<PAGE>

                                                                EXHIBIT 10.1


                     AMENDED AND RESTATED PROMISSORY NOTE


$45,429,479.12              As of May 28, 2003          Biloxi, Mississippi


                           STATEMENT OF BACKGROUND

  A. On or about July 22, 1997, LEHMAN BROTHERS HOLDINGS INC., a Delaware
corporation ("Lender"), made a loan to PRESIDENT BROADWATER HOTEL, L.L.C., a
Mississippi limited liability company ("Borrower"), in the original
principal amount of $30,000,000.00 (the "Existing Loan") for the purpose of
financing the acquisition of a beach hotel, golf course, and marina complex
known as Broadwater Beach Resort located in Biloxi, Harrison County,
Mississippi (the "Property"). The Existing Loan is evidenced by that certain
Promissory Note, dated as of July 22, 1997, executed by Borrower payable to
the order of Lender in the original principal amount of $30,000,000.00 (the
"Existing Note"). The Existing Loan is secured by, among other things: (i)
that certain Deed of Trust, Security Agreement, and Fixture Filing, dated as
of July 22, 1997, executed by Borrower in favor of Steven M. Hendrix, Esq.,
as Trustee, for the benefit of Lender, and recorded on July 24, 1997, as
Document No. 97-3567 in the Office of the Chancery Clerk, Second Judicial
District, Harrison County, Mississippi, encumbering, inter alia, the
Property (the "Existing Deed of Trust") (ii) that certain Assignment of
Leases and Rents, dated as of July 22, 1997, executed and delivered by
Borrower, as assignor, in favor of Lender, as assignee, and recorded on July
24, 1997, as Document No. 97-3568 in the aforesaid records (the "Existing
Lease Assignment") and (iii) that certain Security Agreement and Assignment
of Contractual Agreements Affecting Real Estate, dated as July 22, 1997,
executed by Borrower, as assignor, and Lender, as assignee (the "Existing
Security Agreement"). As additional security for the Loan, (i) Borrower
executed that certain Security Agreement and Lockbox Agreement, dated as of
July 22, 1997 (the "Existing Lockbox Agreement") and (ii) President Casinos,
Inc., a Delaware corporation ("PCI") and The President Riverboat
Casino-Mississippi, Inc., a Mississippi corporation ("PRCM"; PCI and PRCM
are referred to herein collectively as the "Indemnitors"), executed and
delivered (i) that certain Indemnity and Guaranty Agreement, dated as of
July 22, 1997, in favor of Lender (the "Guaranty Agreement"), and (ii)
together with Borrower, that certain Indemnity Agreement, dated as of July
22, 1997, in favor of Lender (the "Hazardous Materials Indemnity"). Also, in
connection with the Existing Loan, PCI executed that certain Unconditional
Guaranty of Lease Obligations, dated as of July 22, 1997, in favor of Lender
(the "Sublease Guaranty"). The Guaranty Agreement, the Hazardous Materials
Indemnity, and the Sublease Guaranty are herein occasionally referred to
collectively as the "Indemnities." The Existing Note, the Existing Deed of
Trust, the Existing Lease Assignment, the Existing Security Agreement, the
Existing Lockbox Agreement, the Indemnities, and any and all other documents
evidencing, securing, guarantying, or otherwise relating to the Existing
Loan are hereinafter referred to collectively as the "Existing Loan
Documents."

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  B. The Existing Loan matured on July 22, 2000, without payment in full by
Borrower. On April 19, 2001, the Borrower filed a voluntary petition for
protection under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of Mississippi
(Southern Division) (the "Bankruptcy Court"), commencing that case styled as
In re President Broadwater Hotel, L.L.C., Case No. 01-52168-SEG (the
"Bankruptcy Case"). On October 16, 2002, Borrower filed a Debtor's Plan of
Reorganization in the Bankruptcy Case (the "Original Plan") and
subsequently, on February 28, 2003, filed in the Bankruptcy Case its
Modification to Debtor's Plan of Reorganization (the "Plan Modification";
and the Original Plan as modified by the Plan Modification being herein the
"Plan"). On May 2003, the Bankruptcy Court entered its Confirmation Order
(the "Confirmation Order") in the Bankruptcy Case confirming the Plan and
pursuant to which, among other terms and provisions of the Confirmation
Order, the Existing Loan will be amended and restated (as amended and
restated, the "Restated Loan") by the execution and delivery of this Amended
and Restated Promissory Note (this "Restated Note") and the execution and
delivery of documents and instruments amending and restating the other
Existing Loan Documents, and certain other documents, all in accordance with
the Plan and Confirmation Order (this Restated Note, together with any and
all other instruments and agreements now or hereafter evidencing, securing,
guarantying, or otherwise relating to the Restated Loan, and all renewals,
extensions, consolidations, restatements, and other modifications of the
foregoing are herein collectively occasionally referred to as the "Restated
Loan Documents").

  Accordingly, this Restated Note is and shall constitute the amendment and
restatement of the Existing Note required by and to be executed and
delivered in accordance with the Plan and Confirmation Order.

  FOR VALUE RECEIVED, the undersigned, PRESIDENT BROADWATER HOTEL, L.L.C., a
Mississippi limited liability company, whose mailing address is 2110 Beach
Boulevard, Biloxi, Mississippi 39531, promises to pay to the order of LEHMAN
BROTHERS HOLDINGS INC., a Delaware corporation, without grace except as
expressly provided herein, at Lender's principal place of business at 399
Park Avenue, 8th Floor, New York, New York 10022, or at such other place as
Lender may designate to Borrower in writing from time to time, the principal
sum of forty-five million four hundred twenty-nine thousand four hundred
seventy-nine & 12/100 ($45,429,479.12), together with interest on so much
thereof as is from time to time outstanding and unpaid, from the date
hereof, at the Applicable Interest Rate, in lawful money of the United
States of America, which shall at the time of payment be legal tender in
payment of all debts and dues, public and private.

