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AMENDED AND RESTATED BAREBOAT CHARTER AND OPTION TO PURCHASE of the Casino Cruise Ship BIG EASY THIS AMENDED AND RESTATED BAREBOAT CHARTER AND OPTION TO PURCHASE("Charter") is made and entered into as of July 1, 2005 by and among CruiseHoldings II, LLC, a Nevada limited liability company (hereinafter "CH II" or"Owner"), the owner of the casino cruise ship BIG EASY (hereinafter the"Vessel"), Palm Beach Empress, Inc., a Delaware corporation ("PBE"), Palm BeachMaritime Corporation, a Delaware corporation ("PBM," and together with PBE,"Original Charterer"), ITG Palm Beach, LLC, a Delaware limited liability company("ITGPB" or "Charterer"), as charterer of the Vessel, and ITG Vegas, Inc., aNevada corporation ("ITGV"). W I T N E S S E T H: WHEREAS, Owner and Original Charterer are parties to a Bareboat Charter andOption to Purchase of the casino cruise ship Big Easy, formerly known as EmpressII, dated as of July 6, 2004 pursuant to which Owner chartered the Vessel toOriginal Charterer (the "Original Charter"); and WHEREAS, Original Charterer, ITGPB and ITGV are parties to a Sub-BareboatCharter of the casino cruise ship Big Easy, formerly known as Empress II,pursuant to which Original Charterer as owners pro hac vice and currentcharterers of the Vessel sub-chartered the Vessel to ITGPB and ITGV (the"Original Sub-Charter"); and WHEREAS, pursuant to a Loan and Security Agreement among Owner, Chartererand certain of their affiliates (collectively, the "ITGV Borrowers") and PBE andPBM and certain other affiliates of ITGPB and ITGV as guarantors (the "LoanAgreement"), ITGPB and ITGV refinanced certain of their debt obligations to PDSGaming Corporation (the "Refinancing"); and WHEREAS, in connection with the Refinancing, and pursuant to a MembershipInterest Purchase Agreement, PDS Gaming Corporation transferred all of themembership interests in Owner to PBE; and WHEREAS, in view of the foregoing, the parties desire to combine, amend andrestate the Original Charter and the Original Sub-Charter, all as set forthherein.
NOW THEREFORE, upon the terms and conditions hereinafter set forth, Owneragrees to charter and Charterer agrees to accept under charter the Vessel. <PAGE> ARTICLE 1 DESCRIPTION OF VESSEL The Vessel is an ocean-going casino cruise ship, United States OfficialNumber 998517, and more particularly described in Appendix A attached hereto. ARTICLE 2 PERIOD OF CHARTER A. The period of this Charter shall be for a period beginning as of thedate hereof and ending July 1, 2009 (hereinafter the "Charter Period"). ThisCharter automatically supersedes and terminates the Bareboat Charter andBareboat Sub-charter. B. At the end of the Charter Period, or upon the sooner termination of thisCharter for any reason, ITGPB or ITGV shall have the right to (i) purchase fromOwner the Vessel, or (ii) purchase from PBE all of the membership interests ofOwner pursuant to the terms and conditions set out in Article 19 hereof. ARTICLE 3 MONTHLY CHARTER HIRE A. Charterer shall pay to Owner charter hire ("Charter Hire") monthly inadvance on or before the first day of each calendar month commencing on the dateof delivery and continuing thereafter until termination of the Charter asprovided herein at the rate of Fifty Thousand Dollars ($100,000.00) per month orpro rata for any part of a month, plus one percent (1%) of the ITGV Borrower'sNet Revenue (as defined in the Loan Agreement) from the operations of theVessel. Any Charter Hire paid in advance and not earned shall be promptlyrefunded to Charterer by Owner. Payment of Charter Hire shall be made to Ownerby electronic funds transfer or as otherwise directed by Owner or, if nodirections are given by Owner, for the benefit of Owner at One E. 11th St.,Riviera Beach, Florida 33404, and shall be deemed paid when it is received byOwner or its designee. The first monthly Charter Hire payment shall be made onor before August 1, 2005 and all subsequent payments shall be made on or beforethe first day of each calendar month thereafter. B. Notwithstanding the foregoing, Charterer shall not make any payment ofCharter Hire otherwise due hereunder with respect to any month unless and until
