may agree to use a mutually selected arbitrator.

5.4. The expedited arbitration procedure may be utilized for timely grievances where the parties mutually agree.

(a) Arbitrators for expedited arbitration hearings will be selected from rotating panels of three arbitrators each. The rotating panels will be made up from a list of twenty (20) arbitrators mutually selected on an annual basis to coincide with the effective date of this Agreement. Arbitrators are selected from the panel by the Union and the Employer each striking one (1). The parties agree that the panel will be set up in a manner to ensure a pre-arranged random formula. The arbitrators for expedited arbitration shall be selected within fourteen (14) calendar days from the date of the agreement for use of this procedure.

(b) Representatives of the Parties at an expedited arbitration shall be limited to a business agent for the Union and a member of the Labor Relations staff for the Employer, except as otherwise agreed to by the parties. A decision shall be rendered in writing within seventy-two (72) hours without the aid of transcripts or briefs.

(c) The Employer and the Union have the exclusive right to cancel the expedited

arbitration procedure, as provided herein, at any time during the term of this Agreement. Such cancellation shall not be subject to the grievance and arbitration provisions of this Agreement.

(d) Decisions rendered in expedited arbitration shall not be introduced or referred to in any other arbitrations, or expedited arbitrations.

5.5. If the parties are unable to agree to an arbitrator within the time period referenced in Section 5.3 above, they will request a panel from the A.A.A. and will attempt to select an arbitrator within ten (10) calendar days of receipt of the panel. If unsuccessful, the parties will request a second panel of seven (7) arbitrators. The parties will attempt to select an arbitrator from this second panel within ten (10) days of receipt of the panel. If unsuccessful, the parties will request a third and final panel of seven (7) arbitrators. During the last selection process, the parties will alternately strike arbitrators’ names, via telephone, and the last name remaining shall be designated the arbitrator. (9)

5.6. The Employer and Union may agree to use a permanent rotating panel of arbitrators.

5.7. The following shall apply to arbitrations and expedited arbitrations:

(a) The cost of the arbitrations will be borne equally by the Union and the Employer.

(b) The arbitrator shall have no authority to alter, amend, add to, subtract from, or otherwise change the terms and conditions of this Agreement.

(c) The decision and award of the arbitrator shall be final and binding on the Parties.

(d) For payroll errors, the Employer shall be liable for a period not to exceed two (2) years from the date of grievance.

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5.8. Failure to meet the time limits contained in this Article shall cause the grievance to be irrevocably resolved against the Party missing the time limit.

5.9. In any disciplinary case, evidence of comparative treatment of employees shall be inadmissible for the purpose of challenging the propriety of discipline imposed.

5.10 The Parties agree to allow grievances to be heard in front of a mutually agreed upon individual with agreement by both parties. The Parties may agree to have the decisions binding.

ARTICLE 6

MEALS AND LOCKER FACILITIES

6.1. Employer shall maintain an employees’ cafeteria. Said cafeteria shall be well-ventilated and kept in a sanitary condition. Employer shall provide one (1) meal per six (6) hour shift, at no cost to the employee. All employees working on a shift of more than six (6) hours, cocktail servers on six (6) or more hour shifts, shall be relieved of their duties and be provided a paid meal period of thirty minutes. Said meal shall be on Company time unless the employee declines the meal period offered by the Employer. Bartenders, who cannot be relieved from their stations for meals, shall be provided a snack at their station. In such instances as meals are provided, the food so provided will be wholesome. Where practical and consistent with the business needs of the Employer, a meal period will be provided as close to the middle of the shift as possible under the circumstances.

6.2.

(a) The Employer shall provide clean, well ventilated locker facilities with lockers and/or garment bags. Said facilities shall be kept in a secure condition at all times.

(b) The Employer shall have a shop steward present, if available, in the event employee lockers/employee garment bags are inspected, provided, however, it is expressly understood and agreed that this provision shall not apply where the locker or employee garment bag inspection is initiated by any local, State or Federal law enforcement or regulatory authority.

(c) Employees shall cooperate at all times in the maintenance of the lockers/employee garment bags and cafeteria facilities in a clean, secure and orderly fashion.

ARTICLE 7

SHOP STEWARDS (10)

7.1 The Union shall select or the employees may elect shop stewards from the regular employees covered by this Agreement. The allocation and assignment of Shop Stewards shall be determined by the Union. The number of Shop Stewards shall not exceed seventy-five (75). The Union and Employer agree to review and consult on the number of Shop Stewards periodically, but no later than one (1) year from the effective date of the CBA. The Union shall notify the Employer of the group each Shop Steward is assigned to represent. It shall be the duty of the shop stewards to see that all Parties to this Agreement comply strictly with its terms, including the seniority provisions of Article 3. The activities of the shop steward shall not interfere with the performance of their work for, or the operations of, the Employer.

7.2 In the event that it shall be necessary for the Employer to layoff employees for any reason, the shop stewards shall be the last employees in their respective departments to be laid off by the Employer. Each Shop Steward shall have seniority over all employees within their own classification within the group represented by the steward for all lawful purposes (i.e. layoff, recall and shift retention). In the event that two or more Shop Stewards from the same classification and same shift represent the same group of employees, only the more senior Shop Steward (as per Article 3.9) shall have such super-seniority. Under no circumstances does this provision recognize or provide rights to a Shop Steward who is on an “on call” shift.

7.3 The Employer shall not discriminate against the shop stewards because of their activities as such.

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7.4 When practicable, shop stewards shall be scheduled to be off without pay to attend Union meetings provided at least one week’s notice has been given of the meeting date to the designated Employer representative.

7.5 Labor-Management Cooperation - The Employer and the Union agree that good employee morale and high productivity are in the best interests of all parties. In order to encourage good morale and high productivity, the Employer and the Union agree that upon request by either party, not more than once every other month, to participate in meetings for the purpose of discussing problems, employee suggestions, methods of improving morale or productivity, and other subjects. Such meetings shall include employees designated by the Union, Union representatives, supervisors and other management personnel designated by the Employer. Union and Employer representatives shall attempt to agree on the agenda and time schedule in advance. Both the Employer and the Union shall give due consideration to the views of the employees expressed in meetings. Nothing herein shall in any way obligate the parties to agree to modify any provision of this Agreement or to agree to any request or suggestion which may be made at such meetings. Nothing contained herein shall require or prohibit that such meetings be held during employees’ work time. This shall not prohibit the Employer from holding its own departmental meetings for any departmental employees separate and apart from the meeting referenced herein. Notwithstanding the above, either party can eliminate these meetings, by mutual agreement, within thirty (30) days written notice.

ARTICLE 8

NO DISCRIMINATION

8.1. There shall be no discrimination against any employee because of Union membership or lawful Union activities, or because of age, race, religion, sexual preference, creed, color, national origin, ancestry, marital status, sex, liability for service in the Armed Forces of the United States, because of a mental or physical disability (where reasonable accommodations may be made to allow for such disability without causing an undue hardship on the operation of the business of the Employer), or because an employee is a rehabilitated offender eligible under Section 91 of the New Jersey Casino Control Act, subject to the provisions of Section 89 and 90 of the Act.

8.2. The Union shall cooperate with the Employer in operating in strict conformance with an Affirmative Action Plan as required by the provisions of the New Jersey Casino Control Act and the rules and regulations promulgated in accordance therewith.

ARTICLE 9

VACATIONS

9.1. All regular employees covered by this Agreement, at the conclusion of their first anniversary year of employment shall be entitled to one (1) week of vacation with pay, which pay shall be equal to two percent (2%) of said employee’s gross straight time earnings during said initial period of employment.

9.2. All regular employees covered by this Agreement who shall have been regularly employed for two (2) years but less than eight (8) years shall receive two (2) weeks vacation with pay, which pay shall be equal to four percent (4%) of said employee’s gross straight time earnings during the anniversary year immediately preceding the vacation date. In computing “gross straight time earnings,” the previous year’s vacation pay shall not be included.

9.3. All regular employees covered by this Agreement, who shall have been regularly employed for more than eight (8) years shall receive three (3) weeks vacation with pay, which pay shall be equal to six percent (6%) of said employee’s gross straight time earnings during the anniversary year immediately preceding the vacation date. In computing “gross straight time earnings,” the previous year’s vacation pay shall not be included.

9.4. In computing “gross straight time earnings,” the earnings of “tipped employees” shall be based upon the minimum wage and not the cash wage.

9.5. Vacation pay shall be given to the employee on the second pay day following his/her anniversary date regardless of when vacation is taken. If there is a failure to make a payment at that time, the employee shall be paid within 24 hours of his/her demand of his/her check. Vacation pay shall be given by separate check and not included as part of the regular payroll

check.

9.6.

(a) The Employer shall have the sole right to determine when vacation shall be taken. Notice shall be posted in each department regarding the dates on which vacations may be taken in said department, after which the employees would, in said department, based upon seniority, select vacation dates. No employee shall be obliged to take vacation at the time designated by the Employer unless the Employer shall have given said employee three (3) months advance notice of the projected vacation schedule. Conversely, the Employer shall not be obliged to give vacation at a time requested by employee unless employee shall have made his/her request three (3) months prior to the requested date.

(b) The Employer shall post vacation availability dates on August 1st for the following: December, January and February; November 1st for the following: March, April and May; February 1st for the following: June, July and August; and May I for the following: September, October and November. On the posting dates of August 1, November 1, February 1 and May 1, the following procedure shall be followed: On the first, the Employer shall post vacation availability dates; from the first to the fifteenth, the Employees shall select their preferred vacation dates; from the fifteenth to the twenty-second the Employer will respond to the selections on the basis of seniority and post the selected list; from the twenty-third to the thirtieth, the Employer shall resolve any conflicts among employees by order of seniority. The final list of selections made by seniority shall be posted by the end of the month. Thereafter, vacation selections shall be made on a first come first serve basis. (11)

9.7. An employee who is not in the employ of the Employer on the anniversary date of

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his/her employment, shall not be entitled to vacation pay or any part thereof. It is not intended that this provision shall preclude pro rata vacation pay to persons retiring by reason of illness or longevity, nor is it intended to adversely affect employees whose right to vacation had fully accrued and vested before discharge.

9.8. Steady chain gang employees shall be paid vacation according to the provisions in this Article.

ARTICLE 10

JURY DUTY

10.1. Regular employees who serve as jurors on a regularly scheduled workday or workdays, shall be paid the difference only between the amount received by him/her for such service and his/her daily base hourly rate for their regularly scheduled shift to a maximum of ten (10) days for each call.

10.2 Employee will provide his/her immediate supervisor with:

(a) Seventy-two (72) hours notice of such case;

(b) Copy of court order to “appear”;

10.3 It is understood that employees will be expected to report to work if excused from jury duty during normal work hours that reasonably coincide with scheduled work time. The Employer shall have the right, at any time, to have any employee called for jury duty relieved in any manner permitted by law.

ARTICLE 11

HOLIDAYS

11.1. All regular employees covered by this Agreement shall be granted a holiday with pay on the following days: New Year’s Day, Martin Luther King’s Birthday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. In addition thereto, each regular employee shall receive his/her birthday as an additional holiday and shall receive one (1) personal holiday.

(a) In the event the Employer decides that additional employees will be offered a day off on a contract holiday over and above those employees scheduled off on such days, the Employer will post the number of available openings for days off and grant such requests on the basis of seniority by shift.

(b) Regular employees shall give the Employer two (2) weeks notice of the date on which they desire to take their personal holiday.

(c) Where two (2) or more employees choose the same date for a personal holiday, seniority shall govern and seniority ties shall be broken as set forth in Article 3, Section 3.9, above.

(d) The Employer shall have the right to decline to schedule a personal holiday in any workweek in which the Employer’s operation is or would thereby be impaired.

(e) Employees who have requested, but have not been granted their contractually entitled personal day off, will be paid a regular shift’s pay in the first pay period following their anniversary date, at the rate the employee is being paid at that time.

11.2. To qualify for holiday pay, the employee must have been scheduled to work during

the pay week in which the holiday falls, and must have reported for work on his/her last scheduled day before said holiday and the first scheduled day after said holiday, unless said requirement is waived, in writing, by the Employer. If an employee is scheduled to work on a holiday, but does not report for work, s/he shall not receive holiday pay unless excused by the Employer from working on said holiday.

11.3 . Regular employees who do not work on a holiday as specified in the aforementioned list shall receive for such holiday the regular day’s pay at straight time. Should it be necessary for the employee to work on any of the above holidays, s/he shall receive his/her regular straight time pay in addition to the holiday pay. If the holiday on which the employee is required to work falls on the sixth or seventh work day of the week for said employee, the employee shall be paid at the rate of one and a half (1 1 / 2 ) times his/her hourly rate for the time worked in addition to his/her holiday pay. If, however, employees elect to reduce the workday to less than eight (8) hours, the premium pay for overtime on a holiday as set forth above shall not accrue until the total hours worked during the week in which the holiday falls exceed forty (40) hours. Similarly, if an employee required to work on a holiday is required to work more than eight (8) hours on said day, s/he shall receive two and one-half (2 1 / 2 ) times the employee’s regular rate for each hour worked in excess of eight (8) hours on said holiday.

11.4. Holidays shall be celebrated on the day designated by the Federal Government as a legal holiday. This provision shall not apply to holiday provision for Christmas Eve and Day, New Year’s Eve and Day that will be recognized on their traditional date.

11.5. Employees shall be entitled to receive holiday pay notwithstanding the fact the holiday falls during their vacation period.

11.6. December 24th, from 6:00 p.m. to midnight, employees who actually work shall receive two times (2x) his/her regular hourly rate for such work as total compensation.

11.7 . New Year’s Day (the twenty-four [24] hour period commencing at 12:01 a.m., January 1), employees who actually work shall receive two times (2x) his/her regular hourly rate for such work as total compensation.

Example :

1. Employee A	Employee B

8:00 pm to 4:00 am Dec 31 - Jan 1	8 am to 4 pm Jan 1

Hours of Pay	Hours of Pay
4 - straight time for 8 pm to midnight Dec 31	8 - straight time for 8 am to 4 pm
8 - double time for midnight to 4 am	8 - Holiday pay

2. 8 pm to 4 am Jan l - Jan 2

Hours of Pay
8 - straight time for 8 pm to 4 am Jan 1 - 2
8 - Holiday pay

11.8 . Steady chain gang employees shall receive holiday pay for any contract holiday actually worked.

ARTICLE 12

HOURS OF WORK AND OVERTIME

12.1.

(a) Eight (8) hours constitutes a shift of work, but does not guarantee work. Employees who report to work for a scheduled shift, and are sent home at the direction of the Employer prior to completion of half of their shift, shall be guaranteed pay for half of their scheduled shift. The Company shall use its best efforts according to its business needs to schedule senior employees in the various departments with the maximum straight-time hours customarily scheduled by the departments. (12)

(b) If said employee is sent home at the direction of the Employer after completion of more than half of their shift, employees will be guaranteed pay for their full shift. Employees on overtime will be sent home prior to all other employees. Employees working a mandatory six (6) day workweek will, on their regularly scheduled day off, be granted voluntary early outs, prior to all other volunteers. Voluntary early outs will be granted first to employees whose shift ends closest to the designated early out time. Seniority will determine who shall receive the early out if two or more employees meet the above criteria.

(c) Management will post work schedules with a starting time and a finishing time. Where employees other than casino cocktail servers are scheduled for less than eight (8) hours, and work more than their scheduled time, they shall be paid time and one half ( 1 1 / 2 ) for those hours worked past their scheduled time.

(d) It is understood and agreed that six (6) hours, inclusive of a one-half ( 1 / 2 ) hour lunch

(12) Bargaining Minute

period, shall constitute a normal shift for cocktail servers in the casino, provided, however, the Employer shall at all times have the right to schedule said casino cocktail servers for additional daily hours on weekends, holidays, in emergencies and as required by the needs of the business.

(e) The normal workweek shall consist of five (5) days, provided, however, it is expressly understood and agreed that this shall not constitute a guarantee of work, and the workweek may fluctuate according to the needs of business.

12.2 . Overtime at the rate of time and one-half (1 1 / 2 ) shall be paid for all work performed over eight (8) hours in any workday and over forty (40) hours in any workweek, provided, however, that there shall be no pyramiding of daily and weekly overtime and the employee shall receive only one (1), whichever is greater. The overtime rate for tipped employees shall be as provided by the New Jersey Minimum Wage Law. The Employer is required to give the employee notice of no less than one-half ( 1 / 2 ) a scheduled shift in instances requiring forced overtime, except in the replacement of employees who call out, in which case the Employer can require overtime on a one-to-one replacement basis with two (2) hours notice. Employees who are forced to work overtime will be given ample time to make arrangements to work the overtime. Employees will not be required to work overtime hours when such hours would not allow for a minimum of eight (8) hours between those forced hours worked and the start of the employee’s next regularly scheduled shift.

12.3.

(a) Regular employees shall have two (2) designated days off, which days off will be posted at least one (1) week in advance. The Employer shall not change the days off designated for an employee in any particular workweek unless the employee has been given three (3) days’

prior notice of the intended change or unless mutually agreed upon. Nothing herein contained shall prevent the Employer from re-designating the regular days off. All employees other than food servers shall receive time and one-half (1 1 / 2 ) for working on a regularly scheduled day off. Food servers shall receive double time for such work.

(b) It is expressly understood and agreed that nothing herein shall preclude the Company from scheduling employees to work a workweek of more than five (5) days in order to satisfy business needs, in which event employees so scheduled shall be entitled to only one (1) designated day off.

12.4. An employee shall receive pay for overtime as set forth in Section 12.2 above and shall not be compensated by time off.

12.5. The Employer may reduce the workweek without limitation and without penalty, however, seniority rights shall be protected.

12.6. In emergency situations when employees are called back to the job after having completed their regular work shift, said employee shall be paid for no less than four (4) hours of work.

12.7. Where time sheets are in use that require employee verification, only the employee will sign such verification.

ARTICLE 13

WAGES

13.1. Attached hereto and made a part of this Agreement as Schedule “A”, Schedule “A-1”, Schedule “A-2”, Schedule A-2 (2) and Schedule B is the wage scale applicable to the Employer. The wages set forth in these Schedules are minimum wage rates only. No employee shall suffer a reduction in wages as a result of the minimum wage scales set forth. If at any time, the Federal or State minimum wage laws applicable to the hotel industry provide for rates more than those stated herein, said wage rates shall be adjusted to conform to a rate equal to five percent (5%) above the legal minimum. Where, however, the minimum wage scale recited herein exceeds Federal or State minimum wage rates, the rates set forth in this contract shall prevail. Regarding wage rates set forth in the attached schedule which may be below the applicable Federal or State minimum wages, it is acknowledged that credit for gratuities and/or food and lodging, where applicable, were considered in arriving at said rates. The Union shall encourage employees to execute tip declaration reports or tip acknowledgment slips upon presentation by the Employer.

13.2 . Regular employees in the employ of the Employer who have successfully completed their probationary period shall receive no less than the wage rates for their classification set forth in the Schedules.

13.3. If any employee is assigned to perform the work of a higher rated employee temporarily, for a period exceeding one (1) day in any month, then said employee shall receive the higher rated salary for the period actually served in that position. Notwithstanding the above, employees may be called upon to substitute for other employees in other positions for meal and rest periods without affecting their wages. In no event, however, shall any employee receive a

reduction in wages if the job that s/he is temporarily assigned is a lower rated position.

13.4. The Employer shall not levy any fines or penalties of any kind against the employees, but individual employees shall be held responsible for cash, checks, uniforms or merchandise entrusted to them.

13.5. Errors made by the Employer resulting in the loss of one (1) day’s pay or the equivalent will be adjusted on the employee’s next scheduled workday. (Applies to non-tipped classifications only.)

13.6. An employee hired on or after September 15, 1991, who has worked 1,200 or more hours during the twelve (12) months preceding his/her hire for one (1) or more Atlantic City casino hotel in one or more positions covered by a collective bargaining agreement with the Union, will receive the one (1) year rate applicable to the job for which s/he is hired. The computation of the number of hours the employee worked during the preceding twelve (12) months will be based on the number of hours for which contributions were made for the employee to the Health & Welfare Fund as reflected in its records.

In order to be eligible, it will be the employee’s responsibility to show proof of working 1,200 hours in the previous year at another casino/hotel. The Employer will only be required to pay the one year rate prospectively from the date the employee provides the appropriate proof. (The employees can obtain this information from the HEREIU Welfare office)

ARTICLE 14 (13)

GRATUITIES

14.1. A package plan or deal is a sale where the Employer sells a room, bus tour or group reservation at a fixed price, including food, beverages and gratuities.

14.2. American Plan includes, within the cost to the guest, three (3) meals per day with gratuities to be paid by the guest in an amount determined by said guests.

14.3. Modified American Plan includes, within the cost to the guest, two (2) meals per day with gratuities to be paid by the guests in an amount determined by said guests.

14.4. In the sale of a package plan or deal, gratuities shall be guaranteed on the following basis:

(a) A gratuity of seventeen (17%) percent of the price charged to a guest for food and/or beverage sold as part of a package plan shall be paid to the bartender, food server or cocktail server, as appropriate.

(b) Captains shall receive either fifteen cents ($.15) per person, for each meal at which captains are required by the Employer to be present, or one dollar ($1.00) per hour above the regular rate.

14.5

(a) In all package plans, tour deals, or prearranged bus tours where guests stay overnight, the gratuity per person, in and out shall be as follows:

Effective 9/15/04

$3.50

(13)Bargaining Minute

The above gratuity shall be shared by bellperson, bell captain and doorperson, where applicable.

(b) Where a higher gratuity is presently being paid for these arrangements, the higher amount shall remain in effect until such time as the progression above surpasses the current rate.

14.6. All complimentary checks and/or coupons will be prominently (14) stamped “Gratuity Not Included.”

14.7. The parties agree to meet to establish a schedule for gratuities to be paid to employees who work complimentary casino parties.

14.8. A banquet is a function that possesses every one of the following characteristics:

(a) It is a prearranged party at which food is served;

(b) It consists of twenty-five (25) or more persons;

(c) It is held in a room that is closed to the general public or to other hotel guests;

(d) The menu is prefixed with a limit of one (1) choice out of three (3) entrees, or is a buffet; and

(e) The price is prefixed.

14.9.

(a) The Employer shall pay the food servers who work banquets fifteen percent (15%) of the sales price of the meal received by Employer provided the gratuity charged the guest is not less than fifteen percent (15%). In the event the gratuity charged the guest is less than fifteen percent (15%), the food servers shall receive eighty percent (80%) of the gratuity charged.

(b) The Employer shall pay to bartenders who work parties alone, a gratuity of fifteen percent (15%) of the beverage bill.

(14) Bargaining Minute

(c) Where food servers and bartenders both work a party where beverage is served, a total of fifteen percent (15%) shall be paid, provided that such gratuity is actually charged the guests, which shall be divided eight percent (8%) for the bartenders and seven percent (7%) for the food servers.

(d) The Employer shall pay banquet captains a share of the gratuity received by the Employer equal to 1.5% of the sales price received by the Employer for the meal, exclusive of non-food and beverage items.

14.10 . Regarding a “Pay go” bar where tickets are used, the Employer shall pay to the bartender fifteen cents ($.15) per ticket in lieu of gratuities.

14.11. Banquet prices shall be posted immediately before the commencement of the function. In addition, all persons serving the function who are entitled to share in the distribution of gratuities shall receive with their paycheck a written statement reflecting the distribution of wages and gratuities for each function worked by said employee during the pay period.

14.12. Employee selection and assignments regarding the utilization of extras in the Catering Department shall be as follows:

(a) Chain gang - food servers and bartenders.

(b) “B” list employees who are not otherwise scheduled to receive forty (40) hours of work during the week in which the function occurs.

(c) Regular employees who are not otherwise scheduled to receive forty (40) hours of work during the week in which the function occurs.

(d) Other regular employees.

(e) All others.

14.13. Steady banquet employees, i.e., chain gang, will rotate assignments on a job-to-job basis.

14.14. Banquet employees shall work in a private dining room only when the room is closed and the normal servers have their regular day off and the a la carte menu is not being used.

ARTICLE 15 (15)

HEALTH AND WELFARE, PENSION AND SEVERANCE FUNDS

15.1 A . The Employer agrees to contribute to the Hotel Employees and Restaurant Employees International Union Welfare Fund (“Welfare Fund”), the sum listed below for all hours paid (defined as straight time, overtime, holiday and vacation hours paid and excluding all other hours paid) for each regular employee covered by the CBA, and also including steady extra Banquet Food Servers and Bartenders (i.e. Chain Gang) and B List employees. Said contributions shall be submitted monthly, together with a report of the employee data required by the Welfare Fund, in the format required by the Welfare Fund, by the fifteenth (15 th ) day of the month following the month for which contributions are to be made. The Employer must report all new hires to the Welfare Fund on a monthly basis. The information to be reported to the Welfare Fund for employees will include: hire date, social security number, classification, address, hours worked, H&W hours, amount paid and employee status (active, LOA, term, lay-off, vacation, etc.).

B. Effective November 3, 2004, Welfare Fund contributions based on vacation payments made to employees shall be paid to the Welfare Fund, together with a separate report to be filed with the Welfare Fund by the fifteenth (15 th ) day of the month following the month in which the vacation payments were made to employees, including, vacation payments made for vacation that was accrued prior to but paid on or after November 3, 2004, and pro-rated vacation, if any, pursuant to Article 9.7 of the CBA. For purposes of calculating Welfare Fund contribution amounts for vacation hours, hours paid shall be determined by dividing the full vacation pay paid to the

(15)Bargaining Minute

employee by the employee’s hourly rate at the time the vacation payment is made. Hours paid shall then be multiplied by the contribution rate at the time the vacation payment is made. This information will be provided to the Welfare Fund at the time the Welfare Fund contribution is made to the Welfare Fund. Such Welfare Fund contribution based on vacation hours will be held in escrow by the Welfare Fund for a period of 364 days from the employee’s anniversary date. The Welfare Fund will attribute the contributions toward each particular employee as vacation is taken or, if the vacation is not taken during the year or if the employee terminates his/her employment prior to exhausting the contributions made based on vacation hours paid, the Welfare Fund shall retain the unused portion of the contributions in the general assets of the Welfare Fund. In order to properly account for all contributions, each employee must notify the Welfare Fund as to when approved vacation time has been taken . The Employer shall notify the Welfare Fund of all employees’ dates of hire within 3 weeks of the date the MOA was signed by the parties and every January 1 st thereafter.

C. Effective November 3, 2004, the Employer shall contribute at the rate of $3.31 per hour for the hours specified above to the Welfare Fund. Effective March 1, 2006, the Employer shall contribute at the rate of $3.60 per hour for the hours specified above to the Welfare Fund. Effective March 1, 2007, the Employer shall contribute at the rate of $3.91 per hour for the hours specified above to the Welfare Fund. Effective March 1, 2008*, the Employer shall contribute at the rate of $4.25 per hour for the hours specified above to the Welfare Fund. Effective March 1, 2009*, the Employer shall contribute at the rate of $4.63 per hour for the hours specified above to the Welfare Fund. (*See Side Agreement Attachment 9 (entitled “Side Agreement for Health & Welfare Plan Contributions and Arbitration Procedure”) from 2004 Agreement for establishing

Welfare Fund contribution rates in these years.)

D. Regular employees shall be given written notification from the Employer if the number of hours contributed in the previous month to the Welfare Fund is less than the fund eligibility level.

E. The Welfare Fund contribution for all eligible employees will, for the month of September of each year of this CBA, be paid on one hundred twenty (120) hours (without regard to the hours paid in said month) at the contribution rate in effect in the preceding month. Provided, however, that the Union shall notify the Employer of any change in the minimum Welfare Fund eligibility requirement (i.e., present 120 hour rule) prior to August 1 in any year. In the event of such a change, the Employer may elect to either pay the minimum fund eligibility on all employees or make its payment on the regular basis. The Employer will notify the Union of its election prior to September 1 of such year. (16)

F. A regular employee who is scheduled to work and who reports for work at the start of his/her scheduled shift and who is subsequently sent home by the Employer for a lack of work shall, except as limited below, have his/her Welfare Fund contribution paid for the balance of the number of hours the employee was scheduled to work on the shift. This guarantee does not apply where the Employer’s establishment or any part thereof is closed as a result of ACTS OF GOD; fire; loss of heat, water or electricity; failure of an entertainer to perform; national, state or local emergency; or the closure by the CCC or the DGE.

15.2 – HERE International Union Pension Fund, HERE International Union Local 54 Severance Trust Fund and HERE Union Local 54 Pension Fund

A. The Employer agrees to contribute to the Hotel Employees and Restaurant Employees International Union Pension Fund (“International Pension Fund”), Hotel Employees and Restaurant

(16) Bargaining Minute

Employees International Union Local 54 Severance Trust Fund (“Severance Fund”), and the Hotel Employees Restaurant Employees Union Local 54 Pension Fund (“Local 54 Pension Fund”) the sums listed below for each straight-time hour paid (excluding vacation, holiday, overtime and any other hours paid) to each regular employee covered by this CBA. Pension and Severance contributions shall also be made for each straight-time hour paid (excluding vacation, holiday, overtime and any other hours paid) to steady extra Banquet food servers and bartenders ( i. e. Chain Gang). Said contributions shall be submitted monthly to, respectively, the International Pension Fund, the Severance Fund, and the Local 54 Pension Fund, together with a report of the employee data required by the trust fund for each such fund, in the format prescribed by the respective trust fund, by the fifteenth (15 th ) day of the month following the month for which contributions are to be made.

B. International Pension Fund Contribution Rates

10/1/04	-	$.573 per hour
10/1/05	-	$.673 per hour
10/1/06	-	$.773 per hour
10/1/07	-	$.873 per hour
10/1/08	-	$.973 per hour

C. Severance Fund Contribution Rates

Effective October 1, 2004 - $0.05 per hour

Effective September 15, 2008 - $0.10 per hour for the first year of employment, $0.14 per hour for the second year of employment and $0.19 per hour thereafter

D. Local 54 Pension Fund Contribution Rates

$0.50 per hour on all straight-time hours paid as set forth in Section 15.2 A. above for the life of the CBA.

15.3 - The Employer and the Union agree to be bound by the Agreements and Declarations of Trust of each of the Welfare Fund, International Pension Fund, Severance Fund, and Local 54 Pension Fund as may, from time to time, be amended, and they do hereby irrevocably designate as their respective representative on the Boards of Trustees, such Trustees named in said Agreements and Declarations of Trust as Employer and Union Trustees, together with their successors selected as provided therein, and agree to abide by and be bound by all procedures established and actions taken by the Trustees pursuant to said Trust Agreements. Any provision in this Agreement that is inconsistent with the Agreements and Declarations of Trust, or the Plan of Benefits, rules, or procedures established by the Trustees, shall be null and void.

ARTICLE 16

VISITATIONS AND NOTICES (17)

16.1. Designated Union representatives shall have the right to visit the Employer’s establishment at reasonable times in order to investigate matters relative to wages, hours, working conditions and grievances. Such visits, however, shall not be made at such times or in such manner as shall interfere with the proper management and operation of the casino hotel. Union representatives shall notify the Employer’s Director of Labor Relations or designated representative in advance to arrange a time for and describe the nature of intended visits.

16.2. Subject to the notification provision of paragraph 16.1 hereof, the Employer shall permit the Union to post announcements of meetings and functions in areas specifically designated by the Employer.

(17)Bargaining Minute

ARTICLE 17

NO STRIKES - NO LOCKOUTS

17.1 Both the Union and the Employer recognize the service nature of the hotel-casino business and the duty of the hotel-casino operator to render continuous and hospitable service to the public in the way of lodging, food and other amenities and accommodations. The Union agrees that it will not call, engage in or sanction any strike, sympathy strike, work stoppage, slow-down, picketing, sit-down, sit-in, boycott, refusal to handle merchandise or any other interference with the conduct of Employer’s business for any reason whatsoever. This shall include dealings by the Employer with non-union suppliers, deliverymen, organizations, or other employees not covered by this Agreement. The Union further agrees that it will not interfere with any guest or tenant at the hotel while s/he is a guest or tenant occupying a room or space who sells or exhibits non-union merchandise or employs non-union help. The Employer agrees that it shall not lock out its employees or any part of them covered by this Agreement.

ARTICLE 18

MOST FAVORED EMPLOYER

Recognizing the competitive nature of the hotel-casino industry and the desirability of maintaining a balance among the hotels in Atlantic City, the Union agrees that if it enters into any contract with another Employer operating a hotel-casino in Atlantic City containing terms as to wages, hours or conditions which are more favorable to said other Employer than the terms or conditions of this contract, then at Employer’s option, said terms shall be incorporated into this Agreement and become supplementary thereto. The Union agrees that upon demand of the Employer it shall exhibit to the Employer or its authorized representative any Agreement entered into with another hotel-casino in Atlantic City, New Jersey. A failure on the part of the Employer to insist upon the application of this section, whether said failure is intentional or a result of an oversight, shall not constitute a waiver of Employer’s right to demand enforcement of this provision on other occasions. Nothing herein contained shall be interpreted to render this provision applicable to a hotel or motel which does not own or operate a casino in Atlantic City, New Jersey.

ARTICLE 19

FUNERAL LEAVE

19.1 Regular employees shall be entitled to leave of up to three (3) scheduled workdays with pay to attend the funeral of a member of the employee’s immediate family, defined as mother, father, grandparents, grandchildren, sister, brother, spouse, child or domestic partner (as defined and established by HEREIU Welfare Fund or as proven with the same evidence as required by the HEREIU Welfare Fund). The Employer may require proof of death and/or relationship to employee. If, due to unique circumstances, an employee requires additional time, s/he may request such additional unpaid time off in accordance with the provisions of Article 4, Sections 4.1, 4.2, and 4.4, which will not arbitrarily or unreasonably be denied.

ARTICLE 20

MISCELLANEOUS PROVISIONS

20.1.

a) Room attendants shall be assigned and expected to complete two (2) rooms per scheduled hour of work. A bedroom and parlor or bedroom and kitchen shall equal two (2) rooms. Other rooms sold as suites or bedrooms with two (2) baths shall equal one and one-half (1 1 / 2 ) rooms. Extra rooms premiums shall be $5.00. The premium for cots and cribs shall be $1.50. Said room attendants shall receive a receipt for every extra room cleaned and every cot serviced before leaving the premises each day. Room attendants who use electric vacuum cleaners shall be assigned one (1) less room per eight (8) hour shift.

b) When the Employer renovates and/or builds new rooms, or adds amenities to the rooms, the Employer will notify the Union and the Employer and Union will meet and discuss the room credits.

20.2. Health and Safety

a) The Employer agrees to provide a safe and healthy work environment for all employees covered by this Agreement as required under Federal and/or State laws, including all appropriate training.

b) The Employer agrees to give deliberate response to all safety violations cited by OSHA. Every effort will be made to attempt to rectify the situation according to the law and where the corrective action does not jeopardize the operational effectiveness or employee’s safety.

c) The Employer shall provide, at no cost to employees, all safety equipment that is required by law (excluding shoes) such as safety glasses, gloves, safety belts or masks. The employee is responsible to maintain the items in a proper manner, and is responsible for the replacement cost of any item lost, stolen or destroyed other than due to normal usage. Employees are required to use all safety equipment provided by the Employer and return same upon termination of employment.

20.3. The Employer may not schedule managers to replace bargaining unit employees on an employee’s day off.

20.4. Management Guidelines - Employer shall establish and give to the Union written guidelines that address the responsibilities and conduct of Supervisory Personnel. Said guidelines shall be designed to promote efficient, smooth and consistent operations of the Employer’s business and to ensure equal treatment to employees and shall not conflict with any portion of this Agreement.

20.5. Hosts, hostesses, captains, food servers, cocktail servers, bus persons, and banquet food servers shall not be called upon to clean, polish, vacuum, sweep, service or maintain hotel or kitchen equipment or be required to perform other duties normally assigned to non-tipped personnel. These restrictions shall not apply where the quality of service provided to guests would be adversely affected. In no event would these duties be regularly or routinely assigned to tipped employees.

20.6. Bartenders shall be required to perform the normal handling of checks. They shall not be responsible for checks issued to cocktail servers. Bartenders performing special duties shall receive ten dollars ($10.00) a day above their regular rate when mutually agreed upon by the

Parties.

20.7. In the event that the Employer shall become the owner/operator of another hotel casino in Atlantic City, New Jersey, and the Union presents the Employer with proof, by a membership or authorization card check, that the Union lawfully represents a majority of the employees in the appropriate bargaining unit in said hotel-casino (consistent with the type of culinary unit in existence in the Atlantic City hotel-casino industry), the Employer agrees to recognize the Union as the exclusive bargaining representative of said employees without the need to conduct a representation election. If and when recognition is so obtained, the Employer and the Union will adopt the terms and provision of this Agreement. Pending the conclusion of such an Agreement, the initial wages, hours and working conditions will not be such as to undermine the prevailing area standards, as reflected in this Agreement; provided, however, that for purposes of developing a stable work force in the opening phase, the Employer and Union agree that:

(a) The Employer’s obligations with respect to Pension and Severance contributions for newly-hired (as opposed to transferred) employees shall not become effective before six (6) months after the date of opening.

(b) The Parties may agree (but neither is obliged to agree) to delay the implementation of any other provisions of this Agreement deemed appropriate for a reasonable period. The Union will cooperate and respond in supplying all employee hiring needs to the extent the Employer seeks such supply and referrals.

20.8 Subcontracting and Subleasing : ( 18)

1. It is recognized that the Employer and the Union have a common interest in protecting work opportunities for all employees covered by this Agreement and employed on a regular basis. (19) Therefore, no work customarily performed by employees covered by this Agreement as of the effective date of this Agreement (other than set forth below) shall be performed under any lease, contract, sub-lease, sub-contract, or other agreement unless the terms of any lease, contract, sublease, subcontract or other agreement specifically states that (a) all such work shall be performed only by members of the bargaining unit covered by this Agreement and (b) the Employer shall at all times hold and exercise full control of the terms and conditions of employment of all such employees pursuant to the terms of this Agreement. The provisions of this Article apply to all operations on the Employer’s premises covered by this Agreement regardless of location or displacement of employees or prior use of the area occupied by such operations. Notwithstanding the foregoing provisions, the Employer may continue to purchase products and services from outside sources to the extent they have been in the past. In addition, these provisions shall not be applicable to those food, snack and beverage operations commonly referred to as “fast food” or counter service as for example, Starbucks, TCBY Yogurt, and Cinnabun, etc.

2. Notwithstanding the above, the parties specifically agree that this Article shall not apply to the business operations of any person or entity occupying space pursuant to a lease, contract, sublease, subcontract or other agreement with the Employer entered into prior to the effective date of

(18) Bargaining Minute

this Agreement (such leases, contracts, subleases, subcontracts or agreements being referred to herein as the “Existing Contracts”) nor to the space they are occupying or will occupy, provided that the square footage of such location or relocation may not be expanded by more than twenty-five (25%) of the present square footage occupied or to be occupied. The foregoing sentence shall apply to the Existing Contracts notwithstanding that the space to be occupied under the Existing Contract has not yet been built out, occupied or opened for business and to any Assignees, Subtenants, or replacement tenants subsequently occupying the space and shall continue for the duration of any renewal or extension of the term of such Existing Contract or any replacement contract. This exclusion shall further apply to any extensions or modification of any Existing Contract, including without limitation those modifications which may involve assignment of an Existing Contract, tenant relocation or the expansion of space occupied pursuant to an Existing Contract.

3. No bargaining unit employee shall be laid off or suffer any loss of wages, benefits, seniority, hours of work, or classification as a consequence of any Employer decision pursuant to paragraphs 1 and 2, above. The Employer agrees to bargain with the Union regarding the impacts, if any, of any such Employer decision.

20.9. Employees with over one (1) year’s continuous service shall accrue one (1) normally scheduled day’s pay for attendance without absence from any scheduled shift (except only days hospitalized) during any three (3) month period of continuous employment. In no event may the employee earn more than four (4) such days pay during any anniversary year. Periods when an eligible employee is on leave of absence shall not be included as part of any three (3) month period. Earned pay shall be paid by separate check following the employee’s

anniversary date.

20.10. Apprenticeship Program: The Employer agrees to establish a registered joint labor management culinary apprenticeship program by May 1, 2000 and to participate in an industry wide joint apprenticeship training committee that will adopt the minimum standards for qualification in the relevant cooks’ classification. The Apprentice Cook rate (below) will be on a separate schedule:

Start	$	7.41
6 months	$	7.91
12 months	$	8.90
18 months	$	9.39
24 months	$	9.89

ARTICLE 21

SUCCESSORS AND ASSIGNS

21.1 Ownership.

This Agreement shall cover all employees employed in classifications listed in Schedules A, A-1, A-2, A-2(2) and Schedule B in operations within the jurisdiction of the Union which, during the term of this Agreement, are owned by, operated by or substantially under the control of the Employer. The term “Employer” shall be deemed to include any person, firm, partnership, corporation, joint venture or other legal entity substantially under the control of the Employer covered by this Agreement, or one or more principal(s) of the Employer covered by this Agreement or a subsidiary of the Employer covered by this Agreement, or any person, firm, partnership, corporation, joint venture or other legal entity which substantially controls the Employer covered by this Agreement.

21.2 Obligations on Employer Selling or Assigning.

In the event that the Employer sells, transfers, or assigns all or any part of its right, title, or interest in the operation covered by this Agreement or substantially all of the assets used in such operation, or in the event there is a change in the form of ownership of the Employer, the Employer shall give the Union reasonable advance notice thereof in writing, and the Employer further agrees that as a condition to any such sale, assignment or transfer, the Employer will obtain from the successor or successors in interest a written assumption of this Agreement and furnish a copy thereof to the Union, in which event the assignor shall be relieved of its obligations hereunder to the extent that the assignor has fully transferred its right, title or interest. The Union shall not be required to post a bond or other security as a condition to obtaining an injunction or other equitable relief against a violation or threatened violation of this Section.

21.3 Obligations on Successor Employers.

This Agreement shall be binding upon the successors and assigns of the parties hereto. No provisions, terms or obligations herein contained shall be affected, modified, altered or changed in any respect whatsoever by the consolidation, merger, sale, transfer or assignment of the Employer’s interest, or any part thereof, in any establishment covered by this Agreement.

ARTICLE 22

TERM OF CONTRACT

22.1 . This contract shall supersede any other contract in effect between the Employer and the Union and any prior or pre-existing contract, regardless of its named expiration date is hereby canceled and voided, to the intent and purpose that this shall be the only contract between the Employer and the Union and shall supersede any contract between the Employer and individual member or members of the Union corning within classifications covered by this Agreement.

22.2. The Union anticipates negotiating new or amended contracts with other casino hotels and/or the Casino Hotel Association upon expiration of the current contracts. The Employer shall have the right to exercise the option of adopting the first such contract as its own, provided such option is exercised at least sixty (60) days prior to September 14, 2009. If such option is exercised, the instant contract shall remain in effect until such time as the new contract (with its appropriate retroactivity) becomes applicable. Any such contract shall contain the present Article 18 Most Favored Employer language. In the event more than six (6) of the casino hotels exercise the aforesaid option, the option provided herein shall be null and void and of no further effect.

22.3. Amendments, additions and/or deletions to this Agreement, with the exception of powers under Articles 18 and 21, paragraph 22.2, will be null and void unless in writing and signed by the Parties hereto. (19)

22.4. The collective bargaining agreement shall remain in effect until 11:59 p.m. on September 14, 2009 and shall continue in full force and effect from year to year thereafter, unless either party serves sixty (60) days written notice of its intention to terminate, modify, or amend the Collective Bargaining Agreement.

(19) Bargaining Minute

IN WITNESS WHEREOF, the undersigned Parties have hereunto set their hands and seals this day of 2005.

ADAMAR OF NEW JERSEY, INC.,D/B/A TROPICANA CASINO AND RESORT

BY:	/s/ [ILLEGIBLE]


UNITE HERE LOCAL 54 INTERNATIONAL UNION


BY:	/s/ C. Robert McDevitt
C. Robert McDevitt, President


BY:	/s/ Donna M. DeCaprio
Donna M. DeCaprio, Secretary T reasurer

SPECIAL DUTY RATES : The following rates will be paid only for hours actually worked in these classifications:

High Window Washer - $2.75/hr. + Heavy Porter rate

Stationary Bell Captain - $1.00/hr. + Bell Captain Rate

Leads - $.50 per hr. + applicable rates

Convention Services Attendants - $.75/hr. + Heavy Porter rate

Showroom Captains who work shows with direct seating will receive four (4) hours guarantee of work.

WAGE AGREEMENT

1. TOP SCALE BONUSES - Bonuses (“Top Scale Bonuses”) shall be paid to all employees in the classifications (20) set forth in Schedule A-1 who are at the top scale rate or above (such employees hereinafter referred to as “Top Scale Employees”) effective September 14, 2005 and September 14, 2006, respectively. The Top Scale Bonuses for 2005 shall be paid no later than the first pay date following October 7, 2005 and, for 2006, by no later than September 30, 2006. The Top Scale Bonuses shall be calculated, respectively, by multiplying $0.25 by each straight time hour worked by a Top Scale Employee for the employer in the period commencing September 15, 2004 and ending September 14, 2005, and the period commencing September 15, 2005 and ending September 14, 2006. Top Scale Bonuses shall only be paid to those Top Scale Employees who were in the employ of the employer as of September 15, 2005 and September 15, 2006, respectively (including those Top Scale Employees who retain seniority under the 2004 CBA but who are in layoff or leave of absence status as of those dates). Top Scale Bonuses are payable on straight time hours worked by such Top Scale Employees for such employer only. Top Scale Bonuses shall be issued by each employer in a separate bonus check to each eligible Top Scale Employee, subject to all required taxes and withholdings. The Top Scale Bonuses for 2006 shall be subject to the minimum tax withholdings required by applicable law and regulation.

2. TOP SCALE RATE IN EACH CONTRACT YEAR — The rate to be paid to Top Scale Employees (the “Top Scale Rate”) in each classification listed in Schedule A-1 shall be the Top Scale Rate effective 9/14/04 set forth in the CBA (unless the employee is already paid at a higher rate), except that such Top Scale Rates (or higher rates) shall increase by $0.25 effective 9/15/2007 and by $0.30 effective 9/15/2008.

(20)Bargaining Minute

3. WAGE RATES FOR EMPLOYEES IN STEPS SET FORTH IN SCHEDULES A & A-2 TO THE EXPIRED CBA

a. All employees hired prior to September 15, 2004, who as of such date were in the wage progressions (the “Wage Progressions”) listed in Schedules A and A-2 (have not reached the Top Scale Rate), shall for the period commencing September 15, 2004 and ending September 14, 2005, be frozen at the wage rate in effect for each such employee as of September 14, 2004. All such employees are referred to as Frozen Employees herein.

b. Except as limited herein, all Frozen Employees shall, on September 15, 2005, advance one (1) step in the Wage Progressions from the wage rate in effect for each such employee as of September 14, 2004. On each successive September 15, the Frozen Employees shall progress one (1) additional step in the Wage Progressions. This includes all Frozen Employees regardless of their current step, including those who are working at the start rate and 1-year rate and who would not normally advance a step until their next employment anniversary date. This also includes Frozen Employees working at the 7 th step Wage Progression rate, who will move to the current Top Scale Rate.

c. Except as limited herein, all Frozen Employees, regardless of their current Wage Progression step, shall no longer progress through the Wage Progression steps on their employment anniversary date, but shall progress through the Wage Progression steps on September 15 of each year only (commencing September 15, 2005).

d. Except as limited herein, Employees hired on or after September 15, 2004 (“New Hires”) in classifications included in Schedule A-2 shall progress normally through the steps in Schedule A-2 (i.e., year 1 on anniversary date, year 2 on anniversary date, steps 3 and above on September 15 of such year, unless otherwise set forth below).

e. Effective for the contract years of September 15, 2007 through September 14, 2008 (“Year 4”), and September 15, 2008 through September 14, 2009 (“Year 5”), all employees in classifications included in Schedules A and A-2 who have not yet achieved the Top Scale Rate prior to September 15, 2007, shall receive their Year 4 wage increase and Year 5 wage increase, respectively, in 50% increments spread six months apart. This shall be the case for employees moving through any step in the scales, which includes the following steps: start to 1 year; 1 year to 2 year; 2 year to 3 rd step; 3 rd step to 4 th step; 4 th step to 5 th step; 5 th step to 6 th step; 6 th step to 7 th step, and; 7 th step to the Top Scale Rate. All such moves

shall occur on September 15 and March 15 of Year 4 and Year 5, respectively, except for such moves relating to employees moving from start rate to 1 year rate and 1 year rate to 2 year rate in Year 4 and/or Year 5, who shall move 50% on their employment anniversary date and 50% on the 6 month anniversary of their employment anniversary date (e.g., for an employee hired on 2/15/07 - 50% of 1 year Wage Progression increase on February 15, 2008 and 50% of 1 year Wage Progression increase on August 15, 2008).

4. EXAMPLES - All of the agreements set forth herein are expressly qualified by the examples set forth in Attachment 11, which are incorporated herein and made a part hereof by reference. If there is any dispute regarding the intent of any proposal set forth herein, the examples set forth in Attachment 11 shall provide the controlling interpretation. The examples used are for the classification of bartenders, but shall be applied equally to all classifications set forth in Schedules A, A-1, A-2 and A-2(2).

SCHEDULE “B”

Starting Wages for Banquet Extras*

	CHAIN	B-LIST

Food Servers	6.11	5.09

Captains	7.54	6.52

Food Service Att.	6.59	5.57

Bartenders	10.16	8.12

Bartenders, Ser.	12.42	9.95

Employees will receive wage increases as follows:

1. CHAIN GANG AND B - LIST EMPLOYEES — Chain Gang and B-List employees shall receive a bonus in 2005 and 2006 using the same formula and rules as is being used for Top Scale Bonuses in September 2005 and September 2006, and as set forth in paragraph 1 of the Wage Agreement above. The bonuses for B-List employees shall be payable only by the employer for whom the B-List employee primarily worked. The determination of this employer responsibility shall be made in the same manner as is detailed in the side letter addressing health and welfare contributions for B-List employees that is attached to the CBA (i.e., the employer for whom the B-List employee worked the most hours is responsible for paying that employee a bonus for all hours he/she worked for that employer only). Given that the determination of employer responsibility for the payment of the B-List bonuses will require the mutual exchange of information between the Union and each AC Casino, the B-List Bonuses in 2005 and 2006 shall be payable within 15 days after the parties have agreed upon financial responsibility for the B-List Bonuses. The effective wage rate for Chain Gang employees only (and not B-list employees or

other extras) shall remain unchanged, except that such rates shall increase by $0.25 effective 9/15/2007 for all such Chain Gang employees on the payroll as of 9/15/2007 and by $0.30 effective 9/15/2008 for all such Chain Gang employees on the payroll as of 9/15/2008. The effective wage rate for B-List employees and other extras only (and not Chain Gang employees) shall remain unchanged, except that such rates shall increase by $0.15 effective 9/15/2007 for all such B-List employees and other extras on the payroll as of 9/15/2007 and by $0.15 effective 9/15/2008 for all such B-List employees and other extras on the payroll as of 9/15/2008. The start rates listed above for B-List and Chain Gang shall remain unchanged for the duration of this Agreement.

The above stated rates are calculated on the basis of twenty (20) covers to be served by the food servers. In the event a food server is called upon by Employer to serve more than twenty (20) covers, extra compensation shall be paid by dividing the above stated rates by twenty (20) and multiplying said sum by the number of extra covers served. Each food server shall be required to set up and break down his/her own stations and shall receive no extra compensation therefor. If, however, a food server is called upon to set up or break down more than his/her twenty (20) place settings, s/he shall receive four cents ($.04) per place setting set up or broken down more than twenty (20).

* There shall be a four (4) hour minimum for all banquet extras, except extra bartenders who shall be guaranteed eight (8) hours. (21)

In the event regular food servers are called upon to serve banquets, they shall immediately punch out from the regular department and punch into the banquet department and will thereupon be entitled to receive the above banquet rates.

(21) Bargaining Minute

BANQUET EXTRAS

Overtime of four (4) hour minimum - same hourly rate of pay.

Over one-half ( 1 / 2 ) hour - goes to full hour.

Over eight (8) hours - time and one half regular hourly rate.

MODEL BANQUET STATEMENT

NAME

DATE	FUNCTION	PAY		GRATUITY		EXTRA COVERS

10/16/83	Lunch	$	14.00	$	15.75

10/17/83	Reception	$	14.00	$	24.50

10/18/83	Dinner	$	14.00	$	18.50	$	7.00

(SAME STATEMENT FOR BARTENDERS WORKING PARTIES)

EXTRA PAY FOR EXTRA COVERS

Anyone required to work more than their normal twenty (20) covers for banquets, (except continental breakfasts), thirty (30) covers for buffets, over fifteen (15) covers for French service banquets, will receive the pay for extra covers set up; e.g., ten (10) extra covers, $7.00 extra pay, or seventy cents ($.70) per extra cover set up.

GRATUITY FOR EXTRA COVERS

Employees who work extra covers will receive a full gratuity for covers actually worked. This is done by taking the full gratuity for the extra covers worked first, then dividing the remainder of the gratuity equally among the servers.

GUARANTEE COVERS

When a party has a guarantee and the party falls below the guarantee, then the guarantee of covers will be paid at the fifteen percent (15%) gratuity, provided the Employer is able to collect said guarantee.

REPORTING PAY

When extras report to work and are sent home for lack of work, they shall receive full hourly pay for the scheduled shift.

EXTRA EMPLOYEES

1. Extra employees are subject to the same grievance procedure and progressive system of disciplinary action as steady employees after fifteen (15) days of actual work for the Employer.

2. Banquet employees shall not be required to separate silver, move heavy carts, or set up stations that are not their stations. However, if scheduled as set-up and break-down crews, then banquet personnel scheduled will be required to set up no more than two (2) stations.

EXTRA BARTENDERS

Extra bartenders shall not be obligated to work more than one (1) party during any eight (8) hour shift. In emergency situations, a regular bartender, with his/her consent, may be assigned to work parties. Any extra bartender required to work a combination bar will receive the service bartender’s rate.

BARGAINING MINUTES AND SIDE AGREEMENTS

Endnotes have been inserted throughout the Agreement as a matter of convenience and their location does not define, alter, vary or serve to interpret any provision of this Agreement.

1. Article 3 , Control Discharge & Seniority , Section 3.1 - This bargaining minute describes the parties’ understanding of any arbitration involving an employee’s overt, discourteous conduct toward a guest or patron. No negative inferences will be drawn by an arbitrator against the Employer if a guest or patron, who was the object of overt, discourteous conduct by a grievant or grievants, is unable or unwilling to testify at the arbitration. In lieu of a personal appearance, the testimony of the guest or patron may be taken by alternative methods, such as telephonic or video conferencing, providing the Union can verify the identity of the guest or patron.

When the Employer advises the Union that a guest will appear at an arbitration, either telephonically or in person, a Union representative may only contact the guest by telephone together with a representative of the Employer’s Labor Relations Department. Notwithstanding this agreement, there will be no change in the rules of evidence normally utilized in an arbitration process. This bargaining minute does not affect any other types of cases. See page 8 for location of endnote.

2. Article 3, Section 3.3(c) - Each of the Employers recognize that personal service of a disciplinary notice on an Employee in the workplace is a good personnel practice which they intend to continue. On occasion, for one reason or another, an Employer may not be able to do so, in which case mailing on or before the seventh day will suffice as notice hereunder. In no event, however, will such mailings be regularly substituted for personal service. See page 9 for location of endnote.

3. Article 3, Section 3.3(d) - This bargaining minute describes the Parties’ understanding regarding the administration of Article 3, Section 3.3 (d). If in a just cause arbitration, the Union introduces an employee’s past service record beyond the twelve month period in any arbitration, the Employer may introduce the employee’s entire disciplinary record and the arbitrator may consider such record in his/her award. See page 10 for location of endnote.

4. Article 3, Section 3.7(d) - The Parties agree that seniority will not govern “Choice of station or floor assignments, as otherwise qualified,” pursuant to Article 3, Section 3.7 (d), in those classifications/departments where the Employer has traditionally assigned employees. The above shall apply to those areas which fall within the realm of traditional assignment. This will include, but not be limited to, existing areas, expansion of existing areas, creation of new areas or any other type of expansion which is part of the Employer’s operation. Additionally, the Employer agrees that it will not make assignments for punitive or retaliatory purposes. See page 11 for location of endnote.

5. Article 4, Leave of Absence - With respect to the issue of excessive leaves of absence, the Parties agree that an Employer has a reasonable expectation that an individual who accepts a full time position will be available to work full time with due consideration for that employee’s statutory and contractual rights and circumstances which may arise in his/her personal life. See page 19 for location of endnote.

6. Article 5, Grievance & Arbitration - This Article subject to a side agreement between the Parties attached hereto as Attachment 2. See page 21 for location of endnote.

7. Two Bargaining Minutes as follows : See page 21 for location of endnote.

Article 5, Grievance & Arbitration, Section 5.1(a) - The Parties agree that the purpose of step 1 (a) of the grievance procedure in cases dealing with discipline and discharge is to require employees to first attempt to resolve such grievances at the department head level. Any employee who files a written grievance within seven (7) calendar days after his/her receipt of the disciplinary notice shall not be foreclosed from further processing of his/her grievance. If the grievant, however, fails to utilize a step 1 (a) and files a grievance within seven (7) days, s/he has seven (7) days from the filing of the grievance to attempt to resolve the grievance with the department head or s/he is precluded from pursuing the grievance. If the employee timely attempts the step 1 ( a), the Employer reserves the right to postpone any further processing of such a grievance until the step 1 (a) has been completed, not to exceed seven (7) days. See page 21 for location of endnote.

Article 5, Grievance & Arbitration, Section 5.1(a) - The written disposition of a non- disciplinary grievance at Step 1(a) will be non-precedential and will not be deemed to have modified or amended this Agreement. See page 21 for location of endnote.

8. Article 5, Grievance & Arbitration, Section 5.1(b) - In any step 1 (b) meeting under Article V, the Parties agree that as long as the Union has given sufficient notice and space is reasonably available, a room will be made available with seating for all participants and a desk or table for the business representative to take notes. See page 22 for location of endnote.

9. Article 5, Grievance & Arbitration, Section 5.5 - The Parties agree that in handling discharge cases under Article V, the Parties, their representatives and any arbitrator selected by the Parties recognize that best efforts shall be utilized to schedule an arbitration within five (5) months of the selection of the arbitrator. The arbitrator should suggest alternative times such as afternoons or evening sessions to achieve this goal. The failure to meet these time limits will not require any action by the arbitrator nor is the failure an arbitrable issue, but the Parties do recognize that the above stated time limitation is the goal that the Parties and the arbitrator seek to achieve. See page 24 or location of endnote.

10. Article 7, Shop Stewards - If the Employer relieves a Shop Steward from his/her employment duties to attend grievance hearings, it shall be without loss of pay. See page 27 for location of endnote.

11. Article 9, Vacations, Section 9.6(a)(b) - Vacation weeks which have not been selected after the final posting required by the Agreement and which the Employer has not closed and/or assigned are available on a first come first serve basis. Employees who wish to select these week(s) shall, on a form provided by the Employer, request the available week(s) fourteen (14) days in advance of the specific week(s). The Employer shall respond to the employee within seven (7) days of the request. See page 31 for location of endnote.

12. Article 12, Hours of Work and Overtime - This paragraph, which deals with shift scheduling in cases where the Employer decides to change a department’s hours of operation, is not intended to reduce the ability of the Employer to operate efficiently and effectively, does not restrict the Employer from changing hours of operation or from establishing new shift schedules, is not a guarantee for senior personnel of forty (40) hours or other customary shifts assignments and does not require shortened shift scheduling to be accomplished in inverse order of seniority. Within these constraints, it does reflect the Employer’s commitment consonant with its business needs, to use its best efforts to enhance work opportunities for senior personnel when short shift schedules are implemented. See page 37 for location of endnote.

13. Article 14, Gratuities - This Section subject to a side agreement between the Parties attached hereto as Attachment 3. See page 42 for location of endnote.

14. Article 14, Gratuities, Section 14.6 - “Prominently” is defined as sufficiently legible so that patrons can easily see that gratuities are not included when s/he is signing for a complimentary. See page 43 for location of endnote.

15. Article 15, Health & Welfare, Pension & Severance - The parties agree that the terms and conditions of Article 15 of the parties prior CBA remained in full force and effect (effective 9/15/04 to 11/3/04) except as modified herein. See page 46 For location of endnote.

16. Article 15, Health & Welfare, Pension & Severance, Section 15.1E This Section is subject to a side agreement between the Parties attached hereto as Attachment 4. See page 48 for location of endnote.

17. Article 16, Visitation and Notices, Section 16.1 - This Article subject to a side agreement between the Parties attached hereto as Attachment 5. See page 51 for location of endnote.

18. New Bargaining Minute - Article 20, Miscellaneous Provisions, Section 20.8 - The protections and guarantees outlined in this section also apply to extra employees and is

subject to a Side Agreement between the Parties attached hereto as Attachment 6. The parties agree that the exclusion of certain pre-existing operations and “Existing Contracts” from the limitations of Section 20.8, as set forth in “paragraph 2 of Section 20.8, does not include food and beverage service on the beach. See page 58 for location of endnote.

19. Article 22, Term of Contract, Section 22.3 - This provision subject to a side agreement, between the Parties attached hereto as Attachment 7. See page 62 for location of endnote.

20. Wage Agreement - Throughout this Wage Agreement, the word “classifications” is intended to include all classifications in the respective schedules referred to herein and those historically added by the parties to the various CBAs by side agreement or otherwise. See page 64 for location of endnote.

21. Schedule B - This provision subject to a side agreement between the Parties attached hereto as Attachment 8. See page 68 for location of endnote.

ATTACHMENTS

Att a chment 1		*Attendance Policy Implementation Procedure
		*Industry Attendance Policy
		*Side letter with reference to Section 10 of
		Memorandum of Settlement.
		*Memorandum of Settlement.

Attachment 2		*Side Agreement with reference to Article 5
		Non-disciplinary Arbitration

Attachment 3		*Side Agreement with reference to Private
		Access Clubs and Room Service Amenities
		Gratuities

Attachment 4		*Side Agreement with reference to Article 15
		Section 15.1 E

Attachment 5		*Side Agreement with reference to Article 16
		Visitation Notices Section 16.1

Attachment 6		*Side Agreement with reference to Subcontracting

Attachment 7		*Side Agreement with reference to Article 22
		Sections 22.1 and 22.3
		*List of Side Agreements from the previous
		Collective Bargaining Agreement

Attachment 8		*Side Agreement with reference to Banquet
		Dinner/Reception Gratuity

Attachment 9		*Side Agreement with reference to Article 15, Section 15.1C

Attachment 10		*Side Agreement with reference to UNITE HERE INTERNATIONAL UNION TIP

Attachment 11		*Side Agreement with reference to 401K Plan

Attachment 12		*Wage Progression Examples

ATTACHMENT #1

INDUSTRY ATTENDANCE POLICY

POINTS

ABSENCE with call 2 hours prior to start of shift		5 points
ABSENCE with call in less than 2 hours prior to start of shift		8 points
ABSENCE with call within one hour after start of shift		10 points
NO CALL/NO SHOW (22)		25 points
LATENESS		3 points
ABSENCE on Holiday		12 points
LEAVING WORK prior to completion of the shift, except for approved early outs (23)		3 points

Consecutive absences, caused by illness, will be considered as one absence. Consecutive absences caused by illness of 3 days or more must be documented by a doctor’s note in order to be considered as 1 absence. An employee’s failure to provide the note when requested will result in each day of the absence being considered as separate occurrences. An employee must properly call-in on each day of absence, regardless of duration.

If an employee has received a suspension or final written warning, the Company will deduct five (5) points, from the employee’s total accumulated points if no points are assessed for ninety (90) consecutive days from the date of the event triggering the suspension or final written warning, excluding time off for approved leaves of absence. This procedure may only be invoked once per twelve (12) month period.

PROGRESSIVE DISCIPLINE

15 points		Verbal warning
20 points		Written warning
35 points		Final Written Warning or Suspension (at the discretion of the Employer)
43 points		Termination (at the discretion of the Employer)

(22) A call received three (3) or more hours after the start of a shift or arrival late three (3) or more hours after the start of a shift without calling in will be considered a no call/no show.

(23) Employees who leave work without permission from a supervisor may be disciplined up to and including discharge.

ADMINISTRATION

The Company may send an employee home and consider the occurrence as an absence if the employee reports to work more than one (1) hour after the beginning of his/her shift.

Probationary employees may be disciplined, up to and including discharge, without regard to the point system. Points accrued during an employee’s probationary period will remain part of the employee’s record when the employee completes probation.

Points and pattern absenteeism will be assessed on a continuous 52 week basis. The language in Article 3 Section 3.4 will govern when time is deducted from the 52 week period. The Company may waive any discipline or the assessment of points under this policy in its sole discretion. No waiver will preclude the Company from instituting any discipline or assessing points in the future for the same or similar violations.

Each department will designate a phone number to be called for latenesses and absences.

The following will not be cause for points or disciplinary action:

1. Pre-approved Jury Duty

2. Military Leave

3. Funeral Leave, when entitled to under contract

4. Pre-approved absence for Union business

5. Scheduled Vacation or Personal Days

6. Hospital Admissions

7. Approved Leave of Absence (24)

PATTERN ABSENTEEISM

Discipline for pattern absenteeism will be issued separately and in addition to points assessed under the point system. Pattern absenteeism is three absences within one of the following categories within a twelve month period: (i) absences on recurring days of the week; (ii) weekend days/nights and/or holidays; or (iii) days before or after an employee’s days off. Absences from more than one category will not be combined to constitute pattern absenteeism.

The employee will receive a written warning for the third pattern absence within the twelve month period. A fourth occurrence will result in a final warning or suspension, at the Company’s discretion. A fifth occurrence may result in termination at the Company’s discretion.

(24) An approved leave of absence will be defined according to the individual Company’s leave of absence policy.

ATTENDANCE POLICY

IMPLEMENTATION PROCEDURE

1. A Company is not required to adopt the attached Industry Attendance policy (“Attendance Policy”).

2. No Company may combine attendance track discipline with non-attendance track discipline.

3. Companies that have used combined tracks for absenteeism and performance/misconduct will treat any active discipline for absenteeism or performance/misconduct on separate tracks for purposes of converting employees.

ATTACHMENT #1

MEMORANDUM OF SETTLEMENT

This Agreement is entered as of this 12 th day of July, 1995 by and among UNITE HERE LOCAL 54 (“Union”) and ADAMAR OF NEW JERSEY, INC.,D/B/A TROPICANA CASINO AND RESORT (“Employer”).

AGREEMENT

WHEREAS, the Employer implemented the Industry Attendance Policy (the “Policy”) pursuant the Memorandum of Agreement between the Union and the Employer dated January 11, 1995; and

WHEREAS, disputes have arisen between the Union and the Employer regarding the interpretation and/or application the Policy; and

WHEREAS, the parties have agreed to resolve the disputes amicably, it is hereby agreed as follows:

1. Points may be assessed under the Policy for each day of absence due to an illness other than the employee’s.

2. Absences due to an illness which surround an employee’s scheduled day(s) off will be treated as consecutive absences under the Policy.

3. Absences which involved an employee’s scheduled day(s) off will be treated as no more than one occurrence within category (iii) of the Policy’s Pattern Absenteeism provision. Notwithstanding the foregoing, absences before or after an employee’s day(s) off which are not consecutive will continue to be treated as separate occurrences.

4. In those situations where the consecutive absences are treated as one absence under the Policy for purposes of assessing points, the highest point value for a single day’s absence within consecutive absences will be assessed as the total point value for the consecutive absences. Employees will still be required to comply with the call-in requirements for each day of the consecutive absences. An employee’s failure to make the appropriate notification on any given day will result in additional points being assessed in the amount specified in the Policy for the type of improper notification.

5. An employee will not receive three (3) points for leaving work prior to completion of his/her shift in the situation where the employee left work early due to his/her own illness and was then subsequently absent the next day due to his/her own illness. Instead, points will be assessed for this situation pursuant to paragraph 4 above. The day the employee left early will be counted as a day for purposes of the doctor’s note requirement.

6. Employees leaving early or returning late from break will not be considered attendance related matters and as such, will not be covered under the Policy. Instead, any discipline will be imposed as part of the - Employer’s disciplinary procedures.

7. Three points will be assessed if an employee does not call-in himself or herself in addition to any other points issued for the violation. The failure of an employee or his/her designee to follow the Employer’s procedure for calling in regarding absences will be considered a no call/no show under the Policy.

8. Three (3) points will be assessed if an employee fails to call-in within two (2) hours after the start of his/her shift on a holiday. Five (5) points will be assessed if an employee fails to call-in within one (1) hour prior to the start of his/her shift on a holiday. These points are in addition to the twelve (12) points assessed for the holiday absence.

9. All employees on the Employer’s payroll as of the date of this Agreement who received points under the Industry Attendance Policy which would not have been issued pursuant to Sections 1 through 8 of this Agreement may have those points expunged, provided the request to have the points removed is brought to the attention of the Employer within two (2) weeks of the date of this Agreement. An employee must make his/her request directly to the Union which is responsible for reviewing the validity of the request. The Employer is under no obligation to respond to a request brought to its attention directly by the employee. After the Union completes its review, it will forward the request to the Employer for consideration. All requests submitted by the Union will not be unreasonably denied by the Employer. In no event will the expunction of points result in any form of financial liability to the Employer.

10. The Employer will provide an employee with written notification of any points assessed under this Policy within fourteen (14) calendar days from the date of the incident leading to the assessment of the points. The Employer may use whatever form of written notification it deems suitable. The Employer may also provide notice to the employee, via registered mail, postmarked no later than the fourteenth (14th) day from the date of the incident leading to the assessment of the points, to the employee’s last known address. The Employer’s failure to provide timely notice as specified above will result in the expunction of the points. Any dispute over the issuance of points must be filed in accordance with the time limits for disciplinary matters under the Collective Bargaining Agreement from either (i) the date the employee received notice of the violation or (ii) within three (3) days of the date of mailing, which ever is later. If the matter is not grieved within the period, the Union may not raise the assessment of those points in any future grievance or arbitration. (25)

(25)

It is the Union and Employer’s understanding that Section 10 does not modify in any way the seven (7) day requirement for assessing disciplinary action specified in Article 3, Section 3.3 (a), or Article 5, Section 5.1 (b) of the CBA

11. It is understood and agreed that this Agreement is a complete agreement among the Parties and that all disputes, issues, claims, and rights arising out of the situations addressed by this Agreement are settled forever.

12. This agreement should not be construed as an admission of any liability against the Employer.

13. The Union agrees to withdraw all grievances and arbitrations covered under this Agreement. The Employer will remove any points assessed under this Policy consistent with this agreement and applying to those matters covered under paragraph 10 of this Agreement.

FOR THE UNION:		FOR THE EMPLOYER:
UNITE HERE LOCAL 54		ADAMAR OF NEW JERSEY, INC.,D/B/A
		TROPICANA CASINO AND RESORT


BY:	/s/ Bob McDevitt	BY:	/s/ [ILLEGIBLE]
	President		Labor Relations


BY .	/s/ Donna M. DeCaprio
	Secretary Treasurer

ATTACHMENT #2

Mr. Bob McDevitt

President

UNITE HERE Local 54

203-205 N. Sovereign Avenue

Atlantic City, New Jersey 08401

Dear Mr. McDevitt:

The following sets forth our understanding regarding the Employer’s limitation of liability in non-disciplinary arbitration cases.

