Exhibit 10.42


 


SECOND AMENDMENT TO MASTER LEASE


 


THIS SECOND AMENDMENT TO MASTER LEASE (“Second Amendment”) is made on Sept. 17, 2001, by the City of Boonville, Missouri, a
Missouri third class city (the “City”), and IOC – Boonville, Inc., formerly
known as 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 (the First Amendment and the Master Lease, as amended by the First
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 (legally described on Exhibit A attached hereto) to Exhibit B and the City and the Tenant wish to set
forth in this Second Amendment
the terms and conditions for adding these parcels.


 


NOW, THEREFORE, for and in consideration of the sum of ten
dollars and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the City and the Tenant agree as
follows:


 


1.   The land described on Exhibit A is added to
the Project Site.


 


2.   The Master Lease is further amended by deleting the
attached “Exhibit B” that was
provided pursuant to the First Amendment and substituting therefor the Second
Revised Exhibit B which is attached to this Amendment (“Second Revised Exhibit
B”). From and after the date of the Second Amendment, the term “Project Site”
as used throughout the Master Lease shall be deemed to mean that real property
described in the Second Revised Exhibit B.


 


3.   The Master Lease is further amended by adding
section 16.2.8, which shall state: “The Real Property described in paragraphs 44 and 45 of Exhibit A (“Remediation
Sites”) has been subject to remediation and, as evidenced by a Certificate of
Completion issued by the Missouri Department of Natural Resources (“MDNR”) and
a letter dated March 20, 2001, from MDNR (“MDNR Documents”), no additional  investigation and remedial action is
Currently required.”


 


4.   The
Tenant represents and warrants
that, to the best of Tenant’s knowledge based upon the MDNR Documents all necessary remediation has been accomplished
with respect to the Remediation Sites, that all of the costs of MDNR incurred in the oversight
of the remediation (referenced in the letter of MDNR, dated June 21, 2001, to
the Tenant) have been paid in full and


 

















 


that, to the best of Tenant’s
knowledge based upon the MDNR Documents, no Hazardous Materials (as that term
is defined in the Master Lease) are present on the Remediation Sites. The
Tenant reaffirms that it will fulfill all of the terms and conditions of the
Master Lease with respect to the Remediation Sites including, but not limited
to, Section 9.2 of the Master Lease.


 


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


 


6.             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”

  
	
   

  	
   

  
	
   

  	
  THE CITY OF
  BOONVILLE, MISSOURI

  
	
  [SEAL]

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
  By:

  	
  /s/ Bernard
  Kempf

  
	
   

  	
   

  	
  Bernard
  Kempf, Mayor

  
	
   

  	
   

  
	
  [Illegible]

  	
   

  	
   

  
	
  City Clerk

  	
   

  
	
   

  	
   

  
	
  APPROVED AS
  TO FORM AND LEGALITY

  	
   

  
	
   

  	
   

  
	
  [Illegible]

  	
   

  	
   

  
	
  City
  Counselor

  	
   

  
	
   

  	
  “TENANT”

  
	
   

  	
   

  
	
   

  	
  IOC –
  BOONVILLE INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M.
  Gallaway

  
	
   

  	
   

  	
  John M.
  Gallaway, President

  
						



 


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