TO
PURCHASE FROM LANDLORD THE INITIAL ACQUISITION PROPERTY FOR THE FOLLOWING
APPLICABLE PURCHASE PRICE:
(I)
IF THE PURCHASE OF THE INITIAL ACQUISITION PROPERTY WAS FINANCED
THROUGH A THIRD PARTY LENDER PURSUANT TO SECTION 2.2C, THE PURCHASE PRICE SHALL
BE EQUAL TO $12,800,000; OR
(II)
IF THE PURCHASE OF THE INITIAL ACQUISITION PROPERTY WAS FINANCED
THROUGH TENANT PURSUANT TO SECTION 2.2D, THE PURCHASE PRICE SHALL BE EQUAL TO
THE LESSER OF $12,800,000 OR THE FAIR MARKET VALUE OF THE INITIAL ACQUISITION
PROPERTY ON THE DATE OF SUCH EXERCISE BASED UPON AN APPRAISAL OF THE INITIAL
ACQUISITION PROPERTY PREPARED BY AN INDEPENDENT THIRD PARTY APPRAISER.
SETTLEMENT ON SUCH PURCHASE SHALL OCCUR NO LATER THAN SIXTY (60) DAYS FOLLOWING
THE DATE THIS LEASE TERMINATES AT THE DATE, TIME AND PLACE DETERMINED BY TENANT
IN WRITTEN NOTICE TO LANDLORD DELIVERED NO LATER THAN TEN (10) CALENDAR DAYS
PRIOR TO SUCH SETTLEMENT.
CLOSING COSTS FOR THIS TRANSACTION SHALL BE BORNE BY
THE PARTY CUSTOMARILY BEARING SUCH COSTS IN REAL ESTATE TRANSACTIONS IN BILOXI,
HARRISON COUNTY, MISSISSIPPI.
2.7
GAMING LAW INVALID:
NOTWITHSTANDING ANY OTHER TERM OR CONDITION
OF THIS LEASE TO THE CONTRARY, AND IN ADDITION TO AND SEPARATE FROM THE
TERMINATION RIGHT DESCRIBED IN SECTION 2.6, IN THE EVENT THAT TENANT IS UNABLE
TO CONDUCT GAMING OPERATIONS WITHIN THE GAMING SITE BECAUSE IT IS UNABLE TO
OBTAIN AND MAINTAIN ALL NECESSARY GOVERNMENTAL LICENSES, BECAUSE ANY NECESSARY
GOVERNMENTAL LICENSE EXPIRES AND CANNOT BE RENEWED OR IS REVOKED, BECAUSE THE
ALL OR ANY PORTION OF THE GAMING SITE BECOMES INELIGIBLE FOR GAMING OPERATIONS,
BECAUSE THE APPLICABLE ENABLING LEGISLATION PERMITTING GAMING IS AMENDED,
SUSPENDED, OR REVOKED BY THE APPLICABLE LEGISLATIVE BODY, OR BECAUSE ANY SUCH
ENABLING LEGISLATION IS HELD INVALID BY A COURT OF COMPETENT JURISDICTION, THEN
TENANT MAY ELECT, AT TENANT'S SOLE AND ABSOLUTE DISCRETION, TO TERMINATE THIS
LEASE, EFFECTIVE IMMEDIATELY, BY GIVING WRITTEN NOTICE OF SUCH TERMINATION TO
LANDLORD.
UPON ANY SUCH TERMINATION, (I) ALL RENT AND OTHER SUMS DUE UNDER THIS
LEASE SHALL BE PRORATED AS OF SUCH TERMINATION DATE AND PAID BY TENANT, (II)
THIS LEASE SHALL EXPIRE AND TERMINATE, AND (III) NEITHER LANDLORD NOT TENANT
SHALL HAVE ANY FURTHER OBLIGATIONS HEREUNDER, EXCEPT FOR THOSE WHICH HAVE
ACCRUED PRIOR TO THE DATE OF SUCH TERMINATION AND THOSE WHICH EXPRESSLY SURVIVE
ANY TERMINATION UNDER THE TERMS OF THIS LEASE.
2.8
TIDELANDS LEASE:
A.
LANDLORD AND TENANT ACKNOWLEDGE THAT TENANT HAS OBTAINED AND IS
CURRENTLY MAINTAINING A TIDELANDS LEASE (THE "TIDELANDS LEASE") PURSUANT TO
WHICH THE STATE OF MISSISSIPPI HAS LEASED TO TENANT CERTAIN REAL PROPERTY AND
RIGHTS, WHETHER FEE, LITTORAL OR RIPARIAN, THEREIN IN THE TIDELANDS OR OTHER
LANDS LYING BENEATH THE WATERS CONTIGUOUS TO THE PREMISES, SUBJECT TO THE
OWNERSHIP, JURISDICTION AND PUBLIC TRUST OF THE
10
State of Mississippi ("Tidelands Area"), such lease being on the terms and
conditions acceptable to Tenant.
Tenant, as the lessee thereunder, shall be
responsible for payment of all rent under the Tidelands Lease and Tenant shall
have the sole and exclusive right to obtain and maintain