exv10w11



 





EXHIBIT
10.11




AMENDED AND RESTATED




MASTER AGREEMENT OF PURCHASE AND SALE




BETWEEN




THE MAYOR AND ALDERMEN




OF THE CITY OF VICKSBURG, MISSISSIPPI




AND




COLUMBIA PROPERTIES VICKSBURG, LLC,




A MISSISSIPPI LIMITED LIABILITY COMPANY















 








TABLE OF CONTENTS




	 	 	 	 	 
	DEFINITIONS 
	 	 	1	 
	ARTICLE 1 
	 	 	5	 
	Section 1.01 Columbia’s Payments to the City Upon Transfer of Riverboat Casino 
	 	 	5	 
	Section 1.01.1. Amount of Payments 
	 	 	5	 
	Section 1.01.2. Timing and Reporting of Payments 
	 	 	6	 
	Section 1.01.3. Means of Payment 
	 	 	6	 
	Section 1.01.4. Columbia’s Accounting Records 
	 	 	6	 
	Section 1.01.5. City’s Right to Audit 
	 	 	6	 
	Section 1.01.7. Late Payment 
	 	 	7	 
	 
	ARTICLE 2. SHORESIDE FACILITIES SITES DEVELOPMENT 
	 	 	7	 
	Section 2.01. Shoreside Facilities Sites Development 
	 	 	7	 
	Section 2.02. Columbia’s Right to Perform Alterations and Construct Additions to Casino
Support Facilities 
	 	 	8	 
	Section 2.03. Floodwall 
	 	 	8	 
	Section 2.04. Columbia’s Obligation to Maintain Casino Support Facilities 
	 	 	8	 
	Section 2.05. Insurance 
	 	 	8	 
	Section 2.05.1. Columbia to Insure 
	 	 	9	 
	Section 2.05.1.1. Casualty 
	 	 	9	 
	Section 2.05.1.2. Liability 
	 	 	9	 
	Section 2.05.1.3. Workers’ Compensation 
	 	 	9	 
	Section 2.05.1.4. Other 
	 	 	10	 
	Section 2.05.2. Nature of Insurance Program 
	 	 	10	 
	Section 2.05.3. Policy Requirements and Endorsements 
	 	 	10	 
	Section 2.05.3.1. Additional Insureds 
	 	 	10	 
	Section 2.05.3.2. Primary Coverage 
	 	 	10	 
	Section 2.05.3.3 Columbia’s Acts or Omissions 
	 	 	10	 
	Section 2.05.3.4. Insurance Carrier Standards 
	 	 	10	 
	Section 2.05.3.5. Notice to the City 
	 	 	10	 
	Section 2.05.4. Deliveries to the City 
	 	 	10	 
	Section 2.05.5. Blanket and Umbrella Policies 
	 	 	11	 
	Section 2.05.6. Columbia’s Inability to Obtain Insurance 
	 	 	11	 
	Section 2.05.7. Waiver of Certain Claims 
	 	 	11	 
	Section 2.05.8. No Representation of Adequate Coverage 
	 	 	11	 
	Section 2.06. Damage or Destruction 
	 	 	11	 
	Section 2.06.1. Notice; No Payment Abatement 
	 	 	12	 
	Section 2.06.2. Adjustment of Claims; Use of Insurance Proceeds 
	 	 	12	 
	Section 2.06.3 Depository 
	 	 	12	 
	Section 2.07. Quiet Enjoyment 
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 3. CITY GARAGES 
	 	 	13	 






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	Section 3.01. City Garages 
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 4. INITIAL RIVERBOAT CASINO 
	 	 	13	 
	Section 4.01. Initial Riverboat Casino 
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 5. ADDITIONAL COLUMBIA RIVERBOAT CASINO 
	 	 	14	 
	Section 5.01. Additional Columbia Riverboat Casino 
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 6. CASINO DEVELOPMENT RESTRICTION ON THIRD PARTIES 
	 	 	15	 
	Section 6.01. Casino Development Restriction on Third Parties 
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 7. TERMINATION FEE 
	 	 	16	 
	Section 7.01. Termination Fee 
	 	 	16	 
	Section 7.02. Permanent Removal of Second Riverboat Casino But First Riverboat Casino Remains in
Operation
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 8. EMPLOYMENT IN LOCAL COMMUNITY 
	 	 	18	 
	Section 8.01. Employment in Local Community 
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 9. CITY’S REVERSIONARY INTEREST IN SHORESIDE FACILITIES SITES 
	 	 	18	 
	Section 9.01. City’s Reversionary Interest 
	 	 	18	 
	Section 9.02. Exchange of Deeds 
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 10. CLAUSES TO ENSURE MORTGAGEABILITY OF THE SHORESIDE
FACILITIES SITES
	 	 	19	 
	Section 10.01. Rights to Mortgage Shoreside Facilities Sites 
	 	 	19	 
	Section 10.02. Estoppel Certificates 
	 	 	19	 
	Section 10.02.1. Rights of Each Party 
	 	 	19	 
	Section 10.02.2. Failure to Execute Estoppel Certificate 
	 	 	19	 
	Section 10.02.3. Delivery of Estoppel Certificates 
	 	 	20	 
	Section 10.03. Event of Default 
	 	 	20	 
	Section 10.03.1. Monetary Default 
	 	 	20	 
	Section 10.03.2. Non-Monetary Default 
	 	 	20	 
	Section 10.03.3. Remedies 
	 	 	21	 
	Section 10.03.4. Pending Dispute Regarding Event of Default 
	 	 	21	 
	Section 10.04. In the Event Columbia Temporarily Ceases to Operate the Casino Support
Facilities or the Riverboat Casino 
	 	 	22	 
	Section 10.05. Other Mortgagee Protection Provisions 
	 	 	22	 
	Section 10.05.1. Modifications Required by Mortgagee 
	 	 	23	 
	Section 10.05.2. Initial Notice 
	 	 	23	 
	Section 10.05.3. Termination of Mortgagee’s Rights 
	 	 	23	 
	Section 10.05.4.
Cancellation, Surrender, Amendment, Etc. 
	 	 	23	 
	Section 10.05.5. Copies of Notices 
	 	 	23	 






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	Section 10.05.6. Columbia’s Cure Period Expiration Notice 
	 	 	24	 
	Section 10.05.7. Right to Perform Covenants and Agreements 
	 	 	24	 
	Section 10.05.8. Transfer of Columbia’s Rights 
	 	 	24	 
	Section 10.05.9. Notice of Default and Mortgagee’s Cure Rights 
	 	 	24	 
	Section 10.05.10. Effect of Cure 
	 	 	25	 
	Section 10.05.11. Quiet Enjoyment 
	 	 	26	 
	Section 10.05.12. Failure by Mortgagee to Cure Events of Default 
	 	 	26	 
	Section 10.05.13. Mortgagee’s Right to Enter the Shoreside Facilities Sites
	 	 	26	 
	Section 10.05.14. Rights of Mortgagee Upon Acquiring Control 
	 	 	26	 
	Section 10.05.15. Payments Made by Mortgagee 
	 	 	27	 
	Section 10.06. Prohibition on City Granting Mortgage 
	 	 	27	 
	Section 10.07. Bankruptcy 
	 	 	27	 
	Section 10.07.1. Affecting Columbia 
	 	 	27	 
	Section 10.07.2. Affecting the City 
	 	 	27	 
	Section 10.08. Default by the City 
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS 
	 	 	28	 
	Section 11.01. Representations and Warranties 
	 	 	28	 
	Section 11.02. Covenants 
	 	 	30	 
	Section 11.03. Survival of Representations, Warranties, and Covenants 
	 	 	30	 
	Section 11.04. Columbia’s Representations and Warranties 
	 	 	31	 
	 
	 	 	 	 
	ARTICLE 12. MISCELLANEOUS 
	 	 	31	 
	Section 12.01. Execution by Both Parties 
	 	 	31	 
	Section 12.02. Captions 
	 	 	31	 
	Section 12.03. Entire Agreement 
	 	 	31	 
	Section 12.04. Successors and Assigns 
	 	 	31	 
	Section 12.05. Sale of Fee Simple Title 
	 	 	32	 
	Section 12.06. Gender and Number 
	 	 	32	 
	Section 12.07. Attorneys’ Fees and Other Costs 
	 	 	32	 
	Section 12.08. Governing Law 
	 	 	33	 
	Section 12.09. Notices 
	 	 	33	 
	Section 12.10. Period of Time 
	 	 	34	 
	Section 12.11. Preparation of Agreement 
	 	 	34	 
	Section 12.12. Exhibits 
	 	 	34	 
	Section 12.13. Further Agreements 
	 	 	34	 
	Section 12.14. No personal Liability 
	 	 	34	 
	Section 12.15. Agreement to Cooperate 
	 	 	34	 
	Section 12.17. Authority to Execute 
	 	 	35	 
	Section 12.18. Force Majeure 
	 	 	35	 
	Section 12.19. City as Landowner 
	 	 	35	 
	Section 12.20. Counterparts
	 	 	35	 
	Section 12.21. Recording Fees 
	 	 	35	 






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AMENDED AND RESTATED

 MASTER AGREEMENT OF PURCHASE AND SALE




     This Amended and Restated Master Agreement of Purchase and Sale (this “Agreement”) is made
and entered into by and between THE MAYOR AND ALDERMEN OF THE CITY OF VICKSBURG, MISSISSIPPI
(“City”), and COLUMBIA PROPERTIES VICKSBURG, LLC, a Mississippi limited liability company
(“Columbia”).



RECITALS:




     A. The City implemented a master riverfront redevelopment plan for downtown Vicksburg which
included a riverboat casino and a hotel initially owned by Harrah’s Vicksburg Corporation. The City
and Harrah’s entered into a Master Agreement for Purchase and Sale dated January 21, 1993, and
recorded in Book 978, page 366 of the Warren County Mississippi Land Records. For and in
consideration of the mutual promises and covenants set forth herein the City and Columbia desire to
modify certain provisions of the original Master Agreement for Purchase and Sale.



     B. Columbia desires to operate a riverboat casino and hotel as part of the City’s
riverfront redevelopment plan for downtown Vicksburg.



DEFINITIONS



Capitalized terms found herein shall have the meaning ascribed to them in the Master Agreement of
Purchase and Sale, dated January 21, 1993, between The Mayor and Aldermen of the City of Vicksburg,
Mississippi and Harrah’s Vicksburg Corporation, unless defined herein.




     The following defined terms shall have the stated meanings for the entire Agreement
unless otherwise specifically stated in the Agreement itself:



     “Agreement” shall mean this Amended and Restated Master Agreement of Purchase and Sale made
and entered into by and between The Mayor and Aldermen of the City of Vicksburg, Mississippi and
Columbia Properties Vicksburg, LLC, a Mississippi limited liability company.



     “Bankruptcy Proceedings” shall mean any proceeding involving a party to this Agreement under
the United States Bankruptcy Code or any similar state or federal statute for the relief of
debtors.



     “Casino Opening Date” shall mean that specific date on which the Casino commenced operations
in Mississippi: November 15, 1993.




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     “Casino Support Facilities” shall mean the pavilions, walkways, boardwalks, and docking
facilities required to bring customers from the Hotel to the Riverboat Casino, the City Garages,
and related facilities.



     “Casualty” shall mean any damage or destruction affecting (i) the Casino Support Facilities;
or (ii) the Riverboat Casino, the Second Riverboat Casino or a substitute riverboat casino.



     “City Garages” shall mean the two parking garages containing 800 parking spaces owned
by Columbia.



     “City Property” shall mean Tract 12, the Crawford Street Property, Tract 11, Tract 39, Air
Right Property, Tract 15, Tract 63 and the Second Riverboat Property, formerly owned by the
City and sold to Harrah’s. See attached Exhibit “A”.



     “Columbia Sussex Corporation, Inc. (“CSC”)” shall mean that specific company which is
providing a guaranty on behalf of Columbia in this transaction.



     “Consumer Price Index” shall mean 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 (1982-1984 = 100). If such index is no longer published, then Columbia 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 published before such date.



     “Effective Date” shall mean that date upon which the Amended and Restated Master
Agreement of Purchase and Sales has been fully executed and delivered by Columbia and the
City.



     “Event of Default” shall mean the occurrence of any one or more of the circumstances set forth
in Section 10.03 arising in relation to the Shoreside Facilities Sites after the Transfer Date
(subject to the rights of mortgagees set forth herein).



