Exhibit 10.44  AMENDED AND RESTATED LEASE AGREEMENT  by and between  THE PORT AUTHORITY OF KANSAS CITY, MISSOURI
(LANDLORD)  and  HILTON HOTELS CORPORATION
(TENANT)  dated as of  AUGUST 21, 1995


TABLE
OF CONTENTS  ARTICLE
  I   Demised Premises
  2Section 1.01.
  DEMISE
  2Section 1.02.
  TERM
  4Section 1.03.
  TERMINATION
  4Section 1.04.
  HOLDING
  OVER
  4ARTICLE II   Rent
  5Section 2.01.
  AMOUNT
  AND MEDIUM OF PAYMENT
  5Section 2.02.
  INTERIM
  FIXED RENT
  5Section 2.03.
  MINIMUM
  NET RENT
  6Section 2.04.
  PARTIAL
  MONTH
  6Section 2.05.
  PERCENTAGE
  RENT
  6Section 2.06.
  OBLIGATION
  TO OPERATE
  6Section 2.07.
  QUARTERLY
  STATEMENT/PAYMENT OF PERCENTAGE RENT
  7Section 2.08.
  ACCOUNTING
  RECORDS AND AUDITING RIGHTS
  7Section 2.08.1.
  Accounting Records
  7Section 2.08.2.
  Audit Procedures
  8Section 2.09.
  NET
  LEASE
  8Section 2.10.
  ADDITIONAL
  RENT
  9Section 2.11.
  ABSOLUTE
  RIGHT TO RENT
  9Section 2.12.
  ABSOLUTE
  MINIMUM RENT
  9Section 2.13.
  GRANT
  AND CREDIT AGAINST RENT
  9Section 2.14.
  BOND
  ISSUE
  9ARTICLE
  III   Payment of Taxes, Assessments, Etc.
  10Section 3.01.
  IMPOSITIONS
  10Section 3.02.
  FURNISHED
  RECEIPTS
  11Section 3.03.
  SEEKING
  OF REDUCTION OF IMPOSITIONS BY TENANT11Section 3.04.
  JOINING OF LANDLORD
  11Section 3.05.
  PRIMA FACIE EVIDENCE
  11Section 3.06.
  UTILITIES
  11ARTICLE IV   Surrender
  12Section 4.01.
  REMOVAL OF PERSONALTY
  AND FIXTURES
  12Section 4.02.
  SURRENDER AND DELIVERY
  OF DEMISED PREMISES13Section 4.03.
  PERSONAL
  PROPERTY NOT REMOVED
  13Section 4.04.
  LANDLORD
  NOT RESPONSIBLE
  13Section 4.05.
  SURVIVAL
  13ARTICLE
  V   Insurance
  13Section 5.01.
  FULL
  REPLACEMENT COST INSURANCE
  13Section 5.02.
  OTHER
  INSURANCE
  14Section 5.03.
  TYPE
  OF POLICIES
  16Section 5.04.
  NAMED
  INSUREDS
  16Section 5.05.
  CANCELLATION
  NOTICE
  17  i


ARTICLE
  VI   Landlords Right to Perform Tenants
  Covenants
  17Section 6.01.
  RIGHT
  TO MAKE PAYMENTS
  17Section 6.02.
  REPAYMENT
  BY TENANT
  17ARTICLE
  VII   Repairs and Maintenance of the
  Demised PremisesSection 7.01.
  REPAIRS
  18Section 7.02.
  MAINTENANCE
  18Section. 7.03.
  NO
  SERVICES FURNISHED
  18ARTICLE
  VIII   General and Specific Compliance with Laws, Insurance,
  Development Agreement and Exhibits Thereto, Etc.
  18Section 8.01.
  GENERAL
  COMPLIANCE
  18Section 8.02.
  SPECIFIC
  COMPLIANCE
  19Section 8.02.1
  Building
  Laws
  19Section 8.02.2
  Toxic/Hazardous
  Substances; Tenants
  Responsibilities
  20Section 8.02.3
  Toxic/Hazardous
  Substances; Landlord
  Responsibilities
  23Section 8.03.
  COMPLIANCE
  WITH INSURANCE
  25Section 8.04.
  COMPLIANCE
  WITH DEVELOPMENT AGREEMENT
  25Section 8.05.
  CONTEST
  OF LAWS
  25ARTICLE
  IX   Improvements, Etc.
  26Section 9.01.
  IMPROVEMENTS
  26Section 9.02.
  TITLE
  TO TENANTS PERSONALTY AND FIXTURESSection 9.03.
  DESTRUCTION/DAMAGE
  26Section 9.04.
  CHANGES
  AND ALTERATIONS
  26Section 9.05.
  PERFORMANCE
  BOND
  27Section 9.06.
  INSURANCE
  ENDORSEMENTS
  27Section 9.07.
  ADDITIONAL
  IMPROVEMENTS
  27Section 9.08.
  COMPLIANCE
  WITH LAWS
  27Section 9.09.
  SURRENDER
  OF IMPROVEMENTS
  27ARTICLE
  X   Discharge of Liens
  27Section 10.01.
  NO
  LIENS
  27Section 10.02.
  DEFENSE
  OF LIEN CLAIM
  28Section 10.03.
  NO
  CONSENT
  28ARTICLE
  XI   No Waste
  28ARTICLE
  XII   Use of Property
  28Section 12.01.
  PROPER
  USE
  28Section 12.02.
  PROHIBITED
  USE
  28ARTICLE
  XIII   Entry on Demised Premises by
  Landlord
  29Section 13.01.
  RIGHT
  TO ENTER
  29Section 13.02.
  STORAGE
  29ARTICLE XIV  
  Indemnification of and by Landlord and Tenant
  29  ii


ARTICLE
  XV   Damage or Destruction
  31Section 15.01.
  REPAIR/RESTORATION
  BY TENANT
  31Section 15.02.
  NOTICE
  32Section 15.03.
  NO
  RIGHT TO TERMINATE/SURRENDER
  32ARTICLE
  XVI   Condemnation
  32Section 16.01.
  TAKING
  32Section 16.02.
  SUBSTANTIAL/COMPLETE
  TAKING
  32Section 16.03.
  TERMINATION
  FROM TAKING
  33Section 16.04.
  PARTIAL
  TAKING
  33Section 16.05.
  EASEMENT
  TYPE TAKING
  33ARTICLE
  XVII   Assignments, Mortgages and
  Subleases of Tenants Interest34ARTICLE
  XVIII   Default
  35Section 18.01.
  EVENT
  OF DEFAULT BY TENANT DEFINED
  35Section 18.02.
  REMEDIES
  37Section 18.03.
  DAMAGES
  38Section 18.04.
  REMEDIES
  IN EVENT OF BANKRUPTCY OR OTHER PROCEEDING
  40Section 18.05.
  CONTINUED
  OBLIGATION
  43Section 18.06.
  WAIVER
  BY TENANT
  43Section 18.07.
  NO
  WAIVER BY LANDLORD OR TENANT
  43Section 18.08.
  INJUNCTION
  43Section 18.09.
  CUMULATIVE
  RIGHTS
  44Section 18.10.
  MITIGATION
  44Section 18.11.
  DEFAULT
  BY LANDLORD; TENANT REMEDIES
  44ARTICLE
  XIX   Renewal Privileges
  44Section 19.01.
  EIGHT
  RENEWAL TERMS
  44Section 19.02.
  NO
  WAIVER OR RELEASE
  46ARTICLE
  XX   Representations and Warranties
  46Section 20.01.
  REPRESENTATIONS
  AND WARRANTIES OF LANDLORD
  46Section 20.02.
  REPRESENTATIONS AND
  WARRANTIES OF TENANT
  4647ARTICLE
  XXI   Invalidity of Particular
  Provisions
  47ARTICLE
  XXII   Notices
  48ARTICLE
  XXIII   Rent Abatement/Claim for Damages
  49ARTICLE
  XXIV   Estoppel Certificates
  49Section 24.01.
  TENANTS
  CERTIFICATE
  49Section 24.02.
  LANDLORDS
  CERTIFICATE
  49ARTICLE
  XXV   Miscellaneous
  50Section 25.01.
  GOVERNING
  LAW/VENUE
  50Section 25.02.
  CONFLICT
  AMONG PROVISIONS
  50Section 25.03.
  INTEREST
  RATE
  50Section 25.04.
  SPECIAL
  REPORTS
  51  iii


ARTICLE
  XXVI   Consent of Landlord and Tenant
  51Section 26.01.
  STANDARD
  51Section 26.02.
  OTHER
  ACTS
  51ARTICLE
  XXVII   Payments Under Protest
  51ARTICLE
  XXVIII   No Oral Modification
  51ARTICLE
  XXIX   Covenants to Bind and Benefit
  Respective Parties51ARTICLE
  XXX   Captions, Table of Contents and
  Exhibits
  52Section 30.01.
  CAPTIONS
  52Section 30.02.
  TABLE
  OF CONTENTS
  52Section 30.03.
  EXHIBITS
  52  iv


AMENDED AND RESTATED  LEASE AGREEMENT  THIS AMENDED AND RESTATED LEASE AGREEMENT
(the Lease) is made and entered into by and between THE PORT AUTHORITY OF
KANSAS CITY, MISSOURI (the Landlord) and HILTON HOTELS CORPORATION, a
Delaware corporation (the Tenant), as of the 21day of August,
1995.  RECITALS  The following recitals are a material part of
this Lease:  A.    Landlord is a body politic created and formed by the city of
Kansas City, Missouri (the City) under Ordinance Number 47523 adopted February 11,
1983 by virtue of the power granted to the City under Sections 68.010 et. seq.
of the Revised Statutes of Missouri.  B.    Tenant submitted a proposal dated December 30, 1992, and
supplemented on January 11, 1993 (collectively, the Proposal), to construct
gaming facilities on property leased by Landlord from the City. Landlord and
Tenant signed a Development Agreement on March 12, 1993, under which Tenant
attempted to develop such facilities on Site B and agreed to construct related
infrastructure on behalf of Landlord and the City. Because of difficult site
constraints, changing regulatory requirements, changes in the Missouri gaming
laws, and concern of Landlord and Tenant with potential problems relating to
environmental and archaeological issues at Site B, Landlord and Tenant have
agreed, subject to the Development Agreement (as defined herein), to construct
Tenant, s gaming enterprise at Site A instead of at Site B and to modify the
requirements of the Development Agreement relating to infrastructure
construction and development.  C.    The City, as present owner of the Demised Premises (as defined
herein) has, under that certain Kansas City Riverfront Lease Agreement dated May 14,
1993 as amended by agreements dated September 30, 1994 and August 21,
1995 (collectively City Lease), leased the Demised Premises (as herein
defined) to Landlord with all necessary right, title and interest thereto in
order for Landlord to have the full legal ability to further sublease the same
to other parties such as Tenant.  D.    Subject to and in connection with that certain Development
Agreement made and entered into byand
between the Landlord and Tenant on March 12, 1993, and amended by Addenda
One through Fourteen (collectively the Development Agreement), the first and
signature pages of each of which are attached hereto identified as Exhibit A,
Landlord has agreed to sublease to Tenant the Demised Premises and the
Easements (as defined herein) and Tenant has agreed to sublease the same from
Landlord.


E.     On March 12, 1993, Landlord and Tenant entered into a
certain Lease Agreement (the Lease) under which Landlord leasedtoTenant the
Demised Premises and additional real property.  F.     In the Twelfth and Thirteenth Addendums to the Development
Agreement (Exhibit D) the parties agreed that Tenant would construct itsriverboatgaming
floating facility (Riverboat Gaming Facility) in a basin adjacent to the
Missouri River.  G.    Thepartieshereto have determined that
the Lease should be amended and restated.  WITNESSETH, that for and in consideration of
the sum of Ten and NO/100 Dollars ($10.00) to each of them paid by the other,
and other good and valuable consideration, the receipt, adequacy and
sufficiency of which is hereby acknowledged by each of them, the parties hereto
do hereby covenant and agree as follows:  ARTICLE I Demised Premises  Section 1.01. DEMISE. Landlord
hereby subleases to Tenant, and Tenant hereby leases from Landlord, the real
property described in Exhibit B
attached hereto, together with all buildings and improvements to be constructed
in accordance with the Development Agreement -(Site Improvements)
(collectively the Demised Premises), and specifically including the Riverboat
Gaming Facility and including the following easements and appurtenances:  (a)   That certain driveway easement conveyed to Landlord by Kansas City
Power and Light Company (KCPL) in the document entitled Service Access
Easement Agreement, which is recorded as Document No.       in
Volume       at Page       of
the Recorder of Deeds Office of Jackson County, Missouri and which was executed
by such parties for the purpose of ingress and egress to and from the Demised
Premises and Riverfront Road and which such easement is described in Exhibit B-1, which is attached hereto and incorporated
herein by reference; and  (b)   A certain pedestrian easement (the Pedestrian Access Easement)to
be conveyed to and inuring to the benefit of Landlord in accordance with the
Development Agreement and providing access for pedestrians crossing Front
Street for the purpose of using Tenants Riverboat Gaming Facility (to be
attached to this Lease and identified as Exhibit B-2,
as part of a future amendment to this Lease); and  (c)   Any other easements or other rights in adjoining property inuring
to the benefit of Landlord by reason of the City Lease including any and all
easements reasonably required for the installation, maintenance, operation and
service of sewer, water, gas, power, and other utility lines and services.  (d)   All machinery, equipment and fixtures and other items of personal
property and any replacements thereof, attached to or used  2


in
connection with the use, occupation and operation of the Demised Premises and
the Easements, except those items specifically referred to as Tenants
Personalty and Fixtures in Section 4.01 hereof, and all alterations,
additions and improvements hereafter made to the Demised Premises, title to
which may now or hereafter vest in City and/or Landlord.  Following the conveyance of the Pedestrian
Access Easement to Landlord, this Lease shall be amended by the addition of the
legal description for such easement.  The Pedestrian Access Easement and the
Service Access Easement referred to in subsections (a) and (b) are
hereinafter referred to as the Easements.  Landlord warrants that it and no other entity
now has the right to sublease the Demised Premises and the Easements to Tenant,
and that so long as Tenant is not in default hereunder or under the Development
Agreement, Tenant shall have peaceful and quiet use of the Demised Premises and
the Easements, subject to all matters presently of record and all other
agreements and encumbrances to which this Lease is or may hereafter be
subordinated or otherwise made subject to as permitted herein or in the
Development Agreement, and such use by Tenant shall also be subject to the
following:  (i)    any state of facts which an accurate survey may show; and  (ii)   easements, covenants and restrictions of record, if any, to the
extent that the same are in force or effect; and  (iii)  present and future zoning laws, ordinances,resolutions and regulations of the City,
and all present and future ordinances, laws, regulations and orders of all
boards, bureaus, commissions and bodies of any municipal, county, state or
federal government or governmental authority now or hereafter having or
acquiring jurisdiction of the Demised Premises and/or the use and improvement
thereof and/or the operation of gaming or other enterprises thereat or in
connection therewith; and  (iv)  violations of law, ordinances, orders and requirements, whether or
not of record, of any federal, state or municipal department or authority
having jurisdiction over or affecting the Demised Premises, as the same may
exist on the date hereof or may be hereafter enacted; and  (v)   condition and state of repair of the Demised Premises as the same
may be on the date of execution hereof.  Notwithstanding anything to the contrary
contained herein, the Demised Premises, the Easements, and all improvements
presently existing thereon, Landlords interest therein and Citys title
thereto have been examined by Tenant and when accepted by it as evidenced by
its execution hereof or by its use thereof shall be  3


deemed
to have been accepted by it in its then present as is condition, except as
set out in Article VIII hereof.  Section 1.02. TERM. The term of
this Lease (the Term) shall commence on the date hereof (the Commencement
Date) and shall terminate on the Termination Date (as defined herein), except
as renewed under Article XIX hereof or as earlier terminated under Article XVIII
hereof. The date on which the Term shall terminate (the Termination Date)
shall be the earlier of:  (a)    Ten (10) years after the date on which Tenant begins
operation of its riverboat gaming enterprise (Actual Opening Date) on the
Demised Premises; or  (b)   Ten (10) years after the Deemed Opening Date (which shall be
twenty-four (24) months after the Commencement Date, subject to extension for
force majeure delay as defined in Section 5.4 of the Development
Agreement) (the Actual Opening Date or the Deemed Opening Date, whichever first
occurs is sometimes referred to herein as the Opening Date).  Landlord and Tenant agree, upon demand of the
other, to execute and deliver to the other party hereto, a declaration setting
forth the Termination Date (in conformance herewith) as soon as it has been
determined.  Section 1.03. TERMINATION. This
Lease shall terminate on the Termination Date (unless renewed in accordance
with the provisionsfor renewal
contained in Article XIX hereof, or unless otherwiseextended by written
agreement of Landlord and Tenant), without thenecessity of any additional notice from
either Landlord or Tenantto terminate the same, and Tenant hereby waives notice to thenvacate or quit the Demised
Premises and agrees that Landlord shallthen be entitled to the benefit of all
provisions of law respectingthe summary recovery of possession of the Demised Premises from atenant holding over to the
same extent as if statutory notice had been given. Tenant hereby agrees that if
it fails to surrender theDemised Premises and the Easements on the Termination Date, Tenantwill be liable to Landlord
for any and all damages which Landlordshall suffer by reason thereof including, but
not being limited to,damages
under Section 1.04 hereof and liquidated damages asdescribed in Section 2.06
hereof or elsewhere described herein.  Section 1.04. HOLDING OVER. If
Tenant shall be in possession of the Demised Premises after the expiration of
the Term, or, if applicable, after any validly exercised renewal thereof as
provided for herein, the tenancy under this Lease shall become one from month
to month, terminable by either party on thirty (30) days prior written notice,
and shall be subject to all of the terms and conditions of this Lease as though
the Term had been extended from month to month, except that: (i) the
Minimum Net Rent (as defined herein) payable hereunder for each month during
said holdover period shall be equal to twice the monthly installment of Minimum
Net Rent (as defined herein) payable during the last month of the Term (or any
such renewal thereof), (ii) the installment of  4