We have agreed that notwithstanding any award by an arbitrator granting back pay or any other retroactive contractual financial remedy, that the Employer’s liability is limited to six months from the date of the filing of the grievance. We have further agreed that this letter shall not be entered into evidence nor submitted to the arbitrator. It may only be used to support the above described limitation of liability when the Employer pays the award. This letter may also be used as defense against any claim of any liability in excess of six months filed by any person in any other tribunal. This letter in no way affects or modifies Article 5, Section 5.6, Paragraph (d) of the Collective Bargaining Agreement.

If the above is also your understanding please sign in the space below and return a copy to me.

Yours very truly,

ADAMAR OF NEW JERSEY, INC.,D/B/A TROPICANA CASINO AND RESORT

/s/ [ILLEGIBLE]
Authorized Signature

Approved and Agreed to by:


/s/ Bob McDevitt		/s/ Donna M. DeCaprio
LOCAL 54 PRESIDENT		LOCAL 54 SECRETARY TREASURER
Bob McDevitt		Donna M. DeCaprio

ATTACHMENT 3

Mr. Bob McDevitt, President

UNITE HERE Local 54

203-205 North Sovereign Ave.

Atlantic City, New Jersey 08401

Dear Mr. McDevitt:

Presently existing side agreements and/or practices on the following subjects will be continued except as adjusted as follows:

Only bartenders and food servers/cocktail servers in existing limited access clubs as of September 14, 1994 and who currently enjoy guaranteed gratuities under existing side agreements will continue to enjoy these gratuities during the life of this Agreement.

Room service food servers whose gratuities are based upon a percentage will receive their existing percentages for amenities delivered to a guest room when a check is not presented with a cap of $55.00 effective September 15, 1999. Fixed dollar rates are not affected by this Agreement, nor are existing lower caps.

Room service food servers who deliver amenities and/or food and/or beverages to a butler will continue to enjoy their current percentages with a cap of $55.00 effective September 15, 1999, unless a lower arrangement is in effect.

If the above is also your understanding please sign in the space below and return a copy to me.

Yours very truly,

ADAMAR OF NEW JERSEY, INC.,D/B/A TROPICANA CASINO AND RESORT

/s/ [ILLEGIBLE]
Authorized signature

Approved and Agreed to by:


/s/ Bob McDevitt		/s/ Donna M. DeCaprio
LOCAL 54, President		LOCAL 54, Secretary-Treasurer

ATTACHMENT 4

Mr. Bob McDevitt, President

UNITE HERE Local 54

203-205 North Sovereign Avenue

Atlantic City, New Jersey 08401

Dear Mr. McDevitt:

The following sets forth our understanding regarding the Employer’s obligation to make Health and Welfare contributions for B-List employees pursuant to Article 15, Section 15.1E, of the Collective Bargaining Agreement between the Parties.

On October 5 of each contract year, the Employer will provide the Union with a list of all individuals who worked as B-List employees during the preceding twelve (12) months. Such list will also include the total number of hours worked by each individual during the twelve (12) month period in his/her capacity as a B-List employee. The union will compile this information with similar information received from the other Atlantic City property who also participated in the coordinated bargaining for the current agreement. The Union will notify the Employer by October 10 of those individuals for which the Employer is required to make the 120 hour contribution in September. The Employer shall make the requisite 120 hour contribution in September. The Employer shall make the requisite 120 hour contribution for each individual whose total number of hours worked a B-List employee for the Employer during the preceding twelve (12) month period is greater than the hours worked during this time period for any other Atlantic City property. In the event of a tie, the Employers will split the contributions equally between and among the tied Employers.

Notwithstanding the foregoing, the Employer will not be obligated to make a 120 hour contribution if a 120 hour contribution has already been made in September for that individual in his/her capacity as a regular and/or Chain Gang employee by the Employer or another Atlantic City property for the twelve (12) month period. Pursuant thereto, the list referenced above shall also include which individuals had the 120 hour contribution made on their behalf as a regular and/or Chain Gang employee by the Employer. The Union will cross reference this information with the similar information provided by the other Atlantic City properties to ensure no duplicate contributions are being made to the Fund for any individuals.

If the above is also your understanding please sign in the space below and return a copy to me.

Yours very truly,

ADAMAR OF NEW JERSEY, INC.,D/B/A TROPICANA CASINO AND RESORT

/s/ [ILLEGIBLE]
Authorized Signature


Approved and Agreed to by:


/s/ Bob McDevitt		/s/ Donna M. DeCaprio
UNITE HERE LOCAL 54, President		UNITE HERE LOCAL 54, Secretary-Treasurer

ATTACHMENT 5

Mr. Bob McDevitt

President

UNITE HERE Local 54

203-205 North Sovereign Avenue

Atlantic City, New Jersey 08401

Dear Mr. McDevitt:

The following sets forth our understanding regarding Union visits to the Employer’s establishment.

Consistent with each parties’ rights and obligations as they are set forth in Article 16, Section 16.1, of the Collective Bargaining Agreement, Union representatives designated to visit the Employer’s establishment shall be escorted by the Employer’s Director of Labor Relations or his/her designated representative. Escorts shall remain at a reasonable distance and out of earshot from the Union representative during any discussion the Union representative may have with a bargaining unit employee. Visits to the Employer’s establishment shall include the employee cafeteria. Such visits shall not be used for the purpose of Union organizing. The Union agrees to withdraw all unfair labor practice charges filed with respect to this issue and the Employer and the Union agree that any arbitration award and/or practices inconsistent with the foregoing agreement shall be null and void.

Yours very truly,

ADAMAR OF NEW JERSEY, INC.,D/B/A TROPICANA CASINO AND RESORT

/s/ [ILLEGIBLE]
Authorized Signature


Approved and Agreed to by:


/s/ Bob McDevitt		/s/ Donna M. DeCaprio
UNITE HERE LOCAL 54, President		UNITE HERE LOCAL 54, Secretary-Treasurer

ATTACHMENT 6

Mr. Robert McDevitt

UNITE HERE Local 54

203-205 N. Sovereign Ave.

Atlantic City, NJ 08401

Dear Mr. McDevitt:

The following sets forth our understanding regarding Article 20.8 of the Agreement.

The Union will at all times during the life of this Agreement, agree to the Employer’s right to establish one (1) additional food and beverage outlet regardless of location which is not subject to Paragraph 1 of Article 20.8 and shall be considered existing contracts under Paragraph 2 of Article 20.8. The provisions of this Attachment shall be subject to Bargaining Minute 20.

If the Employer exercises its right under the foregoing Paragraph, no food and beverage outlets operated by the Employer shall be closed or have its hours of operation significantly reduced except for normal seasonal and maintenance fluctuations as in the past.

If the above is also your understanding, please sign in the space below and return a copy to me.

		Yours very truly,


		/s/ [ILLEGIBLE]
		Authorized Signature


Approved and Agreed to by:
ADAMAR OF NEW JERSEY, INC.,D/B/A TROPICANA CASINO AND RESORT


/s/ [ILLEGIBLE]


/s/ C. Robert McDevitt		/s/ Donna M. DeCaprio
C. Robert McDevitt, President		Donna M. DeCaprio, Secretary Treasurer

ATTACHMENT 7

Mr. Bob McDevitt

President

UNITE HERE Local 54

203-205 North Sovereign Ave.

Atlantic City, New Jersey 08401

Dear Mr. McDevitt:

The following sets forth our understanding regarding Article 22 of the Collective Bargaining Agreement between the Parties.

The Parties agree that the list of documents attached hereto will not be superseded by Article 22, Section 22.1 and that the Parties reserve their respective positions whether these documents are amendments, additions and/or deletions to this Agreement within the meaning of Article 22, Section 22.3. All other side agreements not listed on the attached list are null and void.

If the above is also your understanding please sign in the space below and return a copy to me.

Yours very truly,

ADAMAR OF NEW JERSEY, INC.,D/B/A TROPICANA CASINO AND RESORT


/s/ [ILLEGIBLE]
Authorized Signature


Approved and Agreed to by:


/s/ Bob McDevitt		/s/ Donna M. DeCaprio
LOCAL 54, President		LOCAL 54, Secretary Treasurer
Bob McDevitt		Donna M. DeCaprio

Side Agreements that went forward with 1999 CBA

TROPICANA LIST OF SIDE AGREEMENTS

1) 12/3/99 LOU re: food servers working DJ’S and Shark Club one unit

2) 1/19/94 bumping Agreement

3) 11/12/97 Settlement Agree re grievance #3208 - early release from shift to be done by seniority of those on shift.

4) 3/4/98 Agreement re seniority placement on B list when Food Server goes from Chain Gang to B List

5) 1/3/96 Break Periods for South Tower Outlets

6) 1/28/99 Settlement agree re Beverage Servers to be paid gratuity for complimentary breakfast buffet

7) 4/23/90 MOA re Early Out mediated arb agreement

8) 5/9/90 Letter from McFadden re Room Service amenity gratuity.

9) 1/6/99 Addendum to CBA re no contributions to Funds for orientation hours

10) 9/15/99 Scheduling procedures for B list employees

11) 12/15/83 MOA only for Red-circled bartenders

12) Settlement Agreement re Host and/or Butlers entry into Porte Cochere

13) Cocktail Server Rebid

14) Public Area 6 th Day Scheduling

Side Agreements negotiated after the signing of 1999 CBA

15) 9/7/99 Lunch Break Policy

16) Settlement Agreement re: jacuzzi cleaning 3/22/00

17 ) Memorandum of Understanding re Accelerated Rates 7/3/00

18) Settlement Agreement re complimentary room service in the “Comp Overage” arbitration 6/20/00

19) Settlement Agreement re Room service food servers on payroll on 4/26/99 will be paid $20.00 by Employer as result of complimentary coupons. 7/7/00

20) Settlement Agreement re need of additional staff on a shift 9/21/00

21) Memorandum of Agreement re employees completing Culinary Skills Upgrade can test to be certified as a Cook 8/11/00

22) Letter of Agreement re Doorperson going to train station to meet guests. 10/13/00

23) Memorandum of Agreement re additional voluntary early outs for Volume Outlets 12/8/00

24) Memorandum of Agreement re travel time for meal periods 1/31/01

25) Memorandum of Agreement re overtime for banquet extras and work assignments for Coffee Breakers 3/27/01

26) Settlement Agreement re cleaning ice cream machine. 4/26/01

27) Amendment to rotation/block system for gratuity situations (9/3/03)

28) Settlement Agreement re grievance 83353 re assignment of personnel to the brunch at Wellington’s; doing a rebid (8/25/03)

29) Letter of Understanding re unescorted visitations (2/13/04)

30) Memorandum of Agreement re creation of Floor Cleaning Crew (2/26/04)

31) Letter of Understanding re bidding process in Wellington’s (6/11/04)

32) Amnesty Agreement (11/9/04)

33) Safe Harbor Agreement (11-1-04)

ATTACHMENT 8

Mr. Bob McDevitt

President

UNITE HERE Local 54

203-205 North Sovereign Avenue

Atlantic City, New Jersey 08401

Dear Mr. McDevitt:

The Parties agree that when a reception and a dinner are part of the same party, they are not separate functions, but rather are considered as a single function for purposes of the minimum. This letter addresses only the aforementioned situation and in no way addresses the various practices that each of the houses have with respect to multiple functions and their effect on the minimum four and eight hour guarantees. This agreement cannot be introduced into any arbitration except to deal with the issue of how the aforementioned receptions and dinners are to be paid.

If the above is also your understanding please sign in the space below and return a copy to me.

Yours very truly,

ADAMAR OF NEW JERSEY, INC.,D/B/A TROPICANA CASINO AND RESORT


/s/ [ILLEGIBLE]
Authorized Signature


Approved and Agreed to by:


/s/ Bob McDevitt		/s/ Donna M. DeCaprio
UNITE HERE LOCAL 54, President		UNITE HERE LOCAL 54, Secretary Treasurer
Bob McDevitt		Donna M. DeCaprio

ATTACHMENT 9

SIDE AGREEMENT FOR HEALTH & WELFARE PLAN
CONTRIBUTIONS AND ARBITRATION PROCEDURE

This Agreement is entered into between the Employers set forth below (hereinafter referred to as “Employers” and UNITE HERE, Local 54 (hereinafter referred to as the “Union”)

Section 1: The parties have entered into a Collective Bargaining Agreement (“Agreement”) for a five (5) year period which provides, among many items, yearly increases to be paid by the Employer to the Health and Welfare Fund (“Fund”). The increases contained in the Agreement are those provided by the Fund’s actuaries based on their good faith calculation as to the increase in costs necessary for the term of the Agreement.

Section 2: The parties believe that the increases agreed to in negotiation should be sufficient. However, the parties also recognize that the cost of insurance can fluctuate for various reasons. Accordingly, the parties agree that on January 2, 2008, the CEO of the Fund will notify the Employers whether the amount agreed to for the 4 th year of the Agreement will be sufficient to pay for the benefit costs, operating and professional costs, reserve requirements, and other costs of the HEREIU Welfare Fund Atlantic City casino plan unit. The parties further agree that should the amount be inadequate, the trustees of the Fund, both management and Union, will meet as often as necessary between January 2, 2008 and February 15, 2008 to attempt to agree to any changes in the plan including, but not limited to, changes in the Fund benefits, eligibility, etc. in order to avoid an increase in the cost contributed by the Employers. On January 2, 2009 the CEO of the Fund will again notify the Employers whether the amount agreed to for the 5 th year of the Agreement will be sufficient to pay for the same items listed above. If the amount is inadequate, the Trustees of the Fund, both management and Union, will meet as often as possible between January 2, 2009 and February 15, 2009, to attempt to agree to any changes in the plan including, but not limited to, changes in the Fund benefits, eligibility, etc., in order to avoid an increase in the cost contributed by the Employers.

Section 3: In either the 4 th or 5 th year, if the Fund trustees are unable, after a good faith effort, to agree to steps necessary to avoid an increase in the cost contributed by the Employers, and all of the Trustees cannot come to an agreement as to an amount necessary to maintain the fund, the issue will be jointly referred to the Society of Actuaries, the American Society of Actuaries, or a similar agreed-upon group which lists actuaries, where a list of seven independent actuaries (and a complete resume) will be requested and received from the chosen actuaries group. The panel requested and received from the actuaries group shall be limited to persons with credentials in health and welfare plan determination and have published experience in actuarial issues and/or disputes involving health insurance plans in the private sector. To the extent reasonable, the labor arbitration rules of the American Arbitration Association shall apply in any hearing on the issue.

Section 4: Upon receipt of the panel from the actuaries group, the parties will meet within three (3) business days, if practicable, to select the actuary. The selection shall be by agreement or by alternative

strike being determined by coin flip. The parties shall notify the actuary of the selection by the next business day and seek expedition of available dates. The parties agree to accept the first available date offered by the selected actuary that is at least seven (7) business days following the parties receipt of available dates.

Section 5: The only issue to be presented to the actuary is the additional amount, if any, necessary to pay for the benefit costs, operating and professional costs, reserve requirements, and other costs of the Fund (Atlantic City) casino plan unit. At least five (5) business days prior to the initial hearing date, each party shall furnish the actuary what it deems to be the appropriate amount necessary for the particular year (4 th or 5 th ) of the Agreement; which shall be used by the actuary as the framework for the analysis and award. The parties may submit any expert testimony they desire and relevant documents.

Section 6: The parties agree to submit post-hearing briefs within 14 days of the close of the hearing or receipt of a written transcript of those proceedings, whichever is later. If a transcript is made, the parties shall request expedited transcription and delivery. The actuary’s decision, which shall be final and binding on the parties, shall be rendered within 30 days of the submission of post-hearing briefs. The award shall be effective as of March 1, 2008 or March 1, 2009. Notwithstanding the additional amount, if any, the actuary determined to be the applicable amount, any additional increase shall be capped over and above the amount already set forth in the Collective Bargaining Agreement, to an additional $.17 an hour for the year 2008 and $.19 an hour for the year 2009.

Section 7: The actuary shall not have any power or authority to change, alter, add to, supplement, subtract from, or delete from either this Side Agreement or any provision of the Agreement. No issue other than set forth above shall be submitted to the actuary, and the actuary shall not have any power or authority to rule on any such issue.

Section 8: There shall be no strike or lockout at any time thereafter through the expiration of this Side Agreement and the Agreement. If the decision of the Actuary serving as the Arbitrator is not made by April 15, 2008, or April 15, 2009, the Employer shall contribute the amount specified in the Collective Bargaining Agreement effective March 1, 2008, or March 1, 2009, and then shall retroactively contribute the additional amount, if any, determined by the Actuary.

Section 9: Each party is responsible for its own costs, expenses and fees related to the arbitration. The cost of the transcript and Actuary, who is serving as an Arbitrator, shall be borne by the Fund.

Section 10: The presence of this arbitration procedure in this Side Agreement is unique to the facts and circumstances existing as to this particular Collective Bargaining Agreement. It shall not be deemed as establishing or constituting any precedent for any future dealings or negotiations between the parties, or their parent and affiliates.

Section 11: The Employers and the Union also realize that the cost of health insurance, including medications, in the Atlantic City area, are extremely high and anything that would reduce such costs would be beneficial to the Employers, the Union, and the Employees. The Union and the Employers agree to set

up a committee made up of an equal number of Union and Employer representatives to explore jointly possibilities to reduce or at least control health insurance costs, including group bargaining with hospitals and other health care providers as well as . the possibility of health care clinics and/or prescription drug dispensaries.

Accepted and Agreed by:		Accepted and Agreed by:
ADAMAR OF NEW JERSEY,INC.,		UNITE HERE Local 54
TROPICANA CASINO AND RESORT


/s/ [ILLEGIBLE]		/s/ Bob McDevitt


		/s/ Donna M. DeCaprio

ATTACHMENT 10

UNITE HERE INTERNATIONAL UNION TIP

The Employer agrees to honor political contribution deduction authorization from its employees in the following form:

I hereby authorize the Employer to deduct from my pay the sum of $1.00 per month and to forward that amount to the UNITE HERE International Union TIP - “To Insure Progress”. This authorization is signed voluntarily and with the understanding that the UNITE HERE Tip Campaign Committee International Union TIP - “to Insure Progress” will use this money to make political contributions and expenditures in connection with Federal elections. I am aware of my right to refuse to sign this authorization without reprisal. This authorization may be revoked by mailing notices of revocation by United States Registered or Certified Mail, Return Receipt Requested, to the Treasurer, UNITE HERE TIP Campaign Committee International Union TIP - “To Insure Progress”, 275 7th Avenue, New York, NY 10001 and to the Employer.

The political contribution deduction shall be made once each month during which an employee who has performed compensated service has in effect a voluntarily executed political contribution deduction authorization. The money shall be remitted within thirty (30) days after the last day of the preceding month to the UNITE HERE TIP Campaign Committee International Union TIP - “To Insure Progress”, 275 7 th Avenue, New York, NY 10001, accompanied by a form stating the name and Social Security number of each employee for whom a deduction has been made, and the amount deducted.

The Union shall indemnify, defend and save the Employer harmless against any and all claims, demands, suits or other terms of liability that shall arise out of or by reason of action taken by the Employer in reliance upon payroll deduction authorization cards submitted to the Employer.

Accepted and Agreed by:		Accepted and Agreed by:
ADAMAR OF NEW JERSEY,INC.,		UNITE HERE LOCAL 54
D/B/A TROPICANA CASINO AND RESORT

/s/ [ILLEGIBLE]		/s/ Bob McDevitt


		/s/ Donna M. DeCaprio

ATTACHMENT 11

401 (K) Plan

Upon receipt of a copy of a current determination letter from the Internal Revenue Service stating that the UNITE Textile Workers Pension Fund’s National Plus Plan (the “Union 401(k) Plan”) meets the requirements for qualification under Section 401(a) of the Internal Revenue Code, the Employer will begin withholding the amount designated as an elective contribution to the Union 401(k) Plan. Such designation must be properly made by an employee on the salary reduction authorization and election form supplied by the Union 401(k) Plan for this purpose. Neither the Employer nor the Union shall have any obligation to make any contributions to the Union 401(k) Plan (including, but not limited to, non-elective or matching contributions).

The form and operation of the Union 401(k) Plan shall comply with the provisions of applicable law (including the Internal Revenue Code and ERISA), including compliance with the fiduciary responsibility and reporting and disclosure provisions of ERISA and the Internal Revenue Code.

The sole involvement of the Employer with the Union 401(k) Plan, and the only obligations of the Employer hereunder, shall be to withhold the designated contributions from employee’s wages on a pre-tax basis, to transmit such contributions (along with required reports) to the Trustees of the Union 401(k) Plan, to report such contributions on an employee’s W-2 form, and to provide such information and reports as are required from the Employer by the Union 401(k) Plan to facilitate discrimination testing and qualification of the Plan. The Employer shall not be required to pay, nor shall the Employer have any obligation or responsibility for, any liability, cost or expense relating to the Union 401(k) Plan, other than such obligations set forth in the preceding sentence.

IN WITNESS WHEREOF, the parties hereto by their duly designated representatives have hereunto set their hands this day of , 2004, in Atlantic County, State of New Jersey.

/s/ ILLEGIBLE		/s/ Bob McDevitt
ADAMAR OF NEW JERSEY, INC., D/B/A TROPICANA CASINO AND RESORT		UNITE HERE LOCAL 54


BY:	/s/ Pamela J. Popielarski	BY:	/s/ Bob McDevitt

ITS:		ITS:

		BY:	/s/ Donna M. DeCaprio

		ITS:	3/3/06

ATTACHMENT 11 (continued)
PARTICIPATION AGREEMENT
NATIONAL PLUS PLAN
UNITE TEXTILE WORKERS PENSION FUND

The Employer shall become a participating Employer in the UNITE Textile Workers Pension Fund’s National Plus Plan (hereinafter called the “Plan”) effective . The Employer agrees to be bound by the Agreement and Declaration of Trust of the UNITE Textile Workers Pension Fund as may be amended from time to time. The Employer further agrees and consents to the Employer- designated Trustees of the said Fund to serve as such in accordance with the aforesaid Agreement and Declaration of Trust.

The Employer agrees to forward to the Fund on behalf of each participating employee covered by the Collective Bargaining Agreement, before the tenth of each month, for all payroll weeks ending in the prior calendar month, employee contributions made in accordance with the following language.

Each participating employee may contribute to the National Plus Plan through payroll deduction and such deductions will be made based on one of the following methods.

o dollars per week

o cents per hour

o percentage of pay

All contributions shall be made payable to the National Plus Plan of the UNITE Textile Workers Pension Fund and shall be remitted to the office of the Fund.

The Employer shall submit monthly, a list showing the names and Social Security numbers of all employees, the amount of employee contributions, and the resulting contributions due. If contributions are made on a cents per hour basis, hours compensated must also be reported (the “Contribution Report”).

The Trustees may at any time have an audit made of the Employer’s payroll and wage records and other relevant financial records of the Employer in connection with the said contributions and/or reports.

In addition to any other remedies to which the Fund may be entitled, if the Employer is delinquent for one or more months, The Employer shall pay interest, retroactive to the due date, at the rate the Trustees require on monies due the Fund, from the date when the payment was due to the date when payment is received by the Fund, the greater of 20% of liquidated damages on the delinquent amount or double interest, and all expenses of collection, including, but not limited to, legal fees.

In addition to any other remedies to which the Fund may be entitled, if the Employer is delinquent for one or more months in submitting a Contribution Report to the Fund, the Employer shall pay interest on

unreported contributions, retroactively to the due date of such reports, at the rate the Trustees require on monies due the Fund, from the date when the Contribution Report was due to the date when the Contribution - Report is received by the Fund, the greater of 20% of liquidated damages on the unreported contributions or double interest, and all expenses of collection, including, but not limited to, legal fees.

The employer shall provide to the UNITE Textile Workers Pension Fund, on a timely basis, information the UNITE Textile Workers Pension Fund reasonably requests for the purpose of conducting non-discrimination testing for the National Plus Plan.

/s/ [ ILLEGIBLE]		6-7-06
ADAMAR OF NEW JERSEY,INC., D/B/A TROPICANA CASINO AND RESORT		Date

/s/ [ ILLEGIBLE]		3/9/06
UNITE HERE LOCAL 54		Date

ATTACHMENT 12

EXAMPLES 1 THRU 9 ARE FOR EMPLOYEES COVERED BY SCHEDULE A-2 OF THE CBA

Example 1 - Schedule A-2 (Bartenders) — HIRED 1/15/07

1/15/07	$9.01	Start
1/15/08	$9.33	First half of 1 year increase
7/15/08	$9.65	Remainder of 1 year increase
1/15/09	$10.07	First half of 2 year increase
7/15/09	$10.48	Remainder of 2 year increase

Example 2 - Schedule A-2 (Bartenders) — HIRED 1/15/06

1/15/06	$9.01	Start
1/15/07	$9.65	1 year
1/15/08	$10.07	First half of 2 year increase
7/15/08	$10.48	Remainder of 2 year increase
9/15/08	$10.89	First Half of 3 rd Step
3/15/09	$11.30	Remainder of 3 rd step

Example 3 - Schedule A-2 (Bartenders) — HIRED 1/15/05

1/15/05	$9.01	Start
1/15/06	$9.65	1 year
1/15/07	$10.48	2 year
9/15/07	$10.89	First Half of 3 rd Step
3/15/08	$11.30	Remainder of 3 rd step
9/15/08	$11.71	First Half of 4 th Step
3/15/09	$12.12	Remainder of 4 th step

Example 4 - Schedule A-2 (Bartenders) — HIRED 9/1/04

9/1/04	$9.01	Start
9/1/05	Freeze
9/15/05	$9.65	1 Year
9/1/06	$9.65
9/15/06	$10.48	2 Year
9/15/07	$10.89	First Half of 3 rd Step
3/15/08	$11.30	Remainder of 3 rd step
9/15/08	$11.71	First Half of 4 th Step
3/15/09	$12.12	Remainder 4 th step

Example 5 - Schedule A-2 (Bartenders) — HIRED 2/5/04

2/5/04	$9.01	Start
2/5/05	Freeze
9/15/05	$9.65	1 Year
2/5/06	$9.65
9/15/06	$10.48	2 Year
9/15/07	$10.89	First Half of 3 rd Step
3/15/08	$11.30	Remainder of 3 rd step
9/15/08	$11.71	First Half of 4 th Step
3/15/09	$12.12	Remainder of 4 th step

Example 6 - Schedule A-2 (Bartenders) — HIRED 2/5/03

2/5/03	$9.01	Start
2/5/04	$9.65	1 year
2/5/05	Freeze
9/15/05	$10.48	2 Year
9/15/06	$11.30	3 Year
9/15/07	$11.71	First Half of 4 th Step
3/15/08	$12.12	Remainder of 4 th step
9/15/08	$12.48	First Half of 5 th Step
3/15/09	$12.83	Remainder of 5 th step

ATTACHMENT 12

Example 7 - Schedule A-2 (Bartenders) — HIRED 2/5/02

2/5/02	$9.01	Start
2/5/03	$9.65	1 year
2/5/04	$10.48	2 year
9/15/04	Freeze
9/15/05	$11.30	3 rd Step
9/15/06	$12.12	4 th Step
9/15/07	$12.48	First Half of 5 th Step
3/15/08	$12.83	Remainder of 5 th step
9/15/08	$13.19	First half of 6 th Step
3/15/09	$13.54	Remainder of 6 th Step

Example 8 - Schedule A-2 (Bartenders) — HIRED 2/5/01

2/5/01	$9.01	Start
2/5/02	$9.65	1 year
2/5/03	$10.48	2 year
9/15/03	$11.30	3 rd Step
9/15/04	Freeze
9/15/05	$12.12	4 th Step
9/15/06	$12.83	5 th st ep
9/15/07	$13.19	First half of 6 th Step
3/15/08	$13.54	Remainder of 6 th Step
9/15/08	$13.89	First Half of 7 th Step
3/15/09	$14.24	Remainder of 7 th step

Example 9 - Schedule A-2 (Bartenders) — HIRED 2/5/00

2/5/00	$9.01	Start
2/5/01	$9.65	1 year
2/5/02	$10.48	2 year
9/15/02	$11.30	3 rd Step
9/15/03	$12.12	4 th Step
9/15/04	Freeze
9/15/05	$12.83	5 th Step
9/15/06	$13.54	6 th Step
9/15/07	$13.89	First Half of 7 th Step
3/15/08	$14.24	Remainder of 7 th Step
9/15/08	$15.29	First half of step to top
3/15/09	$16.34	Remainder of step to top

EXAMPLES 10 THRU 12 ARE FOR EMPLOYEES COVERED BY SCHEDULE A OF THE CBA

Example 10 - Schedule A (Bartenders) — HIRED 2/5/99

2/5/99	$9.01	Start
2/5/00	$9.65	1 year
2/5/01	$12.12	2 year
9/15/01	$12.51	3 rd Step
9/15/02	$12.89	4 th Step
9/15/03	$13.27	5 th Step
9/15/04	Freeze
9/15/05	$13.70	6 th Step
9/15/06	$14.24	7 th Step
9/15/07	$15.14	First half of step to top
3/15/08	$16.04	Remainder of step to top
9/15/08	$16.34	$.30 raise

Example 11 - Schedule A (Bartenders) — HIRED 2/5/98

2/5/98	$9.01	Start
2/5/99	$9.65	1 year
2/5/00	$12.12	2 year
9/15/00	$12.51	3 rd Step
9/15/01	$12.89	4 th Step
9/15/02	$13.27	5 th Step
9/15/03	$13.70	6 th Step
9/15/04	Freeze
9/15/05	$14.24	7 th Step
9/15/06	$15.79	Top Scale, but no Bonus
9/15/07	$16.04	$.25 raise
9/15/08	$16.34	$.30 raise

ATTACHMENT 12

Example 12 - Schedule A (Bartenders) — HIRED 2/5/97

2/5/97	$9.01	Start
2/5/98	$9.65	1 year
2/5/99	$12.12	2 year
9/15/99	$12.51	3 rd Step
9/15/00	$12.89	4 th Step
9/15/01	$13.27	5 th Step
9/15/02	$13.70	6 th Step
9/15/03	$14.24	7 th Step
9/15/04	Freeze
9/15/05	$15.79	Top Scale, but No Bonus
9/15/06	$15.79	Bonus
9/15/07	$16.04	$.25 raise
9/15/08	$16.34	$.30 raise

EXAMPLE 13 IS FOR TOP SCALE EMPLOYEES AS OF 9/14/04

Example 13 - Bartenders — HIRED 2/5/96 or earlier

15/03	$15.79	Top Scale
15/04	$15.79	Freeze
9/15/05	$15.79	BONUS
9/15/06	$15.79	BONUS
9/15/07	$16.04	$.25 raise
9/15/08	$16.34	$.30 raise

Tropicana
SCHEDULE A

Employee’s hired prior to Sept. 15, 1999
Effective 9/15/04 thru 9/14/05 wage freeze
Effective 9/15/05 thru 9/14/07 employees will move thru this schedule

JOB CLASSIFICATION

START

1 YEAR

2 YEARS

3 RD STEP

4 TH STEP

5 TH STEP

6 TH STEP

7 TH STEP

Bartender

9.01

9.65

12.12

12.51

12.89

13.27

13.70

14.24

Bell Captain

6.90

7.10

8.25

8.51

8.77

9.03

9.32

9.69

Bell Services Attendant

4.31

4.50

5.65

5.83

6.00

6.18

6.38

6.64

Beverage Server

4.31

4.50

5.65

5.83

6.00

6.18

6.38

6.64

Beverage Service Attendant

6.86

7.50

9.80

10.11

10.41

10.72

11.07

11.51

Buffet Beverage Server

5.74

6.19

7.34

7.58

7.80

8.04

8.29

8.63

Butcher

9.89

10.85

13.41

13.84

14.26

14.69

15.16

15.76

Cafeteria Attendant

7.50

7.98

10.27

10.60

10.92

11.25

11.61

12.07

Captain Showroom

7.82

8.30

10.59

10.93

11.26

11.60

11.97

12.45

Coatroom Attendant

5.47

5.99

7.10

7.33

7.55

7.77

8.02

8.34

Concession Attendant

7.82

8.30

10.59

10.93

11.26

11.60

11.97

12.45

Convention Service Attendant

8.73

9.05

11.34

11.71

12.06

12.42

12.82

13.33

Cook

9.89

10.85

13.41

13.84

14.26

14.69

15.16

15.76

Cook, Intermediate

8.62

9.57

12.14

12.53

12.90

13.29

13.71

14.26

Cook, Pastry

9.89

10.85

13.41

13.84

14.26

14.69

15.16

15.76

Cook, Relief

10.85

12.44

15.14

15.62

16.09

16.57

17.10

17.79

Counter Server

4.63

4.82

5.97

6.16

6.34

6.53

6.74

7.01

Door Attendant

4.79

4.98

6.13

6.32

6.51

6.71

6.92

7.20

Fast Food Attendant

7.82

8.46

10.77

11.11

11.44

11.79

12.16

12.65

Food Runner

7.50

7.98

10.27

10.60

10.92

11.25

11.61

12.07

Food Server

4.31

4.50

5.65

5.83

6.00

6.18

6.38

6.64

Food Service Attendant, Non-Tipped

7.50

7.98

10.27

10.60

10.92

11.25

11.61

12.07

Food Service Attendant, Tipped

4.95

5.14

6.29

6.49

6.68

6.88

7.10

7.39

Garde Manger

9.89

10.85

13.41

13.84

14.26

14.69

15.16

15.76

Gourmet Food Server

4.63

4.82

5.97

6.16

6.34

6.53

6.74

7.01

Greeter/Host/Hostess

7.82

8.30

10.59

10.93

11.26

11.60

11.97

12.45

House Keeper

7.50

7.98

10.27

10.60

10.92

11.25

11.61

12.07

House Keeping Attendant

7.50

7.98

10.27

10.60

10.92

11.25

11.61

12.07

Lead Inventory Clerk

8.50

8.98

11.27

11.60

11.92

12.25

12.61

13.07

Line Attendant

7.50

7.98

10.27

10.60

10.92

11.25

11.61

12.07

Line Server

7.50

7.98

10.27

10.60

10.92

11.25

11.61

12.07

Liquor Room Expediter

7.50

7.98

10.27

10.60

10.92

11.25

11.61

12.07

Luggage Room Attendant

7.00

8.00

9.00

9.29

9.57

9.85

10.17

10.58

Pantry Attendant

7.82

8.46

10.77

11.11

11.44

11.79

12.16

12.65

Porter, Heavy

7.98

8.30

10.59

10.93

11.26

11.60

11.97

12.45

**Porter, Kitchen Utility, Public Area, Recycling

7.50

7.98

10.27

10.60

10.92

11.25

11.61

12.07

Stocker

7.50

7.98

10.27

10.60

10.92

11.25

11.61

12.07

Uniform Inventory Clerk

7.50

7.98

10.27

10.60

10.92

11.25

11.61

12.07

Vip Server

4.31

4.50

5.65

5.83

6.00

6.18

6.38

6.64

**The classifications of Porter listed above in no way alters the current system of seniority for Porter in Kitchen Utility, Public Area, or Recycling.

SEE WAGE AGREEMENT FOR EXPLANATION OF WAGE PROGRESSION

Tropicana
SCHEDULE A-2
(Employee’s hired on or after to Sept. 15, 1999)
Effective 9/15/04 thru 9/14/05 wage freeze
Effective 9/15/05 thru 9/14/07 employees will move thru this schedule

JOB CLASSIFICATION

SEASONAL

START

1 YEAR

2 YEARS

3 RD STEP

4 TH STEP

5 TH STEP

6 TH STEP

7 TH STEP

Bartender

8.38

9.01

9.65

10.48

11.30

12.12

12.83

13.54

14.24

Bell Captain

6.39

6.90

7.10

7.48

7.87

8.25

8.72

9.18

9.69

Bell Services Attendant

3.80

4.31

4.50

4.88

5.27

5.65

5.98

6.31

6.64

Beverage Server

3.80

4.31

4.50

4.88

5.27

5.65

5.98

6.31

6.64

Beverage Service Attendant

6.22

6.86

7.50

8.26

9.03

9.80

10.37

10.94

11.51

Buffet Beverage Server

5.23

5.74

6.19

6.57

6.96

7.34

7.77

8.20

8.63

Butcher

9.25

9.89

10.85

11.70

12.56

13.41

14.20

14.98

15.76

Cafeteria Attendant

6.86

7.50

7.98

8.72

9.51

10.27

10.87

11.47

12.07

Captain Showroom

7.18

7.82

8.30

9.06

9.83

10.59

11.21

11.83

12.45

Coat Room Attendant

—

5.47

5.99

6.36

6.73

7.10

7.55

7.99

8.34

Concession Attendant

7.18

7.82

8.30

9.06

9.83

10.59

11.21

11.83

12.45

Convention Service Attendant

8.09

8.73

9.05

9.81

10.58

11.34

12.01

12.67

13.33

Cook

9.25

9.89

10.85

11.70

12.56

13.41

14.20

14.98

15.76

Cook, Intermediate

7.98

8.62

9.57

10.43

11.28

12.14

12.85

13.55

14.26

Cook, Pastry

9.25

9.89

10.85

11.70

12.56

13.41

14.20

14.98

15.76

Cook, Relief

10.21

10.85

12.44

13.34

14.24

15.14

16.02

16.90

17.79

Counter Server

4.12

4.63

4.82

5.20

5.58

5.97

6.32

6.66

7.01

Door Attendant

4.28

4.79

4.98

5.36

5.74

6.13

6.48

6.84

7.20

Fast Food Attendant

7.18

7.82

8.46

9.23

10.00

10.77

11.39

12.02

12.65

Food Runner

6.86

7.50

7.98

8.72

9.51

10.27

10.87

11.47

12.07

Food Server

3.80

4.31

4.50

4.88

5.27

5.65

5.98

6.31

6.64

Food Service Attendant, Non-Tipped

6.86

7.50

7.98

8.72

9.51

10.27

10.87

11.47

12.07

Food Service Attendant, Tipped

4.44

4.95

5.14

5.52

5.90

6.29

6.52

7.02

7.39

Garde Manger

9.25

9.89

10.85

11.70

12.56

13.41

14.20

14.98

15.76

Gourmet Food Server

4.17

4.63

4.82

5.20

5.58

5.97

6.25

6.66

7.01

Greeter/Host/Hostess

7.18

7.82

8.30

9.06

9.83

10.59

11.21

11.83

12.45

House Keeper

6.86

7.50

7.98

8.72

9.51

10.27

10.87

11.47

12.07

House Keeping Attendant

6.86

7.50

7.98

8.72

9.51

10.27

10.87

11.47

12.07

Lead Uniform Inventory Clerk

7.86

8.50

8.98

9.72

10.51

11.27

11.87

12.47

13.07

Line Attendant

6.86

7.50

7.98

8.72

9.51

10.27

10.87

11.47

12.07

Line Server

6.86

7.50

7.98

8.72

9.51

10.27

10.87

11.47

12.07

Liquor Room Expediter

6.86

7.95

7.98

8.72

9.51

10.27

10.87

11.47

12.07

Luggage Attendant

6.22

7.00

8.00

8.33

8.67

9.00

9.53

10.05

10.58

Pantry Attendant

7.18

7.82

8.46

9.23

10.00

10.77

11.39

12.02

12.65

Porter, Heavy

7.34

7.98

8.30

9.06

9.83

10.59

11.21

11.83

12.45

**Porter, Kitchen Utility, Public Area, Recycling

6.86

7.50

7.98

8.72

9.51

10.27

10.87

11.47

12.07

Stocker

6.86

7.50

7.98

8.72

9.51

10.27

10.87

11.47

12.07

Uniform Attendant

6.86

7.50

7.98

8.72

9.51

10.27

10.87

11.47

12.07

Vip Server

3.80

4.31

4.50

4.88

5.27

5.65

5.98

6.31

6.64

**The classification of Porter listed above in no way alters the current system of seniority for Porters in Kitchen Utility, Public Area, or Recycling.

SEE WAGE AGREEMENT FOR EXPLANATION OF WAGE PROGRESSION

TROPICANA

SCHEDULE A-2(2)

(for employees hired on or after after Sept. 15, 1999)
Effective 9/15/07 thru 9/14/09

employees will mo v e thru this schedule

1 Year

2 Years

3 rd Step

4th Step

JOB CLASSIFICATION

SEASONAL

START

1 Year

1 year, 6
mos.

2 years

2 yrs., 6
mos.

9/15/07
9/15/08

3/15/08
3/19/09

9/15/07
9/15/08

3/15/08
3/19/09

Bartender

8.38

9.01

9.33

9.65

10.06

10.48

10.89

11.30

11.71

12.12

Bell Captain

6.39

6.90

7.00

7.10

7.29

7.48

7.67

7.87

8.06

8.25

Bell Services Attendant

3.80

4.31

4.40

4.50

4.69

4.88

5.07

5.27

5.46

5.65

Beverage Server

3.80

4.31

4.40

4.50

4.69

4,88

5.07

5.27

5.46

5.65

Beverage Service Attendant

6.22

6.86

7.18

7.50

7.88

8.26

8.65

9.03

9.41

9.80

Buffet Beverage Server

5.23

5.74

5.97

6.19

6.38

6.57

6.77

6.96

7.15

7.34

Butcher

9.25

9.89

10.37

10.85

11.28

11.70

12.13

12.56

12.99

13.41

Cafeteria Attendant

6.86

7.50

7.74

7.98

8.35

8.72

9.12

9.51

9.89

10.27

Captain Showroom

7.18

7.82

8.06

8.30

8.68

9.06

9.45

9.83

10.21

10.59

Coat Room Attendant

—

5.47

5.73

5.99

6.18

6.36

6.55

6.73

6.92

7.10

Concession Attendant

7.18

7.82

8.06

8.30

8.68

9.06

9.45

9.83

10.21

10.59

Convention Service Attendant

8.09

8.73

8.89

9.05

9.43

9.81

10.20

10.58

10.96

11.34

Cook

9.25

9.89

10.37

10.85

11.28

11.70

12.13

12.56

12.99

13.41

Cook, Intermediate

7.98

8.62

9.09

9.57

10.00

10.43

10.85

11.28

11.71

12.14

Cook, Pastry

9.25

9.89

10.37

10.85

11.28

11.70

12.13

12.56

12.99

13.41

Cook, Relief

10.21

10.85

11.65

12.44

12.89

13.34

13.79

14.24

14.69

15.14

Counter Server

4.12

4.63

4.72

4.82

5.01

5.20

5.39

5.58

5.78

5.97

Door Attendant

4.28

4.79

4.88

4.98

5.17

5.36

5.55

5.74

5.93

6.13

Fast Food Attendant

7.18

7.82

8.14

8.46

8.84

9.23

9.61

10.00

10.38

10.77

Food Runner

6.86

7.50

7.74

7.98

8.35

8.72

9.12

9.51

9.89

10.27

Food Server

3.80

4.31

4.40

4.50

4.69

4.88

5.07

5.27

5.46

5.65

Food Service Attendant, Non-Tipped

6.86

7.50

7.74

7.98

8.35

8.72

9.12

9.51

9.89

10.27

Food Service Attendant, Tipped

4.44

4.95

5.04

5.14

5.33

5.52

5.71

5.90

6.09

6.29

Garde Manger

9.25

9.89

10.37

10.85

11.28

11.70

12.13

12.56

12.99

13.41

Gourmet Food Server

4.12

4.63

4.73

4.82

5.01

5.20

5.39

5.58

5.78

5.97

Greeter/Host/Hostess

7.18

7.82

8.06

8.30

8.68

9.06

9.45

9.83

10.21

10.59

House Keeper

6.86

7.50

7.74

7.98

8.35

8.72

9.12

9.51

9.89

10.27

House Keeping Attendant

6.86

7.50

7.74

7.98

8.35

8.72

9.12

9.51

9.89

10.27

Lead Uniform Attendant

7.86

8.50

8.74

8.98

9.35

9.72

10.12

10.51

10.89

11.27

Line Attendant

6.86

7.50

7.74

7.98

8.35

8.72

9.12

9.51

9.89

10.27

Line Server

6.86

7.50

7.74

7.98

8.35

8.72

9.12

9.51

9.89

10.27

Liquor Room Expediter

6.86

7.95

7.96

7.98

8.35

8.72

9.12

9.51

9.89

10.27

Luggage Attendant

6.22

7.00

7.50

8.00

8.17

8.33

8.50

8.67

8.83

9.00

Pantry Attendant

7.18

7.82

8.14

8.46

8.84

9.23

9.61

10.00

10.38

10.77

Porter, Heavy

7.34

7.98

8.14

8.30

8.68

9.06

9.45

9.83

10.21

10.59

**Porter, Kitchen Utility, Public Area, Recycling

6.86

7.50

7.74

7.98

8.35

8.72

9.12

9.51

9.89

10.27

Stocker

6.86

7.50

7.74

7.98

8.35

8.72

9.12

9.51

9.89

10.27

Uniform Attendant

6.86

7.50

7.74

7.98

8.35

8.72

9.12

9.51

9.89

10.27

Vip Server

3.80

4.31

4.40

4.50

4.69

4.88

5.07

5.27

5.46

5.65

**The classification of Porter listed above in no way alters the current system of seniority for Porters in Kitchen Utility, Public Area, or Recycling.

SEE WAGE AGREEMENT FOR EXPLANATION OF WAGE PROGRESSION

TROPICANA

SCHEDULE A-2(2)

(for employees hired on or after after Sept. 15, 1999)
Effective 9/15/07 thru 9/14/09

employees will move thru this schedule

5th Step

6th Step

7th Step

Top Rate

JOB CLASSIFICATION

9/15/07
9/15/08

3/15/08
3/19/09

9/15/07
9/15/08

3/15/08
3/19/09

9/15/07
9/15/08

3/15/08
3/19/09

9/15/07
***

3/15/08

9/15/08
****

3/15/09

Bartender

12.48

12.83

13.18

13.54

13.89

14.24

15.14

16.04

15.29

16.34

Bell Captain

8.48

8.72

8.95

9.18

9.44

9.69

10.59

11.49

10.74

11.79

Bell Services Attendant

5.81

5.98

6.14

6.31

6.47

6.64

7.54

8.44

7.69

8.74

Beverage Server

5.81

5.98

6.14

6.31

6.47

6.64

7.54

8.44

7.69

8.74

Beverage Service Attendant

10.08

10.37

10.65

10.94

11.22

11.51

12.41

13.31

12.56

13.61

Buffet Beverage Server

7.55

7.77

7.98

8.20

8.41

8.63

9.53

10.43

9.68

10.73

Butcher

13.81

14.20

14.59

14.98

15.37

15.76

16.66

17.56

16.81

17.86

Cafeteria Attendant

10.57

10.87

11.17

11.47

11.77

12.07

12.97

13.87

13.12

14.17

Captain Showroom

10.90

11.21

11.52

11.83

12.14

12.45

13.35

14.25

13.50

14.55

Coat Room Attendant

7.32

7.55

7.77

7.99

8.17

8.34

9.24

10.14

9.39

10.44

Concession Attendant

10.90

11.21

11.52

11.83

12.14

12.45

13.35

14.25

13.50

14.55

Convention Service Attendant

11.67

12.01

12.34

12.67

13.00

13.33

14.23

15.13

14.38

15.43

Cook

13.81

14.20

14.59

14.98

15.37

15.76

16.66

17.56

16.81

17.86

Cook, Intermediate

12.49

12.85

13.20

13.55

13.91

14.26

15.16

16.06

15.31

16.36

Cook, Pastry

13.81

14.20

14.59

14.98

15.37

15.76

16.66

17.56

16.81

17.86

Cook, Relief

15.58

16.02

16.46

16.90

17.35

17.79

18.69

19.59

18.84

19.89

Counter Server

6.14

6.32

6.49

6.66

6.84

7.01

7.91

8.81

8.06

9.11

Door Attendant

6.30

6.48

6.66

6.84

7.02

7.20

8.10

9.00

8.25

9.30

Fast Food Attendant

11.08

11.39

11.71

12.02

12.34

12.65

13.55

14.45

13.70

14.75

Food Runner

10.57

10.87

11.17

11.47

11.77

12.07

12.97

13.87

13.12

14.17

Food Server

5.81

5.98

6.14

6.31

6.47

6.64

7.54

8.44

7.69

8.74

Food Service Attendant, Non-Tipped

10.57

10.87

11.17

11.47

11.77

12.07

12.97

13.87

13.12

14.17

Food Service Attendant, Tipped

6.40

6.52

6.77

7.02

7.20

7.39

8.29

9.19

8.44

9.49

Garde Manger

13.81

14.20

14.59

14.98

15.37

15.76

16.66

17.56

16.81

17.86

Gourmet Food Server

6.11

6.25

6.46

6.66

6.84

7.01

7.91

8.81

8.06

9.11

Greeter/Host/Hostess

10.90

11.21

11.52

11.83

12.14

12.45

13.35

14.25

13.50

14.55

House Keeper

10.57

10.87

11.17

11.47

11.77

12.07

12.97

13.87

13.12

14.17

House Keeping Attendant

10.57

10.87

11.17

11.47

11.77

12.07

12.97

13.87

13.12

14.17

Lead Uniform Attendant

11.57

11.87

12.17

12.47

12.77

13.07

13.97

14.87

14.12

15.17

Line Attendant

10.57

10.87

11.17

11.47

11.77

12.07

12.97

13.87

13.12

14.17

Line Server

10.57

10.87

11.17

11.47

11.77

12.07

12.97

13.87

13.12

14.17

Liquor Room Expediter

10.57

10.87

11.17

11.47

11.77

12.07

12.97

13.87

13.12

14.17

Luggage Attendant

9.26

9.53

9.79

10.05

10.31

10.58

11.48

12.38

11.63

12.68

Pantry Attendant

11.08

11.39

11.71

12.02

12.34

12.65

13.55

14.45

13.70

14.75

Porter, Heavy

10.90

11.21

11.52

11.83

12.14

12.45

13.35

14.25

13.50

14.55

**Porter, Kitchen Utility, Public Area, Recycling

10.57

10.87

11.17

11.47

11.77

12.07

12.97

13.87

13.12

14.17

Stocker

10.57

10.87

11.17

11.47

11.77

12.07

12.97

13.87

13.12

14.17

Uniform Attendant

10.57

10.87

11.17

11.47

11.77

12.07

12.97

13.87

13.12

14.17

Vip Server

5.81

5.98

6.14

6.31

6.47

6.64

7.54

8.44

7.69

8.74

**The classification of Porter listed above in no way alters the current system of seniority for Porters in Kitchen Utility, Public Area, or Recycling.

*** For employees at the 7th step as of 9/15/06

**** For employees at the 7th step as of 9/15/07

TROPICANA
TOP RATES
SCHEDULE A-1

JOB
CLASSIFICATION

2003-04
Wage Freeze

2005
Plus Bonus

2006
Plus Bonus

2007
($.25 increase)

2008
($.30 increase)

Bartender

15.79

16.04

16.34

Bell Captain

11.24

11.49

11.79

Bell Services Attendant

8.19

8.44

8.74

Beverage Server

8.19

8.44

8.74

Beverage Service Attendant

13.06

13.31

13.61

Buffet Beverage Server

10.18

10.43

10.73

Butcher

17.31

17.56

17.86

Cafeteria Attendant

13.62

13.87

14.17

Captain Showroom

14.00

14.25

14.55

Coatroom Attendant

9.89

10.14

10.44

Concession Attendant

14.00

14.25

14.55

Convention Service Attendant

14.88

15.13

15.43

Cook

17.31

17.56

17.86

Cook, Intermediate

15.81

16.06

16.36

Cook, Pastry

17.31

17.56

17.86

Cook, Relief

19.34

19.59

19.89

Counter Server

8.56

8.81

9.11

Door Attendant

8.75

9.00

9.30

Fast Food Attendant

14.20

14.45

14.75

Food Runner

13.62

13.87

14.17

Food Server

8.19

8.44

8.74

Food Service Attendant, Non-Tipped

13.62

13.87

14.17

Food Service Attendant, Tipped

8.94

9.19

9.49

Garde Manger

17.31

17.56

17.86

Gourmet Food Server

8.56

8.81

9.11

Greeter/Host/Hostess

14.00

14.25

14.55

House Keeper

13.62

13.87

14.17

House Keeping Attendant

13.62

13.87

14.17

Lead Inventory Clerk

14.62

14.87

15.17

Line Attendant

13.62

13.87

14.17

Line Server

13.62

13.87

14.17

Liquor Room Expediter

13.62

13.87

14.17

Luggage Room Attendant

12.13

12.38

12.68

Pantry Attendant

14.20

14.45

14.75

Porter, Heavy

14.00

14.25

14.55

**Porter, Kitchen Utility, Public Area, Recycling

13.62

13.87

14.17

Stocker

13.62

13.87

14.17

Uniform Inventory Clerk

13.62

13.87

14.17

Vip Server

8.19

8.44

8.74

SEE WAGE AGREEMENT FOR EXPLANATION OF WAGE PROGRESSION AND BONUSES

Exhibit 10.14

MEMORANDUM OF UNDERSTANDING

Made this 11 th day of April 2006 by and between Marina Associates; Atlantic City Showboat, Inc.; Bally’s Park Place Inc. d/b/a Bally’s Atlantic City; Boardwalk Regency Corp. d/b/a Caesars Atlantic City; Tropicana Casino & Resort; Resorts International Inc.; Resort’s International Holdings, L.L.C., t/a Atlantic City Hilton; Trump Taj Mahal, Assoc. d/b/a Trump Taj Mahal Hotel & Casino; Trump Plaza Assoc. d/b/a Trump Plaza Hotel & Casino and Trump Marina Assoc. d/b/a Trump Marina Hotel & Casino, (hereinafter referred to collectively as the “Employers” and individually by name) and International Union of Operating Engineers, Local Union 68; NJ Regional Council of Carpenters, Local Union 623 and Painters & Allied Trades District Council 711 (hereafter referred to collectively as the “Unions” and individually by local number).

INTRODUCTION

The Employers and the Unions are parties to ten (10) individual collective bargaining agreements all with the same or substantially similar terms and conditions. For the sake of uniformity and convenience, the Employers have coordinated bargaining for the purpose of negotiating agreements to supersede their respective collective bargaining agreements with the Unions, which will expire midnight April 30, 2006. The following sets forth the agreement reached between the Employers and the Unions subsequent to the conduct of collective bargaining negotiations:

MODIFICATIONS

DURATION

Five (5) years, May 1, 2006 to April 30, 2011

ARTICLE II

For Carpenters, check off of Book Dues, as long as employee authorization is provided and Employer only has to provide one check.

ARTICLE V, SENIORITY

Section 3(c)

Delete language “one year for illness” and amend to read “six months (or one year for worker’s compensation) unless required to be longer, as an accommodation under state or federal law which extension or lack thereof, is not subject to the grievance and arbitration procedure. FMLA and NJFLA leave runs concurrently with leaves under this Agreement to the extent applicable.” (Local 68)

Add similar language for Carpenters and Painters in appropriate Article.

ARTICLE V §5

Shop stewards will receive superseniority for purposes of layoff and recall assuming they are qualified to perform the existing work in the opinion of the Company. The Unions can only designate one shop steward per bargaining unit for this purpose.

ARTICLE V, (CARPENTERS)

Probationary period extended to ninety (90) days.

ARTICLE VII, VACATION

Add number eight (8), add language, “Employees vacations shall be reduced on a pro-rated basis for any leave of absence consistent with the Employer’s leave policies for its unrepresented employees.” Employees must use up to half of their vacation entitlement while on FMLA and NJFLA leave, as long as at least the same is required for the Employer’s unrepresented employees. (Local 68)

Add similar language for Carpenters and Painters in appropriate Article.

ARTICLE XXI, GENERAL CONDITIONS

Section 6

Change two (2) hours to four (4) for overtime. (Local 68)

Add similar language for Carpenters and Painters in appropriate Article.

Section 9

Delete reference to exterminators. (Local 68 only)

NEW LANGUAGE

Add to Article II and Article XII, language attached as Attachment A.

Add identical language for Carpenters and Painters in appropriate Article.

NEW SECTION — DISCIPLINE

Add identical language for Carpenters and Painters in appropriate Article.

ECONOMIC TERMS

Attachment B

LEASED SPACE LANGUAGE

Attachment C, D & E for Operating Engineers

Attachment F for Carpenters

Attachment G for Operating Engineers & Carpenters

EXECUTED THIS 11 th DAY OF APRIL 2006, SUBJECT TO RATIFICATION BY THE RANK AND FILE MEMBERSHIP OF THE UNIONS.

ATTACHMENT A

Add the following language to the Dues and Fund Section as follows:

If the Employer fails to remit deducted share fees, initiation fees, dues or contributions to the Union or the Funds as applicable, after thirty (30) days of the fifteenth of the month following their deduction, the Union may bypass the grievance procedure and file directly for arbitration. Notwithstanding anything in this Agreement to the contrary, if the arbitrator finds that the delinquency violates this Agreement, the arbitrator may award interest, at the prime rate, for the period that the delinquent amounts remained outstanding and may award the Union costs of the arbitration. As a condition to the Union’s proceeding directly to arbitration in the above manner, the Union must serve the Human Resource Department with at least fourteen (14) days written notice, via certified mail, of the delinquent fair share fees, initiation fees, dues or contributions after the above time period has passed.

ATTACHMENT B

ECONOMIC SETTLEMENT

OPERATING ENGINEERS & CARPENTERS

YEAR 1		$1.15
YEAR 2		$1.15
YEAR 3		$1.15
YEAR 4		$1.20
YEAR 5		$1.25 ($1.27 Carpenters)

PAINTERS

YEAR 1		$1.10
YEAR 2		$1.10
YEAR 3		$1.15
YEAR 4		$1.20
YEAR 5		$1.25

Increases to be distributed by the Union(s) in the same manner as past contract.

Lead rate effective first year $2.00 above Mechanic A rate.*

Local 68 Training Fund:		.05¢ additional in 2 nd year
		.05¢ additional in 4 th year

*Employer may provide on an individual basis a rate for a lead that is above $2.00 at its sole discretion

ATTACHMENT C

FOR ALL EMPLOYERS EXCEPT TROPICANA

ADD TO ARTICLE 1, SECTION 2

Existing Language is now considered sub-paragraph (a)

(b) The parties specifically agree that Article 1, Section 2(a) shall not apply to the business operations of any person or entity occupying space pursuant to a lease, contract, sublease, subcontract or other agreement with the Employer entered into prior to the effective date of this Agreement (such leases, contracts, subleases, subcontracts or agreements being referred to herein as the “Existing Contracts”) nor to the space they are occupying or will occupy, provided that the square footage of such location or relocation may not be expanded by more than twenty-five percent (25%) of the present square footage occupied or to be occupied. The foregoing sentence shall apply to the Existing Contracts notwithstanding that the space to be occupied under the Existing Contract has not yet been built out, occupied or opened for business and to any Assignees, Subtenants, or replacement tenants subsequently occupying the space and shall continue for the duration of any renewal or extension of the term of such Existing Contract or any replacement contract. This exclusion shall further apply to any extensions or modification of any Existing Contract, including without limitation those modifications which may involve assignment of an Existing Contract, tenant relocation or the expansion of space occupied pursuant to an Existing Contract. Article 1, Section 2(a) does not apply to space occupied by health club, spa or salon operations, food, snack or beverage operations commonly referred to as ‘fast food” operations and retail operations in general which space is leased, contracted or subcontracted to third parties. The parties have agreed to a side agreement where future leased space would also be exempt from the provisions of Article 1, Section 2(a). All other space leased or subcontracted after the effective date of this Agreement not described in this Section 2(b) shall be covered under Article 1, Section 2(a).

(c) Notwithstanding the preceding paragraph, in leased or subcontracted areas, Local 68 Operating Engineer members will be assigned to major repairs and major maintenance of the basic electrical, steam, gas, water, sewer, HVAC and alarm systems (collectively “Base Systems”) to the extent (1) such type of work is performed by bargaining unit employees at its property consistent with Section 2(a), and (2) it is the Employer’s judgment that such work is critical to maintain the operations of a Base System of the Employer and that it is in the business interest of Employer. Further, the Employer may offer its maintenance services to lessees as it deems appropriate. When the Union becomes aware of a request for the Employer’s maintenance services by a tenant, the Union business agent can discuss the issue with the Employer as to whether the Employer wishes to offer its services with the understanding that, if the Employer chooses to offer its services, the ultimate commercial transaction is in the sole discretion of the Employer.

ATTACHMENT D

TROPICANA ONLY

ADD TO ARTICLE 1, SECTION 2

Existing Language is now considered sub-paragraph (a)

(b) The parties specifically agree that Article 1, Section 2(a) shall not apply to the business operations of any person or entity occupying space pursuant to a lease, contract, sublease, subcontract or other agreement with the Employer entered into prior to the effective date of this Agreement (such leases, contracts, subleases, subcontracts or agreements being referred to herein as the “Existing Contracts”) nor to the space they are occupying or will occupy, provided that the square footage of such location or relocation may not be expanded by more than twenty-five percent (25%) of the present square footage occupied or to be occupied. The foregoing sentence shall apply to the Existing Contracts notwithstanding that the space to be occupied under the Existing Contract has not yet been built out, occupied or opened for business and to any Assignees, Subtenants, or replacement tenants subsequently occupying the space and shall continue for the duration of any renewal or extension of the term of such Existing Contract or any replacement contract. This exclusion shall further apply to any extensions or modification of any Existing Contract, including without limitation those modifications which may involve assignment of an Existing Contract, tenant relocation or the expansion of space occupied pursuant to an Existing Contract. Article 1, Section 2(a) does not apply to space occupied by health club, spa or salon operations, food, snack or beverage operations commonly referred to as “fast food” operations and retail operations in general which space is leased, contracted or subcontracted to third parties. The parties have agreed to a side agreement where future leased space would also be exempt from the provisions of Article 1, Section 2(a). All other space leased or subcontracted after the effective date of Agreement not described in this Section 2(b) shall be covered under Article 1, Section 2(a).

2. The Tropicana in its judgment, has the available staff to perform the work without interfering with its own work and without additional training so as to

complete the repair in a timely manner as set by the Tropicana, based on its priorities and which timeframe is satisfactory to the tenant.

ATTACHMENT E

The parties agree that neither party may use the differences in “leased property language” that exists amongst the employees in any dispute regarding the interpretation of language. Further, the Employers agree that none of them will use the Most Favored Nations Clause regarding “leased property”. Finally, the Union agrees to withdraw all pending Local 68 Operating Engineers arbitrations dealing with leased space.

ATTACHMENT F

RECOGNITION ARTICLE OF THE COLLECTIVE BARGAINING AGREEMENT (CBA)

The Parties specifically agree that the Recognition Article of the CBA shall not apply to the business operations of any person or entity occupying space pursuant to a lease, contract, sublease, subcontract or other agreement with the Employer entered into prior to the effective date of this Agreement (such leases, contracts, subleases, subcontracts or agreements being referred to herein as the “Existing Contracts”) nor to the space they are occupying or will occupy, provided that the square footage of such location or relocation may not be expanded by more than twenty-five percent (25%) of the present square footage occupied or to be occupied. The foregoing sentence shall apply to the Existing Contracts notwithstanding that the space to be occupied under the Existing Contract has not yet been built out, occupied or opened for business and to any Assignees, Subtenants, or replacement tenants subsequently occupying the space and shall continue for the duration of any renewal or extension of the term of such Existing Contract or any replacement contract. This exclusion shall further apply to any extensions or modification of any Existing Contract, including without limitation those modifications which may involve assignment of an Existing Contract, tenant relocation or the expansion of space occupied pursuant to an Existing Contract. The Recognition Article of the CBA does not apply to space occupied by health club, spa or salon operations, food, snack or beverage operations commonly referred to as “fast food” operations and retail operations in general which space is leased, contracted or subcontracted to third Parties. The Parties have agreed to a side agreement where future leased space would also be exempt from the provisions of the Recognition Article of the CBA. All other future leased or subcontracted spaces not described under this provision will be covered under the CBA.

Notwithstanding the preceding paragraph, in leased or subcontracted areas, the Employer’s carpenters will be assigned to the major repairs of the demising walls (base system) due to damage created by the Employer which causes an opening from one side to the other of the demising wall if it is in the Employer’s judgment that such work is critical to maintain the base system and it is in the business interest of the Employer. If the damage is to the Employer’s side of the demising wall only, the repair will also be performed by the Employer’s carpenters.

ATTACHMENT G

FUTURE LEASED SPACE

The reference in the proposals to Side Agreements in Article 2, Section (b) of the Operating Engineers Agreement and Section (b) of the Recognition Article of the Carpenter’s Agreement describes the following Food & Beverage Outlets, regardless of location, which are exempt from the provisions of these Agreements.

Resorts – 1

Trump Marina – 1

Trump Plaza – 1

Trump Taj Mahal - 1

Tropicana – 2

MEMORANDUM OF AGREEMENT

SIGNATURE PAGE

UNIONS:

/s/ [ILLEGIBLE]		4/24/06
INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68		DATE

/s/ [ILLEGIBLE]		4/24/06
NJ REGIONAL COUNCIL OF CARPENTERS, LOCAL 623		DATE

/s/ [ILLEGIBLE]		4.24.06
PAINTERS & ALLIED TRADES, DISTRICT COUNCIL 711		DATE

EMPLOYERS :

/s/ [ILLEGIBLE]		04/11/06
MARINA ASSOCIATES, d/b/a HARRAH’S ATLANTIC CITY		DATE

/s/ [ILLEGIBLE]		04/11/06
ATLANTIC CITY SHOWBOAT, INC.		DATE

/s/ [ILLEGIBLE]		04/11/06
BALLY’S PARK PLACE, INC. d/b/a BALLY’S ATLANTIC CITY		DATE

/s/ [ILLEGIBLE]		04/11/06
BOARDWALK REGENCY CORP. d/b/a CAESARS ATLANTIC CITY		DATE

/s/ [ILLEGIBLE]		04/24/06
TROPICANA CASINO AND RESORT		DATE

/s/ [ILLEGIBLE]		5/5/06
RESORT’S INTERNATIONAL, INC.		DATE

/s/ [ILLEGIBLE]		5/5/06
RESORTS INTERNATIONAL HOLDINGS, LLC., t/a ATLANTIC CITY HILTON		DATE

/s/ [ILLEGIBLE]		4/20/06
TRUMP MARINA, ASSOC., d/b/a TRUMP MARINA HOTEL & CASINO		DATE

/s/ [ILLEGIBLE]		4/20/06
TRUMP PLAZA, ASSOC. d/b/a TRUMP PLAZA HOTEL & CASINO		DATE

/s/ [ILLEGIBLE]		4/20/06
TRUMP TAJ MAHAL, ASSOC. d/b/a TRUMP TAJ MAHAL HOTEL & CASINO		DATE

AGREEMENT — Clean Copy

This AGREEMENT made and entered into this May 1, 2001 by and between TROPICANA CASINO & RESORT, of Atlantic City, New Jersey, hereinafter referred to as “Employer” or “Hotel/Casino,” and DISTRICT COUNCIL NO 711, INTERNATIONAL UNION OF PAINTERS AND ALLIED TRADES OF NEW JERSEY, hereinafter referred to as “Union.”

WITNESSETH

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

ARTICLE 1

RECOGNITION

1 .1 Employer recognizes the Union as the sole and exclusive collective bargaining representative of all regular full-time and Apprentice, Painters and Wallcoverers employed by the Employer at its Hotel located at Brighton Avenue and The Boardwalk, Atlantic City, New Jersey.

1.2 It is further mutually understood and agreed that for the purpose of this Agreement, regular, full-time Painters and Wallcoverers are those employees who are regularly scheduled to and do work in their respective trade at least forty (40) hours per week, week in and week out.

1.3 It is further understood and agreed that reconstruction, maintenance, renovation, alteration and/or rehabilitation of the Hotel and its facilities and appurtenances are covered by this Agreement, when the Employer considers it feasible. The Hotel expressly reserves the right to have such work performed in such a manner and by such employees, as may be furnished by a sub-contractor. It is agreed that the Hotel will not subcontract work to eliminate members of the bargaining unit. The Employer retains the right to set staffing levels.

a. The employer retains the right to subcontract work during periods of layoff.

1.4 The parties recognize that the State of New Jersey Casino Control Act (“Act”) provide that Unions seeking to represent employees licensed under the Act are required to register with the Casino Control Commission. It is understood and agreed that, unless exempted from the registration requirements, the Union will as a condition of this Agreement so register. Should the Union fail for any reason to obtain an exemption from registration or to obtain timely and valid registration or should such registration, once obtained, be suspended or canceled, the Employer’s recognition of the Union and its obligation to bargain with the Union and to observe the provision of Article 1, Paragraph 1.1, hereof, shall terminate, provided, however, that upon obtaining an exemption from registration or upon registration as required under the Act within the term of this Agreement and the provisions thereof terminate shall be reinstated.

ARTICLE 2

EMPLOYMENT AND UNION SECURITY

2.1 It shall be a condition of employment that all employees covered by this Agreement, who are members of the Union in good standing in the effective date of this Agreement shall remain members in good standing and those who are not members on the effective date of this Agreement shall on or after the 90th day following the effective date hereof become members in good standing in the Union. In the event that any employee fails to comply with the requirements of this section to the extent of tendering customary dues and initiation fees, Employer shall summarily discharge that employee upon receipt of written demand thereof from the Union. The ninety (90) day period during which new employees are not obligated to become members of the Union shall be designated as a trail or probationary period for the benefit of the Employer, during which period Employer has the right to discharge said employee without cause and said probationary employees shall not be covered by this Agreement nor derive any benefits thereof.

2.2 Whenever additional employees are required, Employer shall notify the Union and the Union shall assist Employer in obtaining qualified and competent employees, reserving to itself the right of first referral for potential employees, provided, however, if the Union does not refer requested employees within forty-eight (48) hours, nothing herein contained shall preclude Employer from employing workers on the open market. Whenever an employee is hired or rehired, Employer shall within thirty (30) days notify Union in writing of the name and address of said employee.

2.3 Union agrees to furnish Employer with a memorandum showing the amounts of dues payable as members of the Union by each of the employees covered by this Agreement. Likewise Union agrees to furnish Employer with a memorandum showing the amount of initiation fees, if any, payable by each new member covered by this Agreement. Upon receipt of such memoranda and upon receipt of a signed authorization from the employee, Employer agrees to deduct dues and initiation fees from the wages or salaries of the respective employees pursuant to the aforesaid memoranda. Such written authorization shall be irrevocable for the successive periods consistent with parties hereto. Notwithstanding the foregoing, if any employee notifies the Employer and the Union in writing fifteen (15) days before expiration of the time periods stated above of his wish to revoke its authority, the same shall be honored.

2.4 The Union will defend, indemnify, and save harmless the Employer against and from any and all claims, demands, liabilities, and disputes arising out of or by reason of action taken or not taken by the Employer for the purpose of complying with Section 3 of this Article.

ARTICLE 3

MANAGEMENTS RIGHTS

3.1 The Union recognizes that the management of the Hotel and direction of the working force is vested exclusively in the Employer including, but not limited to, the right to schedule work; to assign work and working hours to employees; to establish quality and production standards and the most efficient utilization of his services; to hire, transfer, discharge of relieve employees from duty because of lack of work; to install and utilize the most efficient equipment; and to create or eliminate any or all operations or job classifications subject to the seniority provisions herein contained. The Employer shall have the right to make and enforce reasonable rules for the conduct of employees not inconsistent with the provisions of this Agreement.

3.2 It is understood that all management rights held prior to the execution of this Agreement, other than those specifically surrendered by this Agreement, continue to be retained by the Employer.

