**Exhibit 10.42**

 

**SECOND AMENDMENT TO MASTER LEASE**

 

THIS SECOND AMENDMENT TO MASTER LEASE (“Second Amendment”) is made on Sept. 17, 2001, by the City of Boonville, Missouri, aMissouri third class city (the “City”), and IOC – Boonville, Inc., formerlyknown as Davis Gaming Boonville, Inc., a Nevada corporation (“Tenant”).

 

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

 

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

 

The Tenant and the City wish to add certain parcels (legally described on Exhibit A attached hereto) to Exhibit B and the City and the Tenant wish to setforth in this Second Amendmentthe terms and conditions for adding these parcels.

 

**NOW, THEREFORE**, for and in consideration of the sum of tendollars and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the City and the Tenant agree asfollows:

 

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

 

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

 

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

 

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

 

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that, to the best of Tenant’sknowledge based upon the MDNR Documents, no Hazardous Materials (as that termis defined in the Master Lease) are present on the Remediation Sites. TheTenant reaffirms that it will fulfill all of the terms and conditions of theMaster Lease with respect to the Remediation Sites including, but not limitedto, Section 9.2 of the Master Lease.

 

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

 

6.             Except as herein provided, theprovisions of the Master Lease shall remain unchanged and in full force andeffect.

 

EXECUTED as ofthe date first above written.

 
|                              | “THE CITY”             |
|-----------------------------------|----------------------------------|
|                              |                             |
|                              | THE CITY OF  BOONVILLE, MISSOURI |
| [SEAL]                            |                             |
|                              |                             |
| ATTEST:                           | By:                              | /s/ Bernard  Kempf |
|                              |                             | Bernard  Kempf, Mayor |
|                              |                             |
| [Illegible]                       |                             |   |
| City Clerk                        |                             |
|                              |                             |
| APPROVED AS  TO FORM AND LEGALITY |                             |
|                              |                             |
| [Illegible]                       |                             |   |
| City  Counselor                   |                             |
|                              | “TENANT”               |
|                              |                             |
|                              | IOC –  BOONVILLE INC.       |
|                              |                             |
|                              | By:                              | /s/ John M.  Gallaway |
|                              |                             | John M.  Gallaway, President |
|                                   |                                  |  |  |  |  |

 

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