                           ARTICLE I - DEFINITIONS

  1.01  Certain Definitions.  In addition to the other defined terms defined in
this Restated Note, the following terms shall have the following meanings:

    (a) The term "Adjusted Lehman Claim Amount" shall mean a principal
portion of the Lehman Claim Amount equal to $43,012,861.66, which amount has
been determined for purposes of the Restated Loan pursuant to and in
accordance with the Plan.

    (b) As used herein, the term "Applicable Interest Rate" shall mean an
interest rate per annum equal to twelve and seventy-five hundredths percent
(12.75%).

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    (c) The term "Event of Default" shall have the meaning given thereto in
the Restated Deed of Trust.

    (d) The term "Interest Payment Due Date" shall mean the fifteenth (15th)
day of each calendar month during the term of the Restated Loan commencing
with June 15, 2003.

    (e) As used herein, the term "Interest Period" shall mean (i) with
respect to the calculation of the first payment of interest due under this
Restated Note, the period commencing on the date hereof and continuing
through May 31, 2003, and (ii) with respect to the calculation of each
subsequent payment of interest due under this Restated Note, the calendar
month or portion thereof with respect to which such interest is due and
payable.

    (f) The term "Interim Principal Payment Due Date" shall refer to any
date on which any Priority Expense Reduction Principal Payment or any
Administrative Expense Reduction Principal Payment is due as provided in
Section 2.02(b) and 2.02(c), respectively, herein below.

    (g) The term "Initial Interest Pay Rate" shall mean an interest rate per
annum in an amount equal to LIBOR plus four percent (4.0%).

    (h) The term "Lehman Claim Amount" shall mean the principal of
$45,429,479.12, being the principal balance of this Note, which amount has
been determined pursuant to and in accordance with the Plan, as such
principal amount may be reduced by principal payments hereafter on this
Restated Note.

    (i) The term "LIBOR" shall mean a rate effective for each Interest
Period equal to the rate per annum (rounded upwards, if not already in even
one-sixteenths of one percent, to the nearest one-sixteenth of one percent)
published in the Money Rates section of the "Wall Street Journal" for the
date which is two (2) LIBOR Business Days prior to the first day of such
Interest Period, as the London Interbank Offered Rate for U.S. dollar
deposits having a designated maturity of one (1) month (or if such
publication shall cease to be publicly available or if the information
contained in such publication, in Lender's judgment, shall cease to
accurately reflect such London Interbank Offered Rate, then Lender may
select any publicly available source of similar market data which, in
Lender's sole judgment, accurately reflects such London Interbank Offered
Rate). Upon notice from Lender to Borrower, LIBOR shall be adjusted for
reserves in a manner determined by Lender in good faith and consistent with
the adjustment methods generally applied by Lender, to be sufficient to
compensate Lender for the effect of such reserves on the net return to
Lender from the interest and other payments under this Restated Note. In
determining such adjustments, Lender may use any reasonable averaging and
attribution methods generally applied by Lender. Notwithstanding any
provision to the contrary in the foregoing portion of this Section 1.01(i),
for purposes of determining the Initial Interest Pay Rate and the Stabilized
Interest Pay Rate applicable to the partial Interest Period commencing on
the date hereof and ending on and including May 31, 2003, "LIBOR" shall mean
a rate effective for such partial Interest Period equal to the rate per
annum (rounded upwards, if not already in even one-sixteenths of one
percent, to the nearest one-sixteenth of one percent) published in the Money
Rates section of the "Wall Street Journal" for the date which is two (2)
LIBOR Business Days prior to the date hereof, as the London Interbank
Offered Rate for U.S. dollar deposits having a designated maturity of one
(1) month.


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    (j) The term "LIBOR Business Day" shall mean any day which is not a
Saturday, a Sunday, or a day on which banks in the City of London, England,
are required or permitted to be closed for interbank or foreign exchange
transactions.

    (k) The term "Maturity Date" shall mean June 1, 2005.

    (l) The term "Restated Deed of Trust" shall mean that certain Amended
and Restated Deed of Trust, Security Agreement and Fixture Filing, of even
dated herewith, from Borrower in favor of Stephen W. Rosenblatt, Esq., as
Trustee for the benefit of Lender.

    (m) The term "Stabilized Interest Pay Rate" shall mean an interest rate
per annum equal to the greater of (A) seven and seventy-five hundredths
percent (7.75%) or (B) a rate equal to LIBOR plus four percent (4.0%).

                       ARTICLE II - TERMS AND CONDITIONS

  2.01 Accrual and Calculation of Interest. Interest shall accrue pursuant
to this Restated Note on the Lehman Claim Amount at the Applicable Interest
Rate. Interest shall be computed hereunder based on a 360-day year, and
shall accrue for each and every day (365 days per year, 366 days per leap
year) on which any such indebtedness remains outstanding hereunder. In
computing the number of days during which interest accrues, the day on which
funds are initially advanced shall be included regardless of the time of day
such advance is made, and the day on which funds are repaid shall be
included unless repayment is credited prior to close of business. The entire
principal indebtedness now evidenced by this Restated Note shall be
conclusively deemed to have been advanced as of the date hereof Payments in
federal funds immediately available in the place designated for payment
received by Lender prior to 2:00 p.m. local time at said place of payment
shall be credited prior to close of business, while other payments may, at
the option of Lender, not be credited until immediately available to Lender
in federal funds in the place designated for payment prior to 2:00 p.m.
local time at said place of payment on a day on which Lender is open for
business.
  2.02  Payments of Principal and Interest.

