ABS COMMERCIAL LEASE AGREEM NT xll/g

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 (9) Intellectual Propegy Rights and Infringement.

a. AGS agrees to defend or settle, at its expense, any action brought or claim or
allegation made against Customer or any of their ofcers, directors, shareholders,
employees, agents, contractors and affiliates (the Indemnitees), to the extent that it
is based upon a claim that any of products or services provided by AGS under this
Agreement and used within the scope of this Agreement, infringes any U.S. or foreign
patent, trademark, service mark, copyright, trade secret, or other third party
intellectual property right, and AGS will at its sole cost settle or pay all claims,
damages and expenses, including without limitation reasonable attorneys fees and
costs,incurred by Indemnitees.

The parties agree that (i) Customer will promptly notify AGS of any claim or
threatened claim of iningement, but the failure to so notify shall not relieve AGS of
its obligations hereunder; (ii) AGS shall have sole control of the settlement,
compromise, negotiation and defense of any such action; and (iii) Customer will
cooperate in good faith in the defense of any such action or claim and will provide all
infonnation related to the action that is reasonably requested at AGSs expense; (iv)
AGS shall not be liable for any settlement made by Customer without AGSs prior
written approval, which shall not be unreasonably withheld or delayed, or for any
award in any action in which AGS was not granted notice and/or control of the
defense; (v) if use of the Intellectual Property is enjoined or if AGS reasonably
believes that use of the Intellectual Property may be enjoined, AGS may, at its option,
(i) promptly obtain the right for Customer to continue using the Intellectual Property;
or (ii) promptly replace or modify the Intellectual Property to make it non-infringing,
or if neither option is reasonably practicable AGS may recover the Intellectual
Property from Customer and issue Customer a pro rata remd of any fees paid to
AGS.

Errors and Omissions Insurance. In addition to any other insurance requirements

above, AGS shall obtain, carry and keep in full force and effect during the term of
this Agreement, errors and omissions insurance coverage on a primary and not
contributory basis, with a minimum limit of liability of $1,000,000 per occurrence.
AGS shall provide Customer a Certicate of Insurance evidencing the required
coverage. Customes failure to request or demand a Certicate of Insurance shall
not be deemed a waiver of this requirement. Any required insurance coverage may
not be canceled prior to the end of the term of the Agreement without sixty (60) day
advance written notice to Customer.

(10) General Provisions.

a. Force Maieure. Neither party will be held responsible for any delay or failure in
performance of any part of this Agreement to the extent that such delay is causedby
events or circumstancesbeyond the delayed partys reasonable control.

Page5 of 7
1047v1
 . Use of Company Name or Lggo. AGS agrees not to use Customers name, logo, or
other marks owned by or associated with Customer, or the name of any employee or
representative of Customer, in any promotions, advertising, or any form of publicity,
without the advance written permission of Customer.

. lnteggretation; Waiver. If any provision, phrase or language, or part thereof, in this

Agreement is found to be illegal, void or unforceable, the remaining provisions,
phrases and language shall remain in full force and effect. Any failure or delay by
either party to exercise any right, remedy, power or privilege under this Agreement
shall not operate as a waiver thereof. Any waiver by either partymust be in writing
and executed by a person authorized to bind the party making the waiver.

. lntggratign. This Addendrun is incorporated into and shall be considered part of the
Agreement, which represents the entire and integrated agreement between the parties
and supersedesall prior negotiations, representations or agreements, either written or
oral, with respect to the subject matter hereof. This Agreement may be amended only
by a written document signed by duly authorized representatives of both parties.

. Suceesgors and Assiggs. This Agreement shall bind the parties hereto and their
permitted successors or assigns. AGS shall not assign or transfer its rights or
obligation under the Agreement without the prior written consent of Customer which
shall be at Customers sole discretion; any assignment in violation of this Section
shall be void and of no force or effect. Customer may, assign its rights under this
Agreement to any of its subsidiaries or affiliates, or in connection with a sale or
transfer of all or substantially all of its assets. A change of ownership or control of
Customer shall not be considered an assignment for purposes of this paragraph.

. Material Breach, Cure. In the event AGS breaches any of the material terms or
conditions of this Agreement, and such breach is not cured within thirty (30) days
aer receipt of written notice specifying the nature of the breach, Customer may
terminate the Agreement with no irther delay or obligation hereunder.

