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Amended And Restated Ground Lease

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THIS LEASE, is made as of the _____ day of May, 1996 between Bally's Park Place Inc., a New Jersey corporation having an office at Park Place and The Boardwalk, Atlantic City, New Jersey 08401 ("Landlord") and GNOC, Corp., a New Jersey corporation having an office at Boston Avenue and Pacific Avenue, Atlantic City, New Jersey 08401 ("Tenant").

W I T N E S S E T H:

A. Landlord and Tenant entered into that certain Lease Agreement dated March 8, 1993 ("1993 Lease Agreement") with respect to the "Demised Premises" (hereinafter defined), which Lease Agreement was not recorded.

B. Landlord and Tenant desire to amend and restate the 1993 Lease Agreement as set forth herein.

NOW, THEREFORE, intending to be legally bound, Landlord and Tenant hereby amend and restate the 1993 Lease Agreement as set forth herein.

Demised Premises - Term of Lease

Landlord hereby demises and leases to Tenant, and Tenant hereby hires and takes from Landlord, the following described premises (hereinafter called the "Demised Premises");

All that certain plot, piece or parcel of land, lying and being in Atlantic City, County of Atlantic and State of New Jersey, more particularly bounded and described on Exhibit "A" attached hereto and made a part hereof.

TOGETHER with the buildings and improvements erected or to be erected thereon.

TOGETHER with all the right, title and interest, if any, of Landlord in and to:

1. Any strips and gores of land adjoining the Demised Premises on any side thereof;

2. Any land lying in the bed of any street or avenue abutting the Demised Premises, to the center line thereof;

3. Any easements or other rights in adjoining property enuring to Landlord by reason of ownership of the Demised Premises; and

4. All fixtures and articles of personal property and any replacements thereof, attached to or used in connection with the use, occupation and operation of the Demised Premises and all alterations, additions and improvements hereafter made to the Demised Premises title to which may vest in Landlord;

5. Any public park or the like adjoining said tract, piece or parcel of land; and

6. Rights, if any, in the Atlantic Ocean, beach and Boardwalk.

TO HAVE AND TO HOLD for a term that shall begin on the date hereof (the "Commencement Date") and shall end on December 31, 1996; provided, however, that the term hereof shall automatically be renewed from year to year thereafter for successive terms of one calendar year each, subject to termination as hereinafter provided, and further subject to Article 17 hereof; provided, however, that if and to the extent that the term of this Lease and/or any renewals thereof and/or any of the covenants or other provisions of this Lease would otherwise be unlawful or void for violation of (a) the rule against perpetuities, (b) the rule restricting restraints on alienation, or (c) any other applicable statute or common law rule analogous thereto or otherwise imposing limitations upon the time for which such term, renewal terms, covenants or other provisions may be valid, then the term or provision in question shall continue and endure only until the expiration of a period of twenty-one (21) years after the death of the last to survive of the class of persons consisting of all of the lawful descendants of Al Gore, Vice President of the United States, living at the date of this Lease. Until the occurrence, if ever, of the Long Term Renewal of this Lease, Landlord and Tenant shall each have the right to terminate the automatic renewal of the then-current term for the next calendar year by delivering written notice of such termination ("Lease Termination Notice") to the other party not later than June 30 of the then-current term, whereupon the term of this Lease shall expire on December 31 of the then-current term.

SUBJECT, however, to the following:

(a) The state of facts as set forth on that certain survey
("Survey") of the Demised Premises and certain real property presently
owned by Tenant adjoining the Demised Premises, dated April 29, 1996,
prepared by Arthur W. Ponzio Co. & Associates, Inc. and identified as
Project Nos. 20068-3 and 20068-4.

(b) The exceptions set forth on Exhibit "B" attached hereto and made
a part hereof;

(c) Party walls, if any; and

(d) Present and future zoning laws, ordinances, resolutions and
regulations of Atlantic City and all present and future ordinances,
laws, regulations and orders of all boards, bureaus, commissions and
bodies of any municipal, county, state or federal sovereigns now or
hereafter having or acquiring jurisdiction of the Demised Premises and
the use and improvement thereof;

This Lease is granted and accepted upon the foregoing and upon the following covenants and conditions, and subject to the following restrictions, to all and every one of which the parties consent; and each of the parties hereby expressly covenants and agrees to keep, perform and observe all the terms, covenants and conditions herein contained on its part to be kept, performed and observed:


Section 2.01. Subject to the operation of Section 2.02 and Article 17 hereof, Tenant shall pay to Landlord, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, in the manner and at the address specified in Section 2.03 hereof, during the term, a net rent, over and above the other payments to be made by Tenant as hereinafter provided, as follows:

(a) Commencing with the Commencement Date and continuing until
December 31, 1996, the sum of Twenty Thousand Five Hundred Dollars
($20,500.00) per calendar month, prorated for any partial month; and

(b) Commencing January 1, 1997 and continuing for each renewal year
thereafter until the expiration of the term of this Lease, the sum of
Two Hundred Forty-six Thousand Dollars ($246,000.00) per year, payable
in equal monthly installments of Twenty Thousand Five Hundred Dollars
($20,500.00) each.

Section 2.02.

(a) Subject to the operation of Article 17 hereof, Landlord reserves
the right at any time and from time to time to adjust (increase or
decrease) the rent payable under this Lease, effective as of the first
(1st) day of the applicable calendar month, by delivering written notice
thereof ("Rent Adjustment Notice") to Tenant and to any First Leasehold
Mortgagee (as defined in Article 17 hereof) not less than one calendar
month prior to the date upon which such rental adjustment is to take
effect ("Rent Adjustment Date"); provided, however, that Landlord shall
not have the right to increase the rent to an amount that exceeds the
fair market rent for the Demised Premises at the time such increase is
to take effect.

(b) If Tenant or any First Leasehold Mortgagee reasonably disputes
whether the amount of rent specified in a Rent Adjustment Notice exceeds
the fair market rent for the Demised Premises, then Tenant or such First
Leasehold Mortgagee, as the case may be, shall give written notice of
such dispute ("Objection Notice") to Landlord within fifteen (15) days
after such party's receipt of the Rent Adjustment Notice. Upon
Landlord's receipt of the Objection Notice, Landlord, Tenant and the
First Leasehold Mortgagee, if any, shall attempt in good faith to agree
upon the fair market rent for the Demised Premises. If the foregoing
parties fail to agree upon the fair market rent within thirty (30) days
after Landlord's receipt of the Objection Notice, then the fair market
rent for the Demised Premises shall be determined in accordance with the
arbitration process set forth in Section 17.07(b) hereof and the parties
shall be bound by such determination.

(c) In the event that an adjustment to rent is in dispute pursuant
to Subsection 2.02(b) hereof and such dispute is not resolved prior to
the Rent Adjustment Date, then the monthly rent payable by Tenant shall
be the amount of the rental payable in the calendar month immediately
preceding such Rent Adjustment Date; provided, however, that when the
dispute is resolved and the appropriate adjustment to rent is finally
determined, then the Landlord and the Tenant shall be charged or
credited, as the case may be, with the actual rental, as so determined,
commencing with the Rent Adjustment Date.

(d) As used in this Lease, the phrase "fair market rent for the
Demised Premises" (and variations of such phrase) shall have the meaning
set forth in Section 17.09 hereof.

Section 2.03. The net rent described in Section 2.01 hereof, as the same may be adjusted pursuant to Section 2.02 hereof, is hereinafter called the "Base Annual Rent." The Base Annual Rent shall be payable in advance on the first day of each calendar month of the Term, commencing on the Commencement Date. If the Commencement Date is any day other than the first (1st) day of a calendar month, then Tenant shall pay Landlord on the Commencement Date the proportionate amount of rent due for the balance of the first month of the Term. All rental payments shall be payable at the office of Landlord first above set forth or at such other place of which Landlord shall have given Tenant at least thirty (30) days prior written notice.

Section 2.04. It is the purpose and intent of Landlord and Tenant that this Lease be a net lease and that the net rent shall, except as herein otherwise provided, be absolutely net to Landlord, so that this Lease shall yield, net to Landlord, the net rent specified in Section 2.01 hereof in each month and each year during the term of this Lease and that all costs, expenses and obligations of every kind and nature whatsoever relating to the Demised Premises, except as herein otherwise provided, that may arise or become due during or out of the term of this Lease shall be paid by Tenant, and that Landlord shall be indemnified and saved harmless by Tenant from and against the same; provided, however, that nothing herein contained shall be construed to require Tenant to pay the principal of, or interest on, any indebtedness secured by any fee mortgage. Landlord shall pay the principal and interest of any such fee mortgage.