    (a) Borrower shall make monthly payments of interest under this Restated
Note as follows:

      (i) On each Interest Payment Due Date through and including June 15,
2005, Borrower shall pay to Lender a portion of the interest accrued under
Section 2.01 of this Restated Note in an amount equal to the interest
accrued during the immediately preceding Interest Period on the Adjusted
Lehman Claim Amount at the Stabilized Interest Pay Rate.

      (ii) (A) Notwithstanding the interest payment terms of Section
2.02(a)(i) hereinabove, provided that no Event of Default shall have
occurred, and subject to the obligation of Borrower to make the interest
payment on November 15, 2003 required to be made pursuant to 2.02(a)(ii)(B)
herein below, Borrower shall be entitled, at its election, to pay interest
on the Interest Payment Due Dates of June 15, 2003, through and including
October 15, 2003 (the "Deferring Interest Payments"), only in an amount
equal to interest accrued during the Interest Period immediately preceding
each such Interest Payment Due Date on the Adjusted Lehman Claim Amount at
the Initial Interest Pay Rate.
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            (B) In the event Borrower shall have elected to make the
Deferring Interest Payments on the Interest Payment Due Dates through and
including October 15, 2003, in accordance with and subject to the terms and
conditions of Section 2.02(a)(ii)(A) hereinabove, then on November 15, 2003,
Borrower shall make an interest payment equal to all interest accrued and
unpaid on the Adjusted Lehman Claim Amount through and including October 31,
2003, at the Stabilized Interest Pay Rate less the total Deferring Interest
Payments actually received by Lender.

    (b) If the Bankruptcy Court hereafter approves, by entry of its order in
the Bankruptcy Case, priority expenses of the Borrower which, in the
aggregate, are less than $53,906.00 (the amount of such difference is herein
referred to as the "Priority Expense Reduction"), then, as required by
Section 5.5.2(e) of the Plan, Borrower shall make a principal payment in an
amount equal to the Priority Expense Reduction (the "Priority Expense
Reduction Principal Payment") on the date such order is so entered.

    (c) If the Bankruptcy Court hereafter approves, by entry of its order in
the Bankruptcy Case, administrative expenses of the Borrower which, in the
aggregate, are less than $350,000.00 (the amount of any such difference is
herein referred to as the "Administrative Expense Reduction"), then, as
required by Section 5.5.2(e) of the Plan, Borrower shall make a principal
payment in an amount equal to the Administrative Expense Reduction (the
"Administrative Expense Reduction Principal Payment") on the date such order
is so entered.

    (d) On the Maturity Date, the entire outstanding principal balance of
this Restated Note, constituting the Lehman Claim Amount, together with all
accrued and unpaid interest thereon at the Applicable Interest Rate, shall
be due and payable in full.

    (e) All payments (both principal and interest) due under this Restated
Note shall be payable without setoff, counterclaim, or any other deduction
whatsoever.

  2.03  Prepayment.

    (a) The principal indebtedness evidenced by this Restated Note may be
prepaid in whole, but not in part (except as otherwise specifically provided
in Section 2.03(b), below), provided (i) written notice of such prepayment
is received by Lender not less than thirty (30) days prior to the date of
such prepayment, (ii) such prepayment is accompanied by all interest accrued
but unpaid hereunder (or, in the case of a permitted partial prepayment,
that portion of such accrued interest which is attributable to the principal
sum prepaid) and all other sums due hereunder or under the other Restated
Loan Documents, and (hi) if such prepayment is made other than on the first
day of a calendar month, such prepayment is also accompanied by the
prepayment premium required pursuant to Section 2.03(c) hereinbelow.

    (b) Partial prepayments of this Restated Note shall not be permitted,
without Lender's prior written consent, except (i) partial prepayments
resulting from Lender applying insurance or condemnation proceeds to reduce
the outstanding principal balance of this Restated Note as provided in the
Restated Deed of Trust; (ii) the partial prepayment resulting from the
application of disbursements made in accordance with the Restated Lockbox
Agreement (as hereinafter defined); and (iii) partial prepayments resulting

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from a Priority Expense Reduction Principal Payment or an Administrative
Expense Reduction Principal Payment. Any such partial principal prepayments
shall be deemed to also reduce the Adjusted Lehman Claim Amount.

    (c) In the event that Borrower shall prepay any portion of the principal
evidenced by this Restated Note other than on the first day of a calendar
month, then Borrower shall pay, in addition to all other amounts required to
be paid under Sections 2.03(a) and 2.03(b) hereinabove, a prepayment premium
equal to the amount of interest which would have accrued on the principal
amount so prepaid during the remainder of the calendar month following the
last day for which interest accrued on said amount so prepaid. The
prepayment premium provided for herein shall be due, to the extent permitted
by applicable law, under any and all circumstances where all or any portion
of this Restated Note is paid prior to the Maturity Date and other than on
the first day of a calendar month, whether such prepayment is voluntary or
involuntary, even if such prepayment results from Lender's exercise of its
rights upon Borrower's default and acceleration of the Maturity Date of this
Restated Note (irrespective of whether foreclosure proceedings have been
commenced), and shall be in addition to any other sums due hereunder or
under any of the other Restated Loan Documents. No tender of a prepayment of
this Restated Note with respect to which a prepayment fee is due shall be
effective unless such prepayment is accompanied by the prepayment fee.