     “Fiscal Month” shall mean Columbia’s actual fiscal month as in effect from time to time. Such
term shall also mean and refer to any partial fiscal month arising because of a change in
Columbia’s fiscal month, subject to proration of any periodic payments calculated on the basis of a
Fiscal Month.



     “Fiscal Year” shall mean Columbia’s actual fiscal year as in effect from time to time. Such
term shall also mean and refer to any partial fiscal year arising because of a change in Columbia’s
fiscal year or because of a variation between the commencement date of Columbia’s fiscal year and
the date when Columbia is required to commence to pay the Percentage Amount




2









 







calculated with respect to each Fiscal Year (in each case subject to proration of any periodic
payments calculated on the basis of a Fiscal Year).




     “Fixed Amount” shall mean the amount payable by Columbia to the City, defined as
$562,939.56 per annum, adjusted annually by the Consumer Price Index, with the base year
being 2003. The annual adjustment will be calculated as of December 1st.



     “Force Majeure” shall mean an event of force majeure shall include, but not be limited to,
acts of war, insurrection, civil strife and commotion, labor unrest, acts of God or the discovery
of Hazardous Chemicals.



     “Gross Revenues” shall mean all revenues of any nature derived directly or indirectly from the
Casino Support Facilities and the Riverboat Casino, including Net Gaming Revenue Win, as defined,
food and beverage sales and other rental or other receipts from lessees, sublessees, licensees and
concessionaries (but not the gross receipts of such lessees, sublessees, licensees or
concessionaires, provided that such lessees, sublessees, licensees and concessionaires are not
subsidiaries or affiliates of Columbia), and revenue recorded for complimentary food and beverage
and merchandise extended to patrons as promotional items. The revenue from the City Garages and the
hotel rooms are hereby specifically excluded from the calculation of Gross Revenues.



     “Harrah’s Vicksburg Corporation” or “Harrah’s” shall mean that corporation licensed by the
Mississippi Gaming Commission and operating the facilities that are the subject of this Agreement
and a party to the original Master Agreement prior to the Transfer Date.



     “Hazardous Chemical” shall mean any toxic or hazardous substance as defined in 42 U.S.C. §
9601(14); any petroleum product, including, without limitation, crude
oil or any fraction thereof,
natural gas liquid, liquefied natural gas or synthetic gas, asbestos and other pollutants, and any
chemical subject to reporting under EPCRKA; has attached to (or been asserted to exist with respect
to) the Hotel Site by reason of any state, federal or local agency or body expending monies to
clean up or remove any substance referred to in Section 11.01(r).



     “Hotel” shall mean the Hotel adjacent to the riverboat Casino which contains 117 rooms and
various other related facilities.



     “Net Gaming Revenue Win” shall mean the sum total of (a) cash received as winnings from slot
machines, table games, keno, sportsbook, racebook, poker bingo and other games; (b) cash received
in payment for credit extended by Columbia to a patron for purposes of gaming; and (c) compensation
received for conducting any game in which Columbia is not party to a wager; less the total of all
cash paid out as losses to patrons, those amounts paid to purchase annuities to fund losses paid to
patrons over several years by independent financial institutions and any other items made
deductible as losses in the ordinary course of business according to Columbia’s standard accounting
system.




3









 








     “Net Revenues” shall mean Gross Revenues, as defined, less the following revenues actually
received by Columbia and included in Gross Revenues: (i) any gratuities or service charges added to
a customer’s bill; (ii) any credits or refunds made to customers, guests or patrons; (iii) any sums
and credits received by Columbia for lost or damaged merchandise; (iv) any sales taxes, excise
taxes, gross receipt taxes, admission taxes, entertainment taxes, tourist taxes or charges received
from patrons and passed on to a governmental or quasi-governmental entity (This is specifically not
intended to create a deduction for any state, county or municipal tax on gaming revenues or gaming
equipment which are imposed on the operator of a gaming facility.); (v) any proceeds from the sale
or other disposition of furnishings and equipment or other capital assets; (vi) any fire and
extended coverage insurance proceeds; (vii) any condemnation awards; (viii) any proceeds of
financing or refinancing; (ix) any interest on bank account(s); and (x) revenues representing
complimentary food and beverage and merchandise extended to patrons as promotional items.



     “Percentage Amount” shall mean the 1.5 percent (1.5%) of Net Revenues Columbia agrees to pay
the City annually in addition to the Fixed Amount.



     “Prime Rate” shall mean the prime rate or equivalent “base” or reference” rate for corporate
loans that, at Columbia’s election, by notice to the City, is: (a) published from time to time in
The Wall Street Journal; (b) announced from time to time by Citibank, N. A., New York, New
York, or any other large United States “money center” commercial bank designated by Columbia; or
(c) if such rate is no longer so published or announced, then a reasonably equivalent rate
published by an authoritative third party designated by Columbia, subject to the City’s consent
which shall not be unreasonably withheld. Notwithstanding anything to the contrary in this
paragraph, the Prime Rate shall never exceed the highest rate of interest legally permitted to be
charged in transactions of the character of this Agreement between parties of a character similar
to the City and Columbia.



     “Riverboat Casino” shall mean a riverboat casino containing approximately 20,000 square feet
of casino space and approximately 900 gaming positions which will be docked or moored in and
connected with the Casino Support Facilities.



     “Second Riverboat Casino” shall mean that certain riverboat casino located or to be located on
the Second Riverboat Property. The exterior of the Second Riverboat Casino shall resemble the
paddlewheel or side wheel riverboats that were an integral part of the Mississippi riverboat
history.



     “Second Riverboat Property” shall mean that certain additional 450 feet of tract 63 along the
floodwall as generally depicted on Exhibit “A” which property shall be adjacent to that certain
waterfront property defined as Tract 63 herein, on which the Riverboat Casino will be docked.




4









 








     “Shoreside Facilities Sites” shall mean, collectively, Tracts 11 and 39, Tract 15, Tract
63, the Second Riverboat Property, Air Right Property, and Selby Property, subject to the City’s
reversionary rights.



     “Transfer Date” shall mean the date upon which the Riverboat Casino, Second Riverboat Casino
and any substitute riverboat casino; Hotel; Casino Support Facilities; and all other properties and
facilities contemplated in the Agreement are transferred from the Harrah’s Vicksburg Corporation to
Columbia.



     “Transfer of Ownership” shall mean that transfer of the Riverboat Casino, Second Riverboat
Casino and any substitute riverboat casino; Hotel; Casino Support Facilities; and all other
properties and facilities contemplated in the Agreement that are transferred from Harrah’s
Vicksburg Corporation to Columbia.



     “Waiver of Subrogation” shall mean a provision in, or endorsement to, any insurance policy
required by this Agreement, by which the insurance carrier agrees to waive all rights of recovery
by way of subrogation against either party to this Agreement in connection with any loss covered by
such insurance policy.



A G
R E E M E N T:




     IN CONSIDERATION OF THE SUMS TO BE PAID BY COLUMBIA TO THE CITY, THE COVENANTS, AGREEMENTS AND
WARRANTIES OF THE PARTIES HEREIN CONTAINED, AND IN CONSIDERATION OF THE RECITALS SET FORTH ABOVE,
WHICH ARE HEREBY INCORPORATED AS PART OF THIS AGREEMENT BY REFERENCE, AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE CITY AND COLUMBIA
AGREE AS FOLLOWS:



ARTICLE 1




     Section 1.01 Columbia’s Payments to the City Upon Transfer of Riverboat
Casino.


                    Section 1.01.1. Amount of Payments. In consideration for Columbia’s acquisition
of fee simple title subject to the City’s reversionary interest therein to Tracts 11 and 39, Tract
15, Tract 63, the Second Riverboat Property, the Selby Property and the Air Right Property, and in
consideration for the City granting Columbia the exclusive casino development on City-owned or
leased property, upon the transfer of ownership of the Riverboat Casino (“Transfer Date”) and
continuing until the date 30 years thereafter, Columbia agrees to pay the City $562,939.56 per
annum adjusted annually by the Consumer Price Index, as defined, with the base year being the
calendar year of the Transfer Date (2003) (“Fixed Amount”), plus 1.5 percent (1.5%) of Net
Revenues, as term is defined, (“Percentage Amount”). The Percentage







5









 







Amount shall be payable monthly, on the 20th of the month, and is based on the preceding month’s
revenue. Inasmuch as amounts due the City will be prorated between Columbia and Harrah’s on the
Transfer Date, Columbia shall pay the Percentage Amount for the entire month that the Transfer Date
occurs, including that portion applicable to Harrah’s. Columbia shall also pay the Percentage
Amount due for the month preceding the Transfer Date if the Transfer Date is on or prior to the
20th of the month.




          Section 1.01.2. Timing and Reporting of Payments. Columbia shall pay the Fixed
Amount in equal monthly installments in advance on the twentieth (20th) day of each
Fiscal Month, as defined, with the first payment becoming due the month that the Transfer Date
occurs if the Transfer Date is prior to the 20th of the month. If the Transfer Date is on or after
the 20th, then the first payment shall be made the 20th of the following month.




          Section 1.01.3. Means of Payment. Columbia shall pay all amounts payable to
the City under Section 1.01 by either of the following, at Columbia’s election, which election
Columbia may change from time to time by at least thirty (30) days notice to the city: (a) good and
sufficient check (subject to collection) delivered to the City; or (b) wire transfer to the City’s
bank account, which the City shall identify to Columbia upon request (and the City shall have the
right to change from time to time by at least thirty (30) days notice to Columbia).




          Section 1.01.4. Columbia’s Accounting Records. Columbia shall maintain (in
Vicksburg or at a central accounting location identified to the City upon request) accounting
records and procedures complying with Columbia’s accounting standards to enable Columbia to
calculate any Percentage Amount due. Columbia shall preserve Columbia’s books and records relating
to each Fiscal Year, as defined, for at least three (3) years after the end of such Fiscal Year. If
at the conclusion of such three-year period a dispute is pending between the City and Columbia
regarding the amount of Net Revenues, then Columbia shall continue to preserve such records pending
the final disposition of such dispute. Columbia shall not be responsible for any of Harrah’s
accounting records. Any information regarding Harrah’s accounting, desired by the City, shall be
requested, by the City, directly from Harrah’s prior to the Transfer Date.




     Section 1.01.5. City’s Right to Audit. Within (and in no event later than) one
hundred eighty (180) days after the end of each Fiscal Year, the City shall be entitled to cause a
certified public accountant designated by the City (and approved by Columbia, such approval not to
be unreasonably withheld) to audit Columbia’s books and records relevant to the calculation of Net
Revenues reported by Columbia during the preceding Fiscal Year. Any audit shall be performed in a
reasonable manner, during ordinary business hours and without unreasonably interfering with
Columbia’s business. If such audit reveals that Net Revenues were understated, then within thirty
(30) days after receipt of the audit with appropriate backup documentation, Columbia shall pay the
net additional Percentage Amount due on account of the audit corrections. If such audit reveals
that Net Revenues were overstated, then Columbia shall be entitled to a credit against the next
payment(s) of the Percentage Amount in an amount equal to the previous overpayment revealed by the
audit corrections. Any adjusting payment on account of previous overpayment




6









 







or underpayment shall bear interest at the Prime Rate, as defined, from the date it would have been
paid (or the date of Columbia’s previous overpayment, if applicable) had Columbia’s annual
statement been correct until the date actually paid or credited. If Percentage Amount was
understated by more than 5 percent (5%), then Columbia shall pay the reasonable cost of such audit;
otherwise the audit shall be conducted at the City’s expense.




          Columbia hereby agrees to permit the City to obtain from the state of Mississippi copies of
any of its filings in relation to the development described herein, including the sales tax, gross
revenues tax and any other tax-related information. Columbia hereby authorizes the state of
Mississippi tax commission or other applicable governmental entity to release such information as
requested in writing by the City. The City shall provide Columbia with a copy of any request made
for the above described information.




