**Exhibit 10.43**

 

**THIRDAMENDMENT TO MASTER LEASE**

 

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

 

The City and the Tenantentered into a Master Lease dated July 18, 1997, which was amended by theAmendment to the Master Lease dated April 19, 1999, and which was furtheramended by the Second Amendment to Master Lease dated September 17, 2001 (theMaster Lease, as amended by the First Amendment and the Second Amendment, shallbe referred to as the “Master Lease”).

 

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

 

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

 

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

 

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

 

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

 

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

 

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4.               Except as hereinprovided, the provisions of the Master Lease shall remain unchanged and in fullforce and effect.

 

EXECUTED as ofthe date first above written.

 
|                              | “THE CITY”             |
|-----------------------------------|----------------------------------|
| [SEAL]                            |                             |
|                              | THE CITY OF  BOONVILLE, MISSOURI |
| ATTEST:                           |                             |
|                              | By:                              | /s/ Bernard  Kempf |
| [ILLEGIBLE]                       |                             |   | Bernard  Kempf, Mayor |
| City Clerk                        |                             |
|                              |                             |
| APPROVED AS  TO FORM AND LEGALITY |                             |
|                              |                             |
| [ILLEGIBLE]                       |                             |   |
| City Counselor                    |                             |

 
|   | “TENANT”          |
|--------|-----------------------------|
|   |                        |
|   | IOC –  BOONVILLE, INC. |
|   |                        |
|   | By:                         | /s/ Rexford A. Yeisley |
|   | Name:                       |   Rexford A. Yeisley |
|   | Title:                      |   Senior Vice  President, CFO, Treasurer |
|        |                             |  |  |  |

 

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