ARTICLE 4

CONTROL AND DISCHARGE

4.1 Employer shall have the sole right to direct and control its employees. Employer reserves the right, which right is hereby recognized by Union, to hire, retain, promote, demote, transfer, layoff, suspend, discharge, or rehire according to the requirements of the business and according to skill and efficiency, giving due consideration to seniority. Employer shall have the unquestioned right to suspend or discharge employees for actions such as but not limited to dishonesty, willful misconduct, incompetence, drinking or drunkenness on the job, insubordination, other good causes, or participation in a proven, deliberate slowdown, work stoppage, or strike in violation of this settlement; provided, however, the Union does not waive its right to grieve and arbitrate, nor is this section intended to affect the Employer’s burden of proving just cause when, in its opinion, there has been a flagrant miscarriage of justice.

4.2 It is further understood and agreed that, as a condition of employment, union members employed in the Employer’s Hotel/Casino must be licensed under the Act. If a Union member fails to obtain such a license or loses such license for any reason, he shall be released from employment and such release shall not be subject to the grievance procedure of this Agreement or shall any other action against the Employer; however that should the Union member’s license subsequently be issued or reinstated, he will be eligible for re-employment if a vacancy exists in his job classification.

ARTICLE 5

SENIORITY

5.1 For the purpose of this Agreement, seniority shall be defined as length of continuous service from the employee’s last employment date.

5.2 The seniority of employees who successfully completes the ninety (90) day probationary period set forth in Article 2, Paragraph 2.1, above, shall date from employee’s last date of hire.

5.3 Seniority shall be broken by any of the following events :

(a) Voluntary quit;

(b) Discharge for cause,

(c) Failure because of layoff, or any other reason to perform any work for the Employer for six (6) months (one (1) year for illness) or a period equal to the affected employee’s seniority at the time he last ceased active work for the Employer, whichever period is shorter.

(d) Failure to report for work on the scheduled work day after the Employer sends notice of recall from layoff by telegram to the employee’s last known address or failure to so report on the second scheduled work day after such notice is sent by registered or certified mail.

(e) Failure to report for work upon expiration of a leave of absence.

(f) Absence from work without notice to the Employer for two (2) consecutive work days.

5.4 Failure to report or failure to notify Employer under Subsections (d), (e) or (f) shall not result in a break in seniority, if such failure is due to conditions beyond the employee’s control. Any loss of seniority under Subsection (d), (e) or (f) shall constitute a voluntary leaving of work without good cause.

ARTICLE 6

NO DISCRIMINATION

6.1 There shall be no discrimination against any employee because of Union membership or lawful Union activities or because of race, color, sex, age, creed or national origin.

6.2 The parties recognize and agree to comply with the Equal Employment Opportunity and Affirmative Action requirements of the New Jersey Casino Control Act.

6.3 When the masculine is used in this Agreement, it shall include the feminine gender.

ARTICLE 7

VACATIONS

7.1 All employees covered by this Agreement, at the conclusion of their first anniversary year of employment shall be entitled to one (1) week of vacation, with pay.

7.2 All employees covered by this Agreement who shall have been regularly employed for two (2) years but less than eight (8) years shall receive two (2) weeks vacation, with pay.

7.3 All employees covered by this Agreement who shall been regularly employed for more than eight (8) years but less than ten (10) years shall receive three (3) weeks vacation, with pay.

7.4 All employees covered by this Agreement who shall have been regularly employed for ten (10) years or more shall receive four (4) weeks vacation, with pay. The fourth week may, with mutual consent, be taken on a per day basis, provided the employee gives the Employer ten (10) days notice of the day to be taken.

7.5 Vacations shall be taken at the convenience of the Employer, but seniority shall be recognized in scheduling the same.

7.6 All employees who have completed more than one (1) year of employment whose employment is terminated for reasons other than cause shall be entitled to a proration of earned vacation for the year in which the termination or retirement of said employee occurs.

7.7 Vacation time cannot be accumulated from year to year and must be taken within one (1) year of anniversary.

ARTICLE 8

HOLIDAYS

8.1 All employees covered by this Agreement shall be granted a holiday with pay on the following days:

New Year’s Day	January 1 st
Memorial Day	Last Monday in May
Independence Day	July 4 th
Labor Day	1st Monday in September
Veterans Day	November 11 th
Thanksgiving Day	4 th Thursday in November
Christmas Day	December 25 th
*Two Personal Days	To be taken during employee’s anniversary year

* At least one (1) week notice for personal holidays is required with Employer reserving the right of refusal when business conditions dictate.

8.2 When an employee’s normal work shift includes a holiday and he will not be required to work on the holiday, the Employer shall notify him at least seven (7) days before the holiday.

8.3 Holiday pay shall consist of eight (8) hours of straight time pay. Employees who are required to work on a holiday shall be paid time and one-half (1-1/2) for work performed on said holiday in addition to the holiday pay.

8.4 In order to qualify for holiday pay, the employee must report to work on his last scheduled day before said holiday and his first scheduled day after said holiday, unless said requirement is specifically waived by the Employer. If an employee is scheduled to work on a holiday but does not report for work, he shall not receive holiday pay unless he shall have been excused by his Employer from working on said holiday.

8.5 When pay day falls on a holiday specified in the contract, employees shall be paid on the day before.

ARTICLE 9

HOURS OF WORK AND OVERTIME

9.1 The regular work week shall consist of five (5) consecutive days and the regular work day shall consist of eight (8) consecutive hours.

9.2 Time and one-half (1-1/2) shall be paid for all time worked in excess of eight (8) hours in any one day or in excess of forty (40) hours in any one week. There will be no pyramiding of daily or weekly overtime or premium pay under any of the terms of this Agreement.

9.3 If an employee is scheduled to work for any eight (8) hour shift, employee shall receive one-half ( 1 / 2 ) hour break, as near the middle of the shift as possible, on Employer’s time.

9.4 Overtime and holiday time shall be paid for and shall not be compensated for by giving employee time off.

9.5 Four Ten Hour Shifts : Under this provision, the Employer shall have the right to establish four (4) ten (10) hour shifts. Overtime shall be paid for all hours worked beyond ten (10) hours in any one day or forty (40) hours in one week at one and one-half (1-1/2) times the basic hourly wage rate. If the Employer utilizes this option, after a sixty (60) day trial period, either party may notify the other in writing that it no longer desires to retain this provision in the contract and upon such notice this option shall terminate.

ARTICLE 10

WAGES

10.1 All employees working in any of the classifications in the schedule annexed hereto shall be paid each week for services performed.

10.2 Attached hereto and marked Schedule “A” and made part of this Agreement are the wage scales for painter and painter foreman. The wage scale set forth in said schedule is a minimum wage rate only.

10.3 Apprentice Painter. The following terms and conditions will apply:

(a) Use of employee in this title is at the option of each employer.

(b) Four (4) year progression as follows:

1st	6 months	60% of Painter Rate
2nd	6 months	65% of Painter Rate
3rd	6 months	70% of Painter Rate
4th	6 months	75% of Painter Rate
5th	6 months	80% of Painter Rate
6th	6 months	85% of Painter Rate
7th	6 months	90% of Painter Rate
8th	6 months	95% of Painter Rate
9th	6 months	Full Painter Rate

NOTE: Apprentice painter compensation percent will be computed on the current rate of Painter.

10.4 Whenever an employee shall be called out in an emergency, he shall be paid for no less than four (4) hours regardless of the number of hours actually worked by him.

ARTICLE 11

BENEFITS

11.1 The Employer agrees to make contributions to the Union Welfare Fund as set forth below. All contributions are for all straight time hours paid, not to exceed 2,080 hours per year, for each employee covered hereby, retroactive to the first (1 st ) day worked on behalf of employees who have completed their probationary period.

05-01-01		05-01-02		05-01-03		05-01-04		05-01-05
$	3.85	$	3.90	$	4.00	$	4.00	$	4.00

11.2 The Employer agrees to make contributions to the IUPAT Pension Fund as set Forth below. All contributions are for all straight time hours paid, not to exceed 2,080 hours per year, for every employee covered hereby, retroactive to the first (1 st ) day worked on behalf of employees who have completed their probationary period.

05-01-01		05-01-02		05-01-03		05-01-04		05-01-05
$	2.70	$	2.90	$	3.10	$	3.30	$	3.50

11.3 The Employer agrees to make contributions to the IUPAT Annuity Fund as set forth below. All contributions are for all hours worked, for every employee covered hereby, retroactive to the first (1 st ) day worked on behalf of employees who have completed their probationary period.

05-01-01		05-01-02		05-01-03		05-01-04		05-01-05
$	2.70	$	2.90	$	3.10	$	3.30	$	3.50

11.4 The Employer agrees to make contribution to the Union Education Fund as set forth below. All contributions are for all straight time hours paid, not to exceed 2,080 hours per year, for every employee covered hereby, retroactive to the first (1 st ) day worked on behalf of employees who have completed their probationary period.

05-01-01		05-01-02		05-01-03		05-01-04		05-01-05
$	0.30	$	0.40	$	0.40	$	0.40	$	0.40

11.5 The Union will have the right thirty (30) days prior to the end of each contract year to reallocate wage increases to the Health and Welfare, Pension or, Education and Annuity funds. Any money reallocated to the Health and Welfare, Pension or Education and Annuity funds will be paid on straight-time hours worked or paid, not to exceed 2,080 hours in a contract year. Money reallocated to the Annuity Fund will be paid on all hours worked in excess of forty (40) hours on an overtime basis. Any money reallocated to the Health and Welfare Fund during the year cannot be reallocated diverted to wages. Annuity cannot, during the year, go back and forth to wages and annuity; it must be one or the other.

11.4 Jury Duty : Non -probationary employees of the bargaining unit, who serve as jurors on regularly scheduled work day or days, shall be paid the difference only between the amount received by him for such service and his daily base hourly rate for eight (8) hours to a maximum of ten (10) days for each call. Employee will provide his supervisor with:

(a) Sev enty-two (72) hours of notice of such case.

(b) Copy of court order to “appear”

It is understood that employees will be expected to report to work if excused from Jury Duty during normal work hours, which reasonably coincide with scheduled work time. The Employer shall have the right, at any time, to have any employee called for jury duty relieved in any manner permitted by law.

11.5 Funeral Leave : Non-probationary employees of the bargaining unit shall be permitted time off with pay to a maximum of three (3) scheduled work days for the purpose of arranging and attending the funeral of a member of the employee’s immediate family, defined as mother, father, spouse, brother, sister, children, mother-in-law, father-in-law and grandparents. Pay shall be the daily base hourly rate for eight (8) hours. The Employer reserves the right to require official notification and/or proof of death and attendance at funeral.

ARTICLE 12

SHOP STEWARDS

12.1 The Business Manager shall appoint a shop steward for each shift among the bargaining unit employees and the Employer agrees to recognize those individuals as such.

12.2 The Union agrees to notify the Employer in writing of the Employees to serve as the Shop Steward. There shall be no discrimination against a shop steward for the performance of his duties. Any infractions of the Agreement will be brought to the attention of the supervisor on company time. The activities of the shop steward shall not unreasonably interfere with the performance of his work duties and shall not interfere with the operations of the Employer.

12.3 In case of a workplace injury or illness, the supervisor shall notify the steward as soon as possible after the injury or illness and the steward shall be given sufficient time to take care of the employee’s personal belongings.

12.4 An employee may request that a shop steward be present at any meeting where the employee is the subject of a disciplinary investigation.

ARTICLE 13

VISITATION

13.1 Representatives of the Union shall have the right to visit the Hotel/Casino at reasonable times in order to investigate matters covered by this Agreement and grievances hereunder.

13.2 Said visits shall not be made at such time or in such manner as shall prevent the orderly operation of the Hotel business and Union’s representatives shall announce their presence to Employer when coming upon the premises.

ARTICLE 14

GRIEVANCES AND ARBITRATION

14.1 For the purpose of this Agreement, a grievance is defined as a complaint, dispute, or controversy between the parties as to the application or interpretation of this Agreement, All grievances shall be presented by either party to the other within five (5) working days of their origin in order to be raised in a timely fashion. All grievances not raised in a timely fashion or not processed in accordance with the time periods set out below shall be considered waived and abandoned.

14.2 The following procedure shall be followed exclusively in settlement of all grievances arising under this Agreement.

STEP 1. The first step of the grievance procedure shall be between the employee and/or the shop steward and the employee’s supervisor. If the employee is dissatisfied with the action taken by the supervisor on his grievance, the employee shall reduce the grievance to writing and present the written grievance to his supervisor within two (2) working days of the supervisor’s verbal response.

STEP 2. If the grievance is not resolved in Step 1, then the shop steward will forward the written grievance to the department head within three (3) working days of the response of the supervisor.

STEP 3. In the event that the grievance is not adjusted satisfactory after the timely presentation of the written grievance to the department head, then the meeting between the Union Business Agent and a designated representative of the Hotel/Casino shall be arranged.

STEP 4. In the event that the grievance is not adjusted satisfactorily at Step 3, then the matter may be referred to the American Arbitration Association for final and binding arbitration within fourteen (14) days of the unsatisfactory response to Step 3.

14.3 It is understood that the parties by mutual agreement may extend the time periods for processing grievances.

14.4 In the event that the Employer is the aggrieved party, the Employer may begin the processing at the grievance at Step 3.

14.5 Grievances shall not be processed by shop stewards or Union officials during working hours, unless mutually agreed to between the Union and the Employer.

14.6 In the event that a grievance is referred to arbitration, the grievance shall be submitted to the Industrial Arbitration Tribunal of the American Association with request that the

Association send to the parties a list of arbitrators to its procedures. A grievance in dispute shall be heard by the arbitrator and his decision or award shall be final and binding upon the parties hereto. The expenses incident to the arbitrator shall be borne equally by the Union and the Employer. Only one grievance at a time shall be heard by the arbitrator unless otherwise agreed to by the parties. The arbitrator shall not have the power to add to, subtract from, or modify any of the terms of this Agreement.

ARTICLE 15

NO STRIKE/NO LOCKOUT

15.1 Both the Union and the Employer recognize the service nature of the Hotel/Casino business and the duty of the Employer to render continuous and hospitable service to the public in the way of lodging, food and other necessary accommodations. Therefore, the Union agrees that it will not call, engage in, participate in, or sanction any strike, sympathy strike, work stoppage, picketing, sit-down, boycott, refusal to handle merchandise, or other interference with the Employer’s business for any reason whatsoever, including the dealing by Employer with non-union suppliers or delivery persons; nor will Union interfere with any guest or tenant at the Hotel/Casino engaged in selling or exhibiting non-Union made merchandise or in so doing employing non-union help. Employer agrees that it shall not lock out its employees or any part of them. Any such action shall be a violation of this Agreement.

ARTICLE 16

SAFETY

16.1 The Union and the Employer agree that it is in the best interests of all members of the bargaining unit to maintain a safe and healthy work place and to observe all safety requirements.

16.2 Violations of established safety policies and procedures shall be grounds for disciplinary action up to and including discharge.

ARTICLE 17

GENERAL CONDITIONS

17.1 The Employer shall furnish shirt and trousers (and/or coveralls) and launder same at no cost to the employee. All clothing furnished to the employee shall be returned on termination.

17.2 An employee shall be entitled to receive one (1) hot meal during the course of an eight (8) hour shift, as near to the middle of the shift as possible. If an employee is required to work overtime for two (2) hours or more beyond his regular shift, or is called out in an emergency and works for four (4) hours or more, he shall be entitled to a meal.

17.3 Notwithstanding anything in the contract, all paid non-working time including, but not limited to, meal periods, rest and coffee breaks, wash-up and changing times, granted during an eight (8) hour shift shall be limited to a total of one (1) hour, which will be handled by 1) a fifteen (15) minute break midway during an employee’s first four (4) hours on the job; 2) a thirty (30) minute meal period at the middle of the employee’s shift; and 3) at the Employer’s designation, a fifteen (15) minute break added to the (30) minute meal period or a (15) minute break at the end of the employee’s shift. Each Employer will notify the Union in writing and include the following waiver: “The Employer agrees to waive the most favored Employer Clause with respect to the break issues.”

17.4 Company clothing may be exchanged on Company time.

17.5 This contract does not recognize oral agreements, understandings, or past practices. All such practices, side agreements, understandings, must be in writing and signed by Employer and Union to be enforceable.

17.6 The Employer may establish bi-weekly payroll, if all other employees of property have agreed.

17.7 Trades employees may be assigned to work at other properties owned and operated by their parent company if parent company owns or operates more than one property in Atlantic City. Employees shall first be offered the opportunity to take such assignments in accordance with their shop seniority, by shift. If an insufficient number of employees accept the offered assignment, employees shall be assigned in inverse order of shop seniority. In either case, the employees so selected must have the requisite skill and ability to perform the assigned work. Employees so assigned shall be paid at the rate of time and one-half (1 1 / 2 ) their base hourly rate for all hours worked on such assignment.

ARTICLE 18

MOST FAVORED EMPLOYER

18.1 Recognizing the competitive nature of the hotel/casino industry and the desirability of maintaining a balance among hotels/casinos in Atlantic City, the Union agrees that if it enters into any contract with another employer operating a hotel/casino or contractor on behalf of a hotel/casino in Atlantic City containing terms as to wages, hours, conditions or operating conditions of this Agreement more favorable to said other Employer than the terms of this contract, then, at Employer’s option, said terms shall be incorporated into this Agreement and become supplementary thereto. The Union agrees that upon demand of Employer it shall exhibit to the employer or its authorized representative any agreement entered into with another hotel/casino in Atlantic City, New Jersey. A failure on the part of the Employer to insist upon the application of this section, whether said failure is intentional or a result of an oversight, shall not constitute a waiver of Employer’s right to demand enforcement of this provision on other occasions. Nothing herein contained shall be interpreted to render this provision applicable to a hotel or motel which does not own or operate a casino in Atlantic City, New Jersey.

ARTICLE 20

NEW JERSEY CASINO CONTROL ACT

20.1 The parties hereto recognize and agree that the State of New Jersey Casino Control Act (P.L. 1977, c. 110) (the “Act”) and the rules and regulations thereunder contain provisions requiring the licensing of employees, the certifications of this and other provisions regulating and controlling “Casino Hotel” employees, and that this Agreement is subject thereto in all respects.

ARTICLE 21

TERM OF CONTRACT

21.1 This Agreement shall become effective May 1, 2001, and shall continue in full force and effect until midnight, April 30, 2006, and from year to year thereafter unless either party gives written notice to the other at least sixty (60) days prior to any expiration date as to its desire to modify or terminate this Agreement.

21.2 Amendments, additions or deletions to this Agreement will, with the exception of those provided for under Article 18, be null and void unless in writing and signed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto, have set their hands this day of , 2001 in Atlantic County, State of New Jersey.

TROPICANA CASINO & RESORT		DISTRICT COUNCIL 711 INTERNATIONAL UNION PAINTERS AND ALLIED TRADES

/s/ Pamela J. Populuski		/s/ [ILLEGIBLE]

SCHEDULE A

DATE	HOURLY WAGE		PENSION		ANNUITY		HEALTH & WELFARE		APPRENTICE
05-01-01	$	20.45	$	2-70	$	2.70	$	3.85	$	0.30
05-01-02	$	20.95	$	2.90	$	2.90	$	3.90	$	0.40
05-01-03	$	21.55	$	3.10	$	3.10	$	4.00	$	0.40
05-01-04	$	22.30	$	3.30	$	3.30	$	4.00	$	0.40
05-01-05	$	23.05	$	3.50	$	3.50	$	4.00	$	0.40

FOREMAN
DATE	WAGE
05-01-01	$	22.02
05-01-02	$	22.52
05-01-03	$	23.12
05-01-04	$	23.87
05-01-05	$	24.62

		RECEIVED
		APR 20 2001
		PERSONNEL

	Painters District Council 711
	STATE OF NEW JERSEY

	INTERNATIONAL UNION OF
	PAINTERS AND ALLIED TRADES

	2116 Ocean Heights Avenue · Egg Harbor Township NJ 08234
	Phone (609) 653-4433 · Fax (609) 653-0795

April 18, 2001

Patrick J. Brennan
Business Manager

Joseph Glaab
Assistant Business Manager
·

Walter M. Seifried
Zone 1 Manager
2116 Ocean Heights Ave.
Egg Harbor Twp. NJ 08234
(609) 653-4433
·

William J . Shimko
Zone 2 Manager
122 Drummond Ave.
Neptune NJ 07753
(732) 774-0932
·

Dan Scioli

Zone 3 Manager

14 High Street

Glassboro NJ 08028
(856) 881-3711
·

Gerard Maccioli

Zone 4 Manager

15 Farrand Street
Bloomfield NJ 07003

(973) 743-0536

NEW RATES FROM 5/1/01 THRU 5/1/05:

DATE	5/1/01	5/1/02	5/1/03	5/1/04	5/1/05
WAGE	20.45	20.95	21.55	22.30	23.05
PEN	2.70	2.90	3.10	3.30	3.50
ANN	2.70	2.90	3.10	3.30	3.50
H&W	3.85	3.90	4.00	4.00	4.00
APPR	.20	.20	.20	.20	.20
N’APPR	.03	.05	.05	.05	.05
LMCF	.02	.05	.05	.05	.05
PAC	.05	.10	.10	.10	.10
PKG	30.00	31.05	32.15	33.30	34.45

Exhibit 10.15

MEMORANDUM OF UNDERSTANDING

INTRODUCTION

MODIFICATIONS

DURATION

Five (5) years, May 1, 2006 to April 30, 2011

ARTICLE II

For Carpenters, check off of Book Dues, as long as employee authorization is provided and Employer only has to provide one check.

ARTICLE V, SENIORITY

Section 3(c)

Delete language “one year for illness” and amend to read “six months (or one year for worker’s compensation) unless required to be longer, as an accommodation under state or federal law which extension or lack thereof, is not subject to the grievance and arbitration procedure. FMLA and NJFLA leave runs concurrently with leaves under this Agreement to the extent applicable.” (Local 68)

Add similar language for Carpenters and Painters in appropriate Article.

ARTICLE V §5

ARTICLE V, (CARPENTERS)

Probationary period extended to ninety (90) days.

ARTICLE VII, VACATION

Add similar language for Carpenters and Painters in appropriate Article.

ARTICLE XXI , GENERAL CONDITIONS

Section 6

Change two (2) hours to four (4) for overtime. (Local 68)

Add similar language for Carpenters and Painters in appropriate Article.

Section 9

Delete reference to exterminators. (Local 68 only)

NEW LANGUAGE

Add to Article II and Article XII, language attached as Attachment A.

Add identical language for Carpenters and Painters in appropriate Article.

NEW SECTION — DISCIPLINE

Add identical language for Carpenters and Painters in appropriate Article.

ECONOMIC TERMS

Attachment B

LEASED SPACE LANGUAGE

Attachment C, D & E for Operating Engineers

Attachment F for Carpenters

Attachment G for Operating Engineers & Carpenters

EXECUTED THIS 11 th DAY OF APRIL 2006, SUBJECT TO RATIFICATION BY THE RANK AND FILE MEMBERSHIP OF THE UNIONS.

ATTACHMENT A

Add the following language to the Dues and Fund Section as follows:

ATTACHMENT B

ECONOMIC SETTLEMENT

OPERATING ENGINEERS & CARPENTERS

YEAR 1		$1.15
YEAR 2		$1.15
YEAR 3		$1.15
YEAR 4		$1.20
YEAR 5		$1.25 ($1.27 Carpenters)

PAINTERS

YEAR 1		$1.10
YEAR 2		$1.10
YEAR 3		$1.15
YEAR 4		$1.20
YEAR 5		$1.25

Increases to be distributed by the Union(s) in the same manner as past contract.

Lead rate effective first year $2.00 above Mechanic A rate.*

Local 68 Training Fund:		.05¢ additional in 2 nd year
		.05¢ additional in 4 th year

*Employer may provide on an individual basis a rate for a lead that is above $2.00 at its sole discretion

ATTACHMENT C

FOR ALL EMPLOYERS EXCEPT TROPICANA

ADD TO ARTICLE 1, SECTION 2

Existing Language is now considered sub-paragraph (a)

(b) The parties specifically agree that Article 1, Section 2(a) shall not apply to the business operations of any person or entity occupying space pursuant to a lease, contract, sublease, subcontract or other agreement with the Employer entered into prior to the effective date of this Agreement (such leases, contracts, subleases, subcontracts or agreements being referred to herein as the “Existing Contracts”) nor to the space they are occupying or will occupy, provided that the square footage of such location or relocation may not be expanded by more than twenty-five percent (25%) of the present square footage occupied or to be occupied. The foregoing sentence shall apply to the Existing Contracts notwithstanding that the space to be occupied under the Existing Contract has not yet been built out, occupied or opened for business and to any Assignees, Subtenants, or replacement tenants subsequently occupying the space and shall continue for the duration of any renewal or extension of the term of such Existing Contract or any replacement contract. This exclusion shall further apply to any extensions or modification of any Existing Contract, including without limitation those modifications which may involve assignment of an Existing Contract, tenant relocation or the expansion of space occupied pursuant to an Existing Contract. Article 1, Section 2(a) does not apply to space occupied by health club, spa or salon operations, food, snack or beverage operations commonly referred to as “fast food” operations and retail operations in general which space is leased, contracted or subcontracted to third parties. The parties have agreed to a side agreement where future leased space would also be exempt from the provisions of Article 1, Section 2(a). All other space leased or subcontracted after the effective date of this Agreement not described in this Section 2(b) shall be covered under Article 1, Section 2(a).

ATTACHMENT D

TROPICANA ONLY

ADD TO ARTICLE 1, SECTION 2

Existing Language is now considered sub-paragraph (a)

(b) The parties specifically agree that Article 1, Section 2(a) shall not apply to the business operations of any person or entity occupying space pursuant to a lease, contract, sublease, subcontract or other agreement with the Employer entered into prior to the effective date of this Agreement (such leases, contracts, subleases, subcontracts or agreements being referred to herein as the “Existing Contracts”) nor to the space they are occupying or will occupy, provided that the square footage of such location or relocation may not be expanded by more than twenty-five percent (25%) of the present square footage occupied or to be occupied. The foregoing sentence shall apply to the Existing Contracts notwithstanding that the space to be occupied under the Existing Contract has not yet been built out, occupied or opened for business and to any Assignees, Subtenants, or replacement tenants subsequently occupying the space and shall continue for the duration of any renewal or extension of the term of such Existing Contract or any replacement contract. This exclusion shall further apply to any extensions or modification of any Existing Contract, including without limitation those modifications which may involve assignment of an Existing Contract, tenant relocation or the expansion of space occupied pursuant to an Existing Contract. Article 1, Section 2(a) does not apply to space occupied by health club, spa or salon operations, food, snack or beverage operations commonly referred to as “fast food” operations and retail operations in general which space is leased, contracted or subcontracted to third parties. The parties have agreed to a side agreement where future leased space would also be exempt from the provisions of Article 1, Section 2(a). All other space leased or subcontracted after the effective date of Agreement not described in this Section 2(b) shall be covered under Article 1, Section 2(a).

2. The Tropicana in its judgment, has the available staff to perform the work without interfering with its own work and without additional training so as to

complete the repair in a timely manner as set by the Tropicana, based on its priorities and which timeframe is satisfactory to the tenant.

ATTACHMENT E

ATTACHMENT F

RECOGNITION ARTICLE OF THE COLLECTIVE BARGAINING AGREEMENT (CBA)

ATTACHMENT G

FUTURE LEASED SPACE

Resorts —1

Trump Marina —1

Trump Plaza —1

Trump Taj Mahal -1

Tropicana — 2

MEMORANDUM OF AGREEMENT

SIGNATURE PAGE

UNIONS:

/s/ [ILLEGIBLE]		4/24/06
INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68		DATE

/s/ [ILLEGIBLE]		4/24/06
NJ REGIONAL COUNCIL OF CARPENTERS, LOCAL 623		DATE

/s/ [ILLEGIBLE]		4.24.06
PAINTERS & ALLIED TRADES, DISTRICT COUNCIL 711		DATE

EMPLOYERS:

/s/ [ILLEGIBLE]		04/11/06
MARINA ASSOCIATES, d/b/a HARRAH’S ATLANTIC CITY		DATE

/s/ [ILLEGIBLE]		04/11/06
ATLANTIC CITY SHOWBOAT, INC.		DATE

/s/ [ILLEGIBLE]		04/11/06
BALLY’S PARK PLACE, INC. d/b/a BALLY’S ATLANTIC CITY		DATE

/s/ [ILLEGIBLE]		04/11/06
BOARDWALK REGENCY CORP. d/b/a CAESARS ATLANTIC CITY		DATE

/s/ [ILLEGIBLE]		4/24/06
TROPICANA CASINO AND RESORT		DATE

/s/ [ILLEGIBLE]		5/5/06
RESORT’S INTERNATIONAL, INC.		DATE

/s/ [ILLEGIBLE]		5/5/06
RESORTS INTERNATIONAL HOLDINGS, LLC., t/a ATLANTIC CITY HILTON		DATE

/s/ [ILLEGIBLE]		4/20/06
TRUMP MARINA, ASSOC., d/b/a TRUMP MARINA HOTEL & CASINO		DATE

/s/ [ILLEGIBLE]		4/20/06
TRUMP PLAZA, ASSOC. d/b/a TRUMP PLAZA HOTEL & CASINO		DATE

/s/ [ILLEGIBLE]		4/20/06
TRUMP TAJ MAHAL, ASSOC. d/b/a TRUMP TAJ MAHAL HOTEL & CASINO		DATE

MEMORANDUM OF AGREEMENT

IUOE LOCAL 68

And

TROPICANA CASINO AND RESORT

The above parties agree to the establishment of a shift lead position. This position will receive the prevailing lead rate in accordance with the collective bargaining agreement. Responsibilities will include the following:

1. Provide direction and support for employees. Assist and direct other Facilities personnel as needed.

2. Respond to all emergencies and assess the situation to determine the best course of action.

3. Maintain log for all calls and call-outs.

4. Maintain daily log of all incidents and work accomplished during the shift.

5. Maintain radio, pager and phone contact with all shift employees from Facilities, Housekeeping and Public Areas.

6. Operate computer systems including Lodgenet, work order system and others as necessary.

7. Maintain key log of floor masters and all mechanical keys, vehicles and radios.

8. Handle administrative responsibilities as necessary.

9. Work with a minimum of direct supervision.

10. Perform other duties as assigned.

Agree to as set forth above.


I.U.O.E. Local 68		Tropicana Casino and Resort

/s/ Ed Boylan	10/7/03	/s/ George E. Wackenheim	12/16/02
Ed Boylan	Date	George E. Wackenheim	Date

Agreement

This Agreement is by and Between Tropicana Casino and Resort, I.U.O.E. Local 68, and the New Jersey Regional Council of Carpenters and its Local 623.

Whereas, the proper assignment for the movement of Derby Kiosk and/or Promotional Machines gave rise to the matter at hand, and;

Whereas, the undersigned parties have met to discuss and resolve this issue, and;

Now therefore let it be resolved, that when Derby Kiosk and/or Promotional Machines are moved, either to the casino floor as the culmination point, or from the casino floor as the originating point, this task will be performed by a composite crew of Local 623 and Local 68 employees. Further, the area adjacent to casino floor known as the “fountain area”, will be considered part of the casino floor for purposes of this agreement.

As follows, this Agreement will remain in effect until modified in writing by the Parties.

/ s / [illegible]		5-17-04
I.U.O.E., Local 68		Date


/s/ Eustace Eggie III		5-10-04
NJRCC, Local 623		Date


/ s / [ILLEGIBLE]		5/20/04
Tropicana Casino and Resort		Date

United Brotherhood of Carpenters and Joiners of America

LOCAL UNION No. 623 of ATLANTIC COUNTY

Affiliated with
The American Federation of Labor and Atlantic County Building Trades

President/Business Manager
Carpenters Local 623 · Atlantic County
Robert J. Boyce

June 23, 2003

Meets 3rd Thursday
Carpenters’ Hall, 26 So. New York Avenue, Atlantic City, N.J. 08401
Phone: 609 - 345 - 0016
Fax: 609-345-7197

Council Representatives
Eustace Eggie, III
Robert J. Tarby
William C. Sproule
Edward Hagaman

Mr. George Wackenhiem

Vice President of Human Resources

Tropicana Casino Resort

Brighton and the Boardwalk

Atlantic City, New Jersey 08401

Dear George:

As you are aware, we have reached an agreement regarding jurisdiction with the new Time-Lox System, which is currently being installed. Outlined below are the key points and who will be performing those duties:

1. Server-to-be installed in Information Technology (I.T.)

2. PC’s to be located and distributed throughout the Property where necessary by I.T.

3. Encoders — cleaning, repair, and maintenance will be performed by Local 623, and locating new encoders will be coordinated with I.T.

A. Key Interrogation

i) Facilities Department — Executive Director, Director, and Managers will be permitted to interrogate keys for their purposes.

ii) Front Desk Area — Executive Director, two (2) Hotel Managers, Front Service Manager, four (4) Front Desk Managers will be permitted to interrogate keys for their purposes.

iii) All other key interrogation will be performed by Local 623.

B. Key Making

i) Front Desk Clerks and Bus Operations (one person) will be permitted to make Guest Room keys for their purposes.

ii) Front Desk Management Team (outlined in 3 —a-ii) will be permitted to make Guest Keys and Smart Cards for their purposes.

iii) Room Service Supervisor and Order Taker will be permitted to make one-shot question room keys for their purposes.

iv) All other keys will be made by Local 623.

C. Physical Locations

i) Front Desk and Satellite Locations

ii) Room Service

iii) Lock Shop

iv) Facilities Office

v) I.T.

4. Lost Cards/Cancel Cards

A. All duties and functions will continue to be performed by Local 623.

5. Interrogation of Locks

A. All duties and functions will continue to be performed by Local 623.

6. Administration & Levels

A. Administration

i) All operators (i e. persons that make keys) will continue to be added and deleted by Local 623,

ii) All users (i. e. persons that carry keys) will be added and deleted by Local 623, with the exception of the Front Desk Management Team (outlined in 3-a-ii) which can add users as needed for their purposes (Bell Services, Junket Groups)

iii) All new locks will be input into the computer, installed and programmed by Local 623 (after initial factory installation).

B. Levels

i) Local 623 will be the only group with complete system access. The Lead Locksmith will be the System Manager.

ii) Front Desk Clerks and one (1) Bus Operation’s person will have access to make guest keys and other functions necessary for the performance of their duties.

iii) Front Desk Management Team (outlined in 3-a-ii) will have access to make guest keys and smart keys, and to interrogate Front Desk generated keys only. All Front Desk personnel will be limited to Hotel Room access only.

iv) Room Service personnel will have one-time key making access only.

v) Facilities Management will have access to interrogate Facilities Department issued keys only.

vi) I.T. will have access for their purposes, including system back-ups and server functions. I.T. will not have key-making access.

Should your recollection differ from the above, please contact me at your earliest convenience.

With Kindest Regards,

/s/ Eustace Eggie III
Eustace Eggie III
Senior Council Representative

EE/km

MEMORANDUM OF AGREEMENT LOCAL 623

Working Conditions:

1. Add the following language:

This contract does not recognize oral agreements, understandings or past practices. All such practices, side agreements, understandings must be in writing and signed by the parties to be enforceable.

During the 180 day period from the date of ratification, each property shall meet with the Union to agree and thereafter memorialize any past practices or re-execute any side agreements that the parties consider enforceable in the new agreement. In the event there is a dispute, the matter shall be submitted to arbitration. The arbitrator shall not uphold a past practice or side agreement which modifies or is inconsistent with the terms of the new collective bargaining agreement (including its recognition clauses) or which limits productivity or efficiency. All side agreements shall be disclosed from one property to another.

2. Add the following language:

Notwithstanding anything in the contract to the contrary, all paid non-working time including but not limited to meal periods, rest and coffee break periods, wash-up and changing times granted during an eight (8) hours shift shall be limited to a total of one (1) hour, one-half (1/2) hour of which shall be at the middle of the shift and two (2) fifteen (15) minute breaks to be reasonably scheduled by the Employer, one (1) in the morning and one (1) in the afternoon.

3. Subcontracting—Delete Exhibit B From 1992 Extension Agreement and Change Present Language to:

It is further understood and agreed that reconstruction, maintenance, renovation, alteration and/or rehabilitation of the Hotel and its facilities and appurtenances are covered by the Agreement, when the Employer considers it feasible. The Hotel expressly reserves the right to have such work performed in such manner and by such employees, as may be furnished by a subcontractor. It is agreed that the Hotel will not subcontract work in order to eliminate members of the bargaining unit. The Employer retains the right to set the staffing levels.

Economics

	5/1/96		5/1/97		5/1/98		5/1/99		5/1/2000

Wages	$	.50	$	.50	$	.55	$	.65	$	.70

H&W	—		$	.15	$	.15	$	.15	$	.15

Pension	$	.35	$	.10	$	.10	$	.10	$	.10

Ed.	$	.05	$	.05	$	.05	$	.05	$	.05

Annuity	—		$	.10	$	.10	$	.10	$	.10

TOTAL	$	.90	$	.90	$	.95	$	1.05	$	1.10

After the first year, Union will have the right thirty (30) days prior to the end of each contract year to reallocate the above amounts. Any money reallocated during the 1996 contact to Health and Welfare, Pension or Apprentice, Education and Training Funds will be paid on straight-time hours worked or paid, not to exceed 2080 in a contract year. Money reallocated to Annuity will be paid on all hours worked in excess of forty hours on an overtime basis. Diversions made by the Union in the 1992 contract including the $.35 of 1991 will remain as is for the duration of the new agreement. No further right to split reallocations between Annuity, Wages, Funds, etc. Contract language to be changed accordingly.

Agree to biweekly payroll if all other employees of property have agreed. (Not in contract).

Article 22: Most Favored Employer clause to be modified by the addition of “operating conditions” to the terms subject to the provision.

Employees with ten (10) years or more of service shall receive four weeks vacation. The fourth week may, with mutual consent, be taken on a per day basis, provided the employee gives the employer ten days notice of the day to be taken.

APPRENTICESHIP AND TRAINING PROGRAM

Apprentice carpenters will be compensated at the following rates during the period of training:

1st 6 months		60% of Carpenter Rate
2nd 6 months		65% of Carpenter Rate
3rd 6 months		70% of Carpenter Rate
4th 6 months		75% of Carpenter Rate
5th 6 months		80% of Carpenter Rate
6th 6 months		85% of Carpenter Rate
7th 6 months		90% of Carpenter Rate
8th 6 months		95% of Carpenter Rate
9th 6 months		Carpenter Rate

NOTE: Apprentice carpenter compensation percent will be computed on the current rate for Carpenter.

Bargaining minute: The Employer retains the right to subcontract work during periods of layoff.

This agreement is subject to the ratification of the rank and file membership of the union:

/s/ [ILLEGIBLE]		/s/ Jerold E. Glassman
Carpenters District Council of South Jersey and its Local 623		Jerold E. Glassman for the nine properties, Ballly’s Park Place, Caesars, The Grand, Harrah’s, Resorts, Showboat, Trump Castle, Trump Plaza and Trump’s Taj Mahal

TROPICANA JURISDICTIONAL ISSUES-LOCAL 68 AND LOCAL 623

The Parties agree that the following past practices will continue:

1. New Ceilings:

· Grid (The Grid is the metal frame that supports the ceiling tiles)-623

· Tile (The tiles are the different size squares that fit into the grid to form the ceiling)-623

2. Existing Ceilings:

· Grid-623

· Tile-68

3. All Spline Ceilings (These are 12 x12 that come in one piece)-623

4. Assembly of Furniture

· Office Furniture-68

· Hotel Room-no assembly needed

· Lounges-no assembly needed

· Restaurant Furniture-wood by 623, metal by 68

5. Furniture Moves

· Furniture Built by Carpenters-623

6. Mounting of Slot Stools

· Bolting of Base to Floor-68

· Bolting of Stool to Base-623

· Mounting Stool to Base of Slot Machine (break away bracket)-623

· Mounting Stool to Base of Slot Machine (lip bracket)-623

7. Maintenance of Slot Stools

· Bolts in base of stool-68

· Bolts in stool (including chair and swivel)-623

· Bracket in Slot Machine Base-623

8. Moving of Furniture

· Hotel Room-In the past either 623 and 68 (GM) has moved depending on who makes the repair.

· Repaired Furniture-Past practice has varied between 623 and 68 depending on who does the repair.

9. Door Chains

· Replacement-68 (GM) has done in the past

· Cutting or Opening-done by both 68 or 623 — 623-opens, 68-replaces

10. Peep Holes (replacement)-has historically been done by 68 or 623 depending on who gets the call first.

11. Head Boards

· Maintenance & repair-623

· Installation of New-623

12. Moving of Slot Machines and Slot Machine bases (any size move)-Composite crew made up of two (2) 68’s (casino maintenance) and four (4) to five (5) 623’s.

13. Closet Doors

· Hanging/Maintenance/Repair-623

· Installation of New-623

It is understood and agreed this is not an all inclusive jurisdictional list and Local 623’s jurisdiction expands beyond this document.

Carpenters Local Union #623		International Union of Operating Engineers
Atlantic County, NJ		Local 68-68A-68B; AFL-CIO
26 South New York Avenue		4425 Atlantic Avenue
Atlantic City, NJ 08401		Atlantic City, NJ 08401

AGREEMENT

The following outlines the agreement between Tropicana Casino & Resort and the above unions regarding the chairs in the showroom:

1. The pit area, i.e., consisting of the first nine rows of chairs, which is the area immediately adjacent to the stage, will have work conducted as follows:

a. All repair work will be performed by Carpenters Local 623.

b. Chairs will be removed and replaced by Local 68 (stage crew).

2. For all remaining chairs in the theater other than the pit area, work will be conducted as follows:

a. All repair work will be performed by Carpenters Local 623.

b. Chairs will be removed and replaced by Carpenters Local 623.

3. The parties further agree that in the event a situation occurs where a disabled guest requires immediate service, the practice outlined in paragraph 2 above will be followed. In the event, however, that Carpenters Local 623 is not able to respond to the disabled guest in a timely manner upon proper notice, then and only then will the stage crew be permitted to remove the chair to accommodate the guest. The parties further agree that in this situation, Carpenters Local 623 will not grieve the removal of the chair by the stage crew.

/s/ [ILLEGIBLE]		6/14/99
For Tropicana Casino And Resort		Date

/s/ Eustace Eggie III		June 17, 1999
For Carpenters Local #623		Date

/s/ [ILLEGIBLE]		June 17, 1999
For International Union of Operating Engineers Local 68-68A-68B, AFL-CIO		Date

/s/ [ILLEGIBLE]		6/17/99
For International Union of Operating Engineers Local 68-68A-68B, AFL-CIO		Date

MEMORANDUM OF UNDERSTANDING

Made this 6th day of April, 2001 by and between GNOC Corp., t/a Atlantic City Hilton Casino Resort; Boardwalk Regency Corporation, t/a Caesars Atlantic City; Bally’s Park Place, Inc., t/a Bally’s Park Place Casino Resort and Wild West Casino; Adamar of New Jersey, t/a/ Tropicana Casino & Entertainment Resort; Trump Castle Associates, d/b/a Trump’s Marina Casino Resort; Trump Plaza Associates, d/b/a Trump Plaza Hotel and Casino; and Trump Taj Mahal Casino Resort (hereafter referred to collectively as the “Group” and individually by name) and United Brotherhood of Carpenters and Joiners of America, Local Union 623; International Union of Painters and Allied Trades, Painters District Council 711; and International Union of Operating Engineers, Local 68, 68A, 68B, 68C (hereafter referred to collectively as the “Unions” and individually by local number).

INTRODUCTION

The Group and the Unions are parties to seven (7) individual collective bargaining agreements all with the same or substantially similar terms and conditions. For the sake of uniformity and convenience, the Group has coordinated bargaining for the purpose of negotiating agreements to supersede their respective collective bargaining agreements with the Unions, which will expire midnight April 30, 2001. The following sets forth the agreement reached between the Group and the Unions subsequent to the conduct of collective bargaining negotiations:

MODIFICATIONS

1) The terms and provisions of the Group’s seven (7) collective bargaining agreements will continue in full force and effect, except those terms and provisions that are modified below. Unless specified otherwise, the effective date for all agreed upon modifications shall be May 1, 2001

A) Duration: Five (5) years, May 1, 2001 to April 30, 2006

B) Probationary Period: Increased to ninety (90) days. Language remains requiring contributions to funds from the first (1 st ) day worked after employee completes his/her probationary period.

C) Control and Discharge: Add “The Union does not waive its right to grieve and arbitrate, nor is this section intended to affect the Employer’s burden of proving just cause.” Strike out “cases of incompetence or insubordination.”

D) Lay Offs: Revise to read: “If there is a reduction in force, Employees shall be laid off in reverse order of seniority provided they have the skill and ability to perform the job. Employees on lay off shall be recalled in order of seniority to openings in the shop provided they have the skill and ability to perform the job.” (Local 623 only)

MEMORANDUM OF UNDERSTANDING

E) Apprentices: Add “There is no obligation to employ an apprentice at the end of the apprenticeship period.” (Local 68 and Local 711)

F) Remove the 180-day language negotiated in 1996, but retain the introductory language beginning with the words, “This contract does not recognize...”

G) Multi-Location Employer: Add language: “Trades employees may be assigned to work at other properties owned and operated by their parent company if parent company owns or operates more than one property in Atlantic City. Employees shall be first offered the opportunity to take such assignment in accordance with their shop seniority, by shift. If an insufficient number of employees accept the offered assignment, employees shall be assigned in inverse order of shop seniority. In either case, the employee so selected must have the requisite skill and ability to perform the assigned work. Employees so assigned shall be paid at the rate of time and one-half (1 1/2) their base hourly rate for all hours worked on such assignment.”

H) Local 623 and Caesars: The Bally’s Park Place Memorandum of Understanding dated May 1997 regarding “Slot Machines and Slot Bases” shall be applicable to Caesars. Local 623 Bargaining Unit employees shall perform the installation, removal and repair of all locks associated with slot bases, bill changers, cash boxes and slot machines exclusive of the slot machine door lock, which includes the re-set lock.

I) Trump Marina and Local 623: Slot moves will be handled in the same manner as Trump Plaza.

J) Economics: The Group and the Unions agree that the total package for the five (5) years shall be five dollars forty-five cents ($5.45) per hour distributed as follows:

1 st year		2 nd year		3 rd year		4 th year		5 th year
1.00		1.05		1.10		1.15		1.15

The Group agrees that the Unions will have the right to allocate the above amounts between Wages, Health & Welfare, Pension, Education, and Annuity. The Unions agree to provide the Group with their decision on allocation no later than ten (10) working days from the date of this Memorandum of Understanding. In addition, the Unions will have the right thirty (30) days prior to the end of each contract year to reallocate the above amounts. Funds to be paid in accordance with existing language in the collective bargaining agreement. Annuity cannot, during the year, go back and forth to wages and annuity...it must be one or the other.

MEMORANDUM OF UNDERSTANDING

K) The Parties recognize that some of the properties and some of the locals do not have up to date formal collective bargaining agreements and instead have old agreements with amendments attached thereto. It is agreed in those cases that the parties will formalize their agreement in an updated collective bargaining agreement.

EXECUTED THIS 6th DAY OF APRIL 2001, SUBJECT TO RATIFICATION BY THE RANK AND FILE MEMBERSHIP OF THE UNIONS.

LOCAL 623, UNITED BROTHERHOOD	ATLANTIC CITY HILTON CASINO
OF CARPENTERS AND JOINERS OF	RESORT
AMERICA
	/s/ [ILLEGIBLE]	4/6/01
/s/ [ILLEGIBLE]
	CAESARS ATLANTIC CITY
PAINTERS DISTRICT COUNCIL 711,
INTERNATIONAL UNION OF PAINTERS	/s/ [ILLEGIBLE]	4/6/01
AND ALLIED TRADES
	BALLY’S PARK PLACE CASINO
/s/ [ILLEGIBLE]	RESORT

LOCAL 68, 68A, 68B, 68C,	/s/ [ILLEGIBLE]	4/6/01
INTERNATIONAL UNION OF
OPERATING ENGINEERS	TROPICANA CASINO &
	ENTERTAINMENT RESORT
/s/ [ILLEGIBLE]
	/s/ [ILLEGIBLE]	4/6/01

	TRUMP’S MARINA CASINO RESORT

	/s/ [ILLEGIBLE]	4/6/01

	TRUMP PLAZA HOTEL AND CASINO

	/s/ [ILLEGIBLE]	4/6/01

	TRUMP TAJ MAHAL CASINO
	RESORT

	/s/ [ILLEGIBLE]	4/6/01

This side letter agreement is between the Tropicana Casino and Resort, and the South Jersey Regional Council of Carpenters and its Local 623, for the purpose of compensating employees working at the Satellite Shop who can not enjoy their meal on site. Outlined below are items that further delineate this agreement:

1. Any Local 623 Bargaining Unit members who are working at the Satellite Shop during their meal breaks will be compensated a meal allowance at the rate of eight dollars ($8.00) per day for obtaining their own meal (to be included in their weekly paycheck) in addition to their regular wages and benefits.

2. This meal allowance is in lieu of the employees returning to the Tropicana from the Satellite Shop for the purpose of eating during their meal break and to save travel time to and from the property.

3. If employees return to the Tropicana for any reason and enjoy their meal break on site. they will not be compensated the eight dollars ($8.00) per day meal allowance.

4. When employees work two (2) or more hours beyond their normal shift, they shall be entitled to a second meal break as outlined in the Collective Bargaining Agreement between the parties. They will be compensated an additional eight dollars ($8.00) per diem for this meal, provided the employees are working at the Satellite Shop for the second meal break.

5. This agreement shall be retroactive to January 15, 2001, upon its execution by both parties.

/s/ [ILLEGIBLE]		1/16/01		/s/ Eustace Eggie III		Jan. 15, 2001
Tropicana		Date		Local 623		Date

Jurisdictional Work Assignment Agreement
Between Local 68, I.U.O.E. and S.J.R.C.C, and its Local 623
And Tropicana

This Agreement sets forth the understanding reached by the undersigned parties in connection with certain work performed at the Tropicana which work had become disputed between Local 68, I.U.O.E. (“Local 68”) and S.J.R.C.C., and its Local 623 (“Local 623”) and their respective memberships:

1.	The parties agree that, as of the date of this Agreement, the installation, repair, replacement and removal of all closet doors in the North, South and West Towers including all parts, hardware, and accessories related to closet doors will be performed by employees represented by Local 623.

2.	Tropicana agrees to notify appropriate management personnel that the dispute concerning the above work has been resolved, and the Employer agrees and will be bound by the terms of this Agreement.

3.	The Unions agree that they will advise their respective bargaining unit membership of the terms of this Agreement. Upon either Union’s representative notifying the Employer, as well as the other Union, that work has been, or is being, or is about to be, assigned contrary to this Agreement, the Employer shall address the matter immediately to correct the assignment so that it is in compliance with this Agreement.

Dated: Jan. 6, 2000

/s/ Eustace Eggie III		/s/ [ILLEGIBLE]
South Jersey Regional Council of		Local 68, International Union of
Carpenters and its Local 623,		Operating Engineers, AFL-CIO
AFL-CIO

/s/ [ILLEGIBLE]
Tropicana Hotel Casino

The following is a side letter to be attached to the Collective Bargaining Agreement where the Tropicana Casino and Resort and the South Jersey Regional Council of Carpenters and its Local 623 have entered into this agreement.

It is the intention of Tropicana Casino and Resort to begin an Asset Preservation Program in the Guest Rooms. This program is tentatively scheduled to begin on January 8, 2001.

1. Hours of work: Four 10-hour days (for the guest rooms only), Monday through Thursday, 8:00AM-6:00PM.

2. Overtime: Will be paid after 10 hours in a day or over 40 hours in a week.

3. Breaks: Breaks will be provided in accordance with the Collective Bargaining Agreement. The morning break will be scheduled for 10:00 am, the lunch break is scheduled for 12 noon, and the afternoon break is scheduled for 3:00 pm. If the mechanic agrees to work two (2) or more hours of overtime beyond their normal 10 hour shift, they will be entitled to a hot meal and a paid thirty (30) minute break at the completion of the regular shift.

4. Vacation: - Tropicana is - asking all mechanics in this - program - to take a portion of their vacation during the following holiday weeks: The week of New Years Day, President’s Day, Memorial Day, July 4 th , Labor Day, Veterans Day, Thanksgiving and Christmas. These dates will be posted for the Hotel Carpenters, Upholsterers and Carpet Mechanics in this program. All vacation time will be handled as outlined below.

a. 1 week vacation - at the convenience of the employee.

b. 2 weeks vacation - I week as outlined above, and 1 week at the convenience of the employee.

c. 3 weeks vacation – 1 week as outlined above, 1 week at the convenience of the employee, and 1 week between the months of October, November and December.

d. 4 weeks vacation – 2 weeks as outlined above, and 2 weeks at the convenience of the employee.

e. If an employee applies for a full forty (40) hour vacation and is on vacation during a holiday week, the Employer shall pay the employee forty (40) hours vacation time plus ten (10) hours of holiday pay.

5. If a Carpenter, Upholsterer or Carpet Mechanic in this program calls out or is on vacation, personal day, funeral leave, single vacation day etc., Tropicana will use other Carpenter(s), Upholsterer(s) or Carpet Mechanic(s) from the regular crew to replace this person for each shift vacated or offer overtime.

6. A new shift schedule will be posted to include this PM shift, for the Hotel carpenter shop, Upholsterer shop and Carpet mechanic shop to bid. This position will be bid by seniority in each of the respective shops.

7. All interviews will take place with the “Lead” being present.

8. Each respective Lead will communicate the work assignments to the employee(s) on the P.M. program.

9. Vacation entitlement in weekly increments shall be unaffected by the change, i.e., employees shall receive 40 hours per week of vacation.

10. Holidays, personal days, single vacation days, jury duty pay and funeral leave pay shall be computed on the basis of a ten (10) hour day.

11. Regular and overtime hours shall be as described in Article IX of the Agreement, providing for the four (4) ten (10) hour day shift arrangement.

12. The four (4) hour minimum emergency call-in time shall remain four (4) hours.

13. Provided a current member of the Hotel Carpenter Shop, Upholsterers Shop and Carpet Mechanics Shop bids for this P.M. shift, there will not be a probationary period for this person, as they have satisfactorily performed these tasks over their tenure at the Tropicana.

14. All jurisdiction shall remain as in the past.

In all other respects, the Collective Bargaining Agreement currently in existence between the parties will apply.

/s/ [ILLEGIBLE]		/s/ Eustace Eggie III
For the Employer		For the Union
12/18/00		Dec. 18. 2000
Geo. Wackenheim

Carpenters Local Union #623		International Union of Operating Engineers
Atlantic County, NJ		Local 68-68A-68B; AFL-CIO
26 South New York Avenue		4425 Atlantic Avenue
Atlantic City, NJ 08401		Atlantic City, NJ 08401

AGREEMENT

The following outlines the agreement between Tropicana Casino & Resort and the above unions regarding the chairs in the showroom:

1. The pit area, i.e., consisting of the first nine rows of chairs, which is the area immediately adjacent to the stage, will have work conducted as follows:

a. All repair work will be performed by Carpenters Local 623.

b. Chairs will be removed and replaced by Local 68 (stage crew).

2. For all remaining chairs in the theater other than the pit area, work will be conducted as follows:

a. All repair work will be performed by Carpenters Local 623.

b. Chairs will be removed and replaced by Carpenters Local 623.

/s/ [ILLEGIBLE]		6/14/99
For Tropicana Casino And Resort		Date

/s/ Eustace Eggie III		June 17, 1999
For Carpenters Local #623		Date


/s/ [ILLEGIBLE]		June 17, 1999
For International Union of Operating		Date
Engineers Local 68-68A-68B, AFL-CIO

/s/ [ILLEGIBLE]		6/17/99
For International Union of Operating		Date
Engineers Local 68-68A-68B, AFL-CIO

AGREEMENT

BETWEEN

THE TROPICANA HOTEL CASINO

AND

SOUTH JERSEY REGIONAL COUNCIL OF CARPENTERS

EFFECTIVE MAY 1, 1996 TO APRIL 30, 2001

AGREEMENT INDEX

ARTICLE	DESCRIPTION	PAGE

Article I	Recognition	3

Article II	Employment and Union Security	4

Article III	Management Rights	5

Article IV	Control and Discharge	5

Article V	Seniority	6

Article VI	No Discrimination	7

Article VII	Vacations	7

Article VIII	Holidays	8

Article IX	Funeral Leave	9

Article X	Jury Duty	9

Article XI	Hours of Work Overtime	9

Article XII	Wages	10

Article XIII	Benefits	10

Article XIV	Visitation	11

Article XV	Grievances & Arbitration	11

Article XVI	No Lockouts	12

Article XVII	Safety	13

Article XVIII	New Jersey Casino Control Act	13

Article XIX	Shop Stewards	13

Article XX	General Conditions	14

Article XXI	Most Favored Employer	14

Article XXII	Savings Clause	15

Article XXIII	Past Practices & Side Agreements	15

Article XXIV	Term of Contract	15

Schedule A		17

Schedule B		18

Schedule C		19

AGREEMENT

THIS AGREEMENT made and entered into this 1st day of May 1996 by and between TROPICANA HOTEL CASINO, Atlantic City, New Jersey, hereinafter referred to as “Employer”, and Local Union 623, SOUTH JERSEY REGIONAL COUNCIL OF CARPENTERS, Atlantic City, New Jersey, hereinafter referred to as “Union”.

WITNESSETH

WHEREAS, the parties hereto desire to cooperate to stabilize labor relations by establishing general standards of wages, hours and other conditions of employment, and to insure the peaceful, speedy, and orderly adjustment of differences that my arise from time to time between Employer and its employees, without resort to strikes, lockouts, boycotts, slowdowns or other economic interferences with the smooth operation of the hotel business of the Employer.

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

ARTICLE I
RECOGNITION

1. Employer recognizes the Union as the exclusive bargaining representative of all regular full-time Carpenters employed by the Employer at its hotel/casino located at Iowa Avenue and the Boardwalk, Atlantic City, New Jersey. (The terms Carpenters and Joiners are synonymous and will include any persons performing the subdivisions of the trade, to include upholsterers and locksmiths. Members will be used to do all normal Carpenter’s work such as erecting and maintaining any work existing or any work normally done in-house.)

2. It is further mutually understood and agreed that for the purposes of this Agreement, regular, full-time Carpenters are those employees who are regularly scheduled to and do work in their respective trade at least forty (40) hours per week, week in and week out.

3. It is further understood and agreed that new construction, reconstruction, major repairs, of the hotel and its facilities and appurtenances will be permitted and covered by this Agreement, when the employer considers it feasible and the union agrees that such performed by an inside crew. The Employer expressly reserves the right to have such work performed in such manner and by such employees, as may be furnished by a subcontractor. It is agreed that the Hotel will not subcontract work in order to eliminate members of the bargaining unit. The Employer retains the right to set the staffing levels.

4. The parties recognize that the State of New Jersey Casino Control Act (Act), provides that Unions seeking to represent employees licensed under the Act are required to register

with the Casino Control Commission. It is understood and agreed that, unless exempted from the registration requirements, the Union will as a condition of the Agreement so register. Should the Union fail for any reason to obtain an exemption from registration or to obtain timely and valid registration or should such registration, once obtained, be suspended or canceled, the Employer’s recognition of the Union and its obligation to bargain with the Union and to observe the provisions of Article I, Paragraph 1 hereof, or to deal with the Union under Article XIII, hereof, shall terminate; provided, however, that upon obtaining an exemption from registration or upon registration as required under the Act within the term of this Agreement and the provisions thereof so terminated shall be reinstated.

ARTICLE II
EMPLOYMENT AND UNION SECURITY

1. It shall be a condition of employment that all employees covered by this Agreement, who are members of the Union in good standing on the effective date of this Agreement shall remain members in good standing and those who are not members on the effective date of this Agreement shall on or after the 60th day following the effective date hereof become members in good standing in the Union. In the event that any employee fails to comply with the requirements of this section to the extent of tendering customary dues and initiation fees, Employer shall summarily discharge that employee upon receipt of written demand therefor from the Union. The sixty (60) day period during which new employees are not obligated to become members of the Union shall be designated as a trial or probationary period for the benefit of the designated as a trial or probationary period for the benefit of the Employer, during which period Employer has the right to discharge said employee without cause and said probationary employees shall not be covered by this Agreement nor derive any benefits thereof.

2. Whenever additional employees are required, Employer shall notify the Union. The Union shall assist Employer in obtaining qualified and competent employees, reserving to itself the right of first referral for potential employees, provided however, nothing herein contained shall preclude Employer from employing workers on the open market. Whenever an employee is hired or rehired, Employer shall within sixty (60) days notify Union in writing of the name and address of said employee.

writing fifteen (15) days before the expiration of the time periods stated above of his wish to revoke its authority, the same shall be honored.

4. The Union will defend, indemnify, and save harmless the Employer against and from any and all claims, demands, liabilities and disputes arising out of or by reason of action taken or not taken by the Employer for the purpose of complying with Section 3 of this Article.

ARTICLE III
MANAGEMENT RIGHTS

1. The Union recognizes that the Management of the Hotel/Casino and the direction of the working force is vested exclusively in the Employer including, but not limited to, the right to schedule work; to assign work and working hours to employees; to establish quality and production standards and the most efficient utilization of his services; to hire, transfer, discharge or relieve employees from duty because of lack of work; to install and utilize the most efficient equipment; and to create or eliminate any or all operations or job classifications, subject to the seniority provisions herein contained. The Employer shall have the right to make and enforce reasonable rules for the conduct and appearance of employees not inconsistent with the provisions of this Agreement.

2. It is understood that all management rights held prior to the execution of this Agreement, other than those specifically surrendered by this Agreement, continue to be retained by the Employer.

ARTICLE IV
CONTROL AND DISCHARGE

1. Employer shall have the sole right to direct and control its employees. Employer reserves the right, which right is hereby recognized by the Union, to hire, retain, promote, demote, transfer, layoff, suspend, discharge or rehire according to the requirements of the business and according to skill and efficiency, giving due consideration to seniority. Employer shall have the unquestioned right to suspend or discharge employees for actions such as but not limited, to dishonesty, willful misconduct, incompetence, drinking or drunkenness on the job, insubordination, or other good cause, or participation in a proven, deliberate slowdown, work stoppage, or strike in violation of this settlement; provided, however, the Union does not waive its right to arbitrate, in cases of incompetence or insubordination when in its opinion there has been a flagrant miscarriage of justice.

procedure of this Agreement or any other action against the Employer, provided, however that should the Union member’s license subsequently be issued or reinstated he will be eligible for re-employment if a vacancy exists in his job classification.

ARTICLE V
SENIORITY

1. For the purpose of this Agreement, seniority shall be defined as length of continuous service from the employee’s last employment date.

2. The seniority of employees who successfully complete the sixty (60) days probationary period set forth in Article II, Paragraph 1, above, shall date from the employee’s date of hire.

3. Seniority shall be broken by any of the following events:

(a) Voluntary quit;

(b) Discharge for cause;

(d) Failure to report for work on the next scheduled work day after the Employer sends notice of recall from layoff by telegram to the employee’s last known address or failure to so report on the second scheduled work day after such notice is sent by registered or certified mail.

(e) Failure to report for work upon expiration of a leave of absence.

(f) Absence from work without notice to the Employer for two (2) consecutive work days.

4. Failure to report or failure to notify the Employer under Subsections D, E, or F shall not result in a break in seniority, if such failure is due to conditions beyond the employee’s control. Any loss of seniority under Subsections D, E, or F shall constitute a voluntary leaving of work without good cause.

ARTICLE VI
NO DISCRIMINATION

1. There shall be no discrimination against any employee because of Union membership or lawful Union activities or because of race, sex, age, creed or national origin, or liability to military services.

2. The parties recognize and agree to comply with the Equal Employment Opportunity and Affirmative Action, requirements of the New Jersey Casino Control Act.

ARTICLE VII
VACATIONS

1. All employees covered by this Agreement, at the conclusion of their first anniversary year of employment shall be entitled to one (1) week of vacation, with pay.

2. All employees covered by this Agreement who shall have been regularly employed for two (2) years but less than eight (8) years shall receive two (2) weeks vacation, with pay.

3. All employees covered by this Agreement who shall have been regularly employed for more than eight (8) years but less than ten (10) years shall receive three (3) weeks vacation, with pay.

4. All employees covered by this Agreement who shall have been regularly employed for ten (10) years or more shall receive four (4) weeks vacation, with pay. The fourth (4) week may, with mutual consent, be taken on a per day basis, provided the employee gives the employer ten (10) days notice of the day to be taken.

5. Vacations shall be taken at the convenience of the Employer, but seniority shall be recognized in scheduling the same.

occurs.

7. Vacation time cannot be accumulated from year to year and must be taken within one (1) year of anniversary date.

ARTICLE VIII

HOLIDAYS

1. All employees covered by this Agreement shall be granted a holiday with pay on the following days:

New Year’s Day		January 1st

Memorial Day		Last Monday in May

Independence Day		July 4th

Labor Day		1st Monday in September

Veteran’s Day		November 11th

Thanksgiving Day		4th Thursday in November

Christmas Day		December 25th

*Two Personal Days		To be taken during employee’s anniversary year

*At least one (1) week notice of personal holidays is required with Employer reserving the right of refusal when business conditions dictate.

When an employee’s normal work shift includes a holiday and he will not be required to work on the holiday, the Employer shall notify him at least seven (7) days before the holiday.

2. Holiday pay shall consist of eight (8) hours of straight time pay. Employees who are required to work on a holiday shall be paid time and one-half (1 1/2) for work performed on said holiday in addition to the holiday pay.

3. In order to qualify for holiday pay, the employee must report for work on his last scheduled day before said holiday and his first scheduled day after said holiday, unless said requirement is specifically waived by Employer. If an employee is scheduled to work on a holiday but does not report for work, he shall not receive holiday pay unless he shall have been excused by his Employer from working on said holiday.

4. When pay day falls on a holiday specified in the contract, employees will be paid on the day before.

ARTICLE IX
FUNERAL LEAVE

1. Members of the bargaining unit shall be permitted time off with pay to a maximum of three (3) scheduled work days for the purpose of arranging and attending the funeral of a member of the employee’s immediate family, defined as mother, father, spouse, brother, sister, children, mother-in-law, father-in-law and grandparents. Pay shall be the daily base hourly rate for eight (8) hours. The Employer reserves the right to require official notification and/or proof of death and attendance at funeral.

ARTICLE X
JURY DUTY

1. Members of the bargaining unit, who serve as jurors on regularly scheduled work day or days shall be paid the difference only between the amount received by him for such service and his daily base hourly rate for eight (8) hours to a maximum of the (10) days for each call. Employee will provide his immediate supervisor with:

A. Seventy-two (72) hours of notice of such case.

B. Copy of court order to “appear”.

C. Official court documentation as to appearance and amount paid Juror by court.

2. It is understood that employees will be expected to report to work if excused from Jury Duty during normal work hours which reasonably coincide with scheduled work time.

ARTICLE XI
HOURS OF WORK OVERTIME

1. The regular work week shall consist of five (5) consecutive days and the regular work day shall consist of eight (8) consecutive hours.

3. If an employee is scheduled to work for an eight (8) hour shift, employee shall receive one-half (1/2) hour break, as near the middle of the shift as is possible, on Employer’s time.

4. Overtime and holiday time shall be paid for and shall not be compensated for by giving employee time off.

ARTICLE XII
WAGES

1. All employees working in any of the classifications in the schedule annexed hereto shall be paid each week for services performed.

2. Attached hereto and marked “Schedule A”, and made part of this Agreement are the wage rates applicable to the employees. The wage rate set forth in said schedule is a minimum wage rate only. Attached hereto and marked as Schedule “B” and made part of this Agreement are the wage increases applicable to the employees.

3. Whenever an employee shall be called out in an emergency, he shall be paid for no less than four (4) hours regardless of the number of hours actually worked by him.

4. Attached hereto and marked as Schedule “C” and made part of this Agreement are the Apprenticeship and Training Program rates.

ARTICLE XIII
BENEFITS

1. Effective May 1, 1996, the Employer agrees to contribute $3.45 per hour for all straight time hours worked or paid, not to exceed 2080 hours per year, to the Union Welfare Fund for each employee covered hereby retroactive to the first (1st) day worked on behalf of employees who have completed their probationary period.

2. The Employer agrees to contribute $1.27 per hour for all straight time hours worked or paid not to exceed 2080 hours per year to the Union Pension Fund for each Employee covered hereby, retroactive to the first (1st) day worked on behalf of employees who have completed their probationary period.

3. The Employer agrees to contribute $.05 per hour for all straight time hours worked or paid on or after May 1, 1996 not to exceed 2080 hours per year to the Apprenticeship Training Program for each employee covered hereby, who has completed his probationary period, retroactive to the first (1st) day worked by said employee or May 1, 1996, whichever is later.

4. Effective May 1, 1996, the Employer agrees to contribute One dollar and seventy-five cents ($1.75) per hour to the Union Annuity Fund for each hour worked by employees covered herein. Prior to such contribution, the Union will supply the Employer with a copy of the Fund Trust Agreement, the IRS tax exempt determination letter and the Fund Plan. In the event the Annuity Fund is governed by ERISA, this contribution shall be placed in one of the other tax exempt fringe benefit funds as agreed upon between the parties.

5. Attached hereto and marked Schedule “B” and made part of this Agreement are the

benefit contribution increases applicable to the Funds unless reallocated by the Union as set forth in Schedule B.

ARTICLE XIV
VISITATION

1. Representatives of the Union shall have the right to visit the Hotel/Casino at reasonable times in order to investigate matters covered by this Agreement and grievances hereunder. Said visits shall not be made at such time or in such manner as shall prevent the orderly operation of the hotel/casino business and Union’s representatives shall notify the employer’s Director of Industrial Relations or his designated representative in advance to arrange a time for and nature of the intended visits.

ARTICLE XV
GRIEVANCES AND ARBITRATION

1. For the purpose of this Agreement, a grievance is defined as a complaint, dispute, or controversy between the parities as to the application or interpretation of this Agreement. All grievances shall be presented by either party to the other within five (5) working days of their origin in order to be raised in a timely fashion. All grievances not raised in a timely fashion or not processed in accordance with the time periods set out below shall be considered waived and abandoned.

2. The following procedure shall be followed exclusively in the settlement of all grievances arising under this Agreement:

Step 1. The first step of the grievance procedure shall be between the employee and/or the shop steward and the employee’s supervisor. If the Employee is dissatisfied with the action taken by the supervisor on his grievance, the employee shall reduce the grievance to writing and present the written grievance to his supervisor within two (2) working days of the supervisor’s verbal response.

Step 2. If the grievance is not resolved in Step 1, then the shop steward shall forward the written grievance to the department head within three (3) working days of the response of the supervisor.

Step 3. In the event that the grievance is not adjusted satisfactorily after the timely presentation of the written grievance to the department head, then a meeting between the Union Business Agent and a designated representative of the Hotel shall be arranged.

Step 4. In the event that the grievance is not adjusted satisfactorily at Step 3, then the matter may be referred to the American Arbitration Association for final and binding arbitration within fourteen (14) calendar days of the unsatisfactory response to Step 3.

It is understood that the parties by mutual agreement may extend the time periods for processing grievances.

In the event that the Employer is the aggrieved party, the Employer may begin the processing of the grievance at Step 3.

Grievances shall not be processed by shop stewards or Union officials during working hours, unless mutually agreed to between the Union and the Company.