          Section 1.01.6. INTENTIONALLY OMITTED




          Section 1.01.7. Late Payment. If Columbia makes any payment required under
this Section 1.01 more than thirty (30) days after such payment is first due and payable, then in
addition to any other remedies the City may have, and without reducing or adversely affecting any
of the City’s other rights and remedies, Columbia shall pay the City, within thirty (30) days after
demand, interest on such late payment, at an interest rate equal to the Prime Rate, beginning on
the thirty-first (31st) day after such payment was first due and payable and
continuing until the date when Columbia actually makes such payment. If Columbia makes any payment
due under this Section 1.01 more than thirty (30) days after such payment is due and Columbia has,
during the preceding Fiscal Year, twice previously failed to make any payment due under this
Section 1.01 within thirty (30) days after such payment was first due and payable, then, in
addition to any other remedies the City may have, and without reducing or adversely affecting any
of the City’s other rights and remedies, Columbia shall within thirty (30) days after demand pay
the City interest on such late payment, at an interest rate equal to the Prime Rate, beginning on
the date such payment was first due and payable and continuing until the date when Columbia
actually makes such payment.




ARTICLE 2

SHORESIDE FACILITIES SITES DEVELOPMENT




     Section 2.01. Shoreside Facilities Sites Development.



     The City shall give Columbia its full cooperation and shall cause its employees and
representatives to assist Columbia in applying for and obtaining any re-zoning, licensing, and
permitting processes required by the municipality for the development of the Casino Support
Facilities on the Shoreside Facilities Sites to be undertaken in an expeditious manner.



     If Columbia so elects, the City, at Columbia’s expense, will either apply for or jointly apply
for with Columbia all U.S. Army Corps of Engineers permits required to undertake the




7









 







dredging and construction activity on the Yazoo River necessary to continue to dock the riverboat
casino and related facilities. Upon the reversion of fee simple title to the City, any U.S. Army
Corps of Engineers permits or licenses received in relation to the Casino Support Facilities which
are assignable or transferable shall be assigned or transferred by Columbia to the City.




     Section 2.02. Columbia’s Right to Perform Alterations and Construct Additions to
Casino Support Facilities. At Columbia’s sole cost and expense, Columbia shall be entitled, but
not required, to make and from time to time alter, modify or reconstruct any improvements, repairs
or alterations to the Casino Support Facilities as Columbia shall consider necessary or
appropriate. Columbia, at its sole cost and expense, shall have the right to add facilities to the
Casino Support Facilities or on the Shoreside Facilities Sites. Columbia shall have the right to
demolish existing Casino Support Facilities provided that the demolished Casino Support Facilities
are replaced with Casino Support Facilities of comparable value to those demolished. In the event
Columbia desires to demolish all or a part of the Casino Support Facilities and not replace such
Casino Support Facilities with new Casino Support Facilities of a comparable value, Columbia shall
obtain the written approval of the City prior to the commencement of demolition. Columbia shall
perform all construction work in connection with any improvement, repair or alteration to the
Casino Support Facilities or additions on the Shoreside Facilities Sites in substantial compliance
with all applicable laws, permits, regulations, licenses and codes.



     When alterations or additions are made to the Casino Support Facilities, an “As Built” set of
plans reflecting such alterations or additions shall be delivered to the City after such
alterations and additions are completed.



     The City has agreed to close that portion of South Street where Columbia owns both sides of
the street. Columbia will file a petition to close that portion of South Street, reserving access
rights to the floodwall and gates to meet the City’s obligation under its agreement with the U.S.
Army Corps of Engineers. The City agrees to assist Columbia in filing any such petition. The City
further agrees to assist Columbia with any additional petition to close the streets.



     Section 2.03. Floodwall. Columbia agrees to keep the floodwall gates on Tract
15, Tract 63 and the Second Riverboat Property open and accessible to the City so that said
floodwall gates can be closed by the City in the event of high water. Columbia furthermore agrees
to give the City access over the Shoreside Facilities Sites to the floodwall located on the
Shoreside Facilities Sites to perform maintenance and repair on said portion of the floodwall.
Until such time as the Second Riverboat Property is utilized for the Second Riverboat Casino, the
Clay Street entrance at the floodwall shall remain open for public vehicular and pedestrian use. It
is not the intention of the parties to covey the strip of land on which the floodwall actually
sits.



     Section 2.04. Columbia’s Obligation to Maintain Casino Support Facilities.
Columbia agrees to maintain the Casino Support Facilities, as periodically altered or
constructed, in good order, condition and repair subject to Casualty, as defined, and
reasonable wear and tear.




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     Section 2.05.
Insurance.



          Section 2.05.1. Columbia to Insure.
Columbia shall, at Columbia’s sole cost and expense, prior to reversion of the Shoreside Facilities
Sites and the Casino Support Facilities located thereon to the City, maintain the following
insurance (or its then reasonably available equivalent):




               Section 2.05.1.1. Casualty. Casualty insurance providing coverage for the
Shoreside Facilities Sites and Casino Support Facilities and all equipment, fixtures, and machinery
at or in the Casino Support Facilities, against loss, damage, and destruction by fire and other
hazards encompassed under broad form coverage as may be customary for like properties in Warren
County in the state of Mississippi (but Columbia shall in no event be required to maintain war risk
insurance) from time to time, in an amount not less than 80 percent (80%) of the replacement value
of the insurable buildings, structures, improvements and equipment (excluding excavations and
foundations) located on the Shoreside Facilities Sites, but in any event sufficient to avoid
co-insurance in the event of a partial loss. To the extent customary for like properties at the
time, such insurance shall include coverage for explosion of steam and pressure boilers and similar
apparatus located in the Casino Support Facilities; an “increased cost of construction”
endorsement; and an endorsement covering demolition and cost of debris removal.



               Section 2.05.1.2. Liability. General public liability insurance against claims
for personal injury, death or property damage occurring upon, in or about the Casino Support
Facilities or on the Shoreside Facilities Sites, including so-called garage keeper’s legal
liability coverage. The coverage under all such liability insurance shall be at least TEN MILLION
DOLLARS AND 00/100 ($10,000,000) in respect of injury or death to a single person, and at least TEN
MILLION DOLLARS AND 00/100 ($10,000,000), in respect of any one accident, and not less than TEN
MILLION DOLLARS AND 00/100 ($10,000,000) for property damage. The City shall be entitled, from time
to time, upon one hundred eighty (180) days notice to Columbia to increase the dollar limits set
forth in this paragraph, subject to the following limitations, which shall be cumulative: (a) such
increased limits shall never exceed the limits initially set forth plus an increase proportionate
to the increase in the Consumer Price Index from the Casino Opening Date to the date of the
adjustment, rounded to the nearest million dollars; (b) such limits shall never exceed the limits
customarily maintained for similar commercial properties located in Warren County; and (c) the City
shall not be entitled to increase such limits more frequently than once every three (3) years.



               Section 2.05.1.3. Workers’ Compensation.



               Workers’ compensation insurance covering all persons employed in connection with the
construction, alteration, repair or operation of the Casino Support Facilities, and with respect to
whom any claim could be asserted against the City.



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               Section 2.05.1.4. Other. All insurance required by any mortgage and such other
insurance as Columbia determines appropriate in exercise of Columbia’s reasonable business judgment.



          Section 2.05.2. Nature of Insurance Program. Any or all insurance required by
this Agreement may be provided by a “captive” insurance company affiliated with Columbia or, by
notice to the City specifying the risks being covered by self-insurance, through a self-insurance
program provided, in the latter case, that the self-insuring entity is (a) an affiliate or
subsidiary of Columbia or its parent company; or (b) any other substantial entity that, in the
City’s reasonable judgment, has sufficient assets and net worth under the circumstances.




          Section 2.05.3. Policy Requirements and Endorsements. All insurance policies
required by this Agreement shall contain (by endorsement or otherwise) the following provisions:




               Section 2.05.3.1. Additional Insureds. To the extent consistent with ordinary
insurance practices, liability insurance policies shall name as additional insured the City and any
mortgagees.



               Section 2.05.3.2. Primary Coverage. All policies shall be written as
primary policies not contributing with or in excess of any coverage that the City may carry.



               Section 2.05.3.3. Columbia’s Acts or Omissions. Each policy shall include, if available
without additional cost, a provision that any act or omission of Columbia shall not prejudice any
other party’s rights (other than Columbia) under such insurance coverage.



               Section 2.05.3.4. Insurance Carrier Standards. Each insurance carrier shall be
authorized to do business in the state of Mississippi and shall have a “Best’s” rating of at least
A VII, except to the extent such insurance is provided in compliance with this Agreement by an
affiliated “captive” insurance company or pursuant to Columbia’s self-insurance program.



               Section 2.05.3.5. Notice to the City. The insurance carrier shall undertake to
give the City thirty (30) days prior written notice of cancellation or non-renewal, other than on
account of nonpayment of premiums, provided that (except in the case of a “captive” insurance
carrier) failure to give such notice shall not adversely affect the rights or increase the
obligations of the insurance carrier.



          Section 2.05.4. Deliveries to the City. Upon notice to such effect by the
City, Columbia shall deliver to the City policies or certificates or certified copies of the
insurance policies required by this Agreement, endorsed “Paid” or accompanied by other evidence
that the premiums for such policies have been paid before the expiration of any then current
policy.





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          Section 2.05.5. Blanket and Umbrella Policies. Columbia may provide any
insurance required by this Agreement pursuant to a “blanket” or “umbrella” insurance policy,
provided that (i) such policy or a certificate of such policy shall specify the amount(s) of the
total insurance allocated to the Shoreside Facilities Sites and Casino Support Facilities, which
amount(s) shall be subject to reduction on account of claims made with respect to other properties;
and (ii) such policy otherwise complies with this Agreement.




          Section 2.05.6. Columbia’s Inability to Obtain Insurance. If (a) any insurance
required by this Agreement should, after diligent effort by Columbia, be unobtainable at
commercially reasonable rates through no act or omission by Columbia; and (b) Columbia shall
obtain the maximum insurance reasonably obtainable and give written notice to the City of the
extent of Columbia’s inability to obtain any insurance required to be maintained under this
Agreement, then unless Columbia’s inability to procure and maintain such insurance results from
some activity or conduct within Columbia’s reasonable control, Columbia’s obligation to procure and
maintain such insurance as is unobtainable shall be excused. To the extent that such insurance may
be obtainable by the City at a cost per million dollars of coverage not exceeding 110 percent
(110%) of the cost per million dollars of coverage of the insurance of the same type actually
obtained by Columbia, the City may (unless Columbia has elected to self-insure, in compliance with
this Agreement, the risk in question) at Columbia’s cost and expense procure and maintain such
insurance, which shall be issued in Columbia’s name and otherwise comply with all applicable
requirements of this Agreement.




          Section 2.05.7. Waiver of Certain Claims. To the extent that the City or
Columbia purchases any hazard insurance relating to the Casino Support Facilities, the party
purchasing such insurance shall attempt to cause the insurance carrier to agree to a Waiver of
Subrogation, as defined. If any insurance policy cannot be obtained with a Waiver of Subrogation,
or a Waiver of Subrogation is obtainable only by the payment of an additional premium, then the
party undertaking to obtain the insurance shall give notice of such fact to the other party. The
other party shall then have ten (10) business days after receipt of such written notice either to
place the insurance with a company that is reasonably satisfactory to the other party and that will
issue the insurance with a Waiver of Subrogation at no additional cost, or to agree to pay the
additional premium if such a policy can be obtained only at additional cost. To the extent that the
parties actually obtain insurance with a Waiver of Subrogation, the parties release each other, and
their respective authorized representatives, from any claims for damage to any person, the Casino
Support Facilities, that are caused by or result from risks insured against under such insurance
policies, but only to the extent of the available insurance proceeds.




          Section 2.05.8. No Representation of Adequate Coverage. Neither party makes
any representation, or shall be deemed to have made any representation, that the limits, scope, or
form of insurance coverage specified in this Section 2.05 are adequate or sufficient.




     Section 2.06. Damage or Destruction.