the conditions set forth in Section 14(a)(i) of the Loan Agreement have beensatisfied, including, without limitation, that a Contingent Event, as defined inSection 1(h) of the Loan Agreement, has occurred; provided, however, that ifwith respect to any month during the Charter Period Charterer is unable to makea payment of Charter Hire for such month because such conditions have not beensatisfied, Charterer shall make an additional payment of Charter Hire for suchmissed month during any subsequent month in which Charterer is permitted to makea Charter Payment under Section 14 (w)(i) of the Loan Agreement; but shall notmake more than two Charter Hire payments in any given calendar month. C. Charterer shall not make any deductions from the Charter Hire, exceptwith respect to the following: 2 <PAGE> 1. Time actually lost by reason of action or failure to act of Owner orOwner's creditors or claimants other than Charterer or its affiliates, except tothe extent such delays were caused or contributed to by Charterer. 2. Any disbursements for Owner's account, provided Owner agrees inwriting. 3. Any previous overpayments of Charter Hire, excluding anyoverpayments of Charter Hire concerning which a bonafide dispute may exist, butin the latter event Owner shall furnish an adequate bank guarantee or other goodand sufficient security on request of Charterer. 4. Any sums to which Charterer is entitled under Article 12 herein. D. ITGV shall be jointly and severally liable with ITGPB for payment of allCharter Hire payments. ARTICLE 4 ON-HIRE SURVEY A. As the immediate prior sub-charterer of the Vessel, Charterer acceptsthe Vessel As-Is And Where-Is and the parties agree not to require an on-hiresurvey. Any damage or deficiencies in either the hull, equipment and/ormachinery affecting either the seaworthiness of the Vessel or its capability tooperate in its intended service or the maintenance of the Vessel'sclassification society certificates or U. S. Coast Guard required documents,certificates, or certifications required to operate in U.S. waters, if any,discovered at any time prior to or during this Charter shall be the sole
responsibility of Charterer and any such damage or deficiency shall not in anyway alter, amend or excuse Charterer's obligations under this Charter. B. Charterer's acceptance of the Vessel under this Charter shall constitutean admission by Charterer of full performance by Owner of its obligations withrespect to the condition of the Vessel on Delivery per Article 5. Thereafter,Charterer shall not be entitled to make or assert any claim against Owner onaccount of agreement, representation or warranty, either express or implied,with respect to the condition, seaworthiness or fitness of the Vessel. Failureof Charterer to make an inspection of the Vessel and its appurtenances shall beentirely at its own risk. ARTICLE 5 DELIVERY OF THE VESSEL A. The Vessel will be delivered by Owner hereunder to Charterer as is andwhere is at the Port of Palm Beach, Florida as of the date hereof ("Delivery"). B. Representatives of Owner and Charterer shall jointly execute aCertificate of Delivery and Acceptance, in the form attached hereto and markedas Appendix B, acknowledging the delivery and receipt of the Vessel. 3 <PAGE> C. At the time of Delivery the Vessel shall be fully classed by Det NorskeVeritas, free of all outstanding recommendations, and shall have all hercertificates, including those, if any, issued by the United States Coast Guard,current and not extended. If any of the Vessel's classification or Coast Guardcertificates require renewal at the time of Delivery, such renewals shall bepaid for by Charterer. Charterer shall keep the Vessel's documentation andclassification certificates in full force and effect during the term of thisCharter or any extensions thereof, providing copies of such certificates toOwner when issued, and shall renew all such certificates at the time of anyRedelivery under Article 13 whether or not due for renewal, unless otherwiseagreed to by the parties. Further, subject to the prior written approval ofOwner, such approval not to be unreasonably withheld, Charterer may change theVessel's classification society. D. Concurrently with the Delivery of the Vessel hereunder, Owner shallassign to Charterer all of its rights, title and interest in and to anywarranties and guaranties which Owner may have, provided that the same, if stillin effect, shall be reassigned to Owner upon Redelivery of the Vessel. If anysuch warranty or guaranty is not fully assignable to Charterer, Owner shallcooperate with Charterer to enforce its rights thereunder.