  2.04 Security. The indebtedness evidenced by this Restated Note and the
obligations created hereby are secured by, among other things (i) the
Restated Deed of Trust relating to Broadwater Beach Hotel and Resort, the
Sun Golf Course, related properties, and all other assets of Borrower
(collectively, the "Security Property") and to be recorded in the real
property records of the Second Judicial District, Harrison County,
Mississippi, on or about the date hereof and (ii) that certain Amended and
Restated Security Agreement and Lockbox Agreement, dated as of the date
hereof, executed by and among Borrower, Lender, and TriMont Real Estate
Advisors, Inc., as Lender's loan servicer (the "Restated Lockbox
Agreement"). All of the terms and provisions of the Restated Loan Documents
are incorporated herein by reference. The Restated Deed of Trust and certain
of the other Restated Loan Documents are to be filed for record on or about
the date hereof in the appropriate public records.

  2.05 Late Charge. If any sum payable under this Restated Note (other than
the final payment of the principal balance due on the Maturity Date) is not
paid prior to the tenth (10th) day following the date such sum is due, then
Borrower shall pay to Lender on demand an amount equal to four percent
(4.0%) of such past due sum to defray the expenses incurred by Lender in
handling and processing such delinquent payment and to compensate Lender for
the loss of use of such delinquent payment, and such amount shall be secured
by the Restated Deed of Trust and the other Restated Loan Documents.

  2.06  Default; Default Interest Rate.

    (a) It is hereby expressly agreed that should any payment of principal
or interest required under this Restated Note not be made on or before the
applicable Interest Payment Due Date or the applicable Interim Principal
Payment Due Date which is not cured within any grace or cure period (if any)
applicable thereto pursuant to Section 2.06(b), below, should any other
default occur under any of the Restated Loan Documents which is not cured
within any grace or cure period (if any) applicable thereto, or should any

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other Event of Default occur, then an event of default shall exist
hereunder, and in such event the indebtedness evidenced hereby, including
all sums advanced or accrued hereunder or under any of the other Restated
Loan Documents, and all unpaid interest accrued thereon, shall, at the
option of Lender and without notice to Borrower, at once become due and
payable and may be collected forthwith, whether or not there has been a
prior demand for payment and regardless of the stipulated Maturity Date. So
long as any default exists hereunder, regardless of whether or not there has
been an acceleration of the indebtedness evidenced hereby, and at all times
after maturity of the indebtedness evidenced hereby (whether by acceleration
or otherwise), interest shall accrue on the outstanding principal balance of
this Restated Note (being the Lehman Claim Amount) at a rate per annum (the
"Default Interest Rate") equal to four percent (4.0%) plus the Applicable
Interest Rate which would be in effect hereunder absent such default or
maturity, or, if such increased rate of interest may not be collected under
applicable law, then at the maximum rate of interest, if any, which may be
collected from Borrower under applicable law, and such default interest
shall be immediately due and payable. Borrower acknowledges that it would be
extremely difficult or impracticable to determine Lender's actual damages
resulting from any late payment or default, and such late charges and
default interest are reasonable estimates of those damages and do not
constitute a penalty. The remedies of Lender in this Restated Note or in any
of the other Restated Loan Documents, or otherwise available at law or in
equity, shall be cumulative and concurrent, and may be pursued singly,
successively, or concurrently in Lender's discretion. In the event this
Restated Note, or any part hereof, is collected by or through an
attorney-at-law, Borrower agrees to pay all costs of collection including,
but not limited to, reasonable attorneys' fees and expenses.

    (b) Notwithstanding any provision in Section 2.06(a), above, or
elsewhere in this Restated Note to the contrary, Borrower shall be entitled
to written notice of any failure to timely deliver any monthly interest
payment and to cure any such default within thirty (30) days after receipt
of any such payment default notice, provided, however, that Lender shall not
be obligated to give any such payment default notice or to afford Borrower
any such thirty (30) day cure period, and Borrower shall not be entitled to
receive any such payment default notice or to have any such thirty (30) day
cure period, more than twice in any twelve (12) month period during the term
of this Restated Note (with the first such twelve (12) month period
commencing on the date hereof and ending on the day preceding that date
which is the first annual anniversary of the date hereof). Borrower shall be
deemed to have received any such payment default notice which (i) is not
deliverable to Borrower at the address set forth hereinabove in this
Restated Note or (ii) if Borrower shall refuse to accept delivery at such
address.

  2.07  Limitations on Recourse.

    (a) Notwithstanding anything in the Restated Loan Documents to the
contrary, but subject to the qualifications hereinbelow set forth, Lender
agrees that (i) Borrower shall be liable upon the indebtedness evidenced
hereby and for the other obligations arising under the Restated Loan
Documents to the full extent (but only to the extent) of the security
therefore, the same being all properties (whether real or personal), rights,
estates and interests now or at any time hereafter securing the payment of
this Note and/or the other obligations of Borrower under the Restated Loan
Documents (collectively, the "Security Property"), (ii) if default occurs in
the timely

