feet (80’) wide and not less than one hundred and fifty feet (150’) nor more than two hundred feet (200’) long as determined by the Developer.”

Section 2.2.    Section 3.02 of the Agreement shall be, and hereby is, amended by deleting subsection (h) of Section 3.02 of the Agreement and replacing same with a new subsection (h) which shall provide:

“(h) The City may use the $10,309,000 referred to as Item 5 in Section 3.02(a) hereof as it determines in its sole discretion, subject only to the approval of Developer, which approval shall not be unreasonably withheld. Provided the use of the funds reasonably satisfies Developer that its reasonably projected sewage volume can be accommodated by the renovation or replacement of the sewer plant, there shall be no restriction on whether said funds are used to construct new facilities or to upgrade existing facilities; or whether said facilities are built by the City or by South Dearborn Regional Sewer District. City may, at its sole discretion and subject only to Developer’s reasonable approval set forth above, provide said funds to the South Dearborn Regional Sewer District for modifications to existing facilities and to pay the entire cost thereof.”

Section 2.3.    Section 4.06 of the Agreement is hereby amended by renumbering subsection (b)(vi) thereof as new subparagraph (b)(ix) and adding new subparagraphs (b)(vi), (vii) and (viii) as follows:

(b)(vi) A breach in the Lawrenceburg Conservancy District flood protection levee with an opening width of forty feet (40’) (“Levee Breach”).

(b)(vii) A bridge over the Levee Breach suitable for pedestrian passage which shall have a width of not less than ten feet (10’). Developer further agrees to use its reasonable efforts to coordinate the construction of this Breach Bridge with City agents charged with the responsibility of planning the levee walk project. Nothing in this provision shall be construed to impose an affirmative obligation on Developer to take any measures the reasonably anticipated result of which could cause Developer to expend additional funds or delay the completion of Developer’s construction (including delays caused by Corps of Engineers permit considerations).

(b)(viii) Assistance to the City in the City’s efforts to work with Central Railroad Company of Indiana or CSX Transportation, Inc. in addressing concerns of such railroads concerning the grade crossing of the tracks at Walnut Street.

Section 4.06(g)(ii)(G) of the Agreement shall be amended by adding to subparagraph (11) thereof after the word “City” the following language:

“together with those items listed in Section 2.05 hereof.”

Section 2.4.    Section 5.04 of this Agreement is hereby amended by deleting the first sentence of Section 5.04 and substituting therefor the following:

“Within thirty (30) days of the issuance by the Corps of Engineers of a permit to allow construction to begin at the site of the Permanent Boat, Developer shall submit to City a

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proposed construction schedule indicating the anticipated starting and completion dates of the various stages of the work to be performed to complete the Project.”

Section 2.5.    Section 5.07(a) of this Agreement is amended by deleting the first sentence thereof and substituting therefor the following:

“Subject to the provisions of subsection (b) and except as may otherwise be provided in the final design or otherwise approved by City (which approval shall not be unreasonably withheld), all materials and equipment incorporated into the Project shall be of superior quality and new, and all product warranties and guaranties specifically called for by this Agreement shall expressly run to the benefit of Developer; provided, however, that the foregoing shall not preclude Developer from using as part of the Project antiques or gaming equipment of comparable appearance that has been properly reconditioned or refurbished.”

Section 2.6.    Section 5.19 of this Agreement is hereby amended by deleting the current language and inserting the following language:

“City shall have authority to disapprove or reject Work which is determined to be defective, and shall also have authority, with respect to those improvements which are intended to become publicly owned, to require special inspection or testing of the Work whether or not the Work is fabricated, installed or completed. Nothing herein shall be deemed to modify or restrict the normal rights or functions of any building inspector having jurisdiction over the Project.”

Section 2.7.    Section 5.21(b) of this Agreement is amended by deleting the existing language and inserting therefor the following language:

“There shall be paid each laborer or mechanic of the Contractor, Construction Manager or Subcontractor engaged in Work under this Agreement a wage not less than the prevailing wages in the Lawrenceburg area according to the prevailing wage schedule established by the State of Indiana and existing on the date thirty (30) days prior to the date on which the contract for such Work is released for bid (the “Wage Date”), regardless of any contractual relationship which may be alleged to exist between the Contractor, Construction manager or Subcontractor and such laborers or mechanics; provided, however, all contracts bid prior to July 15, 1996, are deemed approved as to wage rates contained in said bid packages, provided the wage rates are paid by the contractors performing said work. If the contract is not awarded within ninety (90) days of the Wage Date, new prevailing wage rates shall be required and shall be such prevailing wage rates in effect on a date not more than thirty (30) days before the date of award of the contract.”

Section 2.8.    Section 5.27(a) of this Agreement is amended by deleting the existing language in its entirety and substituting therefor the following:

“Developer shall provide, or shall cause to be provided by the Contractor or Subcontractors, Performance and Payment Bonds for not less than fifty percent (50%) of the Work on the Project as measured by dollar amounts. Developer shall have the right,

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in its discretion, to determine which portions of the Work shall be the subject of the Performance and Payment Bonds; provided, however, all of the Work relating to the construction of the site for the Temporary Boat and all of the Work for the new roadway from U.S. 50 to the site of the Permanent Boat shall be fully covered by Performance and Payment Bonds. All Bonds shall be in the forms prescribed by Applicable Laws and by City, and be executed by such sureties as (i) are licensed to conduct business in the State, and (ii) are named in the current list of “Company’s Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570 (amended) by the Audit Staff Bureau of Government Financial Operations, U.S. Treasury Department. All Bonds signed by an agent must be accompanied by a certified copy of the power of attorney or other instrument establishing the agents’ authority.”

Section 2.9.    Section 5.28 of this Agreement is amended to delete the existing language and to substitute therefor the following language:

“(a) To the fullest extent permitted by law, Developer shall indemnify and hold harmless City and its consultants, agents and employees from and