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EXHIBIT
10.10(c)




SECOND AMENDMENT TO

AMENDED AND RESTATED LEASE AGREEMENT




     THIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (the
“Second Amendment”) is entered into effective as of July 1, 2003 by and between
GREENVILLE MARINE CORPORATION, with its principal place of business, at P.O. Box
539, Greenville, Washington County, Mississippi (“Lessor”) and GREENVILLE
RIVERBOAT, LLC, with its principal place of business at 201 N. Lakefront Drive,
Greenville, Washington County, Mississippi (“Lessee”). Lessor and Lessee are
sometimes hereafter collectively referred to as the “Parties,” and “Party” shall
mean either of them.



     WHEREAS, Lessor and Rainbow Entertainment, Inc. (“Rainbow”) entered into an
Amended and Restated Lease Agreement dated January 20, 1995 (the “Lease”); and



     WHEREAS, by Assignment and Assumption of Lease dated October 24, 1995,
Rainbow assigned all of its right, title and interest in and to the Lease to
Lessee; and



     WHEREAS, effective as of October 26, 1995, the Parties entered into that
First Amendment to Amended and Restated Lease Agreement; and



     WHEREAS, the Parties hereto desire to further amend the Lease in accordance
with the terms of this Second Amendment.



     NOW, THEREFORE, for and in consideration of the mutual promises,
agreements, covenants, representations and warranties of the Parties contained
herein and in the Lease, as previously amended, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree that the Lease is hereby
further amended as follows:



     1. Defined Terms. Except as otherwise set forth herein, all defined
terms used in this Second Amendment (which are capitalized for identification)
shall have the meaning assigned to them in the Lease, as previously amended.



     2. Rental. Section 4.3 of the Lease is hereby amended and restated
as follows:




     4.3. The minimum monthly Base Rent, Base Percentage Rent and
Secondary Percentage Rent for the first renewal term, July 1,
1999, through June 30, 2004, will be the



 









 






same as for the last four (4) years of the initial term of
the lease. The minimum Base Rent after the first renewal term and
for all succeeding terms shall be $75,000.00 per month and the Base
Percentage Rent shall be a sum of money equal to two percent (2%) of
the total Gross Gaming Revenues (as defined in this Lease) in
addition to the eight percent (8%) Secondary Percentage Rent of
annual gross revenues above $36,575,000.00 calculated in accordance
with Section 4.2 of the Lease and payable as set forth in Section
4.2 of the Lease.



     3. Sublease. Section 5.3 of the Lease is hereby amended and restated
as follows:




     5.3 (a) Lessor acknowledges that pursuant to the terms of that
certain Sublease Agreement dated as of June 26, 1996 (the
“Sublease”), Lessee subleased that certain part of the premises
shown in cross-hatched on Exhibit “B” thereto (the “Subparcel”) to
Sargasso Corporation, an affiliate of Wimar Tahoe Corporation (the
“Subtenant”). Lessee represents and warrants to Lessor that said
Sublease is in full force and effect and has not been amended, and
that the Sublease shall not be amended without the prior, written
consent of Lessor. Lessor’s consent shall not be unreasonably
withheld provided that such proposed amendment does not (i)
materially reduce the value of the overall Premises, (ii) adversely
affect Lessor’s right to terminate as provided for in (c) below,
(iii) adversely affect or diminish any other rights of Lessor under
the Lease, or (iv) adversely affect or diminish Lessee’s obligations
to Lessor under the Lease.




     (b) Lessee shall have the right (with the prior, written consent
of Lessor) to sublease up to two and one-half acres (including the
Subparcel) to Wimar Tahoe Corporation or any affiliate of Wimar Tahoe
Corporation on such terms and conditions as Lessee determines are
acceptable in its reasonable business judgment but only for the
purpose of developing, constructing and operating an additional or
expanding or modifying an existing motel, hotel, restaurant, bar,
business office, entertainment facilities for the performing arts, or
other related facilities on the additional subparcel; provided,
however, the additional subparcel will not be utilized in any way for
gaming purposes or operations, except that which is operated at the
Premises by the Lessee (or the Lessor and his assigns if this Lease
is terminated). Any motel or hotel shall be constructed and



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maintained as a quality facility similar to hotels and motels
operated under nationally-known franchises which charge the same
rates as subtenant. Any restaurant or bar shall be
constructed and maintained as a quality facility. Subtenant shall
agree to keep all facilities in good condition and repair, excepting
ordinary wear and tear, and such covenant shall be enforceable by
Lessor. Subtenant and Lessee shall share parking availability on the
Premises as agreed in the additional sublease.




