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Exhibit
10.10(b)



FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT




     This First Amendment to Amended and Restated Lease Agreement (the “First Amendment”) is
entered into effective as of October 26, 1995 between GREENVILLE MARINE CORPORATION, with its
principal place of business at P.O. Box 539, Greenville, Washington County, Mississippi
(“Lessor”) and GREENVILLE RIVERBOAT, LLC, with its principal place of business at 201 N. Lakefront
Drive, Greenville, Washington County, Mississippi (“Lessee”), who agree as follows:



     1. Recitals. Lessor and Rainbow Entertainment, Inc. (“Rainbow”) entered into an
Amended and Restated Lease Agreement dated January 20, 1995 (the “Lease”). By Assignment and
Assumption of Lease dated October 24, 1995, Rainbow assigned all of its right, title and interest
in and to the Lease to Lessee. The parties hereto desire to amend the Lease in accordance with this
First Amendment.



     2. Amendment.



          (a) The third sentence of Section 1 is hereby amended by deleting “excepted from” and
inserting in lieu thereof “included in”; and the last sentence of Section 1 is hereby deleted.




          (b) The last sentence of Section 2.1 is hereby amended by adding the following before the
period:




                “, bar, or other related facilities”.



          (c) Sections 5.3 and 5.4 of the Lease are hereby
amended in their entirety to read as follows:





5.3 Lessee shall have the right to sublease up to two and one-half (2 1/2) acres of
the Premises (the “Subparcel”) to Wimar Tahoe Corporation or any affiliate of Wimar
Tahoe Corporation (“Subtenant”) on such terms and conditions as Lessee determines are
acceptable in its reasonable business judgment (the “Sublease”) . The Lessee shall
deliver to the Lessor a copy of any Sublease or any amendment or modification
thereto, and Lessor acknowledges receipt of the Sublease Agreement dated June 26,
1996 between Lessee and Sargasso Corporation, an affiliate of Wimar Tahoe
Corporation. The Subtenant shall have the right to develop, construct and operate a
motel, hotel, restaurant, bar, business office, entertainment facilities for the
performing arts, or other related facilities on the Subparcel; provided, however, the
Subparcel will not be utilized in any way for gaming purposes or operations, except
that which is operated at the Premises by the Lessee (or the Lessor and his



 









 






assigns if this Lease is terminated). Any motel or hotel shall be constructed and
maintained as a quality facility similar to hotels and motels operated under
nationally-known franchises which charge the same rates as Subtenant. Any restaurant or
bar shall be constructed and maintained as a quality facility. Subtenant shall agree to
keep all facilities in good condition and repair, excepting ordinary wear and tear, and
such covenant shall be enforceable by Lessor. Subtenant and Lessee shall share parking
availability on the Premises as agreed in the Sublease. In the event that this Lease
is terminated for any reason, Lessor agrees not to disturb, terminate, or alter in any
manner the tenancy of the Subtenant under the Sublease, so long as the Subtenant
attorns to the Lessor. Upon Subtenant agreeing to such attornment, Subtenant’s tenancy
shall not be disturbed so long as it complies with all the terms and conditions of the
Sublease; provided that the Subtenant’s rent payable to Lessor in such event shall be
$6,250 per month, increased annually from the date hereof by a percentage equal to the
increase, if any, in the Consumer Price Index, All Urban Consumers, or the sum actually
due under the Sublease, whichever is greater. Subtenant shall have the right to grant
a mortgage on or assign under a deed of trust, all of the Subtenant’s sublease interest
in the subparcel upon the terms and conditions contained in Section 12.




5.4 At Lessee’s request and expense, Lessor shall fully cooperate in the subdivision
of the Premises to make the Subparcel a separate parcel.



(d) Section 10 is hereby amended by adding the following at the end of that Section:





Lessee agrees to indemnify Lessor from any claims, demands, liabilities,
costs, fees, and expenses (including reasonable attorney’s fees) arising
out of Lessor’s lease to Lessee on that portion of the Premises conveyed
by William Yerger to the City of Greenville recorded in Book 114 at Page
354 of the Land Records in the office of the Chancery Clerk of Washington
County, Mississippi. At Lessee’s request and expense, Lessor shall assist
and cooperate with Lessee in establishing or maintaining the position
that the restrictions set forth in such conveyance are invalid,
unenforceable, or otherwise of no force or effect.



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          (e) In the last sentence of Section 15.3 of the Lease,
insert the following after the word “hotel”:





“, motel, restaurant, bar, business office, entertainment facilities for the
performing arts, or other related facilities”.



          (f) Section 23 of the Lease is hereby amended by adding the
following at the end of that Section:





The invalidity or unenforceability of any provision of this Lease or the
application thereof to any property, person or circumstance, to any
extent, for any reason, shall not affect the validity or enforceability
of the remainder of such provision, any other provision hereof, or the
remainder of this Lease, or the application of any provision to any other
property, person, or circumstance, and, provided the essential purpose of
this Lease is maintained, this Lease shall be reformed to the extent
necessary to effectuate the foregoing, it being intended that the rights
and obligations of the parties hereto be enforceable to the fullest
extent permitted by law.



          (g) In Section 25 of the Lease, all of the language beginning with “If To Lessee” is hereby
deleted and replaced with the following:




	 	 	 	 	 	 	 
	 

	 	If To Lessee:
	 	Wimar Tahoe Corporation, Manager
	 	 
	 

	 	 	 	Greenville Riverboat, LLC	 	 
	 

	 	 	 	207 Grandview Drive	 	 
	 

	 	 	 	Ft. Mitchell, KY 41017	 	 
	 

	 	 	 	Attn: William C. Beegle, Vice President	 	 






          3.
Remainder of Lease. Except as amended by this First Amendment, the Lease shall
remain in full force and effect.




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     IN WITNESS WHEREOF, the parties have executed this document effective as of the date first
above written.



	 	 	 	 	 	 	 
	 	 	GREENVILLE MARINE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ D. John Nichols
 

D. John Nichols, President
	 	 
	 
	 	 	 	 	 	 
	 	 	GREENVILLE RIVERBOAT, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wimar Tahoe Corporation,
Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William J. Yung
 

William J. Yung, President
	 	 






	 	 	 	 	 	 	 	 	 
	State of Mississippi

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	SS	 	 
	County of Washington

	 	 	)	 	 	 	 	 






     The foregoing instrument was acknowledged before me this 1st day of November, 1996 by D.
John Nichols, President of Greenville Marine Corporation, a Mississippi Corporation, on
behalf of the Corporation.



	 	 	 	 	 
	 

	 	/s/ [ILLEGIBLE]
 

Notary Public
	 	 
	 

	 	My commission expires: 11-11-99	 	 






	 	 	 	 	 	 	 	 	 
	State of Kentucky

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	SS	 	 
	County of Kenton

	 	 	)	 	 	 	 	 






     The foregoing instrument was acknowledged before me this 7th day of October, 1996 by
William J. Yung, President of Wimar Tahoe Corporation, a Nevada Corporation, on behalf of such
Corporation as Manager of Greenville Riverboat, LLC., a Mississippi Limited Liability Company, on
behalf of the Company.



	 	 	 	 	 
	 

	 	/s/ [ILLEGIBLE]
 

Notary Public
	 	 
	 

	 	My Commission Expires Oct. 24, 1998	 	 






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