In the event that a grievance is referred to arbitration, the grievance shall be submitted to the Industrial Arbitration Tribunal of the American Arbitration Association with the request that the Association send to the parties a list of arbitrators pursuant to its procedures. A grievance in dispute shall be heard by the arbitrator and his decision or award shall be final and binding upon the parties hereto. The expenses incident to the arbitration shall be borne equally by the Union and the Employer. Only one grievance at a time shall be heard by the arbitrator unless otherwise agreed to by the parties. The arbitrator shall not have the power to add to, subtract from or modify any of the terms of this Agreement.

ARTICLE XVI
NO LOCKOUTS

1. Both the Union and the Employer recognize the service nature of the hotel/casino business and the duty of the Employer to render continuous and hospitable service to the public in the way of lodging, food and other necessary accommodations. Therefore, the Union agrees that it will not call, engage in, participate in, or sanction any strike, sympathy strike, work stoppage, picketing, sit-down, sit-in, boycott, refusal to handle merchandise, or other interference with the conduct of the Employer’s business for any reason whatsoever, including the dealing by Employer with non-union suppliers or delivery men; nor will Union interfere with any guest or tenant at the Hotel engaged selling or exhibiting non-union made merchandise or in so doing employing non-union help. Employer agrees that is shall not lockout its employees or any of them. Any such action shall be a violation of this agreement.

ARTICLE XVII
SAFETY

1. The Union and the Employer agree that it is in the best interests of all members of the bargaining unit to maintain a safe and healthy work place and to observe all safety requirements.

2. Violations of established safety policies and procedures shall be grounds for disciplinary action up to and including discharge.

ARTICLE XVIII
NEW JERSEY CASINO CONTROL ACT

1. The parties hereto recognize and agree that the State of New Jersey Casino Control Act (P.L. 1977, c. 110) (the “Act”) and the rules and regulations thereunder contain provisions requiring the licensing of employees, the certifications of this and other provisions regulating and controlling “Casino Hotel” employees of the Employer, and that this Agreement is subject thereto in all respects.

ARTICLE XIX
SHOP STEWARDS

The Business Representative of the Union having jurisdiction over the site shall appoint a competent journeyman as a Shop Steward with whom the Employer agrees to recognize and meet. His employment may be terminated for just cause by the employer subject to the Grievance & Arbitration procedure.

The Shop Steward shall take only the necessary time to perform his duties. The Shop Steward shall have no authority to call any strike or stoppage of work or to make any agreement with changes, modifies or alters any of the terms and conditions set forth in this Agreement.

The Shop Steward shall not be discriminated against and shall be the last man laid off. The term “Last Man” shall be construed as applying to journeymen and apprentices, excluding only the foreman, who shall be considered an essential employee and required to remain at the job site at the discretion of the employer. The authority of the Shop Steward is limited solely to bringing grievances to the attention of the Union and the Employers. As to the other matters, neither the Steward nor any employee or group of employees shall be deemed an agent of the Union or authorized to bind the Union. The Employer agrees that the sole person or persons authorized or having the power to act as agent of the Union shall be the Executive Committee of the South Jersey Regional Council of Carpenters acting as a committee (or such substitutions or additional persons as may be hereafter formerly designated by written notice to the Employer). The Union shall not be responsible for the acts of any other or persons including members and employees of the Union.

ARTICLE XX

GENERAL CONDITIONS

1. The Employer shall furnish shirt and trousers (and/or coveralls) and launder same at no cost to the employee. All clothing furnished to the employee shall be returned on termination.

2. An Employee shall be entitled to receive one (1) hot meal during the course of an eight (8) hour shift, as near to the middle of the shift as possible. If an employee is required to work overtime for two (2) hours or more beyond his regular shift, or is called out in an emergency and works for four (4) hours or more, he shall be entitled to a meal.

3. Company clothing may be exchanged on Company time.

4. Notwithstanding anything in the contract to the contrary, all paid non-working time including but not limited to meal periods, rest and coffee break periods, wash-up and changing times granted during an eight (8) hour shift shall be limited to a total of one (1) hour, which shall be handled by 1. a fifteen (15) minute coffee break midway during an employee’s first four (4) hours on the job; 2. a thirty (30) minute meal period at the middle of the employee’s shift; and 3. either, at the Employer’s designation, a fifteen (15) minute break added to the thirty (30) minute meal period or a fifteen (15) minute break at the end of the employee’s shift. The Employer will notify the Union in writing and include the following waiver: “The Employer agrees to waive the Most Favored Employer Clause with respect to the breaks issue.”

ARTICLE XXI
MOST FAVORED EMPLOYER

1. Recognizing the competitive nature of the casino/hotel industry and the desirability of maintaining a balance among the hotels in Atlantic City, the Union agrees that if it enters into any contract with another employer operating a casino/hotel or contractor on behalf of a casino/hotel in Atlantic City containing terms as to wages, hours, operating conditions or conditions of this Agreement more favorable to said other Employer than the terms of this Contract, then, at the Employer’s option, said terms shall be incorporated into this Agreement and become supplementary thereto. The Union agrees that upon demand of Employer it shall exhibit to the Employer or its authorized representative any agreement entered into with another casino/hotel in Atlantic City, New Jersey. A failure on the part of the Employer to insist upon the application of this section, whether said failure is intentional or a result of an oversight, shall not constitute a waiver of Employer’s right to demand enforcement of this provision on other occasions. Nothing herein contained shall be interpreted to render this provision applicable to a hotel or motel which does no own or operate a casino in Atlantic City, New Jersey.

ARTICLE XXII
SAVINGS CLAUSE

If any clause of this Agreement or portion thereof is found to be illegal or invalid, the remainder of the clause or provision shall remain unaffected and all other provisions of the contract shall remain in full force and effect.

ARTICLE XXIII
PAST PRACTICES AND SIDE AGREEMENTS

This contract does not recognize oral agreements, understandings or past practices. All such practices, side agreements, understandings must be in writing and signed by the parties to be enforceable.

During the 180 day period from the date of ratification, each property shall meet with the Union to agree and thereafter memorialize any past practices or re-execute any side agreements that the parties consider enforceable in the new agreement. In the event there is a dispute, the matter shall be submitted to arbitration. The arbitrator shall not uphold a past practice or side agreement which modifies or is inconsistent with the terms of the new collective bargaining agreement (including its recognition clause) or which limits productivity or efficiency. All side agreements shall be disclosed from one property to another.

ARTICLE XXIV
TERM OF CONTRACT

1. This Contract shall continue in full force and effect until midnight, April 30, 2001, unless that sixty (60) days prior written notice of an intention to terminate, modify or amend the Contract is given by one party to the other. In the event no such notice is given, then this contract shall continue in full force and effect until such time as a sixty (60) day notice is so given.

2. The Union anticipates negotiating new or amended contracts with other casino hotels and/or the Casino Hotel Association upon the expiration of the current contracts. The Employer shall have the right to exercise the option of adopting the first such contract as its own, provided such option is exercised at least 60 days prior to April 30, 2001. If such options is exercised the instant contract shall remain in effect until such time as the new contract (with its appropriate retroactivity) becomes applicable. Such option shall similarly be applicable at the expiration of such successive contract between the parties hereto. Any such contract shall contain the present Article XXI-Most Favored Employer.

3. Amendments, additions and/or deletions to this Agreement, with the exception of powers under articles XVIII and XIX, paragraph 2, will be null and void unless in writing and signed by the parties hereto.

IN WITNESS THEREOF the parties hereto, have set their hands and seals the day and year first above written, in Atlantic County, State of New Jersey.

TROPICANA HOTEL CASINO		SOUTH JERSEY REGIONAL
		COUNCIL OF CARPENTERS
		LOCAL 623

SCHEDULE “A”
CURRENT WAGE RATES

Effective Date	CARPENTER		LEAD

05/01/96	$	18.36	$	19.93

SCHEDULE “B”
WAGE AND BENEFIT CONTRIBUTION INCREASES

	5/1/96		5/1/97		5/1/98		5/1/99		5/1/2000

Wages	$	.50	$	.50	$	.55	$	.65	$	.70

H&W	—		$	.15	$	.15	$	.15	$	.15

Pension	$	.35	$	.10	$	.10	$	.10	$	.10

Education Fund	$	.05	$	.05	$	.05	$	.05	$	.05

Annuity	—		$	.10	$	.10	$	.10	$	.10

TOTAL	$	.90	$	.90	$	.95	$	1.05	$	1.10

After the first year, the Union will have the right thirty (30) days prior to the end of each contract year to reallocate the above amounts. Any money reallocated during the 1996 contract to Health and Welfare, Pension or Apprentice Education Training Funds will be paid on straight-time hours worked or paid, not to exceed 2080 in a contract year. Money reallocated to Annuity will be paid on all hours worked in excess of forty hours on an overtime basis. Diversions made by the Union in the 1992 contract including the $.35 of 1991 will remain as is for the duration of the new agreement. No further right to split reallocations between Annuity, Wages, Funds, etc.

SCHEDULE “C”
APPRENTICESHIP AND TRAINING PROGRAM

1. Title to be carpenter apprentice.

2. Use of employee in this title is at the option of the employer.

3. Apprentices may be assigned to work alone with respect to any task within the Carpenter’s jurisdiction under the collective agreement, with the exception of erecting scaffolding.

4. Apprentice carpenters will be compensated at the following rates during the period of training. Four (4) year progression as follows:

1st 6 months		60% of Carpenter Rate
2nd 6 months		65% of Carpenter Rate
3rd 6 months		70% of Carpenter Rate
4th 6 months		75% of Carpenter Rate
5th 6 months		80% of Carpenter Rate
6th 6 months		85% of Carpenter Rate
7th 6 months		90% of Carpenter Rate
8th 6 months		95% of Carpenter Rate
9th 6 months		Full Carpenter Rate

NOTE: Apprentice carpenter compensation percent will be computed on the current rate for Carpenter.

5. At the end of four (4) years, the employer will not be obligated to retain the apprentice in its employ.

6. The ratio of apprentice to all journeymen covered by the collective agreement, including lead persons, will not exceed one (1) apprentice for fifteen (15) or less journeymen; two (2) apprentices for sixteen (16) up to twenty-five (25) journeymen; and three (3) apprentice for twenty-six (26) up to thirty-five (35) journeymen.

Exhibit 10.16

MEMORANDUM OF UNDERSTANDING

INTRODUCTION

MODIFICATIONS

DURATION

Five (5) years, May 1, 2006 to April 30, 2011

ARTICLE II

For Carpenters, check off of Book Dues, as long as employee authorization is provided and Employer only has to provide one check.

ARTICLE V, SENIORITY

Section 3(c)

Delete language “one year for illness” and amend to read “six months (or one year for worker’s compensation) unless required to be longer, as an accommodation under state or federal law which extension or lack thereof, is not subject to the grievance and arbitration procedure. FMLA and NJFLA leave runs concurrently with leaves under this Agreement to the extent applicable.” (Local 68)

Add similar language for Carpenters and Painters in appropriate Article.

ARTICLE V §5

ARTICLE V, (CARPENTERS)

Probationary period extended to ninety (90) days.

ARTICLE VII, VACATION

Add similar language for Carpenters and Painters in appropriate Article.

ARTICLE XXI, GENERAL CONDITIONS

Section 6

Change two (2) hours to four (4) for overtime. (Local 68)

Add similar language for Carpenters and Painters in appropriate Article.

Section 9

Delete reference to exterminators. (Local 68 only)

NEW LANGUAGE

Add to Article II and Article XII, language attached as Attachment A.

Add identical language for Carpenters and Painters in appropriate Article.

NEW SECTION — DISCIPLINE

Add identical language for Carpenters and Painters in appropriate Article.

ECONOMIC TERMS

Attachment B

LEASED SPACE LANGUAGE

Attachment C, D & E for Operating Engineers

Attachment F for Carpenters

Attachment G for Operating Engineers & Carpenters

EXECUTED THIS 11 th DAY OF APRIL 2006, SUBJECT TO RATIFICATION BY THE RANK AND FILE MEMBERSHIP OF THE UNIONS.

ATTACHMENT A

Add the following language to the Dues and Fund Section as follows:

ATTACHMENT B

ECONOMIC SETTLEMENT

OPERATING ENGINEERS & CARPENTERS

YEAR 1		$1.15
YEAR 2		$1.15
YEAR 3		$1.15
YEAR 4		$1.20
YEAR 5		$1.25 $(1.27 Carpenters)

PAINTERS

YEAR 1		$1.10
YEAR 2		$1.10
YEAR 3		$1.15
YEAR 4		$1.20
YEAR 5		$1.25

Increases to be distributed by the Union(s) in the same manner as past contract.

Lead rate effective first year $2.00 above Mechanic A rate.*

Local 68 Training Fund:		.05¢ additional in 2 nd year
		.05¢ additional in 4 th year

*Employer may provide on an individual basis a rate for a lead that is above $2.00 at its sole discretion

ATTACHMENT C

FOR ALL EMPLOYERS EXCEPT TROPICANA
ADD TO ARTICLE 1, SECTION 2

Existing Language is now considered sub-paragraph (a)

(b) The parties specifically agree that Article 1, Section 2(a) shall not apply to the business operations of any person or entity occupying space pursuant to a lease, contract, sublease, subcontract or other agreement with the Employer entered into prior to the effective date of this Agreement (such leases, contracts, subleases, subcontracts or agreements being referred to herein as the “Existing Contracts”) nor to the space they are occupying or will occupy, provided that the square footage of such location or relocation may not be expanded by more than twenty-five percent (25%) of the present square footage occupied or to be occupied. The foregoing sentence shall apply to the Existing Contracts notwithstanding that the space to be occupied under the Existing Contract has not yet been built out, occupied or opened for business and to any Assignees, Subtenants, or replacement tenants subsequently occupying the space and shall continue for the duration of any renewal or extension of the term of such Existing Contract or any replacement contract. This exclusion shall further apply to any extensions or modification of any Existing Contract, including without limitation those modifications which may involve assignment of an Existing Contract, tenant relocation or the expansion of space occupied pursuant to an Existing Contract. Article 1, Section 2(a) does not apply to space occupied by health club, spa or salon operations, food, snack or beverage operations commonly referred to as “fast food” operations and retail operations in general which space is leased, contracted or subcontracted to third parties. The parties have agreed to a side agreement where future leased space would also be exempt from the provisions of Article 1, Section 2(a). All other space leased or subcontracted after the effective date of this Agreement not described in this Section 2(b) shall be covered under Article 1, Section 2(a).

ATTACHMENT D

TROPICANA ONLY
ADD TO ARTICLE 1, SECTION 2
Existing Language is now considered sub-paragraph (a)

(b) The parties specifically agree that Article 1, Section 2(a) shall not apply to the business operations of any person or entity occupying space pursuant to a lease, contract, sublease, subcontract or other agreement with the Employer entered into prior to the effective date of this Agreement (such leases, contracts, subleases, subcontracts or agreements being referred to herein as the “Existing Contracts”) nor to the space they are occupying or will occupy, provided that the square footage of such location or relocation may not be expanded by more than twenty-five percent (25%) of the present square footage occupied or to be occupied. The foregoing sentence shall apply to the Existing Contracts notwithstanding that the space to be occupied under the Existing Contract has not yet been built out, occupied or opened for business and to any Assignees, Subtenants, or replacement tenants subsequently occupying the space and shall continue for the duration of any renewal or extension of the term of such Existing Contract or any replacement contract. This exclusion shall further apply to any extensions or modification of any Existing Contract, including without limitation those modifications which may involve assignment of an Existing Contract, tenant relocation or the expansion of space occupied pursuant to an Existing Contract. Article 1, Section 2(a) does not apply to space occupied by health club, spa or salon operations, food, snack or beverage operations commonly referred to as “fast food” operations and retail operations in general which space is leased, contracted or subcontracted to third parties. The parties have agreed to a side agreement where future leased space would also be exempt from the provisions of Article 1, Section 2(a). All other space leased or subcontracted after the effective date of Agreement not described in this Section 2(b) shall be covered under Article 1, Section 2(a).

2. The Tropicana in its judgment, has the available staff to perform the work without interfering with its own work and without additional training so as to

complete the repair in a timely manner as set by the Tropicana, based on its priorities and which timeframe is satisfactory to the tenant.

ATTACHMENT E

ATTACHMENT F

RECOGNITION ARTICLE OF THE COLLECTIVE BARGAINING AGREEMENT (CBA)

ATTACHMENT G

FUTURE LEASED SPACE

Resorts —1

Trump Marina —1

Trump Plaza —1

Trump Taj Mahal - 1

Tropicana — 2

MEMORANDUM OF AGREEMENT
SIGNATURE PAGE

UNIONS:

/s/ [ILLEGIBLE]		4/24/06
INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68		DATE

/s/ [ILLEGIBLE]		4/24/06
NJ REGIONAL COUNCIL OF CARPENTERS, LOCAL 623		DATE

/s/ [ILLEGIBLE]		4.24.06
PAINTERS & ALLIED TRADES, DISTRICT COUNCIL 711		DATE

EMPLOYERS:

/s/ [ILLEGIBLE]		04/11/06
MARINA ASSOCIATES, d/b/a HARRAH’S ATLANTIC CITY		DATE

/s/ [ILLEGIBLE]		04/11/06
ATLANTIC CITY SHOWBOAT, INC.		DATE

/s/ [ILLEGIBLE]		04/11/06
BALLY’S PARK PLACE, INC. d/b/a BALLY’S ATLANTIC CITY		DATE

/s/ [ILLEGIBLE]		04/11/06
BOARDWALK REGENCY CORP. d/b/a CAESARS ATLANTIC CITY		DATE

/s/ [ILLEGIBLE]		4/24/06
TROPICANA CASINO AND RESORT		DATE

/s/ [ILLEGIBLE]		5/5/06
RESORT’S INTERNATIONAL, INC.		DATE

/s/ [ILLEGIBLE]		5/5/06
RESORTS INTERNATIONAL HOLDINGS, LLC., t/a ATLANTIC CITY HILTON		DATE

/s/ [ILLEGIBLE]		4/20/06
TRUMP MARINA, ASSOC., d/b/a TRUMP MARINA HOTEL & CASINO		DATE

/s/ [ILLEGIBLE]		4/20/06
TRUMP PLAZA, ASSOC. d /b/a TRUMP PLAZA HOTEL & CASINO		DATE

/s/ [ILLEGIBLE]		4/20/06
TRUMP TAJ MAHAL, ASSOC. d /b/a TRUMP TAJ MAHAL HOTEL & CASINO		DATE

AGREEMENT

Between

TROPICANA

And

INTERNATIONAL UNION OF OPERATING ENGINEERS
LOCAL 68

AGREEMENT made and entered into , by and between TROPICANA, Iowa Avenue and Boardwalk, Atlantic City, New Jersey, hereinafter referred to as “Employer,” “Casino,” or “Hotel,” and INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68-68A-68B, AFL-CIO, 11 Fairfield Place, West Caldwell, New Jersey, hereinafter referred to as the “Union.”

W I T N E S S E T H

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

ARTICLE I - RECOGNITION

1. Employer recognizes the Union as the sole and exclusive collective bargaining representative of the following employees employed by the Employer in Atlantic City, New Jersey.

(a) Stationary Engineers ( i.e., those employees responsible for successful operation and ordinary maintenance of steam boilers, irrespective of pressure; steam, or gas or electrical engines; refrigeration and air conditioning equipment; and auxiliary power plants ).

(b) Maintenance Mechanics ( i.e., those employees responsible for the general repair and maintenance of the Hotel facilities and appurtenances ).

(c) C Mechanics ( i.e., those employees responsible for general policing, cleaning and maintenance of gardens and interior plants; external grounds, walks, drives, streets contiguous to the properties, garages, rooftops, and thoroughfares; operates hand tools and equipment to accomplish same; performs casual labor, including, but not limited to, changing filters and light bulbs and delivering supplies and materials; driving vehicles and removing snow, utilizing other than ride-on equipment, and other duties not requiring the special training and experience of a skilled journeyman ).

2. It is further understood and agreed that reconstruction, maintenance, renovation, alteration and/or rehabilitation of the Hotel and its facilities and appurtenances are covered by this Agreement, when the Employer considers it feasible. The Hotel expressly reserves the right to have such work performed in such manner and by such employees, as may be furnished by a subcontractor who customarily engages in such types of work, and who has or will become signatory to an Agreement with the respective trade that will be performing said work.

3. It is understood that general maintenance work will include occasional routine electrical and work of other crafts within the Maintenance Department which is not a full-time nature.

4. The parties recognize that the State of New Jersey Casino Control Act (Act), provides that Unions seeking to represent employees licensed under the Act are required to register with the Casino Control Commission. It is understood and agreed that, unless exempted from the registration requirements, the Union will, as a condition of this Agreement, so register. Should the Union fail for any reason to obtain an exemption from registration or to obtain timely and valid registration or should such registration, once obtained, be suspended or cancelled, the Employer’s recognition of the Union and its obligation to bargain with the Union and to observe the provisions of Article 1, Paragraph 1 hereof, or to deal with the Union under Article XIV hereof, shall terminate; provided, however, that upon obtaining an exemption from registration or upon registration as required under the Act within the term of this Agreement and the provisions thereof so terminated shall be reinstated.

ARTICLE II - EMPLOYMENT AND UNION SECURITY

1. It shall be a condition of employment that all employees covered by this Agreement who are members of the Union in good standing on the effective date of this Agreement, shall remain members in good standing, and those who are not members on the effective date of this Agreement shall, on or after the 90th day following the effective date hereof, become members in good standing in the Union. In the event that any employee fails to comply with the requirements of this section to the extent of tendering customary dues and initiation fees, Employer shall summarily discharge that employee upon receipt of written demand therefor from the Union. The ninety (90) day period during which new employees are not obligated to become members of the Union shall be designated as a trial or probationary period for the benefit of the Employer, during which period Employer has the right to discharge said employee without cause, and said probationary employees shall not be covered by this Agreement nor derive any benefits thereof.

2. Whenever additional employees are required, Employer shall notify the Union, and the Union shall assist Employer in obtaining qualified and competent employees,

reserving to itself the right of first referral for potential employees, provided, however, nothing herein contained shall preclude Employer from employing workers on the open market. Whenever an employee is hired or rehired, Employer shall within thirty (30) days notify the Union in writing of the name and address of said employee.

ARTICLE III - MANAGEMENT RIGHTS

classifications, subject to the seniority provisions herein contained. The Employer shall have the right to make and enforce reasonable rules for the conduct and appearance of employees not inconsistent with the provisions of this Agreement.

2. It is understood that all Management rights held prior to the execution of this Agreement, other than those specifically surrendered by this Agreement, continue to be retained by the Employer.

ARTICLE IV - CONTROL AND DISCHARGE

1 . The Employer shall have the sole right to direct and control his employees. Employer reserves the right, which right is hereby recognized by the Union, to hire, retain, promote, demote, transfer, lay off, suspend, discharge or rehire according to the requirements of the business and according to skill and efficiency, giving due consideration to seniority. Employer shall have the unquestioned right to suspend or discharge employee for actions such as, but not limited to, dishonesty, willful misconduct, incompetence, drinking or drunkenness on the job, insubordination, other good cause, or participation in a proven, deliberate slowdown, work stoppage, or strike or violation of this Agreement; provided, however, the Union does not waive its right to grieve and arbitrate, nor is this section intended to affect the Employer’s burden of proving just cause when, in its opinion, there has been a flagrant miscarriage of justice.

2. It is further understood and agreed that, as a condition of employment, Union members employed in the Employer’s Casino Hotel must be licensed under the Act. If a Union member fails to obtain such a license or loses such a license for any reason, he shall be released from employment, and such release shall not be subject to the grievance procedure of this Agreement nor shall any other action against the Employer, provided, however, that should the Union Member’s license subsequently be issued or reinstated, he will be eligible for re-employment if a vacancy exists in his job classification.

ARTICLE V - SENIORITY

1. For purposes of this Agreement, seniority shall be defined as length of continuous service from the employee’s last employment date.

3. Seniority shall be broken by any of the following events:

(a) Voluntary quit;

(b) Discharge for cause;

(c) Failure because of layoff or any other reason to perform any work for the Employer for six (6) months ( one (1) year for illness ) to a period equal to the affected employee’s seniority at the time he last ceased active work for the Employer, whichever period is shorter.

(e) Failure to report for work upon expiration of a leave of absence.

(f) Absence from work without notice to the Employer for two (2) consecutive work days.

ARTICLE VI - NO DISCRIMINATION

ARTICLE VII - VACATIONS

1. All employees covered by this Agreement at the conclusion of their first anniversary year of employment shall be entitled to one (1) week of vacation, with pay.

2. All employees covered by this Agreement who shall have been regularly employed for two (2) years, but less than eight (8) years, shall receive two (2) weeks vacation, with pay.

3. All employees covered by this Agreement who shall have been regularly employed for more than eight (8) years, but less than ten (10) years, shall receive three (3) weeks vacation, with pay.

5. Vacations shall be taken at the convenience of the Employer, but seniority shall be recognized in scheduling the same.

7. Vacation time cannot be accumulated from year to year, but must be taken within the current calendar year.

ARTICLE VIII - HOLIDAYS

1. All employees covered by this Agreement shall be granted a holiday with pay on the following days:

New Year’s Day		January 1st

Memorial Day		Last Monday in May

Independence Day		July 4th

Labor Day		1st Monday in September

Veteran’s Day		November 11th

Thanksgiving Day		4th Thursday in November

Christmas Day		December 25th

*Two Personal Days		To be taken during employee’s anniversary year

*At least one (1) week’s notice for personal holidays is required with Employer reserving the right of refusal when business conditions dictate.

2. When an Employee’s normal work shift includes a holiday and he will not be required to work on the Holiday, the Employer shall notify him at least seven (7) days before the holiday.

ARTICLE IX - HOURS OF WORK OVERTIME

1 . The regular work week shall consist of five (5) consecutive days and the regular work day shall consist of eight (8) consecutive hours.

3. If an employee is scheduled to work for any eight (8) hour shift, employee shall receive one-half (1/2) hour break, as near the middle of the shift as is possible, on Employer’s time.

4. Overtime and holiday time shall be paid for and shall not be compensated for by giving employee time off.

ARTICLE X - WAGES

1. All employees working in any of the classifications in the schedule annexed hereto shall be paid each week for services performed.

2. Attached hereto and marked “Schedule A” and made part of this Agreement are the wage scales applicable to the employees. The wage scale set forth in said schedule is a minimum wage rate only.

3. Whenever an employee shall be called out in an emergency, he shall be paid for no less than four (4) hours regardless of the number of hours actually worked by him.

ARTICLE XI - VISITATION

ARTICLE XII - BENEFITS

1. Welfare Fund: The Employer agrees to make contributions to the Union Welfare Fund as per “Schedule A” annexed hereto. All contributions are for all straight time hours paid, not to exceed 2,080 hours per year, for every employee covered hereby, retroactive to the first (1st) day worked on behalf of employees who have completed their probationary period.

2. Pension Fund: The Employer agrees to make contributions to the Union Pension Fund as per “Schedule A” annexed hereto. All contributions are for all straight time hours

paid, not to exceed 2,080 hours per year, for every employee covered hereby, retroactive to the first (1st) day worked on behalf of employees who have completed their probationary period.

3. Apprentice Training Fund: The Employer agrees to contribute ten cents ($.10) per hour for all straight time hours paid, not to exceed 2,080 hours per year, for each employee covered hereby, retroactive to the first (lst) day worked on behalf of employees who have completed their probationary period.

4. Such contributions shall be made for all hours which an employee gets paid, thus including payment for holidays and paid vacations.

5. Annuity Fund: The Employer agrees to make contributions to the Union Annuity Fund as per “Schedule A” annexed hereto. The Employer agrees to contribute twenty-five cents ($.25) per hour, per employee, for each hour worked by employees covered herein, to the Union Annuity Fund. The Employer agrees to contribute any other contribution specified in “Schedule A” annexed hereto, to the Annuity Fund on all hours worked or paid, including overtime hours, holiday and vacation.

ARTICLE XIII - NO STRIKES, NO LOCKOUTS

that it will not call, engage in, participate in, or sanction any strike, sympathy strike, work stoppage, picketing, sit-down, sit-in, boycott, refusal to handle merchandise, or other interference with the conduct of the Employer’s business for any reason whatsoever, including the dealing by Employer with non-union suppliers or deliverymen; nor will Union interfere with any guest or tenant at the Hotel engaged in selling or exhibiting non-union made merchandise or in so doing employing non-union help. Employer agrees that it shall not lockout its employees or any part of them covered by this Agreement. Any such action shall be a violation of this Agreement.

ARTICLE XIV - GRIEVANCES AND ARBITRATION

2. The following procedure shall be followed exclusively in the settlement of all grievances arising under this Agreement.

Step 1. The first step of the grievance procedure shall be between the employee and/or the shop steward and the employee’s supervisor. If the employee is dissatisfied with the action taken by the supervisor on his grievance, the employee shall reduce the grievance to writing and present the written grievance to his supervisor within two (2) working days of the supervisor’s verbal response.

Step 2 . If the grievance is not resolved in Step 1, then the shop steward shall forward the written grievance to the department head within three (3) working days of the response of the supervisor.

Step 3. In the event that the grievance is not adjusted satisfactorily after the timely presentation of the written grievance to the department head, then a meeting

between the Union Business Agent and a designated representative of the Hotel shall be arranged.

It is understood that the parties, by mutual agreement, may extend the time periods for processing grievances.

In the event that the Employer is the aggrieved party, the Employer may begin the processing of the grievance at Step 3.

Grievances shall not be processed by shop stewards or Union officials during working hours, unless mutually agreed to between the Union and the Company.

ARTICLE XV - APPRENTICESHIP AND TRAINING PROGRAM

employ at least two (2) apprentice engineers. There is no obligation to employ an apprentice at the end of the apprenticeship period.

2. Apprentice engineers will be compensated at the following rates during the period of training:

1st 6 months		60% of Mechanic “A” rate
2nd 6 months		65% of Mechanic “A” rate
3rd 6 months		70% of Mechanic “A” rate
4th 6 months		75% of Mechanic “A” rate
5th 6 months		80% of Mechanic “A” rate
6th 6 months		85% of Mechanic “A” rate
7th 6 months		90% of Mechanic “A” rate
8th 6 months		95% of Mechanic “A” rate

NOTE: Apprentice engineer compensation percent will be computed on the current rate for Mechanic “A.”

ARTICLE XVI - SAFETY

1. The Union and the Employer agree that it is in the best interests of all members of the bargaining unit to maintain a safe and healthy work place and to observe all safety requirements.

2. Violations of established safety policies and procedures shall be grounds for disciplinary action up to and including discharge.

ARTICLE XVII - NEW JERSEY CASINO CONTROL ACT

ARTICLE XVIII - JURY DUTY

(a) Seventy-two (72) hours of notice of such case.

(b) Copy of court order to “appear.”

2. It is understood that employees will be expected to report to work if excused from Jury Duty during normal work hours which reasonably coincide with scheduled work time.

ARTICLE XIX - FUNERAL LEAVE

ARTICLE XX - SHOP STEWARDS

1. The Business Manager shall appoint a shop steward for each shift from among the bargaining unit employees, and the Employer agrees to recognize those individuals as such.

not reasonably interfere with the performance of his work duties and shall not interfere with the operations of the Employer.

4. An employee may request that a shop steward be present at any meeting where the employee is the subject of a disciplinary investigation.

ARTICLE XXI - GENERAL CONDITIONS

1. The Employer shall furnish shirt and trousers (and/or coveralls) and launder same at no cost to the employee. All clothing furnished by the Employer shall be returned on termination.

2. Notwithstanding anything in the Contract to the contrary, all paid non-working time including, but not limited to, meal periods, rest and coffee break periods, wash-up and changing times, granted during an eight (8) hour shift shall be limited to a total of one (1) hour, which will be handled by 1) a fifteen (15) minute coffee break midway during an employee’s first four (4) hours on the job; 2) a thirty (30) minute meal period at the middle of the employee’s shift; and 3) either, at the Employer’s designation, a fifteen (15) minute break added to the thirty (30) minute meal period or a fifteen (15) minute break at the end of the employee’s shift. Each Employer will notify the Union in writing and include the following waiver: “The Employer agrees to waive the Most Favored Employer Clause with respect to the break issue.”

3. The Employer may establish bi-weekly payroll, if all other employees of property have agreed.

5. Trades employees may be assigned to work at other properties owned and operated by their parent company if parent company owns or operates more than one property in Atlantic City. Employees shall be first offered the opportunity to take such assignment in accordance with their shop seniority, by shift. If an insufficient number of employees accept the offered assignment, employees shall be assigned in inverse order of shop seniority. In either case, the employee so selected must have the requisite skill and ability to perform the assigned work. Employees so assigned shall be paid at the rate of time and one-half (1 1/2) their base hourly rate for all hours worked on such assignment.

6. An employee shall be entitled to receive one (1) hot meal during the course of an eight (8) hour shift, as near to the middle of the shift as possible. If an employee is required to work overtime for two (2) hours or more beyond his regular shift, or is called out in an emergency and works for four (4) hours or more, he shall be entitled to a meal.

7. Company clothing may be exchanged on company time.

8. When pay day falls on a holiday specified in the Contract, employees shall be paid on the day before.

9. Possession of an appropriate trade license shall not be a prerequisite to a promotion to lead person for plumber, electrician and exterminator.

ARTICLE XXII - MOST FAVORED EMPLOYER

Recognizing the competitive nature of the casino-hotel industry and the desirability of maintaining a balance among the hotels in Atlantic City, the Union agrees that if it enters into any contract with another employer operating a casino-hotel or contractor on behalf of a casino-hotel in Atlantic City containing terms as to wages, hours, conditions or operating conditions of this Agreement more favorable to said other Employer than the terms of this Contract, then, at the Employer’s option, said terms shall be incorporated into this Agreement and become supplementary thereto. The Union agrees that upon demand of the Employer, it shall exhibit to the Employer, or its authorized representative, any agreement entered into with another casino-hotel in Atlantic City, New Jersey. A failure

on the part of the Employer to insist upon the application of this section, whether said failure is intentional or a result of an oversight, shall not constitute a waiver of the Employer’s right to demand enforcement of this provision on other occasions. Nothing herein contained shall be interpreted to render this provision applicable to a hotel or motel which does not own or operate a casino in Atlantic City.

ARTICLE XXIII - SAVINGS CLAUSE

If any clause of this Agreement or portion thereof is found to be illegal or invalid, the remainder of the clause or provision shall remain uneffected, and all other provisions of the contract shall remain in full force and effect.

ARTICLE XXIV - TERM OF CONTRACT

1. This Agreement shall become effective May 1, 2001, and shall continue in full force and effect until midnight, April 30, 2006, and from year to year thereafter unless either party gives written notice to the other at least sixty (60) days prior to any expiration date as to its desire to modify or terminate this Agreement.

2. The Union anticipates negotiating new or amended contracts with other casino hotels and/or the Casino Hotel Association upon the expiration of the current contracts. The Employer shall have the right to exercise the option of adopting the first such contract as its own, provided such option is exercised at least sixty (60) days prior to April 30, 2006. If such option is exercised, the instant Contract shall remain in effect until such time as the new contract (with its appropriate retroactivity) becomes applicable. Such option shall similarly be applicable at the expiration of such successive contract between the parties hereto. Any such contract shall contain the present Article XXII, “Most Favored Employer.”

IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written, in Atlantic County, State of New Jersey.

TROPICANA		INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68-68A-68B, AFL-CIO


/s/ [ILLEGIBLE]		/s/ Vincent J. Giblin
		VINCENT J. GIBLIN
		Business Manager

/s/ [ILLEGIBLE]		/s/ Thomas P. Giblin
		THOMAS P. GIBLIN
		President

		/s/ Stephen Mc Guire
		STEPHEN MC GUIRE
		Recording Secretary

		/s/ Dennis J. Giblin
		DENNIS J. GIBLIN
		Business Representative

SCHEDULE “A” - TROPICANA

A. HOURLY WAGE RATES

CLASSIFICATION	5/1/01		5/1/02		5/1/03		5/1/04		5/1/05

Maint. Mech. Lead	$	21.87	$	22.82	$	23.72	$	24.67	$	25.62

Stationary Engineer	$	20.69	$	21.64	$	22.54	$	23.49	$	24.44

Maint. Mechanic “A”	$	20.30	$	21.25	$	22.15	$	23.10	$	24.05

Maint. Mechanic “B”	$	19.13	$	20.08	$	20.98	$	21.93	$	22.88

Maint. Mechanic “C”	$	16.10	$	17.05	$	17.95	$	18.90	$	19.85

RATE WITH $.55 ADDED (Plus $.50 Pension)

CLASSIFICATION	5/1/01		5/1/02	5/1/03	5/1/04	5/1/05

Maint. Mech. Lead	$	22.92

Stationary Engineer	$	21.74

Maint. Mechanic “A”	$	21.35

Maint. Mechanic “B”	$	20.18

Maint. Mechanic “C”	$	17.15

OVERTIME RATE (WITH $.55 INCLUDED) (Plus $.50 Pension)

CLASSIFICATION	5/1/01		5/1/02	5/1/03	5/1/04	5/1/05

Maint. Mech. Lead	$	34.38

Stationary Engineer	$	32.61

Maint. Mechanic “A”	$	32.03

Maint. Mechanic “B”	$	30.27

Maint. Mechanic “C”	$	25.73

B. BENEFITS

BENEFIT	5/1/01		5/1/02		5/1/03		5/1/04		5/1/05

Welfare Fund	$	3.95	$	4.05	$	4.25	$	4.45	$	4.65

Pension Fund	$	2.10

Apprentice Training Fund	$	.10

Annuity Fund

On Hours Worked:	$	.25
On Hours Worked and Paid (Including OT, Holiday and Vacation):	$	3.10

SETTLEMENT AGREEMENT

IUOE LOCAL 68

And

BALLY’S PARK PLACE, CAESARS, ATLANTIC CITY HILTON & CLARIDGE

Case No. 18 300 14110 1

On this seventh day of February 2002, the Parties hereby agree to settle the above referenced matter in accordance with the following terms:

1. Employees will not be required to use their vacation entitlement for any FMLA approved leave of 5 working days or less.

2. Employees may request to use vacation entitlement for any such approved FMLA leave of 5 working days or less. The Employer reserves the right to approve/deny the use of the employee’s vacation entitlement except that the sole reason for denial cannot be because the employee is not eligible for a fourth (4 th ) week of vacation as set forth in the second sentence of Article VII, Section 4.

3. For any approved FMLA leave in excess of five (5) days, the Employer reserves the right to require the employee to take up to one-half (1/2) of his/her annual vacation entitlement.

4. This Agreement does not affect any non-FMLA approved absence or leave.

5. This Agreement shall not set precedent except to enforce its own terms and conditions.

I.U.O.E Local 68		Ballys Park Place

/s/ Dennis J. Giblin		/s/ Patricia Fineran
Dennis J. Giblin		Patricia Fineran

MEMORANDUM OF UNDERSTANDING

INTRODUCTION

MODIFICATIONS

A) Duration: Five (5) years, May 1, 2001 to April 30, 2006

B) Probationary Period: Increased to ninety (90) days. Language remains requiring contributions to funds from the first (1 st ) day worked after employee completes his/her probationary period.

MEMORANDUM OF UNDERSTANDING

E) Apprentices: Add “There is no obligation to employ an apprentice at the end of the apprenticeship period.” (Local 68 and Local 711)

F) Remove the 180-day language negotiated in 1996, but retain the introductory language beginning with the words, “This contract does not recognize...”

G) Multi-Location Employer: Add language: “Trades employees may be assigned to work at other properties owned and operated by their parent company if parent company owns or operates more than one property in Atlantic City. Employees shall be first offered the opportunity to take such assignment in accordance with their shop seniority, by shift. If an insufficient number of employees accept the offered assignment, employees shall be assigned in inverse order of shop seniority. In either case, the employee so selected must have the requisite skill and ability to perform the assigned work. Employees so assigned shall be paid at the rate of time and one-half (1 1 / 2 ) their base hourly rate for all hours worked on such assignment.”

I) Trump Marina and Local 623: Slot moves will be handled in the same manner as Trump Plaza.

J) Economics: The Group and the Unions agree that the total package for the five (5) years shall be five dollars forty-five cents ($5.45) per hour distributed as follows:

1 st year	2 nd year	3 rd year	4 th year	5 th year

1.00	1.05	1.10	1.15	1.15

MEMORANDUM OF UNDERSTANDING

EXECUTED THIS 6th DAY OF APRIL 2001, SUBJECT TO RATIFICATION BY THE RANK AND FILE MEMBERSHIP OF THE UNIONS.

LOCAL 623, UNITED BROTHERHOOD OF CARPENTERS	ATLANTIC CITY HILTON CASINO RESORT
AND JOINERS OF AMERICA
	/s/ [ILLEGIBLE]	4/6/01
/s/ [ILLEGIBLE]
	CAESARS ATLANTIC CITY
PAINTERS DISTRICT COUNCIL 711, INTERNATIONAL
UNION OF PAINTERS AND ALLIED TRADES	/s/ [ILLEGIBLE]	4/6/01

/s/ [ILLEGIBLE]
	BALLY’S PARK PLACE CASINO RESORT
LOCAL 68, 68A, 68B, 68C, INTERNATIONAL UNION OF
OPERATING ENGINEERS	/s/ [ILLEGIBLE]	4/6/01

/s/ [ILLEGIBLE]	TROPICANA CASINO & ENTERTAINMENT RESORT

	/s/ [ILLEGIBLE]	4/6/01

	TRUMP’S MARINA CASINO RESORT

	/s/ [ILLEGIBLE]	4/6/01

	TRUMP PLAZA HOTEL AND CASINO

	/s/ [ILLEGIBLE]	4/6/01

	TRUMP TAJ MAHAL CASINO RESORT

	/s/ [ILLEGIBLE]	4/6/01

EXHIBIT 10.17

COLLECTIVE BARGAINING AGREEMENT

BETWEEN

INTERNATIONAL UNION OF OPERATING
ENGINEERS

LOCAL 68-68A-68B, AFL-CIO

AND

TROPICANA CASINO AND RESORT

Site: Atlantic City, NJ

MAY 1, 2006 — APRIL 30, 2011

AGREEMENT made and entered into , by and between TROPICANA CASINO AND RESORT , Iowa Avenue and Boardwalk, Atlantic City, New Jersey, hereinafter referred to as “Employer,” “Casino,” or “Hotel,” and INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68-68A-68B, AFL-CIO, 11 Fairfield Place, West Caldwell, New Jersey, hereinafter referred to as the “Union.”

WITNESSETH

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows :

ARTICLE I — RECOGNITION

1. Employer recognizes the Union as the sole and exclusive collective bargaining representative of the following employees employed by the Employer in Atlantic City, New Jersey.

(a) Stationary Engineers ( ie., those employees responsible for successful operation and ordinary maintenance of steam boilers, irrespective of pressure, steam, or gas

or electrical engines; refrigeration and air conditioning equipment; and auxiliary power plants).

(b) Maintenance Mechanics ( ie., those employees responsible for the general repair and maintenance of the Hotel facilities and appurtenances ).

(c) C Mechanics ( ie., those employees responsible for general policing, cleaning and maintenance of gardens and interior plants; external grounds, walks, drives, streets contiguous to the properties, garages, rooftops, and thoroughfares; operates hand tools and equipment to accomplish same; performs casual labor, including, but not limited to, changing filters and light bulbs and delivering supplies and materials; driving vehicles and removing snow, utilizing other than ride-on equipment, and other duties not requiring the special training and experience of a skilled journeyman ).

(c) The Tropicana agrees that after an initial start up period to offer its tenants major repair and maintenance of the electrical, steam, gas, water, sewer, HVAC and alarm systems (collectively Base Systems) to the extent (l) such type of work is performed by bargaining unit employees at its property consistent with Section 2(a) and (2) it is the Employer’s judgment that such work is critical to maintain the operations of the Base Systems of the Tropicana and that is in the business interest of the Tropicana under the following conditions:

The Union’s business agent may approach Tropicana’s tenants who had declined an interest in general, for any of the above services, and with pre-approval of Tropicana, to discuss the potential with the tenant of offering Tropicana’s services as described above with the understanding that (l) the Union can not be coercive or disruptive in any manner, (2) the decision to utilize the services is the tenant’s to make, and (3) the ultimate commercial transaction is in the discretion of the Tropicana.

3. It is understood that general maintenance work will include occasional routine electrical and work of other crafts within the Maintenance Department which is not a full-time nature.

ARTICLE II — EMPLOYMENT AND UNION SECURITY

1. It shall be a condition of employment that all employees covered by this Agreement who are members of the Union in good standing on the effective date of this

4. The Union will defend, indemnify, and save harmless the Employer against and from any and all claims, demands, liabilities and disputes arising out of or by reason of

action taken or not taken by the Employer for the purpose of complying with Section 3 of this Article.

ARTICLE III — MANAGEMENT RIGHTS

2. It is understood that all Management rights held prior to the execution of this Agreement, other than those specifically surrendered by this Agreement, continue to be retained by the Employer.

ARTICLE IV — CONTROL AND DISCHARGE

ARTICLE V — SENIORITY

1. For purposes of this Agreement, seniority shall be defined as length of continuous service from the employee’s last employment date.

3. Seniority shall be broken by any of the following events:

(a) Voluntary quit;

(b) Discharge for cause;

(c) Failure because of layoff or any other reason to perform any work for the Employer for six (6) months (one (1) year for worker’s compensation) to a period equal to the affected employee’s seniority at the time he last ceased active work for the Employer, whichever period is shorter, unless required to be longer, as an accommodation under state or federal law which extension or lack thereof, is not subject to the grievance and arbitration procedure. FMLA and NJFLA leave runs concurrently with leaves under this Agreement to the extent applicable.

(e) Failure to report for work upon expiration of a leave of absence.

(f) Absence from work without notice to the Employer for two (2) consecutive work days.

ARTICLE VI — NO DISCRIMINATION

ARTICLE VII — VACATIONS

1. All employees covered by this Agreement at the conclusion of their first anniversary year of employment shall be entitled to one (l) week of vacation, with pay.

2. All employees covered by this Agreement who shall have been regularly employed for two (2) years, but less than eight (8) years, shall receive two (2) weeks vacation, with pay.

3. All employees covered by this Agreement who shall have been regularly employed for more than eight (8) years, but less than ten (10) years, shall receive three (3) weeks vacation, with pay.

5. Vacations shall be taken at the convenience of the Employer, but seniority shall be recognized in scheduling the same.

6. All employees who have completed more than one (l) year of employment whose employment is terminated for reasons other than cause, shall be entitled to a proration of earned vacation for the year in which the termination or retirement of said employee occurs.

7. Vacation time cannot be accumulated from year to year, but must be taken within the current calendar year.

8. Employees vacations shall be reduced on a pro-rated basis for any leave of absence consistent with the Employer’s leave policies for its unrepresented employees. Employees must use up to half of their vacation entitlement while on FMLA and NJFLA leave, as long as at least the same is required for the Employer’s unrepresented employees.

ARTICLE VIII — HOLIDAYS

1. All employees covered by this Agreement shall be granted a holiday with pay on the following days:

	New Year’s Day	January 1st

	Memorial Day	Last Monday in May

	Independence Day	July 4th

	Labor Day	1st Monday in September

	Veteran’s Day	November 11th

	Thanksgiving Day	4th Thursday in November

	Christmas Day	December 25th

	*Two Personal Days	To be taken during employee’s anniversary year

*	At least one (l) week’s notice for personal holidays is required with Employer reserving the right of refusal when business conditions dictate.

2. When an Employee’s normal work shift includes a holiday and he will not be required to work on the Holiday, the Employer shall notify him at least seven (7) days before the holiday.

3. Holiday pay shall consist of eight (8) hours of straight-time pay. Employees who are required to work on a holiday shall be paid time and one-half (l 1/2) for work performed on said holiday in addition to the holiday pay.

ARTICLE IX — HOURS OF WORK OVERTIME

1. The regular work week shall consist of five (5) consecutive days and the regular work day shall consist of eight (8) consecutive hours.

2. Time and one-half (l 1/2) shall be paid for all time worked in excess of eight (8) hours in any one day or in excess of forty (40) hours in any one week. There will be no pyramiding of daily or weekly overtime or premium pay under any of the terms of this Agreement.

3. If an employee is scheduled to work for any eight (8) hour shift, employee shall receive one-half (1/2) hour break, as near the middle of the shift as is possible, on Employer’s time.

4. Overtime and holiday time shall be paid for and shall not be compensated for by giving employee time off.

5. Four Ten Hour Shifts — Under this provision, the Employer shall have the right to establish four (4), ten (10) hour shifts. Overtime shall be paid for all hours worked beyond ten (10) in any one day or forty (40) in one week at one and one-half (l 1/2) times the basic hourly wage rate.

ARTICLE X — WAGES

1. All employees working in any of the classifications in the schedule annexed hereto shall be paid each week for services performed.

2. Attached hereto and marked “Schedule A” and made part of this Agreement are the wage scales applicable to the employees. The wage scale set forth in said schedule is a minimum wage rate only.

3. Whenever an employee shall be called out in an emergency, he shall be paid for no less than four (4) hours regardless of the number of hours actually worked by him.

ARTICLE XI — VISITATION

ARTICLE XII — BENEFITS

4. Such contributions shall be made for all hours which an employee gets paid, thus including payment for holidays and paid vacations.

mail, of the delinquent fair share fees, initiation fees, dues or contributions after the above time period has passed.

ARTICLE XIII — NO STRIKES, NO LOCKOUTS

Both the Union and the Employer recognize the service nature of the Hotel business and the duty of the Employer to render continuous and hospitable service to the public in the way of lodging, food and other necessary accommodations. Therefore, the Union agrees that it will not call, engage in, participate in, or sanction any strike, sympathy strike, work stoppage, picketing, sit-down, sit-in, boycott, refusal to handle merchandise, or other interference with the conduct of the Employer’s business for any reason whatsoever, including the dealing by Employer with non-union suppliers or deliverymen; nor will Union interfere with any guest or tenant at the Hotel engaged in selling or exhibiting non-union made merchandise or in so doing employing non-union help. Employer agrees that it shall not lockout its employees or any part of them covered by this Agreement. Any such action shall be a violation of this Agreement.

ARTICLE XIV — GRIEVANCES AND ARBITRATION

2. The following procedure shall be followed exclusively in the settlement of all grievances arising under this Agreement.

reduce the grievance to writing and present the written grievance to his supervisor within two (2) working days of the supervisor’s verbal response.

Step 2. If the grievance is not resolved in Step 1, then the shop steward shall forward the written grievance to the department head within three (3) working days of the response of the supervisor.

It is understood that the parties, by mutual agreement, may extend the time periods for processing grievances.

In the event that the Employer is the aggrieved party, the Employer may begin the processing of the grievance at Step 3.

Grievances shall not be processed by shop stewards or Union officials during working hours, unless mutually agreed to between the Union and the Company.

ARTICLE XV — APPRENTICESHIP AND TRAINING PROGRAM

2. Apprentice engineers will be compensated at the following rates during the period of training :

1st 6 months		60% of Mechanic “A” rate

2nd 6 months		65% of Mechanic “A” rate

3rd 6 months		70% of Mechanic “A” rate

4th 6 months		75% of Mechanic “A” rate

5th 6 months		80% of Mechanic “A” rate

6th 6 months		85% of Mechanic “A” rate

7th 6 months		90% of Mechanic “A” rate

8th 6 months		95% of Mechanic “A” rate

NOTE: Apprentice engineer compensation percent will be computed on the current rate for Mechanic “A.”

ARTICLE XVI — SAFETY

1. The Union and the Employer agree that it is in the best interests of all members of the bargaining unit to maintain a safe and healthy work place and to observe all safety requirements.

2. Violations of established safety policies and procedures shall be grounds for disciplinary action up to and including discharge.

ARTICLE XVII — NEW JERSEY CASINO CONTROL ACT

ARTICLE XVIII — JURY DUTY

(a) Seventy two (72) hours of notice of such case.

(b) Copy of court order to “appear.”

2. It is understood that employees will be expected to report to work if excused from Jury Duty during normal work hours which reasonably coincide with scheduled work time.

ARTICLE XIX — FUNERAL LEAVE

ARTICLE XX — SHOP STEWARDS

1. The Business Manager shall appoint a shop steward for each shift from among the bargaining unit employees, and the Employer agrees to recognize those individuals as such.

4. An employee may request that a shop steward be present at any meeting where the employee is the subject of a disciplinary investigation.

ARTICLE XXI — GENERAL CONDITIONS

1. The Employer shall furnish shirt and trousers (and/or coveralls) and launder same at no cost to the employee. All clothing furnished by the Employer shall be returned on termination.

2. Notwithstanding anything in the Contract to the contrary, all paid non working time including, but not limited to, meal periods, rest and coffee break periods, wash up and changing times, granted during an eight (8) hour shift shall be limited to a total of one (1) hour, which will be handled by 1) a fifteen (15) minute coffee break midway during an employee’s first four (4) hours on the job; 2) a thirty (30) minute meal period at the middle of the employee’s shift; and 3) either, at the Employer’s designation, a fifteen (15) minute break added to the thirty (30) minute meal period or a fifteen (15) minute break at the end of the employee’s shift. Each Employer will notify the Union in writing and include the following waiver: “The Employer agrees to waive the Most Favored Employer Clause with respect to the break issue.”

3. The Employer may establish bi-weekly payroll, if all other employees of property have agreed.

5. Trades employees may be assigned to work at other properties owned and operated by their parent company if parent company owns or operates more than one property in Atlantic City. Employees shall be first offered the opportunity to take such assignment in accordance with their shop seniority, by shift. If an insufficient number of employees accept the offered assignment, employees shall be assigned in inverse order of shop seniority. In either case, the employee so selected must have the requisite skill and ability to perform the assigned work. Employees so assigned shall be paid at the rate of time and one-half (1 1/2) their base hourly rate for all hours worked on such assignment.

7. Company clothing may be exchanged on company time.

8. When pay day falls on a holiday specified in the Contract, employees shall be paid on the day before.

9. Possession of an appropriate trade license shall not be a prerequisite to a promotion to lead person for plumber and electrician.

ARTICLE XXII — MOST FAVORED EMPLOYER

ARTICLE XXIII — SAVINGS CLAUSE

ARTICLE XXIV — TERM OF CONTRACT

similarly be applicable at the expiration of such successive contract between the parties hereto. Any such contract shall contain the present Article XXII, “Most Favored Employer.”

IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written, in Atlantic County, State of New Jersey.

TROPICANA CASINO AND RESORT		INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68-68A-68B, AFL-CIO

/s/ Illegible		/s/ Illegible
Vice President		THOMAS P. GIBLIN
In The Absence Of The President		Business Manager

		/s/ Illegible
		DENNIS J. GIBLIN
		President

		/s/ Illegible
		MICHAEL V. GANN
		Recording Secretary

		/s/ Illegible
		EDWARD BOYLAN
		Business Representative

Exhibit 10.18

THIS AGREEMENT made and entered into this day of , 2001, by and between TROPICANA CASINO & ENTERTAINMENT RESORT, Iowa Avenue and Boardwalk, Atlantic City, NJ (hereinafter referred to as the “Employer”), and the INTERNATIONAL UNION OF OPERATING ENGINEERS, Local 68-68A-68B, affiliated with the AFL-CIO, 11 Fairfield Place, West Caldwell, New Jersey and INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, AND MOTION PICTURE MACHINE OPERATORS OF THE UNITED STATES OF AMERICA, LOCAL 917 (hereinafter referred to jointly as the “Union”).

W I T N E S S E T H

WHEREAS, the parties hereto desire to cooperate to stabilize labor relations by establishing general standard of wages, hours, and other conditions of employment, and to ensure the peaceful, speedy, and orderly adjustment of differences that may arise from time to time between the Employer and its employees, without resort to strikes, lockouts, boycotts, slowdowns or other economic interferences with the smooth operation of the hotel/casino business of the Employer.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties agree as follows:

ARTICLE I - RECOGNITION

1. The Employer recognizes the Union as the sole and exclusive collective bargaining representative for the classifications listed below employed by the Employer at its Atlantic City, New Jersey facility.

(a) Technician and Wardrobe Leader (those employees designated as Leaders shall be working employees who, in addition to their regular duties, shall be responsible for directing assigned employees so that the work involved is performed at the time, place and in the manner prescribed by the Employer).

(b) Stage and Lounge Technicians (those employees responsible for the successful operation, equipment movement and ordinary maintenance of all theatrical sound, light, and stage equipment utilized in the showroom and lounges).

(c) Stage Helpers (those employees who work with or under the direction of an employee designated more experienced or highly trained stage technician in connection with the staging of showroom entertainment functions).

(d) Wardrobe Attendants, Hairdressers and Make-Up Specialists (those employees engaged exclusively in the preparation and maintenance of costumes, equipment movement, and special grooming of showroom entertainers).

2. Job classifications expressly excluded from the Agreement are Clerical Employees, Professional Employees, Guards, Watchmen and Supervisory Employees, as defined in the National Labor Relations Act.

3. It is further understood and agreed that the Employer shall have the unrestricted right to contract out warranty work, service contract work, and any other work that cannot be performed by the house crew due to either lack of technical skill or knowledge, or lack of equipment or other facilities in the work area, or lack of available house manpower to perform the work in the time limits required.

The Employer shall also have the unrestricted right to subcontract as it has in the past. Before subcontracting kinds of work not previously subcontracted, the Employer shall notify the Union in advance and give the Union an opportunity to discuss such action, provided there are employees in the bargaining unit working at the time of the subcontracting who are qualified to perform the work.

If the Employer elects to contract out the production and/or staging of entertainment to be presented in the main showroom or lounges, it shall give the Union as much prior notice as possible. This commitment shall not be construed as applying to the fabrication or repair of props, scenery, drapes, costumes or accessories off the premises. In addition, this commitment shall not be construed as applying to the installation, alteration, fitting, or warranty work related to such outside contracts which are performed on the Employer’s premises, provided that such work does not result in the layoff or loss of work for active employees covered by this Agreement.

Nothing in this Article shall restrict the Employer’s right to enter into arrangements with other persons, firms, corporations or organizations to use the Employer’s showroom or lounges, or any other Employer facility or equipment for the purpose of presenting industrial and/or commercial shows.

4. The Employer recognizes that the following work shall be performed by employees in the bargaining unit represented by the Union, except as otherwise permitted by the collective bargaining agreement:

(a) The setting up of all sound, lighting and stage equipment utilized for special events in ballrooms and convention centers and for other special events;

(b) The setting up of all sound and lighting systems (including the installation of video cable) in connection with the broadcasting or taping of shows; and

5. Nothing herein shall preclude convention groups or their exhibitors from setting up and/or operating their own booths and equipment during a convention; or the Employer from using employees outside the bargaining unit to set up and/or operate equipment for in-house meetings or training sessions.

6. The parties recognize that the State of New Jersey Casino Control Act (“Act”) provides that Unions seeking to represent employees licensed under the Act are required to register with the Casino Control Commission. It is understood and agreed that, unless exempted from the registration requirements, the Union will as a condition of this Agreement, so register. Should the Union fail, for any reason, to obtain an exemption from registration or to obtain timely and valid registration, or should such registration, once obtained, be suspended or canceled, the Employer’s recognition of the Union and its obligation to bargain with the Union and to observe the provisions of Article I, Paragraph 1, hereof, or to deal with the Union under Article XV, hereof, shall terminate; provided, however, that upon obtaining an exemption from registration or upon registration as required under the Act within the term of this Agreement and the provisions so terminated shall be reinstated, if the Union represents a majority of the employees within the unit at said time.

ARTICLE II - EMPLOYMENT AND UNION SECURITY

1. It shall be a condition of employment that all employees covered by this Agreement who are members of the Union in good standing on the effective date of this Agreement shall remain members in good standing, and those who are not members on the effective date of this Agreement shall on or after the sixtieth (60th) day following the effective date hereof, or their hire date, whichever is later, become members in good standing. In the event any employee fails to comply with the requirements of this Section to the extent of tendering customary dues and initiation fees, the Employer shall summarily discharge that employee upon receipt of written demand therefore from the Union. The sixty (60) day period during which new employees are not obligated to become members of the Union shall be designated as a trial or probationary period for the benefit of the Employer, during which period the Employer has the right to discharge said employee with or without cause, and neither the probationary employee nor the Union shall have any recourse to the grievance and arbitration procedure set forth herein. Probationary employees shall not be covered by this Agreement nor derive any benefits thereof.

2. Whenever additional employees are required, the Employer shall notify the Union and the Union shall assist the Employer in obtaining qualified and competent employees, reserving to itself the right of first referral for potential employees; provided, however, nothing herein contained shall preclude the Employer from employing workers on the open market. Whenever an employee is hired or rehired, the Employer shall, within thirty (30) days, notify the Union in writing of the name and address of said employee.

3. The Union agrees to furnish the Employer with a memorandum showing the amount of dues payable as members of the Union by each of the employees covered by this Agreement. Likewise, the Union agrees to furnish the Employer with a memorandum showing the amount of initiation fees, if any, payable by each new member covered by this Agreement. Upon receipt of a signed authorization from the employee, the Employer agrees to deduct dues and initiation fees from the wages and salaries of the respective employees pursuant to the aforesaid memoranda. Such written authorization shall be irrevocable for successive one (1) year periods consistent with and coincident to the periods or dates of

succeeding collective bargaining agreements between the parties hereto. Notwithstanding the foregoing, if any employee notifies the Employer and Union in writing fifteen (15) days before the expiration of the time periods stated above of his wish to revoke its authority, the same shall be honored.

4. The Union will defend, indemnify, and save harmless the Employer against and from any and all claims, demands, liabilities, and disputes arising out of or by reason of action taken or not taken by the Employer for the purpose of complying with Section 3 of this Article.

ARTICLE III - MANAGEMENT RIGHTS

1. The Union recognizes that the management of the hotel/casino and direction of the workforce is vested exclusively in the Employer including, but not limited to, the right to schedule work; to assign work and working hours to employees; to establish quality and production standards and most efficient utilization of the employee’s services; to hire, to transfer, to discharge or relieve employees from duty because of lack of work; to install and utilize the most efficient equipment; and to create or eliminate any or all operations or job classifications, subject to the seniority provisions herein contained. The Employer shall have the right to make and enforce reasonable rules for the conduct of employees not inconsistent with the provisions of this Agreement.

2. It is understood that all management rights held prior to the execution of this Agreement, other than those specifically surrendered by this Agreement, continue to be retained by the Employer.

ARTICLE IV - CONTROL AND DISCHARGE

1. The Employer shall have the sole right to direct and control his employees. The Employer reserves the right, which right is hereby recognized by the Union, to hire, retain, promote, demote, transfer, lay off, suspend, discharge or rehire according to the requirements of the business and according to skill and efficiency, giving due consideration

to seniority. The Employer shall have the unquestioned right to suspend or discharge an employee for actions such as, but not limited to, dishonesty, willful misconduct, incompetence, drinking or drunkenness or other intoxication on the job, insubordination, or other just cause, or participation in a proven, deliberate slowdown, work stoppage, or strike in violation of this Agreement; provided, however, the Union does not waive its right to arbitrate, in cases of incompetence or insubordination.

2. It is further understood and agreed that, as a condition of employment, Union members employed in the Employer’s casino/hotel are required to be licensed under the Act. If a Union member fails to obtain such proper license or loses such a license for any reason, the employee shall be released from employment without pay, and such release shall not be subject to the grievance and arbitration procedure of this Agreement nor shall the employee initiate any other action against the Employer; provided, however, that should the Union member’s license subsequently be issued or reinstated, the employee will be eligible for re-employment if a vacancy exists in the employee’s job classification.

ARTICLE V - SENIORITY

1. For the purpose of this Agreement, seniority shall be defined as length of continuous service from the employee’s last employment date and hour with the Employer in the bargaining unit covered by this Agreement.

2. The seniority of employees who successfully complete the sixty (60) day probationary period set forth in Article II, Paragraph 1 above, - shall - date from the employee’s date of hire and hour in a bargaining unit job.

3. Seniority shall be broken by any of the following events:

(a) Voluntary quit;

(b) Discharge for cause;

(c) Failure because of layoff, or any other reason to perform any work for the Employer for six (6) months (one [1] year for illness), or a period equal to the affected employee’s seniority at the time he last ceased active work for the Employer, whichever period is shorter;

(d) Failure to report to work on the next scheduled work day after the Employer sends notice of recall from layoff by telegram to the employee’s last known address or failure to so report on the second scheduled work day after such notice is sent by registered or certified mail;

(e) Failure to report for work upon expiration of a leave of absence; or

(f) Absence from work without notice to the Employer for two (2) consecutive days.

4. Failure to report or failure to notify the Employer under Subsections (d), (e) or (f) shall not result in a break of seniority, if such failure is due to conditions beyond the employee’s control and shall not constitute a voluntary leaving of work without good cause.

ARTICLE VI - NO DISCRIMINATION

1. There shall be no discrimination against any employee because of Union membership or lawful Union activities or because of age, race, religion, color, national origin, ancestry, marital status, sex, liability for service in the U.S. Armed forces or as required by law.

2. The parties recognize and agree to comply with the Equal Employment Opportunity and Affirmative Action requirements of the New Jersey Casino Control Act, and the affirmative action program adopted by the Employer in compliance therewith.

3. In this Agreement, whenever the context so requires, the masculine gender shall include the feminine.

ARTICLE VII - VACATIONS

1. All employees covered by this Agreement, at the conclusion of their first anniversary year of employment shall be entitled to one (1) week of vacation, with pay.

2. All employees covered by this Agreement who shall have been regularly employed for two (2) years but less than eight (8) years shall receive two (2) weeks’ vacation, with pay.

3. All employees covered by this Agreement who shall have been regularly employed for more than eight (8) years but less than ten (10) years shall receive three (3) weeks’ vacation, with pay.

4. All employees covered by this Agreement who shall have been regularly employed for more than ten (10) years as of their first anniversary date after the effective date of this Agreement, shall receive four (4) weeks’ vacation, with pay. The fourth week may, with mutual consent, be taken on a per day basis, provided the employee gives the employer ten (10) days’ notice of the day to be taken.

5. Vacations shall be taken at the convenience of the Employer, but seniority shall be recognized in scheduling the same.

ARTICLE VIII - HOLIDAYS

1. All employees covered by this Agreement shall be granted a holiday with pay, on the following days:

New Year’s Day		Memorial Day

Independence Day		Labor Day

Veteran’s Day - (November 11)		Christmas Day

Thanksgiving Day

and, subject to supervisory approval, two (2) other personal holidays of his choice.

2. Holiday pay shall consist of eight (8) hours at the straight-time hourly rate shown on Schedule A-1. Employees who are required to work on a holiday shall be paid time and one-half (1 1/2) for work performed on said holiday at the appropriate rate, in addition to the holiday pay.

work on a holiday but does not report for work, he shall not receive holiday pay unless he shall have been excused by his Employer from working on said holiday.

4. When pay day falls on a holiday specified in the contract, employees will be paid on the day before.

ARTICLE IX - HOURS OF WORK - OVERTIME

1. It is expressly understood and agreed that the work day and week may fluctuate and that the Employer shall at all times have the right to schedule its employees, in accordance with the needs of the business. Employees’ work schedules will be posted in advance. Method of payment, i.e. , performance rate versus hourly rate, shall not change within the employees’ established pay period.

2. Employees may, but need not be paid at the performance rate, in which case they are paid at a predetermined rate for a given performance, which duties shall include all performance related work within the show call, or may be paid at an hourly rate for all hours worked.

3. When so scheduled, the normal work week for “performance rate employees” shall consist of six (6) days, and the normal work day shall consist of six and one-half (6 1/2) consecutive hours, including a one-half (1/2) hour meal period.

4. For employees paid “per performance,” all time worked in excess of six and one-half (6 1/2) hours per day and less than eight (8) hours per day will be compensated for at the straight-time hourly rate as shown in Schedule A-1. All hours worked in excess of eight (8) hours per day will be compensated for at one and one-half (1 1/2) times the straight-time hourly rate as shown on Schedule A-1. All time worked on the seventh (7th) day of the employee’s work week shall be compensated for at one and one-half (1 1/2) times the appropriate hourly rate.

5. When so scheduled, a normal work week for “per hour rate employees” shall consist of five (5) consecutive days, and the normal work day shall consist of eight (8) consecutive hours, including a one-half (1/2) hour meal period that will start prior to the end of the sixth (6th) hour of work.

6. For employees paid “per hour,” all work performed in excess of eight (8) hours in any one day, or forty (40) hours in any one week shall be considered as overtime and paid for at the appropriate overtime rate.

7. The Employer shall have the right to establish four (4) ten (10) hour shifts. Overtime shall be paid for all hours worked beyond ten (10) in any one day, or forty (40) in any one week at one and one-half (1 1/2) times the basic hourly wage rate. If the Employer utilizes this option after a sixty (60) day trial period, either party may notify the other in writing that it no longer desires to retain this provision in the Contract and upon such notice, this shift option shall terminate.

8. It is understood that in the case of either performance or hourly pay, there shall be no pyramiding of overtime and premium payment, and employees working under this Agreement will not receive both daily and weekly overtime or overtime and premium pay for the same hours worked, but shall receive only one, whichever is higher.

9. Overtime and holiday time shall be paid for and shall not be compensated for by giving employees time off.

10. The time that meals may be taken will be as per Employer’s direction.

11. When an employee is scheduled at the per hour rate, the Employer will not attempt to circumvent the payment of overtime after forty (40) hours by scheduling employees to work less than eight (8) hours in any of the first five (5) days of the week. This shall not constitute a guarantee of work per day or per week.

12. Regular full-time employees being paid under the performance rate shall be normally scheduled to work six (6) days of six and one-half (6 1/2) hours each, for each week they are scheduled to work except:

(a) where the Employer is unable to provide such work because of conditions beyond its control such as labor disputes, accidents, fires, mechanical breakdowns, floods, power failures, civil insurrection, cancellation of a performance by a performer, Act of God, necessary business decisions, or other circumstances beyond the control of the Employer; or

(b) where the employees are laid off, terminated, or otherwise not available for work, or the showroom is closed.

13. Regular full-time employees being paid under the hourly rate shall be normally scheduled to work either five (5) days of eight (8) hours each, or four (4) days of ten (10) hours each, for each week they are scheduled to work except:

(b) where the employees are laid off, terminated, or otherwise not available for work, or the showroom is closed.

14. Nothing in this Labor Agreement shall preclude the Employer from utilizing part-time or temporary employees or assigning regular full-time employees who have been or are being laid off to lesser amounts of daily or weekly work. Nothing in this Agreement shall prevent the Employer from assigning to employees more than the normal number of hours of work per day or per week.

15. If the Employer reduces the schedule of performances to one performance per day, it will exercise reasonable effort to give the Union seven (7) days’ advance notice. Employees affected by the reduced schedule shall have the option, on a seniority basis, of being laid off rather than working on a reduced schedule for the duration of the reduction. Employees electing to be laid off shall be recalled on a seniority basis when the Employer resumes its regular weekly schedule. Regular full-time employees being paid under the performance rate who are scheduled to work only one performance per day shall be paid for four (4) hours at the combined performance rate (3 1/4 hours) and the hourly rate (3/4 hour) for each day so worked.

16. Regular full-time employees shall be entitled to a minimum of eight (8) hours’ rest between calls. The rest period shall begin when the employee is released from work (“goes off the clock”). If the employee is called back before he has completed eight (8) hours of rest, he will be paid at one and one-half (1 1/2) times his regular rate for all hours worked until eight (8) hours have elapsed from his release time. After eight (8) hours have elapsed, the employee will revert to straight time.

Example:

A.	Employee released from work	4:00 a.m.
B.	Employee call	10:00 a.m.
C.	Employee released from work	6:00 p.m.

Employee entitlement:

2 hours at 1 1/2x (10:00 a.m. - 12:00 Noon)

6 hours at lx (12:00 Noon - 6:00 p.m.)