Percentage
Rent (as defined herein) payable hereunder for each such month shall be equal
to one-twelfth (l/12th) of the average annual Percentage Rent payable
hereunder, if any, for the immediately preceding three (3) years of the
Term (or any renewal thereof); and (iii) all Additional Rent payable
hereunder shall be prorated for each month during such holdover period.  ARTICLE II
Rent  Section 2.01. AMOUNT AND MEDIUM OF
PAYMENT. Throughout the Term and any renewal thereof, Tenant shall pay
Landlord, without notice or demand, in lawful money of the United States of
America, at the office of Landlord or at such other place as Landlord shall
designate within the City, State of Missouri, as rent hereunder (collectively,
the Rent) the following:  a.Interim Fixed Rent as called
for in Section 2.02 hereof; plus  b.Minimum Net Rent as called
for in Section 2.03 hereof; plus  c.Percentage Rent as called
for in Section 2.05 hereof; plus  d.Additional Rent as called
for in Section 2.10 hereof.  Section 2.02. INTERIM FIXED RENT.
In lieu of Tenants otherwise agreeing to reimburse Landlord for expenses paid
and/or incurred by Landlord for attorneys, accountants and other consultants
retained by Landlord in connection with its requesting Tenants Proposal and
selecting Tenant as developer (which led to the execution of this Lease by
Landlord), and so as to insure that Landlord shall incur no expense with
respect to the riverboat gaming enterprise of Tenant, as Tenant agreed to so do
under the Proposal, Tenant agrees (i) that any payments made by it to
Landlord on or before June 30, 1994 which might under prior agreements have
been a credit against Minimum Net Rent, shall not be so deemed and Landlord
shall not be obligated to credit such payments or any part thereof against
monies due to Landlord hereunder, and (ii) that beginning on July 1,
1994 and continuing through the Opening Date or the Termination Date, whichever
first occurs, Tenant shall pay monthly interim fixed rent (Interim Fixed Rent)
to Landlord at the rate of Twenty-Five Thousand and NO/100 Dollars ($25,000.00)
per calendar month, payable in advance on the first day of each such calendar
month, three-fifths (3/5) of which sum, as so paid, shall on Opening Date be
credited against Minimum Net Rent due hereunder. Tenant shall have no further
liability to Landlord for any such Landlord expenses.  Section 2.03. MINIMUM NET RENT. Subject
to credit therefor under Sections 2.02, 2.04 and 2.13 hereof, beginning on the
Opening Date and continuing during the remainder of the Term and any renewal
thereof (as adjusted under Section 2.04 with respect  5


thereto),
Tenant shall pay to Landlord a minimum net annual rent, over and above the
other payments to be made by Tenant as hereinafter provided, at the rate of Two
Million and NO/100 Dollars ($2,000,000.00) per year (as the same may be
adjusted during any renewal term hereof). Such minimum net rental (the Minimum
Net Rent) shall be paid in equal annual installments of Two Million and NO/100
Dollars ($2,000,000.00) each, in advance, on the Opening Date and on the date
of each and every annual anniversary of the Opening Date thereafter.  Section 2.04. PARTIAL MONTH. If
the Commencement Date and/or the Opening Date shall occur on any day other than
the first day of a calendar month, Tenant shall pay Landlord on the
Commencement Date and receive a credit on the Opening Date, as applicable, of
the proportionate amount of Interim Fixed Rent accrued for the balance of such
current calendar month.  Section 2.05. PERCENTAGE RENT.
Beginning with the Opening Date and continuing throughout the entire remaining
Term of this Lease and any renewal thereof, pursuant to the terms of Section 2.07
hereof Tenant shall pay to Landlord as minimum percentage rent (the Percentage
Rent) a sum of money equal to three and one quarter percent (3 1/4%) of Gross
Revenues (as defined herein) less Minimum Net Rent paid hereunder. As used
herein, the term Gross Revenues shall mean the sum of adjusted gross
receipts as such term is defined under the Missouri Gaming Laws of the Revised
Statutes of Missouri, plus all revenues from admissions, sales of food,
beverages, merchandise, services, parking charges, and all other business
endeavors at the Demised Premises and/or Tenants riverboat gaming enterprise
as are derived from use of the Demised Premises and/or operation of Tenants
riverboat gaming enterprise (including any parking facilities or concessions
operated with respect thereto) by Tenant or any licensee, sublessee, franchisee
or other operator of all or any portion of any such business endeavors, on or
in connection with all or any portion of the Demised Premises or the Easements.  Section 2.06. OBLIGATION TO OPERATE.
At all times from and after the Opening Date during the Term of this Lease
(including any validly exercised renewals of the original or any extended term
hereof), Tenant will continuously use and occupy the Demised Premises and operate
its riverboat gaming enterprise in connection therewith in good faith and in
such a manner as shall assure the transaction of a maximum volume of business
in and at the Demised Premises and from said riverboat gaming enterprise. If
Tenant shall fail to cause its said riverboat gaming enterprise to be operated
as required under the immediately preceding sentence, then, in addition to any
other remedy available to Landlord under this Lease, Tenant shall pay to the
Landlord in lieu of Percentage Rent and in addition to any other Rent payable
hereunder, and as liquidated damages for such failure to so operate, a sum
equal to fifty percent (50%) of the then applicable Minimum Net Rent applicable
to each day or portion thereof during which Tenant shall fail to so operate
(e.g. if not operating for forty (40) days, 40/365th of 50% of the then
applicable Minimum Net Rent as  6


Percentage Rent for such forty (40) days). Notwithstanding the
foregoing, solely for the purposes of this Section 2.06 Tenants failure to so
operate shall be deemed unavoidable and not a failure to so operate, if and so
long as non-operation shall be directly caused by fire or other casualty,
national emergency, condemnation, enemy action, civil commotion, strikes,
lockouts, or national defense pre-emptions, acts of God, energy shortages,
changes in the Missouri law which prohibits the continuation of Tenants
business, changes in the Kansas City, Missouri gaming industry which make
Tenants gaming operations unprofitable for a continuous period of one (1) year
or more, or any other similar causes beyond the reasonable control of Tenant,
and provided further that Tenant shall continually thereafter use its diligent
best efforts to alleviate the cause for such cessation of operation and
commence operation as soon thereafter as is practicable.  Section 2.07. QUARTERLY
STATEMENT/PAYMENT OF PERCENTAGE RENT. Tenant shall deliver to Landlord, within
thirty (30) days after the end of each third month of the Term of this Lease
after Opening Date, a written statement, in form reasonably acceptable to
Landlord, certified to as true, complete and accurate by an authorized officer
of Tenant, setting out its Gross Revenues during the immediately preceding three
(3) month period (Tenants Quarterly statement). A similar statement,
certified as correct by Tenants chief financial officer shall be delivered to
Landlord within thirty (30) days after each anniversary of the Opening Date (Tenants
Annual Statement). Tenant shall pay any Percentage Rent due, based on Tenants
Quarterly Annual Statement, within thirty (30) days after the end of the
quarter or year reported in Tenants Quarterly or Annual Statement, which
statement reflects that any Percentage Rent is due hereunder, as a result of
3-1/4% of Gross Revenues during the total period of time reflected therein
exceeding the Minimum Net Rent due for the 12-month period of time as to which
said Quarterly or Annual Statement relates.  Section 2.08. ACCOUNTING RECORDS AND
AUDITING RIGHTS.  2.08.1 Accounting Records. Tenant
shall maintain at the Demised Premises or at a central accounting location
maintained in the City, and identified to Landlord upon request, account
records and procedures complying with generally accepted accounting principles
consistently applied, as defined by the American Institute of Certified Public
Accountants (AICPA) and the Financial Accounting Standards Board (FASB);
provided, however, that such principles shall comply in all respects and
conform to all rules, regulations and requirements of the Gaming Commission of
the State of Missouri or any similar body established in Missouri relating to
accounting principles for the determination of adjusted gross receipts of
Tenant, so as to enable Tenant to calculate, and Landlord to verify, any
Percentage Rent due under this Lease. Tenant shall preserve Tenants said books
and records relating to each calendar year for at least three (3) years
after the end of such calendar. If at the conclusion of such three-year period,
a dispute is pending between Landlord and Tenant regarding the amount  7


of
Percentage Rent due, then Tenant shall continue to preserve such records
pending the final disposition of such dispute.  2.08.2 Audit Procedures: Within (and
in no event later than) seventy-five (75) days after the end of each calendar
year of Tenant, Tenant shall cause the certified public accountant then
regularly auditing Tenants books and records (which CPA shall be licensed in
Missouri and shall be a member of AICPA) to audit Tenants (and/or any
subtenants, licensees, franchisees or concessionaires) books and records
relevant to the calculation of Rents and other payments and Gross Revenues reported
by Tenant and/or which should have been reported by Tenant during its preceding
calendar year and to certify to Landlord the correctness of same and the
compliance thereof with the definitions and requirements of this Lease. Tenant
shall provide to Landlord, at the time of filing thereof, copies of all
financial reports and tax returns furnished to the State of Missouri and/or the
Gaming Commission thereof in connection with the determination of Tenants
taxable gaming revenue and/or adjusted gross receipts. Further, if Tenant shall
fail to soprovidetoLandlordsuchcertificationand/orcopiesasandwhenduehereunderorifLandlordshalldesiretoauditsuchstatement(s), Landlord,
in conjunction with the City Auditor and Director of Finance for the City,
shall have the right to audit the books and records of Tenant with respect to
Percentage Rent or other payments provided for in this Lease at any time upon
reasonable notice; provided that Landlord agrees to exercise this audit right
not more frequently than once per fiscal year. Any such audit shall be
performed in accordance with generally accepted auditing standards, during
ordinary business hours and without unreasonably interfering with Tenants
business. If such certification was not provided or if any such audit reveals
that Gross Revenue or any portion of Percentage Rent due hereunder was
understated, then within thirty (30) days after receipt of the audit with
appropriate backup documentation, Tenant shall pay to Landlord the additional Percentage
Rent due on account of the audit or audit corrections. Any adjusting payment
due on account of previous underpayment shall bear interest at the Interest
Rate (as defined herein) from the date it would have been paid had Tenants
Quarterly Statement been correct, until the date actually paid. If such
certification was not so provided or if Percentage Rent reported therein was
understated by more than two percent (2%) for any audited period of time, then
Tenant shall pay the reasonable cost of the audit showing same and/or
disclosing such understatement; otherwise the audit shall be conducted at
Landlords expense.  Section 2.09. NET LEASE. It is
the purpose and intent of Landlord and Tenant that this is a net lease and that
from and after the Opening Date, the Minimum Net Rent (and any Percentage Rent
and/or Additional Rent) shall, except as herein otherwise provided, be
absolutely net to Landlord, so that this Lease shall thereafter yield, net, to
Landlord, the Minimum Net Rent specified in section 2.03 hereof in each
remaining year during the Term and any renewal thereof, together with the
Percentage Rent provided for in Section 2.05 hereof, and the Additional
Rent provided for in  8


Section 2.10
hereof, and that all costs, expenses and obligations of every kind and nature
whatsoever relating to the Demised Premises and/or the operation of Tenants
riverboat gaming enterprise thereon and/or in connection therewith, except as
herein otherwise provided, which may arise or become due during or out of the
original or any renewal Term of this Lease, shall be paid by Tenant, and that
Landlord shall be protected, defended, indemnified and held harmless by Tenant
from and against the payment of same or any obligation to pay the same.  Section 2.10. ADDITIONAL RENT.
Except as herein otherwise provided, Tenant shall also pay without notice
except as may be required in this Lease, and without abatement, deduction or
setoff, as additional rent (Additional Rent), all sums, Impositions (as
defined in Article III hereof), costs, expenses and other payments which
Tenant assumes or agrees to pay hereunder, and, in the event of any non-payment
thereof, Landlord shall have all the rights and remedies provided for herein or
by law.  Section 2.11. ABSOLUTE RIGHT TO RENT.
Rent due hereunder shall be paid to Landlord without notice or demand and
without abatement, deduction or set-off, except as herein otherwise
specifically provided.  Section 2.12. ABSOLUTE MINIMUM RENT.
Notwithstanding anything to the contrary contained herein, the Minimum Net Rent
shall never be less than $2,000,000.00 per year (subject to sums credited under
Section 2.03, 2.04 and 2.13 hereof as rent received) and the amount of
Additional Rent due hereunder shall always reflect the expenses incurred or
made upon which Additional Rent is due.  Section 2.13. GRANT AND CREDIT
AGAINST RENT. As additional consideration to Landlord for Landlords
entering into this Lease and the Development Agreement, Tenant shall make a
grant to Landlord in the amount of TEN MILLION DOLLARS ($10,000,000.00),
payable in all events as follows: ONE MILLION AND NO/100 DOLLARS
($1,000,000.00) on the Opening Date, and a like sum of ONE MILLION AND NO/100
DOLLARS ($1,000,000.00) on the anniversary of the Opening Date in each of the
next nine (9) consecutive years after the year in which the Opening Date
occurs. This grant, in the aggregate, shall be known as the Riverfront Park
Grant. Said Riverfront Park Grant, along with Minimum Net Rent payable during
the initial ten (10) year term hereof, shall be utilized, interalia,
for completion of the work described in Exhibit I of the Development
Agreement (or for bond financing payments due with respect thereto), and for
the purposes set out in Exhibit D
attached hereto.  Section 2.14. Bond Issue. Tenant
acknowledges that Landlord intends to employ the Rents and Riverfront Park
Grant in part to cover debt service under and other costs of a tax exempt
revenue bond issue (the Bond Issuance) utilizing the Tenants credit and its
payment, obligations hereunder in order to fund the costs of the work described
in Exhibit I to the Development Agreement. Tenant  9


further
acknowledges that its obligations hereunder are not subordinate to any of its
most senior or other debts or obligations and that Landlord has not
subordinated this Lease and/or Tenants obligation hereunder to any other debt
or obligations of Tenant. Tenant also acknowledges that in order to complete
such work, it is necessary for Landlord to have net proceeds totalling in the
aggregate not less than $20,000,000.00, in addition to amounts sufficient to
fund interest reserves and to pay costs of issuance of the bonds, available to
it as a result of the sale of such bonds.  In addition, should said net proceeds be less
than $20,000,000.00, Tenant shall on Opening Date waive that portion of the
credit to be given Under Section 2.02 of this Lease which is equal to the
amount by which $20,000,000.00 exceeds the actual net proceeds of the Bond
Issuance (provided however, such waiver shall not exceed the sum of
$195,000.00).  As additional consideration for Landlord
entering into this Lease with Tenant, Tenant agrees, that, on the Commencement
Date, it shall pay Landlord in lieu of the anticipated cost of a forward
interest rate swap or other derivative or financing device selected by Landlord,
the sum of Three Hundred Fifty Thousand Dollars ($350,000.00).  ARTICLE III Payment of Taxes, Assessments, Etc.  Section 3.01. IMPOSITIONS. Tenant shall
pay or cause to be paid (except as in Section 3.03 hereof provided), before
any fine, penalty, interest or cost may be added thereto for the non-payment
thereof, all taxes, general and/or special assessments, water, fire line, steam
and sewer rents, fees, rates and charges, levies, license and permit fees and
all other governmental charges, general and special, ordinary and extraordinary,
foreseen or unforeseen, of any kind and nature whatsoever, which at any time on
or after the Commencement Date may be assessed, levied, confirmed, imposed upon,
and/or become due and payable during the balance, if any, of the original Term
or any renewal or extension thereof, out of or in respect of, or become a lien
on, the Demised Premises, or any part thereof or any appurtenance thereto
and/or Tenants riverboat gaming enterprise (all such taxes, assessments, water,
fire line, steam and sewer rents, fees, rates and charges, levies, license and
permit fees and other governmental charges being hereinafter referred to as Impositions,
and any of the same being hereinafter referred to as an Imposition); provided,
however, that  (a)   if, by law, any Imposition may, at the option of the taxpayer, be
paid in installments, Tenant may pay the same in equal installments over the
period of time allowed under the terms thereof, provided, however that Tenant
shall pay all such installments remaining unpaid at the expiration or earlier
termination of the Term of this Lease or any properly exercised renewal or
extension thereof; and  10