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and proper payment of all or any part of such indebtedness evidenced hereby
or in the timely and proper performance of the other obligations of Borrower
under the Restated Loan Documents, then, except as may be expressly set
forth in any indemnity or guaranty securing this Restated Note, or in any of
the other Restated Loan Documents (A) any judicial proceedings brought by
Lender against Borrower or any indemnitor or guarantor of the indebtedness
evidenced by this Restated Note, shall be limited to the preservation,
enforcement and foreclosure, or any thereof, of the liens, security titles,
estates, assignments, rights and security interests now or at any time
hereafter securing the payment of this Restated Note and/or the other
obligations of Borrower under the Restated Loan Documents, and (B) no
attachment, execution or other writ of process shall be sought, issued or
levied upon any assets, properties or funds of Borrower or such indemnitor
or guarantor other than the Security Property except with respect to the
liability described below in this Section and in such indemnities and
guaranties, and (hi) except as may be expressly set forth in any indemnity
or guaranty securing this Restated Note, or in any of the other Restated
Loan Documents, in the event of a foreclosure of such liens, security
titles, estates, assignments, rights or security interests securing the
payment of this Restated Note and/or the other obligations of Borrower under
the Restated Loan Documents, no judgment for any deficiency upon the
indebtedness evidenced hereby shall be sought or obtained by Lender against
Borrower or any indemnitor or guarantor, except with respect to the
liability described below in this Section 2.07 and/or to the extent
necessary to enforce Lender's rights with respect to the Security Property.

    (b) Notwithstanding the provisions of Section 2.07(a), above, Borrower
and "Guarantors" (as defined in this Section 2.07(b), below) shall be fully
and personally liable and subject to legal action for, and shall indemnify
Lender for and with respect to, (i) proceeds paid under any insurance
policies (or paid as a result of any other claim or cause of action against
any person or entity) by reason of damage, loss or destruction to all or any
portion of the Security Property, to the full extent of such proceeds not
previously delivered to Lender, but which, under the terms of the Restated
Loan Documents, should have been delivered to Lender; (ii) proceeds or
awards resulting from the condemnation or other taking in lieu of
condemnation of all or any portion of the Security Property, to the full
extent of such proceeds or awards not previously delivered to Lender, but
which, under the terms of the Restated Loan Documents, should have been
delivered to Lender; (hi) all tenant security deposits or other refundable
deposits paid to or held by Borrower or any other person or entity in
connection with leases of all or any portion of the Security Property which
are not applied in accordance with the terms of the applicable lease or
other agreement, or which are not delivered to Lender upon a foreclosure of
the Security Property or action in lieu thereof, unless such deposits have
previously been delivered to Lender's servicer pursuant to the Restated
Lockbox Agreement; (iv) rent and other payments received from tenants under
leases of all or any portion of the Security Property paid more than one
month in advance, except to the extent such rent and other payments have
been deposited in the "Lockbox Account" established pursuant to the Restated
Lockbox Agreement; (v) rents, issues, profits, revenues and proceeds of
accounts or general intangibles of all or any portion of the Security
Property received or applicable to a period after any notice of default from
Lender under the Restated Loan Documents, except to the extent such rents,
issues, profits or revenues have been deposited in the "Lockbox Account"
established pursuant to the Restated Lockbox Agreement; (vi) waste committed
on the Security Property, damage to the Security Property as a result of the
intentional misconduct or negligence of Borrower or any of its

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principals, officers or general partners, or any agent or employee of such
persons, or any removal or disposal of the Security Property in violation of
the terms of the Restated Loan Documents; (vii) any valid taxes,
assessments, mechanic's liens, materialmen's liens or other liens not paid
to the appropriate payee which could create liens on any portion of the
Security Property which would be superior to the lien or security title of
the Restated Deed of Trust or the other Restated Loan Documents, to the full
extent of the amount claimed by any such lien claimant; (viii) all
obligations and indemnities of Borrower under the Restated Loan Documents
relating to hazardous or toxic substances or compliance with environmental
laws and regulations to the full extent of any losses or damages (including
those resulting from diminution in value of any Security Property) incurred
by Lender as a result of the existence of such hazardous or toxic substances
or failure to comply with environmental laws or regulations; (ix) failure of
the Security Property to be in compliance with the requirements of the
Americans with Disabilities Act of 1990, the Fair Housing Amendments Act of
1988, all state and local laws and ordinances related to handicapped access
and all rules, regulations, and orders issued pursuant thereto including,
without limitation, the Americans with Disabilities Act Accessibility
Guidelines for Buildings and Facilities; (x) failure to operate and maintain
the Security Property in accordance with other laws, ordinances and
regulations relating thereto; (xi) all obligations of Borrower under the
Restated Loan Documents to indemnify, hold harmless or defend Lender against
any claims, actions or demands against Lender relating to the loan evidenced
hereby, the Restated Loan Documents or the Property other than those finally
determined to have resulted solely from the gross negligence or willful
misconduct of Lender; (xii) fraud or material misrepresentation by Borrower
or any member or general partner in Borrower, or by any principals, officers
or general partners of Borrower or any member or general partner in
Borrower, or by any guarantor, any indemnitor or any agent, employee or
other person authorized or apparently authorized to make statements or
representations on behalf of Borrower or any member or general partner in
Borrower, or on behalf of any principal, officer or general partner of
Borrower or of any member or general partner in Borrower, or on behalf of
any guarantor or any indemnitor, to the full extent of any losses, damages
and expenses incurred by Lender on account thereof; (xiii) the amount of any
loss or damage to the Security Property resulting from flood or earthquake,
to the extent such loss or damage is not covered by flood or earthquake
insurance, respectively (whether such lack of coverage results from coverage
limits, deductibles, coinsurance provisions, or otherwise); (xiv) the amount
of any loss, damage or liability incurred by Lender as a result of
Borrower's hazard insurance coverage on the Security Property being less
than full replacement cost coverage; (xv) any loss of the Security Property
due to forfeiture thereof or of any portion thereof or interest therein as a
result of any criminal or quasi-criminal activity by Borrower (or any person
so related to Borrower or the Security Property that the Security Property
or any portion thereof or any interest therein might be forfeited on account
of the activity of such person), to the full extent of the diminution in the
net realizable value to Lender of the Security Property; (xvi) costs and
expenses (including, without limitation, attorney's fees) incurred by Lender
in the enforcement of Lender's rights and remedies under this Restated Note
or any of the other Restated Loan Documents, or at law or in equity with
respect to the loan evidenced and secured by the Restated Loan Documents;
and (xvii) the amount of any loss, damage or liability incurred by Lender as
a result of any default under, transfer or assignment of, or cancellation,
rejection, surrender, amendment or modification of that certain Ground Lease
Agreement, dated May 24, 1995, by and between the Mississippi