17. In the event that all employees of the Employer agree to be paid on a bi-weekly basis, the Union agrees that bargaining unit employees will be paid in the same manner.

ARTICLE X - WAGES

1. All employees working in any of the classifications in “Schedule A-1” annexed hereto shall be paid each week for services performed.

2. Attached hereto and marked “Schedule A-1” and made part of this Agreement are the minimum wage scales applicable to the employees under normal circumstances.

3. In an emergency situation when an employee may be called back to work after completing his normal work, the minimum work call shall be four (4) hours and the employee shall be compensated for no less than four (4) hours at the applicable straight-time or overtime rate, regardless of the number of hours actually worked by the Employee.

ARTICLE XI - BENEFITS

1. Welfare Fund: The Employer agrees to make contributions to the Union Welfare Fund as per “Schedule B” annexed hereto. All contributions are for all straight times hours worked or paid, not to exceed 2,080 hours per year, for every employee covered hereby, retroactive to the first (1 st ) day worked on behalf of employees who have completed their probationary period.

2. Pension Fund: The Employer agrees to make contributions to the Union Pension Fund as per “Schedule B” annexed hereto. All contributions are for all straight time hours

worked or paid, not to exceed 2,080 hours per year, for every employee covered hereby, retroactive to the first (1 st ) day worked on behalf of employees who have completed their probationary period.

3. The contributions provided for herein shall be for the purpose of allowing the Fund, under financially responsible conditions, to maintain the level of benefits that existed on the date of the execution of this Agreement. To this end, the Employer(s) will collectively designate a voting trustee on the Fund(s).

4. In the event the Employer(s) determine that any other Participating Employer currently pays or is allowed by the Union to pay lesser contributions than the Employer(s), then at such time the Employer(s) shall automatically reduce its contribution to the lowest rate of any Participating Employer. In the event the Union allows a Participating Employer to withdraw from the Fund and such Participating Employer obtains health insurance for its Union employees at a lower rate, then the Employer(s) may automatically reduce its Fund contribution to the same rate.

5. The Union will have the right thirty (30) days prior to the end of each contract year to reallocate wage increases to the Health and Welfare, Pension or Annuity Funds. Funds to be paid in accordance with existing language in the collective bargaining agreement. Annuity cannot, during the year, go back and forth to wages and annuity ..... it must be one or the other.

6. Annuity Fund: The Employer agrees to make contributions to the Union Annuity Fund for each hour worked by employees covered herein, as per “Schedule B” annexed hereto.

ARTICLE XII - JURY DUTY

1. Non-probationary employees who serve as a juror on regularly scheduled work day or days shall be paid the difference only between the amount received by him for such

service and his daily base hourly rate for eight (8) hours, to a maximum of ten (10) days for each call. The employee will provide his immediate supervisor with:

(a) Seventy-two (72) hours’ notice of such case.

(b) Copy of court order to “appear.”

2. It is understood that employees will be expected to report to work if excused from Jury Duty during normal work hours which reasonably coincide with scheduled work time.

ARTICLE XIII - FUNERAL LEAVE

Members of the bargaining unit shall be permitted time off, with pay, to a maximum of three (3) scheduled work days for the purpose of arranging and attending the funeral of a member of the employee’s immediate family, defined as mother, father, spouse, brother, sister, children, mother-in-law, father-in-law and grandparents. Pay shall be the daily base hourly rate for eight (8) hours. The Employer reserves the right to require official notification and/or proof of death and attendance at the funeral.

ARTICLE XIV - VISITATION

Representatives of the Union shall have the right to visit the Hotel at reasonable times in order to investigate matters covered by this Agreement and grievances hereunder. Said visits shall not be made at such time or in such manner as to interfere with or prevent the orderly operation of the Employer’s business, and Union representatives shall announce their presence to the Employer when coming upon the premises.

ARTICLE XV - GRIEVANCES AND ARBITRATION

1. For the purpose of this Agreement, a grievance is defined as a complaint, dispute, or controversy between the parties as to the application or interpretation of this

Agreement. All grievances shall be presented by either party to the other within five (5) working days, excluding Saturdays and Sundays, of their origin in order to be raised in a timely fashion. All grievances not raised in a timely fashion or not processed in accordance with the time periods set out below shall be considered waived and abandoned.

2. The following procedure shall be followed exclusively in the settlement of all grievances arising under this Agreement:

Step 1

The first step of the grievance procedure shall be between the employee and/or the shop steward and the employee’s supervisor. If the employee is dissatisfied with the action taken by the supervisor on his grievance, the employee shall be able to reduce the grievance to writing and present the written grievance to his supervisor within two (2) working days of the supervisor’s verbal response.

Step 2

If the grievance is not resolved in Step 1, then the shop steward shall forward the written grievance to the department head within three (3) working days of the response of the supervisor.

Step 3

In the event that the grievance is not adjusted satisfactorily after the timely presentation of the written grievance to the department head, then a meeting between the Union Business Agent and a designated representative of the Employer shall be arranged, within ten (10) working days after the department head has given his response.

Step 4

In the event that the grievance is not adjusted satisfactorily in Step 3, then the matter may be referred to final and binding arbitration within fourteen (14) calendar days, after the Employer has sent its Step 3 answer to the grievance.

It is understood that the parties, by mutual agreement, may extend the time periods for processing grievances.

In the event that the Employer is the aggrieved party, the Employer may begin the processing of the grievance at Step 3.

Grievances shall not be processed by shop stewards or Union officials during working hours, unless mutually agreed to between the Union and the Employer.

In the event that a grievance is referred to arbitration, the grievance shall be submitted to the American Arbitration Association with the request that the Association send to the parties a list of arbitrators pursuant to its procedures. A grievance so submitted shall be heard by the arbitrator, and his decision or award shall be final and binding upon the parties hereto. The expenses of the arbitrator shall be borne equally by the Union and the Employer. Only one (1) grievance at a time shall be heard by the arbitrator unless otherwise agreed to by the parties. The arbitrator shall have no power to add to, subtract from, or modify any of the terms of this Agreement, and his authority is hereby limited expressly to this Agreement and its terms.

ARTICLE XVI - CASUAL EMPLOYEE

1. A casual employee shall be defined as an employee required to supplement specific classifications in the normal house crew on an intermittent basis. Hiring procedures and licensing requirements will be the same as for regular employees. Provisions of Articles II (Sec. 1,3,&4), V, VII, VIII, IX, XI, XII, XIII and XV shall not apply to casual employees.

2. Wages for casual employees will be paid in accordance with “Schedule A-2,” annexed hereto and made a part hereof. The premium wages paid for casual work and casual employees exempts the Employer from payment of contributions to the Health and Welfare, Pension and Annuity Funds.

3. The minimum work call for casual employees will be four (4) hours with overtime to be paid at one and one-half (1 1/2) times the applicable casual rate for hours worked in excess of eight (8) hours per day.

4. Casual employees will answer a call with those hand tools specified by the Employer. The Employer will notify the Union of hand tools required when the call is made for casual employees.

5. If a casual employee works for the Employer forty (40) or more hours per week for a period of three (3) consecutive months and continues in the employ of the Employer on

that basis, he shall automatically enter the probationary period for regular employees, as described in Article II.

6. Any casual who has worked 240 hours in a calendar year will be entitled upon request from the Union to be advised of the reason for the removal of the employee from the casual list and may request a meeting with the Employer to discuss the issue. This in no way alters the limitation that casuals have no access to the grievance and arbitration procedure.

ARTICLE XVII - NO STRIKES, NO LOCKOUTS

1. Both the Union and the Employer recognize the service nature of the casino/hotel business and the duty of the Employer to render continuous and hospitable service to the public in the way of lodging, food and other necessary accommodations. Therefore, the Union agrees that it will not call, engage in, participate in, or sanction any strike, sympathy strike, work stoppage, picketing, sit-down, sit-in, boycott, refusal to handle merchandise, or other interference with the conduct of the Employer’s business for any reason whatsoever, including the dealing by Employer with non-Union suppliers or deliverymen; nor will the Union interfere with any guest or tenant at the hotel engaged in selling or exhibiting non-Union made merchandise or in so doing employing non-Union help. Any such action shall be a violation of this Agreement. Upon written telegraphic notice of a violation to the Union office, the Union and its officers shall take immediate affirmative action and will use its best efforts, to include all actions legally available to prevent, end or avert any such aforementioned activity or the threat thereof by any of its officers, members, representatives or employees, either individually or collectively, including, but not limited to, publicly disavowing any such action and ordering all such officers, representatives, employees or members who participate in such unauthorized activity to cease and desist from same immediately and to return to work and comply with its orders. Nothing in this Agreement shall be construed to limit or restrict the right of any of the parties to this Agreement to pursue fully any and all remedies available under law in

the event of a violation of this Article. Instructions and orders referred to in this Section will be confirmed in writing, and copies will be furnished by the Union to the Employer.

2. In consideration of the foregoing, the Employer agrees that it shall not lockout its employees. The term “lockout” does not refer to the discharge, termination or layoff of employees by the Employer for any reason in the exercise of its rights as set forth in any provision of this Agreement, nor does “lockout” include the Employer’s decision to terminate or suspend work or any portion thereof for any reason, other than for the sole purpose of supporting a management position during a collective bargaining impasse.

3. Any employee or employees inciting, encouraging, or participating in any strike, slowdown, picketing, sympathy strike, or other activity in violation of this Agreement is subject to immediate discharge.

ARTICLE XVIII - SAFETY

1. The Union and the Employer agree that it is in the best interests of all members of the bargaining unit to maintain a safe and healthy work place and to observe all safety requirements.

2. Violations of established safety policies and procedures shall be grounds for disciplinary action up to and including discharge.

ARTICLE XIX - NEW JERSEY CASINO CONTROL ACT

The parties hereto recognize and agree that the State of New Jersey Casino Control Act (P.L. 1977, C. 110) (the “Act”) and the rules and regulations thereunder contain provisions requiring the licensing of employees, the certifications of this and other provisions regulating and controlling “Casino Hotel” employees of the Employer, and that this Agreement is subject hereto in all respects.

ARTICLE XX - MOST FAVORED EMPLOYER

Recognizing the competitive nature of the casino/hotel industry and the desirability of maintaining a balance among the hotels in Atlantic City, the Unions agree that if they enter into any contract with another employer operating a casino/hotel or contractor on behalf of a casino/hotel in Atlantic City, containing terms as to wages, hours or conditions which are more favorable to said other employer than the terms or conditions of this Contract, then, at the Employer’s option, said terms shall be incorporated into this Agreement and become supplementary thereto. The Unions agree that upon demand of the Employer they shall exhibit to the Employer or its authorized representative any agreement entered into with another casino/hotel in Atlantic City, New Jersey. A failure on the part of the Employer to insist upon the application of this Section, whether said failure is intentional or a result of an oversight, shall not constitute a waiver of the Employer’s right to demand enforcement of this provision on other occasions. Nothing herein contained shall be interpreted to render this provision applicable to a hotel or motel which does not own or operate a casino in Atlantic City.

ARTICLE XXI - UNION JURISDICTIONAL DISPUTES

Both Local Union #68-68A-68B of the International Union of Operating Engineers, AFL-CIO, and Local Union #917 of the International Alliance of Theatrical Stage Employees and Motion Picture Machine Operators of the United States and Canada, agree that whenever unresolved disputes arise involving work jurisdiction, the Employer will have the right to assign the work, and the Unions agree to settle the dispute.

The Employer’s assignments are specifically exempt from the grievance and arbitration procedure provided in this Agreement. The Unions also agree to hold the Employer harmless from all claims and liabilities by reason of action taken or not taken by the Employer for the purpose of complying with this Article.

ARTICLE XXII - MULTI-LOCATION EMPLOYER

Employees may be assigned to work at other properties owned and operated by their parent company if parent company owns or operates more than one property in Atlantic City. Employees shall first be offered the opportunity to take such an assignment in accordance with their shop seniority, by shift. If an insufficient number of employees accept the offered assignment, employees shall be assigned in inverse order of shop seniority. In either case, the employee so selected must have the requisite skill and ability to perform the assigned work. Employees so assigned shall be paid at the rate of time and one-half (1 1/2) their base hourly rate for all hours worked on such assignment. This in no way affects the Employers’ use of casuals.

ARTICLE XXIII - SAVINGS CLAUSE

If any clause in this Agreement or portion thereof is found to be illegal or invalid, the remainder of the clause or provision shall remain unaffected, and all other provisions of the Contract shall remain in full force and effect.

ARTICLE XXVI - TERM OF CONTRACT

1. This Agreement, including Schedules A-1, A-2 and B, shall become effective July 1, 2001, and shall continue in full force and effect until midnight, June 30, 2006, and from year to year thereafter, unless either party gives written notice to the other at least sixty (60) days prior to any expiration date as to its desire to modify or terminate this Agreement.

2. The parties expressly recognize that, although this Agreement is essentially identical to the contracts between the Union and other Atlantic City casino/hotels, nevertheless, this Agreement is solely between the Employer herein and the Union. Therefore, other casino/hotel practices under, or interpretations of, contract language similar or identical to that in this Agreement shall not be controlling under this Agreement, and evidence of other casino/hotel practices or interpretations shall not be offered or admitted in any grievance discussion or arbitration or other legal proceeding between the

Employer and the Union, unless both parties agree to the discussion or introduction of such evidence.

IN WITNESS THEREOF, the parties hereto have set their hands and seals the day and year first above written, in Atlantic County, State of New Jersey.

TROPICANA CASINO & ENTERTAINMENT RESORT		INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68-68A-68B-68C, AFL-CIO

[ILLEGIBLE]		/s/ Vincent J. Giblin
		VINCENT J. GIBLIN
		Business Manager

[ILLEGIBLE]		/s/ Thomas P. Giblin
		THOMAS P. GIBLIN
		President

		/s/ Stephen Mc Guire
		STEPHEN MC GUIRE
		Recording Secretary

		/s/ Edward Boylan
		EDWARD BOYLAN
		Business Representative


		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES AND MOTION PICTURE MACHINE OPERATORS OF THE UNITED STATES OF AMERICA AND CANADA, LOCAL 917


		[ILLEGIBLE]

SCHEDULE “A-1”

TROPICANA

WAGE RATES - FULL-TIME EMPLOYEES

CLASSIFICATION	7/1/01		7/102		7/1/03		7/1/04		7/1/05

Technician & Wardrobe Lead
Hourly Rate	$	23.47	$	23.87	$	24.27	$	24.67	$	25.07
Performance	$	84.49	$	85.93	$	87.37	$	88.81	$	90.25

Stage & Lounge Technician
Hourly Rate	$	21.90	$	22.30	$	22.70	$	23.10	$	23.50
Performance	$	78.84	$	80.28	$	81.72	$	83.16	$	84.60

Stage Helper Wardrobe Att., Hairdressers & Make-up Specialist
Hourly Rate	$	20.73	$	21.13	$	21.53	$	21.93	$	22.33
Performance	$	74.63	$	76.07	$	77.51	$	78.95	$	80.39

RATE WITH $.55 ADDED (Plus Pension Diversions)

CLASSIFICATION	7/101		7/1/02		7/1/03		7/1/04		7/1/05

Technician & Wardrobe Lead
Hourly Rate	$	24.17	$	24.72	$	25.27	$	25.82	$	26.37
Performance	$	87.01	$	88.99	$	90.97	$	92.95	$	94.93

Stage & Lounge Technician
Hourly Rate	$	22.60	$	23.15	$	23.70	$	24.25	$	24.80
Performance	$	81.36	$	83.34	$	85.32	$	87.30	$	89.28

Stage Helper Wardrobe Att., Hairdressers & Make-up Specialist
Hourly Rate	$	21.43	$	21.98	$	22.53	$	23.08	$	23.63
Performance	$	77.15	$	79.13	$	81.11	$	83.09	$	85.07

OVERTIME RATE (WITH $.55 INCLUDED and Pension Diversions)

CLASSIFICATION	7/1/01		7/1/02		7/1/03		7/1/04		7/105

Technician & Wardrobe Lead
Hourly Rate	$	36.26	$	37.08	$	37.91	$	38.73	$	39.56
Performance	$	130.52	$	133.49	$	136.46	$	139.43	$	142.40

Stage & Lounge Technician
Hourly Rate	$	33.90	$	34.78	$	35.55	$	36.38	$	37.20
Performance	$	122.04	$	125.01	$	127.98	$	130.95	$	133.92

Stage Helper Wardrobe Att., Hairdressers & Make-up Specialist
Hourly Rate	$	32.15	$	32.97	$	33.80	$	34.62	$	35.45
Performance	$	115.72	$	118.69	$	121.66	$	124.63	$	127.60

SCHEDULE “A-2”

TROPICANA

WAGE RATES - CASUAL EMPLOYEES

CLASSIFICATION	7/1/01		7/1/02		7/1/03		7/1/04		7/1/05

Technician & Wardrobe Lead
Hourly Rate	$	28.24	$	29.19	$	30.09	$	31.04	$	31.99
Performance	$	101.66	$	105.08	$	108.32	$	111.74	$	115.16

OVERTIME RATE

CLASSIFICATION	7/1/01		7/102		7/1/03		7/1/04		7/1/05

Technician & Wardrobe Lead
Hourly Rate	$	42.36	$	43.79	$	45.14	$	46.56	$	47.99
Performance	$	152.50	$	157.63	$	162.49	$	167.62	$	172.75

SCHEDULE ” B ”

TROPICANA

BENEFITS

BENEFIT	7/1/01		7/1/02		7/1/03		7/1/04		7/1/05

Welfare Fund	$	3.95	$	4.05	$	4.25	$	4.45	$	4.65

Pension Fund	$	1.55	$	1.70	$	1.85	$	2.00	$	2.15

Annuity Fund

On Hours Worked:	$	.25	$	.25	$	.25	$	.25	$	.25

On Hours Worked and Paid (Including OT, Holiday and Vacation):	$	2.05	$	2.45	$	2.80	$	3.20	$	3.60

Exhibit 10.19

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into effective as of January 1, 2009 (the “Effective Date”), by and between TROPICANA ENTERTAINMENT HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and SCOTT C. BUTERA (“Executive”) to provide the terms and conditions for Executive’s employment with the Company and its subsidiaries from time to time (together, the “Group”).

The Company and Executive have agreed that Executive will be employed by the Company and will serve as the Company’s President and Chief Executive Officer, upon the terms and conditions set forth herein.

Accordingly, and in consideration of the mutual obligations set forth in this Agreement, which Executive and the Company agree are sufficient, Executive and the Company agree as follows:

1. Term of Employment.

The term of this Agreement (the “Term of Employment”) shall commence as of the Effective Date and, subject to the termination provisions of paragraph 4 hereof, continue until the second anniversary of the Effective Date; provided that commencing on the second anniversary of the Effective Date and each anniversary thereof, the Term of Employment shall automatically be extended by 12 months unless either the Company or Executive provides notice to the other party no less than 30 days before the end of the Term of Employment of its or his intention not to extend the Term of Employment.

2. Position and Responsibilitie s.

During the Term of Employment, Executive shall be employed as the Company’s President and Chief Executive Officer, with the general executive powers and authority that accompany those positions. Executive shall report directly and exclusively to the Board of Managers of the Company (the “Board”) and shall have the duties and responsibilities that are typically performed by the president and chief executive officer of a substantially similar enterprise, as well as any other duties consistent with his positions that are assigned to Executive by the Board. Executive agrees to comply with such lawful policies of the Company as may be adopted from time to time. Although Executive may be reasonably required to travel from time to time for business reasons, his principal place of employment shall be the Company’s principal corporate offices in Las Vegas, Nevada or wherever the Company and Executive agree. Executive shall devote all of his full business time and his best efforts, skill, and attention to the Group’s business and affairs and to promoting the Group’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from (a) serving on the boards of directors or managers of other companies, corporations, and/or charitable organizations (subject to the approval of the Board, such approval not to be unreasonably withheld), (b) engaging in charitable activities and community affairs, and (c) managing his personal investments and affairs, provided that any such activities do not interfere in more than a de minimis manner with the proper performance of his duties and responsibilities hereunder and such activities comply with the limitations set forth in paragraph 5.a hereof.

3. Compensation.

For all of his services during the Term of Employment, Executive shall receive the following compensation:

a. Base Salary . Executive’s annual base salary shall be $1,100,000 (as may be increased from time to time, the “Base Salary”). The Board will review the Base Salary at least annually and may increase it at any time for any reason, in its sole discretion; however, it shall have no obligation to do so.

b. Bonus . In addition to his Base Salary, Executive shall be eligible to receive an annual cash performance bonus of between 50% (the “Minimum Annual Bonus”) and 150% of his Base Salary (collectively, the “Bonus”) for each calendar year ending during the Term of Employment if, and to the extent that, Executive remains employed by the Company on the last day of such calendar year and corporate performance objectives established by the Board are achieved, as determined by the Board or a committee thereof in its sole discretion. Factors that shall be taken into account in determining the amount of Executive’s Bonus shall include the performance of the Company relative to its competitors, Executive’s success in recruiting senior executives and other key employees, whether the Company is successful in re-establishing operations in Atlantic City, New Jersey and the Executive’s performance in connection with the Company’s restructuring.

c. Payment of Bonus. Payment of the Bonus shall be made as soon as practicable after the end of the calendar year during which such Bonus is earned, but in any event during the calendar year following the calendar year to which such Bonus relates.

d. Benefits . Executive shall be eligible to participate in all Company benefit plans and programs as are generally available for its senior executives, and Executive’s benefits shall be based on the terms of the applicable plan as established by the Company from time to time. Nothing in this Agreement shall restrict the Company’s ability to change or terminate any or all of its employee benefit plans and programs from time to time; nor shall anything in this Agreement prevent any such change from affecting Executive.

e. Success Fee. When a plan of reorganization that is confirmed by the Bankruptcy Court (the “Plan”) becomes effective (the “Plan Effective Date”) during Executive’s tenure as Chief Executive Officer of the Company, Executive shall be eligible to receive and shall be paid a one-time payment (the “Success Fee”), which shall be in an amount targeted to be between $750,000 and $1,500,000; provided , however , that if Executive is entitled to and has been or will be paid the Severance Benefit (as defined herein) and if Executive is terminated without Cause (under paragraph 4.a(iii) hereof) or Executive terminates his employment for Good Reason (under paragraph 4.a(v) hereof) within twelve months after the Plan Effective Date, Executive shall not be eligible to receive the Success Fee. The Board shall determine the amount of the Success Fee in its sole discretion after taking into account the timing of the Company’s emergence from reorganization, the enterprise value of the Company upon such emergence and the

Board’s evaluation of the Executive’s performance in connection with the Company’s reorganization. If Executive terminates employment due to his death or Disability, resigns his employment with Good Reason (as defined herein) or Executive’s employment is terminated by the Company without Cause (as defined herein), in each case, before the Plan Effective Date, Executive shall be entitled to receive payment of the Success Fee if the Plan Effective Date occurs within nine months after the date of termination of employment. Executive shall not be entitled to all or any portion of the Success Fee if the Company terminates his employment for Cause or Executive resigns his employment without Good Reason before the Plan Effective Date.

4. Termination

a. Termination of Employment . Executive’s employment may be terminated in accordance with this paragraph 4. Any such termination of employment shall also terminate the Term of Employment.

(i) Termination by the Company for Cause . The Board may terminate Executive’s employment for Cause at any time after:

(1) providing Executive with 15 business days’ advance written notice explaining the circumstances that justify the termination (a “Termination Notice”); and

(2) except in the case of termination for an event covered by paragraph 4.a(ii)(2) hereof, providing Executive with the opportunity to appear before the Board prior to any vote to terminate Executive’s employment for Cause, which opportunity may occur during the 15-business-day notice period.

(ii) “Cause” means any of the following:

(1) Executive’s breach of any material term of this Agreement that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such breach;

(2) Executive’s commission of, or formal prosecutorial charge or indictment alleging commission of, a felony or any crime of similar status, any crime involving fraud, or any crime involving moral turpitude (other than motor vehicle related) (it being agreed that in the case of a crime involving moral turpitude, only to the extent such crime materially and adversely affects the business, standing or reputation of the Company or any other member of the Group);

(3) Executive’s breach of fiduciary duty to the Company or any other member of the Group that has any material and adverse impact on the Company that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such breach;

(4) Executive’s misappropriation of funds or material property of the Company or any other member of the Group;

(5) Executive’s refusal to follow the lawful directives of the Board without a materially valid business justification that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such refusal;

(6) Executive’s fraud related to the Company;

(7) Executive’s material dishonesty, disloyalty, gross negligence, or willful misconduct, where such dishonesty, disloyalty, gross negligence, or willful misconduct is reasonably likely to result, in substantial and material damage to the Company or any other member of the Group and that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such event;

(8) Executive’s willful and material violation of any of the Company’s code of conduct or employment policies that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such violation;

(9) Executive’s material violation of any federal, state, or local laws that could result in a direct or indirect financial loss to the Company or any other member of the Group or damage the reputation of the Company or any other member of the Group;

(10) any Approval (as defined herein) that Executive is required to hold to perform any of his duties or responsibilities for the Company or its subsidiaries is terminated and/or suspended by any Gaming Authority (as defined herein); or

(11) Executive shall otherwise have failed to comply in any material respect with paragraph 16 hereof.

For the definition of “Cause,” no act or omission by the Executive will be “willful” unless it is made by him in bad faith or without a reasonable belief that his act or omission was in the best interests of the Company or the Group. Any act, or failure to act, based upon the advice of counsel to the Company or any member of the Group shall be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and the Group.

(iii) Termination by the Company without Cause . Upon at least 15 days’ prior written notice to Executive, the Company may terminate Executive’s

employment under this Agreement for any reason other than (1) Cause or (2) due to Executive’s death or Disability, in which case the Company is obligated to pay Executive in accordance with paragraph 4.b hereof.

(iv) Death or Disability . Executive’s employment by the Company will immediately terminate upon Executive’s death and at the option of either Executive or the Company, exercisable upon written notice to the other party, may terminate upon the Executive’s Disability. For purposes of this Agreement, “Disability” will occur if (1) Executive becomes eligible for benefits under a long-term disability policy provided by the Company, if any, or (2) Executive has become unable, due to physical or mental illness or incapacity, to substantially perform the essential duties of his employment with reasonable accommodation for a period of 90 days or an aggregate of 180 days during any consecutive 12 month period, as determined by an independent physician approved by the Company and Executive.

(v) Termination by Executive for Good Reason . Executive may terminate his employment for Good Reason within 90 days of the occurrence of an event constituting Good Reason. “Good Reason” shall mean the occurrence, during the Term of Employment, of any of the following actions or failures to act, but in each case only if it is not consented to by Executive in writing: (1) a material adverse change in Executive’s duties, reporting responsibilities, titles, or elected or appointed offices as in effect immediately prior to the effective date of such change; (2) any material reduction or material failure to pay when due the Executive’s Base Salary, Minimum Annual Bonus, or Success Fee; (3) the Company’s breach of any material term of this Agreement that is not corrected within 10 days after delivery of a notice to the Company with respect to such breach; or (4) the failure of the Company to obtain the assumption in writing of this Agreement by any successor to, or an acquirer of, all or substantially all of the assets of the Company on or prior to a merger, consolidation, sale or similar transaction; provided , however , that Executive first notifies the Company in writing of an occurrence constituting Good Reason within 60 days of the occurrence thereof and the Company fails to cure such occurrence within 30 days of such notice. For purposes of this definition, none of the actions described in clauses (1) through (4) of this paragraph 4.a(v) shall constitute “Good Reason” with respect to Executive if it was an isolated and inadvertent action not taken in bad faith by the Company and if it is remedied by the Company within 10 days after receipt of written notice thereof given by Executive.

(vi) Termination by Executive without Good Reason . Executive may terminate his employment under this Agreement without Good Reason upon at least 30 days’ prior written notice to the Company.

b. Consequences of Termination of Employment.

(i) Termination by the Company without Cause or by Executive for Good Reason . Executive shall be entitled to and shall receive the severance benefits described in this paragraph 4.b(i) if Executive’s employment is terminated without Cause (under paragraph 4.a(iii) hereof) or Executive terminates his employment for Good Reason (under paragraph 4.a(v) hereof) in the amount of $2,000,000, which shall be reduced to $1,000,000 in the event that the “OpCo Debtors” do not exit bankruptcy by October 31, 2009 (the “Severance Benefit”); provided that if such Severance Benefit becomes due before the Plan Effective Date, the Company shall be obligated to pay the maximum amount that may be provided at such time in accordance with section 503(c)(2) of the Bankruptcy Code (as conclusively determined by the Bankruptcy Court for the District of Delaware), which shall be paid over the one-year period commencing on Executive’s termination of employment in ratable installments in accordance with the Company’s payroll practices in effect on Executive’s date of termination or as agreed between the Company and Executive, subject to paragraph 4.b(v) and paragraph 18.c hereof and to the extent permitted by Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Section 409A”); provided , however , that if Executive has been paid the Success Fee and if Executive is terminated without Cause (under paragraph 4.a(iii) hereof) or Executive terminates his employment for Good Reason (under paragraph 4.a(v) hereof) within twelve months after the Plan Effective Date, the amount of the Severance Benefit shall be reduced by the amount of the Success Fee paid to Executive. In addition and in any event, for a period of one year following the date of such termination of Executive’s employment from the Company described in this paragraph 4.b(i), the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage shall be provided to Executive as COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this paragraph 4.b(i) shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company. If Executive receives the benefits set forth in this paragraph 4.b(i), Executive shall not be eligible for severance benefits from any other plan, program, or policy of the Company then in effect.

(ii) Death or Disability . In the event of termination of Executive’s employment due to death or Disability (under paragraph 4.a(iv) hereof), Executive shall be entitled to receive (in addition to any other payments

specifically contemplated in this Agreement) a pro rata portion of his Minimum Annual Bonus for the portion of the calendar year before the date of termination of employment, as promptly as practicable and in no event later than the date set forth in paragraph 3.c hereof; but Executive shall not be eligible to receive any severance benefit under this paragraph 4.b. Executive’s eligibility (if any) to receive a severance or retirement benefit under any other severance or retirement plan or program maintained by the Company shall be determined by the terms of that plan or program as in effect on his termination date.

(iii) Termination for Cause or Voluntary Termination . If the Company terminates Executive’s employment for Cause (under paragraph 4.a(i) hereof), or if Executive terminates his employment without Good Reason (under paragraph 4.a(vi) hereof), Executive shall not be eligible to receive any severance benefit under this paragraph 4.b. Executive’s eligibility (if any) to receive a severance or retirement benefit under any other severance or retirement plan or program maintained by the Company shall be determined by the terms of that plan or program as in effect on his termination date. The foregoing shall not limit the remedies available to the Group, at law or in equity, for any loss or other injury caused directly or indirectly by Executive.

(iv) Earned but Unpaid Bonus . In addition to any other amounts owed to Executive under this paragraph 4.b, if the Company terminates the Executive’s employment for any reason other than Cause or if Executive terminates employment after December 31 of any year, Executive shall be entitled to receive any Bonus earned by Executive for the preceding year but not yet paid as of the termination date as calculated in accordance with paragraph 3.b and paid as set forth in paragraph 3.c hereof.

(v) Release . Executive shall forfeit his right to the payments set forth in this paragraph 4 unless a general release of claims covering all liability (other than Executive’s rights under this Agreement and any indemnification arrangement of the Company with respect to Executive) against the Group and any of their respective past or present directors, officers, employees, shareholders, controlling persons, or agents of the Group is executed and delivered to the Company (and is no longer subject to revocation, if applicable) within 60 days of Executive’s termination of employment. This agreement will be substantially in the form attached hereto as Exhibit A.

5. Restrictive Covenants.

a. Non-Competition. During the Term of Employment, Executive shall not directly or indirectly manage, operate, participate in, be employed by, perform consulting services for, or otherwise be connected with any casino licensee or casino applicant in or within a 250 mile radius of any casino owned, operated, or managed by the Company or any subsidiary or affiliate thereof (a “Competitive Enterprise”), nor shall Executive receive compensation from any other company

or business during the Term of Employment unless the arrangement giving rise to such compensation has been (i) disclosed to and approved by the Board in advance or (ii) is otherwise permitted by the terms of this Agreement. Executive may invest in any Competitive Enterprise, provided that Executive and his immediate family members (as defined in Section 1361(c)(B) of the Internal Revenue Code) do not own collectively more than three percent of the voting securities of any such entity during the Term of Employment.

b. Use and Disclosure of Proprietary Information.

(i) Definition of Proprietary Information . “Proprietary Information” means confidential or proprietary information, knowledge, or data concerning (1) the Group’s businesses, strategies, operations, financial affairs, organizational matters, personnel matters, budgets, business plans, marketing plans, studies, policies, procedures, products, ideas, processes, software systems, trade secrets, and technical know-how, (2) any other matter relating to the Group, (3) any matter relating to clients of the Group or other third parties having relationships with the Group and (4) any confidential information from which the Group derives business advantage or economic value. Proprietary Information includes (1) the names, addresses, phone numbers, buying habits and preferences, and other information concerning clients and prospective clients of the Group, and (2) information and materials concerning the personal affairs of employees of the Group. In addition, Proprietary Information may include information furnished to Executive orally or in writing (whatever the form or storage medium) or gathered by inspection, in each case before or after the date of this Agreement. Proprietary Information does not include information that was or becomes generally available to the public, other than as a result of a disclosure by Executive, directly or indirectly.

(ii) Acknowledgements . Executive acknowledges that he will obtain or create Proprietary Information in the course of Executive’s involvement in the Group’s activities and may already have Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of the Group. In addition, nothing in this Agreement will operate to weaken or waive any rights the Group may have under statutory or common law, or any other agreement, to the prohibition of unfair competition or the protection of trade secrets, confidential business information, and other confidential information.

(iii) During Employment . Executive will use and disclose Proprietary Information only for the Group’s benefit and in accordance with any restrictions placed on its use or disclosure by the Group.

(iv) Post-Employment . After the termination of Executive’s employment, Executive will not use or disclose any Proprietary Information for any purpose. For the avoidance of doubt, but without limitation of the foregoing, after termination of Executive’s employment, Executive will

not directly or indirectly use Proprietary Information from which the Group derives business advantage or economic benefit to solicit, impair, or interfere with, or attempt to solicit, impair, or interfere with, any person or entity, who, at the time of the termination of Executive’s employment, is then a customer, vendor, or business relationship of the Group (or who Executive knew was a potential customer, vendor, or business relationship of the Company within the six months prior to the termination of his Employment).

c. Non-Solicitation of Employees . During the Term of Employment and for a 12 month period after termination of Executive’s employment, Executive will not directly or indirectly solicit or attempt to solicit anyone who, at the time of the termination of Executive’s employment, is then a Service Provider (as defined herein) or who was a Service Provider within the six months prior to the termination of his Employment to resign from service with the Group or to apply for or accept service with any company or other enterprise. For this purpose, a “Service Provider” means an employee, consultant, independent contractor, or similar representative of any member of the Group.

d. Non-Disparagement . During and after Executive’s employment with the Company, the parties mutually covenant and agree that neither will directly or indirectly disparage the other, or make or solicit any comments, statements, or the like to any clients, competitors, suppliers, employees, or former employees of the Company, the press, other media, or others that may be considered derogatory or detrimental to the good name or business reputation of the other party. Nothing herein shall be deemed to constrain either party’s cooperation in any Board-authorized investigation or governmental action.

e. Work Product. Executive agrees that any work, invention, innovation, idea, or report that Executive produces or that results from or is suggested by the work Executive performs on behalf of the Group is a “work for hire” and will be the sole property of the Company. (Such work, invention, innovation, ideas, and reports are referred to herein as the “Work”). Executive will promptly communicate to the Company, in writing when requested, all Work that is conceived or developed by Executive, alone or with others, at any time while Executive is employed by the Company. The foregoing applies whether or not the Work was conceived or performed during business hours or on or using the Company’s equipment. Both during and after termination of Executive’s employment, Executive agrees to sign any documents that the Company deems necessary or appropriate to confirm its ownership of the Work, and Executive agrees to otherwise cooperate with the Company in order to allow the Company to take full advantage of the Work as the Company may require. This may include assisting the Company in obtaining patents, copyrights, or other legal protection of the Work for the Company’ s benefit (although the Work will be the exclusive property of the Company, whether or not patented or copyrighted).

6. Employment Taxes.

All payments and other compensation under this Agreement shall be subject to withholding of the applicable income and employment taxes.

7. Payment of Professional Fees and Expenses

The Company shall promptly pay all professional fees and expenses incurred by Executive in connection with the negotiation and preparation of this Agreement and any related agreements, including the fees and expenses of his counsel and other professionals.

8. Nonduplication of Benefits .

No term or other provision of this Agreement may be interpreted to require the Company to duplicate any payment or other compensation that Executive is already entitled to receive under a compensation or benefit plan, program, or other arrangement maintained by the Company.

9. Indemnification .

To the fullest extent permitted by applicable law and its constituent documents (including its limited liability company agreement), the Company shall provide indemnification for Executive against any and all damages, costs, liabilities, losses, and expenses (including reasonable attorneys’ fees) as a result of any claim or proceeding (whether civil, criminal, administrative, or investigative), or any threatened claim or proceeding (whether civil, criminal, administrative, or investigative), against Executive that arises out of or relates to Executive’s service as an officer, director, or employee, as the case may be, of the Group, or Executive’s service in any such capacity or similar capacity with an affiliate of the Company or other entity at the request of the Company (excluding any action in which Executive’s interests are adverse to those of the Company or any of its affiliates). Executive shall be covered by any director and officer’s liability insurance policy maintained by the Company.

10. Successors.

Any successor to the Company or to all or substantially all of the Company’s business and/or assets (whether a direct or indirect successor, and whether by purchase, lease, merger, consolidation, liquidation, or otherwise) shall assume the obligations under this Agreement. In case of any succession, the term “Company” shall refer to the successor. The terms of this Agreement and all of Executive’s rights hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

11. No Third-Party Beneficiaries .

Except as provided in paragraph 10 hereof, nothing in this Agreement may confer upon any person or entity not a party to this Agreement any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement.

12. No Duty to Mitigate .

Executive shall not be required to seek new employment or otherwise to mitigate the payments contemplated by this Agreement. The payments contemplated by this Agreement shall

not be reduced by earnings that Executive may receive from any other source; provided, however, that COBRA payments may cease in accordance with the provisions of this Agreement.

13. Notice .

Notices and other communications between the parties to this Agreement shall be delivered in writing and shall be deemed to have been given when personally delivered or on the third business day after mailing by U.S. registered or certified mail, return receipt requested and postage prepaid.

a. Notices and other communications to Executive shall be addressed to Executive, at the most recent home address that he provided in writing to the Company.

b. Notices and other communications to the Company shall be addressed to the Company’s corporate headquarters, to the attention of the Company’s Secretary.

14. Waiver and Amendments.

No provision of this Agreement may be modified, waived, or discharged, unless the modification, waiver, or discharge is agreed to in writing signed by Executive and by an authorized representative of the Company (other than Executive). Unless specifically characterized as a continuing waiver, no waiver of a condition or provision at anyone time may be considered a waiver of the same provision or condition (or any different provision or condition) at any other time.

15. Ability to Enter this Agreement .

Executive represents and warrants that neither the execution and delivery of this Agreement nor the performance of Executive’s services hereunder will conflict with or result in a breach of any employment or other agreement to which Executive is a party or by which Executive might be bound or affected. Executive further represents and warrants that Executive has full right, power, and authority to enter into and carry out the provisions of this Agreement.

16. Gaming Approvals.

Executive hereby represents that Executive presently holds, or, that Executive shall use Executive’s best efforts promptly to apply for, obtain and hold, each qualification, license, or suitability determination (each, an “Approval”) required by any gaming commission, council, authority, or similar governing body (each such governing body, a “Gaming Authority”) in connection with Executive’s employment as an executive officer of the Company. Executive hereby agrees to use Executive’s best efforts to renew any Approval should such renewal be required in order for Executive to discharge the duties of an executive officer of the Company in accordance with applicable law or any applicable gaming regulations.

17. Remedy at Law Inadequate .

Executive acknowledges that a remedy at law for any breach or attempted breach of the covenants described in paragraph 5 hereof will be inadequate and agrees that the Group shall be entitled to specific performance and injunctive and other equitable relief in the case of any such breach or attempted breach.

18. Section 409A Compliance.

a. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A.

b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death. Upon the expiration of such delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

c. Notwithstanding anything else contained herein, to the extent that any payments or benefits are subject to a release agreement contemplated by paragraph 4.b(v) hereof and such release is executed and delivered and no longer subject to revocation as provided in said paragraph 4.b(v), then the following shall apply:

(i) To the extent that any cash payment or continuing benefit conditioned on the execution of the release is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). T he first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement

applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment.

(ii) To the extent that any such cash payment or continuing benefit conditioned on the execution of the release is “nonqualified deferred compensation” for purposes of Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment.

d. For purposes of this Agreement, (i) all expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

e. For purposes of Section 409A, Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

f. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Section 409A.

19. Choice of Law.

This Agreement (including its validity, interpretation, construction, and performance) shall be governed by the laws of the State of New York, without regard to any concerning conflicts or choice of law that might otherwise refer construction or interpretation to the substantive law of another jurisdiction. In the event of any dispute or controversy arising out of or relating to this Agreement, the parties hereto mutually and irrevocably consent, and waive any

objection, to the exclusive jurisdiction and venue of (a) before the Plan Effective Date, the Bankruptcy Court for the District of Delaware, and (b) after the Plan Effective Date, any federal or state court in the State of Nevada. The Company shall promptly reimburse Executive for reasonable legal fees or other expenses incurred in any dispute regarding the interpretation or validity of this Agreement if Executive substantially prevails on any material issue involved in such dispute.

20. Section Headings.

All headings in this Agreement are inserted for convenience only. Headings do not constitute a part of the Agreement and may not affect the meaning or interpretation of any term or other provision of this Agreement.

21. Severability and Reformation .

Each substantive provision of this Agreement is a separate agreement, independently supported by good and adequate consideration, and is severable from the other provisions of the Agreement. If a court of competent jurisdiction determines that any term or provision of this Agreement is unenforceable, then the other terms and provisions of this Agreement shall remain in full force and effect, and the unenforceable terms or provisions shall be equitably modified to the extent necessary to achieve the underlying purpose in an enforceable way.

22. Whole Agreement .

This Agreement reflects the entire understanding and agreement between the Company and Executive regarding Executive’s employment. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements, whether oral or written, relating to Executive’s employment with the Company for the Term of Employment. The respective rights and obligations of the parties to this Agreement shall survive the termination of Executive’s employment to the extent necessary to give such rights and obligations their intended effect. Notwithstanding anything to the contrary contained herein, this Agreement is entered into subject to, and is qualified in its entirety by, the requirements of any applicable gaming law or regulation or any determination reached by an applicable Gaming Authority. This Agreement shall be of no force or effect if it is determined to contravene any applicable gaming law or regulation, in which event such Agreement shall be void ab initio .

23. Bankruptcy Court Approval

The effectiveness of this Agreement is conditioned on approval of the Bankruptcy Court for the District of Delaware.

24. Survival.

The provisions of paragraphs 5, 9, 10, 11, 12, 13, 14, 17, 19, 21, 22 and 25 hereof, this paragraph 24, and the Company’s obligation to make payments required by this Agreement shall survive the termination of Executive’s employment and the termination or expiration of this Agreement.

25. Counterparts .

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute a single instrument.

* * *

IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement on January 22, 2009.

TROPICANA ENTERTAINMENT HOLDINGS, LLC		SCOTT C. BUTERA

By:	/s/ Richard Baldwin	By:	/s/ Scott C. Butera
Name:	Richard Baldwin	Name:
Title:	Chief Financial Officer	Title:

Exhibit A

Form of Release

Exhibit 10.19(A)

Form of Release

This Release (the “Release”) is made as of [ ], 200 , by and between TROPICANA ENTERTAINMENT HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and SCOTT C. BUTERA (“Executive”).

PRELIMINARY RECITALS

A. Executive’s employment with the Company has terminated.

B. Executive and the Company are parties to an Employment Agreement, dated as of [ ], 200 (the “Agreement”).

AGREEMENT

In consideration of the payments due Executive under the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Executive, intending to be legally bound, does hereby, on behalf of himself and his agents, representatives, attorneys, assigns, heirs, executors, and administrators (collectively, the “Executive Parties”) REMISE, RELEASE AND FOREVER DISCHARGE the Company, its affiliates, subsidiaries, parents, joint ventures, and its and their officers, directors, shareholders, members, and managers, and its and their respective successors and assigns, heirs, executors, and administrators (collectively, the “Company Parties”) from all causes of action, suits, debts, claims, and demands whatsoever in law or in equity, which Executive or any of the Executive Parties ever had, now has, or hereafter may have, by reason of any matter, cause, or thing whatsoever, from the beginning of Executive’s initial dealings with the Company to the date of this Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Executive’s employment relationship with Company, the terms and conditions of that employment relationship, and the termination of that employment relationship, including, without limitation, any claims arising under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”), Title VII of The Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1966, 42 U.S.C. §1981, the Civil Rights Act of 1991, Pub. L. No. 102-166, the Americans with Disabilities Act, 42 U.S.C. §12101 et seq., the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621 et seq., the Fair Labor Standards Act, 29 U.S.C. §201 et seq., the National Labor Relations Act, 29 U.S.C. §151 et seq., and any other claims under any federal, state, or local common law, statutory, or regulatory provision, now or hereafter recognized. This Release is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract, or discrimination of any sort. Except as specifically provided herein, it is expressly understood and agreed that this Release shall operate as a clear and unequivocal waiver by Executive of any claim for accrued or unpaid wages, benefits, or any other type of payment.

2. Executive expressly waives all rights afforded by any statute that limits the effect of a release with respect to unknown claims. Executive understands the significance of his release of unknown claims and his waiver of statutory protection against a release of unknown claims.

3. Executive agrees that he will not be entitled to or accept any benefit from any claim or proceeding within the scope of this Release that is filed or instigated by him or on his behalf with any agency, court, or other government entity.

4. The parties agree and acknowledge that the Agreement, and the settlement and termination of any asserted or unasserted claims against the Company and the Company Parties pursuant to this Release, are not and shall not be construed to be an admission of any violation of any federal, state, or local statute or regulation, or of any duty owed by the Company or any of the Company Parties to Executive.

5. Executive certifies and acknowledges as follows:

(a) That he has read the terms of this Release, and that he understands its terms and effects, including, without limitation, the fact that he has agreed to RELEASE AND FOREVER DISCHARGE the Company and all Company Parties from any legal action or other liability of any type related in any way to the matters released pursuant to this Release other than as provided in the Agreement and in this Release.

(b) That he understands the significance of his release of unknown claims and his waiver of statutory protection against a release of unknown claims. Accordingly, Executive expressly waives any and all rights and benefits under Section 1542 of the California Civil Code, which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

(c) That he is waiving all rights to sue or obtain equitable, remedial, or punitive relief from any or all Company Parties of any kind whatsoever, including, without limitation, reinstatement, back pay, front pay, attorneys’ fees, and any form of injunctive relief. Notwithstanding the above, he further acknowledges that he is not waiving and is not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or to participate in an administrative investigation or proceeding; provided , however , that he disclaims and waives any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding.

(d) That he has signed this Release voluntarily and knowingly in exchange for the consideration described herein, which he acknowledges is adequate and satisfactory to him and which he acknowledges is in addition to any other benefits to which he is otherwise entitled.

(e) That he has been and is hereby advised in writing to consult with an attorney prior to signing this Release.

(f) That he does not waive rights or claims that may arise after the date this Release is executed or those claims arising under the Agreement with respect to payments and other rights due Executive on the date of, or during the period following, the termination of his Employment.

(g) That the Company has provided him with adequate opportunity, including a period of twenty-one (21) days from the initial receipt of this Release and all other time periods required by applicable law, within which to consider this Release (it being understood by Executive that Executive may execute this Release less than 21 days from its receipt from the Company, but agrees that such execution will represent his knowing waiver of such 21-day consideration period), and he has been advised by the Company to consult with counsel in respect thereof.

(h) That he has seven (7) calendar days after signing this Release within which to rescind, in a writing delivered to the Company, the portion of this Release related to claims arising under ADEA or any other claim arising under any other federal, state, or local that requires extension of this revocation right as a condition to the valid release and waiver of such claim.

(i) That at no time prior to or contemporaneous with his execution of this Release has he filed or caused or knowingly permitted the filing or maintenance, in any state, federal, or foreign court, or before any local, state, federal, or foreign administrative agency or other tribunal, any charge, claim, or action of any kind, nature, and character whatsoever (“Claim”), known or unknown, suspected or unsuspected, which he may now have or has ever had against the Company Parties which is based in whole or in part on any matter referred to in Section 1 hereof; and, subject to the Company’s performance under this Release, to the maximum extent permitted by law, Executive is prohibited from filing or maintaining, or causing or knowingly permitting the filing or maintaining, of any such Claim in any such forum. Executive hereby grants the Company his perpetual and irrevocable power of attorney with full right, power, and authority to take all actions necessary to dismiss or discharge any such Claim. Executive further covenants and agrees that he will not encourage any person or entity, including, without limitation, any current or former employee, officer, director, or stockholder of the Company, to institute any Claim against the Company Parties or any of them, and that except as expressly permitted by law or administrative policy or as required by legally enforceable order he will not aid or assist any such person or entity in prosecuting such Claim.

6. The Company (meaning, solely for this purpose, the Company’s directors and executive officers, and other individuals authorized to make official communications on the Company’s behalf) will not disparage Executive or Executive’s performance or otherwise take any action that could reasonably be expected to adversely affect Executive’s personal or professional reputation. Similarly, Executive will not disparage any Company Party or otherwise

take any action that could reasonably be expected to adversely affect the personal or professional reputation of any Company Party.

7. Executive agrees that he will not disparage or denigrate to any person any aspect of his relationship with the Company or any of its affiliates, nor the character of the Company or any of its affiliates or their respective agents, representatives, products, or operating methods, whether past, present, or future, and whether or not based on or with reference to their past relationship; provided , however , that this paragraph shall have no application to any evidence or testimony requested of Executive by any court or government agency. In the event any government agency or any of Company’s or any of its affiliates’ present or future labor unions, adverse parties in actual or potential litigation, suppliers, service providers, employees, or customers initiate communications with the Executive, the Executive agrees that he will only inform any such persons, consistent with this paragraph, of his change in status and direct such persons to an appropriate office or current employee of the Company.

8. Miscellaneous

(a) This Release and the Agreement, and any other documents expressly referenced therein, constitute the complete and entire agreement and understanding of Executive and the Company with respect to the subject matter hereof, and supersedes in its entirety any and all prior understandings, commitments, obligations, and/or agreements, whether written or oral, with respect thereto; it being understood and agreed that this Release and including the mutual covenants, agreements, acknowledgments, and affirmations contained herein, is intended to constitute a complete settlement and resolution of all matters set forth in Section 1 hereof.

(b) The Company Parties are intended third-party beneficiaries of this Release, and this Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Company Parties hereunder. Except and to the extent set forth in the preceding sentence, this Release is not intended for the benefit of any Person other than the parties hereto, and no such other person or entity shall be deemed to be a third party-beneficiary hereof. Without limiting the generality of the foregoing, it is not the intention of the Company to establish any policy, procedure, course of dealing, or plan of general application for the benefit of or otherwise in respect of any other employee, officer, director, or stockholder, irrespective of any similarity between any contract, agreement, commitment, or understanding between the Company and such other employee, officer, director, or stockholder, on the one hand, and any contract, agreement, commitment, or understanding between the Company and Executive, on the other hand, and irrespective of any similarity in facts or circumstances involving such other employee, officer, director, or stockholder, on the one hand, and Executive, on the other hand.

(c) The invalidity or unenforceability of any provision of this Release shall not affect the validity or enforceability of any other provision of this Release, which shall otherwise remain in full force and effect.

(d) This Release may be executed in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(e) The obligations of each of the Company and Executive hereunder shall be binding upon their respective successors and assigns. The rights of each of the Company and Executive and the rights of the Company Parties shall inure to the benefit of, and be enforceable by, any of the Company’s, Executive’s and the Company Parties’ respective successors and assigns. The Company may assign all rights and obligations of this Release to any successor in interest to the assets of the Company.

(f) No amendment to or waiver of this Release or any of its terms shall be binding upon any party hereto unless consented to in writing by such party.

(g) ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT, AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

* * * * *

Intending to be legally bound hereby, Executive and the Company have executed this Release as of the date first written above.

TROPICANA ENTERTAINMENT HOLDINGS, LLC			SCOTT C. BUTERA

By:			By:
Name:			Name:
Title:			Title:

READ CAREFULLY BEFORE SIGNING

I have read this Release and have been given adequate opportunity, including twenty-one (21) days from my initial receipt of this Release, to review this Release and to consult legal counsel prior to my signing of this Release. I understand that by executing this Release I will relinquish certain rights or demands I may have against the Company Parties or any of them.

		SCOTT C. BUTERA

		By:

Witness:

By:
Name:

Exhibit 10.20

AMENDED AND RESTATED

NET LEASE AGREEMENT

Between

PARK CATTLE CO.
A Nevada Corporation
The Landlord

and

DESERT PALACE, INC.
A Nevada Corporation
The Tenant

Effective January 1, 2000

TABLE OF CONTENTS

	Page

ARTICLE I	2
Premises And Term Of Lease	2
Section 1.1	2
Section 1.2	2
Section 1.3	2
ARTICLE II	2
Net Rent	2
Section 2.1	2
Section 2.2	3
Section 2.3	3
Section 2.4	3
Section 2.5	5
Section 2.6	5
Section 2.7	5
Section 2.8	5
ARTICLE III	6
Net Lease; Impositions and Adjustments	6
Section 3.1	6
Section 3.2	6
Section 3.3	7
Section 3.4	8
Section 3.5	8
Section 3.6	8
Section 3.7	8
ARTICLE IV	8
Option to Renew	8
Section 4.1	8
Section 4.2	9
ARTICLE V	9
Use of Premises	9
Section 5.1	9
Section 5.2	9
Section 5.3	9
ARTICLE VI	10
Condition and Maintenance of Premises	10
Section 6.1	10
Section 6.2	10
ARTICLE VII	10
Alterations and New Construction	10
Section 7.1	10
Section 7.2	11

Section 7.3	11
Section 7.4	12
Section 7.5	12
Section 7.6	12
ARTICLE VIII	13
Pedestrian Separation	13
ARTICLE IX	13
Insurance	13
Section 9.1	13
Section 9.2	14
Section 9.3	14
Section 9.4	14
Section 9.5	14
Section 9.6	15
Section 9.7	16
Section 9.8	16
Section 9.9	16
ARTICLE X	16
Right of First Refusal to Purchase	16
Section 10.1	16
Section 10.2	17
Section 10.3	18
ARTICLE XI	18
Default	18
Section 11.1	18
Section 11.2	19
Section 11.3	21
Section 11.4	21
Section 11.5	21
Section 11.6	21
ARTICLE XII	22
Landlord’s Covenant of Quiet Enjoyment	22
Section 12.1	22
Section 12.2	22
ARTICLE XIII	22
Recording	22
Section 13.1	22
ARTICLE XIV	23
Termination of Lease	23
Section 14.1	23
Section 14.2	23
Section 14.3	23
Section 14.4	24
Section 14.5	24
Section 14.6	26

Section 14.7	26
Section 14.8	26
ARTICLE XV	27
Assignment	27
Section 15.1	27
Section 15.2	27
Section 15.3	28
Section 15.4	28
ARTICLE XVI	29
Indemnification	29
Section 16.1	29
Section 16.2	30
ARTICLE XVII	30
Condemnation	30
Section 17.1	30
Section 17.2	30
Section 17.3	31
ARTICLE XVIII	31
Fee Mortgages	31
Section 18.1	31
ARTICLE XIX	31
Leasehold Mortgages	31
Section 19.1	31
Section 19.2	32
Section 19.3	32
Section 19.4	32
Section 19.5	33
Section 19.6	33
Section 19.7	34
Section 19.8	34
ARTICLE XX	35
Certificates	35
Section 20.1	35
Section 20.2	35
ARTICLE XXI	36
Confidentiality	36
Section 21.1	36
Section 21.2	36
Section 21.3	36
Section 21.4	37
Section 21.5	37
ARTICLE XXII	37
Discharge of Liens	37
Section 22.1	37

iii

ARTICLE XXIII	38
Licenses	38
Section 23.1	38
Section 23.2	38
Section 23.3	38
Section 23.4	39
Section 23.5	39
Section 23.6	39
Section 23.7	41
Section 23.8	41
Section 23.9	41
ARTICLE XXIV	42
Golf Course	42
Section 24.1	42
Section 24.2	42
ARTICLE XXV	42
Bankruptcy	42
Section 25.1	42
ARTICLE XVI	44
Miscellaneous	44
Section 26.1	44
Section 26.2	44
Section 26.3	44
Section 26.4	45
Section 26.5	45
Section 26.6	45
Section 26.7	45
Section 26.8	45
Section 26.9	45
Section 26.10	45
Section 26.11	46
Section 26.12	46
Section 26.13	47
Section 26.14	47
ARTICLE XXVII	47
Reservation of Space	47
Section 27.1	47
ARTICLE XXVIII	47
Compliance Committee	47

AMENDED AND RESTATED NET LEASE AGREEMENT

THIS AMENDED AND RESTATED NET LEASE AGREEMENT, effective as of the 1st of January, 2000, by and between PARK CATTLE CO. (the “Landlord”), a Nevada corporation, and DESERT PALACE, INC., (the “Tenant”), a Nevada corporation.

W I T N E S S E T H:

WHEREAS, Landlord and Tenant, entered into that certain lease dated October 15, 1979, covering the premises described on Exhibit “A” attached hereto and by this reference made a part hereof, a short-form of said lease having been recorded in the Official Records of Douglas County, State of Nevada, at Book , Page ; and

WHEREAS, said Lease has been amended by instruments dated July 31, 1980, January 1, 1981, December 1, 1982, March 1, 1986, October 1, 1986, December 31, 1992 and June 30, 1995 (said Lease as so amended is the “Original Lease”); and

WHEREAS, Tenant is a Nevada corporation, the stock of which is one hundred percent (100%) owned by Caesars Palace Corporation, a Nevada corporation, which is wholly owned by Caesars World, Inc., a Florida corporation, which is wholly owned by Park Place Entertainment Corporation, a Delaware corporation;

WHEREAS, Landlord and Tenant desire that the Original Lease be amended and restated (said Original Lease as amended and restated is referred to herein as the “Lease”); and

WHEREAS, Landlord and Tenant desire that the Lease fully and completely supersede and restate all of the terms and provisions of the Original Lease.

NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and conditions herein contained, Landlord and Tenant hereby agree that the foregoing recitals are true and correct and as follows:

ARTICLE I

Premises And Term Of Lease

Section 1.1 The Landlord hereby demises and leases to the Tenant, and the Tenant hereby hires and leases from the Landlord, the property (the “Premises”) in Douglas County, Nevada, consisting of (a) the parcel of land described on Exhibit A and the parcel of land described on Exhibit B, and (b) all the buildings and other improvements on the land included in the Premises and all additions to, and replacements of, those buildings and improvements. The parcels of land described on Exhibits A and B above are more particularly described on Exhibit C to this Restated Net Lease Agreement.

Section 1.2 The Original Term of this Lease shall commence at 12:01 A.M. on January 1, 2000 (the “Commencement Date”) and shall end at 11:59 P.M. on December 31, 2028 (the “Original Term”).

Section 1.3 During the term of this Lease (which will include the Original Term and any renewal terms) the Tenant will have the right to occupy and use the Premises, enjoy all the rights and privileges relating to the Premises, and receive, subject to its obligation to pay rent and make other payments as required by this Lease, all the rents and profits from the Premises.

ARTICLE II

Net Rent

Section 2.1 The Tenant shall pay to the Landlord as rent for the Premises during the original term of this Lease and any renewal terms (a) a fixed rent computed as provided in

Section 2.2, plus (b) an annual percentage rent equal to one percent (1%) of Gross Gaming Winnings computed as provided in Section 2.3, plus (c) all property and excise taxes and other impositions described in Article III.

Section 2.2 The fixed rent for the first Lease Year is $4,400,000.00. During each subsequent Lease Year the fixed rent will be equal to the product of (a) the fixed rent during the preceding Lease Year multiplied by 1.025. If this Lease terminates at a date which is not the end of a Lease Year, the fixed rent for the last Lease Year will be the sum which bears the same proportion to the rent which would be payable for a full year as the number of days in the last Lease Year bears to 365. For the purposes of this Lease, (a) the term “Lease Year” means the twelve-month period beginning on January 1, 2000 and each twelve-month period thereafter, and (b) the term “preceding Lease Year” means the Lease Year ending on the day immediately prior to the first day of the Lease Year for which fixed rent is being determined.

Section 2.3 The annual percentage rent for a Lease Year will be equal to one percent (1%) of Gross Gaming Winnings. The term “Gross Gaming Winnings” shall be computed identically to “gross revenue” as defined in Nev. Rev. Stat. § 463.0161 in effect on the Commencement Date.

Section 2.4 (a) Within thirty (30) days after the close of each calendar quarter, Landlord shall be furnished with a statement certified by the Tenant’s Controller or Treasurer setting forth the amount of the Gross Gaming Winnings so reported for the immediately preceding calendar quarter. Accompanying each such quarterly statement shall be payment of the percentage rent due for that calendar quarter.

(b) Within thirty (30) days after the close of each calendar year, Landlord shall be furnished with a statement certified by Tenant’s Controller or Treasurer of the amount of the

Gross Gaming Winnings so reported for the immediately preceding calendar year, together with an appropriate accounting setting forth the gross amount of percentage rent to which Landlord was entitled for the immediately preceding calendar year, the amounts paid to Landlord on account thereof, and the resulting balance due Landlord or the amount of overpayment which Landlord has received in the event that payments on account exceeded the percentage rent for the immediately preceding calendar year. Landlord will be paid any such balance due at the time of delivery of said certified statement, or, if there has been such an overpayment, the amount of said overpayment shall be credited against the percentage rent obligations accruing for the first or subsequent quarters of the following calendar year until such credit has been reduced to zero.

(c) In the event that the appropriate officials of the State of Nevada finally determine that Tenant’s Gross Gaming Winnings for a calendar year are different than as reported to Landlord under this Section 2.4 Tenant shall pay Landlord any balance of percentage rent due within fifteen (15) days of such final determination and shall be entitled to a credit for any overpayment against the percentage rent obligations accruing after such final determination until the credit is reduced to zero. For purposes of this subsection (c) “final determination” means after all appeals available to Tenant have been exhausted or the time for taking such appeals has expired.

(d) There shall be placed on file with the appropriate officials of the State of Nevada and remain on file, the continuous consent of Tenant or any other person permitted under this Lease to operate gaming facilities on the Premises authorizing Landlord to examine all reports and returns specifically relating to the Premises filed by Tenant or such other person with such officials.

(e) In order to permit computation of the percentage rent to be paid under this Section 2.4, the Tenant shall keep all accounting records presently or which may be hereafter required by

Nevada Gaming Statutes and Regulations (“Nevada Gaming Law”). Said accounting records shall be sufficient to furnish all of the information necessary to compute Gross Gaming Winnings. All accounting records required to be kept shall be available for inspection and copying by Landlord or it’s authorized agents, attorneys, or accountants at all reasonable times and places during the term of this Lease.

Section 2.5 The fixed rent provided by Section 2.1(a) shall be paid in equal monthly installments in advance on the first day of each month. The rent provided by Section 2.1 (c) shall be paid as provided in Article III. Within 30 days after the end of each calendar quarter the Tenant will pay to the Landlord the rent provided by Section 2.1(b).

Section 2.6 Each payment of rent will be made to the Landlord by the Tenant without demand, in good funds, at such place in the United States of America as may be designated in writing by the Landlord to the order of the Landlord or such other person as the Landlord may from time to time specify in writing. Until further notice by the Landlord, the Tenant shall pay all rent to the Landlord at Landlord’s offices located in the Premises.

Section 2.7 Because a portion of the rent is based on Gross Gaming Winnings, the Tenant must continuously operate a resort hotel, casino and related facilities (the “Enterprise”) on the Premises which are furnished, maintained, equipped and operated in a manner which makes the Enterprise competitive with other hotel-casinos at Stateline, Nevada.

Section 2.8 Except as expressly provided in this Section 2.8, Landlord and Tenant waive any claims each may have against the other with respect to the calculation and payment of rent pursuant to the Original Lease. Upon execution of this Lease, Tenant shall pay Landlord the sum of $68,000.00 as additional percentage rent for the year ended July 31, 1994.

ARTICLE III

Net Lease; Impositions and Adjustments

Section 3.1 This Lease is intended to be a net lease under which, during the term of this Lease, the rents will be absolutely net to the Landlord and the Tenant will pay all costs, expenses, obligations and impositions of every kind relating directly or indirectly in any way, foreseen or unforeseen, to the Premises. As used herein, “Impositions” means without limitation all taxes, assessments, water, storm and sanitary sewer rents, license and permit fees, and other governmental levies, charges and impositions, general and special, ordinary and extraordinary, un foreseen as well as foreseen, of every kind and nature whatsoever imposed, assessed or levied, or which may become a lien upon the Premises, at any time during the term of this Lease upon or against the Premises or any portion of the Premises, this Lease itself, the rent payable under this Lease or on the Landlord solely by reason of its ownership of the Premises or the Tenant’s use of the Premises, but not including any income, corporate franchise, unincorporated business, estate, inheritance or similar taxes which may be imposed against the Landlord or any successor in interest. The Tenant will also pay all utility charges, storm water runoff treatment system fees, and other costs related to the Premises during the term of this Lease. Except as provided in Section 3.4, the Tenant will pay all Impositions or installments of Impositions before any fine, penalty, interest or cost may be added to them, except that the Tenant may pay any Imposition in installments if permitted by law to do so, even if interest accrues on the unpaid balance of the Imposition. The Tenant will, at the Landlord’s request, provide the Landlord with evidence of payment of any or all Impositions.

Section 3.2 If the holder of any mortgage loan incurred by the Landlord in accordance with Section 18.1 (a “Permitted Fee Mortgage”) requires the Landlord to deposit with the holder

of the Permitted Fee Mortgage (a “Permitted Fee Mortgagee”) monthly or less frequently sums equal to pro-rata portions of Impositions for the then current year, the Tenant will at the request of the Landlord pay to the Permitted Fee Mortgagee the sums the Landlord is required to pay to the Permitted Fee Mortgagee as estimated Impositions. To the extent the Tenant pays estimated Impositions to a Permitted Fee Mortgagee, the Tenant will be relieved of the obligation to pay the Impositions. If a Permitted Fee Mortgagee fails to pay any Imposition for which it has received an estimated payment from the Tenant, the Tenant may, but will not be required to, pay that Imposition and credit the amount paid plus interest at the rate of 8% per annum against the fixed rent payments due under this Lease in the order in which they are due.

Section 3.3 The Landlord and the Tenant will adjust between them the payment of all Impositions as of the end of the term of this Lease, and all refunds or rebates of Impositions allocable to periods after termination of the term of this Lease, so that the Tenant will bear the cost of all portions of Impositions allocable to the term of this Lease and the Landlord will bear the cost of all Impositions allocable to periods after the term of this Lease. Allocations will be made in accordance with generally accepted accounting principles. For the purposes of this Section, a deposit by the Landlord or the Tenant of funds with a Permitted Fee Mortgagee with regard to an Imposition will be deemed to be, or to have been, payment of the Imposition to the extent of the deposit at the time the deposit is made. At any time after the commencement of the term of this Lease, the Landlord may bill the Tenant, and at any time after termination of the term of this Lease, the Tenant may bill the Landlord, for the estimated portion of the Impositions paid by the Landlord or the Tenant, as the case may be, allocable to the other party and the other party will pay the sum shown on the bill within 30 days after the bill is received. Estimates will be

based on the prior year’s Impositions. Any additional payments or refunds due after Impositions are finally determined will be made promptly upon request.

Section 3.4 The Tenant may, at its own cost, contest the amount or validity of any Imposition. The Tenant may postpone payment of an Imposition while the Tenant is contesting it if the Tenant notifies the Landlord of the postponement and (a) the postponement will not place all or a portion of the Premises in danger of being forfeited or lost, and (b) no Permitted Fee Mortgage will be put in default because of the postponement.

Section 3.5 The Tenant may at its own cost seek a reduction in the assessed valuation of the Premises for tax purposes and prosecute any action or proceeding for that purpose in the name of the Tenant, the Landlord, or both. The Tenant will be entitled to retain any tax refund resulting from a reduction in assessed valuation, except to the extent the Tenant is required by Section 3.3 to pay a portion of a refund to the Landlord.

Section 3.6 The Landlord will cooperate with the Tenant in connection with my proceedings of the type described in Sections 3.4 and 3.5, and will execute all documents, and do all other things, reasonably requested of it by the Tenant in connection with those proceedings.

Section 3.7 Landlord shall timely notify Tenant of any matter or claim which may directly or indirectly affect Tenant’s obligations or rights under this Lease.

ARTICLE IV

Option to Renew

Section 4.1 If not in default on any of its monetary obligations under Sections 2.1(a), (b) and (c), the Tenant will have the option to renew this Lease at its expiration for an additional term of 25 years (the “Second Term”). The option to renew will be exercisable by a notice from

the Tenant to the Landlord given at least one year prior to the expiration of the Original Term of this Lease.

Section 4.2 During the renewal period the Tenant will pay to the Landlord net rent computed in accordance with Articles II and III and will perform all the Tenant’s other duties and obligations under this Lease.

ARTICLE V

Use of Premises

Section 5.1 The Tenant shall use the Premises for a first-class resort hotel and casino, and uses reasonably related thereto, and for no other purpose.

Section 5.2 To the extent necessary in connection with the remodeling, expansion or operation of the improvements on the Premises, the Tenant may, with the consent of the Landlord, which will not be unreasonably withheld, cause utility easements to be created on the Premises (even if extending beyond the term of this Lease), cause streets to be widened and sidewalks to be installed, dedicate plats, cause zoning variances to be obtained with regard to the Premises, or otherwise change the zoning classification applicable to the Premises and agree to restrictions relating to the Premises in order to obtain zoning variances or changes in zoning classifications. The Landlord will execute such documents as may be reasonably necessary to perfect any easements, restrictions or other actions consented to under this Section.

Section 5.3 The Tenant will not use any portion of the Premises in any manner which violates the laws, ordinances or regulations of any governmental authority having jurisdiction over the Premises.

ARTICLE VI

Condition and Maintenance of Premises

Section 6.1 At all times during the term of this Lease, the Tenant shall, at its sole cost, maintain the Premises and the furniture, furnishings and equipment thereon in first class condition and maintain the entire Premises in a manner which complies in all material respects with all laws and regulations of all governmental authorities having jurisdiction over the Premises. The Tenant shall not at any time during the term of this Lease permit waste of the Premises or allow the Premises or the buildings included in the Premises to depreciate in value by reason of any neglect of the Tenant. At such time as any furniture, furnishings, equipment and other personal property included in the Premises must be replaced, the Tenant shall, at its sole costs, replace items to the extent replacement of such items is necessary in connection with operation of the Enterprise.

Section 6.2 The Tenant has been in possession of the Premises pursuant to the Original Lease and will be retaining possession of the Premises in the condition in which it is at date of commencement of the term of this Lease. The Tenant has executed this Lease on the basis of the Tenant’s own inspection and knowledge of the Premises and of the laws and regulations relating to the Premises, and the Tenant has not relied on any representations or warranties of the Landlord which are not expressly set forth in this Lease.