. Insolvency. Either party may terminate this Agreement without notice or the passage
of time if the other party: (i) les a voluntary petition for bankruptcy; (ii) becomes
subject to an involuntary petition of bankruptcy that is not dismissedwithin sixty (60)
days; (iii) makes a general assignment of its assets for the benefit of creditors; (iv)
becomes subject to the appointment of a receiver having control over a majority of its
assets; or (v) becomes unable to pay its debts when due in the ordinary course of
business.

. Survival. The provisions of this Agreement, including AGSs guaranties, releases

and indemnities and the benet thereof, shall survive as valid and enforceable
obligations notwithstanding any termination, cancellation or expiration of the
Agreement.

Page6 of 7
1047v1
 i. Choice gt Law; Venue; Attorneys Fees. The parties agree to use their best efforts
to resolve any disputes under this Agreement through informal means. In the unlikely
event that formal action must be taken, Nevada law shall govem all aspects of this
Agreement. Venue for any legal action between the parties shall take place in the
state or federal courts located in Las Vegas, Nevada, and the parties agree not to
challenge the jurisdiction of such court. The prevailing party in any action shall be
entitled to recover, in addition to damages, all legal costs and reasonable attorney's
fees. To the extent allowed by law, the parties waive the right to a jury trial in any
action or proceeding related to this Agreement.

j. Notices. Notices required under this Agreement shall be sent by certied mail via the
U.S. Postal Service or other common carrier with return receipt requested, and with a
copy simultaneously being e-mailed to the designated representatives of the patties.
Such notices shall be deemed to have been received and effective as of the date notice
is actually received as evidenced by the signed delivery conrmation.

i8 Customer

AGS LLC Ameristar Casino Vicksburg, lnc.

Attn: Dave Sherman Attn: General Manager
6680 Amelia Earhart Court 4116 Washington Street
Las Vegas, NV 89119 Vicksburg, MS 39180
Email: d.shennan@playags.com
With copy to:
Ameristar Casino Vicksburg, Inc.
Attn: General Counsel
3980 Howard HughesPkwy
Las Vegas, NV 89169

k. Counteggarts. This Agreement may be executed in two identical counterparts which

taken together shall constitute one and the same instrument. Facsimile or email
copies of this Agreement and any required signatures shall be effective as originals.

IN WITNESS WHEREOF, the parties have agreed to the terms this Addendum as of the
date set forth above.

AGS LLC Ameristar Casino Vicksburg, Inc.

Date: 1 I Date: lv/Qgllj/D/x

Signature:M Signature:
K
Printed Name: . t Printed Name: Ani ISQ-Y-XKQS

Title: f Title: V?