(b)   all Impositions for the calendar or tax years in which the
Commencement Date occurs and the Term or any renewal term ends shall be
apportioned so that Tenant shall pay only those portions thereof which
correspond with the portion of said calendar years as are within the Term
and/or anyrenewalor extension thereof and are payable by Tenant
hereunder.  Section 3.02. FURNISHED RECEIPTS.
Tenant, upon request of Landlord, shall furnish to Landlord or, if requested by
Landlord, to City and/or any mortgagee of Landlord, within thirty (30) days
after the date when any Imposition would become delinquent, official receipts
of payment issued by the appropriate taxing authority, or other evidence
satisfactory to Landlord, City and/or such mortgagee, evidencing the payment
thereof.  Section 3.03. SEEKING OF REDUCTION OF
IMPOSITIONS BY TENANT. Tenant shall be entitled to seek a reduction in the
valuation of the Demised Premises for tax purposes and to contest in good faith
by appropriate proceedings, at Tenants sole cost and expense, and at no cost
or expense to Landlord, the amount, rate, or validity in whole or in part of
any Imposition, and if permitted by law may defer payment thereof, so long as
no interest or penalty shall accrue thereon or with respect thereto or provided
that such interest or penalty is deposited with Landlord or such taxing
authority by Tenant to protect Landlords interest if Tenant does not prevail
in such proceeding.  Section 3.04. JOINING OF LANDLORD.
Landlord shall not be required to join in any proceedings to contest any
Imposition unless the provisions of any law, rule or regulation at the
time in effect shall require that such proceedings be brought by or in the name
of Landlord, in which event Landlord shall join in such proceedings or permit
the same to be brought in its name. Landlord shall not ultimately be subjected
to any liability for the payment of any costs or expenses in connection with
any such proceedings, and Tenant shall protect, defend, indemnify and hold
Landlord harmless from any such costs and expenses. Tenant shall be entitled to
any refund of any Imposition and penalties or interest thereon which are
recovered by Landlord and which have already been paid by Tenant, or which have
been paid by Landlord and previously reimbursed in full by Tenant.  Section 3.05. PRIMA FACIE EVIDENCE.
The certificate, advice, receipt or bill of the appropriate official designated
by law tomake or issue
the same or to receive payment of any Imposition orof non-payment of such Imposition shall be prima
facie evidencethat such
Imposition is due and unpaid or has been paid at the timeof the making or issuance of
such certificate, advice, receipt orbill.  Section 3.06. UTILITIES. During
the Term hereof, and any renewals thereof, Tenant shall be responsible for
obtaining, maintaining, supplying and paying for all utilities required for
operation of its business on and in connection with the Demised Premises and
shall make all payments for or with respect to the  11


same
on a timely basis. Such payments as and when due shall also be considered Impositions
hereunder.  ARTICLE
IV Surrender  Section 4.01. REMOVAL OF PERSONALTY
AND FIXTURES. TheRiverboat Gaming Facility, together with its
contents and including trade fixtures and personalty shall, until termination
of this Agreement, be the absolute property of the Tenant. Following the
termination of this Agreement, Tenant shall have a period of sixty days (60) in
which to remove all or part of the furniture, trade fixtures and business
equipment within the Riverboat Gaming Facility (Removal Period). Tenants
furniture, trade fixtures and business equipment shall include and be limited
to the following: (1) all gaming equipment including slot machines, table
games (Blackjack, Craps, Poker, Mini Baccarat), slot bases, slot systems (tracking,
data and communications), cards, chips, cups, etc.; (2) All gaming-related
furnishings, fixtures and equipment including tables, chairs and stools;
(3) unattached casino bar equipment and related items (e. g. mixers and
blenders), office furniture and portable panel systems and equipment other than
that located in general business offices; (4) All computers and equipment
other than that located in general business offices (5) All interior and
exterior signage (attached and freestanding); (6) All security and
surveillance and specialized audio visual equipment and systems related to
casino operation only and not to any portion of the Demised Premises as a
structure; (7) All (i) other special decorative elements and
(ii) advertising elements, related to or expressing the brand name of
Tenant or concerning Tenants corporate identity; (8) reader or other
message type boards whether installed on the interior or exterior and (9) special
decorative doors, windows or lighting fixtures but only if Tenant on such
removal replaces such items with items of comparable functional and decorative
quality. In addition, Tenant will reasonably repair any material damage to the
Riverboat Gaming Facility caused by Tenants exercise of its right to remove
Tenants Personalty and Fixtures. Provided, however, Tenant shall not have the
right to remove any: (i) wiring or other apparatus or devise (including
that for general building security systems) that is installed within the walls,
floors or ceilings of the Riverboat Gaming Facility on a permanent or
semi-permanent basis, or (ii) signage that is of a generic nature such as
that for exits and restrooms. All of the above is referred to herein as Tenants
Personalty and Fixtures. Following Removal Period and subject to Tenants
absolute right to remove Tenants Personalty and Fixtures, any furniture, trade
fixtures and business equipment remaining within the Riverboat Gaming Facility
following the Removal period shall become the property of Landlord and Tenant
shall transfer all title and interest in the Riverboat Gaming Facility and
remaining personalty, equipment and fixtures to Landlord.  Section 4.02. SURRENDER AND DELIVERY
OF DEMISED PREMISES. Except as is herein otherwise provided, Tenant shall
on the last day of the Term hereof, or any valid renewal or extension thereof,  12


or
upon the date of any earlier termination of this Lease, well and truly
surrender and deliver up the Demised Premises and the Easements to the
possession and use of Landlord without fraud or delay and in good order, condition
and repair, except for reasonable wear and tear after the last necessary repair,
replacement, restoration or renewal made by Tenant pursuant to its obligations,
or the obligations of any of its subtenants, franchisees, licensees or invitees
hereunder, and the transfer to Landlord of any reserve accounts with respect
thereto, free and clear of all lettings and occupancies other than subleases
then immediately terminable at the option of the Landlord or subleases to which
Landlord shall have specifically consented, and free and clear of all liens and
encumbrances other than those, if any, presently existing, or hereafter created
and specifically consented to in writing by Landlord, without any payment or
allowance whatever by Landlord for or on account of any improvements which may
then be on the Demised Premises.  Section 4.03. PERSONAL PROPERTY NOT
REMOVED. Any personal property of Tenant which shall remain in or on the
Demised Premises after the expiration of the Removal Period may, at the option
of Landlord, be deemed to have been abandoned by Tenant and either may be
retained by Landlord as its property or be disposed of, without accountability,
in such manner as Landlord may see fit, or if Landlord shall give written
notice to Tenant to such effect, such property shall be immediately removed by
Tenant at Tenants sole cost and expense. Upon entering into any agreement with
any subleasee, licensee, franchise or other operator which occupies or is
entitled to place any personal property on or in the Demised Premises, Tenant
shall advise Landlord of same (appropriately redacted by Tenant to protect
proprietary or confidential information) and furnish to Landlord a copy of the
agreement between Tenant and such party, so that Landlord may notify such third
party of Landlords right to any personal property remaining in or on the
Demised Premises after the end of the Renewal Period.  Section 4.04. LANDLORD NOT RESPONSIBLE.
Landlord shall not be responsible for any loss or damage occurring to any
personal property owned by Tenant or any sublessee, licensee or franchisee of
Tenant or any of their respective suppliers, customers or invitees.  Section 4.05. SURVIVAL. The
provisions of this Article IV shall survive any termination of this Lease.  ARTICLE V Insurance  Section 5.01. FULL REPLACEMENT COST
INSURANCE. Tenant, at its sole cost and expense and at no cost or expense
to Landlord, shall keep all of the improvements on the Demised Premises (now or
hereafter existing) or used in connection therewith including, without
limitation the Riverboat Gaming Facility, insured, during the Term and each
renewal and extension thereof, against any loss or damage by fire, flood, earthquake
and all other casualties and  13


perils,
and including, without limitation, all other perils as are included within what
is commonly known as all risk coverage for any improvements on the Demised
Premises, as the same shall from time to time be customary for premises
similarly situated in Kansas City, Jackson County, Missouri, with full
replacement cost insurance, in amounts sufficient to prevent City, Landlord or
Tenant from being or becoming a co-insurer within the terms of the policy or
policies in question and in no event less than the full replacement cost value
thereof, exclusive of the cost of foundations, excavations, and footings below
the lowest basement floor, and without any deduction being made for
depreciation. Such full replacement cost value shall be determined from time to
time, but not more frequently than once in any twelve (12) consecutive calendar
months, at the request of Landlord, by an appraiser, architect, ship builder
and/or contractor or one or more of same, as applicable, who shall be
acceptable to Landlord in its sole discretion. No omission on the part of
Landlord to request any such determination shall relieve Tenant of its
obligation hereunder.  Section 5.02. OTHER INSURANCE. Tenant,
at its sole cost and expense and at no cost or expense to Landlord, shall
maintain during the Term and all renewals thereof:  (a)   for the mutual benefit of City, Landlord and Tenant, general
commercial (comprehensive) public liability insurance, and specifically
including but not being limited to indemnity insurance against claims for
personal injury, bodily injury, death or property damage, occurring upon, in or
about or adjacent to the Demised Premises, and/or any adjacent public
improvements, garage, bridge, walkway or elevators, and on, in or about the
adjoining sidewalks, walkways and passageways, including, without limitation, insurance
protecting against claims for personal injury, bodily injury or claim, death or
property damage resulting directly or indirectly from ownership, use, occupancy
or maintenance thereof including any change, alteration, improvement or repair
thereof, to afford protection for at least $200,000,000.00 to any one
individual per occurrence combined single limit and $200,000,000.00 in the
aggregate; and  (b)   rental value insurance against loss of rental or other income to
be derived by Landlord from the operation of Tenants business in connection
with the Demised Premises due to the risks referred to in Section 5.01
hereof (including those embraced by all perils coverage) in an amount
sufficient to prevent Tenant from becoming a co-insurer within the terms of the
policy or policies in question, but in no event in an amount or amounts less
than the aggregate amount of the Minimum Net Rent and Percentage Rent, the
Additional Rent payable hereunder for a period of one (1) year; and Tenant
hereby assigns to Landlord the proceeds of such insurance so  14


that in the event the improvements on the Demised Premises shall be
destroyed or seriously damaged, such proceeds shall be held as security for the
payment of such sums due hereunder until the restoration of such improvements
and, as Tenant shall make payment of such sums to Landlord, Landlord shall, if
Tenant shall not then be in default under this Lease, pay out to Tenant from
said amount the sums which shall have been so paid by insurance proceeds. Tenant
may, at its election, carry such insurance as a coverage contained in a
business interruption insurance policy; and  (c)   such other insurance, and in such amounts, as may from time to
time be reasonably required by Landlord against other insurable hazards and
liabilities which at the time are customarily insured against in the case of
premises and/or business operations similarly situated in the State of Missouri,
due regard being or to be given to the type of improvements and the
construction, use andoccupancythereof, including but not
being limited to workers compensation and other comparable insurance; and  (d)   with respect to any construction or remodeling of improvements on
the Demised Premises, Tenant shall provide or shall require thateachcontractorperforming
such work shall carry and maintain, at no cost or expense to Landlord, with
customary deductibles:  (i)    commercial
(comprehensive) liability insurance, including (but not limited to) contractors
liability coverage, contractual liability coverage, completed operations
coverage, broad form property damage endorsement and contractors protective
liability coverage, to afford protection, with respect to personal injury, bodily
injury, death or property damage of not less than $1,000,000.00 per occurrence
combined single limit; and  (ii)   comprehensive
automobile liability insurance with limits for each occurrence of not less
than $1,000,000.00 combined single limit; and  (iii)  workers
compensation insurance or similar insurance in form and amounts required by law,
including employers liability in the amount of not less than $1,000,000.00
each occurrence, $1,000,000.00 by disease and $1,000,000.00 each person by
disease;  (iv)  Builders
risk insurance, insuring the Demised Premises and related property under
construction or remodeling of improvements thereon with limits previously
approved by Landlord; and  15


(v)   umbrella
and excess umbrella insurance with limits previously approved by Landlord.  (e)   The
amount of the coverages set out herein shall be subject to increase or decrease
at the time of each renewal of this Lease in accordance with Consumer Price
Index provisions of Section 19.01 below.  Section 5.03. TYPE OF POLICIES.  A.            All
insurance provided for in this Article shall be effected and continuously
maintained under valid and enforceable policies issued by insurers of
recognized responsibility licensed to do business in the State of Missouri, or
be a recognized insurance facility, in either case acceptable to Landlord, which
acceptance shall not be unreasonably withheld. Upon the execution of this Lease,
and thereafter not less than fifteen (15) days prior to the expiration dates of
the expiring policies theretofore furnished pursuant to this Article V, originals
or binders of the policies (or, in the case of general public liability
insurance, certificates of the insurers) bearing notations evidencing the
payment of premiums in full, or accompanied by other evidence satisfactory to
Landlord of such payment, shall be delivered by Tenant to Landlord.  B.            Nothing
in this Article V shall prevent Tenant from taking out insurance of the
kind and in the amounts provided for under this Article V under a blanket
insurance policy or policies covering properties in addition to the Demised
Premises, provided, however, that any such policy or policies of blanket insurance
(i) shall specify therein, or Tenant shall furnish Landlord with a written
statement from the insurers under such policy or policies specifying, the
amount of the total insurance allocated to the Demised Premises, which amounts
shall not be less than the amounts required by Sections 5.01 and 5.02 hereof
and (ii) with respect to property coverage, such amounts so specified
shall be sufficient to prevent any one of the insureds from becoming a
co-insurer within the terms of the applicable policy or policies, and provided
further, however, that any such policy or policies of blanket insurance, as to
the Demised Premises, shall otherwise comply as to endorsements and coverage
with the provisions of this Article.  Section 5.04. NAMED INSUREDS.  A.            All
policies of insurance provided for in this Article V shall name City, Landlord
and Tenant as the insured, as their respective interests may appear, and also
each fee and/or each leasehold mortgagee of the Demised Premises, when
requested, as the interest of any such mortgagee may appear, by standard
mortgagee clause, if obtainable, provided that any such mortgagee shall agree
that the proceeds of such insurance shall be applied in accordance with this
Lease. In case of any particular casualty resulting in damage or destruction
not exceeding $500,000.00 in the aggregate, the loss under such policies shall
be adjusted by Tenant and the insurance companies. In case of such damage or
destruction in  16