ARTICLE VII

Alterations and New Construction

Section 7.1 Landlord’s prior written consent, which will not be unreasonably withheld, will be required for those alterations to the Premises which involve:

(a) The structural soundness or fundamental purpose of the existing hotel/casino building on the Premises;

(b) Demolition of existing hotel casino buildings on the Premises except for the removal or deletion of portions to facilitate alterations otherwise permitted hereunder;

(d) Governmental conditions, requirements or land use changes which affect or may affect the Premises beyond the original term of the Lease or beyond any renewal term for which the option has been exercised; or

(e) Any of the actions by Tenant referred to in Section 5.2 of the Lease.

For purposes of this Article VII, “alterations” shall include construction of new improvements, modifications or replacement of existing improvements or any substantial parts thereof, and demolition of existing improvements or substantial parts thereof.

Section 7.2 Except as provided in Section 7.1, Tenant may undertake alterations on the Premises without Landlord’s prior written consent.

Section 7.3 Subject to the provisions of Article XXI concerning confidentiality, Tenant will provide Landlord with the details of its annual capital budget for alterations on the Premises and for furniture, fixtures and equipment to be placed on the Premises. It will further provide copies of all information relevant to such alterations on the Premises and for furniture, fixtures and equipment to be placed on the Premises estimated to cost in excess of $100,000, and which have been approved by the Board of Directors of its Affiliate. The term “affiliate” as used in this Lease shall mean any corporation which controls Tenant, is controlled by Tenant, any division of Tenant other than the Enterprise, or any corporation under common control with Tenant. For

purposes of the foregoing, control (and the correlative terms “controlled by” and “common control”) shall mean ownership of fifty percent (50%) or more of the securities having non-contingent voting power for the election of directors.

Landlord will receive a quarterly report from the Tenant on the status of approved alteration requests and approved acquisitions of furniture, fixtures and equipment for the Premises.

Section 7.4 As to Tenant’s alterations, (a) the Tenant will complete with diligence all permitted alterations on the Premises undertaken by it, (b) all alterations on the Premises will be completed in a good and workmanlike manner, in accordance with all applicable laws, ordinances and regulations, and (c) the Tenant will first obtain all required licenses and permits relating to any such alterations on the Premises.

Section 7.5 The Tenant will pay all costs of alterations, permitted under this Article during the term of this Lease, and except as otherwise provided, will be entitled to all salvage in connection with demolition or replacement (including replacing of furniture, furnishings and equipment) during the term of this Lease. Tenant shall timely notify Landlord of all demolition of portions of the Premises owned by Landlord.

Section 7.6 The Tenant will pay for all alterations in time to prevent the imposition of any workman’s or materialman’s lien upon the Premises or, if a workman’s or materialman’s lien is imposed upon the Premises because of a claim which the Tenant is contesting, within sixty (60) days of the filing of such lien the Tenant will take such measures as provided by law to cause the discharge of the lien, including obtaining a bond therefor.

ARTICLE VIII

Pedestrian Separation

If required by any governmental authority having jurisdiction, Tenant shall cooperate in the design and construction of and shall pay up to fifty percent (50%) of the cost of constructing a pedestrian walkway under or over U.S. Highway 50 between the Premises and the Lake Tahoe Horizon, and the Landlord shall cooperate in the same.

ARTICLE IX

Insurance

Section 9.1 At all times during the term of this Lease, the Tenant will, at its own costs and expense:

(a) Keep all buildings and other improvements on the Premises insured against loss or damage by fire, and all risk of direct physical loss, including flood, earthquake, boiler explosion and machinery breakdown, in an amount or amounts at least sufficient to (i) insure that if any buildings or improvements are substantially destroyed the proceeds of the insurance will be sufficient to pay for removal of all remnants of the destroyed buildings or improvements, and (ii) provide at least 100% of the replacement cost of the buildings, improvements and furniture, furnishings and equipment included in the Premises, and (iii) comply with the requirements of any Permitted Fee Mortgage to which this Lease is subordinate, and (b) Keep in force general public liability insurance naming the Landlord and the Tenant as insureds in the amount of $10,000,000, or such greater amount as is customary for a property in Douglas County, Nevada, used for the purposes for which the Tenant uses the Premises.

Section 9.2 If the estimated cost of any alteration or new construction will be more than $1,000,000, during the period of construction the Tenant will maintain, at its own cost and expense, or cause contractors to maintain at their cost and expense,

(a) completed value builders risk insurance for the Premises, including building materials on the Premises, with all standard extended coverage, in an amount not less than the Tenant’s estimate of the cost of construction; and

(b) workmen’s compensation insurance covering the contractor’s and owner’s full liability.

Section 9.3 All insurance required by this article will insure the Landlord and the Tenant as their respective interest may appear and in the case of insurance against damage to the Premises, will, if requested by the Landlord, also insure the interest of the holder of any Permitted Fee Mortgage and provide that proceeds, if any, will be payable to the Landlord, the Tenant, and/or the Permitted Fee Mortgagee, as their respective interests may appear.

Section 9.4 All insurance will be with companies rated at least AA in Best’s Key Rating Index and authorized to do business in the State of Nevada. The Tenant may carry any insurance required by this Article in a blanket policy carried by it or an affiliate. To the extent obtainable each policy under which insurance coverage is obtained in order to comply with this Section will provide that it may not be canceled without thirty days’ prior written notice to the Landlord. If such a provision cannot be obtained, the Tenant will, at the request of the Landlord, provide the Landlord with proof of each premium payment made with regard to each policy when the payment is made.

Section 9.5 If there is a loss, the Landlord and the Tenant will cooperate in efforts to recover any insurance proceeds which may become due.

Section 9.6 Except as otherwise expressly provided, no damage or destruction of any portion of the Premises by fire or any other cause will cause an abatement of rent or in any other way affect the obligations of the Tenant under this Lease. If any building which is part of the Premises is wholly or partially destroyed by fire or other casualty, the Tenant shall continue to utilize any such building for the operation of the Enterprise to the extent that it is practicable to do so from the standpoint of good business practices. If, as a result of such a casualty, Tenant is unable to use twenty-five percent (25%) of the hotel-casino building on the Premises, the rent provided for in Section 2.1(a) shall be equitably abated in the proportion that the area of the unused part of the hotel-casino building bears to the whole area of that building. If, as a result of such a casualty, Tenant is unable to use forty percent (40%) of the parking spaces in the parking structure on the Premises, the rent provided for in Section 2.1(a) shall be equitably abated in the proportion that the unused parking spaces bear to all of the parking spaces on the Premises. Nothing in this Section shall be construed to abate or diminish the payment, and duty to make payment, by Tenant of rent required by Section 2.1(b), Section 2.1(c) and of its other monetary obligations contained in this Lease. The Tenant will at its own expense and with diligence make any repairs necessary to restore the Premises to at least as good condition as it was in immediately prior to the damage or destruction, whether or not the cost of those repairs is reimbursed by insurance. The net proceeds of insurance resulting from any property damage or destruction (after collection of expenses, if any) will be paid to the Tenant, which will apply the proceeds to reimburse itself for the cost of repairs, and will retain any excess. The abatement of rent provided for herein will continue until the earlier of the date when Tenant’s use of the Premises exceeds the threshold which allows the abatement of rent in the first instance, or until

the date by which Premises could have been restored had such restoration proceeded with diligence.

Section 9.7 Within 30 days after the Commencement Date and thereafter at least ten (10) days prior to the expiration date of any expiring policy of insurance maintained to meet the requirements of this Lease, the Tenant will furnish the Landlord a certificate or memorandum of each policy of insurance maintained to comply with this Article.

Section 9.8 The Landlord and the Tenant each waives as to the other and its agents and employees all claims and rights of recovery for any damage to the Premises (whether or not the damage was the fault of the Landlord or the Tenant or its agents and employees) to the extent, but only to the extent, of any proceeds recoverable under policies of insurance required to be maintained under this Lease (including proceeds of coverage in excess of the minimum amounts required by this Lease). The Tenant and the Landlord each waives as to its insurers, and will use its best efforts to cause each policy of insurance maintained by it which relates to the Premises to include a waiver of any rights or claims against the other by reason of subrogation, assignment of claim or otherwise.

Section 9.9 If any type or amount of insurance Tenant is required by Landlord to maintain hereunder ceases to be generally available for properties similar to the Premises, Tenant will not be required to maintain that type or amount of insurance but will maintain the most nearly comparable insurance which is generally available for properties similar to the Premises.

ARTICLE X

Right of First Refusal to Purchase

Section 10.1 If the Landlord receives a bona fide offer to purchase the Premises or the Landlord’s rights under this Lease (other than solely as security for indebtedness which the

nuiord in good faith intends to repay), or subject to the provisions of Article XV, if the Tenant receives a bona fide offer to purchase the Tenant’s rights under this Lease, and the party which receives the offer (the “Selling Party”) is willing to accept the offer, the Selling Party will comptly give the other party (the “Other Party”) a written notice of the offer (a “Notice offer”), including its terms, a statement that the Selling Party is willing to accept the offer, and to identity of the offeror, and the Other Party will have the option (the “Matching Option”), exercisable by a notice in writing given to the Selling Party not later than 60 days after the elling Party gives the Other Party the Notice of Offer, to purchase the Premises, or the, andlord’s or the Tenant’s rights under this Lease, as the case may be, on the terms set forth in the Notice of Offer, except that if the consideration to be paid is to be other than cash, the Other Party may pay the Selling Party cash with a value equal to the consideration specified in the ce of Offer. The Selling Party may not complete the transaction described in the Notice of Offer unless and until the Matching Option expires unexercised. If the Other Party does not exercise the Matching Option before it expires, the Selling Party may for six months after the Matching Option expires, sell the Premises or assign its rights under this Lease, as specified in the Notice of Offer, to any person on terms not more favorable to the purchaser than those set forth in the Notice of Offer.

Section 10.2 If the Other Party exercises a Matching Option, the closing of the sale of the Premises or the assignment of the Landlord’s or the Tenant’s rights under this Lease, as the case may be, from the Selling Party to the Other Party will take place at the Enterprise at 11 o’clock A. M. on a day specified by the Other Party in the notice of exercise of the Matching Option, which will be not later than 120 days after the notice of exercise of a Matching Option is given.

that closing:

(a) The Other Party will deliver to the Selling Party such other payment or consideration s may be required upon exercise of the Matching Option.

(b) The Tenant will make all payments of rent and other payments to the Landlord due to have been paid prior to the date of the closing.

(c) The Selling Party will deliver to the Other Party either (i) a Grant Bargain and Sale eed transferring to the Other Party title to the Premises free and clear of any liens or encumbrances other than liens and encumbrances which arise after the date of this Lease as a result of acts of, or with the consent of, the Tenant, and (ii) a bill of sale and such other documents as may be required to transfer to the Tenant all the personal property owned by the andlord with is included in the Premises at the time of transfer or (iii) if the option relates to an assignment of the Landlord’s or the Tenant’s rights under this Lease, such documents of ignment, financing statements, and other documents as are necessary to perfect that assignment.

Section 10.3 If the term of this Lease terminates for any reason, the provisions of this Article X will terminate simultaneously with termination of the term of this Lease.

ARTICLE XI

Default

Section 11.1 Subject to the provisions of any applicable law in effect at the time, each of he following events will be an Event of Default under this Lease:

(a) The Tenant fails to pay any rent required by Sections 2. 1(a), (b), or (c) by 20 days after notice from the Landlord, except that if in any calendar year the Landlord gives two notices of default in payment, any subsequent failure in that calendar year to pay rent within 20 days after s due will be an event of default without any notice from the Landlord.

(b) The Tenant fails to perform or comply with any of the other terms, covenants, reements or conditions contained in this Lease and the failure continues for more than 30 days ter the Landlord notifies the Tenant in writing of the failure, except that if the failure cannot be tred within 30 days, there will not be an Event of Default if within the 30 day period the Tenant gins to cure the failure, and thereafter the Tenant proceeds diligently to cure it. Provided, owever, there shall be no grace period for a failure to perform the duty imposed on the Tenant y Section 9.1.

(c) The Tenant files or consents to the filing of any petition seeking debtor’s relief or a etition seeking relief is filed against the Tenant and not dismissed within 60 days.

Section 11.2 If there is an Event of Default under this Lease (regardless of the pendency of any proceeding which has or might have the effect of preventing the Tenant from complying the terms of this Lease), the Landlord may at any time while the situation which constitutes an Event of Default continues, exercise any one or more of the following remedies:

(a) The Landlord may terminate this Lease by a notice in writing to the Tenant on a date (the “Early Termination’ Date”) specified in the notice (which may be the date the notice is given), without any further right by the Tenant to reinstate its rights by paying any rent or other sum which is due or otherwise curing the situation which constituted an Event of Default. On the Early Termination Date the term of this Lease will terminate as fully and with the same effect as if that were the last day of the term of this Lease specified in Article I and IV , the Tenant shall immediately surrender possession of the Premises to the Landlord, the Tenant will have no further rights under this Lease, and the Landlord will immediately become entitled to receive damages from the Tenant equal to the difference between (i) the aggregate rent for the balance of term (not including subsequent renewal periods), discounting all future payments at 9% per

urn, and (ii) the fair net lease rental value of the Premises for the balance of the term (not including subsequent renewal options) based on discounting all future payments at 9% per annum . In addition, upon termination of this Lease under this subsection, the Landlord will be entitled to recover from the Tenant (i) any cost of repairing the Premises to first class condition, normal wear and tear excepted, less any insurance or other proceeds available to the Landlord for that purpose,. (ii) all rent and other sums due up to the Early Termination Date, and (iii) any reasonable costs, including but not limited to reasonable attorneys’ fees, incurred by the Landlord in recovering possession of the Premises.

(b) With or without terminating this Lease, as the Landlord may elect, the Landlord may reenter and repossess the Premises and lease it to any other person upon such terms as the Landlord may deem reasonable, for a term or terms which may be longer or shorter than the term this Lease, provided however, that the Landlord has a duty to mitigate its damages to the extent reasonably possible to do so. Any reletting with regard to periods prior to the termination of this Lease will be for the account of the Tenant. The Tenant will remain liable for (i) all rent and other sums which would be payable under this Lease by the Tenant in the absence of the repossession, less (ii) the net proceeds, if any, of any reletting effected for the account of the Tenant, after deducting all the Landlord’s expenses in connection with the reletting (including, but not limited to, repossession costs, brokerage commissions, reasonable attorneys’ fees and other legal expenses, employee expenses, reasonable alteration costs, and other expenses of preparation for reletting).

(c) If any portion of the Premises is sublet or leased by the Tenant to others, during the continuance of the situation which constitutes the Event of Default, the Landlord may, as the tenant’s agent, collect rents due from any sub-tenant and apply those rents to the rent and other

ns the Tenant is required to pay under this Lease, without in any way affecting the Tenant’s remaining obligations under this Lease. This agency is being given for security and is hereby declared to be irrevocable.

Section 11.3 If the Landlord terminates this Lease or relets the Premises as provided in subsection (a) and (b) of Section 11.2, the Landlord may remove the Tenant, all persons claiming under the Tenant, (except subtenants with space leases for five (5) years or less), and their respective property, from the Premises, and store that property in a public warehouse or elsewhere at the cost of, and for the account of, the Tenant, without service or notice or resort to legal process (all of which the Tenant expressly waives) and without being deemed guilty of trespass or becoming liable for any resulting loss, damage or injury.

Section 11.4 The Tenant waives, for itself and all persons claiming under or through it, all rights under present or future law to redeem any portion of the Premises or otherwise reinstate this Lease if the term of this Lease is terminated or the Landlord takes possession of the Premises in accordance with this Article XI.

Section 11.5 The remedies in this Article XI are intended to be cumulative, except that the remedy in Section 11.2(a) is exclusive of any other remedy. No remedy made available to the Landlord in this Article XI is intended to preclude the Landlord from using any other remedy provided in this Lease or by law.

Section 11.6 No waiver by the Landlord of, or failure of the Landlord to seek a remedy for, any breach by the Tenant of any of its obligations under this Lease will be a waiver of any subsequent or continuing breach of that or any other obligation.

ARTICLE XII

Landlord’s Covenant of Quiet Enjoyment

Section 12.1 Landlord covenants, warrants and represents that it has full right and power to execute and perform all of the provisions of this Lease and to grant the estate demised herein; and covenants that, so long as there shall be no default under this Lease, Tenant shall peaceably and quietly have, hold and enjoy the Premises and all of the tenements, hereditaments and appurtenances thereunto belonging during the full term of this Lease.

Section 12.2 The Tenant will not have the right to terminate this Lease because of any breach by the Landlord of a warranty or covenant contained in this Lease unless the situation which constitutes a breach materially interferes with the Tenant’s ability to operate the Enterprise in Tenant’s usual and customary manner. The Tenant’s sole remedy for any other breach will be obtain reimbursement for the cost, including reasonable attorneys’ fees, of correcting the situation which constitutes a breach or, if that situation cannot be corrected, a reduction in the fixed rent proportionate to the resulting reduction in the value of the Premises caused by that situation.

ARTICLE XIII

Recording

Section 13.1 Simultaneously with the execution of this Lease, the Landlord and the Tenant will agree upon, execute, acknowledge and deliver to each other a Memorandum of Lease and Purchase Option in form suitable for recording in the office in Douglas County, Nevada, in which such records are kept, which sets forth the names of the Landlord and the Tenant, a description of the Premises, the term of this Lease, and the provisions of Article X relating to the , lan dlord’s and the Tenant’s rights of first refusal and other such provisions, if any, as may be

required under the laws of the State of Nevada to permit the recording of the Memorandum and to make it effective to make this Lease and the Matching Options superior to any subsequently recorded document of title or mortgage relating to the Premises to which this Lease is not expressly subordinated. Either the Landlord or the Tenant may at any time after the Commencement Date, record the Memorandum of Lease and Purchase Option in the office in Douglas County, Nevada, in which records relating to title to real property are kept.

ARTICLE XIV

Termination of Lease

Section 14.1 Upon the termination of this Lease, whether by lapse of time or otherwise, the Tenant will at once surrender the Premises to the Landlord in the condition in which they are required to be kept under this Lease, and the Landlord and the Tenant will have no further ligations under this Lease, except the Tenant’s obligation to pay rent for periods prior to the termination of this Lease and the Tenant’s obligations on termination of this Lease set forth in Article XIV and in Sections 14.4 through 14.8.

Section 14.2 All buildings and improvements which are fixtures when they are surrendered will belong to the Landlord and the Landlord will not be required to pay any compensation for therein.

Section 14.3 Tenant shall surrender to Landlord all keys to or for the Premises and inform Landlord of all combinations of locks, safes and vaults, if any in the Premises. Tenant shall offer to sell to Landlord all furniture, furnishings, equipment and other items of personal property which are not fixtures placed in or on any portion of the Premises by the Tenant during the term of this Lease for a price not to exceed its book value at termination of the Lease. Such offer shall be made in writing at least thirty (30) days prior to termination of the Lease. If

Landlord does not accept Tenant’s offer, Tenant, at its expense, shall promptly remove all such personal property of Tenant, repair all damage to the Premises caused by such removal and restore the Premises to the condition which existed prior to the installation of the property so removed. Any personal property of Tenant not removed within ten (10) days following the expiration or earlier termination of the Lease shall be deemed to have been abandoned by Tenant and to have become the property of the Landlord, and may be retained or disposed of by Landlord, as Landlord shall desire. Tenant’s obligation to observe or perform the covenants set forth in this Section shall survive the termination of this Lease.

Section 14.4 Except as expressly stated below and subject to all required gaming and regulatory approvals, the Enterprise will in all respects be operated for the Tenant’s benefit until the time when this Lease terminates and for the Landlord’s benefit after that time. The Tenant will retain all cash and cash items (including, but not limited to, trade acceptance, bills of change, checks, drafts and notes) and all accounts receivable, including, but not limited to, city and guests ledgers, and time accounts receivable from travel agents, on hand at that time. The Landlord will cooperate with the Tenant in the collection of all accounts receivable, notes and similar items, and will permit representatives of the Tenant to enter the Premises and use its facilities from time to time during reasonable business hours after the termination in connection with the collection of those accounts receivable, notes and similar items.

Section 14.5 Except as specifically provided below, the following items will be apportioned as of 12:01 a.m. on the date this Lease terminates:

(a) All prepaid rents, all deferred rents, as and when collected, all prepaid guest charges, and all charges due from guests and other occupants, as and when collected. Guest room revenues for the night which begins on the day before the date of termination, whenever received,

will belong to the Tenant. Any deposits held by the Tenant under leases relating to space on the Premises which continue on or after the date of termination, will be paid over, and belong, to the Landlord, which will to the extent, but only to the extent, of the deposits received by the Landlord, be responsible for returning all or portions of these deposits in accordance with the applicable leases or agreements;

(b) Charges and fees due or prepaid under telephone contracts and contracts for petroleum products, electricity and lighting. All deposits made by the Tenant under public service contracts (whether paid before or after the date of this Lease) will remain on deposit after the termination date, for the benefit of the Landlord, and will be credited to the Tenant;

(d) Charges and receipts under all hotel contracts (other than union or employment contracts);

(e) Charges and fees paid or payable for transferable licenses and permits;

(f) Advance payments under booking agreements for the Enterprise’s facilities;

(g) Prepaid advertising expenses and outstanding due bills and similar items paid prior to the date of termination, or consented to by the Landlord;

(h) Fees and expenses for music and other broadcasting rights, trade association dues and trade subscriptions, coin machine income, telephone and washroom and checkroom income;

(i) Commissions of credit and referral organizations;

(j) Such other items as are customarily adjusted upon the sale of a similar enterprise.

In making apportionments, all prepaid rents, prepaid guest charges, and similar items will be prorated on the basis of the number of days of occupancy before and after the termination

date, except that, with regard to guest room revenues the Tenant will get credit for revenues allocable to the night which begins on the day before the termination date. All other charges and expenses will be prorated on the basis of unit costs or, if this is not practicable, on the basis of the number of days before and after the date of termination.

Section 14.6 The Tenant’s cost of the food and beverage inventory at the Enterprise and the Tenant’s book value of the china, silverware, glassware, linens, uniforms, paper products, bathroom, laundry and cleaning supplies, other hotel supplies and similar items (together “Inventory Items”) at the Enterprise at 12:01 a.m. on the date of termination, will be determined by representatives of the Landlord and of the Tenant. The Landlord will be deemed to have acquired and owned all the Inventory Items on hand at the Enterprise at 12:01 a.m. on the date of termination, and the Landlord will pay the Tenant the Tenant’s cost or book value for those items as the case may be.

Section 14.7 At 12:01 a.m. on the date of termination, all the Tenant’s chips which are on tables or in the casino cashier’s cage at the Enterprise will be removed and the Landlord will place its chips on the tables and in the cashier’s cage. Pursuant to applicable state law, Tenant may elect the location at which its chips will be redeemed for 90 days after the date of termination or such other period as may be required by law. Landlord agrees, upon request by Tenant, to redeem Tenant’s chips at the Premises. The Tenant will, promptly upon request, purchase from the Landlord at their face value any of the Tenant’s chips redeemed by the Landlord.

Section 14.8 The net amount of the adjustments provided for in Section 14.5 and the purchase price of the Inventory Items provided for in Section 14.6 will be paid by check by the

Landlord to the Tenant, or by the Tenant to the Landlord, within ten days after the amount is computed.

ARTICLE XV

Assignment

Section 15.1 Subject to the provisions of Article X, and except as provided in Section 15.5, Tenant may assign or transfer this Lease or sublease the Premises or any material segment thereof by paying Landlord an assignment fee equal to the amount of the fixed rent for the Lease Year in which the assignment takes place. Provided however, the Tenant may at any time sublease or provide other contractual rights to use the Premises to stores, restaurants and athletic facilities for terms not longer than the Original Term or for any renewal term for which the option to renew has been exercised of this Lease without such payment. Except as provided in this Section 15.1, subject to Article X, the Tenant may assign or transfer this Lease or sublease the Enterprise or any material segment thereof without the prior written consent of the Landlord. If an assignee or transferee of this Lease agrees in writing to be obligated to the Landlord to fulfill all the obligations of the Tenant under this Lease, Landlord will consent in writing to release Tenant from any further obligations under this Lease, except that, unless the net worth of the assignee or transferee at the end of its fiscal year prior to the one in which the assignment or transfer took place is equal at least to the product of the fixed rent for the Lease Year in which the assignment or transfer takes place multiplied by twenty, the Tenant will not be released from its monetary obligations hereunder.

Section 15.2 On Tenant’s assignment or transfer of this Lease or its subletting of the entire Enterprise or any material segment thereof the rent for each Lease Year provided for in Sections 2.1(a) and 2.1(b) will be, at the election of Landlord to be exercised within the time

provided in Section 10.1 for exercising its right of first refusal, either (a) the fixed and percentage rent computed in accordance with Sections 2.2 and 2.3 or (b) the highest total fixed and percentage rent paid by Tenant in any of the 5 Lease Years preceding the Year of assignment, transfer or subletting, increased annually by the lower of five percent (5%) or based on the Consumer Price Index for all Urban Wage Earners and Clerical Workers, United States City Average, All Items, published by the Bureau of Labor Statistics of the United States Department of Labor using the period 1982-1984=100 as the base period (the “Consumer Price Index”), and computed as provided in Section 15.3 and paid as provided in Section 15: 4.

Section 15.3 If the Landlord elects to have the rent computed as provided in Section 15.2 (b), the rent shall be computed by dividing the highest total fixed and percentage rent paid by Tenant in any of the 5 Lease Years preceding the year of assignment, transfer, or subletting by the index number for December of the Lease Year for which that fixed and percentage rent was paid and then multiplying that quotient by the index number for the month of December of the Lease Year preceding the Lease Year in question. In the event that the Bureau of Labor Statistics shall change the cycle for publication of the Consumer Price Index described above, so that no index number is published for the month in question, then the index number for the nearest month before the month in question shall be substituted. If the Bureau of Labor Statistics changes the Consumer Price Index described above so that no index is published, then the most nearly comparable index published shall be substituted.

Section 15.4 The rent provided for in Section 15.3 will be paid in equal monthly installments in advance on the first day of each month and will be deemed rent payable under Section 2.1 (a) and (b).

Section 15.5 Without payment of the assignment fee referenced in Section 15.1, the Tenant may at any time assign this Lease to (a) a corporation all of whose stock is owned directly or indirectly by Park Place Entertainment Corporation, Caesars World, Inc. or Desert Palace, Inc., including their parent, subsidiary and affiliate corporations, or (b) to a corporation or entity which is the successor to Park Place Entertainment Corporation as a result of a merger or consolidation with Park Place Entertainment. Assignment of this Lease by the Tenant to such a corporation will not relieve the Tenant of its obligations under this Lease.

ARTICLE XVI

Indemnification

Section 16.1 The Tenant will indemnify the Landlord against, and hold the Landlord harmless from, (i) any and all claims arising from the use or management of the Premises or from any work or other things done (other than by the Landlord) on the Premises during the term of this Lease, including, but not limited to, all Impositions and utility charges relating to the term of this Lease, (ii) any and all claims for loss or damage arising during the term of this Lease from the condition of any building included in the Premises or any street, curb or sidewalk adjoining the land included in the Premises, or any vaults, tunnels, passageways or space in or appurtenant to the Premises, or arising from a failure by the Tenant to fulfill any of its obligations under this Lease, or arising from any other cause, except the willful act of its agents, contractors, servants or employees, and (iii) all liabilities, costs and expenses, including reasonable attorney’s fees, incurred in connection with any such claim or any action or proceeding brought with regard to any such claim. If any action or proceeding is brought against the Landlord by reason of any such claim, the Landlord will promptly notify the Tenant of the commencement of the action or

proceeding and will offer the Tenant the opportunity to assume the defense of the action or proceeding.

Section 16.2 Landlord will indemnify Tenant against and hold Tenant harmless from any and all claims, including costs, expenses and reasonable attorney’s fees arising out of Landlord’s breach of this Agreement.

ARTICLE XVII

Condemnation

Section 17.1 If at any time during the term of this Lease any portion of the Premises is taken by any authority by the exercise of any right of eminent domain or in any condemnation proceeding, or by agreement between the Landlord, the Tenant and those authorized to exercise such right, the Tenant will give the Landlord prompt notice of the occurrence, describing the nature and extent of the taking or the nature of the proceedings and negotiations and the nature and extent of the taking which might result from them as the case may be. Subject to the prior rights, if any, of Permitted Mortgagees, the Landlord will receive all awards and other compensation for the taking, except that if the laws of the State of Nevada permit compensation for termination of business of a tenant which is in addition to, and will not reduce, the awards and other compensation to the Landlord, the Landlord will cooperate in attempting to have the compensation include an award for termination of the business being conducted on the Premises, and the Tenant will be entitled to receive that portion of the compensation for the taking.

Section 17.2 If a portion, but not all, of the Premises is taken or condemned, the Landlord will promptly make such repairs as are necessary to make each building which is part of the Enterprise a whole architectural unit whether or not the cost exceeds the net proceeds of the condemnation award. Any excess will be retained by the Landlord. If Landlord does not fulfill its

obligation to repair, Tenant may make such repairs as are necessary to make each such building which is a part of the Enterprise a whole architectural unit and may recover its costs from fixed rent and percentage rent in the order in which they are due. If a taking reduces the number of guest rooms by more than 25%, or includes more than 25% of the gaming floor space which cannot be reasonably reestablished, the taking may, at the election of the Tenant, exercised by a notice in writing to the Landlord given within 60 days after legal title to the portion of the Premises passes to the governmental authority, be considered a taking of the entire Premises to which Section 17.3 will apply. There shall be no abatement of rent for any taking which is not considered a taking of the entire Premises.

Section 17.3 If the entire Premises is taken or condemned, this Lease will terminate as of the date the governmental authority takes possession of the Premises, with the same force and effect as though that were the date specified in Article I or Article IV.

ARTICLE XVIII

Fee Mortgages

Section 18.1 During the term of this Lease the Landlord will not place any mortgage on, or security interest in the Premises. or permit any mortgage on, or security interest in, the Premises to exist except (a) mortgages which by their terms are subordinate to this Lease and (b) other secured loans consented to in writing in advance by the Tenant.

ARTICLE XIX

Leasehold Mortgages

Section 19.1 The Tenant may at any time or times mortgage or otherwise encumber its rights as Tenant under this Lease for purposes of alterations to the Premises as defined in Article VII; provided that any such mortgage or encumbrance shall contain a provision granting

Landlord the right and option, exercisable by written notice within the 30-day period following the recordation of a notice of default, to purchase the Leasehold Mortgagee’s position for cash in an amount equal to the entire balance of principal and interest due and owing by tenant and providing further that Landlord shall have 90 days after the recordation of a notice of default in which to complete said purchase.

Section 19.2 Subject to the provisions of Article X, the Landlord will be deemed to have expressly consented to the assignment of this Lease to any person who purchases this Lease and the rights created by it at a sale resulting from foreclosure or an assignment in lieu of foreclosure, of a mortgage on, or other security interest in, the Tenant’s rights under this Lease (a “Leasehold Mortgagee”).

Section 19.3 If the Landlord gives any notice of default or termination to the Tenant, the Landlord will send a copy of the notice to each person of whom the Landlord has received written notice who holds a Leasehold Mortgage (a “Leasehold Mortgagee”) at as nearly as possible the same time as the notice is given to the Tenant, at the address specified in writing to the Landlord in the notice of the existence of the Leasehold Mortgage. In no event may the Landlord give a notice of termination to the Tenant unless a copy of the prior notice of default, if any, has been given to each Leasehold Mortgagee as provided in this Section and in time to permit the Leasehold Mortgagee to cure the default as provided in Section 19.4.

Section 19.4 The Landlord will accept performance by any Leasehold Mortgagee of any obligation of the Tenant under this Lease with the same effect as though timely performed by the Tenant, if performance by the Leasehold Mortgagee is lawful and occurs within the following time periods:

(a) With regard to any payment of rent or any other sum of money due under this Lease from the Tenant, within 10 days after notice of the default in payment is given to the Leasehold Mortgagee; and

(b) As to all other defaults, within 30 days after notice of the Tenant’s default is given to the Leasehold Mortgagee. Any default of a type which cannot with due diligence be cured within 30 days will, for the purposes of this Section, be deemed cured by the Leasehold Mortgagee if within the 30-day period the Leasehold Mortgagee undertakes in writing to the Landlord to cure the default and thereafter proceeds diligently to cure it. If the event of default specified in a notice of default or termination is one of the events specified in Sections 11. 1 (c) or 23.7 the default will be deemed cured if the Leasehold Mortgagee notifies the Landlord within 30 days after the notice of the Tenant’s default is given to the Leasehold Mortgagee that the Leasehold Mortgagee intends to foreclose its Leasehold Mortgage, the Leasehold Mortgagee proceeds diligently to foreclose the Leasehold Mortgage, the Leasehold Mortgagee or its designee in fact acquires the rights of the Tenant under this Lease, and all other obligations of the Tenant under this Lease are . fulfilled as provided in this Section.

Section 19.5 While there exists an unpaid Leasehold Mortgage of which the Landlord has received written notice, this Lease will not be modified or amended, and the Landlord will not accept a voluntary termination of this Lease or a surrender of the Premises, without the prior written consent of the holder of each such Leasehold Mortgage.

Section 19.6 The Tenant may add the name of any Leasehold Mortgagee as an insured party under any insurance policy the Tenant is required to obtain under this Lease if it is specified in the Leasehold Mortgage or another document that the proceeds of the insurance are to be divided as provided in this Lease.

Section 19.7 If following foreclosure of a Leasehold Mortgage of all the Tenant’s rights under this Lease, a Leasehold Mortgagee or its designee asks the Landlord to enter into a lease of the Premises with the Leasehold Mortgagee or its designee for the remainder of the term of this Lease, the Landlord will enter into a new lease with the Leasehold Mortgagee or its designee for the remainder of the term of this Lease, at the rent provided in this Lease and containing all the other terms and provisions of this Lease relating to periods after commencement of the term of the new lease, including, but not limited to, the provisions of Article X, subject to the existing rights of any other person to possession of all or a portion of the Premises, if

(a) at the time the new lease is executed, all rent, Impositions and utility charges the Tenant is required to pay under this Lease to the date the new lease is executed have been paid by the Tenant, the Leasehold Mortgagee or its designee;

(b) in case any of the Tenant’s other obligations in this Lease have not been fulfilled, the Leasehold Mortgagee or its designee agrees at the time the new lease is executed that failure to fulfill those obligations within the time and in the manner specified in this Lease will constitute an event of default under the new lease;

(c) the Leasehold Mortgagee or its designee pays the Landlord at the time of execution of the new lease an amount equal to all previously unreimbursed expense, including reasonable attorneys’ fees, incurred by the Landlord because of any prior defaults by the Tenant; and

(d) the new lease will be made subject to the rights, if any, of the Tenant under this Lease.

Section 19.8 Upon request by the Tenant the Landlord will execute, acknowledge and deliver to any Leasehold Mortgagee an agreement, prepared at the Tenant’s expense, in which the Landlord agrees as between the Landlord and the Leasehold Mortgagee to all the provisions of this Article XIX.

ARTICLE XX

Certificates

Section 20.1 At any time and from time to time on not less than ten (10) days’ prior notice by the Landlord, the Tenant will execute, acknowledge and deliver to the Landlord or the holder of any Permitted Fee Mortgage a statement in writing certifying that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect as modified and describing the modifications) and stating (a) whether there are any offsets or defenses on the part of the Tenant, (b) the dates to which the net rent, Impositions and other charges have been paid in advance, if any, and (c) whether to the best knowledge of the signer of the certificate the Tenant or the Landlord is in default. in performance of any obligations under this Lease and, if so, specifying each such default. It is intended that any such statement may be relied upon by a prospective purchaser of the Premises or by a Permitted Fee Mortgagee.

Section 20.2 At any time and from time to time on not less than 10 days’ prior notice by the Tenant or a Leasehold Mortgagee, the Landlord will execute, acknowledge and deliver to the Tenant or the holder of such mortgage, as the case may be, a statement in writing certifying that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the Lease is in full force and effect as modified and describing the modifications) and stating (a) the dates to which the net rent, Impositions and other charges have been paid in advance, if any, and (b) whether or not to the best knowledge of the signer of the certificate the Tenant is in default in performance of any obligations under this Lease, and, if so, specifying each such default. It is intended that any such statement may be relied upon by a prospective purchaser of the Tenant’s interest in this Lease or a prospective assignee of a mortgage.

ARTICLE XXI

Confidentiality

Section 21.1 Landlord and Tenant agree, on their own behalf and on behalf of their counsel, shareholders, and employees, and any other person who has acquired or may acquire knowledge of the matter through it or its counsel, to maintain the confidentiality of the information each receives from the other pursuant to the provisions of this Lease and not to disclose the same except as may be required by law or under compulsion of a lawful order and to resist by all legitimate means any attempt of any kind whatever to compel disclosure or otherwise breach the confidentiality requirements of the terms of this Lease.

Section 21.2 Landlord and Tenant each agree to give the other timely notice and opportunity to oppose any such attempt to compel disclosure and, even as to disclosures required by law or under compulsion of a lawful order, will give timely notice thereof to the other, and will cooperate with counsel for the other in resisting any such disclosures beyond the requirements of law.

Section 21.3 Landlord and Tenant each agree that it will not disclose the confidential information to its officers, agents, employees, auditors or bankers other than those who have a need to know such information in order to perform their duties, and that the obligations of confidentiality hereunder shall extend to those to whom any such disclosure is made, provided, however, Landlord and Tenant shall each use its best efforts to obtain confidentiality agreements containing the above commitments from its officers, agents, employees, auditors or bankers prior to any such disclosures, provided however, that failure to do so will not relieve Landlord or Tenant of its obligations under Article XXI.

Section 21.4 The provisions of this Article shall not apply to information which (i) becomes generally available to the public other than as a result of a disclosure by Landlord or Tenant, its counsel, shareholders, employees, agents, or advisors, or (ii) becomes available to the Landlord or Tenant, its counsel, agents or advisors on a non-confidential basis from a source other than the Tenant or Landlord as the case may be, provided that such source has a legal right to make such disclosure.

Section 21.5 The provisions of Article XXI do not apply to any information required to be made public in Park Place Entertainment Corporation filings made pursuant to the United States Securities and Exchange Commission statutes and regulations.

ARTICLE XXII

Discharge of Liens

Section 22.1 Except as expressly permitted by this Lease, the Tenant will not create or permit to exist any lien or other encumbrance on the Premises resulting from any acts or omissions by the Tenant. If as a result of the failure of the Tenant to pay any Imposition which the Tenant is required by this Lease to pay, to make any payment to a contractor or sub-contractor which the Tenant is required by this Lease to make, or to make any other payment, a lien is placed upon the Premises and Tenant fails to take the measures required in Section 7.6, the Landlord may, but will not be required to, pay such sum as is required to obtain discharge of the lien, or obtain the discharge of the lien by deposit or bonding. If the Landlord does that, the Tenant will pay the Landlord, promptly on demand as additional rent under this Lease, the entire sum spent by the Landlord plus the Landlord’s reasonable expenses, including reasonable attorneys’ fees, in connection with obtaining discharge of the lien.

ARTICLE XXIII

Licenses

Section 23.1 The Landlord and the Tenant will each use its best efforts to at all times maintain, all licenses and permits each of them is required to have to enable the Tenant to operate the casino in the Enterprise. The Landlord and Tenant will each cooperate fully with the other in efforts by the other to obtain and maintain the licenses and permits referred to in this Section, and the Landlord will cooperate fully with the Tenant in efforts by the Tenant to obtain and maintain licenses and permits necessary to enable the Tenant to serve alcoholic beverages on the Premises and to do any other things which may be appropriate in connection with the operation of the Enterprise.

Section 23.2 The Landlord will not sell the Premises, or any portion of it, or assign any of the Landlord’s rights under this Lease, until the purchaser or assignee has received all licenses and permits necessary to enable the Tenant to continue operating the casino in the Premises notwithstanding the sale or assignment.

Section 23.3 In the event that the Landlord loses any license required to enable Tenant to operate a casino in the Enterprise, including any license required for Landlord to receive percentage rent under Section 2.1(b) then, subject to the provisions of Article X of this Lease and provided it is consistent with applicable law or order of any regulatory authority, Landlord shall have a period of one year from the date of said loss in which to sell the Premises. If Landlord under applicable law or order of any regulatory authority does not have a period of one year to sell the Premises, or if Landlord fails to sell the Premises during that one year period or such lesser period of time as is allowed by applicable law or order of any regulatory authority, then Tenant’s sole and exclusive remedy shall be to elect either to (a) terminate this Lease, (b)

purchase the Premises on the terms and conditions set forth in Section 23.6 or (c) if lawful, have the percentage rent provided for in Section 2.1(b) cease and the rent due under Section 2.1(a) for the entire Lease Year in which the loss of license occurs and for each subsequent Lease Year be computed and paid as provided in Sections 23.4 and 23.5. Tenant shall exercise this option by notice to the Landlord within 10 days after the purchase price for the Premises is determined in accordance with Section 23.6.

Section 23.4 If pursuant to Section 23.3 Tenant elects to have the rent due under Section 2.1(a) computed pursuant to this Section, then that rent will be increased annually by two and one-half percent (2 1 / 2 %). The fixed rent for each Lease Year will be the fixed rent for the Lease Year in which the loss of license occurs plus the average percentage rent paid by Tenant in the 5 Lease Years preceding the Lease Year in which the loss of license occurs.

Section 23.5 The rent provided by Section 23.4 will be paid in equal monthly installments in advance on the first day of each month, and will be deemed rent payable under Section 2.1(a).

Section 23.6 Tenant shall purchase the Premises for cash at its then fair market value without regard to this Lease as determined by the mutual agreement of the Landlord and Tenant or by appraisal as hereinafter provided. If the fair market value of the Premises cannot be determined by the mutual agreement of the Landlord and Tenant within 30 days after expiration of the one year period provided for herein, then it shall be determined by two appraisers, both of whom shall be residents of the State of Nevada and each of whom shall be a member of the American Institute of Real Estate Appraisers, or the successor thereto. One shall be selected by the Landlord and one shall be selected by the Tenant. Each appraiser shall independently determine the fair market value of the Premises within 30 days of this appointment. If the

appraisals submitted are within 10% of each other, then the two appraisals shall be added together and divided by two and the average so obtained shall be the fair market value of the Premises.

If the appraisals are not within 10% of each other, then the two appraisers so appointed shall confer jointly and, if possible, determine the fair market value of the Premises. If the two appraisers cannot agree within 10 days from the date on which the last appraisal was submitted, then the two appraisers shall appoint a third appraiser who shall be a resident of the State of Nevada and a member of the American Institute of Real Estate Appraisers, or the successor thereto. The third appraiser shall independently determine the fair market value of the Premises within 30 days of his appointment. If the third appraiser’s determination is within 10% of one of the other appraisals, the two appraisals that are within 10% of each other shall be added together and divided by two and the average so obtained shall be determinative of the fair market value of the Premises.

If the third appraisal is not within 10% of either of the other appraisals, then the third appraisal shall bind both Landlord and Tenant and shall be determinative of the fair market value of the Premises.

The Landlord shall pay the fee of its appraiser and the Tenant shall pay the fee of its appraiser. The fee of the third appraiser shall be paid for equally by Landlord and Tenant. In the event Landlord or Tenant refuses to appoint an appraiser as is hereinabove provided, then it is mutually understood and agreed that the appraisal by the appraiser appointed by the party willing to appoint an appraiser, shall determine the fair market value of the Premises.

The sale of the Premises will close within 120 days from the date the fair market value of the Premises is determined. The obligations at the closing will be as provided in Section 10.2 of this Lease.

Section 23.7 The lapse suspension, or revocation of Tenant’s license to operate a casino on the Premises for a period of 60 days constitutes an event of default under this Lease. The Landlord may exercise any of the remedies provided in Section 11.2 of this Lease unless within 60 days of the lapse, suspension or revocation Tenant gives written notice that it will attempt to sell all of its rights under this Lease, in which event, subject to the provisions of Article X, Tenant will have one year from the date of said written notice in which to sell all of its rights under this Lease. If the Tenant fails to sell all of its rights under this Lease to someone who is licensed to operate the Casino on the Premises within said one year period then the Tenant shall be in default and Landlord may exercise any one or more of the remedies provided for in Section 11.2 of this Lease.

Section 23.8 During the one year period provided for in Section 23.7, the rent provided for in Sections 2.1(a) and 2.1(b) will be the greater of (a) the fixed and percentage rent computed in accordance with Sections 2.2 and 2.3 or (b) the fixed rent computed and paid as provided in Sections 23.4 and 23.5.

Section 23.9 During the one year period provided for in Section 23.3 the rent provided for in Sections 2.1(a) and 2.1(b) will be computed and paid as provided in Sections 23.4 and 23.5, if lawful, and if Tenant is permitted to continue to operate a casino on the Premises. If during that period it is not lawful to compute and pay the rent as provided in Sections 23.4 and 23.5 or if Tenant is not able to operate a casino on the Premises, then no rent shall be due under

Section 2.1(b) and all other rent shall be computed and paid in accordance with the provisions of Sections 2.1(a) and (c).

ARTICLE XXIV

Golf Course

Section 24.1 The Landlord will grant the guests at the Enterprise privileges at the Golf Course in Stateline, Nevada, owned by the Landlord at least as favorable as those enjoyed by guests at any other hotel. The Landlord will not grant, to guests at any other hotel, more favorable privileges at the Golf Course than those enjoyed by guests at the Enterprise. With reasonable advance notice the Landlord will also permit the Tenant to sponsor professional and amateur golf tournaments on the Golf Course at Tenant’s cost, and when reasonably required the Landlord will close the Golf Course to non-tournament play while tournaments sponsored by the Tenant are being played on the Golf Course. During the term of this Lease if Landlord sells or leases the Golf Course as a golf course, Landlord will cause any purchase or lease agreement to contain provisions consistent with this Section 24.1 and Section 24.2.

Section 24.2 The Tenant will have the right to feature the Golf Course in advertising, promotions, and promotional materials relating to the Enterprise, and to advertise the fact that guests at the Enterprise have the privilege of playing on the Golf Course.

ARTICLE XXV

Bankruptcy

Section 25.1 If at any time during the term of this Lease there shall be filed by or against Tenant in any court pursuant to any statute, either of the United States or of any State, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant’s property, or if Tenant makes an assignment for the benefit of

creditors or petitions for, or enters into, an arrangement (any of which are referred to herein as “a Bankruptcy Event”), then the following provisions shall apply:

(a) In all cases any debtor in possession or trustee in bankruptcy shall either expressly assume or reject this Lease within the time provided in 11 U.S.C. 5365(d).

(b) In the event of an assumption of the: Lease by a debtor or by a trustee, such debtor or trustee shall immediately after such assumption (i) cure any default or provide adequate assurances that defaults will be promptly cured; and (ii) compensate Landlord for actual pecuniary loss; and (iii) provide adequate assurance of future performance.

(c) Where a default exists in the Lease, the trustee or debtor assuming the Lease may not require Landlord to provide services or supplies incidental to the Lease before its assumption by such trustee or debtor, unless Landlord is compensated under the terms of the Lease for such services and supplies provided before the assumption of such Lease.

(d) The debtor in possession or trustee may only assign this Lease after compliance with the requirements of Article X, concerning Landlord’s right of first refusal and subject to the provisions of Article XV concerning assignment, including the provisions of Section 15.2 concerning increased percentage rent, if: (i) it is assumed; and (ii) adequate assurance of future performance by the assignee is provided, whether or not there has been a default under the Lease.

(e) If the assignee of the debtor in possession or trustee is not able to obtain all governmental approvals necessary for such person to operate the casino on the Premises within one (1) year following the assignment, then said person shall be required to sell all of its interest under this Lease and in the Premises in accordance with Section 23.7 of this Lease. During any period of time from and after a Bankruptcy Event, when the casino is not being operated on the

Premises, the rent will be calculated and paid in accordance with the provisions of Section 23.4 and Section 23.5 of this Lease.

(f) Landlord specifically reserves any and all remedies available to Landlord in this Lease or at law or in equity in respect of a Bankruptcy Event by Tenant to the extent such remedies.

ARTICLE XVI

Miscellaneous

Section 26.1 This Lease will inure to the benefit of the Landlord, the Tenant, the Landlord’s successors and assigns and the Tenant’s successors and assigns permitted by this Lease. Provided, however, that nothing in this Section shall impair any of the provisions in this Lease inhibiting the transfer, assignment, subleasing and encumbering without the written consent of Landlord.

Section 26.2 Whenever the approval or consent of the Landlord or the Tenant is required for any purpose under this Lease, that approval or consent will not be unreasonably withheld or delayed. Without limiting the foregoing, if any approval or consent is requested by either party, unless the consenting party notifies the requesting party within 60 days that it will not grant the approval or consent, the consenting party will be deemed to have given the approval or consent on the 61st day.

Section 26.3 The Landlord and the Tenant each represents and warrants to the other that no person has acted as a broker or finder or in a similar capacity in connection with this Lease or the transaction embodied in it. The Landlord hereby indemnifies the Tenant, and the Tenant hereby indemnifies the Landlord, against, and each of them agrees to hold the other harmless from, any liabilities, costs or expenses (including reasonable attorneys’ fees) by reason of any

claim for broker’s, finder’s or similar fees arising out of services allegedly performed for the indemnifying party.

Section 26.4 The rights and privilege of the Landlord under this Lease will be cumulative, and no one of them will preclude the Landlord from taking advantage of any other of them. Neither the Landlord nor the Tenant will have any rights not expressly granted in this Lease.

Section 26.5 This Lease will be governed by, and construed under, the laws of the State of Nevada.

Section 26.6 The captions of the Articles of this Lease are for convenience only and in no way affect the construction of the terms and conditions of this Lease.

Section 26.7 The term “Landlord” as used in this Lease means the owner of the fee interest in, or mortgagee in possession for the time being of, the Premises.

Section 26.8 This Lease may not be changed except in writing.

Section 26.9 The Landlord may at any reasonable time or times enter upon the Premises to inspect and photograph them and make any repairs which may be essential for the protection and maintenance of the Premises which the Tenant fails to make after reasonable notice by Landlord and an opportunity for Tenant to make such repairs. The cost of any such repairs will be payable immediately upon demand by the Tenant to the Landlord as additional rent under this Lease.

Section 26.10 All notices and other communications required or permitted to be given by the Landlord or the Tenant to the other or to the holder of a Leasehold Mortgage or a Permitted Fee Mortgage must be in writing and will be deemed given on the day when delivered in person or on the third business day after the day on which mailed from within the United States of

America by certified or registered, return receipt requested, postage prepaid, mail, addressed as follows:

If to the Landlord:	Park Cattle Co.
	P.O. Box 2249
	Stateline, Nevada 89449

and to:	Gordon H. DePaoli, Esq.
	Woodburn & Wedge
	6100 Neil Road, Suite 500
	P. 0. Box 2311
	Reno, Nevada 89505

If to the Tenant:	Park Place Entertainment Corporation
	Attn: President
	3930 Howard Hughes Parkway
	Las Vegas, N V 89109-0943

and to:	Park Place Entertainment Corporation
	Attn: General Counsel
	3930 Howard Hughes Parkway
	Las Vegas, N V 89109-0943

or to such other place as the Landlord or the Tenant may from time to time designate in a written notice to the other. All notices to the holder of a Leasehold Mortgage or a Permitted Fee Mortgage will be deemed given on the day when delivered in person or on the third business day after the day on which mailed as set forth above for notices to Landlord or Tenant, addressed to the holder at the address given to the Landlord by the Tenant or by the holder of the mortgage.

Section 26.11 This document contains the entire agreement between the Landlord and the Tenant and supersedes all prior written or oral agreements between them.

Section 26.12 If the Landlord or the Tenant is required by this Lease to proceed diligently to complete any construction or do anything else, or to complete construction by a specified date, but the efforts to proceed or complete are delayed by governmental action, work stoppages, extraordinary weather conditions or similar factors entirely beyond the control of the Landlord or

the Tenant, the delay will not be deemed a breach of the obligation to proceed diligently and any date by which construction must be completed will be extended by a number of days equal to the number of days of the delay.

Section 26.13 Except as expressly provided in this Lease, each requirement that a sum be paid or an act performed by a specified date is an essential term of this Lease.

Section 26.14 This Lease may be executed in counterparts, all of which will constitute one and the same agreement.

ARTICLE XXVII

Reservation of Space

Section 27.1 Notwithstanding Section 1.1 Landlord reserves from this Lease for the use and occupancy of Landlord those private offices now occupied by it on the second floor of the existing Hotel building or substantially similar office space in that building as determined by Tenant and agreed to by Landlord, together with ingress and egress thereto and therefrom.

ARTICLE XXVIII

Compliance Committee

Landlord acknowledges that as a condition precedent and a continuing condition to the effectiveness of this Agreement, Landlord may be subject to the approval of the Park Place Entertainment Corporation Compliance Committee (“Committee”). Tenant agrees that Landlord’s current and continuing licensure by the Nevada Gaming Commission shall be deemed conclusive proof of approval and suitability under this provision.

If Landlord ceases to be licensed by the Nevada Gaming Commission and if Tenant does not elect to terminate this Lease when and to the extent allowed by Section 23.3, then Landlord agrees to comply with all reasonable requests for information from the Committee. Such

information may include (1) documentation relating to Landlord’s organization, (2) the identity of its officers, directors, and key employees, and (3) the nature of its ownership or capitalization.

If Landlord fails to comply with these requests for information, or if at any time the Committee reasonably and in good faith determines that a continuing business relationship with Landlord will have an adverse effect upon any material gaming license held by Park Place Entertainment or any of its subsidiaries or affiliates, Tenant, as its sole and exclusive remedy under this Lease, may terminate this Agreement upon thirty (30) days written notice to Landlord, without further liability to Landlord except for its monetary obligations to the date of termination and its obligations on termination.

IN WITNESS WHEREOF, the Landlord and the Tenant have executed this Amended and Restated Net Lease Agreement effective as of the day and year first above written.

TENANT:		LANDLORD:

DESERT PALACE, INC.		PARK CATTLE CO.


By:	/s/ Mark R. Dodson	By:	/s/ Bruce Park
	Mark R. Dodson		Bruce Park

Its	President	Its	President

EXHIBIT “A”

All of the following real property located at Stateline, Lake Tahoe, Douglas County, Nevada, more particularly described as follows, to-wit:

All of Parcel 2 as shown on the Site Survey of Park Tahoe filed in the Office of the County Recorder of Douglas County, Nevada on October 11, 1978 in Book 1978 of Maps at Page 634 File No. 26156.

EXHIBIT “B”

All of the following real property located at Stateline, Lake Tahoe, Douglas County, Nevada, more particularly described as follows, to-wit:

Being a portion of the Southeast 1/4 of the Northeast 1/4 of Section 27, Township 13 North, range 18 East, M.D.B.&M. and being more particularly described as follows:

Commencing at the Section corner common to Sections 26, 27, 34 and 35, Township 13 North, Range 18 East, marked by a brass cap; thence North 0°19’55” West, a distance of 284.76 feet to a brass cap marked 26.27 C.C.: thence North 48°36’ 30” West, a distance of 2414.21 feet along the Nevada-California State Line; thence North 28°02’ East, along the East Right of Way Line of U.S. Highway 50, a distance of 1375.64 feet to the True Point of Beginning; thence North 28°02’ East, a distance of 175.00 feet to a point; thence South 61°58’ East, a distance of 250.00 feet to a point; thence South 28°02’ West, a distance of 175.00 feet to a point; thence North 61°58’ West, a distance of 250.00 feet to the true point of beginning.

Exhibit 10.20(A)

AGREEMENT AND RESERVATION OF RIGHTS REGARDING MONTBLEU

For good and valuable consideration, the undersigned parties, and each of them (“Parties”) agree to this Agreement and Reservation of Rights Regarding MontBleu, which shall be effective April 2, 2008. The Parties agree as follows:

1. On or about January 1, 2000, Park Cattle Co., a Nevada corporation (“Park Cattle”), entered into an Amended and Restated Net Lease Agreement (“Lease’’) with Desert Palace, Inc., a Nevada corporation (“DPI”), with regard to the property then known as Caesars Tahoe, located at 55 Highway 50, Stateline, Nevada, and described more fully in the Lease.

2. In an Assignment and Assumption of Lease dated June 10, 2005 (“Assignment and Assumption”), DPI assigned all of its right, title, benefits, privileges, estate and interest in, to and under the Lease to Columbia Properties Tahoe, LLC, a Nevada limited liability company (“Columbia Tahoe”). Columbia Tahoe now operates the leased premises under the name MontBleu Resort Casino & Spa.

3. Park Cattle has not released DPI from any of its obligations under the Lease.

4. Park Cattle contends that Columbia Tahoe has breached its obligations under the Lease.

5. With the aim of avoiding litigation, Columbia Tahoe agrees to act, and execute documents, as set forth below. Park Cattle, however, reserves any and all past, present and future claims and rights with respect to the Lease, including its claims and rights against Columbia Tahoe and all other persons and entities, and nothing herein is intended as, or shall be construed as, a waiver by Park Cattle of any of its claims or rights. Park Cattle expressly reserves any and all claims.

6. Columbia Tahoe, and its direct and indirect owners, will execute the Tolling Agreement that is appended hereto as Exhibit 1 concurrently with the execution of this Agreement and Reservation of Rights.

7. Columbia Tahoe and Park Cattle have negotiated the MontBleu Lease Amendment (“Amendment”) that is appended hereto as Exhibit 2. Park Cattle has approved the Amendment. Columbia Tahoe has approved the Amendment, subject to creditor approval, and will promptly and diligently seek such creditor approval. Creditors will indicate their approval of the Amendment by executing the Consent and Subordination that is part of the Amendment, and original signatures from said creditors shall be provided to Park Cattle when Columbia Tahoe executes and delivers the Amendment to Park Cattle. The Amendment will be effective immediately upon execution and delivery to Park Cattle.

8. Until approval from creditors is obtained, Columbia Tahoe and Park Cattle will act in full conformity with the Amendment, including without limitation the provisions in the Amendment that require Columbia Tahoe to provide documents and to allow inspection and testing. On or before May 16, 2008, Columbia Tahoe shall produce to Park Cattle all

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documents that are identified in the Amendment as new Sections 6.5 and 7.3(c) of the Lease, including without limitation all documents relating to renovations, alterations, repairs and/or improvements to the Premises since January 2005. Said Sections 6.5 and 7.3(c) are incorporated into this Agreement and Reservation of Rights as though fully set forth herein.

9. Columbia Tahoe must pay the principal amount of Fifteen Million Dollars ($15,000,000.00) to Park Cattle should either of the following occur: (a) if Columbia Tahoe has not executed and delivered the Amendment (with any and all necessary creditor consents) to Park Cattle by November 30, 2008, the payment must be made on or before that date; or (b) if Columbia Tahoe presents Park Cattle with a “Notice of Offer” as described in Section 10.1 of the Lease on or before November 30, 2008, but has not previously executed and delivered the Amendment to Park Cattle, then the payment must be made contemporaneously with delivery of the Notice of Offer. Payment, if required, shall be made in the manner provided by Paragraph 2 of the Stipulation for Entry of Judgment (to which this Agreement and Reservation of Rights is appended), and interest shall accrue from the due date on any unpaid amount as provided therein. If payment of $15,000,000.00 is made under this paragraph, then Park Cattle shall not be entitled to any other $15,000,000.00 payment provided by the MontBleu Lease Amendment; provided, however that notwithstanding the foregoing, Park Cattle will continue to be entitled to receive the assignment fee.

10. If Columbia Tahoe, despite diligent efforts, is unable to obtain creditor approval of the Amendment prior to November 30, 2008, then it may provide written notice to Park Cattle on or before November 30, 2008 of its inability to do so. In that event, the time periods in Section 9 (subsections (a) and (b)) above will be extended from November 30, 2008 through and including May 31, 2009, provided that Columbia Tahoe pays to Park Cattle, on or before November 30, 2008, an extension fee in the amount of One Million Dollars ($1,000,000.00). The extension fee will be paid in the manner provided by Paragraph 2 of the Stipulation for Entry of Judgment. The extension fee will not be refunded to Columbia Tahoe, nor will it be credited against the fee due under Section 9 above.

11. The Parties agree that the Amendment is fair, equitable and in their mutual interest. Even if Columbia Tahoe does not ultimately execute and deliver the Amendment to Park Cattle, the Lease shall be construed consistently with the Amendment to the greatest extent possible, and Columbia Tahoe shall not oppose any reasonable construction of the Lease that is consistent with the Amendment.

12. Columbia Tahoe must pay Park Cattle, on or before May 1, 2008, the sum of One Hundred Fifty Thousand Dollars ($150,000.00), to compensate Park Cattle for its lease enforcement and inspection expenses since November 2007. Payment shall be made in the manner provided by Paragraph 2 of the Stipulation for Entry of Judgment, and interest shall accrue from the due date on any unpaid amount as provided therein.

13. This Agreement and Reservation of Rights does not preclude Park Cattle at any time from taking any action it deems appropriate with regard to the Lease, nor does it excuse

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Columbia Tahoe or any other person or entity from compliance with any part of the Lease.

14. This Agreement and Reservation of Rights binds Columbia Tahoe and its successors and assigns, and inures to the benefit of Park Cattle, and its successors and assigns.

15. The signatories below are duly authorized to execute this Agreement and Reservation of Rights.

16. This Agreement and Reservation of Rights will be governed by, and construed under, the laws of the State of Nevada without regard to choice of law principles. The Parties submit themselves to the jurisdiction of the courts of the State of Nevada, and agree that any disputes arising hereunder shall be resolved in a court of competent jurisdiction in Nevada.

17. To fully compensate Park Cattle for all direct and indirect costs, if Park Cattle is the prevailing party in any action against Columbia Tahoe to enforce or interpret this Agreement and Reservation of Rights, Park Cattle shall be entitled to 200 percent of its actual attorneys’ fees, costs and expenses (including without limitation the fees of expert consultants and witnesses), in addition to any other remedy entered by the Court. Columbia Tahoe agrees that this provision is not an unenforceable penalty.

18. This Agreement and Reservation of Rights may not be changed except in a writing executed by the Parties, and contains the entire agreement between the Parties with respect to the subject matter hereof.

19. This Agreement and Reservation of Rights may be signed in counterparts and signatures by facsimile may be treated as originals.

COLUMBIA PROPERTIES TAHOE, LLC
a Nevada limited liability company

By:
Its:

PARK CATTLE CO., a Nevada corporation


By:
Its:

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Exhibit 1

TOLLING AGREEMENT REGARDING MONTBLEU

For good and valuable consideration, the undersigned parties, and each of them (“Tolling Parties”) agree as follows:

1. On or about January 1, 2000, Park Cattle Co., a Nevada corporation (“Park Cattle”), entered into an Amended and Restated Net Lease Agreement (“Lease”) with Desert Palace, Inc., a Nevada corporation (“DPI”), with regard to the property then known as Caesars Tahoe, located at 55 Highway 50, Stateline, Nevada, and described more fully in the Lease.

3. Park Cattle has not released DPI from any of its obligations under the Lease.

4. Park Cattle contends that Columbia Tahoe has breached its obligations under the Lease.

5. Without conceding the validity of the claims, the Tolling Parties hereby agree to toll, i.e., suspend, the running of any and all statutes of limitations with respect to any and all claims or causes of action, whether arising at law or in equity, and whether sounding in contract or tort, that Park Cattle may have, or obtain in the future, pertaining in any way directly or indirectly to the Lease, including without limitation the real property, buildings and improvements that are the subject matter of the Lease, and any amendments to the Lease.

6. This Tolling Agreement shall be effective as of April 2, 2008, and shall remain in effect for ten (10) years, i.e., until 5:00 PM on March 31, 2018. None of the Tolling Parties may terminate this Tolling Agreement.

7. This Tolling Agreement does not preclude Park Cattle at any time from taking any action, including without limitation the commencement of litigation, that it may deem appropriate with regard to the Lease, nor does it excuse Columbia Properties Tahoe or any other person or entity from compliance with any part of the Lease.

8. This Tolling Agreements binds the Tolling Parties and their respective successors and assigns, and inures to the benefit of Park Cattle, and its successors and assigns.

9. The signatories below arc duly authorized by the Tolling Parties to execute this Tolling Agreement.

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10. This Tolling Agreement will be governed by, and construed under, the laws of the State of Nevada without regard to choice of law principles. Tolling Parties submit themselves to the jurisdiction of the courts of the State of Nevada, and agree that any disputes arising hereunder shall be resolved in a court of competent jurisdiction in Nevada.

11. This Tolling Agreement may not be changed except in a writing executed by Park Cattle, and contains the entire agreement between the parties with respect to the subject matter hereof.

12. This Tolling Agreement may be signed in counterparts and signatures by facsimile may be treated as originals.

WILLIAM J. YUNG, an individual


TROPICANA CASINOS AND RESORTS, INC.,
a Nevada corporation

By:
Its:

TROPICANA ENTERTAINMENT HOLDINGS, LLC
a Delaware limited liability company

By:
Its:

TROPICANA ENTERTAINMENT INTERMEDIATE HOLDINGS, LLC
a Delaware limited liability company

By:
Its:

TROPICANA ENTERTAINMENT, LLC
a Delaware limited liability company


By:
its:

COLUMBIA PROPERTIES TAHOE, LLC
a Nevada limited liability company


By:
Its:

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Exhibit 2

MONTBLEU LEASE AMENDMENT

The Amended and Restated Net Lease Agreement (“Lease”) Between Park Cattle Co., as Landlord, and Columbia Properties Tahoe, LLC, as assignee of Desert Palace, Inc., as Tenant, dated January 1, 2000, involving the Douglas County, Nevada, real property described in the attachment hereto, is deemed amended effective April 2, 2008, by this Lease Amendment (“Amendment”) as follows:

I. Section 1.2 of the Lease is amended to read as follows:

The Original Term of this Lease shall commence at 12:01 a.m. on January 1, 2000 (the “Commencement Date”), and shall end at 11:59 p.m. on December 31, 2028 (the “Original Term”). Notwithstanding the foregoing, from and after January 1, 2018, Landlord may terminate this Lease by giving Tenant six (6) months written notice of such termination (the “Early Termination Date”), and by paying Tenant Fifteen Million Dollars ($15,000,000.00) in cash on the Early Termination Date (the “Buy-Out Right”). The provisions of Article XIV of this Lease shall apply to the Early Termination Date. Landlord’s termination right as described in this section shall continue from January 1, 2018 through the remainder of the Original Term and through the Second Term (as defined in Article IV of this Lease), if any. In the event that this Lease is assigned before an election by Landlord to exercise its Buy-Out Right under Section 10.4 of this Lease, then the Buy-Out Right set forth in this Section 1.2 shall terminate and be of no force or effect.

II. Article VI of the Lease is amended to add three new sections as follows:

Section 6.3 Starting in 2008, Tenant must expend at least five percent (5%) of annual Gross Revenues from the Enterprise on real property capital expenditures at the Premises, including, without limitation, the replacement and upgrade of electrical, plumbing, mechanical, fire safety, and other building systems that have reached or will reach the end of their useful lives, and the renovation of guest rooms and other facilities, so as to maintain the Premises (including the front of the house, the back of the house, and the parking areas) at all times in a condition that is both first class and competitive with other hotel-casinos at Stateline, Nevada, and also in compliance with all laws and regulations of all governmental authorities having jurisdiction over the Premises. The five percent expenditure requirement described in this section shall be a minimum, not a maximum, and the expenditure of the minimum amount shall not create any presumption of compliance

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with Section 6.1 or other applicable provisions of this Lease. Expenditures made for furniture, furnishings and equipment that do not become a part of the real property under Nevada law, and for gaming equipment, shall not be considered in measuring Tenant’s compliance with the requirements of this section. For purposes of this section, the term “Gross Revenues” means all amounts received, whether by cash or credit, from the operation of all of the facilities on the Premises and the Enterprise now known as MontBleu, including, but not limited to, rooms, bars, restaurants, concessions and gaming, and shall be measured by Lease Year.

Section 6.4 In order to assist in determining compliance with the requirements of Section 6.3, the Tenant shall separately keep for the Enterprise accounting records sufficient to furnish all of the information necessary to compute Gross Revenues and to determine the amount and nature of the real property capital expenditures made. Such accounting records shall include detailed information concerning the nature of each expenditure, the date of the expenditure, and to whom payment was made. All accounting records required to be kept shall be available for inspection and copying by Landlord or its authorized agents, attorneys or accountants, at any reasonable time, and shall be made available at the Premises or at such other location as Landlord and Tenant may mutually agree, and Tenant shall allow and facilitate the duplication of such documents by Landlord. Not less than thirty (30) days after the end of each Lease Year, the Tenant will provide Landlord with a statement of the Gross Revenues of the Enterprise for the year, and a statement of amounts spent pursuant to the requirements of Section 6.3, reported upon and certified by independent certified public accountants, who may be the auditors for the Tenant, and a computation approved in writing by those independent certified public accountants, showing that the provisions of Section 6.3 have been satisfied for the prior Lease Year. Landlord may, upon notice given to Tenant, object to such statement and give notice to Tenant under Section 11.1(b) that Tenant has failed to comply with the requirements of Section 6.3.

Section 6.5 Tenant shall provide to Landlord on an ongoing basis, and in any event within forty-five (45) days of a written request by Landlord: (a) any and all test and/or inspection reports obtained or received by Tenant or its affiliates, agents or attorneys with respect to the condition of the Premises, including, without limitation, any tests for the presence of asbestos or mold, and any tests regarding environmental conditions at the Premises; and (b) copies of any communications with Desert Palace, Inc., or any business entity related to Desert Palace, Inc. , or any representative

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of any such entity, with regard to the Premises, the acquisition of the leasehold from Desert Palace, Inc., or indemnification. All such documents, whether in paper or electronic form, shall be produced at the Premises or at such other location as Landlord and Tenant may mutually agree, and Tenant shall allow and facilitate the duplication of such documents by Landlord.

III. Section 7.3 of the Lease is amended to read as follows:

(a) Subject to the provisions of Article XXI concerning confidentiality, at least thirty (30) days prior to the beginning of each Lease Year, Tenant shall create and provide a detailed annual budget to Landlord that sets forth, on an itemized basis, Tenant’s plans for real property capital expenditures on the Premises and expenditures on furniture, furnishings and equipment for the Premises. The first such budget for the 2009 calendar year shall be provided to Landlord on or before December 1, 2008.

(b) Commencing with the quarter ending March 31, 2009, within thirty (30) days after the end of each calendar quarter, Tenant shall provide a detailed report to Landlord that compares, on an itemized basis, actual expenses for such real property capital expenditures and expenditures on furniture, furnishings and equipment against budgeted expenses, and which provides detailed explanations for any substantial deviation from the original budget.

(c) In addition, Tenant shall gather and provide to Landlord, on an ongoing basis, and in any event within forty-five (45) days of Landlord’s written request, any and all documents (both paper and electronic) in its possession, custody or control relating to any past, present or future renovations, alterations, repairs and/or improvements to the Premises, including without limitation, plans, drawings, requests for proposals, estimates, contracts, change orders, spreadsheets, accounting reports, correspondence, progress reports, and permits. Tenant’s obligation to gather and provide records shall encompass any records in the possession of its affiliates and agents. All such documents shall be produced at the Premises or at such other location as Landlord and Tenant may mutually agree, and Tenant shall allow and facilitate the duplication of such documents by Landlord.

IV. Section 10.1 of the Lease is amended by lengthening the period of the Matching Option from 60 days to 120 days.

V. Section 10.2 of the Lease is amended by lengthening the period in which the closing must occur from 120 days to 180 days after the notice of exercise of a Matching Option is given.