ARTICLE 6 USE AND OPERATION OF THE VESSEL A. Charterer shall have the full use of the Vessel and, subject to thetrading limits of Article 23 hereof, may employ the Vessel in any lawful tradeor trades in accordance with the laws and regulations of the Vessel's flag stateand any country where the Vessel may be operated, as Charterer may from time totime elect, and it agrees to comply with all Local, State, and FederalRegulations pertaining to the operation of the Vessel in the United States. B. During the Charter Period the Vessel shall be under the complete controlof Charterer, who shall have exclusive possession, control, and command of theVessel, subject to the terms hereof, and assumes full responsibility therefor,including port charges, agencies, fines, assessments and penalties incurred dueto Charterer's use and operation of the Vessel. Nothing herein contained shallbe construed as constituting any implied restriction on Charterer's right,during the Charter Period, consistent with this Charter, to employ the Vesselfor its own account or for the account of others, either on a voyage or timecharter basis, as Charterer may from time to time determine, provided however,Charterer must first obtain written consent of Owner, which shall not beunreasonably withheld or delayed, before entering into any voyage or timecharter other than in the ordinary course of business. C. This Charter is a full and complete demise of the Vessel to Charterer.From the time of delivery to the termination of the Charter, at its own expense,Charterer shall either itself or through a maritime management or agencycontract, man, victual, navigate, including engaging other vessels and pilots,operate, maintain in a good state of repair and in efficient operatingcondition, insure and supply the Vessel. Charterer shall be responsible for allcharges and expenses of every kind and nature whatsoever incidental toCharterer's use and operation of the Vessel under the Charter including withoutlimitation fuel, lubricating oil, and water. Charterer shall return the Vesselto Owner at the expiration of this Charter in the same good order and conditionas when received, reasonable wear and tear excepted, in accordance with Article13 herein. 4<PAGE> D. 1. Except for a lien for wages of a stevedores, wages for the crew ofthe vessel, general average or salvage including contract salvage, and exceptfor maritime tort liens covered (subject to a reasonable deductible) byinsurance or protection and indemnity entry, Charterer will not create or sufferto be continued any security interest, lien, encumbrance or charge on the Vesselor any income therefrom. In due course, and in any event within thirty (30) days
after the same becomes due and payable, Charterer will pay or cause to bedischarged or make adequate provision for the payment or discharge of all claimsor demands which, if not paid or discharged, might result in the creation of asecurity interest, lien, encumbrance or charge against the Vessel or any incometherefrom, and will cause the Vessel to be released or discharged from each suchsecurity interest, lien, encumbrance or charge therefor. 2. If a complaint shall be filed against the Vessel or if the Vesselshall be seized, arrested and/or taken into custody or sequestered by virtue ofany legal proceedings in any court, Charterer shall within ten (10) daysthereafter cause the Vessel to be released and discharged. Charterer shallremain liable for the payment of Charter Hire throughout any of the foregoingevents. E. Charterer agrees, at its expense, to drydock the Vessel for the purposeof cleaning and painting the Vessel's bottom when necessary and making anyrequired repairs, inspections or surveys, but not less frequently than asrequired by the applicable classification society rules, and when drydocking isdue, Charterer agrees to send the Vessel to a port where the Vessel can sodrydock, clean and paint. All expenses incidental to such drydocking and allcharges incurred in connection therewith shall be for Charterer's account,regardless of whether Owner's repairs, if any, are concurrently made, providedthat Owner's repairs do not delay the operation of the Vessel or increase thecost to Charterer. F. Charterer will pay and discharge when and as due and payable, all taxes,assessments, excises, levies, documentation and registration fees, duties, finesand penalties and other governmental charges including without limitation,sales, use, franchise, property, gross receipts and occupation taxes lawfullyimposed upon the Vessel or the ownership, use, operation, registration,documentation or maintenance thereof during the term of the Charter or on anyCharter Hire or other amounts payable hereunder, other than taxes and othercharges imposed on or measured by the net income or capital of Owner. G. Notwithstanding anything herein to the contrary, until such time asCharterer has applied for and obtained an Alcoholic Beverage License from theState of Florida, Palm Beach Maritime Corporation shall continue to conductcertain operations and concessions necessary for the sale of alcoholic beveragesand shall be entitled to reimbursement from Charterer of the actual,out-of-pocket costs incurred by Owner in connection therewith. ARTICLE 7 CONTINUED REGISTRATION OF VESSEL The Vessel shall be kept documented under the laws and flag of Panamaduring the period of this Charter.