excess
of $500,000.00, the loss shall be adjusted with the insurance companies by
Tenant and Landlord. Notwithstanding the foregoing, Tenant shall adjust any
loss with respect to the Riverboat Gaming Facility unless an Event of Default
shall exist and be uncured on the date of any such loss, in which case any such
loss shall be adjusted by Landlord.  B.            All
such policies shall provide that the loss, if any, thereunder shall be adjusted
and paid as hereinabove provided. Each such policy shall contain a provision
that no involuntary act or omission of Tenant or anyone operating under rights
granted by it shall affect or limit the obligation of the issuing insurance
company to so pay the amount of any loss sustained.  Section 5.05. CANCELLATION NOTICE.
Each such policy or certificate therefor issued by the insurer shall contain an
agreement by the insurer that such policy shall not be canceled or amended
without at least thirty (30) days prior written notice to Landlord and wording
such that the insurer must notify Landlord of any such impending cancellation
or amendment.  ARTICLE VI Landlords Right to Perform Tenants
Covenants  Section 6.01. RIGHT TO MAKE PAYMENTS.
If Tenant shall at any time fail to pay any Imposition or utility cost or
charge in accordance with the provisions of Article III hereof, or to take
out, pay for, maintain or deliver any of the insurance policies or certificates
therefor as provided for in Article V hereof, or shall fail to make any
other payment or perform any other act on its part to be made or performed
under this Lease, then Landlord, after ten (10) days notice to Tenant (or
without notice in case of an emergency) and Tenants failure to cure the same
with the time period, if any, allowed for such cure, and without waiving or
releasing Tenant from any obligation of Tenant contained in this Lease or from
any default by Tenant hereunder and without waiving Landlords right to take
such action as may be permissible under this Lease as a result of such default,
may (but shall be under no obligation to):  (a)   pay any Imposition or other
charge payable by Tenant pursuant to the provisions of Article III hereof,
or  (b)   take out, pay for and
maintain any of the insurance policies provided for in Article V hereof, or  (c)   make any other payment or
perform any other act on Tenants part to be made or performed under this
Lease,  and
may enter upon the Demised Premises for any such purpose, and take all such
action thereon, as may be necessary therefor or in connection therewith.  Section 6.02. REPAYMENT BY TENANT. All
sums so paid by Landlord under this Article VI and or as a result of the
exercise  17


by
Landlord of any of its rights under this Article VI, and all costs and
expenses incurred by Landlord with respect thereto or in connection therewith, including,
without limitation, reasonable attorneys fees in connection with the
performance of any such act, together with interest thereon at the Interest
Rate from the date of such payment or incurrence by Landlord of such cost and
expense, shall constitute Additional Rent payable by Tenant under this Lease
and shall be paid by Tenant to Landlord on demand.  ARTICLE VII Repairs and Maintenance of the Demised
Premises  Section 7.01. REPAIRS. Throughout
the Term of this Lease and any renewal thereof, Tenant shall, at its sole cost
and expense and at no cost or expense to Landlord, take good care of the
Demised Premises and all improvements and additions thereon or thereto, including,
without limitation, all alleyways, walkways, passageways, sidewalks, curbs and
streets, parking facilities and bridges adjoining the same and shall keep the
same in good order and condition, except for reasonable wear and tear after the
last necessary repair, replacement, restoration or renewal made by Tenant
pursuant to its obligations hereunder, and shall make all necessary repairs
thereto, interior and exterior, structural and non-structural, ordinary and
extraordinary, and foreseen and unforeseen. All repairs, replacements, restorations
and renewals made by Tenant shall be at least equal in quality and class to the
original work with respect thereto.  Section 7.02. MAINTENANCE. Tenant
shall at its sole cost and expense, and at no cost or expense to Landlord, put,
keep and maintain all portions of the Demised Premises and the sidewalks, curbs,
streets, bridges, alleyways, walkways and passageways, bridges and parking
facilities adjoining the same in a clean and orderly condition, free of dirt, rubbish,
snow, ice and unlawful obstructions. Tenant shall also provide for structural
maintenance, repair and replacement of the portions of the Demised Premises
normally requiring same.  Section 7.03. NO SERVICES FURNISHED.
Landlord shall not be required to furnish to Tenant any utilities, facilities
or services of any kind whatsoever during the Term hereof or any renewal
thereof, such as, but not limited to, water, steam, heat, gas, telephone, cable
televisions, hot water, electricity, light, and/or power. Landlord shall in no
event be required to make any alterations, rebuildings, replacements, changes, additions,
improvements or repairs during the Term of this Lease or any renewal thereof.  ARTICLE VIII  General and Specific Compliance with Laws, Insurance, Development Agreement and Exhibits Thereto, Etc.  Section 8.01. GENERAL COMPLIANCE.
Throughout the Term of this Lease and any renewal thereof, Tenant, at its sole
cost and  18


expense
and at no cost or expense to Landlord, shall promptly comply with all present
and future laws, ordinances, orders, rules, regulations and requirements of all
federal, state and municipal governments, departments, commissions, boards and
officers, and all other body or bodies exercising similar functions, foreseen
or unforeseen, ordinary as well as extraordinary, which may be applicable to
the Demised Premises and the Easements or any portion thereof, and/or the
sidewalks, alleyways, walkways, passageways, curbs, streets, parking facilities
and bridges adjoining the same or to the use or manner of use of the Demised
Premises and the Easements or any portion thereof, or the owners or occupants
thereof, including but not limited to the operation of any Riverboat Gaming
Facility used in connection therewith and the operation of any riverboat gaming
enterprise in connection with the Demised Premises and the Easements, whether
or not such compliance is required by reason of any condition, event or
circumstance existing prior to or after the commencement of the Term or any renewal
thereof. Provided, however, that nothing in this Lease shall be construed to
invalidate the Frustration of Purpose provisions found in Section 5.7 of
the Development Agreement, which provisions are hereby incorporated herein by
reference.  Section 8.02. SPECIFIC COMPLIANCE.
Notwithstanding the foregoing or anything else contained in this Lease to the
contrary, and not intending to limit the same, Tenant agrees that after its
improvement and/or construction of improvements on the Demised Premises, or the
modification of same, Tenant shall do and/or comply with each and all of the
following:  Section 8.02.1 Building Laws. Such
improvements and their use by Tenant, its sublessees, franchisees, licensees
and its and/or their respective agents, employees, contractors or invitees, shall
comply fully with all environmental, air quality, zoning, flood plain, planning,
subdivision, building, health, labor, discrimination, fire, traffic, safety, wetlands,
shoreline and other governmental and regulatory rules, laws, ordinances, statutes,
codes and requirements applicable to the Demised Premises or any portion
thereof, including, without limitation, the Fair Housing Act of 1968 (as
amended) and the Americans with Disabilities Act of 1990 (collectively, the Building
Laws). Tenant shall obtain such final certificates as may be required or customary
and evidencing compliance with all building codes and permits, and approval of
full occupancy of such improvements (as improved) and of all installations
therein or improvements thereto. Tenant shall cause the Demised Premises to be
continuously in compliance with all Building Laws (as the same may be amended
or enacted from time to time). Tenant agrees to protect, defend, (with counsel
reasonably satisfactory to Landlord) indemnify and hold City and Landlord and
Landlords Commissioners, officers, employees, contractors and agents harmless
from and against all liability threatened against or suffered by them or either
of them by reason of a breach by Tenant of any of the foregoing representations
and warranties contained herein. The foregoing indemnity shall include the cost
of all alterations to the Demised Premises (including, without limitation, all
architectural,  19


engineering,
legal and accounting costs), all fines, fees and penalties, and all legal and
other expenses (including, without limitation, reasonable attorneys fees),
incurred in connection with the Demised Premises or any portion thereof, being
in violation of any Building Law and for the cost of collection of the sums due
under this indemnity.  Section 8.02.2 Toxic/Hazardous Substances;
Tenants Responsibilities. With respect to environmental liabilities and
risks, the following shall apply:  i.      Definitions.
Toxic or Hazardous Substances shall be interpreted broadly to include, but
not be limited to, any material or substance that is defined or classified
under federal, state or local laws as: (a) a hazardous substance
pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. $9601(14), or $311 of the
Federal Water Pollution Control Act, 33 U.S.C. $1321, as now or hereafter
amended; (b) a hazardous waste pursuant to §1004 or §3001 of the Resource Conservation
and Recovery Act, 42 U.S.C. §6921, as now or hereafter amended; (c) a toxic
pollutant under $307(1)(a) of the Federal Water Pollution Control Act, 33
U.S.C. §1317(1)(a), as now or hereafter amended; (d) a hazardous air
pollutant under §112 of the Clean Air Act, 42 U.S.C. §7412, as now or
hereafter amended; (e) a hazardous material under the Hazardous Material
Transportation Act, 49 U.S.C. §1802(2), as now or hereafter amended; (f) toxic
or hazardous pursuant to regulations promulgated now or hereafter under any of
the aforementioned laws; or (g) presenting a risk to human health or the
environment under other applicable federal, state or local laws, ordinances or
regulations, as now or as may be passed or promulgated in the future. Toxic or
Hazardous Substances shall also mean any substance that after release in the
environment and upon exposure, ingestion, inhalation or assimilation, either
directly from the environment or directly by ingestion through food chains,
will or may reasonably be anticipated to cause death, disease, behavior
abnormalities, cancer or genetic abnormalities. Toxic or Hazardous substance
specifically includes, but is not limited to, asbestos, polychlorinated
biphenyls (PCBs), petroleum and petroleum based derivatives, and urea
formaldehyde.  ii.     Use
Restrictions/Compliance with Applicable Laws. Tenant, its sublessees,
franchisees, licensees, and its and their respective agents, employees,
contractors and invitees, shall not use the Demised Premises in a manner that
violates any applicable federal, state or local law, regulation or ordinance,
including, but not limited to, any such law, regulation or ordinance pertaining
to air and water quality, the handling, transportation, storage, treatment,
usage or disposal of Toxic or Hazardous  20


Substances, air emissions, other environmental matters or any zoning
and/or other land use matters. Tenant shall not cause or permit the release or
disposal of any Toxic or Hazardous Substance on or from the Demised Premises.
Tenant shall obtain prior written approval from Landlord before causing or
permitting any Toxic or Hazardous Substance to be brought upon, kept or used in
or about the Demised Premises by Tenant, its sublessees, franchisees,
licensees, and/or its or their respective agents, employees, contractors or
invitees.  iii.    Representations and Warranties.
Tenant represents and warrants to Landlord that:  a.Tenant is
financially capable of performing and satisfying in full its obligations
pursuant to this Lease, including the provisions of this Article.  b.Tenant is not
in violation of, or subject to, any existing, pending or threatened
investigation by any governmental authority under any applicable federal, state
or local law, regulation or ordinance pertaining to air and water quality, the
handling, transportation, storage, treatment, usage or disposal of Toxic or
Hazardous Substances, air emissions, other environmental matters, or any zoning
or other land use matter.  c.Prior to the
signing of this Amended and Restated Lease Agreement, Tenant has made all
appropriate inquiry, into the previous ownership and uses of the Demised
premises within the meaning of the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, or any other environmental law
described or referred to herein. Based on the conclusions reached by its
environmental consultant after performing a site assessment and based on
Landlords representations and warranties herein, Tenant does not know and has
no reason to know or suspect that any Toxic or Hazardous Substance has been
disposed of or released on, in or at the Demised Premises.  d.Tenants
intended use of the Demised Premises will not result in the disposal or release
of any Toxic or Hazardous Substance on or to the Demised Premises or adjacent
river.  e.Tenant does not
and will not use any Toxic or Hazardous Substance on the Demised Premises or  21


adjacent river without the prior written approval of
Landlord.  f.Tenant will not
change its intended use of the Demised Premises or the nature of its said
operations in connection therewith without prior notice to, and written
approval of, Landlord.  iv.    Indemnities
and Financial Assurances. Tenant agrees to protect, indemnify, defend (with
counsel reasonably satisfactory to Landlord) and hold City and Landlord and all
of their respective commissioners, officers, employees, contractors and agents
harmless from any and all claims, judgments, damages, penalties, fines,
expenses, liabilities and losses arising during or after the Term of this Lease
or any renewals thereof, out of or in any way relating to the presence, release
or disposal of any Toxic or Hazardous Substance on or from all or any portion
of the Demised Premises or the Easements if such Toxic or Hazardous Substance
is proved to be first present after the Commencement Date solely as a result of
the actions of Tenant (or its employees, contractors or agents) or a third
party or to a breach of the environmental warranties made by Tenant in this
Lease. Such indemnity shall include, without limitation, all costs incurred in
connection with any Toxic or Hazardous Substance present on or under the
Demised Premises or adjacent river as a result of any discharge, dumping or
spilling (accidental or otherwise) on the Demised Premises or in the adjacent
river after the Commencement Date.  To the extent directly involved with an indemnifiable occurrence
described above, the indemnification provided by this Article shall also
specifically cover, without limitation, all costs incurred in connection with
any investigation of site conditions or any cleanup, remedial, removal and
restoration work required by any federal, state or local governmental agency or
political subdivision or other third party because of the presence or suspected
presence of any Toxic or Hazardous Substance in the soil, groundwater, or soil
vapor on or under the Demised Premises and/or adjacent river. Such costs may
include, but not be limited to, diminution in the value of the Demised
Premises, damages for the loss or restriction on use of rentable or useable
space or of any amenity of the Demised Premises, sums paid in settlements of
claims, attorneys fees, consultants fees, and expert fees. The foregoing
environmental indemnity shall survive the expiration or earlier termination of
this Lease and/or any transfer of all or any portion of the Demised Premises,
or of any interest in this Lease.  v.     Notification
Requirements. Tenant shall promptly notify Landlord in writing of all
spills or releases of any Toxic or Hazardous Substance, all failures to comply
with any federal, state, or local law, regulation or  22


ordinance, all inspections of the Demised Premises and/or adjacent
river by any regulatory entity concerning the same, all notices, orders, fines
and communications of any kind from any governmental entity or third party that
relate to the existence of or potential for environmental pollution of any kind
existing on or resulting from the use of the Demised Premises or any portion
thereof and/or adjacent river, or any activity conducted thereon, and all
responses or interim cleanup action taken by or proposed to be taken by Tenant
or any government entity or private party on the Demised Premises or any
portion thereof or adjacent river.  Upon request by Landlord,
Tenant shall provide Landlord with a written report (a) listing each Toxic
or Hazardous Substance that was/is used or stored on the Demised Premises; (b) discussing
all releases of any Toxic or Hazardous Substance that occurred or were
discovered on the Demised Premises and all compliance activities related to
such Toxic or Hazardous Substance or adjacent river, including all contacts
with and all requests from third parties for cleanup or compliance; (c) providing
copies of all permits, manifests, business plans, consent agreements or other
contracts relating to any Toxic or Hazardous Substance executed or requested
during the time period requested; and (d) including such other information
as may be reasonably requested by Landlord. The report shall include copies of
all documents and correspondence related to such activities and written reports
of verbal contacts.  vi.            Inspection
Rights. Landlord, its officers, employees, contractors and agents shall
have the right, but not the duty, to inspect the Demised Premises and Tenants
relevant environmental and land use documents upon reasonable notice to Tenant and
to perform such tests on the Demised Premises and/or adjacent river as are
reasonably necessary to determine whether Tenant is complying with the terms of
this Lease. Tenant shall be responsible for paying for any testing that is
conducted if it is determined that Tenant is not in compliance with this Lease
due to Tenants or any of its sublessees, franchisees or licensees
operations or use of the Demised Premises and/or adjacent river.  Section 8.02.3.               Toxic/Hazardous Substances; Landlord Responsibilities.  i.              Representations
and Warranties. Landlord hereby represents and warrants to Tenant that to
the best of its knowledge and based on The Phase II Environmental Report dated November 23,
1994 by Woodward-Clyde Consultants and prepared on behalf of Tenant,:  23