Page7 of 7
1047v1
 AGS COMMERCIAL LIB!
Standard Terms and Conditions of Loose
1. iggiigtptnggtgjgm. AGS ItoCustomerand
Customerrents front AGSthe Equipmentfor a MinimumLnse
Term of30 dayscommertdngontiteilrstdayofihe month
following Ute date Ute Equipment is installed at Customer's
premises (the Commencement Date). Following the
minimum 30 day lease period,the EquipmentQuailcontinueto
beleasedonamontltinmonthbaslsuniiltltisteaseis
terminatedas providedherein.
2. 35mm; Customershallpay $50.00 per day per machine
as rent for the use of the Equipmerttpayable on the rst day
ofeach month. The FirstPaymentshall be made on execution
of this Agreement and shall consistof Ute first full mortUfs
payment plus Ute pro rata daily fee from Ute Commencement
Date. For example, If Ute Equipmentis installedon March 15,
2002, Ute First Payment would consist of Ute daily fee from
March 15, 2002, through March 31, 2002, plus tlte daily fee
throughthe last day oiApril2002; The next paymentwould be
due May 1, 2002, representingpayrnerttfor the month of May
2002.
3. Ian-g. Customer shall report and pay all federal, state,
and localtaxes, however duignated, levied, or bued upon Ute
Equlpmutt, Customer's rental or purchase of the Leased
Equipment, Customer's license of the Ucensed Programs,
Customer'suse of the Equipment,this Agreement, or the fees
payableunder this Agreement, exduslveof tans basedon net
Income derived by AGS. Customer shall hold AGS hannl
from all daims and liabilities arising in connection with
Ctrstomer-s
failure to repcrtor pay suchtaxes.
4. Ldiiiitl. A late charge may be added to any amounts
notreceivedbyAGSwhertdue. Thelatecitargewilbe
calculatedat a rate of 1.5% of the unpaid amount per month
or wibperyearandwillbeconslderedduewhert invoicedby
AGS.
5-
a. The Equipment shall at ail Untes remain Ute ale and
exclusiveproperty of AGS. Customershall have no rights or
property interest in the Equipmentother Utan the right to use
it for its benet at the Premises.
b. Customer shall not use the EquipmentIn any manner or
for any purpose for which the Equipment is not designed or
reasonably suited. Customer shall not perrnlt any physial
alteration of or to the Equipmentwithout the prior written
consentof AGS. i1te Equipmentshall be returned to AGS at
the expiration or other terminationof this Agreement in the
ante conrltion In which it was deliveredexcept for reasonable
weer and tear.
c. Customersitall not ailix the Equipmentto any real estate
lnsucltawaydtatltmaybedeemedailxttirettteretn.
Nonetheiss, Ute Equipment is and shell remain personal
propertyeven if Installedin or attached to real property. AGS herein provided shall be deemed irrevotzbie acceptance of
shailbepermltiedtrtdlsplaynoticeofitsownersirlponeacit suclt Equipment. No nonconfonnltyordefectin anylotor
piece of Equipment by means of a strltable stencil, label,
AGREEMENT
plaque or other legend aflitted tireretra. The Equipmentshall
remalrtat all times at Ute Premises.
d. Otstnmershail notaitix, attach, orinstaiianyaccessory,
equlpmentordevlceln ccnnedionwitlr UteEquipmentthat
might interfere with the operation of Ute Equipment. All
repairs, parts, strpplis, accessoris, equipment and devices
aillaredtoUte Equipmentshallbedeemed accessionstotlte
Equipment, and unless such accessions can be removed
without damaging the Equipment or interfering with its
operation, they dtali becomethe property of AGS; provided,
howevenUtatAGSmmatitsoptlomhaveUteEqulpmertt
restored to its original configurationand cortdiUort(ordinary
wear and tear excepted) at Customs: expense upon
terminationof this Lease.
e. Customershail iteepUte Etuipmettfreeandclearatall
time florn all claims,ievls, lierts,encumbrancesand process.
Any act of Customer purportingto aeate such a dalm, levy,
lien, or encumbranceshall be void. Customer shall give A65
immediate notice of any sudt attachment or other judicial
p affectingany articleof Equbment leasedltereunder.
f. Customershall not pledge, lend, create a sewrlty interest
in, subletor part with posssslcn of the Equipmentor any part
thereof or attempt in any mannerto disposeof the Equipment,
or remove the Equipment or any part thereof, front the
Prentlses.
g. Customer shall Guse the Equipment to be operated In
accordance with Ute applicable manual or other means of
instructionby competentand qualied pemnrtei.