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VI. Article X of the Lease is amended to add a sections as follow:

Section 10.4 The Landlord’s right of first refusal set forth in Section 10.1 above is intended to apply to, and does apply to, any offer to purchase the Tenant’s rights under the Lease and the Enterprise being operated by Tenant on the Premises. In addition, Landlord’s right of first refusal set forth in Section 10.1 above will apply even if the offer to purchase Tenant’s rights under the Lease and the Enterprise is part of a larger transaction involving other properties of Tenant or any affiliate of Tenant. In any case where the Landlord’s right of first refusal applies in connection with such a larger transaction, the purchase price for the Tenant’s rights under the Lease and the Enterprise shall be determined by one or more qualified person selected by Landlord in Landlord’s sole and absolute discretion, which purchase price will be determined within the time allowed for exercising the Matching Option. In any case where Landlord exercises its right of first refusal, Landlord shall receive a credit against the purchase price equal to Fifteen Million Dollars ($15,000,000.00) plus the assignment fee required by Section 15.1 of this Lease.

Section 10.5 If Tenant, or any owner or affiliate of Tenant, decides to make Tenant’s rights under this Lease available for sale, then Tenant shall provide written notice to Landlord within five (5) business days of making that decision.

VII. Section 11.2(a) of the Lease is amended by deleting the phrase “any reasonable costs, including but not limited to reasonable attorneys’ fees, incurred by the Landlord in recovering possession of the Premises” and replacing that phrase with the following phrase:

to fully compensate Landlord for direct and indirect costs, 200 percent of the actual attorneys’ fees, costs and expenses (including without limitation the fees of expert consultants and witnesses) incurred by the Landlord in recovering possession of the Premises. Tenant agrees that this provision is not an unenforceable penalty.

VIII. Section 15.1 of the Lease is amended, by revising the first sentence of that section to read as follows.

Subject to the provisions of Article X, Tenant may assign or transfer this Lease, or sublease the Premises or any material segment thereof, by paying Landlord an assignment fee equal to the amount of fixed rent for the Lease Year in which the assignment takes place, plus the sum of Fifteen Million Dollars ($15,000,000.00).

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IX. Section 15.5 of the Lease is amended to read as follows:

The provisions of this Article XV apply to any direct or indirect transfer by the Tenant of this Lease to an affiliate as though such a transfer were a transfer to a third party.

X. Article XIX of the Lease is amended to add a new Section 19.9 as follows:

The provisions of this Article XIX shall apply to any Leasehold Mortgage presently encumbering Tenant’s rights under this Lease, which Leasehold Mortgage is in compliance with the requirement that the purpose of the encumbrance be for alterations to the Premises. The provisions of Sections 19.1, 19.2, 19.3, 19.4, 19.5, 19.6, 19.7 and 19.8 are hereby deleted with respect to any Leasehold Mortgage occurring after the date of this Amendment. Tenant shall not incur any new mortgage or encumbrance without Landlord’s prior express consent.

XI. Section 26.9 of the Lease is hereby amended to read as follows:

(a) The Landlord may at any reasonable time or times enter upon the Premises to inspect and photograph them. The right to inspect includes without limitation the right to test. The testing may include sample collection, diagnostic testing, intrusive testing, and/or destructive testing.

(b) If the Landlord’s inspection and testing discloses health, safety or environmental problems or violations of law, then the Tenant will pay for the Landlord’s actual inspection and testing expenses upon written request by Landlord.

(c) The Landlord may at any reasonable time or times enter upon the Premises for purposes of making any repairs which may be essential for the protection and maintenance of the Premises which the Tenant fails to make after reasonable notice by Landlord and an opportunity for Tenant to make such repairs. To fully compensate Landlord for direct and indirect costs, 200 percent of the cost of any such repairs will be payable immediately upon demand by the Tenant to the Landlord as additional rent under this Lease. Tenant agrees that this provision is not an unenforceable penalty.

XII. There is hereby added to the Lease a new Section 26.15 as follows:

To fully compensate Landlord for direct and indirect costs, if Landlord is the prevailing party in any action against Tenant to enforce or interpret this Lease, Landlord shall be entitled to the award of 200 percent of its actual attorneys’ fees, costs and

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expenses (including without limitation the fees of expert consultants and witnesses), in addition to any other remedy entered by the Court. Tenant agrees that this provision is not an unenforceable penalty.

XIII. There is hereby added to the Lease a new article, Article XXIX, to read as follows:

Tenant covenants to work cooperatively with Landlord with respect to performance of Tenant’s obligations under the terms of the Lease, and to ensure an orderly termination of the Lease when such termination occurs. Tenant agrees that Landlord may have an owner’s representative on the Premises at all times, and that the Landlord and its representatives will have access at all times to the Premises and all buildings and improvements located thereon without notice or consent from Tenant, and to all books and records related thereto (including without limitation operating reports), in order to monitor and ensure Tenant’s compliance with the terms and conditions of the Lease. Tenant shall allow and facilitate the duplication of such books and records by Landlord and its representatives. Landlord and its representatives will not have any responsibility for, nor incur any liability with respect to, Tenant’s operations.

XIV. There is hereby added to the Lease a new article, Article XXX, to read as follows:

(a) Landlord has identified material deficiencies in the condition of the Premises in correspondence to Tenant beginning in January 2005 and continuing through March 2008. Landlord anticipates that it will identify additional such deficiencies as its inspections continue. Tenant must, at its sole cost, cure all such deficiencies to Landlord’s reasonable satisfaction no later than March 31, 2011 such that the Premises will be in full compliance with Section 6.1 and all other provisions of the Lease.

(b) Tenant shall commence its efforts to cure the deficiencies as soon as practicable, and shall provide Landlord with an action plan that shows that the work is proceeding expeditiously and that Tenant is on track to achieve compliance by March 31, 2011. The initial action plan shall be provided on or before July 1, 2008.

(c) Tenant must update the action plan and provide Landlord with at least one detailed progress report per quarter on Tenant’s efforts to cure the deficiencies

(d) Tenant must permit Landlord and its representatives to observe the efforts to cure the deficiencies. Tenant shall provide Landlord with advance notice of at least one week prior to undertaking

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substantial work, and the notice shall include a description of the work to be performed, so that Landlord has the opportunity to observe the work. Nothing in this Article XXX shall diminish Tenant’s obligations under the Lease with respect to the condition and maintenance of the Premises.

In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control.

The capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined herein.

Except as expressly modified herein, the Lease shall remain in full force and effect and the parties shall be bound by all the terms and conditions thereof.

Landlord and Tenant have duly executed this Amendment, which may be recorded in the Douglas County, Nevada, public records, as of the day and year first above written.

LANDLORD:			TENANT:

Park Cattle Co., a Nevada corporation			Columbia Properties Tahoe, LLC,
			a Nevada limited liability company


By:			By:
Its:			Its:

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Consent and Subordination

For valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agrees that any interest of any kind that it may have in the real property and/or the lease described in the attached MontBleu Lease Amendment (whether security interest, leasehold interest, real property right, contract right or any other right) is subject to the terms of the Amendment. The undersigned hereby consents to this Amendment and subordinates any such interest to this Amendment. The signatory to this Consent and Subordination represents and warrants that such signatory has the full power and authority to sign this Consent and Subordination and to bind any entity on behalf of which the signatory has signed this Consent and Subordination. Nothing in this Consent and Subordination shall be deemed an acknowledgement by the fee owner of the real property subject to the lease (or any of its owners, employees, agents or representatives) of the existence or extent of any such interest in the real property or the lease.


By:
Its:



STATE OF			)
			)	SS.
COUNTY OF			)

On , before me, ,
Date		Name And Title Of Officer (e.g. “Jane Doe. Notary Public”)
personally appeared	,
	Name(s) of Signer(s)

proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

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Attachment: Legal Description of Real Property

Real property located in Douglas County, Nevada, described as follows:

A parcel of land situated in Section 27, Township 1 3 North, Range 18 East, M.D.B.&M. and more particularly described as follows:

Beginning at a point where the Easterly right-of-way line of U.S. Highway 50 intersects the present California Nevada State Line; thence North 28 ° 02’00” East, along said right-of-way line, a distance of 877.66 feet to the Northeasterly corner of parcel conveyed to Barneys Club Inc. by deed recorded October 3, 1960 in Book 7, Page 117, Douglas County Records, the TRUE POINT OF BEGINNING:

Thence, North 28 ° 02’00” East, along said right-of-way line, a distance of 960.81 feet;

Thence, from a tangent which bears the last named course, along a circular curve to the right with a radius of 34.00 feet and a central angle of 90 ° 01’2’3”, an arc length of 53.42 feet to a point on the Southwesterly right-of-way line of the Stateline Loop Road;

Thence, South 61 ° 56’37” East, along said right-of-way line of the Stateline Loop Road, a distance of 642.61 feet;

Thence, from a tangent which bears the last named course, along a circular curve to the right with a radius of 800.00 feet and a central angle of 19 ° 15’02”, an arc length of 268.79 feet; thence South 28 ° 01’28” West, a distance of 1116.49 feet; thence North 61 ° 02’11” West, a distance of 69.95 feet to the Northeasterly property line of parcel owned by Harrah’s; thence North 32 ° 49’43” West, along said property owned by Harrah’s, a distance of 342.G9 feet;

Thence North 61°58’00” West, along the property boundaries of Harrah’s and Barney’s, a distance of 570.86 feet to the TRUE POINT OF BEGINNING.

Said parcel contains an area of approximately 22.21 acres.

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Exhibit 10.20(B)

MONTBLEU LEASE AMENDMENT NO. 2

THIS MONTBLEU LEASE AMENDMENT NO. 2 (this “Amended and Restated Amendment” ) is made this 12th day of June, 2009 (the “Effective Date” ), by and between the Edgewood Companies, a Nevada corporation formerly known as Park Cattle Co., ( “Park” ), as Landlord, and Columbia Properties Tahoe, LLC, a Nevada limited liability company ( “CPT” ). Park, as Landlord, and CPT, as Tenant, are sometimes referred to individually as a “Party” and collectively as the “Parties” . Terms not otherwise defined herein shall have the meanings ascribed to them in the Original Lease (defined below).

W I T N E S S E T H

WHEREAS, Park, as Landlord, and Desert Palace, Inc., as Tenant entered into that certain Amended and Restated Net Lease Agreement, dated January 1, 2000 (the “Original Lease” ), involving the Douglas County, Nevada, real property described in the Original Lease.

WHEREAS, Desert Palace, Inc. assigned all of its right, title, benefits, privileges, estate and interest in, to and under the Original Lease to CPT pursuant to an Assignment and Assumption of Lease dated June 10, 2005.

WHEREAS, Park and CPT entered into that certain MontBleu Lease Amendment effective April 2, 2008 (such amendment, before giving effect to this Amended and Restated Amendment, the “Original Amendment” ).

WHEREAS, on May 2, 2008, CPT, Tropicana Entertainment, LLC, a Delaware limited liability company ( “TropEnt” ), and certain of their affiliates filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware.

WHEREAS, TropEnt, and certain of its affiliates filed that certain First Amended Joint Plan of Reorganization (the “Plan” ) of Tropicana Entertainment, LLC, which as of the date hereof has been confirmed but has not yet become effective.

WHEREAS, this Amended and Restated Amendment is made pursuant to that certain Order Authorizing the Debtors to (A) Assume and Assign Amended Leases for the Lake Tahoe Horizon Casino and (B) Assume Amended Lease for the MontBleu Resort Casino & Spa Properties (the “Assumption Order” ). The effectiveness of this Amended and Restated Amendment is not conditioned on the effectiveness of the Plan.

WHEREAS, Park and CPT have agreed to make certain modifications to the Original Amendment.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, effective on the Effective Date, the Parties hereto agree to amend and restate the Original Amendment in its entirety to read as follows:

I. The Parties agree that the Original Amendment is hereby deleted in its entirety; and that from and after the Effective Date, the terms set forth in the Original Lease and this Amended and Restated Amendment (collectively, the “Lease” ) contain all of the lease terms affecting the Premises. The Parties agree that a true, complete and accurate copy of the Original Lease is attached hereto as Exhibit A .

II. Section 1.2 of the Original Lease is amended and restated in its entirety to read as follows:

The Original Term of this Lease shall commence at 12:01 a.m. on January 1, 2000 (the “Commencement Date” ), and shall end at 11:59 p.m. on December 31, 2028 (the “Original Term” ).

Notwithstanding the foregoing, from and after January 1, 2018, Landlord may terminate this Lease by giving Tenant six (6) months written notice of such termination (the “Early Termination Date” ), and by paying Tenant Fifteen Million Dollars ($15,000,000.00) in cash on the Early Termination Date (the “Buy-Out Right” ). The provisions of Article XIV of this Lease shall apply to the Early Termination Date. Landlord’s termination right as described in this section shall continue from January 1, 2018 through the remainder of the Original Term and through the Second Term (as defined in Article IV of this Lease), if any. In the event that this Lease is assigned before January 1, 2018 and if Landlord fails to exercise its right of first refusal under Section 10.4 of this Lease (in a transaction where the Landlord would have the right to exercise its right of first refusal), then the Landlord’s Buy-Out Right set forth in this Section 1.2 shall terminate and be of no further force or effect. Notwithstanding the foregoing, Landlord shall have no right to exercise the Buy-Out Right so long as either Tropicana Entertainment, LLC, a Delaware limited liability company ( “Tropicana Entertainment” ) (for the period prior to which the Plan becomes effective), or Tropicana Entertainment, Inc., a Delaware corporation (for the period after which the Plan becomes effective) (each such entity being referred to herein as “Tropicana” , as the case may be) owns and controls, directly or indirectly, through one or more of its affiliates, at least seventy percent (70%) of the economic and the voting interests of the entity that is the tenant under this Lease (the “Threshold Interest” ). If Tropicana ever does not own the Threshold Interest, Landlord shall have the right to exercise the Buy-Out Right as provided above. Not less than fifteen (15) business days after Landlord’s written request, Tenant will provide Landlord a current organizational chart of Tenant and all of Tenant’s parents and affiliates which would have a bearing on determining whether Tropicana maintains the Threshold Interest, certified as true and correct by an officer of Tropicana (or successor of Tropicana), showing the ownership interests held by all entities depicted in

such chart. For the avoidance of doubt, direct or indirect transfers of the ownership of Tropicana shall not under any circumstances result in Landlord having the right to exercise the Buy-Out Right.

III. Article II of the Original Lease is amended and restated in its entirety to read as follows:

Section 2.1 The Tenant shall pay to the Landlord as rent for the Premises during the original term of this Lease and any renewal terms (a) a fixed rent computed as provided in Section 2.2 or in Section 2.3, as applicable, plus (b) annual percentage rent as and to the extent provided in Section 2.4, plus (c) all property and excise taxes and other impositions described in Article III.

Section 2.2 Based upon the election made by the Landlord pursuant to Section 15.2(b) of the Original Lease, the fixed rent for the first Lease Year in which the assignment from Desert Palace, Inc. took place is $5,374,478.78. During each subsequent Lease Year, the fixed rent will be increased annually by the lower of five percent (5%) or the CPI Adjustment.

As used in this Section 2.2, the “CPI Adjustment” shall mean a fraction, the numerator of which is the “Comparison Index” (as hereinafter defined), and the denominator of which is the “Beginning Index” (as hereinafter defined). For the purpose of this Section 2.2, the following terms shall be defined as noted below:

(i) Index: The “Index” for computing the increases shall be the Consumer Price Index for “all items” in San Francisco (1984=100), published by the United States Department of Labor, Bureau of Labor Statistics.

(ii) Beginning Index: The “Beginning Index” shall be defined as the Index published for the month ending December 31, 2004.

(iii) Comparison Index: The “Comparison Index” shall be defined as the Index published for December of the Preceding Lease Year (as hereinafter defined).

otherwise, a comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by any other governmental agency or, if no such index shall be available, then a comparable index published by a major bank or other financial institution or by a university or a recognized financial publication shall be used to calculate the rental increases required by this Section.

If this Lease terminates at a date which is not the end of a Lease Year, the fixed rent for the last Lease Year will be the sum which bears the same proportion to the rent which would be payable for a full year as the number of days in the last Lease Year bears to 365. For purposes of this Lease, (a) the term “Lease Year” means the twelve-month period beginning on January 1, 2000 and each twelve-month period thereafter, and (b) the term “Preceding Lease Year” means the Lease Year ending on the day immediately prior to the first day of the Lease Year for which fixed rent is being determined.

Section 2.3 Notwithstanding the above provisions of Section 2.2, so long as Tropicana retains the Threshold Interest, as defined in Section 1.2 above, in Tenant, the fixed rent from May 1, 2009 through December 31, 2009 (prorated for the applicable portion of 2009) and for the 2010 and 2011 Lease Years, shall be $4,000,000.00 per annum. Commencing with the Lease Year beginning on January 1, 2012 and for each Lease Year thereafter, the annual fixed rent Tenant shall pay Landlord for each Lease Year shall equal the amount of the total fixed rent payable by Tenant (excluding any offsets, credits or abatements) for the Lease Year ending on December 31, 2011, multiplied by the CPI Adjustment (defined below). In no event shall the fixed rent be reduced due to the CPI Adjustment. As used in this Section 2.3, the “CPI Adjustment” shall mean a fraction, the numerator of which is the “Comparison Index” (as hereinafter defined), and the denominator of which is the “Beginning Index” (as hereinafter defined). For the purpose of this Section 2.3, the following terms shall be defined as noted below:

(i) Index: The “Index” for computing the increase shall be the Consumer Price Index for “all items” in San Francisco (1984=100), published by the United States Department of Labor, Bureau of Labor Statistics.

(ii) Beginning Index: The “Beginning Index” shall be defined as the Index published for the month ending April 30, 2009.

(iii) Comparison Index: The “Comparison Index” shall be defined as the Index published for December of the Preceding Lease Year (as hereinabove defined).

By way of example, (1) assuming that the Index does not decrease, the fixed rent beginning January 1, 2012, would be equal to $4,000,000.00 times a fraction the numerator of which is the

Index as of December 31, 2011, and the denominator of which is the Index as of April 30, 2009, and (2) assuming the Index does not increase, the fixed rent beginning January 1, 2012, would remain $4,000,000.00.

In the event that the Bureau of Labor Statistics shall change the cycle for the publication of the Consumer Price Index so that no Index number is published for the month of December, then the Index for the nearest month before the month of December shall be substituted. If the manner in which the Consumer Price Index is determined by the Bureau of Labor Statistics shall be substantially revised, an adjustment shall be made in such revised index which would produce the results equivalent, as nearly as possible, to those which would have been obtained if the Consumer Price Index had not been so revised. If the 1984 average shall no longer be used as an index of 100, such change shall constitute a substantial revision. If the Consumer Price Index shall become unavailable to the public because publication is discontinued, or otherwise, a comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by any other governmental agency or, if no such index shall be available, then a comparable index published by a major bank or other financial institution or by a university or a recognized financial publication shall be used to calculate the rental increases required by this Section.

Section 2.4 So long as Tropicana retains the Threshold Interest, the annual percentage rent (a) from May 1, 2009 through December 31, 2009 and for the 2010 and 2011 Lease Years shall be equal to ten percent (10%) of the amount by which Gross Revenues, as defined in Section 2.10 below, exceeds $50,000,000.00, and (b) for each Lease Year after the 2011 Lease Year, the annual percentage rent shall be equal to ten percent (10%) of the amount by which Gross Revenues exceeds the Breakpoint, as defined in Section 2.5 below, for that Lease Year.

Section 2.5 Within forty-five (45) days after the close of each calendar quarter, the Landlord shall be furnished with a statement certified by the Tenant’s Controller or Treasurer (or an officer holding a similar title) setting forth the amount of Gross Revenues for the immediately preceding calendar quarter. For each Lease Year beginning January 1, 2009, January 1, 2010 and January 1, 2011, when the total Gross Revenues for a Lease Year has exceeded $50,000,000.00, accompanying the quarterly statement shall be payment of percentage rent equal to ten percent (10%) of the total Gross Revenues for the entire Lease Year in excess of $50,000,000.00, less any percentage rent paid in any previous calendar quarter with respect to that Lease Year. For each Lease Year beginning January 1, 2012 and for each Lease Year thereafter, when the total Gross Revenues for a Lease Year exceeds the Breakpoint, which is defined as the quotient obtained by dividing the fixed rent for that Lease Year determined pursuant to Section 2.3 by ten percent expressed as a decimal, or one-tenth (.10), accompanying each such quarterly statement shall be

payment of percentage rent in an amount equal to ten percent (10%) of the total Gross Revenues for the entire Lease Year in excess of the Breakpoint, less any percentage rent paid in a previous calendar quarter with respect to that Lease Year.

Section 2.6 Within sixty (60) days after the end of each Lease Year, the Landlord shall be furnished with a statement certified by the Tenant’s Controller or Treasurer (or an officer holding a similar title) of the amount of the Gross Revenues so reported for the Preceding Lease Year, together with an appropriate accounting setting forth the amount of percentage rent to which the Landlord was entitled for that Lease Year, the amounts paid to the Landlord on account thereof, and the resulting balance due the Landlord or the amount of overpayment which Landlord has received in the event payments on account exceeded the percentage rent payable for the Preceding Lease Year. Landlord will be paid any such balance due at the time of delivery of said certified statement or if there has been such an overpayment, the amount of said overpayment shall be credited against the fixed rent obligations for the following Lease Year until such credit has been reduced to zero. Such statement and accounting shall be supplemented not later than one hundred twenty days after the end of each Lease Year with a statement of Gross Revenues for the Lease Year just ended, reported upon by independent certified public accountants, who may be the auditors for the Tenant or affiliates of the Tenant, and a computation approved in writing by those independent certified public accountants showing the percentage rent due because of Gross Revenues for the Lease Year just ended, along with the payment of any indicated balance due. Tenant shall also provide Landlord not later than one hundred twenty (120) days after the end of each calendar year with Tenant’s audited GAAP financial statement (which may be in the form of a supporting consolidating schedule as part of consolidated audited financial statement for Tropicana or other parent of Tenant) and not later than September 15 of each year with Tenant’s standard financial statement required to be filed with the Nevada gaming authorities pursuant to Nevada Gaming Regulation 6.070.

Section 2.7 In order to permit computation of the percentage rent to be paid under Section 2.4, the Tenant shall keep all accounting records required by applicable law and such other records as are sufficient to furnish all of the information necessary to compute Gross Revenues.

Section 2.8 If the Landlord reasonably believes that there are grounds to question the percentage rent reported by Tenant as being due, the Landlord shall have the right, but only once with respect to each Lease Year of the Tenant and not later than one (1) year after the end thereof, to cause an audit of the business of the Tenant to be conducted at the Premises by a certified public accountant of the Landlord’s selection, who is qualified, reputable and not engaged on a contingency fee basis, to verify the amount set forth in the Tenant’s statement of Gross

Revenues for such Lease Year. Such audit shall be conducted so as to not unreasonably interfere with Tenant’s operations at the Premises. If a statement of Gross Revenues made by the Tenant shall be found to be in error such that the Tenant has underpaid annual percentage rent for the Lease Year of the Tenant audited by an amount exceeding five percent (5%) of the percentage for such Lease Year of the Tenant, the Tenant shall immediately pay within five (5) working days the additional amount of percentage rent owed, plus the cost of the audit. In all other events, the cost of the audit shall be paid solely by the Landlord. The Tenant agrees to keep and maintain, at its offices, intact for a period of one (1) year after the end of each Lease Year of the Tenant all of the records, books, accounts and other data which are regularly kept by the Tenant in the ordinary course of its business to establish the Tenant’s Gross Revenues.

Section 2.9 During the term hereof, the Tenant shall cause to be placed, and remain on file with the Nevada State Gaming Control Board and the Nevada Gaming Commission or any successor agency, a continuing written consent and authorization from the licensee at Mont Bleu Resort by which a representative of the Landlord may, during business hours, examine and copy all reports and return showing the gross winnings or gross revenue from gaming licensed and conducted at the Premises. The requirements of this subparagraph are a condition to this Lease. Such requirements must be met irrespective of who may be the licensee at the Premises.

Section 2.10 For purposes of this Lease, the term “Gross Revenues” means all amounts received, whether by cash or credit, from the operation of all of the facilities and businesses on the Premises and the Enterprise now known as MontBleu, including, but not limited to, rooms, bars, restaurants, concessions and gaming, and shall be measured by Lease Year. Gross Revenues shall expressly exclude: (i) proceeds from the sale, exchange or voluntary or involuntary disposition of Owner’s property which had not been held for sale, (ii) such amounts as may be received and held by Owner as security or in other special deposits (iii) applicable excise, sales, occupancy and use taxes, or similar government taxes, duties, levies or charges collected directly from patrons or guests, or as a part of the sales price of any goods, services, or displays, including gross receipts, admission, cabaret, or similar or equivalent taxes; (iv) receipts from awards or sales in connection with any condemnation, from other transfers in lieu of and under the threat of any condemnation, and other receipts in connection with any condemnation; (v) proceeds of any insurance, including the proceeds of any business interruption and/or contingent business interruption insurance; (vi) discounts (including rebates, credits or charge or credit card commissions); (vii) gratuities and service charges collected for payment to employees; (viii) any credits or refunds made to customers, guests or patrons; (ix)interest income; and (x) any reserve for and/or uncollectible debts as determined in accordance with generally accepted accounting principles consistently applied.

Section 2.11. If Tropicana no longer retains the Threshold Interest, as defined in Section 1.2 above, the rent for each Lease Year provided for in Section 2.1 (a) and Section 2.1 (b) will, at the election of the Landlord (to be exercised within one hundred twenty (120) days after receipt of the Notice of Offer (as defined in Section 10.1 ) provided by Tenant with respect to the offer which, if consummated, would result in Tropicana no longer retaining the Threshold Interest) (the “Election Period” )), either be (a) the fixed rent calculated as provided in Section 2.2, or (b) the fixed and percentage rent calculated as provided in Sections 2.3 and 2.4. If Landlord does not notify Tenant of its election before the end of the Election Period, Landlord shall be deemed to have elected the rent under subclause (a). Until Landlord has made, or is deemed to have made, its election, Tenant shall continue to pay the rent then in effect.

IV. The following sentence is added to the end of Section 5.1 of the Original Lease:

Notwithstanding anything in this Lease to the contrary, if Tenant is not in default under Section 23.7 below and the non-restricted gaming license for the Premises will not be jeopardized, then Tenant shall have the right, subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, to temporarily close portions of the Premises to the public in order to perform any renovation, remodeling, maintenance, capital improvements, repair or other construction-related matters required of Tenant under this Lease. Landlord’s consent to any such closure shall not be deemed a representation by Landlord that such closure will not result in a default of Section 23.7.

V. The following sentence is added to the end Section 6.1 of the Original Lease:

The Landlord and Tenant acknowledge that as of the Effective Date the Premises is not currently in a first class condition and repair, but that Tenant shall be obligated to ensure the Premises is in first class condition and repair no later than December 31, 2015. Prior to December 31, 2015, Landlord hereby agrees to not give Tenant a notice of default (or otherwise declare a default) under this Lease (including under Section 5.1 or this Section 6.1 ) due to the Premises not being in first class condition and repair, provided that Tenant (i) is otherwise performing all of the maintenance and repair obligations required of Tenant necessary to keep the Premises in good condition and repair and otherwise complies with such other obligations to repair and maintain the Premises under this Section 6.1 , and (ii) corrects the Deficiencies (as defined below) in accordance with the time period set forth in Section 6.6

below (clauses (i) and (ii) are collectively referred to as the “Interim Maintenance Obligations” ).

VI. Article VI of the Original Lease is amended to add the following four new sections:

Section 6.3 . Starting in 2009, except as set forth below, Tenant must expend at least five percent (5%) of annual Gross Revenues (as defined in Section 2.10) (the “CapEx Requirement” ) on real property capital expenditures at the Premises, including, without limitation, the replacement and upgrade of electrical, plumbing, mechanical, fire safety, and other building systems that have reached or are imminently close to reaching the end of their useful lives, and the renovation of guest rooms and other facilities, so as to maintain the Premises (including the front of the house, the back of the house, and the parking areas) at all times in a condition that is both first class and competitive with other hotel-casinos at Stateline, Nevada, and also in compliance with all laws and regulations of all governmental authorities having jurisdiction over the Premises; provided, however, that (a) so long as Tenant has performed the Interim Maintenance Obligations as provided in Section 6.1 , Tenant shall not be required to satisfy the CapEx Requirement for any Lease Year ending prior to January 1, 2012; and (b) for each Lease Year between January 1, 2012 and January 1, 2016, Tenant shall only be required to spend three and 75/100ths percent (3.75%) of the CapEx Requirement on real property capital expenditures for the Premises, with the remainder 1.25% being spent on Other Property (as defined below); and (c) for each Lease Year after the 2015 Lease Year, no less than fifty percent (50%) of the CapEx Requirement shall be used on real property capital expenditures at the Premises and up to fifty percent (50%) of the CapEx Requirement may be spent on gaming systems, equipment and other furniture, trade fixtures and equipment used at the Premises (even if not capital in nature) (collectively “Other Property” ), and if Tenant spends more than fifty percent (50%) of the CapEx Requirement in any Lease Year after the 2015 Lease Year on Other Property, the amount spent in excess of such 50% threshold for Other Property may be carried forward and applied towards Tenant’s CapEx Requirement with respect to Other Property in subsequent Lease Years, provided the application of such carried forward excess does not exceed 50% of the CapEx Requirement in any Lease Year.

The CapEx Requirement described in this Section 6.3 shall be a minimum, not a maximum, and the expenditure of the minimum amount shall not create any presumption of compliance with Section 6.1 or other applicable provisions of this Lease. Expenditures made for furniture, furnishings and equipment that

do not become a part of the real property under Nevada law, and for gaming equipment, shall not be considered real property capital expenditures.

Section 6.4 . In order to assist in determining compliance with the requirements of Section 6.3 , Tenant shall separately keep for the Enterprise accounting records sufficient to furnish all of the information necessary to compute Gross Revenues and to determine the amount and nature of the real property capital and other expenditures made. Such accounting records shall include detailed information concerning the nature of each expenditure, the date of the expenditure, and to whom payment was made. All accounting records required to be kept shall be available for inspection and copying by Landlord or its authorized agents, attorneys or accountants, at any reasonable time, and shall be made available at the Premises or at such other location as Landlord and Tenant may mutually agree, and Tenant shall allow and facilitate the duplication of such documents by Landlord. Not less than one hundred twenty (120) days after the end of each Lease Year, the Tenant will provide Landlord with a statement of the Gross Revenues of the Enterprise for the year, and a statement of amounts spent pursuant to the requirements of Section 6.3 , reported upon and certified by independent certified public accountants, who may be the auditors for the Tenant, and a computation approved in writing by those independent certified public accountants, showing that the provisions of Section 6.3 have been satisfied for the prior Lease Year. Landlord may, upon notice given to Tenant, object to such statement and give notice to Tenant under Section 11.1 (b) that Tenant has failed to comply with the requirements of Section 6.3 .

Section 6.5 . Tenant shall provide to Landlord on an ongoing basis, and in any event within forty-five (45) days of a written request by Landlord: any and all test and/or inspection reports obtained or received by Tenant or its affiliates, agents or attorneys with respect to the condition of the Premises, including, without limitation, any tests for the presence of asbestos or mold, and any tests regarding environmental conditions at the Premises. All such documents, whether in paper or electronic form, shall be produced at the Premises or at such other location as Landlord and Tenant may mutually agree, and Tenant shall allow and facilitate the duplication of such documents by Landlord.

Section 6.6 . Tenant agrees to correct or cause to be corrected the items set forth in Schedule 1 attached hereto (the “Deficiencies” ) by December 31, 2011. From and after the Effective Date, Tenant shall, subject to Section 26.12 of the Lease, immediately

commence and diligently pursue, with a reasonably consistent and regular expenditure of funds, the correction of the Deficiencies. Tenant shall promptly provide Landlord with an action plan and such other documentation that shows that the work is proceeding in the manner required under this Lease. Tenant must update the action plan and provide Landlord with at least one detailed progress report per quarter on Tenant’s efforts to cure the Deficiencies. Tenant must permit Landlord and its representatives to observe the efforts to cure the Deficiencies at all reasonable times. Tenant shall provide Landlord with advance notice of at least one week prior to undertaking substantial work, and the notice shall include a description of the work to be performed, so that Landlord has the opportunity to observe the work. Nothing in this Section 6.6 shall diminish Tenant’s obligations under the Lease with respect to the condition and maintenance of the Premises.

VII. Section 7.3 of the Original Lease is amended in its entirety to read as follows:

(a) Subject to the provisions of Article XXI concerning confidentiality, at least thirty (30) days prior to the beginning of each Lease Year, Tenant shall create and provide a detailed annual budget to Landlord that sets forth, on an itemized basis, Tenant’s plans for real property capital expenditures on the Premises and expenditures on furniture, furnishings and equipment for the Premises. The budget for the 2009 calendar year shall be provided to Landlord on or before September 30, 2009.

Premises or at such other location as Landlord and Tenant may mutually agree, and Tenant shall allow and facilitate the duplication of such documents by Landlord.

VIII. Section 10.1 of the Original Lease is amended by lengthening the period of the Matching Option from 60 days to 120 days.

IX. Section 10.2 of the Original Lease is amended by lengthening the period in which the closing must occur from 120 days to 180 days after the notice of exercise of a Matching Option is given.

X. Article X of the Original Lease is amended to add the following new sections:

Section 10.4 . The Landlord’s right of first refusal set forth in Section 10.1 above is intended to apply to, and does apply to, (a) any offer to purchase the Tenant’s rights under the Lease (including such an offer in connection with a larger transaction to purchase the Enterprise being operated by Tenant on the Premises), or (b) any direct or indirect transfer of the Tenant. Clause (a) and clause (b) shall not apply to (i) any such offer or transfer where Tropicana retains the Threshold Interest, (ii) the foreclosure of a Leasehold Mortgage made in compliance with Article XIX, or (iii) the first assignment of this Lease by a Leasehold Mortgagee who has foreclosed upon its Leasehold Mortgage made in compliance with Article XIX (the exceptions set forth in clauses (i) through (iii) are referred to collectively as the “Permitted Transfers” ). If a transfer to an affiliated person or entity is later followed by a transfer of some or all of the ownership interest in such affiliated person or entity to an unaffiliated person or entity, then such ownership interest transfer shall be considered a transfer under clause (b) to the extent such unaffiliated person or entity holds a direct or indirect voting or economic interest in Tenant. In addition, Landlord’s right of first refusal set forth in Section 10.1 above will apply even if the offer to purchase Tenant’s rights under the Lease and the Enterprise is part of a larger transaction involving other properties of Tenant or any affiliate of Tenant. In any case where the Landlord’s right of first refusal applies in connection with such a larger transaction, the purchase price for the Tenant’s rights under the Lease and the Enterprise shall be determined by one or more qualified person selected by Landlord in Landlord’s sole and absolute discretion, which purchase price will be determined within the time allowed for exercising the Matching Option. In any case where Landlord exercises its right of first refusal, Landlord shall receive a credit against the purchase price equal to Fifteen Million Dollars ($15,000,000) plus the assignment fee required by Section 15.1 of this Lease. In connection with a transfer of the Tenant, the Enterprise or the Tenant’s interest in this Lease, as applicable, which is neither a

Permitted Transfer nor a transfer of 100% of the Tenant, the Enterprise or the Tenant’s interest in this Lease, as applicable, then the Landlord’s purchase right under this section shall apply to all of the Tenant, the Enterprises or the Tenant’s interest in this Lease, as applicable; and the purchase price for such entire interest shall be equal to the purchase price for the interest being transferred multiplied by a fraction the numerator of which is the number one (1) and the denominator of which is the percentage interest (express as decimal) being transferred. By way of example, if a 40% interest in the Tenant is being transferred for a purchase price of $100,000, then the Landlord’s purchase price for 100% of the Tenant would be $250,000 ($100,000/.40). For the avoidance of doubt, direct or indirect transfers of Tropicana shall not under any circumstances be subject to (i) Article XV, (ii) Landlord’s right of first refusal or (iii) Landlord having the right to exercise the Buy-Out Right.

Section 10.5 . If Tenant, or any owner or affiliate of Tenant, decides to make Tenant’s rights under this Lease available for sale, then Tenant shall provide written notice to Landlord within five (5) business days of making that decision.

XI. Section 11.1(c) of the Original Lease is hereby amended and restated in its entirety as follows:

After the effectiveness of the Plan, the Tenant or any Guarantor files or consents to the filing of any petition seeking debtor’s relief or a petition seeking relief is filed against Tenant and not dismissed within sixty (60) days.

XII. Article XI of the Original Lease is amended to add the following new sub-sections:

Section 11.1(d) . Any Guarantor shall revoke or disavow the Guaranty, any Guarantor shall dissolve or terminate, or an event of default shall occur by any Guarantor under the Guaranty.

Section 11.1(e) . The failure by Tenant to provide a replacement Guarantor as provided in Article XXX below.

XIII. Section 11.2(a) of the Original Lease is amended by deleting the phrase “any reasonable costs, including but not limited to reasonable attorneys’ fees, incurred by the Landlord in recovering possession of the Premises” and replacing that phrase with the following phrase and including the following additional sentence at the end of such sub section:

“any other costs necessary to fully compensate Landlord for direct and indirect costs, one hundred percent (100%) of the actual attorneys’ fees, costs and expenses (including without limitation the fees of expert consultants and witnesses) incurred by the

Landlord in recovering possession of the Premises. Tenant agrees that this provision is not an unenforceable penalty.”

XIV. Section 15.1 of the Original Lease is amended, by revising the first sentence of that section to read as follows.

During the term of this Lease, the Tenant shall be the licensed operator of the Premises and shall operate the Enterprise on the Premises.

XV. Sections 15.2, 15.3 and 15.4 of the Original Lease are hereby deleted in their entirety.

XVI. Section 15.5 of the Original Lease is amended and restated in its entirety to read as follows:

The provisions of this Article XV shall apply to any direct or indirect transfers of this Lease, including, without limitation, the sale of interests in any entity owning a direct or indirect interest in Tenant; provided; however, that the payment of the assignment fee referenced in Section 15.1 shall not apply to any Permitted Transfer (as defined in Section 10.4 ).

XVII. Section 19.1 of the Original Lease is amended and restated in its entirety to read as follows:

The Tenant may at any time or times mortgage or otherwise encumber its rights as Tenant under this Lease (in each case, a “Leasehold Mortgage” ) for purposes of alterations to the Premises as defined in Article VII and/or in connection with (i) any debtor-in-possession financing arranged by Tropicana, if such debtor-in-possession financing is in place as of the Effective Date and is not satisfied through Tropicana’s plan of reorganization, (ii) any exit financing for Tropicana’s emergence from bankruptcy, (iii) any acquisition financing by any assignee or purchaser of Tenant, and (iv) any refinancings of any of the foregoing; provided, however, (A) that all such Leasehold Mortgages are made in compliance with this Article XIX, (B) the Leasehold Mortgage relating to the financings described in (iii) and (iv) above will only be permitted if such Leasehold Mortgage is from an

institutional lender with the ability (financial and otherwise) to perform the Tenant’s obligations under this Lease, and (C) the Leasehold Mortgage (s) arising in connection with the financings described in clauses (i) through (iv) above shall secure no more than the fair market value of Tenant’s leasehold interest in the Premises (determined at the time the Leasehold Mortgage is recorded against the Premises) or, if the Leasehold Mortgage is a blanket mortgage, such Leasehold Mortgage shall provide that it will be released as a lien against the Lease and Enterprise upon the payment of the fair market value of Tenant’s leasehold interest in the Premises (determined at the time the Leasehold Mortgage is recorded against the Premises) stated in such Leasehold Mortgage. Each Leasehold Mortgage (excluding any Leasehold Mortgage for the debt described in clauses (i) and (ii) above) shall contain a provision granting Landlord the right and option, exercisable by written notice within the thirty (30) day period following the recordation of a notice of default, to purchase the Leasehold Mortgagee’s (as defined below) position for cash in an amount equal to the entire balance of the principal and interest due and owing by Tenant (or if a blanket Leasehold Mortgage, the amount allocated therein to the Premises) and providing further that Landlord shall have ninety (90) days after the recordation of a notice of default in which to complete said purchase. Notwithstanding anything to the contrary set forth in this Article XIX, Landlord shall not be required to subordinate its fee interest in the Premises to any Leasehold Mortgage. Any leasehold mortgagee of any leasehold mortgage in existence as of the Effective Date shall have no right to avail itself of the provisions of this Article XIX until it has executed the Consent attached to the Amended and Restated Amendment and its leasehold mortgage is in compliance with the terms of Article XIX.

XVIII. Section 24.1 is hereby deleted in its entirety and Section 24.2 is hereby amended and restated in its entirety as follows:

The Tenant will have the right to feature the Golf Course in Stateline, Nevada owned by the Landlord in advertising, promotions, and promotional materials relating to the Enterprise. In no event shall Tenant advertise that guests at the Enterprise shall have the privilege of playing on the Golf Course.

XIX. Section 26.9 of the Original Lease is hereby amended in its entirety to read as follows:

(a) The Landlord may, after providing Tenant reasonable prior written notice, enter upon the Premises to inspect and photograph them. The right to inspect includes without limitation the right to test. The testing may include sample collection, diagnostic testing, intrusive testing, and/or destructive testing.

(b) The Landlord may, after providing Tenant reasonable prior notice, enter upon the Premises for purposes of making any repairs which may be essential for the protection and maintenance of the Premises which the Tenant fails to make after reasonable notice by Landlord and an opportunity for Tenant to make such repairs. The cost of any such repairs will be payable immediately upon demand by the Tenant to the Landlord as additional rent under this Lease.

(c) In exercising its right under this Section 26.9, Landlord agrees that its entry onto the Premises shall not unreasonably interfere with Tenant’s operations thereon. Landlord agrees that Tenant shall have the right to have a representative of Tenant accompany Landlord and its representatives while on the Premises.

XX. There is hereby added to the Original Lease a new Section 26.15 to read in full as follows:

Section 26.15 . If a party is the prevailing party in any action against the other to enforce or interpret this Lease, the prevailing party shall be entitled to the award of 100 percent of its actual attorneys’ fees, costs and expenses (including without limitation the fees of expert consultants and witnesses), in addition to any other remedy entered by the Court.

XXI. There is hereby added to the Original Lease a new Section 26.17 to read in full as follows:

Section 26.17 . Tenant covenants and agrees (for itself and on behalf of its affiliates) not to take any action, directly or indirectly, that challenges, opposes or in any interferes with the entitlement of the premises on which is located the hotel-casino currently known as the Horizon Casino Resort to the benefits and protections afforded structures housing gaming under a nonrestricted license by the provisions of Article VI of the Tahoe Regional Planning Compact.

XXII. There is hereby added to the Original Lease a new article, Article XXIX, to read in full as follows:

limitation operating reports), in order to monitor and ensure Tenant’s compliance with the terms and conditions of the Lease. Tenant shall allow and facilitate the duplication of such books and records by Landlord and its representatives. Landlord and its representatives will not have any responsibility for, nor incur any liability with respect to, Tenant’s operations. Tenant also agrees to cooperate, at Landlord’s sole cost and expense, with any of Landlord’s efforts relating to permitting, land use, entitlements and related matters on the Premises, and in connection therewith, will execute (within ten (10) business days of request) such documents as may be reasonably necessary to assist Landlord with such efforts.

XXIII. There is hereby added to the Original Lease a new article, Article XXX, to read in full as follows:

On the effective date of the Plan, New Tropicana OpCo, a Delaware corporation ( “Guarantor” ), shall execute and deliver to Landlord a Lease Guaranty (the “Guaranty” ) in the form attached hereto as Exhibit B , guaranteeing the performance of Tenant’s obligations under this Lease. Upon any assignment of this Lease as provided in Article XV, Tenant shall cause Guarantor, concurrently with such assignment, to unconditionally reaffirm all of its obligations under this Lease on a form of reaffirmation reasonably approved by Landlord.

The dissolution, termination of existence, or other material event causing or resulting in a material adverse effect or change with respect to the Guarantor shall result in a default under this Lease unless Tenant cures such default by providing a substitute guarantor (who shall execute a new Guaranty) within thirty (30) days after the event causing such default. Such substitute guarantor shall have sufficient financial resources in the reasonable judgment of Landlord to perform its obligations under the Guaranty. Not less than fifteen (15) business days after Landlord’s written request, Tenant shall provide (or cause to be provided) to Landlord the most recent financial statement of Guarantor, upon which the chief financial officer (or an officer holding a similar title) shall certify that the financial statement is true and correct.

Landlord agrees that if (a) Guarantor, no longer owns, directly or indirectly, the Threshold Interest (substituting Guarantor for Tropicana in the definition of Threshold Interest) and (b) a new Guaranty has been executed by a new guarantor who Landlord reasonably believes has sufficient financial resources to perform its obligations under the Guaranty (collectively, the “Release Conditions” ), then Guarantor may request from Landlord in

writing a release of all obligations of Guarantor under the Guaranty arising from facts and occurrences occurring after the satisfaction of the Release Conditions; Landlord shall grant such release provided Landlord is satisfied that the Release Conditions have been met. In no event shall any guarantor be released from its obligations under any guaranty except as expressly provided in this Section.

XXIV. There is hereby added to the Original Lease a new article, Article XXXI, to read in full as follows:

Section 31(a) . Upon the termination or expiration of this Lease, Tenant shall unconditionally transfer to Landlord, at no charge and free and clear of all liens and interests, (a) the trademark “MontBleu” and (b) any other trademarks, service marks, trade names, and domain names owned by Tenant that incorporate the “MontBleu” name; provided, however, that Tenant shall retain the “Tropicana” trademark and all other intellectual property rights (including without limitation domain names) that utilize or relate to the “Tropicana” name and any other names, trademarks, or other intellectual property rights that Guarantor utilizes in or for the property during the term of this Lease. The transfer provided in this paragraph shall be made pursuant to an agreement or agreements to be reasonably approved and negotiated in good faith by Landlord and Tenant. Tenant agrees to execute such documents as may be reasonably required to carry out the terms and provisions of this Section.

Section 31(b) . Upon the termination or expiration of this Lease, Tenant shall grant to Landlord, at no charge, a limited license to use, in the same manner as used by Tenant at the time of termination or expiration of this Lease and solely in connection with the Premises property, the other trademarks used by Tenant in marketing the Premises (excluding the MontBleu trademark) to the extent Tenant may grant a license in such trademarks and such trademarks are used by Tenant in connection with the Premises property at the time of termination or expiration of this Lease, for the twelve (12) month period following the termination or expiration of this Lease. Such license shall be subject to customary license terms, including, without limitation, terms regarding quality control and brand standards. The use right provided in this paragraph shall be made pursuant to an agreement or agreements to be reasonably approved and negotiated in good faith by Landlord and Tenant. Tenant agrees to execute such documents as may be reasonably required to carry out the terms and provisions of this Section. Except for the limited license contemplated herein, Landlord acknowledges that it shall have no

additional right to the intellectual property to be licensed to Landlord pursuant to the terms of this Section.

Section 31(c) . The provisions of this Article shall survive the termination and expiration of the Lease.

In the case of any inconsistency between the provisions of the Original Lease and this Amended and Restated Amendment, the provisions of this Amended and Restated Amendment shall govern and control.

Except as expressly modified herein, the Original Lease shall remain in full force and effect and the Parties shall be bound by all the terms and conditions thereof and hereof.

This Amended and Restated Amendment may be entered into in more than one counterpart, each of which shall be deemed an original when executed, and which together shall constitute but one and the same Amended and Restated Amendment. Each Party may rely on facsimile and PDF signature pages as if such facsimile and PDF pages were originals.

SIGNATURES ON FOLLOWING PAGE

Landlord and Tenant have duly executed this Amended and Restatement Amendment as of the Effective Date.

LANDLORD:		TENANT:

Edgewood Companies, a Nevada corporation		Columbia Properties Tahoe, LLC,
		a Nevada limited liability company


By:	/s/ Steve Johnson	By:	/s/ Scott Butera
			Scott Butera
Name:	Steve Johnson		President and Chief Executive Officer

Its:	Chairman

EXHIBIT A

COPY OF ORIGINAL LEASE

EXHIBIT B

FORM OF GUARANTY

GUARANTY

This Guaranty is made effective as of , 2009, by NEW TROPICANA OPCO, INC., a Delaware corporation ( “Guarantor” ), in favor of EDGEWOOD COMPANIES, a Nevada corporation formerly known as Park Cattle Co. ( “Park Cattle” ).

RECITALS

A. Park Cattle, as Landlord, and Columbia Properties Tahoe, LLC ( “CPT” ), as assignee of Desert Palace, Inc., as Tenant, are parties to that certain Amended and Restated Net Lease Agreement (the “2000 Lease” ), dated January 1, 2000, involving the Douglas County, Nevada, real property described in the attachment thereto, as amended by that certain MontBleu Lease Amendment No. 2 dated as of June 12, 2009 (together with the 2000 Lease, the “Lease” ).

B. On May 2, 2008, CPT and Tropicana Entertainment, LLC, a Delaware limited liability company and certain other affiliates filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Proceedings” ) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court” ). CPT and certain of its affiliates filed that certain First Amended Joint Plan of Reorganization of Tropicana Entertainment, LLC (the “Plan” ) with the Bankruptcy Court which has, as of the date hereof, become effective.

C. Park Cattle has required Guarantor, the sole owner of CPT, to provide this Guaranty upon the effectiveness of the Plan.

GUARANTY

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged, Guarantor hereby agrees, covenants and warrants as follows:

1. Guaranty . Guarantor hereby unconditionally and irrevocably guarantees to Park Cattle, and its successors, endorsees, transferees and assigns, the full and prompt payment and performance of all indebtedness, liabilities and obligations under the Lease. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, rent payment obligations, or other obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under the Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of CPT and its successors and assigns (collectively, the “Obligors” ), and all other indebtedness, liabilities and obligations to be paid by Guarantor in connection with this Guaranty (including any and all amounts due under Section 13 hereof), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

2. Liability of Guarantor . The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows:

(a) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor, and shall not be contingent upon Park Cattle’s exercise or enforcement of any remedy it may have against the Obligors or any other person.

(b) Park Cattle may enforce this Guaranty with respect to the Lease, upon the occurrence of any breach or default affecting the Lease upon written notice to Guarantor.

(c) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied.

(d) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, any of the following events:

(i) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution of Obligors, Guarantor, any other guarantor or any other person or entity;

(ii) the liability of Obligors, Guarantor, any other guarantor or any other person or entity for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Lease;

(iii) any merger, acquisition, consolidation or change in structure of Obligors, Guarantor or any other guarantor or person, or any sale, lease, transfer or other disposition of any or all of the assets or ownership interests of Obligors, Guarantor, any other guarantor or other person or entity;

(iv) any assignment or other transfer, in whole or in part, of Park Cattle’s interests in and rights under this Guaranty or the Lease, including Park Cattle’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Park Cattle’s interests in and to the Guaranteed Obligations;

(v) any claim, defense, counterclaim or setoff, other than that of full prior performance, that Obligors, Guarantor, any other guarantor or other party may have or assert, including any defense of incapacity or lack of corporate or other authority to execute the Lease;

(vi) Park Cattle’s amendment, modification, renewal, extension, cancellation or surrender of the Lease or any Guaranteed Obligations;

(vii) Park Cattle’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligations; or

(viii) any other guaranty, whether by Guarantor or any other party, of all or any part of the Guaranteed Obligations, or any other indebtedness, obligations or liabilities of Obligors to Park Cattle.

3. Consents of Guarantor . Guarantor hereby unconditionally consents and agrees that, without notice and without further assent from Guarantor, all as Park Cattle may deem advisable, and all without impairing, abridging, releasing or affecting this Guaranty:

(a) The amount of the Guaranteed Obligations may be increased or decreased and additional indebtedness or obligations of Obligors under the Lease may be incurred, by one or more amendments, modifications, renewals or extensions of the Lease or otherwise.

(b) The time, manner, place or terms of any payment under the Lease may be extended or changed, including by an increase or decrease in the rent or interest rate on any Guaranteed Obligation or any fee or other amount payable under the Lease, by an amendment, modification or renewal of the Lease or otherwise.

(c) The time for Obligors’ (or any other party’s) performance of or compliance with any term, covenant or agreement on its part to be performed or observed under the Lease may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as Park Cattle may deem proper.

(d) Park Cattle may discharge or release, in whole or in part, any other guarantor or any other party liable for the payment and performance of all or any part of the Guaranteed Obligations, and may permit or consent to any such action or any result of such action, and shall not be liable to any Guarantor for any failure to collect or enforce payment or performance of the Guaranteed Obligations from any party.

(e) Park Cattle may request and accept other guaranties of the Guaranteed Obligations and any other indebtedness, obligations or liabilities of Obligors to Park Cattle and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action.

(f) Park Cattle may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege (including the right to accelerate the maturity of any Guaranteed Obligation and any power of sale) granted by the Lease or other agreement, or otherwise available to Park Cattle, with respect to the Guaranteed Obligations, even if the exercise of such right, remedy, power or privilege affects or eliminates any right of subrogation or any other right of Guarantor against Obligors.

Park Cattle agrees to provide Guarantor with timely notice of any of the events set forth in Paragraphs 3(a) through 3(f) above, but the failure to provide any such notice shall in no way limit, modify or diminish any of obligations of the Guarantor hereunder.

4. Guarantors’ Waivers .

(a) Guarantors hereby waive and agree not to assert:

(i) any right to require Park Cattle to marshall assets in favor of Obligors, Guarantor, any other guarantor or any other party, to proceed against Obligors, any other guarantor or any other party, or to pursue any other right, remedy, power or privilege of Park Cattle whatsoever;

(ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations;

(iii) any defense arising by reason of any lack of corporate or other authority or any other defense of Obligors, Guarantor or any other party;

(iv) any defense based upon any Park Cattle ’s errors or omissions in the administration of the Guaranteed Obligations except for Park Cattle’s gross negligence or willful misconduct in connection with such administration;

(v) any rights to set-offs and counterclaims;

(vi) Guarantor’s rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available with respect to the Guaranteed Obligations to Guarantor by reason of the legal principles described in and/or the Nevada equivalent of California Civil Code Sections 2787 to 2855, inclusive;

(vii) any rights or defenses Guarantor may have in respect of their obligations as guarantors or other surety by reason of any election of remedies by the creditor;

(viii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty.

(b) Guarantor waives any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by Park Cattle upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Except with respect to Park Cattle’s obligation to provide written notice of default or breaches to the CPT (or its successor tenant) pursuant to the Lease, Guarantors waive promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon Obligors, Guarantor or any other party with respect to the Guaranteed Obligations.

(c) The obligations of each of the Guarantors hereunder are independent of and separate from the obligations of Obligors and any other guarantor and upon the occurrence and during the continuance of any breach or default under the Lease, a separate action or actions may be brought against any Guarantor, whether or not Obligors or any such other guarantor is joined therein or a separate action or actions are brought against Obligors or any such other guarantor.

(d) Guarantors shall not have any right to require Park Cattle to obtain or disclose any information with respect to: (i) the financial condition or character of Obligors or the ability of Obligors to pay and perform the Guaranteed Obligations; (ii) the Guaranteed Obligations; (iii) the existence or nonexistence of any other guarantees of all or any part of the Guaranteed Obligations; (iv) any action or inaction on the part of Park Cattle or any other party; or (v) any other matter, fact or occurrence whatsoever.

5. Waiver of Subrogation Rights and Subordination . Guarantor shall not have, shall not directly or indirectly exercise, and hereby waives (a) any rights that it may acquire by way of subrogation under this Guaranty, by any payment hereunder or otherwise, (b) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, and (c) any other right which it might otherwise have or acquire (in any way whatsoever) which could entitle it at any time to share or participate in any right, remedy or security of Park Cattle as against Obligors or other guarantors, in connection with the Lease. If any amount shall be paid to any Guarantor on account of the foregoing rights at any time when all the Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of Park Cattle and shall forthwith be paid to Park Cattle to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of

the Lease. Any and all present and future debts and obligations of Obligors to Guarantor are hereby postponed in favor of and subordinated to the full payment and performance of all present and future debts and obligations of Obligors to Park Cattle.

6. Reinstatement . This Guaranty shall continue to be effective or shall be reinstated and revived, as the case may be, if, for any reason, any payment of the Guaranteed Obligations by or on behalf of Obligors shall be rescinded, invalidated, declared to be fraudulent or preferential, set aside, voided or otherwise required to be repaid to Obligors, its estate, trustee, receiver or any other person or entity (including under the Bankruptcy Code or other state or federal law), or must otherwise be restored by Park Cattle, whether as a result of proceedings in bankruptcy or reorganization or otherwise. To the extent any payment is so rescinded, set aside, voided or otherwise repaid or restored, the Guaranteed Obligations shall be revived in full force and effect without reduction or discharge for such payment. All losses, damages, costs and expenses that Park Cattle may suffer or incur as a result of any voided or otherwise set aside payments shall be specifically covered by the indemnity in favor of Park Cattle contained in Section 13 hereof.

7. Payments . Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which Park Cattle or any other person or entity may have against Guarantor by virtue hereof, upon the failure of Obligors to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), Guarantor shall forthwith pay, or cause to be paid, in cash, to Park Cattle an amount equal to the amount of the Guaranteed Obligations then due, if any, as aforesaid (including interest which, but for the filing of a petition in bankruptcy with respect to Obligors, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Obligors for such interest in any such bankruptcy proceeding). Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, or deduction for any taxes, on the day when due in U.S. dollars and in immediately available funds, to Park Cattle. All such payments shall be promptly applied against the Guaranteed Obligations from time to time by Park Cattle.

8. Representations and Warranties . Guarantor represents and warrants to Park Cattle that:

(a) This Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and general principles of equity.

(b) Upon the Plan becoming effective on the date hereof, and after and giving effect to the incurrence of Guarantor’s obligations under this Guaranty, Guarantor will not be insolvent.

(c) Guarantor has received at least “reasonably equivalent value” (as such phrase is used in Section 548 of the Bankruptcy Code, and in comparable provisions of other applicable law) and more than sufficient consideration to support its obligations hereunder in respect of the Guaranteed Obligations.

(d) Guarantor hereby acknowledges that it has undertaken its own independent investigation of the financial condition of Obligors and all other matters pertaining to this Guaranty and further acknowledge that it is not relying in any manner upon any representation or statement of Park Cattle with respect thereto. Guarantor represents and warrants that it has received and reviewed copies of the Lease and that it is in a position to obtain, and it hereby assumes full responsibility for obtaining, any additional information concerning the financial condition of Obligors and any other matters pertinent hereto that Guarantor may desire.

Guarantor is not relying upon or expecting Park Cattle to furnish to Guarantor any information now or hereafter in Park Cattle’s possession concerning the fmancial condition of Obligors or any other matter.

(e) As of the date of this Guaranty, Guarantor owns 100% of the outstanding equity of CPT.

9. Reporting and Financial Covenants . So long as any Guaranteed Obligations shall remain unsatisfied, Guarantor will furnish to Park Cattle:

(a) prompt written notice of any other condition or event which has resulted, or that will be expected to result, in a material adverse effect on any Obligor or Guarantor;

(b) prompt written notice of when Guarantor no longer owns, directly or indirectly through one or more affiliates, at least a seventy percent (70%) voting and economic interest in CPT; and

(c) such other information respecting the operations, properties, business or condition (financial or otherwise) of Guarantor as Park Cattle may from time to time reasonably request or as required by the Lease.

10. Further Assurances . So long as any Guaranteed Obligations shall remain unsatisfied, Guarantor will execute, acknowledge, deliver, file, notarize and register at its own expense all such further agreements, instruments, certificates, documents and assurances and perform such acts as Park Cattle shall deem necessary or appropriate to effectuate the purposes of this Guaranty, and promptly provide Park Cattle with evidence of the foregoing satisfactory in form and substance to them.

11. Notices . All notices, demands or other communications given hereunder shall be in writing and shall be sufficiently given if delivered by overnight delivery service or sent by registered or certified mail, first class, postage prepaid, personal delivery or similar written means of communication, addressed as follows:

Guarantor:

Tahoe Horizon, LLC

c/o Tropicana Entertainment

3930 Howard Hughes Pkwy

Las Vegas, NV 89169

Attn: Marc Rubinstein

with copy to (which shall not constitute notice):

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

Attn: Gary E. Axelrod, Esq.

Park Cattle:

Park Cattle Co.

1300 Buckeye Rd., Suite A

Minden, NV 89423

with copy to (which shall not constitute notice):

Downey Brand LLP

427 West Plumb Lane

Reno, NV 89509

Attn. Sallie B. Armstrong, Esq.

And:

Woodburn and Wedge

6100 Neil Road, Ste. 500

Reno, NV 89511

Attn: Gordon H. DePaoli, Esq.

or, subject to the foregoing, such other address with respect to any party hereto as such party may from time to time notify (as provided above) to the other party hereto. Any such notice, demand or communication shall be deemed to have been given if: (a) so mailed, as of the close of the third (3rd) Business Day following the date so mailed; and (b) if personally delivered, on the date of delivery; and (c) the next Business Day if mailed by express overnight mail.

12. No Waiver; Cumulative Remedies . No failure on the part of Park Cattle to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies under this Guaranty are cumulative and not exclusive of any rights, remedies, powers and privileges that may be available to Park Cattle under the Lease or otherwise.

13. Costs and Expenses; Indemnification .

(a) In the event of (i) any action or proceeding or Park Cattle’s collection or enforcement without institution of litigation proceedings that involves the protection, preservation or enforcement of Park Cattle’s rights or Guarantor’s obligations under this Guaranty, or (ii) Park Cattle’s participation in any proceeding which is authorized under the terms of the Lease, Park Cattle shall be entitled to payment, upon demand, from Guarantor of all costs and expenses associated therewith, including reasonable attorneys’ fees and litigation expenses. Guarantor will pay Park Cattle, upon demand, all reasonable attorneys’ fees and expenses incurred in the representation of Park Cattle in any aspect of any bankruptcy or insolvency proceeding initiated by or on behalf of any Guarantor that concerns any of its obligations to Park Cattle under this Guaranty, or otherwise. In the event of a judgment against Guarantor concerning any aspect of this Guaranty, the right to recover post-judgment attorneys’ fees and all other costs and expenses incurred in enforcing the judgment shall not be merged into and extinguished by any money judgment. The provisions of this Section constitute a distinct and severable agreement from the other contractual rights created by this Guaranty.

(b) In addition, whether or not the transactions contemplated by the Lease shall be consummated, Guarantor hereby agrees to indemnify Park Cattle, any affiliate thereof, and their respective directors, officers, employees, agents, counsel and other advisors (each an “Indemnified Party” ), against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements

of counsel to an Indemnified Party, which may be imposed on, incurred by, or asserted against any Indemnified Party, (i) in any way relating to or arising out of this Guaranty or the Guaranteed Obligations, or (ii) with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Party shall be designated a party thereto (the “Indemnified Liabilities” ); provided, however, that Guarantor shall not be liable to any Indemnified Party for any portion of such Indemnified Liabilities to the extent they are found by a final decision of a Court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, Guarantor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

(c) At the election of any Indemnified Party, Guarantor shall defend such Indemnified Party using legal counsel reasonably satisfactory to such Indemnified Party, at the sole cost and expense of Guarantor.

(d) Any amounts payable to Park Cattle under this Section if not paid upon demand shall bear interest from the date of such demand until paid in full, at the highest rate of interest provided for under the law (and if no rate is so provided, then at 8%). The right of Park Cattle under this Section 13 are in addition to any other indemnification rights it may have against Obligors.

14. Right of Set-Off . Upon the occurrence and during the continuance of any breach or default under this Guaranty and/or the Lease, Park Cattle is hereby authorized at any time and from time to time, without notice to Guarantor (any such notice being expressly waived by Guarantor), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Park Cattle to or for the credit or the account of Guarantor against any and all of the obligations of Guarantor now or hereafter existing under this Guaranty, irrespective of whether or not Park Cattle shall have made any demand upon Obligors or Guarantor under the Lease and although such obligations may be contingent and unmatured. Park Cattle shall promptly notify Guarantor after any such set-off and application made by it; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of Park Cattle under this Section are in addition to other rights and remedies (including other rights of set-off) which Park Cattle may have.

15. Survival . All covenants, agreements, representations and warranties made in this Guaranty survive the execution and delivery of this Guaranty, and shall continue in full force and effect so long as any Guaranteed Obligations remain unsatisfied. Without limiting the generality of the foregoing, the obligations of Guarantor under Section 13 hereof shall survive the satisfaction of the Guaranteed Obligations.

16. Benefits of Agreement . This Guaranty is entered into for the sole protection and benefit of Park Cattle and their successors and assigns, and no other party shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Guaranty. Park Cattle, by its acceptance of this Guaranty, shall not have any obligations under this Guaranty to any person or entity other than Guarantor, and such obligations shall be limited to those expressly stated herein.

17. Binding Effect; Assignment . This Guaranty shall be binding upon Guarantor and their successors and assigns, and inure to the benefit of and be enforceable by Park Cattle and its successors, endorses, transferees and assigns. Guarantor shall not have the right to assign or transfer their rights and obligations hereunder without the prior written consent of Park Cattle.

18. Entire Agreement; Amendments and Waivers . This Guaranty constitutes the entire agreement of Guarantor with respect to the matters set forth herein and supersedes any prior agreements, commitments, drafts, communications, discussions and understandings, oral or written, with respect thereto. There are no conditions to the full effectiveness of this Guaranty. This Guaranty may not be amended except by a writing signed by Guarantor and Park Cattle. No waiver of any rights of Park Cattle under any provision of this Guaranty or consent to any departure by Guarantor therefrom shall be effective unless in writing and signed by Park Cattle. Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

19. Limitation on Liability . No claim shall be made by Guarantor against Park Cattle or any of its affiliates, directors, employees, attorneys or agents for any special, indirect, exemplary, consequential or punitive damages in respect of any breach or wrongful conduct (whether or not the claim therefor is based on contract, tort or duty imposed by law), in connection with, arising out of or in any way related to the transactions contemplated by this Guaranty or any act or omission or event occurring in connection therewith, and Guarantor hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor unless such claim relates to or arises from the willful misconduct or gross negligence of Park Cattle.

20. Interpretation . This Guaranty is the result of negotiations between and have been reviewed by counsel to Park Cattle and Guarantor and is the product of the parties hereto. Accordingly, this Guaranty shall not be construed against Park Cattle merely because of Park Cattle’s involvement in the preparation thereof. This Guaranty shall be interpreted in an evenhanded manner rather than against any party. Captions are for convenience of reference only. The singular shall include the plural, and the masculine shall include the feminine.

21. Severability . Whenever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Guaranty shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Guaranty, or the validity or effectiveness of such provision in any other jurisdiction.

22. Venue . Guarantor hereby submits itself to the jurisdiction of the courts of the State of Nevada, and agree that any disputes arising hereunder shall be resolved in a court of competent jurisdiction in Minden, Nevada, or if there is no such court, then in the court of competent jurisdiction nearest to Minden, Nevada.

23. Attorneys Fees . In any action to enforce or interpret this Guaranty, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs and expenses.

24. Confidentiality . The parties to this Guaranty shall keep its terms confidential, except to the extent necessary to enforce any rights under this Guaranty.

25. Release From Guaranty . Park Cattle shall release Guarantor from this Guaranty upon satisfaction of the conditions precedent to such release set forth in the Lease and upon a new guarantor entering into a new guaranty (on substantially the same terms as set forth herein) with Park Cattle, which new guaranty shall include the assumption of and the responsibility for all of Guarantor’s obligations under this Guaranty existing prior on the date of such assumption.

Guarantor has executed this Guaranty, as of the date first above written. Guarantor has read this Guaranty, been advised by legal counsel regarding its terms, and understand those terms, and have freely and voluntarily entered into this Guaranty.

GUARANTOR:

NEW TROPICANA OPCO, INC., a Delaware corporation


By:
Name:	Scott Butera
Its:	President and Chief Executive Officer

SCHEDULE 1

DEFICIENCY LIST

MONT BLEU DEFICIENCY LIST

TRACKING(1)

CATEGORY

DEFICIENCY

REFERENCE(2)

SECTION

PAGE

REQUIRED ACTION

Plumbing

Abandoned Domestic Hot Water Heat Exchanger and Piping

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

4.1

Columbia Properties Tahoe (“CPT” and/or “Tenant”) will remove abandoned heat exchanger, cap off associated plumbing, and install redundant heat exchanger if necessary in accord with cited reference.

Plumbing

Kitchen Grease Interceptor Enzyme Treatment

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

4.2

Complete; to be removed from Schedule.

Plumbing

Can Washing Grease Interceptor

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

4.3

Complete; to be removed from Schedule.

Plumbing

Domestic Hot Water Pumps

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

4.4

Tenant to replace domestic hot water heaters upon failure and/or as reasonably necessary in accord with cited reference.

(1) Tracking numbers are for identification purposes only. Tracking numbers followed by * are deficiencies designated as “first priority” by Park Cattle Co., which the Tenant acknowledges will be afforded appropriate corrective priority. Tenant agrees to accord first priority to all deficiencies that implicate life safety or health concerns.

(2) The cited references in this column are specifically incorporated by reference into this Schedule 2 to the Mont Bleu Term Sheet. Where indicated, required corrective action is to be performed in accord with the recommendations in the cited references. Tenant acknowledges receipt of the cited references.

TRACKING(1)

CATEGORY

DEFICIENCY

REFERENCE(2)

SECTION

PAGE

REQUIRED ACTION

Plumbing

Domestic Water Service Meters Certification Record

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

4.5

Tenant to raise water meter above sump and water level to allow for accurate readings.

Plumbing

Damaged and Corroded Domestic Hot Water Pipe and Pipe Insulation

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

4.6

Tenant to replace pipe insulation in accord with cited reference; balance of items in cited reference will not be performed.

INTENTIONALLY LEFT BLANK

8. *

HVAC

Casino Built Up Air Handler Repairs

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.1

Tenant to correct deficiency in accord with recommendations in cited reference.

HVAC

Rooftop Packaged Air Handlers

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.2

Tenant to correct deficiency in accord with recommendations in cited reference.

10. *

HVAC

Casino and Hotel Fire-Rated Wall Construction

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.3

Tenant to correct deficiency in accord with the recommendations in the cited reference only if required by the March 20, 2009 Study of Fire Protection Capability for Mont Bleu (William A. Greene) 3 as adopted and implemented by the Tahoe Douglas

(3) Incorporated by this reference.

TRACKING(1)

CATEGORY

DEFICIENCY

REFERENCE(2)

SECTION

PAGE

REQUIRED ACTION

Fire Protection District.

11. *

HVAC

Duct Shaft Fire- Rated Wall Construction

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.4

12. *

HVAC

Duct Shaft and Rated Wall/Smoke Dampers

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.5

13. *

HVAC

Smoke Detector Spacing in Casino

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.6

14. *

HVAC

Laundry Room 2 Hour Fire Resistive Wall Construction

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.7

TRACKING(1)

CATEGORY

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REQUIRED ACTION

Fire Protection District.

15. *

HVAC

Laundry Room Rated Wall Duct Penetration FSD

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.8

16. *

HVAC

Laundry Room Air Balance

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.9

Tenant has obtained air balance study from Southland. Tenant to implement recommendations of Southland as related to air balance issues in accord with recommendations in cited reference.

17. *

HVAC

Engineered Smoke Control

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.10

18. *

HVAC

Spa and Pool Mechanical Rooms Ventilation and Exhaust

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.11

Tenant to correct deficiency in accord with recommendations in cited reference.