(a)No Toxic or
Hazardous substance is present on, in, under or migrating onto or from the
Demised Premises;  (b)There has been
no release or discharge, or threat of release or discharge, of any Toxic or
Hazardous Substance on, in, under or migrating onto or from the Demised
Premises;  (c)The Demised
Premises and any previous or current uses and operations concerning the Demised
Premises are not in violation of any applicable federal, state or local
statute, ordinance, law, regulation, consent decree, administrative order,
guidance document, remediation directive, or common law relating to the public
health and safety and protection of the environment (hereinafter Environmental
Law);  (d)Landlord has no
actual or constructive knowledge of any notice of any governmental entity or
third party claiming that the Demised Premises or any uses of and operations on
or of the Demised Premises have resulted in any violation of any Environmental
Law;  (e)No litigation
is pending or proposed, threatened, or anticipated with respect to any Toxic or
Hazardous Substance at the Demised Premises or any proposed use thereon or
thereto; and  (f)No underground
storage tank containing petroleum or any other Toxic or Hazardous substance is
or was located on or under the Demised Premises at any time.  ii.             Indemnities and
Financial Assurances. Landlord agrees to protect, indemnify, defend (with
counsel reasonably satisfactory to Tenant), and hold Tenant and all of its
officers, employees, contractors and agents harmless from any and all claims,
judgments, damages, penalties, fines, expenses, liabilities and losses arising
during or after the Term of this Lease or any renewals thereof, out of or in
any way relating to (1) the presence, release or disposal of any Toxic or
Hazardous Substance on or from all or any portion of the Demised Premises or
the Easements, unless such Toxic or Hazardous Substance is proved to be first
present after the Commencement Date solely as a result of the actions of Tenant
(or its officers, employees, contractors or agents) or a third party; or (2) the
breach of the environmental warranties made by Landlord in this Lease; or (3) the
underground abandoned oil pipeline identified by Woodward-Clyde Consultants in
that certain Phase II Environmental Report dated November 23, 1994, and
prepared by Woodward-Clyde on behalf of Tenant, and any related Toxic or
Hazardous Substances. To the extent directly  24


involved within an indemnifiable occurrence
described above, the indemnification provided by this Article shall also
specifically cover, without limitation, all costs incurred in connection with
any investigation of site conditions or any cleanup, remedial, removal or
restoration work required by any federal, state or local governmental agency or
political subdivision or other third party because of the presence or suspected
presence of any Toxic or Hazardous Substance in the soil, groundwater, or soil
vapor or under the Demised Premises, the Easements and/or adjacent river. Such
costs may include, but not be limited to, diminution in the value of the
Demised Premises and the Easements, damages for the loss or restriction on use
of rentable or useable space or of any amenity of the Demised Premises and the
Easements, sums paid in settlement of claims, attorneys fees, consultants
fees and expert fees. The foregoing environmental indemnity shall survive the
expiration or earlier termination of this Lease and/or any transfer of all or
any portion of the Demised Premises, the Easements, or of any interest in this
Lease.  Section 8.03.          COMPLIANCE
WITH INSURANCE. Tenant shall likewise observe and comply with the
requirements of all insurance policies of public liability, property and all
other policies of insurance required to be supplied by Tenant and at any time
in force with respect to the Demised Premises or the Easements, whether or not
such observance or compliance is required by reason of any condition, event or
circumstance existing prior to or after the Commencement Date, and Tenant
shall, upon learning of the existence of any violation or any attempted
violation of any of the provisions of this Article of this Lease by any
other person or entity, take steps, immediately upon knowledge of such
violation or attempted violation, to remedy or prevent the same as the case may
be.  Section 8.04.          COMPLIANCE
WITH DEVELOPMENT AGREEMENT. Tenant shall strictly observe and fully comply
with all of the requirements, terms and conditions of the Development Agreement
and all Exhibits thereto.  Section 8.05.          CONTEST
OF LAWS. Tenant shall have the right, after prior written notice to
Landlord, to contest by appropriate administrative and/or legal proceedings,
diligently conducted in good faith, in the name of Tenant or Landlord or both,
without cost or expense to Landlord and/or the City, the validity or
application of any law, ordinance, order, rule, regulation or requirement of
the nature referred to herein, subject to the following:  a.if by the terms of any such law,
ordinance, order, rule, regulation or requirement, compliance therewith pending
the prosecution of any such proceeding may legally be delayed without the
incurrence of any lien, charge or liability of any kind against the Demised
Premises, the Easements, or any part thereof or operation of theRiverboat
Gaming Facility, and without subjecting Tenant or Landlord and/or the City to
any liability, civil or  25


criminal, for failure so to comply therewith, Tenant may delay
compliance therewith until the final determination of such proceeding; or  b.if any lien,
charge or civil liability would be incurred by reason of any such delay, Tenant
nevertheless may contest as aforesaid and delay as aforesaid, provided that
such delay would not subject Landlord and/or the City to criminal liability or
fine, and Tenant (i) furnishes to Landlord security, reasonably
satisfactory to Landlord, against any loss or injury by reason of such contest
or delay, and (ii) prosecutes the contest with due diligence.  Landlord,
without cost to it, shall, subject to the foregoing, execute and deliver any
appropriate documents and instruments which may be reasonably requested by
Tenant in order to permit Tenant to so contest the validity or application of
any such law, ordinance, order, rule, regulation or requirement.  ARTICLE IX Improvements, Etc.  Section 9.01.     IMPROVEMENTS. Tenant shall construct the Site
Improvements as that term is defined in the Development Agreement. All
construction, improvement or renovation of or to the improvements by Tenant
pursuant to this Lease shall be done in strict and full compliance with all
provisions hereof and of the Development Agreement, shall be commenced within
sixty (60) days after the execution of the Contingencies Waiver Addendum,
subject to the provisions in the Development Agreement made for Unavoidable
Delays as that term is defined in Section 5.4 of the Development
Agreement, and shall be completed in accordance with Critical Path timing
requirements of the Development Agreement.  Section 9.02.     TITLE TO TENANTS PERSONALTY AND FIXTURES. Title to
Tenants Personalty and Fixtures shall at all times during the Term of this
Lease be that of the Tenant. Title to all other Site Improvements including the
Riverboat Gaming Facility, any equipment and/or appurtenances thereto and all
changes, additions and alterations therein and all renewals and replacements
thereof when made, erected, constructed, installed or placed upon the Demised
Premises or the Easements by Tenant shall be the property of the Landlord.  Section 9.03.     DESTRUCTION/DAMAGE. If any of the improvements as erected
and constructed on the Demised Premises hereunder or under the Development
Agreement shall be substantially damaged by fire or other casualty or as a
result of a taking mentioned herein, the provisions hereof shall govern.  Section 9.04.     CHANGES AND ALTERATIONS. Tenant shall erect new buildings
or improvements on the Demised Premises, the Easements, and/or make changes or
additions to existing improvements thereon only subject to, and in compliance
with, the  26


provisions hereof and the relevant provisions of the Development Agreement.
Before beginning any such improvement and/or construction, Tenant shall submit
to Landlord a copy of the plans and specifications for same, and any amendments
thereto, together with an estimate which shall show in reasonable detail,
allocated among the various trades, the approximate cost of same. Such plans
and specifications shall comply with all relevant legal requirements, the
provisions hereof, and of the relevant provisions of the Development Agreement.  Section 9.05.     PERFORMANCE BOND. Before beginning the addition or change
to any improvements which may at any time be on, adjacent to, or a part of the
Demised Premises, or the construction of any new building or other improvement
with respect thereto, Tenant will comply with all performance bond requirements
of City and/or other governmental authorities having jurisdiction with respect
thereto.  Section 9.06.     INSURANCE ENDORSEMENTS. Before making any such change or
alteration or before beginning the letting of any contracts relating to the
construction of any new improvement on the Demised Premises, Tenant shall
supply Landlord with such endorsements to the existing insurance policies by
Tenant as shall be necessary to cover the contemplated work.  Section 9.07.     ADDITIONAL IMPROVEMENTS. If, after satisfactory
completion of all work to be done by it hereunder and under the Development
Agreement, Tenant desires to alter, enlarge or structurally change any
improvements then on the Demised Premises, Tenant may do so provided that
Landlord has first approved in writing Tenants written plans and
specifications for same, which approval shall not be unreasonably withheld by
Landlord if Tenant performs the same subject to the provisions of this Lease
and in particular this Article IX, as if such additional work were called
for under the Development Agreement.  Section 9.08.     COMPLIANCE WITH LAWS. All improvements and/or additions
made and/or erected hereunder shall be designed, constructed and completed in
compliance with all requirements of law and with all ordinances, regulations
and orders of any and all Federal, State, County and Municipal and other public
authorities relating thereto. On completion of same, Tenant will procure a
final Certificate of Occupancy and deliver to Landlord the original or a copy thereof.  Section 9.09.     SURRENDER OF IMPROVEMENTS. Any and all buildings,
structures, alterations, additions and improvements upon the Demised Premises
and the Easements, at the expiration or sooner termination of this Lease, shall
then become the property of Landlord and shall be surrendered in accordance
with the provisions hereof.  27


ARTICLE X Discharge of Liens  Section 10.01.   NO LIENS. Tenant shall not create or permit to be created
or to remain, and shall discharge, any and all mechanics, laborers or
materialmans liens and any and all conditional sale, title retention
agreements, chattel mortgages or security interests, which might be or become a
lien, encumbrance or charge upon or claim against the Demised Premises and the
Easements or any part thereof and having any priority or preference over or
ranking on a parity with the estate, rights and interest of Landlord in the
Demised Premises or any part thereof.  Section 10.02.   DEFENSE OF LIEN CLAIM. If any mechanics, laborers,
architects, engineers, materialmans or nurserymans lien shall at any time
be filed against the Demised Premises and the Easements or any part thereof,
Tenant, within ten (10) days after notice of the filing thereof, shall cause
the same to be discharged of record by payment, deposit, bond, order of a court
of competent jurisdiction, or otherwise. If Tenant shall fail to cause such
lien to be so discharged within the period aforesaid, then, in addition to any
other right or remedy hereunder, Landlord, after ten (10) days notice to
Tenant, 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 or by bonding proceedings, and in any such event Landlord shall be
entitled, if Landlord so elects, to compel the prosecution of an action for the
foreclosure of such lien by the lienor and to pay the amount of the judgment in
favor of the lienor with interest, costs and allowances. Any amount so paid by
Landlord and all costs and expenses incurred by Landlord in connection
therewith, together with interest thereon at the Interest Rate (as defined
herein) per annum from the respective dates of Landlords making of the payment
or incurring of the cost and expense shall constitute Additional Rent payable
by Tenant under this Lease and shall be paid by Tenant to Landlord on demand.  Section 10.03.   NO CONSENT. Nothing in this Lease contained shall be deemed
or construed in any way as constituting the consent or request of Landlord,
express or implied, by inference or otherwise, to any contractor,
subcontractor, laborer, supplier or materialman for the performance of any
labor or the furnishing of any materials for any specific improvement, alteration
to or repair of the Demised Premises, the Easements, or any part of either of
same.  ARTICLE XI No Waste  Tenant shall not do or suffer any material waste or damage,
disfigurement or injury to the Demised Premises or any part thereof.  28


ARTICLE XII Use of Property  Section 12.01. PROPER USE. Tenant shall not use or allow
the Demised Premises, the Easements, or any improvements thereon or any
appurtenances thereto, for any unlawful purpose or in violation of any
certificate of occupancy or license covering or affecting the use of the
Demised Premises or the Easements or which may, by law,. constitute a nuisance,
public or private, or which may make void or voidable any insurance then in
force with respect thereto.  Section 12.02. PROHIBITED USE. Tenant shall not suffer or
permit the Demised Premises or any portion thereof to be used by the public as
such, without restriction or in such manner as might reasonably tend to impair
Landlords or Citys title to the Demised Premises and the Easements or any
portion thereof, or in such manner as might reasonably make possible a claim or
claims of adverse usage, adverse possession or prescription by the public, as
such, or of implied dedication, of the Demised Premises and the Easements or
any portion thereof. Tenant hereby acknowledges that Landlord does not hereby
consent, expressly or by implication, to the unrestricted use or possession of
the whole or any portion of the Demised Premises by the public, as such.  ARTICLE XIII Entry on Demised Premises by Landlord  Section 13.01. RIGHT TO ENTER. Tenant shall permit Landlord
and its authorized representatives to enter the Demised Premises at all
reasonable times for the purpose of (a) inspecting the same, and (b) making
any necessary repairs by reason of Tenants failure to make any such repairs or
perform any such work or to commence the same within ten (10) days after
written notice from Landlord (or without notice in case of emergency). Nothing
herein shall imply any duty upon the part of Landlord to do any such work, and
performance thereof by Landlord shall not constitute a waiver of Tenants
default in failing to perform the same.  Section 13.02. STORAGE. During the progress of any work in,
on, or to the Demised Premises and the Easements performed by Landlord pursuant
to any of the provisions hereof, Landlord may keep and store therein all
necessary materials, tools, supplies and equipment. Landlord shall not be
liable for inconvenience, annoyance, disturbance, loss of business or other
damage of Tenant by reason of making such repairs or the performance of any
such work, or on account of bringing materials, tools, supplies and equipment
into the Demised Premises during the course thereof and the obligations of
Tenant under this Lease shall not be affected thereby.  ARTICLE XIV Indemnification of and by Landlord and Tenant  Effective upon the date hereof, Tenant shall fully indemnify and save
harmless Landlord and City and their respective elected  29


and/or
appointed officials, agents, servants, employees, officers and directors, from
and against any and all liabilities, obligations, damages, penalties, claims,
costs, charges and expenses, and any and all suits and proceedings in
connection therewith, even if any such suit, claim or proceeding is false,
groundless or fraudulent, including, without limitation, reasonable architects,
engineers, accountants, expert witnesses and attorneys fees, which may be
imposed upon or incurred by or asserted against Landlord and/or City, their
said elected and/or appointed officials, agents, servants, officers, directors
and employees by reason of or arising in whole or in part from any of the
following or other actual or alleged matters, occurrences, events,
transactions, acts and omissions during the Term of this Lease or any renewal
or extension thereof or for so long as Tenant shall be in possession of the
Demised Premises or any part thereof:  a.any work or thing done or permitted to be
done in, on or about the Demised Premises and the Easements or any part thereof
by Tenant, its sublessees, franchisees, licensees and any of their respective
officers, directors, agents, contractors, employees, and invitees;  b.any use, non-use, possession, occupation, condition,
operation, maintenance or management of the Demised Premises and the Easements
or any part thereof or any alley, sidewalk, curb, street, bridge, walkway,
garage, passageway or space adjacent thereto or any riverboat gaming enterprise
associated therewith for which Tenant is responsible hereunder;  c.any negligent or intentional act or omission
on the part of Tenant or any of its agents, contractors, servants, employees,
subtenants, licensees or invitees;  d.any accident, injury or damage to any person
or property occurring in, on or about or arising from the Demised Premises and
the Easements or any part thereof, or any alley, sidewalk, curb, street,
bridge, walkway, passageway or space adjacent thereto;  e.any failure on the part of Tenant to perform
or comply with any of the covenants, agreements, terms, provisions, conditions
or limitations contained in this Lease and/or the Development Agreement, to be
performed or complied with by it; and/or  f.any obligation of the Tenant or Tenants
contractors and/or their subcontractors under workers compensation laws or the
laws of the federal government or any states government as to any employee
benefits or any employment related problems under ERISA or any other statutory
liabilities, be they state, local or federal.  Notwithstanding
the foregoing, Tenant shall not be obligated hereunder with respect to the
liability or responsibility for any  30


pre-existing
environmental conditions described in Section 8.02.3 hereof.  In case any action or proceeding is brought against Landlord or City by
reason of any such claim, Tenant, upon written notice from Landlord or City,
shall at Tenants sole cost and expense resist and defend such action or
proceeding by counsel approved by Landlord in writing, which approval Landlord
agrees not to unreasonably withhold.  Landlord shall fully indemnify and save harmless Tenant and its agents,
servants, employees, officers and directors, with respect to any failure on the
part of Landlord to perform or comply with any of the covenants, agreements,
terms, provisions, conditions, or limitations contained in this Lease and/or
the Development Agreement, to be performed or complied with by Landlord and any
and all liabilities, obligations, damages, penalties, claims, costs, charges
and expenses, and any and all suits and proceedings in connection therewith,
even if any such suit, claim or proceeding is false, groundless or fraudulent,
including, without limitation, reasonable architects, engineers, accountants,
expert witnesses and attorneys fees, which may be imposed upon or incurred by
or asserted against Tenant, its said agents, servants, officers, directors and
employees by reason of or arising in whole or in part from any such actual or
alleged matters, occurrences, events, transactions, acts and omissions during
the Term of this Lease or any renewal or extension thereof or for so long as
Tenant shall be in possession of the Demised Premises or any part thereof. In
case any action or proceeding is brought against Tenant by reason of any such
claim, Landlord, upon written notice from Tenant, shall at Landlords sole cost
and expense resist and defend such action or proceeding by counsel approved by
Tenant in writing, which approval Tenant agrees not to unreasonably withhold.  Neither Landlord nor the City shall be responsible or liable to Tenant,
or to those claiming by, through, or under Tenant, nor shall Landlord or the
City be required to protect, defend, indemnify or hold Tenant or any of such
persons or entities harmless from and against any loss or damage which may be
occasioned by or through Tenant or others (including Tenants business
invitees), as a result of the occupancy or use of the Demised Premises and the
Easements or any damage or injury of any nature whatsoever, including, without
limitation, any loss or damage which arises from any defect in or failure of or
danger in connection with the Demised Premises and the Easements or any
improvement thereon or adjacent thereto, or any utility or other service
furnished in connection therewith all except as described in Section 8.02.3
hereof. Other than as described in Section 8.02.3 hereof, Tenant shall use
and occupy the Demised Premises and the Easements, and all parts thereof and
make same available to its business invitees and others at Tenants sole risk
and at no risk or liability to Landlord or the City.  31