h. lfCustnmerbreadtestitisAgreemenhdoing
businessat the location, or loss any license necessaryto
operate Ute buslnes, AGSmay enter Ute Premisesand remove
the Equipmentin additionto enforcingany other remedy.
6- -
a. AGS will attempt to meet Customer's required delivery
date; howevertime shallnot be criticalconcerningany delivery
date. ABS will not be held liable, or responsiblefor any delay
orfaliuretodelivsali oranypartofany orderforany reason.
Unless Utere is a wrten agreement stating otherwise, the
means of delivery shallbe dehenninedby AGS. The tenns and
conditions slated in this Agreement shall prevail over any
conict in terms and conditionsbetween any PurchaseOrder
submittedby Customerand Ute terms and conditionsstated in
this Agreement.
b. Customerhas seventy-two(72) hoursfollowingdeliveryof
Equipment hereunder to give AGS written notice of any
claimed defectlnsuchiiquipmerttiotttertitanlaterttddecis
notdiscovered bytheCustomer). Ctrstomeragreestitatsuclt
notice period is reasonable. Failure in give timely notice as
installmentof Equipmentshall constitutegroundsfor dalmlng
breach of Ute entire Agreement, and arry lots or lnstallmertts
 whoseconfcrmityCirs-tomerdosnotdisputesiial bepald for
in accordancewith the terms and conditionsof this Agreement
regardless of any dispute concerning otiier shipments or
installments. ABS reserves the right to cure, by repair or
replacement, any detects iriilthlna reasoriabie period of tlnie
alturecelvlngwrlttennoliceofsirdidefectsfromthe
Customer.
c. AGS shall iristaiithe Equipmentwith all requiredhardware
and software, induriing bases if necesary, at no charge to
Customer. Before delivery and installationof the Eqlilllment
takes place, Customersliaii preparethe installationsite forthe
Equipment and ensure that it provlds a suitable operating
environment, includingpower and all necesary slot amounting
system cabling, eta, for tiie Equipment. Customer-slial
complywithanyspedlicationsthatAGSrriaysupplywith
rspectto utilities,rabllng, communications,etc.
d. Iminlm- Once Customerhas selected personnelwho are
qualified to operate tiie Equipment, AGS shall, upon
Customer'sprior written request, provideQistomer-spersonnel
with initial training in the operation of the Equipment. Such
training shall take place at a single trainlrig session not
exmeciing 1 day in duration, at or immediatelyafter the time
of install, at Oastomefs facility. A65 sliail provideany further
training only on mutuallyacceptableterms at A653 customary
rats then in effect.
7. Qnhggs. Equipment orders an be cancelled only
underthecondiiionthatCustiomeragreestopayAGSfor
completedworirallocatedtoiiusmmefsorderattimeof
receipt by AGS of tiie cancellationnotice, along with (a) all
costs, direct and Indirect for work In progress,and (b) costs
resulting from the cancellation,and (c) a reasonableprofit to
AGS. Once the Equipment is delivered AGS will not amp
return of the equipmentother than pursuantto the termination
of t:iilsLease.
5- lnmiieciiiaicnertir- ym%i~8iiy,l,~38(a) (Indemnlrzation for Infringement) or aiused solely by
elfsadsoromissionsmstomerwiiilndemnlfyfrom
a. Qwngrlg. Customeragres that any and all Intellectual
Property Riqits in the Equlpnierit are proprietary to AGS
Gaming and that all right, title and ownershipinterest therein
slialiremalnvstedwithAGSGariiing. Otherthanasmaybe
expresslyallowed by this Agreement, Custornu shall not copy
or reproduce any AGS Gaming Intellectual Property, nu shall
Cudnmer disclosethe Intellectual Property to any third party
without AGS Gaming's prior written consent. AGS Gaming
claims and ruerves all rights and beneiiu ailbrded under
federal and international copyright and patient law in the
Equipment and all LicensedSoftware. 11ie binary or object
code version of the Licensed Programs may under no
circumstances be reverseenglneered or reverse-compiled
virithoutAGSGaming'sfurther mitten consent.
b. Ligg. Customer is hereby granted a site specic, non-
eiiduslve, royalty-free, non-transferable license concurrent
wiihthetermofthlsteaseandanyrenewaisthereoiouse
the Intellectual Propertyrights embodied in or represented by
the computer software, rmware, hardware, the mechanical
components, technical manuals and the design, artwork,
names and maris contained in the Equipmentor supplied as