                                    9

<PAGE> 49
Division of the United Sons of Confederate Veterans (the "Confederate
Veterans") and BH Acquisition Corporation, as assigned to Borrower (the
"Lease"), including, without limitation, any losses, costs or expenses
incurred in connection with construction of substitute fairways, tee boxes
and greens and any other improvements presently located on the property
affected by the Lease, including the costs of obtaining any necessary
governmental consents or approvals, permits or rezonings for such purpose.
Nothing contained in this Section 2.07 shall (A) be deemed to be a release
or impairment of the indebtedness evidenced by this Restated Note or the
other obligations of Borrower under the Restated Loan Documents or the lien
of the Restated Loan Documents upon the Security Property, or (B) preclude
Lender from foreclosing the Restated Loan Documents in case of any default
or from enforcing any of the other rights of Lender except as stated in this
section, or (C) limit or impair in any way whatsoever the Indemnity and
Guaranty Agreement, dated as of July 22, 1997, executed and delivered by
President Casinos, Inc., and President Riverboat Casino-Mississippi, Inc.
(collectively, "Guarantors" and individually, a "Guarantor") in connection
with the indebtedness evidenced by this Restated Note or release, relieve,
reduce, waive or impair in any way whatsoever, any obligation of any party
to such Indemnity and Guaranty Agreement.

    (c) Notwithstanding the provisions of Section 2.07(a), above, the
agreement of Lender not to pursue recourse liability as set forth in such
Section 2.07(a) SHALL BECOME NULL AND VOID and shall be of no further force
or effect and this Restated Note shall become fully recourse to Borrower in
the event: (i) of a voluntary bankruptcy filing by Borrower, any member or
general partner in Borrower, any Guarantor, or President Riverboat
Casino-Mississippi, Inc. (i.e., PRCM) or any person or entity succeeding to
the rights of President Mississippi under that certain Restated Lease
Agreement dated November, 1992, and effective as of July 15, 1992, as
amended, between BH Acquisition Corporation and PRCM (PRCM and any such
person or entity succeeding to such rights under the Restated Lease
Agreement being hereinafter referred to as "Sublessee"), or an involuntary
filing against Borrower, any member or general partner in Borrower, any
Guarantor or Sublessee not dismissed within ninety (90) days (except if such
involuntary action is brought by Lender); (ii) of failure to permit on-site
inspections of the Security Property in accordance with the terms of the
Restated Deed of Trust or failure to deliver financial information as
required under the Restated Loan Documents, subject to any notice and right
to cure provisions set forth therein; (iii) any financial information
concerning Borrower, any member or general partner in Borrower, any
Guarantor or Sublessee submitted to Lender by any of them is fraudulent in
any respect, contains any fraudulent information or misrepresents in any
material respect the financial condition of Borrower, any member or general
partner in Borrower, any Guarantor or Sublessee; (iv) of Borrower's failure
to obtain Lender's prior written consent to any subordinate financing
secured by the Security Property as required under Section 1.13 of the
Security Instrument; (v) of Borrower's failure to obtain Lender's prior
written consent to any transfer of the Security Property or of any direct or
indirect ownership interest in Borrower to the extent such consent is
required under the Restated Loan Documents; or (vi) Borrower contests the
validity or enforceability of the Restated Loan Documents and/or asserts
defenses for the sole purpose of delaying, hindering or impairing Lender's
rights or remedies under the Restated Loan Documents or at law or in equity.

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<PAGE> 50
                       ARTICLE III - GENERAL CONDITIONS

  3.01 No Waiver; Amendment. No failure to accelerate the indebtedness
evidenced hereby by reason of default hereunder, acceptance of a partial or
past due payment, or indulgences granted from time to time shall be
construed (a) as a novation of this Restated Note or as a reinstatement of
the indebtedness evidenced hereby or as a waiver of such right of
acceleration or of the right of Lender thereafter to insist upon strict
compliance with the terms of this Restated Note, or (b) to prevent the
exercise of such right of acceleration or any other right granted hereunder
or by any applicable laws; and Borrower hereby expressly waives the benefit
of any statute or rule of law or equity now provided, or which may hereafter
be provided, which would produce a result contrary to or in conflict with
the foregoing. No extension of the time for the payment of this Restated
Note or any installment due hereunder made by agreement with any person now
or hereafter liable for the payment of this Restated Note shall operate to
release, discharge, modify, change, or affect the original liability of
Borrower under this Restated Note, either in whole or in part, unless Lender
agrees otherwise in writing. This Restated Note may not be changed orally,
but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, or discharge is sought.