ARTICLE XV Damage or Destruction  Section 15.01. REPAIR/RESTORATION BY TENANT. In case of
damage to or destruction of any improvements now or hereafter existing on the
Demised Premises and the Easements, including the Site Improvements as defined
herein), Tenant shall be obligated to repair and/or restore the same. If Tenant
shall, as soon as is practical after any such damage or destruction considering
the extent of the damage, commence repair and/or construction of a new building
and/or other improvements, as applicable, the proceeds of any insurance payable
by reason of such damage or destruction shall be paid to Tenant. If Tenant
shall fail to so commence such repair/construction and diligently pursue
completion within such period of time, such proceeds of insurance shall be the
property of and shall be paid to Landlord, except for proceeds payable with
respect to Tenants Personalty and Fixtures. Notwithstanding the foregoing,
Landlord shall have all rights to direct use of payments made under insurance
provided under Section 5.02(b) hereof.  Section 15.02. NOTICE. In case of damage to or destruction
of any improvements on the Demised Premises and the Easements or any part
thereof, by fire or otherwise, Tenant shall promptly give written notice
thereof to Landlord, and Tenant shall, at Tenants sole cost and expense, and
whether or not the insurance proceeds, if any, shall be sufficient for such
purpose, restore, repair, replace, rebuild or alter the same as nearly as
possible to its value immediately prior to such damage or destruction, with
such changes or alterations as may be made from time to time at Tenants
election, all in conformity with and subject to the applicable terms and
conditions hereof and of the Development Agreement.  Section 15.03. NO RIGHT TO TERMINATE/SURRENDER. No
destruction of or damage to the improvements on the Demised Premises and the
Easements or any part thereof, by fire or any other casualty, shall permit
Tenant to surrender this Lease or shall relieve Tenant from its liability to
pay the full Minimum Net Rent, Percentage Rent, Additional Rent, the Riverfront
Park Grant and other charges payable under this Lease or from any of its other
obligations under this Lease or under the Development Agreement, and Tenant
waives all rights now or hereafter conferred upon it by statute or otherwise to
quit or surrender this Lease or the Demised Premises or any part thereof or to
cease its operations hereunder or to any suspension, diminution, abatement or
reduction of Rent on account of any such destruction or damage.  ARTICLE XVI Condemnation  Section 16.01. TAKING. In the event that the Demised
Premises or the Easements, or any part thereof, shall be taken in condemnation
proceedings or by exercise of any right of eminent domain or by agreement
between Landlord and Tenant (any such matters being hereinafter referred to as
a taking), Landlord and Tenant shall have the right to participate in any
such condemnation  32


proceedings
or agreement for the purpose of protecting their interests hereunder. Each
party so participating shall pay its own expenses therein.  Section 16.02. SUBSTANTIAL/COMPLETE TAKING. If at any time
during the term of this Lease or any renewal or extension thereof there shall
be a taking of the whole or substantially all of the Demised Premises, this
Lease shall terminate and expire on the date of such taking and the Rent
payable hereunder shall be equitably apportioned and paid to the date of such
taking and Tenant shall have no further liability to Landlord under this Lease.
For the purpose of this Article, substantially all of the Demised Premises
shall be deemed to have been taken if (i) the untaken part of the Demised
Premises and/or the Easements shall be insufficient for the economic and
feasible continued operation of the riverboat gambling enterprise in connection
therewith, or (ii) if the taken part of the Demised Premises and/or
Easements includes the Riverboat Gaming Facility.  Section 16.03. TERMINATION FROM TAKING. If this Lease shall
have terminated as a result of such taking:  As to all of any award (regardless of basis for the making of same),
Tenant shall be entitled to that portion of the award which is equivalent to a
fraction in which the numerator is equal to the number of years remaining in
the initial Term (and any potential renewal term) and the denominator is fifty
(50) years (Tenants Award) and Landlord shall be entitled to the remainder
of such award, provided however that in no event shall Landlords share of such
award be less than that amount of money required to retire all then outstanding
bonds secured by Landlords interest in this Lease on the earliest redemption
date to occur after termination of this Lease. Provided further such minimum
Landlords share shall not exceed the total principal interest and redemption
premium, if any, that would have been due and owing as of the next redemption
date under the first occurring Bond Issuance contemplated and described in Section 2.14
of this Lease.  Section 16.04. PARTIAL TAKING. If this Lease shall not have
been terminated as above provided and shall continue after the taking, then in
such event all of the Award (regardless of the basis for the making of same)
shall be distributed as follows:  a.Tenant shall be tendered that portion of the
award received for all purposes (including land acquisition) of replacing,
improving or making usable any improvement on or adjacent to the Demised
Premises that needs replacement or alteration or improvement as a result of the
taking; and  b.The remainder of the Award shall be divided
between Landlord and Tenant as set forth in Section 16.03 above, except
that the provisions therein for Landlords minimum share respecting outstanding
bonds shall not apply.  33


Notwithstanding
the foregoing, in the event of exercise of power of eminent domain by the
Missouri Highway and Transportation Department (MHTD) or a successor thereof,
of all or part of Parking Parcel A as that term is defined in that certain
Cooperative Agreement between the City, Landlord and Tenant dated July 31,
1995, Tenant and Landlord shall not be entitled to damages for such taking and
in such event the parties shall modify this Lease as therein provided.  Section 16.05. EASEMENT TYPE TAKING. In the event of the
taking of an easement or any other taking which shall be of an interest or
estate in the land less than a fee simple, as a result of which the Demised
Premises shall be insufficient for the economic and feasible continued
operation of its business thereon by Tenant, this Lease shall terminate and
expire with the same force and effect as in the case of a taking pursuant to Section 16.03
hereof. Otherwise, such taking shall be deemed a taking insufficient to
terminate this Lease, and the division of the award shall be governed by Section 16.04
in so far as that Section shall be applicable; provided, however, that if
there shall be any payment or award predicated on a change in the grade of a
street or avenue on which the Demised Premises abut, Tenant shall be entitled,
after making such change in restoration as may be necessary and appropriate by
reason of such change of grade, to reimbursement for the expense thereof to the
extent of the net amount of any payment or award, after deduction of costs of collection,
including, without limitation, attorneys fees and expenses, which may be
awarded for such change of grade. Any part of an award for change of grade
which shall remain unexpended after such restoration shall be the property of
Landlord. If any award shall include change of grade and any other item or
element of damage, that part thereof shall be applied in accordance with this Section 16.05
which shall be specifically attributed to change of grade by the condemnation
award or, if not so attributed, shall be determined by agreement between the
parties.  ARTICLE XVII Assignments, Mortgages and Subleases of
Tenants Interest  Except as specifically provided herein and in the Development
Agreement, Tenant, and its permitted successors and assigns, shall have the
right to assign, sublet, mortgage, encumber or otherwise affect this Lease or
any interest therein, with the prior written consent of Landlord, which consent
shall not be unreasonably withheld. Landlords withholding of such consent
snail be deemed reasonable hereunder unless Tenant and its proposed assignee
comply with requirements substantially similar to those set forth in Section
18.04 B viii, (b) and (c) herein.  With the prior written consent of Landlord, not to be unreasonably
withheld or delayed, Tenant shall have the right to enter into sublease,
license, franchise and concessionaire agreements with persons or entities to
operate various types of ancillary and/or supporting business enterprises to
Tenants gaming  34


business
enterprise at the Demised Premises including, without limitation, those for the
serving of food and beverages.  No assignment or sublease, even if so consented to, shall be effective
unless and until Landlord shall have received an executed counterpart of such
assignment or sublease, in recordable form, under which the assignee shall have
assumed all obligations of Tenant under this Lease and shall have specifically
agreed to perform and observe the covenants and conditions in this Lease
contained on Tenants part to be performed and observed.  Notwithstanding the foregoing, Landlord acknowledges that Tenant is
obligated under provisions of the Development Agreement to cause its riverboat
gaming enterprise to be conducted by an enterprise which is ninety percent
(90%) owned by Tenant and ten percent (10%) owned by minority interests. To the
extent necessary to enable such joint venture to so operate, Tenant may assign
its interest hereunder (but specifically without relieving it of any obligation
or liability hereunder), provided, however, that such enterprise is formed
pursuant to the minority ownership requirements of the Development Agreement
and/or any Exhibit thereto and that on the Opening Date and for a period
equal to the lesser of (i) five (5) years after the date hereof, or (ii) three
(3) years after the Opening Date, and such enterprise shall in fact be ten
percent (10%) minority owned. Tenant further agrees that said ten percent (10%)
minority interest shall be such that such minority interest in the aggregate
shall enjoy, receive and benefit from its aggregate ten percent (10%) ownership
interest in the riverboat gaming enterprise herein provided for.  Landlord shall have the right to, or to allow City to, convey, assign,
pledge, encumber or mortgage any part of its respective interest in the Demised
Premises and/or this Lease, specifically including but not being limited to any
assignment by Landlord to a third party bond trustee, as security for bonds
issued by Landlord and secured by this Lease so long as any such transfer is
not to any person or party in direct competition with Tenant, and, in the event
of a pledge, encumbrance or mortgage, such mortgagee(s) and Tenant enter
into a Non-Disturbance and Attornment Agreement in standard form reasonably
satisfactory to Tenant. Tenant may pledge, encumber or mortgage its leasehold
estate or any part thereof so long as any such transfer is subordinate to the
Citys and to Landlords (or its mortgagees) estates and provided further that
Landlord and any such mortgagee(s) shall enter into a Non-Disturbance and
Attornment Agreement in standard form reasonably satisfactory to Landlord and
the City.  ARTICLE XVIII Default  Section 18.01. EVENT OF DEFAULT BY TENANT DEFINED. Any
one or more of the following events shall constitute an Event of Default by
Tenant hereunder:  35


a.The sale, assignment or other transfer of all
or any of Tenants interest in this Lease and/or the Demised Premises or any
portion thereof (other than as is permitted under Article XVII hereof)
voluntarily, or under attachment, execution or similar legal process, or if
Tenant is adjudicated as bankrupt or insolvent under any state bankruptcy or
insolvency law and such adjudication or order is not vacated within ninety (90)
days and Tenant is not otherwise in default hereunder.  b.The commencement of a case under any chapter
of the Federal Bankruptcy Code by or against Tenant or any operating entity of
Tenants riverboat gaming enterprise (Operator) in connection with the
Demised Premises or any portion thereof, or the filing of a voluntary or
involuntary petition thereunder proposing the adjudication of Tenant or
Operator as bankrupt or insolvent, or the reorganization of Tenant, or Operator
or an arrangement by Tenant or any such Operator with its creditors, unless the
petition filed or case commenced is withdrawn or dismissed within ninety (90)
days after the date of its filing and Tenant is not otherwise in default
hereunder.  c.The appointment of a receiver or trustee for
the business or property of Tenant or any such Operator, unless such
appointment shall be vacated within ninety (90) days of its entry.  d.The making by Tenant or any such Operator of
an assignment for the benefit of its creditors, or if in any other manner
Tenants interest in this Lease shall pass to another person, firm or entity by
operation of law except a merger or reorganization of Tenant in which Tenant
shall be the survivor and/or the same persons or entities in control of Tenant
shall remain in control of such merged or reorganized entity.  e.The failure of Tenant to pay any portion of
properly due Rent within five (5) days after the giving of notice thereof
by Landlord that the same is due hereunder. Tenants failure to pay Percentage
Rent greater than the Minimum Net Rent shall not be sufficient ground for
termination of this Lease by Landlord if such failure is the result of a bona
fide dispute as to the amount due and payable and Tenant promptly pays any
Percentage Rent underpayment with interest at the Interest Rate from the due
date until paid upon resolution of such dispute.  f.Material default by Tenant in the performance
or observance of any covenant or agreement of this Lease (other than a default
involving the payment of Rent), or any obligation of Tenant under the
Development Agreement or any Exhibit thereto, which default is not cured
within ten (10) days after the giving of notice thereof by  36


Landlord, unless such default is of such nature that it cannot
reasonably be cured within such ten (10) day period, in which case no
Event of Default shall occur so long as Tenant shall commence the curing of the
default within such ten (10) day period and shall thereafter diligently
prosecute the curing of same; provided, however, if Tenant shall default in the
performance of any such covenant or agreement of this Lease, the Development
Agreement or any Exhibit thereto two (2) or more times in any twelve
(12) month period, then notwithstanding that each of such defaults shall have
been cured by Tenant, any further default of such covenant or agreement within
such twelve (12) month period shall be deemed an Event of Default without the
ability for cure.  g.The vacation or abandonment of the Demised
Premises at any time after the Commencement Date by Tenant except a vacation or
abandonment permitted under Section 2.06 hereof.  h.The occurrence of any other event described
as constituting an Event of Default elsewhere in this Lease or the
Development Agreement or any Exhibit thereto and the continuation of such
an Event of Default after the expiration of any cure period provided herein or
therein.  Section 18.02. REMEDIES. Upon the occurrence of an Event of
Default and the continuation of any such Event of Default after the expiration
of any applicable cure period provided for herein, Landlord, without further
notice to Tenant in any instance (except as expressly provided for below), may
do any one or more of the following:  a.With or without judicial process, enter the
Demised Premises and take possession thereof without the necessity of legal
proceedings, and remove Tenant and all other persons and property from the Demised
Premises, and may store such property in a public warehouse or elsewhere at the
cost of and for the account of Tenant without resort to legal process and
without Landlord being deemed guilty of trespass or becoming liable for any
loss or damage occasioned thereby; and Landlord may, from time to time without
terminating this Lease, make such alterations and repairs as may be necessary
to relet the Demised Premises or any portion thereof, alone or together with
other premises, on behalf of Tenant and for such term or terms (which may be
greater or less than the period which otherwise would have constituted the
balance of the Term or any then validly exercised renewal thereof) and on such
terms and conditions (which may include concessions or free rent and alteration
of the Demised Premises) as Landlord, in its sole discretion, may determine,
but Landlord shall not be liable for, nor  37


shall Tenants obligations under this Lease be diminished by reason of,
any failure by Landlord to relet the Demised Premises or any failure by
Landlord to collect any rent due upon such reletting so long as Landlord has
reasonably attempted to mitigate damages as required in Section 18.10. No
such re-entry or the taking of possession of the Demised Premises or any
portion thereof by Landlord shall be construed as an election on its part to
terminate this Lease or to accept a surrender thereof unless a written notice
of such intention be given to Tenant. Notwithstanding any such reletting
without termination, Landlord may at any time thereafter elect to terminate
this Lease for such previous breach and receive, in addition to any other
damages to which it may be entitled, the Default/Termination Damages defined in
18.03 of this Lease and, in addition, the Liquidated Damages described in
18.03(ii) of this Lease; or  b.Perform, on behalf and at the expense of
Tenant, any obligation of Tenant under this Lease which Tenant has failed to
perform and of which Landlord shall have given Tenant notice, the cost of which
performance by Landlord, together with interest thereon at the Interest Rate
from the date of such expenditure, shall be deemed Additional Rent and shall be
payable by Tenant to Landlord upon demand. Notwithstanding the provisions of
this clause (b) and regardless of whether an Event of Default shall have
occurred, Landlord may exercise the remedy described in this clause (b) without
any notice to Tenant if Landlord, in its good faith judgment, believes it would
be materially injured by failure to take rapid action or if the unperformed
obligation of Tenant constitutes an emergency; or  c.Elect to terminate this Lease and the tenancy
created hereby by giving written notice of such election to Tenant, and reenter
the Demised Premises and the Easements, without the necessity of legal
proceedings, and remove Tenant and all other persons and property from the
Demised Premises and the Easements, and may store such property in a public
warehouse or elsewhere at the cost of and for the account of Tenant without
resort to legal process and without Landlord being deemed guilty of trespass or
becoming liable for any loss or damage occasioned thereby; or  d.Exercise any other legal or equitable right
or remedy which it may have.  e.Notwithstanding anything to the contrary
contained above or elsewhere herein or as provided by law or equity generally,
in recognition of the major investment in Site Improvements, grants and
fundings to be made by Tenant for Landlords benefit as set out herein or in
the Development Agreement, Landlord agrees that after the  38