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          Section 2.06.1. Notice; No Payment Abatement. Columbia shall promptly give the
City written notice of any Casualty, as defined. The monthly Fixed Amount and the Percentage Amount
to be paid by Columbia during the period operations are completely or partially closed due to
Casualty shall be the average monthly payment adjusted by the CPI of the Fixed Amount and
Percentage Amount paid by Columbia during the twelve (12) month period preceding the complete or
partial closing of operations in lieu of the Fixed Amount or Percentage Amount actually earned
during such period, unless the amount actually earned is greater than the amount calculated in
accordance with the above procedure. Columbia shall, at its election (subject to the terms of any
applicable mortgages), either: (a) with reasonable promptness restore the damaged improvements as
nearly as may be practicable to their condition, quality, and class immediately prior to such
Casualty, with such changes or alterations (including demolition) as Columbia shall elect to make
in conformity with this Agreement; or (b) terminate this Agreement, by at least thirty (30) days
advance notice to the City, in which event the Casino Support Facilities and Shoreside Facilities
Sites shall revert to the City, and assign to the City all of Columbia’s rights with respect to
insurance proceeds arising from the Casualty. In the event Columbia elects “b,” Columbia shall
remain liable for the payment of a termination fee calculated in accordance with the procedure set
forth in Section 7.01. Columbia’s election to terminate under “b” shall not be effective unless
joined in by all mortgagee(s) whose mortgage(s) grant them the power to withhold consent to such
termination. If Columbia elects “b,” then the City shall have the right, by notice to Columbia
within ten (10) business days after receipt of Columbia’s notice, to require Columbia to cause the
remaining improvements to be demolished and the debris removed, so that the Shoreside Facilities
Sites are returned to the City as vacant and level land. The parties shall cooperate to make
available the insurance proceeds for such demolition work, which Columbia shall perform with
reasonable promptness but the completion of which shall not be a condition to termination of this
Agreement and the reversion of the Shoreside Facilities Sites to the City. Any remaining insurance
proceeds after performance of such demolition work shall belong to the City.




     In the event the buildings, structures, improvements and equipment were insured for less than
80 percent (80%) of their replacement value, Columbia shall fund the difference between the actual
insurance proceeds received and the amount that would have been received had the buildings,
structures, improvements and equipment been insured for 80 percent (80%) of their replacement
value.



          Section 2.06.2. Adjustment of Claims; Use of Insurance Proceeds. Columbia
shall be solely responsible for the adjustment of any insurance claim, except that, to the extent
permitted by any mortgage, each mortgagee is expressly authorized and empowered to participate in
any settlements, adjustments, arbitrations or proceedings with respect to any insurance claim. All
proceeds of casualty or hazard insurance shall be paid to Columbia, subject to rights of
mortgagees.




          Section 2.06.3 Depository. Upon request by any mortgagee (subject to the terms of the
applicable mortgage), all proceeds in excess of ONE MILLION DOLLARS AND 00/100





12









 







(1,000,000) of casualty insurance permitted by the mortgage to be applied by Columbia to rebuild,
restore or repair the Casino Support Facilities shall be deposited with an institutional lender
designated by Columbia and the mortgagee, to be disbursed in accordance with mortgage(s) for the
repair, restoration or reconstruction of the Casino Support Facilities.




     Section 2.07. Quiet Enjoyment. The City covenants that, so long as the City is
not entitled to the reversion of the Shoreside Facilities Sites on account of an Event of Default,
as defined, or termination by Columbia, Columbia shall and may peaceably and quietly have, hold and
enjoy the Shoreside Facilities Sites and the Casino Support Facilities without molestation or
disturbance by or from the City or anyone claiming by or through the City.



ARTICLE 3

CITY GARAGES




     Section 3.01. City Garages. Columbia shall have the right to make such
alterations to the City Garages as it deems appropriate (i) to permit access to the Hotel and
Casino Support Facilities; and (ii) to improve their efficiency; provided, however, Columbia shall
obtain the approval of the City prior to making any structural alterations to the City Garages. The
City’s approval of such structural alterations shall not be unreasonably delayed or withheld.



     The City hereby approves and agrees to permit Columbia to make new entrances from the City
Garages directly on to the public alley behind the City Garages which comprise part of Tracts 35
and 38.



     The City hereby agrees to permit Columbia to construct additional levels of parking on top of
the existing City Garages provided that such additional levels can be safely added without
adversely affecting the structural integrity of the existing City Garages.



     Columbia agrees at all times to permit public access to the City Garages for parking. The
parking fee charged, if any, by Columbia for use of the City Garages shall be the same to all
customers.



     Columbia agrees to allocate 75 (seventy five) parking spaces in a designated area selected by
Columbia in the City Garages to the City for use by the merchants along Washington Street and
employees of the City Monday through Saturday from 7 A.M. to 7 P.M. Said individuals shall be
charged at a rate established by the City.



ARTICLE 4

INITIAL RIVERBOAT CASINO




     Section 4.01. Initial Riverboat Casino. After the Transfer Date, Columbia
shall operate and maintain a riverboat casino containing approximately 20,000 square feet of casino
space and




13









 







approximately 900 gaming positions, which will be docked or moored in and connected with the Casino
Support Facilities.




     At no time shall the Riverboat Casino, a Second Riverboat Casino, as hereinafter defined, or
substitute riverboat casino be considered the property of the City. The City hereby agrees that it
shall have no right, title or interest in the Riverboat Casino, a Second Riverboat Casino or
substitute riverboat casino. All benefits and burdens of ownership of the Riverboat Casino, a
Second Riverboat Casino or substitute riverboat casino (except for City’s right to a percentage of
the revenues generated by the Riverboat Casino, a Second Riverboat Casino or substitute riverboat
casino while docked at the Casino Support Facilities) shall be and remain with Columbia. Columbia
or a Columbia’s affiliate(s) shall have the unrestricted right to obtain financing by granting
lenders a mortgage or security interest in the Riverboat Casino, a Second Riverboat Casino or
substitute riverboat casino; the equipment and supplies located on the Riverboat Casino, a Second
Riverboat Casino or substitute riverboat casino; and the income and revenues generated by the
Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino (except any interest in
such income and revenue shall be subject to the City’s right to receive a percentage of the
revenues generated by the Riverboat Casino, a Second Riverboat Casino or substitute riverboat
casino while docked at the Casino Support Facilities). Columbia may, from time to time, substitute
a different riverboat casino from the original Riverboat Casino or Second Riverboat Casino
constructed for the Casino Support Facilities; provided that the substitute riverboat casino
contains at least the same number of gaming positions and complies with the same exterior design
requirements described above.



ARTICLE 5

ADDITIONAL COLUMBIA RIVERBOAT CASINO




     Section 5.01. Additional Columbia Riverboat Casino. Upon the Transfer Date,
the City shall re-convey to Columbia’s fee simple title, subject to the City’s reversionary
interest in said property, that certain additional 450 feet of Tract 63 along the floodwall as generally depicted on Exhibit “A” which property shall be adjacent to that certain
waterfront property defined as Tract 63 herein, on which the Riverboat Casino will be docked. Said
additional 450 feet of waterfront property shall be referred to as the “Second Riverboat Property.”
Columbia, at its expense, shall obtain, prior to the Transfer Date, a survey of the Second
Riverboat Property and a legal description of the Second Riverboat Property.



     (NOTE: PLEASE SEE DEFINITIONS SECTION FOR SECOND RIVERBOAT CASINO-PARAGRAPH WAS MOVED
NOT OMITTED)



On the Transfer Date, Columbia shall lease the Second Riverboat Property back to the City for a
rental payment of ONE DOLLAR AND 00/100 ($1.00) per year. The City shall have the right to use the
Second Riverboat Property in the manner it was being used as of the Effective Date.




14









 








     At such time as Columbia decides to operate a Second Riverboat Casino, it shall have the
right, upon one hundred twenty (120) days notice to the City, to terminate the City’s lease. Upon
the substantial completion and opening of the Second Riverboat Casino, Columbia shall pay the
City FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), adjusted by the CPI, with the
base year being the calendar year in which the Casino Opening Date occurs plus 1.5 percent (1.5%)
of the Second Riverboat Casino’s Net Revenues.



     Prior to commencing the construction of the mooring and docking facility for the Second
Riverboat Casino, Columbia shall, at its expense, on land owned by the City at the northern end of
the Second Riverboat Property, construct, if the City so desires, a similar docking, mooring and
landing structure as existed as of the Effective Date on the Second Riverboat Property to be used
by the various passenger riverboats which periodically stop at the City of Vicksburg and the
general public. The City and the general public shall have access through the floodwall at some
point to such new docking and mooring structure.



     The facilities constructed on the Second Riverboat Property shall be included in the
definition of Casino Support Facilities and the Second Riverboat Property shall be considered
part of the Shoreside Facilities Sites.



ARTICLE 6

CASINO DEVELOPMENT RESTRICTION ON THIRD PARTIES




     Section 6.01. Casino Development Restriction on Third Parties. So long as
Columbia has title to the Shoreside Facilities Sites, the City shall restrict the use of all
property in Warren County, Mississippi, that is owned or hereafter acquired by the City and is
capable of being used for a riverboat casino operation or riverboat casino support facilities
according to the Mississippi Gaming Control Act of 1990, as amended, and the Regulations of the
Mississippi Gaming Commission, as amended, including, but not limited to the property which
adjoins the water of the Mississippi River or adjoins the water of the Yazoo Diversion Canal, so
that such property shall not be used for the development or operation of a new casino or its
infrastructure/land-based support facilities as required by the Mississippi Gaming Commission
Regulation II.A., Section 3(h), without the prior written approval of Columbia. There is no
restriction on the utilization of city-owned or leased property for improvements associated with
a particular new riverboat casino operation after that particular new riverboat casino operation
has met its infrastructure/land-based obligations pursuant to Mississippi Gaming Commission
Regulation II.A., Section 3(h).



     On the Transfer Date, the City shall record in the land registry for Warren County a deed
restriction on all property owned by the City in Warren County capable of being used for a
riverboat casino operation according to the laws of the state of Mississippi.




15









 








     In the event the City acquires additional property after the Transfer Date, capable of being
used for a riverboat casino operation according to the laws of the state of Mississippi, the City
shall record a similar deed restriction on such property as that referred to above.



     The City agrees, in its municipal capacity and in its capacity as a private landowner, not to
sell, abandon or vacate that portion of South Street west of Levee Street and agrees not to permit
any other casino operator to use any portion of the riparian rights associated with South Street
for a riverboat casino.



     In the event the laws of the state of Mississippi are changed so as to permit land-based
casinos and the City has property it intends to sell or lease for a land-based casino operation,
Columbia shall be given the first right of refusal to acquire said property at the price and on
the terms offered to interested third parties.



ARTICLE 7

TERMINATION FEE




     Section 7.01. Termination Fee. Columbia shall have the right, upon twelve (12)
months notice to the City, to permanently cease its casino operations and remove the Riverboat
Casino, a substitute riverboat or the Second Riverboat Casino from the Casino Support Facilities.



     Twelve (12) months from the date the City receives Columbia’s notice that it is permanently
ceasing its casino operations, the Shoreside Facilities Sites and the Casino Support Facilities
(specifically excluding the Hotel, the Hotel Site the Riverboat Casino, Second Riverboat Casino and
any substitute riverboat casino and all personal property located on the Shoreside Facilities Sites
or in the Casino Support Facilities or in the Hotel or on the Hotel Site, Riverboat Casino, Second
Riverboat Casino and any substitute riverboat casino) shall revert to the City, without charge to
the City, free and clear of any liens or mortgages.



     At the time of termination, Columbia shall pay the City a termination fee of FOUR HUNDRED
FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as adjusted by the CPI through the year of
termination using the Casino Opening Date as the base year, for each year and a prorata amount for
any partial year remaining at the time of termination in the period commencing from the Transfer
Date to ten (10) years after the Transfer Date. In the event notice is given twelve (12) months
prior to the tenth (10th) year after the Transfer Date, no termination fee shall be paid
if the termination occurs at the expiration of the tenth (10th) year after the Transfer
Date.



     If the termination occurs during the years eleven (11) through fifteen (15) from the Transfer
Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as
adjusted by the CPI through the year of termination using the Casino Opening Date as the base year,
for each year and a prorata amount for any partial year remaining in the period commencing from
year eleven (11) from the Transfer Date to year fifteen (15) from




16









 







the Transfer Date. In the event notice is given twelve (12) months prior to the fifteenth
(15th) year after the Transfer Date, no termination fee shall be paid of the termination
occurs at the expiration of the fifteenth (15th) year after the Transfer Date.




     If the termination occurs during the years sixteen (16) through twenty (20) from the Transfer
Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as
adjusted by the CPI through the year of termination using the Casino Opening Date as the base year,
for each year and a prorata amount for any partial year remaining in the period commencing from
year sixteen (16) from the Transfer Date to year twenty (20) from the Transfer Date. In the event
notice is given twelve (12 months prior to the twentieth (20th) year after the Transfer
Date, no termination fee shall be paid if the termination occurs at the expiration of the twentieth
(20th) year after the Transfer Date.