sparepartsbyAGSunderthis/lgieement.Inaddltlcntoany
other remedy availableto AGS, Customeracres: a) AGS may
seek and obtain lrijunctive relief against the breach or
thrutenedbreachofihlssectlonandmayrecoverattomeys
feesandcostsofanyactlonmenforcetheprovlsiorisofthis
Section 8; and b) AGS may terminate Customer's iicaise if
Cuscomerfailstiocomplywilhanytennorainditionhereof.
This llcensesliallalsotennlnateatsirditimeasCustomershaii
permanently
ceaseiousetheiiqulpnient.
i=- A65 will defend or
settle, at AGS's option and expense, any legal proceeding
broughtagainsttustomertotheoitentthatitisbasedona
claim thattheEqllilmerrt trfiingesaoademarkdwillltor
curreritiy issuedU.S. patent of a third-party if Customerglvu
promptwrittennoticeoftheciaimbAGSwhetherornot
Itigation or other proceedinghas been flied or served, gives
AGSsoiecontroiofttiedefenseand settiementofdieclalrn,
providesto AGS all available informationand assistance,and
liasnotcompromisedorsettiedsichdaim. Iftlie Equipment
lsfoundtoinfrlngeatiademark,copyright,
orcunentiylssiied
U.S. patent, AGS will at A65: discretion: (i) obtain ibr
CustomertiierlghtlousetheEquipmentlDrepiaceie
Equipment with non-infrindng Equipment; (iii) modify the
Equipment so that lt becomes non-infringing;or, if none of
these alternatives is available, (iv) remove the infringing
equipment and terminate this lease and all remaining
payments.Aiitihasnoobllgationunderltiissemonqfor
ariyclalmwhlciiresuitsfionhuseoftlieiiqulpmentln
combination wlh any equipment not provided by AGS, (ti)
A653 compliancewith designs or specifiations of Customer,
or (iii) modlliation or alteration cf the Equipment virilhoui:
AGS's mnsent or direction. ANY NODIFIMTIONS 0R
ALTERATIONS MADE IO A68 PRODUCE WmlOtiT
EBCOIISENTISDONEATHIESOLERISKOF
AtCUSTOMER. This Section slats the entire liability of AGS
and the excludve remediesof Custorrierfor any and all claims
of hfringemqit of any type.
9. Illillkli- Except for claims arising under Section
andagainst all dalms, llabiltles, damaguandcnstsnciudng
legal fees and coda) relating to (I) Customer: use of
\~&l_.ll[li1lEIiC0f(ii)lB8CBOf0fltlSSiOfi0fQ$lfflU
10. $||. AGS retains and Customer grants AGS a hill
money security intuest In the Equipmentand all lnfonnaticn
and materials plamd into or produced by tiie Equipment,
together with all accessionsthereto and any proceeds that
mayariseinconnecticnvirllhttiesalecrdiqiositionltiereof
(collectively,the CoiIatei-ai) to senile the prompt and timely
payment by Qistomer oi all sums required pursuant to this
Agreemenbandthecompiebe perlbmiancebyuisliomerofall
ofthewligationsoirtiinedlnbiislqreementwhendue.
Orsiomersiiali cioperatevrlihAGS intheeaiecrtion andiing
of any and all flriandngstatementsAGS, in its sole discretion,
deemnecessaryordesirableloperfectsuch
securttyinterest.
CristomerauttioriauAGStceirecirteandllenancir-ig
statements without Ciotomefs signature ln any jurisdiction
wlieresuch procerlurelsauttiorized. Intheeventtl-iatany
default should ocuir, AGS shall have the rights provided to
AGS In the UniformCommercialCode and all other rights and
remedies available under law. Customer-siiail keep the
Collateral at location of install, frilly insured, pursuant to
 Section 13 below, at all times, and n good aindition and repair
fromthetlrneofdellvery.\
r i.%.)\
11. Igmmsmn," n have the right at any m,
withoutioliicseor
breach rmlnterminatefgrrltshLueaseforairry
ustorneras se Section .
Following the of the Minimum Lease Term, either
party may terminate this Lease for any reason upon thirty
(30) days written notice to the other party.
12, 3mm. Upon termination of this lease for any reason,
Customer shall ensure at its own expensethat the Equipment
is in as good condition as at the beginning of this Lease,
reasonableand normal wear and tear moaned.
13- Customer shall be
responsiblefor any damage to the Equipmentwhether or not
lnilsposasslon,andshallpaytoAGSihevaluecfsomuchof
the Equipment, or any part thereof, as may be damaged or
datroyed. Customer will procure All Risk or Spedal Form
Property insurmce in an amount at least equal to the Total
Order amount above. Sudi insuranceshall name AGSas Loss
Payee forpersonalpropertyowned byAGS butln Customer's
are, custody, or control. The policy or policiesmust lndude
mverage for Earthquake and Flood per-Is and must also