5<PAGE> ARTICLE 8 EQUIPMENT, OUTFIT AND FURNISHINGS Charterer shall have the use, without extra cost, of all equipment (whichshall include equipment for cabin, crew, and galley, navigational aids, andtechnical equipment, furnishings, furniture, and fittings) outfit, appliances,tools, spare and replacement parts, non-consumable stores, crockery, linen,etc., as may be on board or installed upon the Vessel (as confirmed by aninventory conducted by Owner and Charterer) on delivery of the Vessel toCharterer, but shall exclude all gaming devices and related equipment andmaterials. The same or their substantial equivalent, excluding gaming devicesand related equipment and materials and all other equipment leased by Chartererfrom third parties, shall be returned to Owner (as confirmed by an inventoryconducted by Owner and Charterer) on Redelivery of the Vessel in the same goodorder and condition as when received, normal wear and tear excepted. Charterershall from time to time during the Charter period, replace such items ofequipment as shall be so damaged or worn as to be unfit for use. Should theinventory at Redelivery show missing items of equipment, Charterer shall replacethe item or pay such excess to Owner. ARTICLE 9 INVENTORY Charterer owns and has paid for all inventory, including, withoutlimitation, all consumable stores on board the Vessel at the time of Delivery.Accordingly, Owner is not entitled to any payment for the inventory, andCharterer shall have the right to remove the inventory from the Vessel on orprior to Redelivery and to retain ownership thereof. ARTICLE 10 ALTERATIONS A. From time to time after delivery of the Vessel into Charterer's service,Charterer may make structural and other alterations to the Vessel, itsmachinery, or electrical equipment, only with Owner's prior written approval,which shall not be unreasonably withheld, provided the alterations to the Vesseland its equipment are returned to their original state at or prior to thetermination of this Charter and Redelivery of the Vessel to Owner. Owner,however, has the option to retain any alterations made by Charterer at amutually agreed price. In addition, leased equipment may be placed on board theVessel by Charterer. At the time of Redelivery, Owner has the right at Owner's
expense to continue the lease for such equipment should the lease permit or mayrequire Charterer to have such equipment removed. As to equipment otherwiseplaced aboard the Vessel by Charterer, Charterer shall have the right to removesame upon Redelivery, provided that if Owner desires to retain the equipment onboard the Vessel, it may purchase the equipment at a price to be agreed upon atthe time of Redelivery. Any additions or alterations permitted by this Articleare subject to approval by the Vessel's classification society and, if required,the U. S. Coast Guard. Notwithstanding anything to the contrary contained inthis Charter, Charterer shall not have the right to remove any gaming equipmentother than in accordance with that certain Master Lease Agreement (Palm BeachPrincess and Empress II Gaming Equipment), dated as of July 6, 2004, between PDSGaming Corporation, as Lessor, and Charterer and ITGV ("Master Lease"), aslessee, without the prior written approval of PDS Gaming Corporation and Owner. 6<PAGE> B. Charterer's house colors are currently painted on the Vessel, and theVessel shall continue to be so painted during the term of this Charter.Charterer shall have the right to rename the Vessel, and shall pay for allassociated costs therefor. Prior to Redelivery, Charterer shall rename theVessel at its expense in accordance with Owner's reasonable instructions.However, Owner shall in no event have the right to the use of Charterer'strademark following Redelivery. C. The Vessel shall be kept painted and metal surfaces preserved at alltimes, and Charterer shall maintain the Vessel in as good a condition asdelivered, normal wear and tear excepted. ARTICLE 11 INSURANCE A. 1. Charterer shall, at all times during the period of this Charter, atits own cost and expense, carry and maintain on the Vessel insurance coveragecovering all marine and hull risks, including towers liability, war riskinsurance, protection and indemnity insurance, together with coverage forpollution clean up costs and expenses including natural resource damage, thirdparty claims as well as any fines or civil penalties now or hereafter imposedunder all applicable Federal, State and Local laws, or the laws of any foreigncountry or political subdivision thereof
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