     If the termination occurs during the years twenty-one (21) through twenty-five (25) from the
Transfer Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100
($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as
the base year, for each year and a prorata amount for any partial year remaining in the period
commencing from year twenty-one (21) from the Transfer Date to year twenty-five (25) from the
Closing. In the event notice is given twelve (12) months prior to the twenty-fifth (25th) year after the Transfer Date, no termination fee shall be paid if the termination occurs at the
expiration of the twenty-fifth (25th) year after the Transfer Date.



     If the termination occurs during the years twenty-six (26) through thirty (30) from the
Transfer Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100
($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as
the base year, for each year and a prorata amount for any partial year remaining in the period
commencing from year twenty-six (26) from the Transfer Date to year thirty (30) from the Transfer
Date. In the event notice is given twelve (12) months prior to the thirtieth (30th) year after the
Transfer Date, no termination fee shall be paid if the termination occurs at the expiration of the
thirtieth (30th) year after the Transfer Date.



     After Columbia makes the appropriate termination payment and delivers the Casino Support
Facilities and Shoreside Facilities Sites to the City, neither party shall have any further
obligations or liabilities one to the other pursuant to the provisions of this Agreement, except
for the obligations set forth in Sections 1.01.4 and 1.01.5.



     Upon such termination, Columbia shall have the right to remove the Riverboat Casino, any
substitute riverboat casino and the Second Riverboat Casino, if any, without any form of
compensation to the City other than the termination fee described above, provided, however, if
Columbia damages the Casino Support Facilities during such removal process, it shall be obligated
to restore the Casino Support Facilities to their existing condition prior to such removal.




17









 








     Section 7.02. Permanent Removal of Second Riverboat Casino But First Riverboat
Casino Remains in Operation. Columbia shall have the right, at any time after it terminates the
lease with the City and commences operation of the Second Riverboat Casino on the Second Riverboat
Property, to notify the City that it has elected to permanently cease its Second Riverboat Casino
operations. In such event, Columbia shall remove the Second Riverboat Casino from the facilities
constructed on the Second Riverboat Property, and the Second Riverboat Property and the
improvements thereon shall revert back to the City without charge to the City. Columbia shall have
the right to continue its ownership of and use of the remainder of the Shoreside Facilities Sites
and Casino Support Facilities for the first Riverboat Casino. In such event, Columbia shall not be
obligated to pay a termination fee. In such event, the Fixed Amount and the Percentage Amount shall
be calculated on the basis of the Net Revenues generated from the remaining Riverboat Casino.



ARTICLE 8

EMPLOYMENT IN LOCAL COMMUNITY




     Section 8.01. Employment in Local Community. Columbia agrees, in good faith,
to seek to employ in its operations, at all levels, individuals living in the City of Vicksburg
from the various gender, racial and ethnic backgrounds found in the City of Vicksburg. Columbia
also agrees to actively recruit handicapped persons in the City of Vicksburg to be included among
its employees. Columbia further agrees, in good faith, to contract with local vendors of various
gender, racial and ethnic backgrounds living and doing business in the City of Vicksburg to the
extent possible and insofar as service availability, cost competitiveness and service quality will
allow. Moreover, Columbia agrees to provide training in the City of Vicksburg for individuals to be
employed in Columbia’s Hotel, Casino Support Facilities and Riverboat Casino operations.



ARTICLE 9

CITY’S REVERSIONARY INTEREST

IN SHORESIDE FACILITIES SITES




     Section 9.01. City’s Reversionary Interest. Fee simple title to the Shoreside
Facilities Sites and improvements thereon, including all Casino Support Facilities (specifically
excluding the Hotel, Hotel Site, the Riverboat Casino, Second Riverboat Casino and any substitute
riverboat casino and all personal property located on the Shoreside Facilities Sites or in the
Casino Support Facilities or in or on the Hotel, Hotel Site, Riverboat Casino, Second Riverboat
Casino and any substitute riverboat casino) shall automatically revert back to the City thirty (30)
years from the Transfer Date, unless said property has reverted back to the City prior to such date
in accordance with the provisions of this Agreement. Upon the occurrence of the reversion of title
to the Shoreside Facilities Sites to the City, Columbia will promptly execute such instruments
reasonably requested by the City to evidence that the reversion has, in fact, occurred.



     Section 9.02. Exchange of Deeds. On the Transfer Date, Columbia shall transfer
fee
simple title to the Shoreside Facilities Sites to the City, and the City shall immediately
thereafter




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transfer fee simple title to the Shoreside Facilities Sites which shall include the thirty (30)
year reversion as described in Section 9.01, back to Columbia. The City will promptly execute such
instruments reasonably requested by Columbia to ensure that the reversion of the Shoreside
Facilities Sites occurs no earlier than thirty (30) years from the Transfer Date, unless said
property has reverted back to the City prior to such date in accordance with the provisions of this
Agreement.




ARTICLE 10

CLAUSES TO ENSURE MORTGAGE ABILITY

OF THE SHORESIDE FACILITIES SITES




     Section 10.01. Rights to Mortgage Shoreside Facilities Sites. Columbia and its
successors in title shall have the absolute and unconditional right to mortgage at any time and
from time to time the Shoreside Facilities Sites, without the consent of the City, but any
mortgagees’ interest shall be subject to the City’s reversionary interest described in Section 9.01
and elsewhere in this Agreement



     Section 10.02. Estoppel Certificates.



          Section 10.02.1. Rights of Each Party. At any time and from time to time, upon
not less than fifteen (15) business days prior written request (an “Estoppel Certificate Request”)
by either party to this Agreement (the “Requesting Party”), the other party to this Agreement (the
“Certifying Party”) shall execute, acknowledge and deliver to the Requesting Party (or directly to
a third party whose name and address are provided by the requesting party (a ‘Third Party”)) up to
four (4) original counterparts of an estoppel certificate. An Estoppel Certificate Request shall
not be valid unless accompanied by: (a) up to four (4) counterparts of a proposed form of estoppel
certificate reflecting present facts and circumstances at the time of the Estoppel Certificate
Request; and (b) a certificate by the Requesting Party that to the best of the Requesting Party’s
knowledge the proposed form of estoppel certificate is substantially correct and omits no material
information required to be disclosed in such estoppel certificate. Any estoppel certificate may be
relied upon by any Third Party to whom an estoppel certificate is required to be directed.




          Section 10.02.2. Failure to Execute Estoppel Certificate. If (i) the
Requesting Party delivers an Estoppel Certificate Request to the Certifying Party in accordance
with the notice provisions of this Agreement and (ii) fifteen (15) business days have elapsed from
the effectiveness of such Estoppel Certificate Request and during such period the Certifying Party
has failed to execute and deliver to the Requesting Party (or its attorneys or the Third Party(ies)





19









 







designated by such Requesting Party) the Requesting Party shall deliver a second written notice to
the Certifying Party which states that if the Certifying Party does not respond within ten (10)
days, the Certifying Party shall be deemed for all purposes, whether this Agreement has been
terminated or is otherwise in full force and effect, to have executed and delivered to the Third
Party and the Requesting Party an estoppel certificate, dated as of the effective date of the
Estoppel Certificate Request, in the form submitted by the Requesting Party to the Certifying
Party.




          Section 10.02.3. Delivery of Estoppel Certificates. Any Requesting Party may
request that the Certifying Party execute an undated estoppel certificate; such request shall
contain the Requesting Party’s expected date on which the estoppel certificate will be dated. If
the Requesting Party makes such request, then in place of delivering the undated estoppel
certificate to the Requesting Party or any Third Party, the Certifying Party shall deliver the
undated estoppel certificate to the Requesting Party’s escrow agent, who shall hold the undated
estoppel certificate in accordance with the following provisions. If the Certifying Party gives
notice to the Requesting Party’s escrow agent that the estoppel certificate is no longer correct,
then the Requesting Party’s escrow agent shall return the estoppel certificate to the Certifying
Party, who shall, within five (5) business days, execute a corrected undated estoppel certificate
and redeliver it to the Requesting Party’s escrow agent. At any
time when the Requesting Party’s
escrow agent is holding an undated estoppel certificate and has not received notice from the
Certifying Party that such estoppel certificate is incorrect, the Requesting Party shall be
entitled to instruct its escrow agent to date the estoppel certificate as of the then-current date
and deliver it to the Requesting Party or a Third Party. The Requesting Party’s escrow agent shall
promptly comply with such request. The Requesting Party shall be entitled to designate any title
insurance company or abstract company licensed in the state of Mississippi to take the actions to
be taken by the Requesting Party’s escrow agent pursuant to this paragraph.




     If requested by the Requesting Party’s escrow agent or such title insurance company or
abstract company, the Requesting Party and the Certifying Party shall enter into an escrow
agreement, on customary terms, to further implement the provisions of this paragraph.



     Section 10.03.
Event of Default.



          Section 10.03.1. Monetary Default.
If a monetary default shall occur and the monetary default shall continue for fifteen (15) days
after the City has given Columbia notice of such monetary default, specifying in reasonable detail
the amount of money required to be paid by Columbia and the nature of such payment.




          Section 10.03.2.
Non-Monetary Default. If a non-monetary default shall occur
and the non-monetary default shall continue and not be remedied by Columbia within sixty (60) days
after the City shall have delivered to Columbia a notice describing the same in reasonable detail,
or, in the case of a non-monetary default that cannot with due diligence be cured within sixty (60)
days from such notice, if Columbia shall not: (a) within sixty (60) days from the City’s





20









 







notice advise the City of Columbia’s intention to take all reasonable steps necessary to
remedy such non-monetary default; (b) duly commence the cure of such non-monetary default within
such period, and then diligently prosecute to completion the remedy of the non-monetary default;
and (c) complete such remedy within a reasonable time under the circumstances.




          Section 10.03.3. Remedies. Upon occurrence of a monetary Event of Default, as
described in Section 10.03.1, the City may give Columbia notice of intention to obtain the
reversion of the Shoreside Facilities Sites to the City at the expiration of twenty (20) days from
the date of service of such notice of intention. Upon the expiration of such twenty (20) day
period, unless Columbia shall have cured the monetary Event of Default that gave rise to such
notice, fee simple title to the Shoreside Facilities Sites and the Casino Support Facilities
located on the Shoreside Facilities Sites shall revert to the City and the City shall take
possession of the Shoreside Facilities Sites and Casino Support Facilities (specifically excluding
the personal property located on the Shoreside Facilities Sites or in the Casino Support
Facilities; the Riverboat Casino, the Second Riverboat Casino and any substitute riverboat Casino;
and all personal property located on said riverboats), and the City shall be entitled to the
termination fee calculated in accordance with Section 7.01 for the remainder of the applicable
period. Columbia shall, at its expense, on or before sixty (60) days after the Shoreside Facilities
Sites and Casino Support Facilities revert to the City, remove the Riverboat Casino, the Second
Riverboat Casino, if any, or any substitute riverboat casino from the Casino Support Facilities and
Shoreside Facilities Sites.




     Upon occurrence of a non-monetary Event of Default, as described in Section 10.03.2, the City
may give Columbia a notice of intention to obtain the reversion of the Shoreside Facilities Sites
to the City at the expiration of thirty (30) days from the date of service of such notice of
intention. Upon the expiration of such thirty (30) day period, unless Columbia shall have (i)
completely cured the non-monetary Event of Default that gave rise to such notice; or (ii) commenced
to cure such non-monetary Event of Default that gave rise to such notice and is diligently pursuing
completion of such remedy of the non-monetary Event of Default, fee simple title to the Shoreside
Facilities Sites and the Casino Support Facilities located on the Shoreside Facilities shall revert
to the City, and the City shall take possession of the Shoreside Facilities Sites and Casino
Support Facilities (specifically excluding the personal property located on the Shoreside
Facilities Sites or in the Casino Support Facilities; the Riverboat Casino, the Second Riverboat
Casino and any substitute riverboat casino; and all personal property located on said riverboats),
and the City shall be entitled to the termination fee calculated in accordance with Section 7.01
for the remainder of the applicable period. Columbia shall, at its expense, on or before sixty (60)
days after the Shoreside Facilities Sites and Casino Support Facilities revert to the City, remove
the Riverboat Casino, the Second Riverboat Casino, if any, or any substitute riverboat casino from
the Casino Support Facilities and Shoreside Facilities Sites.