Commencement Date, it will only elect the remedies of dispossessing
Tenant or terminating this Lease as a last resort in the event that Tenant has
materially failed to perform its obligations hereunder and Tenant has failed to
compensate Landlord for all reasonable damages and costs caused. Landlord by
such breach(es) so long as Tenant in good faith is continuing to operate the
riverboat gaming enterprise in substantially the manner contemplated herein.  All costs and expenses incurred by Landlord (including, without
limitation, reasonable attorneys fees) in enforcing any of its rights and
remedies under this Lease shall be deemed to be Additional Rent and shall be
paid to Landlord by Tenant upon demand.  Section 18.03 DAMAGES.  Whether or not this Lease is terminated by Landlord pursuant to Section 18.02
hereof, upon the occurrence of an Event of Default and the continuation of any
such Event of Default after the expiration of any applicable cure period
provided for herein, Tenant shall in all events nevertheless remain liable for (a) any
Rent, any installment of the Riverfront Park Grant (the Grant), any damages
which may be due or sustained prior to the last to occur of the date upon which
an Event of Default occurs or the date of expiration of any applicable cure
period with respect to such Event of Default, including damages under Section 2.06
hereof, and, in addition, all reasonable costs, fees and expenses, including,
but not limited to, reasonable attorneys fees, costs and expenses, incurred by
Landlord in pursuit of its remedies hereunder, and in renting the Demised
Premises and the Easements or any portion thereof to others from time to time
(all such Rent, Grant, damages, costs, fees and expenses being referred to
herein as Default/Termination Damages), and (b) in the event Landlord
shall attempt to relet or shall relet all or any portion of the Demised
Premises or in the event that this Lease shall be terminated, additional
damages (the Liquidated Damages), which, at the election of Landlord, shall
be as follows:  i.in the event
that Landlord has not exercised its right to terminate this Lease, an amount
equal to the Rent which would have become due during the remainder of the Term
or any exercised renewal thereof, less the amount of rent, additional rent,
grant, and other sums, if any, which Landlord shall receive during such period
from others to whom the Demised Premises and/or any portion thereof may be
rented (other than any rent or other sum received by Landlord as a result of
any failure of such other person or entity to perform any of its obligations to
Landlord), in which case such Liquidated Damages shall be computed and payable
in monthly installments, in advance, on the first day of each calendar month
following the occurrence of an uncured Event of Default under this Lease and
continuing until the date on which the Term (or any  39


exercised renewal thereof with no automatic renewals to occur
thereafter) is due to expire, and any suit or action brought to collect any
such Liquidated Damages for any month shall not in any manner prejudice the
right of Landlord to collect any Liquidated Damages for any subsequent month by
a similar proceeding or be deemed to require repeated lawsuits hereunder; or  ii.if Landlord
shall at any time exercise its right to terminate this Lease, an amount equal
to the present worth (as of the date of such termination) of Rent and Grant
which, but for such termination of this Lease, would have become due during the
remainder of the Term (or any exercised renewal thereof), less the fair rental
value of the Demised Premises for the remainder of the Term (or any exercised
renewal thereof) with no automatic renewals to occur thereafter, as determined
by an independent appraiser named by the presiding judge of the Circuit Court
of Jackson County, Missouri, in which case such Liquidated Damages shall be
payable to Landlord in one lump sum on demand and shall bear interest at the
Interest Rate until paid. For purposes of this clause (ii), present worth
shall be computed by discounting such amount to present worth at a discount
rate equal to the Interest Rate.  If an uncured Event of Default shall take
place after the expiration of two or more years after the Opening Date, then,
for purposes of computing the Liquidated Damages, the Percentage Rent payable
with respect to each calendar year or portion thereof following such uncured
Event of Default (including the balance of the year in which such uncured Event
of Default shall take place) shall be conclusively presumed to be equal to the
average Percentage Rent payable with respect to each complete year preceding
such uncured Event of Default. If such uncured Event of Default shall take
place before the expiration of two years after Opening Date, then, for purposes
of computing the Liquidated Damages, the Percentage Rent payable with respect
to each calendar year or portion thereof following such uncured Event of
Default (including the balance of the calendar year in which such uncured Event
of Default shall take place) shall be conclusively presumed to be equal to
twelve (12) times the average monthly amount of Percentage Rent which was due
and payable prior to such uncured Event of Default, or if no Percentage Rent shall
have been payable during such period, then the Percentage Rent for each year of
the unexpired Term shall be conclusively presumed to be a sum equal to that
described in Section 2.06 as if there had been a failure of Tenant to
operate its riverboat gaming enterprise.  Default/Termination Damages shall be due and
payable immediately upon demand by Landlord following any uncured Event of
Default of this Lease pursuant to Section 18.02. Liquidated Damages shall
be due and payable at the times set forth herein.  40


Nothing contained in this Lease shall limit
or prejudice the right of Landlord to prove for and obtain, in proceedings for
the termination of this Lease by reason of bankruptcy or insolvency, an amount
equal to the maximum allowed by any statute or rule of law in effect at
the time when, and governing the proceedings in which the damages are to be
proved, whether or not the amount be greater, equal to, or less than the amount
of the loss or damages referred to above. The failure or refusal of Landlord to
relet the Demised Premises or any part or parts thereof shall not release or
affect Tenants liability for damages hereunder so long as Landlord has
reasonably attempted to mitigate damages as required in Section 18.10.  Section 18.04. REMEDIES
IN EVENT OF BANKRUPTCY OR OTHER PROCEEDING.  A.Anything contained herein to
the contrary notwithstanding, if termination of this Lease shall be stayed by
order of any court having jurisdiction over any proceeding described in
paragraph (b) of Section 18.01, or by federal or state statute, then,
following the expiration of any such stay, or if Tenant or Tenant as
debtor-in-possession or the trustee appointed in any such proceeding (being
collectively referred to as Tenant only for the purposes of this Section 18.04)
shall fail to assume Tenants obligations under this Lease within the period
prescribed therefor by law or after entry of the order for relief or as may be
allowed by the court, or if Tenant shall fail to provide adequate protection of
Landlords right, title and interest in and to the Demised Premises or adequate
assurance of the complete and continuous future performance of Tenants
obligations under this Lease, then Landlord, to the extent permitted by law or
by leave of the court having jurisdiction over such proceeding, shall have the
right, at its election, to terminate this Lease, without written notice to
Tenant, and upon the effective date of such termination, this Lease shall cease
and expire as aforesaid and Tenant shall immediately quit arid surrender the
Demised Premises as aforesaid. Upon the termination of this Lease as provided
above, Landlord, without notice, may re-enter and repossess the Demised
Premises using such force for that purpose as may be necessary without being
liable to indictment, prosecution or damages therefor and may dispossess Tenant
by summary proceedings or otherwise.  B.For the purposes of the
preceding paragraph (a), adequate protection of Landlords right, title and
interest in and to the Demised Premises, and adequate assurance of the complete
and continuous future performance of Tenants obligations under this Lease,
shall include, without limitation, the following requirements:  i.that Tenant
comply with all of its obligations under this Lease;  ii.that Tenant pay
to Landlord, on the first day of each month occurring subsequent to the entry
of such order, or the effective date of such stay, a sum equal to the  41


amount by which the Demised Premises diminished in value during the
immediately preceding monthly period, but, in no event, an amount which is less
than the aggregate Rent payable for such monthly period;  iii.that Tenant
continue to use the Demised Premises in the manner and for the purposes
originally required by this Lease;  iv.that Landlord
be permitted to supervise the performance of Tenants obligations under this
Lease;  v.that Tenant pay
to Landlord within fifteen (15) days after entry of such order or the effective
date of such stay, as partial adequate protection against future diminution in
value of the Demised Premises and adequate assurance of the complete and
continuous future performance of Tenants obligations under this Lease, a
security deposit in an amount reasonably acceptable to Landlord;  vi.that Tenant has
and will continue to have unencumbered assets after the payment of all secured
obligations and administrative expenses adequate to assure Landlord that
sufficient funds will be available to fulfill the obligations of Tenant under
this Lease;  vii.that if Tenant
assumes this Lease and proposes to assign the same (pursuant to Title 11 U.S.C.
§365, or as the same may be amended) to any person or entity who/which shall
have made a bona fide offer to accept an assignment of this Lease on terms
acceptable to such court having competent jurisdiction over Tenants estate,
then notice of such proposed assignment, setting forth (x) the name and
address of such person or entity, (y) all of the terms and conditions of
such offer, and (z) if required by law or by any court, the adequate
assurance to be provided Landlord to assure such persons or entitys future
performance under this Lease, including, without limitation, the assurances
referred to in Title 11 U.S.C. §365(b)(3), as it may be amended, shall be given
to Landlord by Tenant no later than fifteen (15) days after receipt by Tenant
of such offer, but in any event no later than thirty (30) days prior to the
date that Tenant shall make application to such court for authority and
approval to enter into such assignment and assumption, and Landlord shall
thereupon have the prior right and option, to be exercised by notice to Tenant
given at any time prior to the effective date of such proposed assignment, to
accept, or to cause Landlords designee to accept, an assignment of this Lease
upon the same terms and conditions and for the same consideration, if any, as
the bona fide offer made by such person or entity, less any brokerage
commissions which may be payable out of the  42


consideration to be paid by such person or entity for the assignment of
this Lease; and  viii.that if Tenant
assumes this Lease and proposes to assign the same, and Landlord does not
exercise its option pursuant to paragraph (vii) of this Section 18.04,
Tenant hereby agrees that:  (a)such assignee
shall have a net worth not less than the net worth of Tenant as of the Opening
Date, or such Tenants obligations under this Lease shall be unconditionally
guaranteed by a person or an entity having a net worth equal to Tenants net
worth as of the Opening Date;  (b)such assignee
shall not use the Demised Premises except subject to all restrictions contained
in this Lease;  (c)such assignee
shall assume in writing all of the terms, covenants and conditions of this
Lease including, without limitation, all of such terms, covenants and
conditions respecting the permitted use and payment of Rent, and such assignee
shall provide Landlord with assurances satisfactory to Landlord that it has the
experience in operating gaming enterprises similar to that to be conducted by
Tenant hereunder, sufficient to enable it to so comply with all of the terms,
covenants and conditions of this Lease and successfully operate the Demised
Premises for such use; and  (d)if such
assignee makes any payment to Tenant, or for Tenants account, for the right to
assume this Lease (including, without limitation, any lump sum payment,
installment payment or payment in the nature of rent over and above the Rent
payable under this Lease), Tenant shall pay over to Landlord one-quarter (1/4)
of any such payment.  Section 18.05. CONTINUED OBLIGATION.  A.No expiration or termination
of this Lease or relief sought or obtained by Landlord or Tenant hereunder
shall relieve Tenant or Landlord, as the case may be, of its liability and
obligations under this Lease, and such liability and obligations shall survive
any such expiration or termination or enforcement or attempted enforcement of
relief hereunder.  B.In the event that the
Demised Premises or any part thereof shall be re-let by Landlord for the
unexpired term of this Lease, or any part thereof, before presentation of proof
of such, liquidated damages to any court, then the amount of rent reserved upon
such re-letting shall, prima facie, be the fair and
reasonablerental value for the
part or the whole of the Demised Premises so  43


re-let
during the term of the re-letting. Nothing herein contained shall limit or
prejudice the right of Landlord to prove for and obtain, as liquidated damages
by reason of such termination, an amount equal to the maximum allowed by any
statute or rule of law in effect at the time when, and governing the
proceedings in which, such damages are to be proved, whether or not such amount
be greater, equal to, or less than the amount of the difference referred to
above.  Section 18.06. WAIVER BY TENANT.
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
and entities claiming through or under Tenant (including any leasehold
mortgagee or other creditor), also waives any and all right of redemption or
re-entry or re-possession in case Tenant shall be dispossessed by a judgment or
by warrant of any court or judge or in case of re-entry or re-possession by
Landlord 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 18.07. NO WAIVER BY LANDLORD
OR TENANT. No failure by Landlord or Tenant to insist upon the strict
performance of any agreement, term, covenant or condition hereof or to exercise
any right or remedy upon a breach of any agreement, term, covenant or condition
hereof, and no acceptance of full or partial Rent 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 or Landlord, and no breach thereof, shall
be waived, altered or modified except by a written instrument executed by the
non-breaching party. 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.  Section 18.08. INJUNCTION. In the
event of any breach or threatened breach by Tenant or Landlord of any of the
agreements, terms, covenants or conditions contained in this Lease, Tenant or
Landlord, as the case may be, shall be entitled to enjoin such breach or
threatened breach and shall have the right to invoke any right and remedy
allowed at law or in equity or by statute or otherwise as though other remedies
were not provided for in this Lease.  Section 18.09. CUMULATIVE RIGHTS.
Each right and remedy provided to Landlord or Tenant in this Lease shall be
cumulative and shall be in addition to every other right or remedy provided for
in this Lease or now or hereafter existing at law or in equity or by statute or
otherwise.  Section 18.10. MITIGATION. While
Landlord shall be entitled to pursue each and every remedy hereunder as
provided above,  44


Landlord
shall have the obligation to use reasonable best efforts to mitigate its
damages hereunder by seeking a new tenant after Landlord has terminated this
Lease.  Section 18.11. DEFAULT BY LANDLORD;
TENANT REMEDIES. ShouldLandlord materially default in the
performance or observance of any covenant or agreement of this Lease, or any
obligation of Landlord under the Development Agreement or any Exhibit thereto,
which default is not cured within ten (10) days after the giving of notice
thereof by Tenant, unless such default is of such a nature that it cannot
reasonably be cured within such ten (10) day period, in which case no
default by Landlord shall occur so long as Landlord shall commence the curing
of the default within such ten (10) day period and shall thereafter
diligently prosecute the curing of same; provided, however, if Landlord shall
default in performance of any such covenant or agreement of this Lease, the
Development Agreement or any Exhibit thereto two (2) or more times in
any twelve (12) month period, then notwithstanding that each of such defaults
shall have been cured by Landlord, any further default of such covenant or
agreement within such twelve (12) month period shall be deemed a default
without cure thereof. If Landlord does not timely cure such a default, Tenant shall
have such legal and equitable remedies as are provided by law for such a
default.  All costs and expenses incurred by Tenant
(including without limitation reasonable attorneys fees) in enforcing any of
its rights or remedies under this Lease shall be paid to Tenant by Landlord
upon demand.  ARTICLE XIX Renewal Privileges  Section 19.01. EIGHT RENEWAL TERMS.
If this Lease shall be inforce and effect on the date for the expiration of the initial termhereof, Tenant shall
automatically be deemed to have elected arenewal of the term hereby granted for a
period of five (5) yearsbeginning with the date of such expiration of such initial term,provided, however, that
Tenant shall not have given Landlord atleast twelve (12) months prior written notice
negating suchelection. If
this Lease shall be in force and effect on the datefor the expiration of the first renewal term
hereof, Tenant shallautomatically
be deemed to have elected a second renewal of theterm hereby granted for a period of five (5) years
beginning withthe date of
such expiration of the first renewal term, provided,however, that Tenant shall not have given
Landlord at least twelve(12) months prior written notice negating such election. If thisLease shall be in force and
effect on the date for the expirationof the second renewal term thereof, Tenant
shall automatically bedeemed to have elected a third renewal of the term hereby grantedfor a period of five (5) years
beginning with the date of suchexpiration of the second renewal term, provided,
however, thatTenant shall
not have given Landlord at least twelve (12) monthsprior written notice negating such election.
If this Lease shallbe in force and
effect on the date for the expiration of the thirdrenewal term thereof, Tenant shall automatically
be deemed to have  45