Section 2.05. The net rent shall be paid to Landlord without notice or demand and without abatement, deduction or set-off, except as herein otherwise provided.

Section 2.06. Except as herein otherwise provided Tenant shall also pay without notice, except as may be required in this Lease, and without abatement, deduction or set-off, as additional rent, all sums, Impositions (as defined in Article 3 hereof), costs, expenses and other payments that Tenant, in any of the provisions of this Lease, assumes or agrees to pay and, in the event of any non-payment thereof, Landlord shall have (in addition to all other rights and remedies) all the rights and remedies provided for herein or by law in the case of non-payment of the net rent.

Payment of Taxes, Assessments, Etc.

Section 3.01. Tenant shall pay or cause to be paid (except as provided in Section 3.02 hereof), before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all taxes, assessments, water and sewer rents, rates and charges, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time during the term of this Lease may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien on, the Demised Premises, or any part thereof or any appurtenance thereto (all such taxes, assessments, water and sewer rents, rates and charges, levies, license and permit fees and other governmental charges being hereinafter referred to as "Impositions", and any of the same being hereinafter referred to as an "Imposition"); provided, however, that:

(a) If, by law, any Imposition may at the option of the taxpayer be
paid in installments, then Tenant may pay the same in equal installments
over a period of not more than ten (10) years. Tenant shall pay only
such installments as shall become due during the term of this Lease; and

(b) All Impositions for the fiscal or tax years in which the term of
this Lease shall begin and end shall be apportioned so that Tenant shall
pay only those portions thereof which correspond with the portion of
said years as are within the terms hereby demised.

Section 3.02. Nothing herein contained shall require Tenant to pay municipal, state or federal income taxes assessed against Landlord, municipal, state or federal capital levy, gift, estate, succession, inheritance or transfer taxes of Landlord, or corporation excess profits or franchise taxes imposed upon any corporate owner of the fee of the Demised Premises, or any income, profits, or revenue tax, assessment or charge imposed upon rent as such, payable by Tenant under this Lease; provided, however, that if at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed and imposed a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or otherwise, on the rents received therefrom, or measured by or based in whole or in part upon the Demised Premises and imposed upon Landlord, then all such taxes, assessments, levies, impositions or charges or the part thereof so measured or based, shall be deemed to be included within the term "Impositions" for the purposes hereof (but only to the extent that such substitution shall relieve Tenant in whole or in part from the payment of any Imposition enumerated in Section 3.01 hereof), to the extent that such Impositions would be payable if the Demised Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. In addition to the foregoing, Tenant shall also pay the following (or shall reimburse Landlord immediately upon demand for the cost of the following, as the case may be): (a) any new tax of a nature not presently in effect, but which may be hereafter levied, assessed or imposed upon Landlord or the Demised Premises, to the extent such tax shall be based on or arise out of the ownership, use or operation of the Demised Premises; (b) any Tax, excise, levy, imposition and/or assessment levied, assessed or imposed upon Tenant by any governmental taxing authority, acting under any present or future law, ordinance or regulation, for the rental payable by Tenant to Landlord pursuant to this Lease, either by way of substitution for or in addition to any existing tax on land, buildings or otherwise; and (c) any New Jersey state tax levied upon the rent paid by Tenant to Landlord.

Section 3.03. Tenant, upon request of Landlord, shall furnish to Landlord or, if requested by Landlord, to any fee mortgagee, within thirty (30) days after the date when any Imposition would become delinquent, official receipts of the appropriate taxing authority, or other evidence satisfactory to Landlord or such mortgagee, evidencing the payment thereof.

Section 3.04. Tenant shall be have the right to seek a reduction in the valuation of the Demised Premises for tax purposes and to contest in good faith by appropriate proceedings, at Tenant's expense, the amount or validity in whole or in part of any Imposition; and may defer payment thereof.

Section 3.05. Landlord shall have a right to seek a reduction in the valuation of the Demised Premises assessed for tax purposes and to prosecute any action or proceeding theretofore commenced by Tenant, if such assessed valuation or valuations shall in whole or in part relate and pertain to any period of time subsequent to the expiration or termination of this Lease. To the extent to which any tax refund payable as a result of any proceeding in the nature of certiorari that Landlord or Tenant may institute, or payable by reason of compromise or settlement of any such proceeding, may be based upon a payment made by anyone other than Landlord and shall not relate to a period as to which apportionment thereof has been made with Landlord, Tenant shall be authorized to collect the same, subject, however, to Tenant's obligation to reimburse Landlord forthwith for any expense incurred by Landlord in connection therewith.