          Section 10.03.4.
Pending Dispute Regarding Event of Default. Notwithstanding
anything to the contrary in the foregoing remedies provided for the City under this Agreement, if
Columbia shall have given the City notice prior to the fee simple title to the Shoreside Facilities







21









 







Sites reverting to the City, that Columbia contests the City’s determination that an Event of
Default has occurred and specified in detail all reasons for such contest, then the City shall not
disturb Columbia’s title or possession of the Shoreside Facilities Sites, Columbia shall be
entitled to remain in possession of the Shoreside Facilities Sites, so long as: (a) Columbia
continues to pay the City the Fixed Amount and Percentage Amount provided for in this Agreement and
continues to perform such other obligations under this Agreement as are not in dispute; and (b)
Columbia is prosecuting appropriate judicial proceedings to prevent the Shoreside Facilities Sites
from reverting back to the City.




     Section 10.04. In the Event Columbia Temporarily Ceases to Operate the Casino
Support Facilities or the Riverboat Casino. It shall not be an Event of Default under this
Agreement as it relates to the Shoreside Facilities Sites if Columbia from time to time temporarily
ceases operation of the Riverboat Casino or the Second Riverboat Casino, or a substitute riverboat
casino or the Casino Support Facilities provided that: (i) Columbia makes, in lieu of the actual
Fixed Amount and Percentage Amount due based on the formulas set forth in Section 1.01, a monetary
payment to the City for each month said operations are closed equal to the average monthly payment
adjusted by the CPI of the Fixed Amount and Percentage Amount paid by Columbia during the twelve
(12) month period preceding the closing of the Riverboat Casino or Second Riverboat Casino, or a
substitute riverboat casino or the Casino Support Facilities; and (ii) said temporary closure is
for a period of twelve (12) consecutive months or less. Columbia shall deliver to the City written
notice of any temporary cessation in the operations of the Riverboat Casino or the Second Riverboat
Casino, or a substitute riverboat casino or the Casino Support Facilities within fifteen (15) days
after such temporary cessation of operations commences and such notice shall contain the reasons
for the temporary cessation of operations and the expected reopening date.



     A closure of an area in the Casino Support Facilities or on the Riverboat Casino, Second
Riverboat Casino or a substitute riverboat casino for refurbishment or remodeling or change of use
shall not constitute a closure for purposes of this Section 10.04, and Columbia shall continue to
pay the Fixed Amount and Percentage Amount due in accordance with the formulas set forth in Section
1.01.



     Notwithstanding the above, if the reason the Casino Support Facilities, Riverboat Casino,
Second Riverboat Casino or substitute riverboat casino ceases operations is because of an event of
Force Majeure or Casualty, the twelve (12) month period shall not apply provided that Columbia
recommences operation as soon as such operations can be commenced without jeopardizing said
facilities; Columbia’s employees or the public. During the period said facilities are closed
because of an event of Force Majeure or Casualty, Columbia shall make the Fixed Amount and
Percentage Amount payments described in the first paragraph of this Section.



     Section 10.05. Other Mortgagee Protection Provisions.




22









 








          Section 10.05.1. Modifications Required by Mortgagee. If any mortgagee or
prospective mortgagee shall require any modification(s) of this Agreement after Closing (including
clarifications and supplementations to Mortgagee’s Cure Rights), then the City shall, at Columbia’s
request, promptly execute and deliver to Columbia such instruments in recordable form effecting
such modification(s) as such mortgagee or prospective mortgagee shall require, provided that such
modification(s): (i) do not adversely affect any of the City’s rights or materially increase any of
the City’s obligations under this Agreement; (ii) are consistent with the customary requirements of
institutional lenders at the time in the state of Mississippi, or are required by banking,
insurance or similar laws and regulations; and (iii) can be legally agreed to by the City.




          Section 10.05.2. Initial Notice. If Columbia enters into any mortgage(s), then
the mortgagee(s) thereunder shall be entitled to the mortgagee protections provided for under this
Agreement only from and after such time as Columbia or such mortgagee has either (or both): (a)
given the City notice of the name and address of such mortgagee, accompanied by a copy of the
executed mortgage; or (b) recorded or caused to be recorded an instrument giving notice of such
mortgage and the name and address of the mortgagee.




          Any mortgagee shall be free to change its name and address from time to time by notice to the
City. In the event of a change of name, such notice may be provided either by the original
mortgagee or by the mortgagee under its new name, without proof of any kind confirming the change
of name. Notice of any change of a mortgagee’s identity or address, or of a transfer of a mortgage,
may be made by any means permitted for the original notice of the mortgagee’s original name and
address.




          Section 10.05.3. Termination of Mortgagee’s Rights. If a mortgagee is entitled
to the mortgagee protections provided for under this Agreement, then such entitlement shall not
terminate unless and until such time, if any, as the mortgagee shall have been satisfied and
discharged of record.




          Section 10.05.4.
Cancellation, Surrender, Amendment, Etc. No voluntary (i)
cancellation; (ii) termination; (iii) surrender, acceptance of surrender, (iv) abandonment; (v)
amendment; (vi) modification of this Agreement; or (vii) the reversion of the Shoreside Facilities
Sites shall occur without the prior consent of such mortgagee.




          Section 10.05.5. Copies of Notices. If the City shall give any notice to
Columbia, then the City shall at the same time and by the same means give a copy of such notice to
each mortgagee. No notice to Columbia shall be effective unless and until so given to each
mortgagee. No Event of Default predicated upon the giving of notice to Columbia shall be deemed to
have occurred unless like notice shall have been so given to each mortgagee at the same time and by
the same means, which notice shall describe in reasonable detail the
alleged Event of Default.





23









 








          Section 10.05.6. Columbia’s Cure Period Expiration Notice. If Columbia is
in default under this Agreement as it relates to the Shoreside Facilities Sites, and the cure
period applicable to Columbia expires without cure of Columbia’s default, then the City shall
promptly give notice of such fact to each mortgagee, which notice shall describe in reasonable
detail Columbia’s default (a “Columbia Cure Period Expiration Notice”).




          Section 10.05.7. Right to Perform Covenants and Agreements. Any mortgagee
shall have the right, but not the obligation to perform any obligation of Columbia under this
Agreement and to remedy any default by Columbia. The City shall accept performance by or at the
instigation of a mortgagee in fulfillment of Columbia’s obligations, for the account of Columbia
and with the same force and effect as if performed by Columbia. No such performance by a mortgagee
shall cause such mortgagee to become a “mortgagee in possession” or otherwise cause such mortgagee
to be deemed to be in possession of the Shoreside Facilities Sites or
bound by this Agreement.




          Section 10.05.8. Transfer of Columbia’s Rights. Columbia may delegate or
otherwise transfer to a mortgagee any or all of Columbia’s rights under this Agreement, but no such
delegation or transfer shall bind the City unless and until the City shall have received a copy of
a written instrument effecting such delegation accompanied by a photocopy of the mortgagee’s
fully-executed mortgage. Such delegation or transfer of authority may be effected by the terms of
the mortgage itself, in which case service upon the City of an executed counterpart of certified
copy of such mortgage, together with a written notice specifying the provisions of such mortgage
that delegate or transfer such authority to the mortgagee, shall be sufficient to bind the City to
such delegation or transfer of rights.




          Section 10.05.9. Notice of Default and Mortgagee’s Cure Rights. Upon receiving
any notice of default, any mortgagees shall have the same cure period granted to Columbia under
this Agreement, plus the additional time provided for below, within which to take (if such
mortgagee so elects) whichever of the actions set forth below shall apply with respect to the
default described in such notice of default (such actions, “Mortgagee’s Cure”; and, a mortgagee’s
rights to take such actions, “Mortgagee’s Cure Rights”):




          In the case of a monetary default, or a non-monetary default that a mortgagee is reasonably
capable of curing (without obtaining possession of the Shoreside Facilities Sites) within the cure
period allowed to Columbia under this Agreement, mortgagee shall be entitled (but not required) to
cure such default within a cure period consisting of Columbia’s cure period under this Agreement
extended through the date thirty (30) days after such mortgagee shall have received Columbia’s Cure
Period Expiration Notice as to such default. If the amount of any monetary default has not been
finally determined (for example, if a dispute has arisen between the City and Columbia regarding
the proper amount of the Percentage Amount), then in place of curing of such monetary default a
mortgagee shall be entitled instead to (a) cure such monetary default to the extent the amount
hereof is not in dispute; and (b) undertake in writing that such mortgagee shall cure the remaining
disputed portion of such monetary default within thirty (30)






24









 







days after the dispute shall have been resolved (and the parties shall then cooperate to
resolve such dispute promptly in accordance with this Agreement).




          In the case of any other non-monetary default (other than a non-monetary default that is not
reasonably susceptible of being cured by a mortgagee without having possession of the Shoreside
Facilities Sites), mortgagee shall be entitled, but not required, to (x) within a period consisting
of Columbia’s cure period for the default, extended through the date forty-five (45) days after
receipt of Columbia’s Cure Period Expiration Notice as to such default, advise the City of
mortgagee’s intention to take all reasonable steps necessary to
remedy such non-monetary default;
(y) duly commence the cure of such non-monetary default within such extended period, and thereafter
diligently prosecute to completion the remedy of such nonmonetary default, subject to events of
Force Majeure; and (z) complete such remedy within a reasonable time under the circumstances.




          In the case of a non-monetary default that is not reasonably susceptible of being cured by a
mortgagee without obtaining possession of the Shoreside Facilities Sites (including failure to
complete the Casino Support Facilities), mortgagee shall be entitled (but not required) to do the
following, so long as, with respect to any defaults other than those referred to in this paragraph,
such mortgagee has exercised or is exercising the applicable Mortgagee’s Cure Rights as defined
above:




          At any time during the cure period (if any) that applies to Columbia, extended through the
date forty-five (45) days after such mortgagee’s receipt of the Columbia’s Cure Period Expiration
Notice as to such default, or if no cure period applies to Columbia, then within forty-five (45)
days after receiving notice of the non-monetary default, mortgagee shall be entitled to institute
proceedings, and (subject to any stay in any proceedings involving the bankruptcy, insolvency, or
reorganization of Columbia or the like, or any injunction, unless such stay or injunction is
lifted), diligently prosecute the same to completion subject to Force Majeure, to obtain possession
of the Shoreside Facilities Sites as mortgagee (including possession by the receiver), or acquire
the fee simple estate of Columbia subject to the City’s reversionary right by foreclosure
proceedings or otherwise, including delivery of an assignment in lieu of foreclosure (the obtaining
of such possession or the completion of such acquisition, “Control of the Shoreside Facilities
Sites”).




          Upon obtaining Control of the Shoreside Facilities Sites (before or after expiration of
any otherwise applicable cure period), mortgagee shall be entitled (but not required) to
proceed with reasonable diligence and reasonable continuity to cure
such non-monetary defaults
as are then reasonably susceptible of being cured by such mortgagee (excluding personal
defaults of Columbia, which mortgagee shall not be required to cure), subject to Force
Majeure.




          Section 10.05.10. Effect of Cure. A mortgagee shall not be required to
continue to exercise Mortgagee’s Cure Rights or otherwise proceed to obtain or to exercise Control
of the





25









 







Shoreside Facilities Sites if and when the default that such mortgagee was attempting to cure shall
have been cured. Upon such cure and the cure of any other defaults in accordance with this
Agreement, this Agreement shall continue in full force and effect as if no default(s) had occurred,
and Columbia shall retain fee simple title to the Shoreside Facilities Sites subject to the City’s
reversionary interest.




          Section 10.05.11. Quiet Enjoyment. So long as the time period for a mortgagee
to exercise Mortgagee’s Cure Rights with respect to a non-monetary default by Columbia has not
expired (and provided that all monetary defaults are cured within mortgagee’s cure period provided
for under this Agreement), the City shall not (i) re-enter the Shoreside Facilities Sites; (ii)
serve a notice of election to obtain the fee simple title to the Shoreside Facilities Sites through
its reversionary interest; or (iii) bring a proceeding on account of such default to (A) dispossess
Columbia and/or other occupants of the Shoreside Facilities Sites; (B) re-enter the Shoreside
Facilities Sites; (C) terminate this Agreement; or (D) otherwise exercise any other rights or
remedies under this Agreement by reason of such default. Nothing in the mortgagee protections
provided for in this Agreement shall be construed to either (i) extend Columbia’s fee simple estate
beyond the expiration date provided for in this Agreement (including renewal terms) that would have
applied if no default had occurred; or (ii) require any mortgagee to cure any personal default of
Columbia, which the mortgagee is not capable of curing.