     (c) In the event that this Lease is terminated for any reason,
Lessee agrees that the Sublease (and any renewal or extension thereof)
and any additional sublease entered into by Lessee pursuant to 5.3(b)
above shall be terminated simultaneously with the termination of this
Lease. Lessee and Subtenant agree that they shall execute an amendment
to the Sublease substantially in the form attached as Exhibit “A”
hereto, the terms of which are incorporated herein by reference,
simultaneously with the execution of this Second Amendment. Moreover, in
the event Lessee shall enter into an additional sublease as provided for
in 5.3(b) above, Lessee agrees that such additional sublease shall
include a provision that it shall be terminated simultaneously with the
termination of this Lease.




     (d) Subtenant and any additional subtenant (as provided for in
5.3(b) above) shall have the right to grant a mortgage on or assign under
a deed of trust all of such subtenant’s sublease interest in such
subparcel upon the terms and conditions set forth in Section 12 of this
Lease.



     4. Taxes. Section 7 of the Lease is hereby amended and restated as
follows:




Section 7. Taxes. Lessee shall be responsible for the
payment of all ad valorem taxes and assessments attributable to the
Premises (and the improvements located thereon) for 2003 and
thereafter during the term of the Lease.



     5. Improvements. Section 13 of the Lease is hereby amended and
restated as follows:




Section 13. Improvements. Upon expiration or
termination of this Lease, all improvements to the Premises
(including, without limitation, site



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improvements, buildings and Fixtures) shall remain with the
Premises and become the property of the Lessor. For purposes of this
section, “Fixtures” shall be deemed to include, without limitation:
permanently installed equipment such as sinks, light fixtures and
chandeliers, bars, dishwashers, stoves, grills, ovens, broilers,
fryers, vent hoods, fire extinguisher systems, coolers,
refrigerators, freezers, warmers, counters and cabinets, ice makers,
built-in booths, and waste disposals; sewage disposal systems;
electrical systems (including but not limited to generators);
heating, air conditioning and ventilation systems; plumbing systems;
and telephone systems (excluding the actual telephones). Lessor
agrees that Lessee shall have the right to remove movable personal
property (that is not attached to any of the improvements and that is
not included within the definition of “Fixtures” as set forth above),
gaming equipment, furniture and furnishings, and any vessel, boat or
barge operated as a casino, to the extent Lessee desires to remove
such items and to the extent that such items can be removed without
causing structural damage or alterations to the remaining
improvements on the Premises or to the Premises. Upon removal of any
such personal property, Lessee shall properly repair any and all
damage to the Premises (and the remaining improvements located
thereon) caused by the removal. Notwithstanding anything contained
herein to the contrary, Lessee agrees that neither it nor the
Subtenant shall remove any buildings, barges, bridges (or any
components thereof) or other improvements located in the area
cross-hatched on Exhibit “B” hereto, the terms of which are
incorporated herein by reference.



     6. Notice. Section 25 of the Lease is hereby amended and restated in
its entirety as follows:




     Section 25. Notice. Any notice or request to be given
or furnished under the Lease by either Party to the other Party
shall be in writing and shall be delivered personally or sent via
facsimile transmission or registered or certified mail, postage
prepaid, or by prepaid overnight delivery service, at the addresses
or facsimile numbers listed below. A notice or request shall be
deemed to be given (i) when delivered personally, (ii) when sent by
facsimile transmission, or (iii) when sent by certified mail or
overnight delivery service, at the time of delivery as indicated on
the duly completed U. S. Postal Service return receipt or at the



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time of package pickup as indicated on the records of or
certificates provided by the overnight delivery service.




If to Lessor, to:


Mr. D. John Nichols,
President 

Greenville Marine Corporation 
2219
Harbor Front Road 
Post
Office Box 539

Greenville, MS 38702-0539

Facsimile No.: 662-332-1010



with a copy to:



Robert N. Warrington, Esq.

Campbell, DeLong, Hagwood & Wade, LLP

P. O. Box 1856

923 Washington Avenue 
Greenville, Mississippi 38702-1856

Facsimile No.: (662) 334-6407





If to Lessee, to:


Wimar Tahoe Corporation, Manager

Greenville Riverboat, LLC

207 Grandview Drive

Ft. Mitchell, KY 41017

Attn: William J. Yung, President

Facsimile: 859-578-1190



with a copy to:



Sargasso Corporation

207 Grandview Drive

Ft. Mitchell, KY 41017

Attn: William J. Yung, President

Facsimile: 859-578-1190




     7.
Default. A new section 26.5 is added to the Lease as follows:




     26.5. It is the intention of the Parties that the Lessee shall
continuously operate a casino on the Premises throughout the term of this
Lease and any renewal or extension thereof. Accordingly, in the event
Lessee shall fail to continuously operate a casino on the Premises at any
time during the term of this Lease or any renewal or extension thereof, for
a period of sixty (60) days, then such failure to continuously