Section 3.06. Landlord shall not be required to join in any proceedings referred to in Section 3.04 hereof unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord or any owner of the Demised Premises, in which event Landlord shall join in such proceedings or permit the same to be brought in its name. Landlord shall not ultimately be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings, and Tenant shall indemnify and save harmless Landlord from any such costs and expenses. Tenant shall be entitled to any refund of any Imposition and penalties or interest thereon received by Landlord which have been paid by Tenant, or which have been paid by Landlord but previously reimbursed in full by Tenant.

Section 3.07. The certificate, advice, receipt or bill of the appropriate official designated by law to make or issue the same or to receive payment of any Imposition, of non-payment of such Imposition shall be prima facie evidence that such Imposition is due and unpaid or has been paid, as the case may be, at the time of the making or issuance of such certificate, advice, receipt or bill.

Section 3.08. Landlord appoints Tenant the attorney-in-fact of Landlord for the purpose of making all payments to be made by Tenant pursuant to any of the provisions of this Lease to persons or entities other than Landlord. In case any person or entity to whom any sum is directly payable by Tenant under any of the provisions of this Lease shall refuse to accept payment of such sum from Tenant, Tenant shall thereupon give written notice of such fact to Landlord and shall pay such sum directly to Landlord at the address specified in, or pursuant to, Section 22.01 hereof, and Landlord shall thereupon pay such sum to such person or entity.


Section 4.01. Except as is herein otherwise provided, Tenant shall on the last day of the term or upon any earlier termination of this Lease, well and truly surrender and deliver up the Demised Premises to the possession and use of Landlord without fraud or delay and in good order, condition and repair, except for reasonable wear and tear after the last necessary repair, replacement, restoration or renewal made by Tenant, pursuant to its obligations hereunder, free and clear of all lettings and occupancies other than subleases then terminable at the option of the sublandlord thereof or subleases to which Landlord shall have specifically consented, and free and clear of all liens and encumbrances other than those, if any, presently existing, or created or suffered by Landlord, without any payment or allowance whatever by Landlord on account of any improvements which may be on the Demised Premises.

Section 4.02. Where furnished by or at the expense of Tenant or any subtenant, furniture, trade fixtures, business equipment, gaming and casino equipment, slot machines and Tenant's personal property may be removed by Tenant at or prior to the termination of this Lease or by such subtenant, as the case may be, at or prior to the termination of its sublease, provided, however, that the removal thereof will not injure the Demised Premises or necessitate changes in or repairs to the same. Tenant shall pay or cause to be paid to Landlord the cost of repairing any damage arising from such removal and restoration of the Demised Premises to their condition prior to such removal.

Section 4.03. Any personal property of Tenant or any subtenant which shall remain in the Demised Premises after the termination of this Lease and the removal of Tenant or such subtenant from the Demised Premises, may, at the option of Landlord, be deemed to have been abandoned by Tenant or such subtenant and either may be retained by Landlord as its property or be disposed of, without accountability, in such manner as Landlord may see fit or, if Landlord shall give written notice to Tenant to such effect, such property shall be removed by Tenant at Tenant's sole cost and expense.

Section 4.04. If this Lease shall terminate pursuant to Article 15 or 16 hereof, then, notwithstanding Sections 4.02 and 4.03 hereof, Tenant or any subtenant shall have a reasonable time thereafter to remove any property which it shall be entitled to remove pursuant to Section 4.02 hereof.

Section 4.05. Landlord shall not be responsible for any loss or damage occurring to any property owned by Tenant or any subtenant.

Section 4.06. The provisions of this Article shall survive any termination of this Lease.