          Section 10.05.12. Failure by Mortgagee to Cure Events of Default. In the event
that a mortgagee fails to cure an Event of Default within the applicable time frames provided for
such mortgagee to cure an Event of Default, fee simple title to the Shoreside Facilities Sites and
the Casino Support Facilities located on the Shoreside Facilities Sites shall revert to the City
and the City shall take possession of the Shoreside Facilities Sites and the Casino Support
Facilities (specifically excluding the personal property located on the Shoreside Facilities Sites
or in the Casino Support Facilities; the Riverboat Casino, the Second Riverboat Casino and any
substitute riverboat casino; and all personal property located on said riverboats); and the City
shall be entitled to the termination fee calculated in accordance with Section 7.01 for the
remainder of the applicable period from Columbia. Columbia or the mortgagee shall, at its expense,
on or before sixty (60) days after the Shoreside Facilities Sites and Casino Support Facilities
revert to the City, remove the Riverboat Casino, the Second Riverboat Casino, if any, or any
substitute riverboat casino from the Casino Support Facilities and Shoreside Facilities Sites.




          Section 10.05.13. Mortgagee’s Right to Enter the Shoreside Facilities Sites.
The City and Columbia authorize each mortgagee to enter the Shoreside Facilities Sites as necessary
to effect Mortgagee’s Cure and take any action(s) reasonably necessary to effect Mortgagee’s Cure.
A mortgagee’s rights under this paragraph shall not constitute Control of the Shoreside Facilities
Sites or otherwise be construed to mean that such mortgagee has possession of the Shoreside
Facilities Sites.




          Section 10.05.14. Rights of Mortgagee Upon Acquiring Control. If any mortgagee
or a purchaser at a foreclosure sale shall acquire Control of the Shoreside Facilities





26









 







Sites and shall cure all monetary defaults and proceed and continue to exercise Mortgagee’s Cure
rights, then (i) any personal defaults by Columbia shall no longer be deemed defaults; and (ii) the
City shall recognize any purchaser of Columbia’s fee simple estate subject to the City’s
reversionary rights pursuant to a foreclosure sale under a mortgage, or any transferee of
Columbia’s fee simple estate subject to the City’s reversionary rights under an assignment in lieu
of foreclosure, or, if the mortgagee should be such purchaser or assignee, the mortgagee and any
assignee of the mortgagee.




          Section 10.05.15. Payments Made by Mortgagee. Any payment made by a mortgagee
to the City to cure any claimed default shall be deemed to have been made “under protest” and
without prejudice to Columbia or mortgagee’s recovery of such payment if the City’s claim of a
default shall be determined to have been erroneous.




     Section 10.06. Prohibition on City Granting Mortgage. The City shall not
grant any party a mortgage or security interest in the Shoreside Facilities Sites or the
Casino Support Facilities. This provision, however, shall not be interpreted so as to
prohibit the City from assigning its right to receive the Fixed Amount and Percentage Amount
from Columbia hereunder.



     Section 10.07.
Bankruptcy.



          Section 10.07.1. Affecting Columbia. If
Columbia (as debtor in possession) or a trustee in bankruptcy for Columbia rejects this Agreement
in connection with any proceeding involving Columbia under the United States Bankruptcy Code or any
similar state or federal statute for the relief of debtors (a “Bankruptcy Proceeding”), then the
City agrees, for the benefit of each and every mortgagee, that such rejection shall be deemed
Columbia’s assignment in lieu of foreclosure. Upon such deemed assignment, this Agreement shall not
terminate and each mortgagee shall continue to have all the rights of a mortgagee under this
Agreement as if the Bankruptcy Proceeding had not occurred, unless such mortgagee shall reject such
deemed assignment by written notice to the City within thirty (30) days after receiving written
notice of the rejection of this Agreement in Bankruptcy Proceedings. If any court of competent
jurisdiction shall determine that this Agreement shall have been terminated notwithstanding the
deemed assignment provided for in place of rejection of this Agreement, then Columbia’s mortgagees
shall be entitled to a new agreement on the same terms as set forth herein.




          Section 10.07.2. Affecting the City. If the City (as debtor in possession) or
a trustee in bankruptcy for the City rejects this Agreement in connection with any Bankruptcy
Proceeding involving the City, Columbia’s fee simple estate shall continue unaffected and the City
shall only be entitled to its reversionary interest at the end of thirty (30) years from Transfer
Date and the amounts specified in Section 1.01 and Section 5.01 any damages arising from such
rejection in accordance with applicable law governing the Bankruptcy Proceeding.









27









 








     Section 10.08.
Default by the City. If the City fails, after Closing, to
comply with any or all of the obligations, covenants, warranties or agreements to be performed,
honored or observed by the City under and pursuant to the terms and provisions of this Agreement,
and such monetary default is not cured within thirty (30) days after notice of such non-monetary
default is not cured within ninety (90) days after notice, then Columbia shall have the right to
damages, specific performance or any other remedy legally available to Columbia. However, if the
breach by the City is non-monetary and is of a nature that it cannot reasonably be remedied or
corrected within such ninety (90) day period, then such ninety (90) day period shall be deemed to
be extended for such additional period as may reasonably be required to remedy or correct the same
if the City promptly commences to remedy the breach upon receipt of Columbia’s notice and continues
therewith with due diligence.



ARTICLE 11

REPRESENTATIONS, WARRANTIES AND COVENANTS




     Section 11.01. Representations and Warranties. The City represents and
warrants to Columbia that the following facts and conditions exist and are true as of the Effective
Date and shall exist and be true as of the Transfer Date and as of the date of recording of the
deeds:



          (a) The City is a municipality duly organized and validly existing in good standing
under the laws of the state of Mississippi;




          (b) INTENTIONALLY OMITTED




          (c) This Agreement constitutes, and all documents executed and delivered by the City in
connection with the transaction contemplated hereby shall constitute, valid and binding obligations
of the City. The execution of this Agreement and all documents and instruments to be delivered by
the City in connection with the transactions contemplated herein have been duly authorized. Neither
the execution and delivery of this Agreement nor the consummation of the transactions contemplated
hereby will be in violation of any agreement, contract or other restriction to which the City is a
party or is bound;




          (d) Harrah’s has no outstanding obligations, including payment obligations, in connection with
Harrah’s acquisition or development of the Property or otherwise under the Master Agreement.




          (e) As of the date hereof, Harrah’s is in full compliance with its obligations under the
Master Agreement and the Recorded Documents and there is no state of
facts, either with or
without the passage of time that would constitute a default thereunder.




          (f) There are no pending eminent domain proceedings or any other governmental action or
judicial actions of any kind against the Property, with the exception of the McGuffie Two lot. The
City is not negotiating to transfer or sell any portion of its interest in





28









 







the Property. The Property complies with all current building codes and other City
requirements.




          (g) This Master Agreement is unmodified and in full force and effect. Except for
documents and other agreements of record between the City and Harrah’s (collectively, the “Recorded
Agreements”) and the Master Agreement, there are no written or oral agreements, understandings or
ordinances relating to the Property.




          (h) There are no lease, rental, license or other agreements affecting any portion of City
Property, except for the agreements with the City merchants to use the City Garages and the
agreement with Mississippi River Tours, Inc., which only affect the Second Riverboat Property, and
the agreement with the U.S. Army Corps of Engineers regarding maintenance of the floodwall, and no
persons or entities are in possession of or have any right to use or occupy any portion of the City
Property except for the City and those parties to the above-referenced agreements;




          (i) INTENTIONALLY OMITTED




          (j) INTENTIONALLY OMITTED




          (k) There is no existing or, to the City’s knowledge, pending or threatened condemnation
or other similar proceedings affecting any portion of the City Property, or any pending public
improvements in, about or otherwise affecting the City Property, except for the improvements
described herein, or access to the City Property or which will create additional cost to the owner
of the City Property by means of special assessments;




          (l) INTENTIONALLY OMITTED





          (m) INTENTIONALLY OMITTED




          (n) INTENTIONALLY OMITTED





          (o) INTENTIONALLY OMITTED




          (p) The
City is not a “foreign person” within the meaning of
Section 1445(f)(3)
of the Internal Revenue Code of 1986;




          (q) INTENTIONALLY OMITTED




          (r) The City knows of no facts, nor has the City failed to disclose any facts it is
aware of, which would materially adversely affect Columbia’s fee simple estate or prevent Columbia
from operating the Hotel, the Casino Support Facilities or the Riverboat Casino. The City is not
making any representations as to matters at law;




          (s) INTENTIONALLY OMITTED




          (t) Upon the execution of the Agreement, that prior Master Agreement, dated January
21st, 1993, and all amendments thereto, entered into by and between the City and









29









 







Harrah’s shall be of no further force or effect except for definitions, as provided under
this Agreement’s Definitions Section




          (u) The City has received no notice that the City Property violates any applicable
law, regulation, ordinance code or insurance requirement.




     Section 11.02. Covenants. Commencing on the Effective Date and continuing
until the earlier of (i) the date this Agreement is terminated or expires the City:



          (a) INTENTIONALLY OMITTED




          (b) INTENTIONALLY OMITTED




          (c) INTENTIONALLY OMITTED




          (d) INTENTIONALLY OMITTED




          (e) INTENTIONALLY OMITTED




          (f) shall not enter into any contract for an alternative riverboat casino on property owned,
leased or controlled by the City as outlined in Article 6 of the Agreement.




          (g) agrees to amend its zoning ordinance to allow a surface parking lot, as opposed to
multi-level parking decks, to be in the historic/downtown district.




          (h) agrees to convey parcel 60 for parcel 21, subject to the City’s reversionary interest
in the Shoreside Facilities Sites, as defined in Article 9, and which is deemed to be fair market
value under Section 57-7-1 of the Mississippi Code. The City shall be responsible for executing all
documents necessary to complete this swap.




          (i) agrees to close that portion of South Street that is owned on both sides by
Columbia, provided that the City retains access to the floodgates and any utilities within that
portion of South Street.




     Section 11.03.
Survival of Representations, Warranties, and Covenants. All of
the City’s representations, warranties and covenants shall survive the Transfer. In the event any
of the City’s representations, warranties or covenants hereunder are determined to be materially
false or misleading prior to the Transfer, Columbia shall have the option of (i) waiving such
failure and proceeding to the Transfer subject thereto or (ii) declaring this Agreement to be in
default and exercising the right to damages, specific performance or any other legally available
remedy, including, but not limited to, the right to terminate this Agreement without a termination
fee. In the event any of the City’s representations, warranties or covenants are determined to be
materially false or misleading after Transfer and Columbia suffers damages, Columbia shall be
entitled to damages, specific performance or any other remedy legally available to Columbia.




30









 








     Section 11.04. Columbia’s Representations and Warranties. Columbia
represents and warrants to the City that the following facts and conditions exist and are true as
of the date hereof and shall exist and be true as of the date of Transfer and as of the date of
recording of the deeds:



          (a) Columbia is a Mississippi limited liability company duly organized and validly existing in
good standing under the laws of the state of Mississippi and authorized to do business in
Mississippi;




          (b) This Agreement constitutes, and all documents executed and delivered by Columbia in
connection with the transaction contemplated hereby shall constitute, valid and binding obligations
of Columbia. The execution of this Agreement and all documents and instruments to be delivered by
Columbia in connection with the transactions contemplated herein has been duly authorized. Neither
the execution and delivery of this Agreement nor the consummation of the transactions contemplated
hereby will be in violation of any agreement, contract or other restriction to which Columbia is a
party or is bound.




          (c) The Guaranty of CSC constitutes a binding obligation of Columbia Properties Vicksburg,
LLC. Execution of said guaranty has been duly authorized and does not violate any agreements,
contracts, or other restrictions to which CSC is a party or bound.




ARTICLE 12

MISCELLANEOUS




     Section 12.01.
Execution by Both Parties. This Agreement shall not become
effective and binding until fully executed and delivered by Columbia and the City (“Effective
Date”).