elected a fourth renewal of the term hereby granted for a period of
five (5) years beginning with the date of such expiration of the third
renewal term, provided, however, that Tenant shall not have given Landlord at
least twelve (12) months prior written notice negating such election. If this
Lease shall be in force and effect on the date for the expiration of the fourth
renewal term thereof, Tenant shall automatically be deemed to have elected a
fifth renewal of the term hereby granted for a period of five (5) years
beginning with the date of such expiration of the fourth renewal term,
provided, however, that Tenant shall not have given Landlord at least twelve
(12) months prior written notice negating such election. If this Lease shall be
in force and effect on the date for the expiration of the fifth renewal term
hereof, Tenant shall automatically be deemed to have elected a sixth renewal of
the term hereby granted for a period of five (5) years beginning with the
date of such expiration of the fifth renewal term, provided, however, that
Tenant shall not have given Landlord at least twelve (12) months prior written
notice negating such election. If this Lease shall be in force and effect on
the date for the expiration of the sixth renewal term hereof, Tenant shall
automatically be deemed to have elected a seventh renewal of the term hereby
granted for a period of five (5) years beginning with the date of such
expiration of the sixth renewal term, provided, however, that Tenant shall not
have given Landlord at least twelve (12) months prior written notice negating
such election. If this Lease shall be in force and effect on the date for the
expiration of the seventh renewal term hereof, Tenant shall automatically be
deemed to have elected an eighth renewal of the term hereby granted for a
period of five (5) years beginning with the date of such expiration of the
seventh renewal term, provided, however, that Tenant shall not have given
Landlord at least twelve (12) months prior written notice negating such
election. Tenant acknowledges that a provision of the Charter of the City may
impose a fifty (50) year limit on the term of the City Lease, which limit may
affect the length of the eighth renewal of the term of this Lease. Tenant
acknowledges and agrees that any resulting limitation on the length of the
eighth renewal only of the term of this Lease shall not give rise to any claim
of default under or invalidity of this Lease or any extension hereof. This
Lease shall not be deemed to be or have been in force and effect on any date on
which Tenant shall be in default hereunder. Each such renewal term shall be
upon the same terms and conditions as contained herein for the initial term
(and applicable renewal term (s)) except for the diminishing of the number of
renewal terms remaining as each such renewal term expires and except that as to
each such renewal term, the Minimum Net Rent payable during same (in equal
annual installments as to the Minimum Net Rent) shall be increased from the
Minimum Net Rent payable during the initial term hereof by the percentage of
change in the Consumer Price Index as of the Opening Date to the Consumer Price
Index as of the first day of any such renewal term. For the purposes of this Section 19.01,
the Consumer Price Index means 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 equals 100).
If no such Index is then being published, as of the first day of any  46


such
renewal term, then Landlord 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 established before such date.  Section 19.02. NO WAIVER OR RELEASE.
No renewal term hereunder shall be evidence of a waiver or release of any
default or claim of either party hereto against the other. Any unsatisfied
claim of either party hereto against the other under the terms of this Lease
during the initial Term or any renewal term shall survive and be deemed to be a
similar default or claim under any subsequent renewal term.  ARTICLE XX Representations and Warranties  Section 20.01. REPRESENTATIONS AND
WARRANTIES OF LANDLORD. The following representations and warranties are
hereby made by Landlord:  A.POWER AND
AUTHORITY. Landlord is a body politic created and formed by
the City of Kansas City, Missouri by virtue of the power granted to said City
by the laws of the State of Missouri and has the full authority and power to
enter into this Lease and to execute and deliver this Lease and to perform and
observe all of the terms, conditions and provisions of this Lease to be so
observed and performed by it and its said execution and delivery of this Lease
has been duly authorized by all necessary action required of it; and  B.NO CONFLICTS. Nothing
herein agreed to by Landlord will conflict with or result in a breach of the
terms and provisions or any existing law, rule, regulation, contract,
agreement, order of any court or governmental body; and  C.NO CONTRACT
DEFAULTS. Landlord is not in default under any contract or
agreement to which it is a party and which materially and adversely affects its
ability to enter into and perform its obligations hereunder; and  D.NO LITIGATION. There are no
claims, suits or other proceedings threatened or pending against Landlord which
would materially and adversely affect its ability to enter into and perform its
obligations hereunder.  Section 20.02. REPRESENTATIONS AND
WARRANTIES OF TENANT. The following representations and warranties are
hereby made by Tenant:  A.POWER AND
AUTHORITY. Tenant is a corporation duly organized and validly
existing and in good standing under the laws of the State of Delaware and is
qualified to do business in the State of Missouri and has the full  47


authority and power to enter into this Lease and to execute and deliver
this Lease and to perform and observe all the terms, conditions and provisions
hereof to be so observed and performed by it and its execution and delivery of
this Lease has been duly authorized by all necessary corporate action on its
part. (A copy of the Resolution of its Board of Directors so authorizing the
same is attached hereto identified as Exhibit C.); and  B.NO CONFLICTS. Nothing
herein agreed to by Tenant will conflict with or result in a breach of the
terms and provisions of any existing law, rule, regulation, contract,
agreement, order of any court or governmental body; and  C.FINANCIAL
CONDITION. Tenant is solvent and is not a party to any
assignment for the benefit of its creditors or any bankruptcy proceedings, and
the transaction contemplated herein shall not cause it to become insolvent or
not be able to pay its debts as the same become due; and  D.NO CONTRACT
DEFAULTS. Tenant is not in default under the terms of any
contract or agreement to which it is a party and which materially and adversely
affects its ability to perform its obligations hereunder; and  E.NO LITIGATION. There are no
claims, suits or other proceedings threatened or pending against Tenant which
materially and adversely affect its ability to perform its obligations
hereunder.  ARTICLE XXI Invalidity of Particular Provisions  If any term or provision of this Lease or the
application thereof to any person or entity or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons, entities 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
enforceable to the fullest extent permitted by law.  ARTICLE XXII Notices  Any and all notices, demands, requests, submissions,
approvals, consents, disapprovals, objections, offers or other communications
or documents required to be given, delivered or served or which may be given,
delivered or served under or by the terms and provisions of this Lease or
pursuant to law or otherwise, shall be in writing and shall be deemed to have
been duly given, delivered or served; (i) if and when personally delivered
or sent  48


by
verifiable facsimile, on the date so delivered or sent, or (ii) three (3) days
after being mailed by registered or certified mail, postage prepaid, or (iii) one
(1) day after the giving of same to an overnight courier delivery service
if sent by a recognized overnight courier delivery service, costs prepaid,
addressed if to the Tenant, at:  Hilton Hotels Corporation 3930 Howard Hughes Parkway, Fifth Floor Las Vegas, NV 89109 Attention: President Phone: (702) 699-5000 Fax: (702) 699-5179  With copies to:  Hilton Hotels Corporation 9936 Civic Center Drive Beverly Hills, California 90209-5567 Attention: General Counsel Phone: (310) 278-4321 Fax: (310) 205-4613  and  Jerome D. Riffel Lathrop & Norquist 2345 Grand Avenue, Suite 2500 Kansas City, Missouri 64108 Phone: (816) 842-0820 Fax: (816) 421-0500  or to such other address as Tenant may from time to time designate by
written notice to Landlord, or if to Landlord at:  Port Authority of Kansas City, Missouri 10 Petticoat Lane, Suite 250 Kansas City, Missouri 64106 Attention: Executive Director Phone: (816) 221-0636 Fax: (816) 221-0189  With
a copy to:  Phillip A. Kusnetzky McDowell, Rice & Smith, a
Professional Corporation 120 West 12th Street Suite 1300 Kansas City, Missouri 64105 Phone: (816) 221-5400 Fax: (816) 474-7304  or to such other address as Landlord may from time to time designate by
written notice to Tenant.  49


ARTICLE XXIII Rent Abatement/Claim for Damages  Except as in this Lease
otherwise expressly prohibited Tenant shall have such rights as are provided by
Missouri law for abatement, diminution or reduction of Rent or charges or other
claim for damages based on any material inconvenience, discomfort, interruption
of business, loss or damage to improvements to the Demised Premises or personal
property thereon, or otherwise.  ARTICLE XXIV Estoppel Certificates  Section 24.01. TENANTS CERTIFICATE.
Tenant shall, without charge, at any time and from time to time, within ten
days after request by Landlord, certify by written instrument, duly executed,
acknowledged and delivered to Landlord or any other person, firm, entity or
corporation specified by Landlord:  (a)        that this Lease is unmodified and in full force and effect,
or, if there have been any modifications, that the same is in full force and
effect as modified and stating the modifications;  (b)         whether or not there are then existing any set-offs or
defenses against the enforcement of any of the agreements, terms, covenants or
conditions hereof and any modifications hereof upon the part of Tenant to be
performed or complied with, and, if so, specifying the same;  (c)         the dates, if any, to which the Minimum Net Rent, Percentage
Rent and Additional Rent and other charges hereunder have been paid in advance;
and  (d)        the date of expiration of the then current term;  (e)        the Rent then payable under this Lease; and  (f)such other
matters as Landlord shall reasonably request.  Section 24.02. LANDLORDS CERTIFICATE. Landlord shall,
without charge, at any time and from time to time, within ten days after
request by Tenant, certify by written instrument, duly executed, acknowledged
and delivered to Tenant, to the effect that this Lease is unmodified and in
full force and effect (of if there shall have been modifications, that the same
is in full force and effect as modified and stating the modifications) and the
dates to which the Rent has been paid, the date of expiration of the current
term, the Rent then payable under this Lease, and stating whether or not, to
the best knowledge of the officer executing such certificate on behalf of
Landlord, Tenant is in default in performance of any covenant, agreement or
condition contained in  50


this
Lease and, if so, specifying each such default of which the person executing
such certificate may have actual knowledge and such other matters as Tenant
shall reasonably request.  ARTICLE XXV Miscellaneous  Section 25.01. GOVERNING LAW/VENUE. This Lease shall be
governed by and construed in accordance with the internal laws of the State of
Missouri. Venue of any action brought pursuant to this Lease or any Exhibit hereto
or arising on, out of, under or by reason of or in any way relating to this
Lease or the landlord/tenant relationship created hereunder or the obligations
arising out of, under, or by reason of the Development Agreement or resulting
from any other transaction hereunder or thereunder or concerning the validity,
interpretation or enforcement hereof or thereof shall only be brought in (or,
if filed in a different venue, shall be transferred to) a State or Federal
Court of appropriate jurisdiction located in or having jurisdiction over
Jackson County, Missouri. Tenant waives any objection to the jurisdiction of or
venue in any such court, consents to transfer of venue to such court and to the
service of process issued by such court and agrees that each may be served by
any method of process described in the Missouri or Federal Rules of Civil
Procedure. Tenant waives any right to claim that any such court is an
inconvenient forum or any similar defense.  Section 25.02. CONFLICT AMONG PROVISIONS. In the event of a
conflict between or among the terms, covenants, conditions or provisions of
this Lease and the Development Agreement or any Exhibit to either of the
same, if such conflict relates to performance or payment prior to the
Commencement Date (except as to payment of Interim Rent), the provisions of the
Development Agreement shall prevail, but if such conflict relates to
performance or payment after the Commencement Date (except as to initial
construction of improvements), the provisions of this Lease shall prevail. Notwithstanding
any statement in the Development Agreement, the Proposal, the Exhibits to the
Development Agreement or the Lease, Tenants total obligations liability with
respect to the payment of Minimum Rent and the Riverfront Park Grant shall be a
total of Thirty Million Dollars ($30,000,000.00) during the initial ten (10) year
term hereof and includes all grants of monies and Minimum Rent for which Tenant
is liable to Landlord or any other party and which payments include all
liability of Tenant for the construction of or payment for infrastructure and
improvements excluding the Site Improvements as now defined in the Development
Agreement and which are fully stated and limited to those Site Improvements
listed in Exhibits C and D to the Development Agreement.  Section 25.03. INTEREST RATE. All sums due hereunder as
Rent or otherwise and whether due from Tenant to Landlord, or vice-versa, shall
bear interest from the date due until paid at a rate equal to 400 basis points
(4%) over the rate of one year United  51


States Treasury obligations existing on the first
day of the month during which such sums become due, adjusted upward to reflect
any increase in such rate during the time any such sum remains unpaid (the Interest
Rate).  Section 25.04. SPECIAL
REPORTS. Tenant agrees to provide to Landlord, or to such parties as
Landlord shall as required in connection with and under the terms of the Bond
Issuance described in Section 2.14 of this Lease direct, such information
as is necessary to allow Landlord to satisfy the requirements of Rule 15c2-12,
as amended, of the Securities and Exchange Commission.  ARTICLE XXVI Consent of Landlord and Tenant  Section 26.01. STANDARD.
Where any provision of this Lease requires the consent or approval of Landlord
or Tenant, each agrees that such consent or approval will not be unreasonably
withheld unless otherwise specifically provided for herein.  Section 26.02. OTHER
ACTS. Each party agrees to perform any further acts and deliver any
additional documents that may be reasonably requested by the other and are
necessary to carry out the provisions of this Lease.  ARTICLE XXVII Payments Under Protest  In case of any dispute between Landlord and Tenant
with respect to the amount of money payable by Tenant to Landlord under the
provisions of this Lease, Tenant shall be privileged to make payment under
protest and, in such event, shall be privileged to assert and prosecute a claim
or claims for the recovery of the sum, or any part thereof, that shall have
been so paid by Tenant under protest.  ARTICLE XXVIII No Oral Modification  All prior understandings and agreements between the
parties are merged with this Lease,which
together with the Development Agreement and Exhibits to the same, fully and
completely set forth the understanding of the parties hereto; and this Lease
may not be changed or terminated orally or in any manner other than by an
agreement in writing and signed by the party against whom enforcement of the
change or termination is sought.  ARTICLE XXIX Covenants to Bind and Benefit Respective
Parties  The covenants and agreements
herein contained shall bind and inure to the benefit of Landlord, its
successors and assigns, and Tenant, and its permitted successors and assigns.  52


ARTICLE XXX Captions, Table of Contents and Exhibits  Section 30.01. CAPTIONS. The captions, titles and headings
of this Lease are for convenience and reference only and in no way define,
limit or describe the scope or intent of this Lease or any part thereof or in
any way affect this Lease.  Section 30.02. TABLE OF CONTENTS. The table of contents
preceding this Lease but under the same cover is for the purpose of convenience
and reference only and is not to be deemed or construed in any way as part of
this Lease, nor as supplemental thereto or amendatory thereof.  Section 30.03. EXHIBITS. Each of the Exhibits hereto are by
this reference made a part hereof as though fully set out herein.  IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
executed by their duly authorized officers and their respective corporate seals
to be hereunto affixed.  LANDLORD:
  THE
  PORT AUTHORITY OF KANSAS CITY, MISSOURIBy:
  /s/Elbert
  AndersonName:
  Elbert
  AndersonTitle:
  ChairmanTENANT:
  HILTON HOTELS
  CORPORATION, a DelawareCorporationBy:
  /s/ F.M. OBrienName:
  F.M. OBrienTitle:
  Executive Vice
  President  53


ACKNOWLEDGMENTS  STATE OF MISSOURI
  ))
  SSCOUNTY
  OFJACKSON
  )  Onthis21 day of August,1995,
before me appeared Elbert Anderson, to me personally known, who beingby me duly
sworn, did say that he is the Chairman of The Port Authority of Kansas City,
Missouri, a public Corporation, and said Elbert Anderson acknowledged execution
of the foregoing instrument to be the free act and deed of said port Authority.  IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.  /s/ Sarah L BradleyNotary PublicMy
  Commission Expires:SARAH L BRADLEY4/28/96
  
  
  
  NOTARY PUBLIC STATE OF MISSOURIPLATTE COUNTYMY COMMISSION EXP. APR. 28,1996STATE OF NEVADA
  ))
  SSCOUNTY
  OFCLARK
  )  On this 16thday of August, 1995, before me appearedF.M. OBrien,to me
personally known, who being by me duly sworn, did say that he/she is the Executive
Vice President of Hilton Hotels Corporation, a Delaware Corporation, and saidF.M. OBrienacknowledged execution of
the foregoing instrument to be the free act and deed of said corporation.  IN WITNESS WHEREOF, I have
hereunto subscribed my name affixed my official seal the day and year last
above written.  /s/ Theresa A. HoffNotary PublicMy
  Commission Expires:6/7/97NOTARY PUBLIC
  STATE OF NEVADA
  County of Clark
  THERESA A. HOFFMyAppointment Expires
  June 7, 1997  54