  3.02 Waivers. Presentment for payment, notice of intention to accelerate,
notice of acceleration, demand, protest and notice of demand, protest, and
nonpayment and all other notices are hereby waived by Borrower. Borrower
hereby further waives and renounces, to the fullest extent permitted by law,
all rights to the benefits of any statute of limitations and any moratorium,
reinstatement, marshaling, forbearance, valuation, stay, extension,
redemption, appraisement, exemption, and homestead now or hereafter provided
by the Constitution and laws of the United States of America and of each
state thereof, both as to itself and in and to all of its property, real and
personal, against the enforcement and collection of the obligations
evidenced by this Restated Note or the other Restated Loan Documents.

  3.03 Limit of Validity. The provisions of this Restated Note and of all
agreements between Borrower and Lender, whether now existing or hereafter
arising and whether written or oral, are hereby expressly limited so that in
no contingency or event whatsoever, whether by reason of demand or
acceleration of the maturity of this Restated Note or otherwise, shall the
amount paid or agreed to be paid ("Interest") to Lender for the use,
forbearance or retention of the money loaned under this Restated Note exceed
the maximum amount permissible under applicable law. If, from any
circumstance whatsoever, performance or fulfillment of any provision hereof
or of any agreement between Borrower and Lender shall, at the time
performance or fulfillment of such provision shall be due, exceed the limit
for Interest prescribed by law or otherwise transcend the limit of validity
prescribed by applicable law, then, ipso facto, the obligation to be
performed or fulfilled shall be reduced to such limit and if, from any
circumstance whatsoever, Lender shall ever receive anything of value deemed
Interest by applicable law in excess of the maximum lawful amount, an amount
equal to any excessive Interest shall be applied to the reduction of the
principal balance owing under this Restated Note in the inverse order of its
maturity (whether or not then due) or at the option of Lender be paid over
to Borrower, and not to the payment of Interest. All Interest (including any
amounts or payments deemed to be Interest) paid or agreed to be paid to
Lender shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread

                                    11

<PAGE> 51
throughout the full period until payment in full of the principal balance of
this Restated Note so that the Interest thereof for such full period will
not exceed the maximum amount permitted by applicable law. This Section 3.03
shall control all agreements between Borrower and Lender.

  3.04 Use of Funds. Borrower hereby warrants, represents, and covenants
that all funds disbursed hereunder have been, and shall be, used for
business or commercial purposes and that no funds disbursed hereunder have
been, or shall be, used for personal, family, or household purposes.

  3.05 Unconditional Payment. Borrower is and shall be obligated to pay
principal, interest, and any and all other amounts which become payable
hereunder or under the other Restated Loan Documents absolutely and
unconditionally and without any abatement, postponement, diminution, or
deduction and without any reduction for counterclaim or setoff. In the event
that at any time any payment received by Lender hereunder shall be deemed by
a court of competent jurisdiction to have been a voidable preference or
fraudulent conveyance under any bankruptcy, insolvency, or other debtor
relief law, then the obligation to make such payment shall survive any
cancellation or satisfaction of this Restated Note or return thereof to
Borrower and shall not be discharged or satisfied with any prior payment
thereof or cancellation of this Restated Note, but shall remain a valid and
binding obligation enforceable in accordance with the terms and provisions
hereof, and such payment shall be immediately due and payable upon demand.

  3.06  SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

    (a) BORROWER, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT
COUNSEL, (I) SUBMITS TO PERSONAL JURISDICTION IN THE STATE WHERE THE
PROPERTY IS LOCATED OVER ANY SUIT, ACTION, OR PROCEEDING BY ANY PERSON
ARISING FROM OR RELATING TO THIS RESTATED NOTE, (II) AGREES THAT ANY SUCH
ACTION, SUIT, OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE COUNTY WHERE THE PROPERTY IS LOCATED, (III)
SUBMITS TO THE JURISDICTION OF SUCH COURTS AND, (IV) TO THE FULLEST EXTENT
PERMITTED BY LAW, AGREES THAT BORROWER WILL NOT BRING ANY ACTION, SUIT, OR
PROCEEDING IN ANY FORUM OTHER THAN SUCH COURTS IN THE COUNTY IN WHICH THE
PROPERTY IS LOCATED (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO
BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM), PROVIDED, HOWEVER,
THAT PURSUANT TO THE CONFIRMATION ORDER ANY DISPUTE BY BORROWER ARISING AS
TO THE INTERPRETATION OF THIS RESTATED NOTE OR ANY OF THE OTHER RESTATED
LOAN DOCUMENTS OR ANY CLAIM BY BORROWER THAT LENDER IS ACTING IN VIOLATION
OF ANY OF ITS OBLIGATIONS UNDER THIS RESTATED NOTE OR UNDER ANY OF THE OTHER
RESTATED LOAN DOCUMENTS SHALL BE BROUGHT BY BORROWER ONLY BEFORE THE
BANKRUPTCY COURT WHICH HAS RETAINED EXCLUSIVE JURISDICTION TO HEAR AND TO
DETERMINE ANY SUCH DISPUTE OR CLAIM FOR A PERIOD OF THREE YEARS AFTER THE
EFFECTIVE DATE (AS DEFINED IN THE PLAN, AND WHICH DEFINITION IS INCORPORATED
HEREIN BY THIS REFERENCE). BORROWER FURTHER CONSENTS AND AGREES TO SERVICE
OF ANY SUMMONS, COMPLAINT, OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION,
OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO
BORROWER AT THE ADDRESS FOR NOTICES DESCRIBED IN THE PREAMBLE HEREOF, AND
CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE, IN EVERY RESPECT,
VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR
EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

    (b) BORROWER AND LENDER, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY

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<PAGE> 52
KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY, WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, WAIVE, RELINQUISH, AND FOREVER FORGO THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY
WAY RELATING TO THIS RESTATED NOTE OR ANY CONDUCT, ACT, OR OMISSION OF
LENDER OR BORROWER, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS,
MANAGERS, EMPLOYEES, AGENTS, OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED
WITH LENDER OR BORROWER, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE.

