Exhibit 10.43


 


THIRD
AMENDMENT TO MASTER LEASE


 


THIS THIRD AMENDMENT TO
MASTER LEASE (“Third Amendment”) is made as of November 19, 2001, by the City
of Boonville, Missouri, a
Missouri third class city (the “City”), and IOC – Boonville, Inc., formerly
known as Gold River’s Boonville Resort, Inc., and Davis Gaming Boonville, Inc.,
a Nevada corporation (“Tenant”).


 


The City and the Tenant
entered into a Master Lease dated July 18, 1997, which was amended by the
Amendment to the Master Lease dated April 19, 1999, and which was further
amended by the Second Amendment to Master Lease dated September 17, 2001 (the
Master Lease, as amended by the First Amendment and the Second Amendment, shall
be referred to as the “Master Lease”).


 


Attached to the Master Lease
as Exhibit B is the legal description of the “Project Site,” as that term is
defined in the Master Lease, as of the date of the Master Lease. The Master
Lease contains a provision providing that “As additional parcels become part of
the Project Site, the legal description of such parcels will be added to
Exhibit B.”


 


The Tenant and the City wish
to add certain parcels and make other adjustments to the Project Site and thus
need to modify Exhibit B to the Master Lease as set forth below.


 


NOW, THEREFORE, the City and the Tenant agree as follows:


 


1.           The Master Lease is amended by deleting “Exhibit B” and substituting
therefor the Third Revised Exhibit B which is attached to this Third Amendment
(the “Third Revised Exhibit B”).
The term “Project Site” and
references to “Exhibit B” as used throughout the Master Lease shall mean that
real property described in the Third Revised Exhibit B.


 


2.           The portion of the Project Site that is described in Lease Agreement
No. CPR9702 between the City and the Missouri Department of Natural Resources (“MDNR”),
dated July 1, 1998, as amended by Amendment No. 1 dated as of November 19,
2001, is owned by MDNR and leased by the City. Therefore, as to that portion of
the Project Site, the Master Lease constitutes a sublease with the City as
sublandlord and Tenant as subtenant that will terminate upon termination of
Lease Agreement No. CPR9702. This paragraph replaces Paragraph 2 of the
Amendment to Master Lease, dated April 19, 1999.


 


3.           The parties shall execute, deliver and record, at the Tenant’s expense,
a Third Amended and Restated Memorandum of Lease reflecting the amendments made
pursuant to this Third Amendment.


 

















 


4.               Except as herein
provided, the provisions of the Master Lease shall remain unchanged and in full
force and effect.


 


EXECUTED as of
the date first above written.


 


	
   

  	
  “THE CITY”

  
	
  [SEAL]

  	
   

  
	
   

  	
  THE CITY OF
  BOONVILLE, MISSOURI

  
	
  ATTEST:

  	
   

  
	
   

  	
  By:

  	
  /s/ Bernard
  Kempf

  
	
  [ILLEGIBLE]

  	
   

  	
   

  	
  Bernard
  Kempf, Mayor

  
	
  City Clerk

  	
   

  
	
   

  	
   

  
	
  APPROVED AS
  TO FORM AND LEGALITY

  	
   

  
	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
   

  
	
  City Counselor

  	
   

  



 


	
   

  	
  “TENANT”

  
	
   

  	
   

  
	
   

  	
  IOC –
  BOONVILLE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rexford A. Yeisley

  
	
   

  	
  Name:

  	
    Rexford A. Yeisley

  
	
   

  	
  Title:

  	
    Senior Vice
  President, CFO, Treasurer

  
					



 


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