     Section 12.02. Captions. The captions employed in this Agreement are for
convenience only and are not intended to in any way limit or amplify the terms and provisions of
this Agreement.



     Section 12.03.
Entire Agreement. This Agreement contains the complete agreement
between the parties and cannot be varied or waived except by the written agreement of the parties.
The parties agree that said agreement constitutes the entire agreement between the parties and no
other oral agreements, understandings, representations or warranties prior to or contemporaneous
with said agreement shall be effective, except as expressly set forth or incorporated herein.



     Any portion of said agreement not otherwise consummated at the Transfer shall survive the
Closing of this transaction as continuing agreement between the parties.



     Section 12.04. Successors and Assigns. This Agreement shall apply to,
inure to the benefit of and be binding upon and enforceable against the parties hereto and
their respective




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successors, assigns, heirs, executors, administrators and legal representatives to the same extent
as if specified at length throughout this Agreement.




     This Agreement may be assigned from time to time by Columbia upon written notice to the City,
to any parent, subsidiary or affiliate of Columbia, or its successor corporation, provided that
such assignee agrees to be bound by the terms and conditions of this Agreement. Upon assignment,
Columbia shall be released from all obligations and liabilities hereunder. The acquisition of
Columbia or its parent company by a third party shall not constitute an assignment of this
Agreement by Columbia, and this Agreement shall remain in full force and effect between Columbia
and the City.



     In addition, Columbia shall have the right, upon written notice to the City, to assign this
Agreement to a third party, provided that such third party’s performance under this Agreement
continues to be guaranteed by Columbia Sussex Corporation, Inc., its successor corporation or
corporation with a net worth of at least TWENTY MILLION DOLLARS and 00/100 ($20,000,000).



     The City shall not assign this Agreement. The City shall have the right to assign the
proceeds derived pursuant to this Agreement to third parties.



     Section 12.05. Sale of Fee Simple Title. The limitations on assignability of
this Agreement set forth in Section 12.04 shall not in any manner limit Columbia’s right to sell
the Hotel or Hotel Site to a third party after the Hotel is substantially completed and opens to
the public and commences doing business. Furthermore, Columbia shall have the right to sell its fee
simple title to the Shoreside Facilities Sites and the Casino Support Facilities subject to the
City’s reversionary interest after the Casino Support Facilities are substantially completed and
open to the public for business.



     Any third party purchaser of the Hotel, the Hotel Site, the Shoreside Facilities Sites or the
Casino Support Facilities shall be subject to the terms and conditions contained in this Agreement.



     Section 12.06. Gender and Number. The plural shall include the singular and
the singular, the plural, wherever the context so permits; the masculine shall include the feminine
and the neuter; the feminine, the masculine and the neuter, and the neuter, the masculine and the
feminine.



     Section 12.07. Attorneys’ Fees and Other Costs. The parties to this Agreement
shall bear their own attorneys’ fees in relation to negotiating and drafting this Agreement. Should
Columbia or the City engage in litigation to enforce their respective rights pursuant to this
Agreement, the prevailing party shall have the right to indemnity by the non-prevailing party for
an amount equal to the prevailing party’s reasonable attorneys’ fees, court costs and expenses
arising therefrom.




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     Section 12.08. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of Mississippi, without giving effect to any
conflicts of laws.



     Columbia
and the City agree that the venue for any dispute shall be in the Southern Federal
District Court of Mississippi. If federal court jurisdiction is not available, the venue for any
dispute shall be Warren County, Mississippi.



     Section 12.09. Notices. All notices required, permitted, or given pursuant to
the provisions of this Agreement shall be in writing, and either (i) hand-delivered; (ii) delivered
by certified mail, postage prepaid, return receipt requested; (iii) delivered by an overnight
delivery service; or (iv) delivered by facsimile machine followed within twenty-four (24) hours by
delivery under options (i), (ii) or (iii), addressed as follows:



	 	 	 
	     If to City:

	 	City of Vicksburg
	 

	 	1401 Walnut Street 

Vicksburg, MS 39180
	 

	 	Attn: City Clerk
	 

	 	Facsimile Number: (601) 634-4565
	 
	 	 
	 

	 	with a copy to:
	 
	 	 
	 

	 	City of Vicksburg Legal Department
	 

	 	1401 Walnut Street
	 

	 	Vicksburg, MS 39180
	 
	 	 
	 

	 	Facsimile Number: (601) 634-6232
	 
	 	 
	     If to Columbia:

	 	Columbia Properties Vicksburg LLC,
	 

	 	a Mississippi limited liability company
	 

	 	207 Grandview Drive
	 

	 	Fort Mitchell, KY 41017
	 

	 	Attn: Joseph A. Yung
	 

	 	Facsimile Number: (859) 578-1190
	 
	 	 
	 

	 	with a copy to:
	 
	 	 
	 

	 	Balch & Bingham LLP
	 

	 	401 East Capitol Street






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	 	Suite 200
	 

	 	Jackson, MS 39201
	 

	 	Attn: Scott E. Andress
	 

	 	Facsimile No. (601) 961-4466






     Notices shall be deemed delivered (i) on the date that is five (5) calendar days after the
notice is deposited in the U.S. mail (not counting the mailing date), if sent by certified mail;
(ii) on the date the hand-delivery is made, if hand-delivered; (iii) on the date the transmission
is made, if delivered by facsimile machine; or (iv) on the next business day following the service,
if delivered by an overnight delivery service. The addresses given above may be changed by any
party by notice given in the manner provided herein.



     Section 12.10. Period of Time. Whenever any determination is to be made or
action is to be taken on a date specified in this Agreement, if such date shall fall on a Saturday,
Sunday or legal holiday under the laws of the state of Mississippi, then in such event, said date
shall be extended to the next day which is not a Saturday, Sunday or legal holiday.



     Section 12.11.
Preparation of Agreement. This Agreement shall not be construed
more strongly against either party regardless of who is responsible for it preparation.



     Section 12.12. Exhibits. All exhibits attached hereto are incorporated
herein by reference and made a part hereof as if fully rewritten or reproduced herein.



     Section 12.13. Further Agreements. The City and Columbia agree to execute,
acknowledge, and deliver, or cause to be delivered, any and all such conveyances, assignments,
confirmations, satisfactions, releases, instruments of further assurance, approvals, consents and
such other instruments and documents as may be reasonably necessary to carry out the intent and
purpose of this Agreement and in transactions contemplated hereby.



     Section 12.14. No personal Liability. Neither the shareholders, officers,
directors, agents or employees of Columbia, nor the officers, employees, agents or representatives
of the City shall be personally or individually liable under this
Agreement.



     Section 12.15. Agreement to Cooperate. The City agrees, at Columbia’s expense
(i) to fully cooperate with Columbia in connection with Columbia’s obtaining all necessary
regulatory approvals, permits and licenses for Columbia to develop the Hotel, the Casino Support
Facilities and the Riverboat Casino; and (ii) that it will join in any applications made by
Columbia for such approvals, permits and licenses if Columbia deems such action would expedite the
approval process.



     Section 12.16. INTENTIONALLY OMITTED




34









 








     Section 12.17. Authority to Execute. The City and Columbia represent and
warrant to each other that their respective entities have full power and authority to execute this
Agreement and to be bound by and perform the terms hereof. On request, each party shall furnish the
other evidence of such authority.



     Section 12.18. Force Majeure. An event of force majeure shall include, but not
be limited to, acts of war, insurrection, civil strife and commotion, labor unrest, acts of God or
the discovery of Hazardous Chemicals (“Force Majeure”).



     Upon the occurrence of an event of Force Majeure, Columbia may cease operation of all or part
of its development efforts, recommencing such development efforts when Columbia deems, in the
reasonable exercise of its discretion, that such may be done without jeopardy to the development,
its employees or the public. It is further understood and agreed that with respect to any
obligation to be performed by Columbia or the City, such party shall in no event be liable for
failure so to do when prevented by an event of Force Majeure. The time within which such obligation
shall be performed shall be extended for a period of time equivalent to the delay from such event
of Force Majeure.



     Section 12.19. City as Landowner. Columbia acknowledges that the City is a
governmental entity, a municipality, subject to laws that do not apply to private landowners. In
addition, the City as a municipality has certain governmental functions which it cannot obligate,
agree in advance how it will exercise those functions and cannot contract regarding the exercise of
its governmental functions. In recognition of the City’s status as a municipality, it is agreed
that nothing in this Agreement shall be deemed to require the City to do anything which is in
violation of applicable law or becomes prohibitive by applicable law regarding municipalities.



     Any covenant, agreement or provision in this Agreement is subject to and limited by applicable
state and federal law regulating municipalities. Any agreement or covenants of approval, or
condition on the City shall never be treated as obligating the City in its governmental capacity as
a municipality or to obligate the City to adopt any codes, ordinances or make any governmental
decisions but are only intended to apply to the City to the extent that those requirements would
apply to a private non-governmental landowner, except where it is expressly provided herein that
the City is specifically taking the specified action in its governmental capacity.



     Section 12.20. Counterparts. This Agreement may be executed simultaneously in
one or more counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument.



     Section 12.21. Recording Fees. All recording fees associated with the Agreement will
be the responsibility of Columbia.




35









 








     Section 12.22. Rule Against Perpetuities. If the rule against perpetuities or any rule of law
with respect to restrictions on the alienation of property or any other rule of law shall limit
the time when any event contemplated by the Agreement may occur, the happening of such event shall
not be impaired within any period permitted by such rule. Such period with respect to the rule
against perpetuities shall expire upon the expiration of twenty (20) years after the death of the
last survivor of the following persons:


Jennifer Ann Thomas of Memphis, Tennessee

Justin Robert Wright of Memphis, Tennessee

Kelsey Alexandra Wright of Memphis, Tennessee

Thomas Justin Bayless of Memphis, Tennessee

Nathan Wiley Reynolds of Memphis, Tennessee



The intent of this provision is to allow to the maximum extent permissible by an applicable rule of
law the occurrence of any event contemplated by this Agreement.





36









 







Witness Our Signatures on the date herein below.



This the 24th day of
October, 2003.




	 	 	 	 	 	 	 
	 	 	The Mayor and Aldermen of	 	 
	 	 	The City of Vicksburg, MS	 	 
	 
	 	 	 	 	 	 
	 

	 	/s/ Laurence E. Leyens	 	 
	 

	 	 	 	 
			By:		Laurence E. Leyens,		
	 

	 	 
	 	Mayor	 	 






Attest:




/s/
[ILLEGIBLE]                               

     City Clerk



This the
22nd day of October, 2003.




	 	 	 	 	 	 	 
	 	 	Columbia Properties, 

Vicksburg, LLC
	 	 
	 
	 	 	 	 	 	 
	 

	 	/s/ William J. Yung
	 	 
	 

	 	 	 	 
	 

	 	By:
	 	William J. Yung	 	 
	 

	 	 	 	President	 	 






37









 






	 	 	 
	STATE OF KENTUCKY
	 	)
	 
	 	)ss.
	COUNTY OF KENTON
	 	)






     Personally appeared before me, the undersigned authority in and for the said county
and
state, on this
22nd day
of October, 2003, within my jurisdiction, the within
named Willims J. Yung who acknowledged that he is the president
of Columbia Properties Vicksburg, L.L.C., a Mississipi limited

liability
company, and that for and on behalf of the said limited liability company, and as
its act and deed, he executed the above and foregoing instrument, after first having been duly
authorized by said limited liability company so to do.



	 	 	 	 	 	 	 
	 

	 	 	 	/s/ [ILLEGIBLE]
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	NOTARY PUBLIC	 	 






My Commission Expires:



MICHELLE STALLMEYER



[ILLEGIBLE]






	 	 	 
	/s/ Michelle Stallmeyer

 

Signature

	 	 







38









 








State Of Mississippi

County of Warren




     On this
24th day of October, 2003, personally appeared before
me, a
notary public in and for said County and State, Lawrence Leyens,
known to me to be the Mayor of the
City of Vicksburg, Mississippi and upon oath did depose that he is the Mayor of said City, that the
signature to said instrument was made by him as Mayor of said City, and that the City executed the
said instrument freely and voluntarily and for the uses and purposes therein mentioned.



	 	 	 	 	 	 	 
	 

	 	 	 	/s/ Barbara Jean Luke	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Notary Public
	 	 






My
Commission Expires: July 11, 2007