  3.07 Amendment and Restatement. This Restated Note constitutes an
amendment and restatement of the Existing Note in its entirety. This
Restated Note is executed and delivered pursuant to the Plan and
Confirmation Order, and the Plan and Confirmation Order are incorporated
into this Restated Note by this reference with the same force and effect as
if the provisions of the Plan and the Confirmation Order were set forth
verbatim herein, including, without limitation, all terms and provisions of
the Plan and Confirmation Order pursuant to which Borrower waives future
rights under the United States Bankruptcy Code.

  3.08 Miscellaneous. The Statement of Background set forth hereinabove is
an integral part of this Restated Note and is incorporated herein by this
reference. Borrower hereby acknowledges and agrees that the statements set
forth in the Statement of Background are accurate and that Borrower shall
not hereafter assert that any of such statements is inaccurate. This
Restated Note shall be interpreted, construed, and enforced according to the
laws of the State of Mississippi without giving effect to its principles of
choice of law or conflicts of law. The terms and provisions hereof shall be
binding upon and inure to the benefit of Borrower and Lender and their
respective heirs, executors, legal representatives, successors,
successors-in-title, and assigns, whether by voluntary action of the parties
or by operation of law. As used herein, the terms "Borrower" and "Lender"
shall be deemed to include their respective heirs, executors, legal
representatives, successors, successors-in-title, and assigns, whether by
voluntary action of the parties or by operation of law. If Borrower consists
of more than one person or entity, each shall be jointly and severally
liable to perform the obligations of Borrower under this Restated Note. All
personal pronouns used herein, whether used in the masculine, feminine or
neuter gender, shall include all other genders; the singular shall include
the plural, and vice versa. Titles of articles and sections are for
convenience only and in no way define, limit, amplify or describe the scope
or intent of any provisions hereof. Time is of the essence with respect to
all provisions of this Restated Note. This Restated Note and the other
Restated Loan Documents contain the entire agreements between the parties
hereto relating to the subject matter hereof and thereof, and any and all
prior written agreements and any and all prior and contemporaneous oral
agreements relative hereto and thereto which are not contained herein or
therein are terminated.

                    ARTICLE IV - DISCOUNTED PAYMENT TERMS

  4.01 Discount for Early Repayment of Restated Loan. Notwithstanding
anything to the contrary in this Restated Note, and PROVIDED NO EVENT OF
DEFAULT SHALL HAVE OCCURRED, Lender shall accept the following amounts if
received by wire transfer in accordance with the following terms and
conditions:

    (a) Early Retirement Date. Pursuant to Section 5.5.3 of the Plan,

                                    13


<PAGE> 53
Borrower shall be deemed to have paid the entire indebtedness evidenced by
this Restated Note in full if, on or before November 1, 2003, Borrower shall
pay to Lender (i) the entire principal balance of the Adjusted Lehman Claim
Amount then outstanding less THREE MILLION FIVE HUNDRED THOUSAND AND
NO/100THS DOLLARS ($3,500,000.00), plus (ii) all accrued and unpaid interest
on the Adjusted Lehman Claim Amount at the Initial Interest Pay Rate as of
the date of such payment to Lender.

    (b) Extended Maturity Date. Pursuant to Section 5.5.4 of the Plan,
Borrower shall be deemed to have paid the entire balance of this Restated
Note in full if, after November 1, 2003, but on or before the Maturity Date,
Borrower shall pay to Lender (i) the entire principal balance of the
Adjusted Lehman Claim Amount then outstanding, plus (ii) all accrued and
unpaid interest on the Adjusted Lehman Claim Amount at the Stabilized
Interest Pay Rate as of the date of such payment to Lender.

    (c) Time of the Essence. Without limiting to the terms of Section 3.08
hereof, it is acknowledged and agreed that TIME IS OF THE ESSENCE WITH
RESPECT TO THE TERMS AND PROVISIONS OF THIS ARTICLE IV.

                [BALANCE OF PAGE IS INTENTIONALLY LEFT BLANK.]

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<PAGE> 54
  IN WITNESS WHEREOF, Borrower has executed this Restated Note, under seal,
as of the date first above written.

                                  PRESIDENT BROADWATER HOTEL, L.L.C.,
                   a Mississippi limited liability company

                  By: Broadwater Hotel, Inc., a Mississippi
                        corporation, its sole Manager

                                       By: /s/ John S. Aylsworth
                                          ---------------------------
                           Name: John S. Aylsworth
                                               ----------------------
                           Title: President & COO
                                                ---------------------

                              (CORPORATE SEAL)

                                   15
<PAGE> 55
  AGREED TO AND APPROVED pursuant to the Confirmation Order as of the date
and year first hereinabove written.

                                    LEHMAN BROTHERS HOLDINGS
                                    INC., a Delaware corporation

                                    By: /s/ David S. Broderick
                                       ----------------------------------
                                       Name: David S. Broderick
                                            -----------------------------
                         Title: Authorized Signatory



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