19.

HVAC

Supports and Seismic Bracing

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report

5.12

Inapplicable; to be removed from Schedule.

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REQUIRED ACTION

Mechanical, Fire Protection, Plumbing Systems

20.

INTENTIONALLY LEFT BLANK

21.

HVAC

Steam Deaerator

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.14

Tenant to correct deficiency in accord with recommendations in cited reference.

22.

HVAC

Flexible Connections at Central Plant Pumps

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.15

Tenant to replace flexible connections at central plant pumps upon failure and/or as reasonably necessary in accord with recommendations in cited reference. Replacement program will continue beyond December 31, 2011, through termination of the lease.

23.

HVAC

Existing Central Plant Pumps

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.16

Tenant to replace existing central plant pumps upon failure and/or as reasonably necessary in accord with recommendations in cited reference. Replacement program will continue beyond December 31, 2011, through termination of the Lease.

24.

HVAC

Ventilation Fan in Passenger Elevator Machine Room

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.17

Complete; to be removed from Schedule.

25.

HVAC

Grease at Kitchen Exhaust Fans and

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report

5.18

Tenant to correct deficiency in accord with cited reference by placing on “Maximo” (or reasonable equivalent)

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DEFICIENCY

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PAGE

REQUIRED ACTION

Ducts

Mechanical, Fire Protection, Plumbing Systems

preventative maintenance management system and conducting regular preventative maintenance.

26.

HVAC

Corroded Pipe and Damaged Pipe Insulation

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.19

Tenant to correct deficiency in accord with cited reference.

27.

HVAC

Health Club Air Distribution

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.20

Tenant to correct deficiency in accord with cite reference.

28.

HVAC

Kitchen Exhaust and General Exhaust Fans

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.21

Tenant to replace kitchen exhaust and general exhaust fans upon failure and/or as reasonably necessary in accord with recommendations in cited reference.

29.

INTENTIONALLY LEFT BLANK

30.

INTENTIONALLY LEFT BLANK

31.

HVAC

Abandoned Redundant Cooling Tower

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.24

Tenant to correct deficiency in accord with cited reference.

32. *

HVAC

Miscellaneous Laundry Room Issues

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection,

5.25

Tenant to correct deficiencies in accord with cited reference.

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PAGE

REQUIRED ACTION

Plumbing Systems

33.

HVAC

Preventative Maintenance Program and Maintenance Staff Level

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

5.26

Tenant to continue in its use of “Maximo” preventative maintenance system or equivalent.

All major building systems and system components will be input into “Maximo” for preventative maintenance in accord with the manufacturers’ recommendations or appropriate industry standards for preventive maintenance (where manufacturers’ recommendations are not available), by December 31, 2009.

Preventative maintenance on major building systems and components to be conducted thereafter pursuant to “Maximo” system.

Tenant acknowledges that there are currently 16 employees in the engineering/maintenance department.

Tenant to consider hiring, in its discretion, full time in house electrician for the purpose of correcting the electrical deficiencies set forth in this schedule.

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PAGE

REQUIRED ACTION

34.

Mechanical/ HVAC Documents Needed(4)

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

7.1

Tenant to provide the following documents in the cited reference: a, b, c, d, e, f, I, j, l, m, o, p, v, aa, and bb.

Tenant to provide the following documents in the cited reference only to the extent that corrective action for the deficiencies that the documents relate to is required by the March 20, 2009 Study of Fire Protection Capability for Mont Bleu (William A. Greene) as adopted and implemented by the Tahoe Douglas Fire Protection District: n, q, r, s.

Tenant will not be required to provide the remaining documents in the cited reference.

35.

Mechanical/ HVAC Recommended Engineering Studies and Designs

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

7.2

Tenant to provide the following documents in the cited reference: f, 1, o, and q.

(4) The provision of documents as noted in this section shall not diminish the Tenant’s continuing obligation to provide documents pursuant to the Mont Bleu Lease Amendment.

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REQUIRED ACTION

by the Tahoe Douglas Fire Protection District: c, f, g, h, i, j, k, m, n.

Tenant will not be required to provide the remaining documents in the cited reference.

36. *

Fire Protection

Rooftop Air Handler Smoke Control Capability

October 27, 2008
CTG MB Casino and Hotel Condition Assessment Report Mechanical, Fire Protection, Plumbing Systems

6.2

37.

Fire Protection

Missing Escutcheons—Main Entry

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference.

38.

Fire Protection

Improper Head Spacing—Casino Floor

November 6, 2008
Overhead Fire Protection Report

39. *

Fire Protection

Antifreeze Loops— Casino

November 6, 2008
Overhead Fire Protection Report

Complete; item to be removed from Schedule.

40. *

Fire Protection

Sprinkler Heads— Casino Cage

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference.

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REQUIRED ACTION

41.

Fire Protection

Sprinkler Head—Buffet Area

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference.

42.

Fire Protection

Recall Sprinkler Heads—Kitchen Areas

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference.

43.

Fire Protection

Sprinkler Heads—Liquor Storage

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference.

44.

Fire Protection

Sprinkler Head/Missing Escutcheon—West Entry

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference.

45.

Fire Protection

Sprinkler Heads—Loading Dock

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference.

46.

Fire Protection

Seismic Bracing—Dry Goods Storage

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference.

47.

Fire Protection

Disconnected Sprinkler Heads—Dry Goods Storage

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference.

48. *

Fire Protection

Sprinkler Heads—Laundry Room

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference.

49.

Fire Protection

Sprinkler Heads/Heat Collectors—

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in

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DEFICIENCY

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REQUIRED ACTION

Catwalk Area

the cited reference.

50.

Fire Protection

Code Compliance

November 6, 2008
Overhead Fire Protection Report

Item to be removed from Schedule; superseded by the March 20, 2009 Study of Fire Protection Capability for Mont Bleu (William A. Greene) as adopted and implemented by the Tahoe Douglas Fire Protection District.

51. *

Fire Protection

Tamper Switch Wiring—Dry System for Garage

November 6, 2008
Overhead Fire Protection Report

Complete; item to be removed from Schedule.

52.

Fire Protection

Standpipes—Garage

November 6, 2008
Overhead Fire Protection Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference.

53.

Fire Protection

Sprinkler Coverage—Garage

November 6, 2008
Overhead Fire Protection Report

54.

Fire Protection

Pipe Hangers—Garage

November 6, 2008
Overhead Fire Protection Report

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REQUIRED ACTION

55.

Fire Protection

Sprinkler Head Condition—Guest Floors 6 and 7

November 6, 2008
Overhead Fire Protection Report

Tenant to correct deficiency in accord with recommendations in cited reference.

56.

Fire Protection

Sprinkler Head Coverage—Guest Floors 5, 7, 8, and 9

November 6, 2008
Overhead Fire Protection Report

Complete; item to be removed from Schedule.

57.

Fire Protection

Control Valves—Floors 3, 4, and 5

November 6, 2008
Overhead Fire Protection Report

Complete; item to be removed from Schedule.

58. *

Fire Protection

Antifreeze Loops

November 6, 2008
Overhead Fire Protection Report

Complete; item to be removed from Schedule.

59. *

Electrical

Electrical Code Deficiencies - General

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

2.0.A.

Tenant to correct deficiency in accord with recommendations in cited reference.

60. *

Electrical

Other Code Deficiencies

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

2.0.B.

Tenant to correct deficiency in accord with recommendations in cited reference.

61.

Electrical

Main Incoming Service Equipment

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.A.

Tenant to correct deficiency in accord with recommendations in cited reference.

62.

Electrical

Utility Vault

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.A.1.

Tenant to correct deficiency in accord with recommendations in cited reference.

63.

Electrical

Busways

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.A.2.

Tenant to correct deficiency in accord with recommendations in cited reference.

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REQUIRED ACTION

64. *

Electrical

Main Service Switchboard MSB (MSB-1 & MSB-2)

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.A.3.

Tenant to correct deficiency in accord with recommendations in cited reference.

65.

Electrical

Main Service Switchboard MSB-3

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.A.4.

Tenant to correct deficiency in accord with recommendations in cited reference.

66.

Electrical

Main Service Switchboard MSB-4

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.A.5.

Tenant to correct deficiency in accord with recommendations in cited reference.

67. *

Electrical

Emergency Generators

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.B.1.

Tenant to correct deficiency in accord with recommendations in cited reference.

68. *

Electrical

Generator Paralleling Switchgear

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.B.2.

Tenant has completed testing set forth in cite reference. Tenant will clean and calibrate the generator paralleling switchgear in accord with the recommendations in the cited reference.

69. *

Electrical

Automatic Transfer Switches ATS-1, ATS-2, & ATS-3, CCB and Fire Pump

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.B.3.

Tenant has completed testing set forth in cite reference. Tenant will clean and calibrate the automatic transfer switches in accord with the recommendations in the cited reference.

70.

Electrical

Emergency Distribution Panel EM-1

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.B.4.

Tenant to correct deficiency in accord with recommendations in cited reference.

71.

Electrical

Emergency

November 19, 2008

3.0.B.5.

Tenant to correct deficiency in accord

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REQUIRED ACTION

Distribution Panel EM-2

CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

with recommendations in cited reference.

72. *

Electrical

Motor Control Center MCC-DC, MCC-EDME and MCC-DME

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.C.1.

Tenant to correct deficiency in accord with recommendations in cited reference.

73.

Electrical

Motor Control Center MCCA (Kitchen)

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.C.2.

Tenant to correct deficiency in accord with recommendations in cited reference.

74. *

Electrical

Motor Control Center MCC-PR (Pool Room)

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.C.3.

Tenant to correct deficiency in accord with recommendations in cited reference.

75.

Electrical

Motor Control Center MMC-MF (Main Fan Control Room)

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.C.4.

Tenant to correct deficiency in accord with recommendations in cited reference.

76.

Electrical

Motor Control Center EMCC (Generator Room)

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.C.5.

Tenant to correct deficiency in accord with recommendations in cited reference.

77. *

Electrical

Variable Frequency Drives (VFD)

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.D.1.

Tenant to correct deficiency in accord with recommendations in cited reference.

78.

Electrical

Electrical Panelboards

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.E.

Tenant to correct deficiency in accord with recommendations in cited reference.

79. *

Electrical

Infrared Scans

November 19, 2008
CTG MB Casino and Hotel

3.0.F.

Complete; to be removed from

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DEFICIENCY

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REQUIRED ACTION

Condition Assessment Report Electrical Systems

Schedule.

80. *

Electrical

Transformers

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.G.

Tenant to correct deficiency in accord with recommendations in cited reference.

81.

Electrical

Electrical Systems Studies

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.H.

Tenant to correct deficiency in accord with recommendations in cited reference.

82.

Electrical

Grounding Systems

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.I.

Tenant to correct deficiency in accord with recommendations in cited reference.

83.

Electrical

Wiring Devices

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.J.

Tenant to confirm that GFCI’s are installed in all guest rooms and that GFCI’s are in working order; Tenant to replace non-functioning switches, plugs, and other wiring devices.

84.

Electrical

Lighting Fixtures

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.K.

Tenant to correct deficiency in accord with recommendations 2 and 3 in cited reference.

85.

Electrical

Electrical Rooms Identification

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.L.

Tenant to correct deficiency in accord with recommendations in cited reference.

86.

Electrical

Documents Requested

November 19, 2008
CTG MB Casino and Hotel Condition Assessment Report Electrical Systems

3.0.M.

Tenant to provide requested documents in cited reference.

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DEFICIENCY

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REQUIRED ACTION

87.

Roofing

Seaman KEE Roofing

October 17, 2008
WJE MontBleu Resort Casino & Spa Roofing Condition Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference modified as follows:

1. Tenant to perform roof inspections and maintenance in accord with the applicable warranties;

2. Tenant to repair damage noted in drawing A101;

3. Tenant to review technique used to attach the roofing membrane over the stucco substrate of the tower cornice. Tenant to take reasonably appropriate corrective action if method of attachment will not provide code required wind-uplift resistance.

88. *

Roofing

Carlisle TP Roofing

October 17, 2008
WJE MontBleu Resort Casino & Spa Roofing Condition Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference modified as follows:

1. Tenant to perform roof inspections and maintenance in accord with the applicable warranties;

2. Tenant to take reasonably appropriate corrective action to address the presence of moisture in the roof assembly as set forth in the March 10, 2008, report of James Strong of Wiss, Janney, Elstner &

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PAGE

REQUIRED ACTION

Associates. (5)

Tenant acknowledges receipt of the foregoing report.

89.

Roofing

Modified Bitumen Roofing

October 17, 2008
WJE MontBleu Resort Casino & Spa Roofing Condition Report

Tenant to correct deficiency in accord with the recommendations in the cited reference as modified, if at all, by the work that the parties agree is reasonably necessary relative to the garage elevator and stairwell penthouses. In any event, the roofs on the garage elevator and stairwell penthouses will be replaced by 2011.

90. *

Roofing

Pool Deck Waterproofing

October 17, 2008
WJE MontBleu Resort Casino & Spa Roofing Condition Report

Tenant will correct the deficiency in accord with the recommendations in the cited reference.

91.

Roofing

Walls Adjacent to Roofs

October 17, 2008
WJE MontBleu Resort Casino & Spa Roofing Condition Report

Tenant to correct deficiency in accord with the recommendations in the cited reference; provided, however, that the work will be coordinated with the exterior work set forth in items 96-103.

92. *

Roofing

Sheet Metal Copings

October 17, 2008
WJE MontBleu Resort Casino & Spa Roofing Condition Report

Tenant to correct the deficiency in accord with the recommendations in the cited reference modified as follows:

Tenant will take reasonably

(5) Incorporated by this reference.

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REQUIRED ACTION

appropriate corrective action with regard to recommendations 1, 2, 3, and 4, all in accordance with recommendation 5, and will observe the recommendation in item 6 in performing such work.

93.

Roofing

Roof Drainage

October 17, 2008
WJE MontBleu Resort Casino & Spa Roofing Condition Report

Disputed; parties to meet and confer in good faith to identify material deficiencies relative to roof drainage and to develop a mutually acceptable scope of repair to be implemented by December 31, 2011.

94.

Roofing

Roof Top Equipment Attachment

October 17, 2008
WJE MontBleu Resort Casino & Spa Roofing Condition Report

Tenant to correct deficiency in accord with recommendations in cited reference.

95.

Roofing

General Recommendations

October 17, 2008
WJE MontBleu Resort Casino & Spa Roofing Condition Report

Tenant to correct deficiency in accord with recommendations in cited reference.

96. *

Exterior

Sealant

October 21, 2008
WJE MontBleu Resort Casino & Spa Façade Condition Report

Tenant to correct deficiency in accord with recommendations in cited reference.

97. *

Exterior

Balconies

October 21, 2008
WJE MontBleu Resort Casino & Spa Façade Condition Report

Tenant to correct deficiency in accord with recommendations in cited reference.

98.

Exterior

Stucco

October 21, 2008
WJE MontBleu Resort Casino

Tenant to correct deficiency in accord with recommendations in cited

TRACKING(1)

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DEFICIENCY

REFERENCE(2)

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PAGE

REQUIRED ACTION

& Spa Façade Condition Report

reference.

99.

Exterior

Concrete Masonry Units (CMU)

October 21, 2008
WJE MontBleu Resort Casino & Spa Façade Condition Report

Tenant to correct deficiency in accord with recommendations in cited reference.

100.

Exterior

Coatings

October 21, 2008
WJE MontBleu Resort Casino & Spa Façade Condition Report

Tenant to correct deficiency in accord with recommendations in cited reference.

101. *

Exterior

Curtain Wall

October 21, 2008
WJE MontBleu Resort Casino & Spa Façade Condition Report

Tenant to correct deficiency in accord with recommendations in cited reference.

102.

Exterior

Lower Cornices

October 21, 2008
WJE MontBleu Resort Casino & Spa Façade Condition Report

Tenant to correct deficiency in accord with recommendations in cited reference.

103.

Exterior

Tower Cornice

October 21, 2008
WJE MontBleu Resort Casino & Spa Façade Condition Report

Tenant to correct deficiency in accord with recommendations in cited reference.

104.

Exterior

Glued Laminated Timbers (Glulam)

October 21, 2008
WJE MontBleu Resort Casino & Spa Façade Condition Report

Tenant will clean and seal the glulam beams.

105.

Exterior

Site Concrete

October 21, 2008
WJE MontBleu Resort Casino

Tenant to correct deficiency in accord with recommendations in cited

TRACKING(1)

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DEFICIENCY

REFERENCE(2)

SECTION

PAGE

REQUIRED ACTION

& Spa Façade Condition Report

reference.

106.

Exterior

Miscellaneous

October 21, 2008
WJE MontBleu Resort Casino & Spa Façade Condition Report

Tenant to correct the deficiency in accord with the recommendations in cited reference in accord with the protocols set forth in Wise Consulting’s MontBleu Resort Casino & Spa Facility Wide Fungal Assessment, February, 2009, and to perform any related and additional hygiene work as recommended in the MontBleu Resort Casino & Spa Facility Wide Fungal Assessment.

107. *

Mold/Hygiene

Guest Rooms and Fan Coil Units

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

108.

Mold/Hygiene

Roof Mounted Packaged Air Handling Units

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

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DEFICIENCY

REFERENCE(2)

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PAGE

REQUIRED ACTION

MontBleu Resort Casino & Spa Facility Wide Fungal Assessment.

109.

Mold/Hygiene

Main Fan Room

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

110.

Mold/Hygiene

Pool/Spa

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

Complete; item to be removed from Schedule.

111.

Mold/Hygiene

Stairwell, 8th Floor, A Wing

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

112.

Mold/Hygiene

Housekeeping Rooms

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

Tenant to correct the deficiency in accord with the recommendations in cited reference in accord with the protocols set forth in Wise

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REQUIRED ACTION

Consulting’s MontBleu Resort Casino & Spa Facility Wide Fungal Assessment, February, 2009, and to perform any related and additional hygiene work as recommended in the MontBleu Resort Casino & Spa Facility Wide Fungal Assessment.

113.

Mold/Hygiene

Fire Exit Corridors

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

114.

Mold/Hygiene

Roof and Wall Cavities (Tower Cornice)

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

Complete; item to be removed from Schedule.

115.

Mold/Hygiene

Men’s Spa Showers

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

Complete; item to be removed from Schedule.

116.

Mold/Hygiene

Carpet at Hallway Between Garage and Retail Space/North Exterior

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

Complete; item to be removed from Schedule.

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REQUIRED ACTION

117.

Mold/Hygiene

Buffet Waitress Station

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

Complete; item to be removed from Schedule.

118.

Mold/Hygiene

Main Kitchen, Storage Closet

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

119.

Mold/Hygiene

Utility Elevator for Former Stone Street

October 17, 2008
Exponent Report of Industrial Hygiene Investigation and Recommendations

Table 2

Complete; item to be removed from Schedule.

120. *

Asbestos

Facility Wide Asbestos Survey

November 6, 2008
SCS Engineers Inspections and Materials Testing Report

Item complete; Recommendations in facility wide asbestos survey to be observed going forward.

121. *

Garage

Cracking of Post Tensioned Slabs and Girders on Uppermost Level

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

Pending. Awaiting Tenant’s consultant’s report relative to the garage deficiencies and response to WJE’s November 18, 2008, Mont Bleu Garage Condition Assessment. Upon receipt of the Tenant’s garage consultant’s report, Tenant and Park Cattle will meet and confer in good faith to determine and agree upon what work is reasonably necessary to

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PAGE

REQUIRED ACTION

correct the identified deficiency. Tenant will thereafter complete such work by December 31, 2011.

122. *

Garage

Damage to Post Tensioning Tendons

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

123.*

Garage

Movement of and Damage to Parapets

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

124. *

Garage

Spalling of Concrete and Corrosion of Steel

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

Pending. Awaiting Tenant’s consultant’s report relative to the garage deficiencies and response to WJE’s November 18, 2008, Mont

TRACKING(1)

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DEFICIENCY

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PAGE

REQUIRED ACTION

Bleu Garage Condition Assessment. Upon receipt of the Tenant’s garage consultant’s report, Tenant and Park Cattle will meet and confer in good faith to determine and agree upon what work is reasonably necessary to correct the identified deficiency. Tenant will thereafter complete such work by December 31, 2011.

125. *

Garage

Chloride Ingress

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

126. *

Garage

Freeze Thaw Damage

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

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PAGE

REQUIRED ACTION

work by December 31, 2011.

127. *

Garage

Diagonal Cracking in Columns

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

128. *

Garage

Control and Drainage of Water

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

129. *

Garage

General Lack of Upkeep

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

TRACKING(1)

CATEGORY

DEFICIENCY

REFERENCE (2)

SECTION

PAGE

REQUIRED ACTION

consultant’s report, Tenant and Park Cattle will meet and confer in good faith to determine and agree upon what work is reasonably necessary to correct the identified deficiency. Tenant will thereafter complete such work by December 31, 2011.

130. *

INTENTIONALLY LEFT BLANK

131. *

Garage

Poor Quality and Incomplete Repairs

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

132. *

Garage

Specific Review of the Reigstad Report

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

TRACKING(1)

CATEGORY

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REQUIRED ACTION

work by December 31, 2011.

133. *

Garage

Overall Disrepair of Grounds

November 18, 2008
WJE Mont Bleu Garage Condition Assessment

CONSENT

The undersigned hereby consents to the terms of the MontBleu Lease Amendment No. 2 and agrees to be bound by the terms of Article XIX thereof. The signatory to this Consent represents and warrants that such signatory has the full power and authority to sign this Consent and to bind any entity on behalf of which the signatory has signed this Consent. Nothing in this Consent shall be deemed an acknowledgement by the owner of such real property (or any of its owners, employees, agents or representatives) of the existence or extent of any such interest.




By:

Its:

STATE OF			)
			) ss.
COUNTY OF			)

On			, before me,		,
	Date			Name And Title Of Officer (e.g. “Jane Doe, Notary Public”)
personally appeared					,
		Name(s) of Signer(s)

I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Exhibit 10.21

PURSE ENHANCEMENT AGREEMENT

This Purse Enhancement Agreement (the “Agreement” or “PEA”) is made this 13 th day of August, 2008 by and between:

The NEW JERSEY SPORTS & EXPOSITION AUTHORITY (the “NJSEA”), a public body established in, but not of, the Department of Community Affairs of the State of New Jersey, and existing under, and by virtue of, the laws of the State of New Jersey and, in particular, P.L. 1971, c. 137, constituting N.J.S.A. 5:10-4, et seq., as amended and supplemented, whose address is 50 State Route 120, East Rutherford, New Jersey 07073;

The CASINO ASSOCIATION OF NEW JERSEY (the “CANJ”), a New Jersey not for profit corporation, by and through its member casinos, as more fully set forth below; and

RIH ACQUISITIONS, NJ, LLC D/B/A THE ATLANTIC CITY HILTON;

BALLY’S PARK PLACE, INC D/B/A BALLY’S ATLANTIC CITY;

MARINA DISTRICT DEVELOPMENT COMPANY, LLC, D/B/A BORGATA HOTEL CASINO & SPA;

BOARDWALK REGENCY CORPORATION D/B/A CAESARS ATLANTIC CITY;

HARRAH’S ATLANTIC CITY OPERATING COMPANY, LLC D/B/A HARRAH’S RESORT ATLANTIC CITY;

RESORTS INTERNATIONAL HOTEL INC D/B/A RESORTS ATLANTIC CITY;

SHOWBOAT ATLANTIC CITY OPERATING COMPANY, LLC D/B/A SHOWBOAT CASINO HOTEL;

ADAMAR OF NEW JERSEY, INC. D/B/A TROPICANA CASINO AND RESORT ;

TRUMP PLAZA ASSOCIATES, LLC D/B/A TRUMP PLAZA HOTEL AND CASINO;

TUMP MARINA ASSOCIATES, LLC D/B/A TRUMP MARINA HOTEL AND CASINO; and

TRUMP TAJ MAHAL ASSOCIATES, LLC D/B/A TRUMP TAJ MAHAL CASINO RESORT;

(the aforementioned casinos are collectively referred to as the “Casinos” and are individually referred to herein as “Casino”); and

The CASINO REINVESTMENT DEVELOPMENT AUTHORITY (the “CRDA”), a public body established in, but not of, the Department of the Treasury of the State of New Jersey, and existing under, and by virtue of, the laws of the State of New Jersey and, in particular, P.L. 1984, c. 218, constituting N.J.S.A. 5:12-153, et seq. , as amended and supplemented, whose address is 1014 Atlantic Avenue, Atlantic City, New Jersey 08401.

NJSEA and the Casinos, and each individual Casino may be individually referred to as a “Party” or collectively referred to as the “Parties.”

Recitals

A. By that certain Grant and Donations Agreement executed by and between the NJSEA, the CRDA and the Casinos, dated in April of 2004 (the “Grant Agreement”), among other terms and conditions, the Casinos and the CRDA agreed to provide $86.0 million to the NJSEA to be used for Authorized Uses through the period ending January 1, 2009 in exchange for a prohibition against the conduct of “Casino Gaming” (as hereinafter defined) at any horseracing track in New Jersey for the same time period.

B. NJSEA believes that without the continued infusion of funds provided under the Grant Agreement or some other funding external to the racing program to provide higher levels of purses to competing horse owners and trainers, the New Jersey horse racing industry will find it difficult to remain competitive with horse racing tracks in surrounding jurisdictions.

C. NJSEA further believes that an inability of the New Jersey horse racing tracks to compete with similar facilities in surrounding states will continue to cause a decline in the business operations of the New Jersey horse racing tracks, a decline in the economies of the communities and regions where the tracks are located, and the loss of valuable farmland that supports the New Jersey horse racing industry. Therefore, the NJSEA believes that keeping the New Jersey horse racing tracks competitive is desirable.

D. The Casinos continue to believe that permitting the operation of video lottery terminals or other Casino Gaming at New Jersey horse racing tracks or other locations in New Jersey outside of Atlantic City will divert customers from the Atlantic City Casinos and negatively impact all forms of revenue realized from legalized gaming in Atlantic City and detract from the unique economic generator which benefits not only Atlantic City and South Jersey, but also the entire State. Therefore, the Casinos, in the interest of maximizing revenue realized from legalized gaming in Atlantic City, and fostering an economic climate that will facilitate long term, substantial capital investment and workforce expansion in the Atlantic City gaming industry, believe that the prohibition against Casino Gaming detailed in the Grant Agreement is

desirable and must continue in effect, as more fully described in this Agreement.

E. The Casinos and the NJSEA desire to enter into this Agreement to provide the PEA Payment (as hereinafter defined) for the horseracing industry and to continue to prohibit Casino Gaming at New Jersey locations outside of Atlantic City as provided herein for the further period January 1, 2009 through and including December 31, 2011.

F. Recently enacted legislation (the “Legislation”), P.L.2008, c.12, which shall become operative upon certification by the Chair of the Casino Control Commission (the “Commission”) to the State Treasurer that this Agreement has been executed requires that the Commission establish, by regulations supplementing P.L. 1977, c. 110 (C.5:12-l et seq. ), procedures and standards to implement such Legislation (the “Regulations”).

G. The Parties acknowledge that, in addition to the continued prohibition of Casino Gaming in New Jersey outside of Atlantic City, a significant component of the consideration for the participation of the Casinos in this Agreement is the enactment of the Legislation to provide for the deduction of certain Promotional Gaming Credits (as defined in that Legislation) from the calculation of the tax on Gross Revenue, and the Casinos’ ability to rely on the consistency of the provisions in that Legislation.

H. The Parties further acknowledge and understand that the Governor has announced his intention to sign an Executive Order (“Executive Order”) establishing a commission or similar body (the “Governor’s Commission”), consisting of various stakeholders, to study alternatives and formulate written recommendations for the long-term stability and funding of the horseracing industry including possible state appropriations to the NJSEA for calendar years 2011, 2012 and subsequent years, with such appropriations to be repaid from future revenues received by the NJSEA over a period of years, as agreed to between the State and the NJSEA. A report to the Governor and the Legislature is anticipated to be completed on or about July 1, 2010 (the “Report on the Horseracing Industry”).

I. The CRDA is a party to this Agreement solely for the limited purposes outlined herein.

NOW, THEREFORE, in consideration of the foregoing recitals, incorporated herein by this reference, and the mutual promises and covenants contained herein, and intending to be legally bound hereby, the Parties and the CRDA agree as follows:

1. Obligation of the Casinos .

1.01. In accordance with the terms and conditions of this Agreement, the Casinos shall pay to the NJSEA a total of $90 million for the benefit of the horseracing

industry (the “PEA Payment”) to be used solely for the Authorized Uses as defined in Section 2.01 herein.

1.02. Subject to the provisions of Section 4 herein, within five (5) Business Days, as defined herein, after the later of the date on which the Regulations required by the Legislation become effective and the date on which the Chair certifies to the State Treasurer that this Agreement has been executed in accordance with the Legislation, (the “Effective Date”), the Casinos shall commence making the PEA Payments in accordance with the schedule set forth below (singly referred to as an “Installment Payment” and collectively, as the “Installment Payments”):

Amount of payment		Date
$7.5 million		Effective Date
$15.0 million		November 14, 2008
$7.5 million		February 15, 2009
$7.5 million		May 15, 2009
$7.5 million		August 14, 2009
$7.5 million		November 15, 2009
$7.5 million		February 15, 2010
$7.5 million		May 15, 2010
$7.5 million		August 14, 2010
$7.5 million		November 15, 2010
$7.5 million		November 15, 2011

In the context of this Agreement, Business Days shall be defined as all days of week excluding Saturdays, Sundays and holidays.

1.03. Each Casino shall pay its share of the PEA Payment in accordance with the annual Payment Statement (as defined in Section 3) to be prepared and provided by the CRDA as more fully described in Section 3.01 herein. Each Casino shall be solely and individually responsible for the payment of its respective share of the amounts due under this Section 1. If a Casino fails to pay its share of an Installment Payment within fifteen (15) days of its due date (“Payment Delinquency”), then the NJSEA shall deliver a “Notice of Delinquency” to all Casinos and the CRDA The remaining Casinos shall have the right, but not the obligation, to cure a Payment Delinquency. If the NJSEA does not receive the full amount of the Installment Payment within fifteen (15) days of the date of delivery of the Notice of Delinquency, the NJSEA shall have all rights and remedies available to it under law and this Agreement.

1.04. Each Casino shall pay all of its obligations under this Agreement at such time as they shall become due and payable and manage all obligations, duties and liabilities in a manner consistent with maintaining financial integrity and honesty in the conduct of all business activities and financial affairs.

1.05. Notwithstanding the Casinos’ payment obligations under Section 1.02 herein, if a statewide public question is voted upon by New Jersey voters in 2011 to authorize Casino Gaming at any New Jersey location outside of Atlantic City and not

approved by the voters, the Installment Payment due on November 15, 2011 shall be reduced by half to $3.75 million.

1.06. The CANJ and the Casinos shall, in good faith, work and otherwise cooperate with any Governor’s Commission created by the Executive Order.

2. Obligations of the NJSEA .

2.01 NJSEA shall use the PEA Payment solely for the purposes of purse enhancements including an amount not to exceed four percent (4%) of purse enhancements for racetrack and horsemen employee benefits, breeders’ purses, and the establishment of off-track wagering facilities (the “Authorized Uses”). The allocation of the PEA Payment within the Authorized Uses shall be in the sole discretion of the NJSEA.

2.02 The Parties acknowledge that the Installment Payment schedule set forth in Section 1.02 of this Agreement is accelerated from the years 2009, 2010 and 2011 to assist and enable the NJSEA to fund Authorized Uses incurred prior to the receipt of each Installment Payment. NJSEA agrees that even though it may desire and determine to spend funds in excess of the PEA Payment for obligations it incurs through 2011, NJSEA shall not seek from the Casinos, and the Casinos shall not be required, directly or indirectly, to fund any amounts in addition to the PEA Payment. Therefore, NJSEA further believes that it will need another source of funding for 2011 and 2012, including possible state appropriations as may be addressed in the Report on the Horseracing Industry to be commissioned in accordance with the Executive Order.

2.03. All Installment Payments made by the Casinos to the NJSEA shall be immediately deposited by the NJSEA into a segregated, interest-bearing account within the New Jersey Cash Management Fund, yielding interest at an annual rate that is competitive in the marketplace, with any interest accrued thereon applied solely toward Authorized Uses. The NJSEA shall maintain the segregated account for the duration of this Agreement and all funds used by the NJSEA or paid by the NJSEA to recipients shall be drawn from such account.

2.04. In the event that any portion of the PEA Payment or interest earned thereon is not used by NJSEA for the Authorized Uses prior to 2012 for any reason, such unused funds shall be returned by NJSEA to the CRDA by January 15, 2012 for repayment within tens (10) days of CRDA’s receipt to the Casinos in accordance with the allocation formula set forth in Section 3.01 herein, or as the Casinos may otherwise agree.

2.05. Neither the NJSEA nor any entity to which it has disbursed any portion of the PEA Payment nor any affiliate of NJSEA or any such entity shall, prior to 2012, operate, conduct, maintain or permit any Casino Gaming activity at any New Jersey race track or any other location in New Jersey other than Atlantic City. For purposes of this Agreement, “Casino Gaming” shall mean operating, conducting, or maintaining any of the following activities or games: video lottery terminals, slot machines, roulette, baccarat, blackjack, craps, big six wheel, minibaccarat, red dog, pai gow, sic bo, poker or

any other “gambling game” described in or permitted by N.J.S.A. 5:12-21, as that statute or the regulations there-under may be amended from time to time.

2.06. A. No later than ten (10) days prior to the due date for each of the second through eleventh and final Installment Payments to be made by the Casinos pursuant to Section 1.02 herein, NJSEA shall deliver to the CRDA separate certifications from NJSEA and each entity to which it has disbursed Installment Payment funds (a “Recipient Entity”) in the forms attached hereto as Forms 1A and IB and executed by the respective Chief Executive Officer and Chief Financial Officer of each (the “Pre-Installment Payment Certifications”) by which NJSEA and each such Recipient Entity shall certify, respectively: (i) the total amount of all Installment Payment funds received as of the date of the Pre-Installment Payment Certification and interest earned thereon; (ii) that all Installment Payment funds received by NJSEA and each such Recipient Entity have been disbursed to a Recipient Entity in accordance with a Recipient Agreement (as defined in Section 2.07 herein) or used solely for the Authorized Uses and indicate the amount of Installment Payment funds and the allocation of same so disbursed or used; (iii) that NJSEA and each such Recipient Entity is in compliance with and not in breach of the terms of this Agreement or its respective Recipient Agreement; and (iv) that all representations required to be made on the forms attached hereto as Forms 1A and IB are true and accurate. Notwithstanding the provisions of this subsection, the New Jersey Racing Commission (“NJRC”) shall not be required to execute, certify or otherwise provide a Pre-Installment Payment Certification.

B. No later than May 1 of each of 2009, 2010, 2011 and 2012, NJSEA shall deliver to the CRDA separate annual reports on behalf of NJSEA and each Recipient Entity in the forms attached hereto as Forms 2A and 2B for each of the years 2008, 2009, 2010 and 2011 respectively, each prepared by an independent accounting firm licensed to do business in New Jersey (the “Annual Reports”). Each Annual Report shall, in accordance with the Forms and based upon the preparer’s review of the respective books and records of the NJSEA or Recipient Entity for the year under review, indicate the (i) total amount of all Installment Payment funds received and the interest earned thereon; and (ii) the amount of all Installment Payment funds disbursed to a Recipient Entity in accordance with a Recipient Agreement or used for each of the Authorized Uses. Notwithstanding the provisions of this subsection, no Annual Report shall be required of either any Recipient Entity with respect to a calendar year in which it has received less than One Million ($1,000,000) Dollars in Installment Payment funds or from the NJRC with respect to any calendar year.

2.07. NJSEA shall not distribute any portion of the PEA Payment to any Recipient Entity unless and until it shall have first acknowledged receipt of a copy of this Agreement and agreed in writing to be bound by the terms and conditions hereof. Any such agreement (the “Recipient Agreement”) shall establish procedures to assure that the Recipient Entity shall comply with the Authorized Uses requirement of Section 2.01 of this Agreement and shall also contain a provision indicating that the CANJ and the Casinos are the intended third-party beneficiaries of the Recipient Agreement. The NJSEA shall also, immediately upon the execution of each Recipient Agreement, provide all Parties to this Agreement with a copy of the Recipient Agreement.

2.08. The Parties acknowledge that CANJ seeks to timely obtain information concerning the performance of the New Jersey horse racing industry prior to and during 2008 through 2011 including: (i) live NJ racing activities: handle wagered, live attendance, racing days held, races run, horses raced and purse money paid at NJ race tracks; and (ii) NJ simulcast racing activities: handle wagered at each NJ race track venue, NJ off-track wagering venue and NJ casino venue. NJSEA, accordingly, agrees that it shall:

A. use good faith efforts to assist CANJ to timely obtain same in a useable format from the New Jersey Racing Commission (“NJRC”) including all “seven day reports” and “monthly” or “thirty day reports” prepared for or maintained by NJRC;

B. within a reasonable time, provide CANJ with such current information by racing day as is maintained by the appropriate official or employee at the Meadowlands Racetrack (for both standardbred and thoroughbred racing days) and the Monmouth Park Racetrack (for thoroughbred racing days) concerning races run, horses raced (including such information as is readily available as to their identity and status as a New Jersey horse) and purse money from all sources actually paid at each such racetrack with respect to not less than 20% of the approved racing days during each year from 2008 through 2011, which racing days shall be identified and agreed to each year by NJSEA and CANJ; and

C. designate an appropriate NJSEA official to serve, subject to the authority of the NJSEA President and CEO, as the NJSEA liaison to CANJ for the purpose of providing and assisting with respect to such information.

2.09. NJSEA shall, in good faith, work and otherwise cooperate with any Governor’s Commission created by the Executive Order, and, in particular, shall not support the drafting, introduction or passage of legislation authorizing Casino Gaming at any New Jersey location outside of Atlantic City prior to the delivery of the Report on the Horseracing Industry to the Governor and the Legislature.

3. Obligations of the CRDA .

3.01. The CRDA shall serve in the limited role as an administrator between the Parties. In particular, the CRDA shall calculate each Casino’s share of the Installment Payment due based on a percentage representing each Casino’s gross gaming revenue reported for the prior calendar year compared to the total gross gaming revenue reported for all Casinos for that year. The CRDA shall prepare an annual schedule (“Payment Statement”) setting forth such calculations for each year in which Installment Payments are to be made and provide a copy of same to each Casino by not later than January 15 th of each such year and for the year 2008, not later than fifteen days after the execution of this Agreement. If any Casino ceases gaming operations during the course of any year in

which any Installment Payment is due, the CRDA shall, within thirty (30) days of that cessation of operation, issue a revised Payment Statement reallocating the defunct Casino’s payment obligation to the Casinos remaining in operation. A copy of each such Payment Statement shall be sent to the NJSEA from the CRDA by electronic mail within five (5) days of issuance to each Casino.

3.02. CRDA shall not be responsible for any errors in calculating the amount(s) owing to the NJSEA from the Casinos or any delay in preparing and delivering the annual Payment Statements. In the event of any such error, the CRDA shall prepare and issue a corrected annual Payment Statement to the affected Casinos. Any underpayment by a Casino shall be shall be paid by such Casino to the NJSEA within ten (10) days of its receipt of the corrected Payment Statement. Any overpayment by a Casino shall be credited by the CRDA toward such Casino’s share of the immediately succeeding Installment Payment.

3.03 Unless otherwise agreed by the Casinos, the CRDA within ten (10) days of its receipt, shall remit to the Casinos any portion of the PEA Payment and interest accrued thereon returned by the NJSEA in accordance with the Section 3.01 allocation formula or as the Casinos may otherwise agree.

3.04. CRDA shall deliver to the CANJ a copy of each Pre-Installment Payment Certification it receives from the NJSEA within five days of its receipt thereof, and each Annual Report it receives from the NJSEA within a reasonable time thereof.

4. Conditions to Casino Payments .

4.01. The following conditions precedent shall be satisfied prior to each Installment Payment to the NJSEA from the Casinos under this Agreement:

A. The Regulations required by the Legislation shall have been adopted by the Commission and become effective;

B. The Chair of the Commission shall have certified to the State Treasurer that this Agreement has been executed in accordance with the Legislation;

C. Each Casino shall have received from the CRDA the annual Payment Statement applicable to the Casino’s share of the Installment Payment payable as calculated pursuant to Section 3.01 herein;

D. CANJ shall have received from the CRDA each Pre-Installment Payment Certification required from NJSEA by Section 2.06(A) herein.

E. CANJ shall have received from the CRDA each Annual Report required from NJSEA by Section 2.06 (B) herein;

F. The NJSEA shall not have distributed any PEA Payment funds to a Recipient Entity prior to delivery to the CANJ and each Casino of an executed copy of the Recipient Agreement between the NJSEA and the Recipient Entity; and

G. Neither the NJSEA nor any Recipient Entity shall be in breach of its obligations under this Agreement or under the Recipient Agreements, provided , however , that a breach by a Recipient Entity, including, but not limited to, its failure to timely provide a Pre-Installment Payment Certification or Annual Report required by Section 2.06 shall not be deemed to be a breach by the NJSEA, in which event, NJSEA shall be entitled to receive the PEA Payment funds but not disburse such funds to the breaching or non- compliant Recipient Entity.

H. No statewide public question shall have been approved by the New Jersey voters, no New Jersey legislation shall have been enacted, and no other New Jersey governmental action shall have been taken to authorize or purport to authorize Casino Gaming at any location in New Jersey other than Atlantic City; and no Casino Gaming shall have been operated, conducted or maintained at any such location.

I. Prior to 2011, no statewide public question to authorize Casino Gaming at any location in New Jersey other than Atlantic City shall have been approved by the New Jersey legislature.

4.02. If any of the above conditions are not satisfied as of the date any Installment Payment is due, the CANJ shall notify the NJSEA of the failed condition and the Installment Payment shall not be due until after the condition is satisfied. The Installment Payment shall then be due no later than fifteen (15) days after the NJSEA provides confirmation to the CANJ that the condition has been satisfied.

5. Remedies .

5.01. If NJSEA or any Recipient Entity or any affiliate of the NJSEA or Recipient Entity breaches the provisions of Section 2.05, the Casinos shall be entitled to enforcement of the provisions of Section 2.05 by specific performance, it being acknowledged by the Parties and any Recipient Entities that a breach of Section 2.05 will cause irrevocable harm to the Casinos that cannot be remedied through monetary damages; that the remedies at law available to the Casinos would be inadequate; and that it would be impossible to measure in money the damages that would accrue in the event of such a breach. In addition, NJSEA and all Recipient Entities specifically waive the defense that, in the event of a breach of Section 2.05, the Casinos would have an adequate remedy at law. The Casinos’ remedies hereunder shall not exclude any other rights or remedies.

5.02. In the event that the conditions set forth in either Sections 4.01(H) or 4.01(I) herein are not satisfied (hereinafter, a “Triggering Event”), whether or not the Triggering Event is a result of any action of the NJSEA, then, as of the date of the Triggering Event and in addition to all other legal and equitable remedies: (a) the Casinos shall have the right to terminate the Agreement; (b) the Casinos shall not make any further Installment Payments; and (c) the NJSEA shall refund to the Casinos the portion of the PEA Payment funds paid prior to the Triggering Event (the “Refund”) in accordance with the terms and schedule below:

Date of Triggering Event	Refund

Effective Date through 2009	100	%
January 1 through June 30, 2010	60	%
July 1 through December 31, 2010	50	%
2011	20	%

The Refund shall be derived from future revenues to the NJSEA from Casino Gaming activity in New Jersey outside of Atlantic City and paid by the NJSEA in equal quarterly installments over a period not to exceed three (3) years as determined by the New Jersey State Treasurer and beginning not later than the commencement of such Casino Gaming activity. The Parties acknowledge and agree that Casino Gaming activity in New Jersey outside of Atlantic City, as described herein, must actually occur for the Casinos to receive a refund.

5.03. In the event that, prior to 2012, any provision of the Legislation or Regulations is amended in a manner that reduces or otherwise impairs the availability or amount of the deduction for Promotional Gaming Credits (as defined in the Legislation and the Regulations) from the gross revenue taxed pursuant to N.J.S.A. 5:12-144a (as provided therein), then, as of the date of such amendment, the Casinos shall: (a) have the right to terminate the Agreement; and (b) not make any further Installment Payments.

5.04. If any Party is in breach of any provision of this Agreement, except for a breach for which the remedy is provided in Sections 1.03 and 5.01 herein, the non-defaulting Party shall provide the defaulting Party with notice indicating the nature of the breach claimed (“Notice of Default”). The defaulting Party shall have a period of thirty (30) days from the mailing of the Notice of Default to remedy the breach identified therein. If the defaulting Party fails to remedy its breach in the time permitted, the non-defaulting Party shall be entitled to any remedies available to it at law or in equity, including the right to terminate this Agreement.

5.05. In the event of a Payment Delinquency and subject to the provisions of Section 1.03, the NJSEA or any non-defaulting Casino or Casinos may (to the extent that it or they have suffered damages as the result of the Payment Delinquency), but shall not be obligated to, institute an action in law, in equity, or in Bankruptcy Court to collect monies owed by the defaulting Casino.

6. General Provisions .

6.01. Records. The NJSEA and each Recipient Entity shall maintain a full, permanent and accurate set of books and records, kept in accordance with generally accepted accounting principles, consistently applied, of all receipts, maintenance, use, and disbursements of PEA Payment funds, together with all supporting records, and shall make available to the Parties to this Agreement, during normal business hours and upon no less than thirty (30) calendar days advance notice, but not more than once per calendar year, the same. The NJSEA and each Recipient Entity shall keep, retain and preserve the aforesaid records for at least five (5) years (or such longer period of time as may be required by law) following January 1, 2012.

6.02. Parties Bound. This Agreement is to be binding upon the Parties, the CRDA and their respective successors and assigns. The Agreement shall not be effective or binding as to any Casino until and unless all Casinos denominated as Parties hereunder have duly executed same.

6.03. Counterparts. This Agreement may be executed in counterparts, and by facsimile if necessary (with original signatures to follow by mail), each of which shall be deemed an original, and together shall constitute one and the same instrument.

6.04. No Waiver. The failure of any Party to insist upon the strict performance of any provisions of this Agreement, or the failure of any Party to exercise any right, option or remedy hereby reserved shall not be construed as a waiver for the future of any such provision, right, option or remedy or as a waiver of a subsequent breach thereof. The consent or approval by any Party of any act of another requiring a Party’s consent or approval shall not be construed to waive or render unnecessary the requirement for consent or approval of any subsequent similar act. The receipt by NJSEA or the making by the Casinos of any payment with knowledge of a breach of any provision of this Agreement shall not be deemed a waiver of such breach. No provision of this Agreement shall be deemed to have been waived unless such waiver shall be in writing signed by the Party to be charged.

6.05. Notices. Every notice, demand, consent, approval, request or other communication which may be or is required to be given under this Agreement or by law shall be in writing and shall be hand delivered or sent by United States Certified or Registered Mail, postage prepaid, return receipt requested, or Overnight Mail and shall be addressed to the following addresses:

(1) For RIH Acquisitions, NJ, LLC and Resorts International Hotel, Inc, to: Hilton Legal Department, 3400 Pacific Avenue, Atlantic City, NJ 08401

(2) For Bally’s Park Place, Inc, Boardwalk Regency Corporation, Harrah’s Atlantic City Operating Company, LLC, and Showboat Atlantic City Operating Company, LLC, to: Bally’s Legal Department, Park Place and the Boardwalk, Atlantic City, NJ 08401

(3) For Marina District Development Company, LLC, to: Borgata Legal Department, One Borgata Way, Atlantic City, NJ 08401

(4) For Adamar of New Jersey, Inc., to: Tropicana Legal Department, 2831 Boardwalk, Atlantic City, NJ 08401

(5) For Trump Plaza Associates, LLC, Trump Marina Associates, LLC, and Trump Taj Mahal Associates, LLC, to: Robert M. Pickus, General Counsel, Trump Entertainment Resorts, Inc., 15 South Pennsylvania Avenue, Atlantic City, NJ 08401

(6) For the CANJ, to: Joseph A. Corbo, President, CANJ, c/o Borgata Legal Department, One Borgata Way, Atlantic City, NJ 08401

(7) For the CRDA, to: Casino Reinvestment Development Authority, ATTN: Executive Director, 1014 Atlantic Avenue, Atlantic City, NJ 08401

(8) For the NJSEA, to: New Jersey Sports and Exposition Authority, ATTN: President and CEO, Meadowlands Sports Complex, 50 Route 120, East Rutherford, NJ 07073

Any such notice shall be deemed delivered when received or refused. Any Party may designate, by similar written notice to all other Parties, any other address for such purposes. All of the Parties hereto waive personal or any other service other than as provided for in this Agreement.

6.06. Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof. All prior conversations or writings between the Parties or their representatives are merged herein and extinguished. This Agreement shall not be modified except by a writing signed by all Parties.

6.07. Section Numbers and Captions. The Section numbers and captions and titles appearing herein are inserted only as a matter of convenience and are not intended to define, limit, construe or describe the scope or intent of any Section, nor in any way affect this Agreement.

6.08. Remedies Cumulative. The respective various rights, options, elections and remedies of the Parties contained in this Agreement shall be cumulative and no one of them shall be construed as exclusive of any other, or of any right, priority or remedy allowed or provided for by law or equity and not expressly waived in this Agreement. All rights and remedies of the Parties may be exercised and enforced concurrently and whenever and as often as occasion thereafter arises.

6.09. Interpretation. This Agreement shall not be construed either for or against any Party, but shall be interpreted in accordance with the general tenor of its language. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa,

and the plural shall be substituted for the singular form and vice versa in any place or places in this Agreement where the context requires such substitution or substitutions. The Parties also mutually agree that all of the provisions of this Agreement are to be construed as covenants and conditions as though the words importing such covenants and conditions were used in each instance.

6.10. Waiver of Jury Trial. The Parties agree that there shall be no trial by jury of any and all issues arising in any action or proceeding between or among any of the Parties or their successors or assigns arising out of this Agreement or any of its provisions.

6.11. Applicable Law. This Agreement shall be governed by the law of the State of New Jersey. Any actions brought to enforce any provision of this Agreement shall be filed in Superior Court, Mercer County, New Jersey. Notwithstanding anything to the contrary above, if the CANJ or any Casino decides to file an action against a Casino, said action may be filed in Superior Court, Atlantic County, New Jersey.

6.12. Attorney Fees. If any Party at any time by reason of any default or other breach of this Agreement by another Party is compelled, or reasonably elects, to pay any sum of money or to incur any expense including reasonable attorney’s fees (including the value of in-house attorney work) to institute, prosecute or defend against any action or proceedings to enforce rights hereunder and the Party is successful in the action or proceeding or the defense thereof, then the unsuccessful Party, within thirty days of the invoice therefor, shall pay to the successful Party the amount so reasonably paid or incurred by the successful Party and interest thereon at the Interest Rate (as hereinafter defined) from the date the successful Party paid such amount until the date the unsuccessful Party so pays the successful Party.

6.13. Interest. If any sum due and owing under this Agreement is not paid within thirty (30) days of its due date, it shall accrue interest at the rate of one percent (1%) per month (the “Interest Rate”) of the outstanding balance from the original due date until such sum is paid in full.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

IN WITNESS WHEREOF, the undersigned acknowledge that they have each received a copy of this Agreement, that they understand the terms herein, and that each of the Parties has executed this Agreement and affixed its corporate seal, if necessary, as of the day and year first above written.

NEW JERSEY SPORTS AND EXPOSITION AUTHORITY

By:	/s/ Dennis R. Robinson

Name:	Dennis R. Robinson

Title:	President & CEO

CASINO ASSOCIATION OF NEW JERSEY

By:	/s/ J oseph A. Corbo, Jr

Name:	J oseph A. Corbo, Jr

Title:	President

RIH ACQUISITIONS, NJ, LLC D/B/A THE ATLANTIC CITY HILTON

By:	/s/ Anthony P. Rodio

Name:	Anthony P. Rodio

Title:	Regional President

BALLY’S PARK PLACE, INC D/B/A BALLY’S ATLANTIC CITY

By:	/s/ [ILLEGIBLE]

Name:	[ILLEGIBLE]

Title:	[ILLEGIBLE]

MARINA DISTRICT DEVELOPMENT COMPANY, LLC, D/B/A BORGATA HOTEL CASINO & SPA

By:	/s/ J oseph A. Corbo, Jr.

Name:	J oseph A. Corbo, Jr.

Title:	Vice President & General Counsel

BOARDWALK REGENCY CORPORATION D/B/A CAESARS ATLANTIC CITY

By:	/s/ Daniel L. Vita

Name:	Daniel L. Vita

Title:	SVP & General Manager

HARRAH’S ATLANTIC CITY OPERATING COMPANY, LLC D/B/A A HARRAH’S RESORT ATLANTIC CITY

By:	/s/ R. Scott Barber

Name:	R. Scott Barber

Title:	SR VP & General Manager

RESORTS INTERNATIONAL HOTEL INC D/B/A RESORTS ATLANTIC CITY

By:	/s/ John Pasqualoni

Name:	John Pasqualoni

Title:	COO

SHOWBOAT ATLANTIC CITY OPERATING COMPANY, LLC D/B/A SHOWBOAT CASINO HOTEL

By:	/s/ Jay Snowden

Name:	Jay Snowden

Title:	SVP & General Manager

ADAMAR OF NEW JERSEY, INC. D/B/A TROPICANA CASINO AND RESORT

By:	/s/ Mark Giannantonio

Name:	Mark Giannantonio

Title:	President & COO

TRUMP PLAZA ASSOCIATES, LLC

By:	/s/ Robert M. Pickus

Name:	Robert M. Pickus

Title:	Vice President

TRUMP MARINA ASSOCIATES, LLC

By:	/s/ Robert M. Pickus

Name:	Robert M. Pickus

Title:	Vice President

TRUMP TAJ MAHAL ASSOCIATES, LLC

By:	/s/ Robert M. Pickus

Name:	Robert M. Pickus

Title:	Vice President

CASINO REINVESTMENT DEVELOPMENT AUTHORITY

By:	/s/ Thomas D. Carver, Esq.

Name:	Thomas D. Carver, Esq.

Title:	Executive Director

Form 1A

NEW JERSEY SPORTS & EXPOSITION AUTHORITY

PRE-INSTALLMENT PAYMENT CERTIFICATION

( circle applicable due date)

November 4, 2008	February 5, 2009	May 5, 2009	August 4, 2009

November 5, 2009	February 5, 2010	May 5, 2010	August 4, 2010

November 5, 2010	November 5, 2011

To: The Casino Reinvestment Development Authority (“CRDA”), Casino Association of New Jersey (“CANJ”) and each of the Casinos

A. Pre-Installment Payment Certification Requirement

The New Jersey Sports & Exposition Authority (“NJSEA”) is required under Sections 2.06 and 4.01(D) of its 2008 Purse Enhancement Agreement (“Agreement”) with the CANJ and the Casinos to complete and deliver this Pre-Installment Payment Certification (“Certification”) to the CRDA no later than ten (10) days prior to the due date for, and as a condition precedent to, each Installment Payment made to the NJSEA from the Casinos. AH capitalized terms in this Certification shall have the meaning attributed to them in the Agreement unless specifically defined otherwise herein.

B. Receipt of Installment Payment Funds :

I hereby certify that, as of the date of this Certification, the NJSEA has received from the Casinos pursuant to the Agreement:

PEA Installment Payment funds in the total amount of:		$
Interest earned on PEA funds held in interest bearing account:		$
Total		$

C. Use of Installment Payment Funds :

I hereby certify that, as of the date of this Certification, the funds identified in Item B above have, in the amounts as set forth below, been used by the NJSEA solely for the Authorized Uses set forth in Section 2.01 of the Agreement or disbursed by the NJSEA solely to a Recipient Entity or Entities pursuant to a signed written Recipient Agreement requiring that the funds be used solely for such Authorized Uses:

1. Meadowlands Racetrack
Purse Enhancements		$
Breeder’s purses		$
Racetrack and Horseman Employee Benefits *		$
Total		$

2. Monmouth Park Racetrack
Purse Enhancements		$
Breeder’s purses		$
Racetrack and Horseman Employee Benefits*		$
Total		$

3. Disbursed pursuant to the terms of the Agreement to:
· Freehold Raceway		$
· Atlantic City Race Course		$
· Standardbred Breeders and Owners Assoc. of NJ		$
· Thoroughbred Breeders Assoc of NJ		$
· NJ Thoroughbred Horsemens’ Association (“NJTHA”)		$
· NJ Racing Comm. for the benefit of NJTHA		$
· NJ Sire Stakes

Total		$

4. Establishment of off-track wagering facilities		$
(identify with specificity)

5. Not yet disbursed or used by NJSEA		$
(retained in the segregated interest bearing account as provided for in Section 2.03 of the Agreement)

Total		$

* Section 2.01 of the Agreement requires that the collective funding for Racetrack and Horseman Employee Benefits shall not exceed four (4%) percent of the collective amount of funds applied to Purse Enhancements.

D. Compliance with the Agreement and Recipient Agreements

I hereby certify that, as of the date of this Certification, the NJSEA has complied with and is not in breach of the terms of the Agreement or any Recipient Agreement.

E. Certification

I hereby certify to the CRDA, CANJ and each of the Casinos that, as of the date of this Certification, all of the foregoing statements are true. I am aware that if any of the foregoing statements made by me are willfully false, I am subject to punishment.


Dennis R, Robinson, President and		Date:
Chief Executive Officer, NJSEA



Joseph Consolazio, Senior V.P. and		Date:
Chief Financial Officer, NJSEA

F. Recipient Entity Certifications :

Sections 2.06 of the Agreement requires that NJSEA also deliver to the CRDA, together with this Certification, separate Recipient Entity Pre-Installment Payment Certifications completed by each Recipient Entity after its receipt or its use of any Installment Payment funds which it has not certified regarding its receipt and its use in a Recipient Entity Pre-Installment Payment Certification it has previously provided to NJSEA for delivery to CRDA. NJSEA shall deliver such completed Recipient Entity Pre-Installment Payment Certifications to the CRDA no later than ten (10) days prior to the due date for each Installment Payment.

Form 1B

(Name of Recipient Entity)

RECIPIENT ENTITY

PRE-INSTALLMENT PAYMENT CERTIFICATION

(circle applicable due date)

November 4, 2008	February 5, 2009	May 5, 2009	August 4, 2009

November 5, 2009	February 5, 2010	May 5, 2010	August 4, 2010

November 5, 2010	November 5, 2011

To: The New Jersey Sports & Exposition Authority (“NJSEA”), the Casino Reinvestment Development Authority (“CRDA”), Casino Association of New Jersey (“CANJ”) and each of the Casinos

A. Installment Certification Requirement

Each entity (“Recipient Entity”) that receives funds from the NJSEA under the 2008 Purse Enhancement Agreement (“Agreement”) by and between NJSEA, the CANJ, the CRDA and the Casinos is required to timely complete and deliver this Pre-Installment Payment Certification (“Certification”) to the NJSEA. Certifications from a Recipient Entity are due on each of the dates listed above (“Due Dates”) beginning with the first Due Date after the Recipient Entity’s first receipt of any Installment Payment funds, provided, however, that no Certification shall be due on a particular Due Date if the Recipient Entity has already accounted for the use of all Installment Payment funds received by the Recipient Entity as of that Due Date in a prior Certification. All capitalized terms in this Certification shall have the meaning attributed to them in the Agreement unless specifically defined otherwise herein.

B. Receipt of Installment Payment Funds :

I hereby certify that, as of the date of this Certification, the Recipient Entity identified above has received funds from the NJSEA pursuant to the Agreement in the following amounts:

PEA Installment Payment funds in the total amount of:		$
Interest earned on PEA funds held in interest bearing account:		$
Total		$

C. Use of Installment Payment Funds :

I hereby certify that, as of the date of this Certification, the funds identified in Item B above have, in the amounts as set forth below, been used by the Recipient Entity solely for the Authorized Uses set forth in Section 2.01 of the Agreement and in

accordance with its signed written Recipient Agreement with the NJSEA which requires that funds be used solely for such Authorized Uses:

Purse Enhancements		$

Breeder’s purses		$

Racetrack and Horseman Employee Benefits *		$

Not yet used		$

Total		$

D. Compliance with the Agreement and Recipient Agreements

I certify that, as of the date of this Certification, the Recipient Entity identified above (1) has received a copy of the Agreement; (2) has complied with all obligations, representations and warranties as are contained in the Agreement and required of the Recipient Entity; and (3) has executed, complied with and is not in breach of the Recipient Agreement as defined in Section 2.07 of the Agreement.

E. Certification

I hereby certify to the NJSEA, CANJ and each of the Casinos that, as of the date of this Certification, all of the foregoing statements are true. I am aware that if any of the foregoing statements made by me are willfully false, I am subject to punishment.


Chief Executive Officer				Date:
CEO Name:



Chief Financial Officer				Date:
CFO Name:

Form 2A

NEW JERSEY SPORTS & EXPOSITION AUTHORITY

20 ANNUAL REPORT

(circle applicable due date)

March 31, 2009

March 31, 2010

March 31, 2011

March 31, 2012

A. Annual Report Requirement

The New Jersey Sports & Exposition Authority (“NJSEA”) is required under Sections 2.06(B) and 4.01(E) of its 2008 Purse Enhancement Agreement (“Agreement”) with the Casino Association of New Jersey (“CANJ”) and the Casinos to deliver Annual Reports (“Annual Report”) for each of the years 2008, 2009, 2010 and 2011 to the Casino Reinvestment Development Authority (“CRDA”) no later than March 31 of each of the years 2009, 2010, 2011 and 2012 as a condition precedent to the Casinos making subsequent Installment Payments to the NJSEA.

Each Annual Report shall be prepared by an independent accounting firm licensed to do business in the State of New Jersey (“Firm”) and presented in the format below as an attachment to the Firm’s letter which shall identify it as a report completed by the Firm after its review of the books and records of the NJSEA.

Such procedures should be performed in accordance with AICPA standards for agreed upon procedures.

All capitalized terms in the Annual Report shall have the meaning attributed to them in the Agreement unless specifically defined otherwise herein.

B. Receipt of Installment Payment Funds :

The Firm preparing this report states that, on the basis of its review of the books and records of the NJSEA, during the calendar year 2008, 2009, 2010, 2011 (circle one), NJSEA received from the Casinos pursuant to the Agreement:

PEA Installment Payment funds in the total amount of:		$
Interest earned on PEA funds held in interest bearing account:		$
Total		$

C. Use of Installment Payment Funds :

The Firm preparing this report states that, on the basis of its review of the books and records of the NJSEA, during the calendar year 2008, 2009, 2010, 2011 (circle one), the funds identified in Item B above have been used by NJSEA or disbursed by the NJSEA to Recipient Entities in the amounts as set forth below:

*1. Meadowlands Racetrack*
Purse Enhancements			$
Breeder’s purses			$
Racetrack Employee Benefits			$
Total			$

*2. Monmouth Park Racetrack*
Purse Enhancements			$
Breeder’s purses			$
Racetrack Employee Benefits
Total			$

3. Disbursed pursuant to the terms of the Agreement to:
	a.	Freehold Raceway	$
	b.	Atlantic City Race Course	$
	c.	Standardbred Breeders and Owners Assoc. of NJ	$
	d.	Thoroughbred Breeders Assoc of NJ	$
	e.	NJ Thoroughbred Horsemen’s Assoc. (“NJTHA”)	$
	f.	NJ Racing Comm. for the benefit of NJTHA	$
	g.	NJ Sire Stakes	$

4. Establishment of off-track wagering facilities (identify with specificity)			$

5. Net yet disbursed or used by NJSEA (retained in the segregated interest bearing account as provided for in Section 2.03 of the Agreement)			$

Total			$

Annual Report prepared by:

Date:

Form 2B

(Name of Recipient Entity)

RECIPIENT ENTITY

20 ANNUAL REPORT

(circle applicable due date)

March 31, 2009

March 31, 2010

March 31, 2011

March 31, 2012

A. Annual Report Requirement

Each entity (“Recipient Entity”) that receives funds from the New Jersey Sports & Exposition Authority (“NJSEA”) under the 2008 Purse Enhancement Agreement (“Agreement”) by and between NJSEA, the Casino Association of New Jersey (the “CANJ”), the Casino Reinvestment Development Authority (“CRDA”) and the Casinos shall deliver Annual Reports (“Annual Report”) to the NJSEA no later than each due date listed above (“Due Dates”) beginning with the first Due Date after it first receives any Installment Payment funds. Nevertheless, no Annual Report shall be due from a Recipient Entity on a particular Due Date if it has already accounted for the use of all Installment Payment funds it has received as of that Due Date in a prior Annual Report.

Such procedures should be performed in accordance with AICPA standards for agreed upon procedures.

All capitalized terms in the Annual Report shall have the meaning attributed to them in the Agreement unless specifically defined otherwise herein.

B. Receipt of Installment Payment Funds :

The Firm preparing this report states that, on the basis of its review of the books and records of the Recipient Entity, during the calendar year 2008, 2009, 2010, 2011 (circle one), the Recipient Entity identified above received from the NJSEA pursuant to the Agreement:

PEA Installment Payment funds in the total amount of:		$
Interest earned on PEA funds held in interest bearing account:		$
Total		$

C. Use of Installment Payment Funds :

The Firm preparing this report states that, on the basis of its review of the books and records of the Recipient Entity, during the calendar year 2008, 2009, 2010, 2011 (circle one), the funds identified in Item B above have been used by the Recipient Entity identified above in the amounts as set forth below:

Purse Enhancements		$

Breeder’s purses		$

Racetrack and Horsemen Employee Benefits		$

Not yet used		$

Total		$

Annual Report prepared by:

Date:

Exhibit 21.1

List of Subsidiaries

Tropicana Atlantic City Corp. (New Jersey corporation)

Tropicana AC Sub Corp. (New Jersey corporation)

New Tropicana Holdings, Inc. (Delaware corporation)

New Tropicana OpCo, Inc. (Delaware corporation)

Aztar Riverboat Holding Company, LLC (Indiana limited liability company)

Aztar Indiana Gaming Company, LLC (Indiana limited liability company)

New Jazz Enterprises, L.L.C. (Nevada limited liability company)

Catfish Queen Partnership in Commendam (Louisiana)

Centroplex Centre Convention Hotel, L.L.C. (Louisiana limited liability company)

New St. Louis Riverboat, LLC (Nevada limited liability company)

CP St. Louis Casino, LLC (Delaware limited liability company)

CP St. Louis Acquisition, LLC (Delaware limited liability company)

Tahoe Horizon, LLC (Delaware limited liability company)

Columbia Properties Tahoe, LLC (Nevada limited liability company)

CP Laughlin Realty, LLC (Delaware limited liability company)

Columbia Properties Laughlin, LLC (Nevada limited liability company)

Columbia Properties Vicksburg, LLC (Mississippi limited liability company)

JMBS Casino LLC (Mississippi limited liability company)

Greenville Riverboat, LLC (Mississippi) limited liability company

Tropicana Express, LLC (Nevada limited liability company)

ARTICLE ONE NAME

ARTICLE TWO REGISTERED OFFICE AND AGENT

ARTICLE THREE PURPOSE

ARTICLE FOUR CAPITAL STOCK

Section 2. Preferred Stock

(a) The Preferred Stock of the Corporation may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued

(ii) whether the shares of such series shall have voting powers, full or limited, or no voting powers, and if any, the terms of such voting powers;

(iv) whether the shares of such series shall be subject to redemption by the Corporation, and, if made subject to redemption, the times, prices and other terms, limitations, restrictions or conditions of such redemption;

(v) the relative amounts, and the relative rights or preference, if any, of payment in respect of shares of such series, which the holders of shares of such series shall be entitled to receive upon the liquidation, dissolution or winding-up of the Corporation;

Section 3. Common Stock

Section 4. Non-Voting Equity Securities

ARTICLE FIVE

ARTICLE SIX BOARD OF DIRECTORS

Section 1. Election . Elections of directors need not be by written ballot unless the Bylaws shall so provide.

Section 2. Number . The number of directors which constitute the entire Board of Directors shall be designed by, or in the manner provided in, the Bylaws.

ARTICLE SEVEN BYLAW AMENDMENTS

ARTICLE EIGHT SECTION 203

ARTICLE NINE LIMITATION OF LIABILITY

ARTICLE TEN AMENDMENT

ARTICLE ELEVEN NOTICES

ARTICLE TWELVE REGULATORY MATTERS

Section 1. Definitions . For purposes of this Article Twelve, the following terms shall have the meanings specified below:

Section 2. Ownership Restriction . No Person may become the Owner of five percent (5%) or more of any class of the Corporation ’s Securities unless such Person agrees in writing delivered to the Corporation at its registered office to:

(b) respond to written or oral questions and inquiries that may be propounded by any Gaming Authority (in each Gaming Jurisdiction in which the Corporation or any Affiliated Companies either conduct Gaming Activities or have a pending gaming application); and

Section 4. Finding of Unsuitability .

(b) Commencing on the date that a Gaming Authority serves notice of a determination of unsuitability on the Corporation or any Affiliated Company or the Corporation or any Affiliated Company loses or is threatened with the loss, suspension, condition or adverse

Section 13. Legend . The restrictions set forth in this Article Twelve shall be noted conspicuously on any certificate representing Securities of the Corporation in accordance with the requirements of the DGCL and applicable Gaming Laws.

Section 14. Required New Jersey Charter Provisions

Section 15. Required Indiana Charter Provisions

(i) The Corporation shall cease to be subject to the jurisdiction of the Indiana Gaming Commission.

(ii) The Indiana Gaming Commission shall, by affirmative action, validate said issuance or waive any defect in issuance.

(i) The Corporation shall cease to be subject to the jurisdiction of the Indiana Gaming Commission.

(ii) The Indiana Gaming Commission shall, by affirmative action, validate said transfer or waive any defect in said transfer.

(i) the market price of the ownership interest; or

(ii) the price at which the applicant purchased the ownership interest;

(d) Until such voting Securities are owned by Persons found by the commission to be suitable to own them, the following restrictions must be followed:

(i) The Corporation shall not be required or permitted to pay any dividend or interest with regard to the voting Securities.

(ii) The holder of such voting Securities shall not be entitled to vote on any matter as the holder of the voting Securities, and such voting Securities shall not for any purposes be included in the voting Securities of the Corporation entitled to vote.

(iii) The Corporation shall not pay any remuneration in any form to the holder of the voting Securities as provided in this paragraph.

ARTICLE I

Section 2 Other Offices . The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II MEETINGS OF STOCKHOLDERS

Section 3 Place of Meetings . The board of directors may designate any place, either within or without the State of Delaware, and/or by means of remote communication, as the place of meeting for any annual meeting or for any special meeting called by the board of directors, the

Section 9 Voting Rights . Except as otherwise provided by the DGCL or by the Certificate or any amendments thereto, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of capital stock held by such stockholder.

ARTICLE ONE
NAME

ARTICLE TWO
REGISTERED OFFICE AND AGENT

ARTICLE THREE
PURPOSE

ARTICLE FOUR
CAPITAL STOCK

ARTICLE SIX
BOARD OF DIRECTORS

ARTICLE SEVEN
BYLAW AMENDMENTS

ARTICLE EIGHT
SECTION 203

ARTICLE NINE
LIMITATION OF LIABILITY

ARTICLE TEN
AMENDMENT

ARTICLE ELEVEN
NOTICES

ARTICLE TWELVE
REGULATORY MATTERS

ARTICLE II
MEETINGS OF STOCKHOLDERS