Section 5.01. Tenant, at its sole cost and expense, shall keep the improvements on the Demised Premises insured, during the term of this Lease, against loss or damage by fire, with such extended coverage as shall from time to time be customary for premises similarly situated in Atlantic City, New Jersey, with replacement cost endorsement, in amounts sufficient to prevent Landlord or Tenant from being or becoming a co-insurer within the terms of the policy or policies in question and in no event less than ninety percent (90%) of the replacement value of the improvements on the Demised Premises exclusive of the cost of foundations, excavations, and footings below the lowest basement floor, without any deduction being made for depreciation. Such replacement value shall be determined from time to time, but not more frequently than once in any period of thirty-six (36) consecutive calendar months, at the request of Landlord, by an appraiser, architect or contractor who shall be mutually and reasonably acceptable to Landlord and Tenant. No omission on the part of Landlord to request any such determination shall relieve Tenant of its obligation hereunder.

Section 5.02. Tenant, at its sole cost and expense, shall maintain:

(a) for the mutual benefit of Landlord and Tenant, general public
liability insurance against claims for bodily injury, death or property
damage, occurring upon, in or about the Demised Premises, or the
elevators or any escalators, and on, in or about the adjoining sidewalks
and passageways (including, without limitation, personal injury, death
or property damage resulting directly or indirectly from any change,
alteration, improvement or repair thereof) for at least $5,000,000 for
any one accident and $1,000,000 for injury to any one individual and
$500,000 for damage to property and in such greater or lesser limits as
may be determined pursuant to Section 5.09 hereof;

(b) boiler and pressure vessel insurance, including pressure pipes,
if there be any such vessel or pipes in the Demised Premises, in an
amount not less than $250,000;

(c) insurance upon the improvements on the Demised Premises against
loss or damage due to war or nuclear action, as and when such insurance
shall be customary for premises similarly situated in Atlantic City, New
Jersey in an amount not less than the full insurable value thereof or
the maximum amount of such insurance obtainable;

(d) rental value insurance against loss of rental or other related
income derived by Tenant from any subleasing of the Demised Premises due
to the risks referred to in Section 5.01 hereof (including those
embraced by "extended coverage") in an amount sufficient to prevent
Tenant from becoming a co-insurer within the terms of the policy or
policies in questions, but in no event in an amount or amounts more than
the aggregate amount of the net rent and the real estate taxes hereunder
for a period of one year; and Tenant hereby assigns to Landlord or to a
trustee under Section 5.08 hereof if there be one, the proceeds of such
insurance so that in the event the improvements on the Demised Premises
shall be destroyed or seriously damaged such proceeds shall be held as
security for the payment of such net rent and real estate taxes
hereunder until the restoration of such improvements and, as Tenant
shall make payment of such net rent and real estate taxes, Landlord or
the trustee, as the case may be, shall, if Tenant shall not then be in
default, pay out to Tenant from said amount, the sums which shall have
been so paid by Tenant. Tenant may, at its election, carry such
insurance as a coverage contained in a business interruption insurance
policy; and

(e) such other insurance and in such amounts as may from time to
time be reasonably required by Landlord against other insurable hazards
which at the time are customarily insured against in the case of
premises similarly situated in Atlantic City, New Jersey, due regard
being given to the height and type of building, its construction, use
and occupancy.

Section 5.03.

(a) All insurance provided for in this Article shall be effected
under valid and enforceable policies, issued by insurers of recognized
responsibility. Upon the execution of this Lease, and thereafter not
less than fifteen (15) days prior to the expiration dates of the
expiring policies theretofore furnished pursuant to this Article,
originals of the policies (or, in the case of general public liability
insurance, certificates of the insurers) bearing notations evidencing
the payment of premiums or accompanied by other evidence satisfactory to
Landlord of such payment, shall be delivered by Tenant to Landlord,
except that, whenever this Lease or any renewal thereof shall be
mortgaged, such policies of insurance may be lodged with a First
Leasehold Mortgagee (as defined in Article 17 hereof) until the debt
secured by the First Leasehold Mortgage (as defined in Article 17
hereof) shall be paid or the term of this Lease and any renewals thereof
shall sooner end, and certificates of such policies shall meanwhile be
delivered to Landlord.

(b) Nothing in this Article 5 shall prevent Tenant from taking out
insurance of the kind and in the amounts provided for under this Article
under a blanket insurance policy or policies covering other properties
as well as the Demised Premises, provided, however, that any such policy
or policies of blanket insurance shall specify therein, or Tenant shall
furnish Landlord with a written statement from the insurers under such
policy or policies specifying, the amount of the total insurance
allocated to the Demised Premises, which amounts shall not be less than
the amounts required by Sections 5.01 and 5.02 hereof, and such amounts
so specified shall be
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