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operate a casino shall constitute an “Event of Default.”
Notwithstanding, the above shall not apply in the event Lessee shall fail
to continuously operate a casino for more than sixty (60) days due to war,
terror attack, civil commotion, flood, fire, tornado, or other act of God,
casualty, governmental regulations or restrictions, act of any governmental
authority, labor difficulties, shortages of or inability to obtain labor,
materials, or equipment, or other circumstances outside of the direct or
indirect control of Lessee, Subtenant, Wilmar Tahoe Corporation, Columbia
Sussex Corporation, William J. Yung, JMBS Casino, LLC, Joseph A. Yung, any
future subtenant, (including their respective successors and assigns) or
any of their respective owners, shareholders, directors, officers, agents
or trustees, or any other person, entity, trust, or association related to,
affiliated with, organized by, owned by, or otherwise related to or
controlled by any of them; provided that Lessee shall be diligently
pursuing restoration of the Premises and the reopening of the casino.



     8. Renewal. Lessor acknowledges that by execution of this Second
Amendment Lessee has exercised its right to renew the Lease for another five (5)
year period beginning on July 1, 2004.



     9. Conflicting Provisions. In the event of any conflict between the
terms of this Second Amendment and any other provision of the Lease or the First
Amendment, the terms of this Second Amendment shall be deemed to control.



     10. Agreement
Unchanged. The Parties agree that except
as set forth in this Second Amendment, the Lease, as previously amended by the
First Amendment, shall remain in full force and effect.



     11. Counterparts. The Parties agree that this Second Amendment may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which shall constitute but one document.



-Remainder of Page Intentionally Left Blank-




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     IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be
executed and delivered by their duly authorized representatives as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	GREENVILLE MARINE CORPORATION,	 	 
	 	 	A Mississippi corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ D. John Nichols	 	 
	 

	 	 	 	 

	 	 
	 	 	D. John Nichols,	 	 
	 	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	GREENVILLE RIVERBOAT, LLC,	 	 
	 	 	A Mississippi
limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wimar Tahoe Corporation,	 	 
	 	 	A Nevada
corporation, its Sole Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William J. Yung	 	 
	 

	 	 	 	 

	 	 
	 

	 	William J. Yung, President	 	 






     SARGASSO CORPORATION, a Kentucky corporation, executes this Second Amendment for
purposes of acknowledging, consenting and agreeing to the amendment and restatement of Sections 5
and 13 of the Lease and agreeing to execute and deliver the First Amendment to Sublease Agreement
in the form attached as Exhibit “A” hereto, the terms of which are incorporated
herein by reference.



	 	 	 	 	 	 	 
	 	 	SARGASSO CORPORATION, a	 	 
	 	 	Kentucky corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William J. Yung	 	 
	 

	 	Name
	 	 

William J. Yung
	 	 
	 

	 	Title:
	 	President	 	 






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STATE OF MISSISSIPPI

COUNTY OF WASHINGTON




     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the
said county and state, on this 8th day of August, 2003, within my jurisdiction,
the within named D. John Nichols, who acknowledged that he is President of
Greenville Marine Corporation, a Mississippi corporation, and that for and on
behalf of said corporation and as its act and deed, he executed the foregoing
instrument after having first been duly authorized so to do.



	 	 	 	 	 
	 

	 	/s/ [ILLEGIBLE]	 	 
	 

	 	 

Notary Public
	 	 






My commission expires:




11/21/03




STATE OF KENTUCKY




COUNTY OF KENTON




     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the said county and state,
on this 11th day of August, 2003, within my jurisdiction, the within named William J. Yung, who
acknowledged that he is President of Wimar Tahoe Corporation, a Nevada corporation, the sole
Manager of Greenville Riverboat, LLC, a Mississippi limited liability company, and that for and on
behalf of said limited liability company and as its act and deed, he executed the foregoing
instrument after having first been duly authorized so to do.



	 	 	 	 	 
	 

	 	/s/ Colleen Machcinski	 	 
	 

	 	 

Notary Public
	 	 






	 	 	 
	My

	 	 commission expires:
	 

	 	 
	 

	 	COLLEEN MACHCINSKI 
	 

	 	Notary Public, Kentucky State at Large
	 

	 	My Commission Expires Sept.
16, 2006






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STATE OF
KENTUCKY




COUNTY OF KENTON




     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the said county and
state, on this
11th day of August, 2003, within my jurisdiction, the within named
William J. Yung, III, who acknowledged that he is the President of Sargasso Corporation, a Kentucky
corporation, and that for and on behalf of said corporation and as its act and deed, he executed
the foregoing instrument after having first been duly authorized so to do.



	 	 	 	 	 
	 

	 	/s/ Colleen Machcinski	 	 
	 

	 	 

Notary Public
	 	 






	 	 	 	 
	My

	 	commission expires:	 
	 
	 

	 	COLLEEN MACHCINSKI	 
	 

	 	Notary Public, Kentucky State at Large	 
	 

	 	My Commission Expires Sept. 16, 2006	 






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