contain an Agreed Amount Endorsement (no colnairance).
Customer is solely responsiblefor deductibles. This insurance
will operate as primary insuranceand no insurancethat may
beeffectedbyAGSwlllbeulied uponbocoittributetoal
thereunder.
14. 5mm. Upon default in any payment, or upon a breach
ofanyothercondilioncfttrisuasetobeperfonnedor
observed by Customer, or If during the term of this Lease
bankruptcy or insoivenw proceedingsare commenced by or
againstCustamer, orifareceiverlsappointed forthebuslness
0f Customer, or ll Cuslnmer dlscontlnues business at the
address to which the is delivered, AGS shall have
therlghtwlthoirtnctlce ndtoliermlnatethlsLeasebm:
such termination shall not releaseCuslnmerfrom the payment
of damages sustainedby AGS.
15. Rlgmlmnggral. If upon termination of this Leas for
any reason Customerfallsor refusesto deliver the Equipment
to AG5, AGS mall be entitled in enter Customers premisesor
any other premlss where the Equipment may be found to
removeandtaleepossessionoftheliqulpmentandthe
LicensedProgramswittiout legal process. AGS sl1allhave full,
free, andsafetotheeittire Equipmentiorthls purpose.
Customer shall bear sole raponsiblilty for segregating and
separately storing any equipment, programs, or data not
owned by AGS,and Customerdiali hold AGSharmlesshom all
claims, ilabllltls, and damages, Including without limitation
clalmscrrightsofactionfortrespa, unused byreasonol
arch removal, nor shall AGS be prejudicedor estopped from
pursuing any other rernedlestn which it otherwise might be
entitled on accountofCuslnmers breach.
16. EgmLMajgum. Neither party shall be in default or
otherwisellabieforanydelaylnorfallureofltsperfomunce
under this Agreement if such delay or failure arts by any
reason beyond its control, including any act of God, the
elements, earthquakes, oods, res, actions or decrees of
governmental bodies, failure or delays in transportation or
communimtions,or any act or failureto act by the other party,
provided, however, that lad: offunds shall not be deemed to
bea reasonbeyonda partysconbol.
17. Mutant!-
a. AGS warrants but for a period of 90-days following
Installation, Equipmentinstalled hereunder will be free from
defectsandingoodworkingorder. Cuslomefssoleand
eimlusiveremedylntheeventofdefectlseizpresslyllnritedto
therestorationoftheequipmenttogoodworidrlgcondltionby
adjustment, repair or replacementof defective parts at AGS's
election. Madilnes, equipment, and other products not
manufamiredbyAGSbutdocumenbedonmeLease
Agreement, are excluded from this warranty, except as
specinoallypiovldedlnthlsAgieementi-loweveiytntheemrtent
that warranties from third party suppliers are available for
AGS,AGSatitssoledlsueonwillmekereasonable
commercialbusinessefforts in exercise its rights under such
wan-ands and passsuchbenent on to the Customer.
b. BtceptasmaybeeiqaresslyagmedlnwrltingbyAGS,
AGSswanantles do not apply to:
1. Problems caused by defects, problems, or failures of
hardwareorsoltvrarenotmovldedbyAGS; nor
2. Problems caused by negligence of Customer or any
otherpersonerceptAGS; nor
3. Problems mulling from the misuse, Improper use,
aiteraiianordamageoftheEqulprnenhnor
4. Problemscausedbymomliutionstothe Equipmentnot
made or authorizedbyAGS. a, Mk sue seq-irate or:
AQvqlnwwuhrzlluldfrf-lictt ruq WW l: crucylllkl
c. ThellabllltyofAGSandtheman enoie
acceptor which may be included in the machines and/or
equipment installed hereunder, whether in contrad, in tort, t,
under warranty, in negligenceor otherwise, shall not mymdy
the fair marhet value of the note acceptor, and no sL,
circumstancesshall Ass or the manufacturer of the notes/W
accqitor be liable for special, indirect, or consequential
damages. Neither AGS nor the manufacturer of the note
/
acceptorshailbeliabielnanyresraectfortileacraeptanceof
counlerfeils and/or fraudulent materials. Any unauthorized
modlfirztlon, alteration,or revisionof all or any portionof the
ABS equipment, which is the subjectof this agreement, shall
MSW
causethewan-antydesuibedlntheaboveparagraphisobe
nu and void. AGS, its allialm, subsidiaries,representatives,
and agents make no other warranty, expressor implied.
1B. DISCLAIMER 0F ALL OTHER WARRANTIES AND
REAREENTATIONS
The exprss wanantis and express sat forth
inthlsAgreementareln lleuof,andAGSD1SCl.AIMS,ANY
AND ALL OTHER WARRANTIES, GJNDITIONS, OR
REPRESENTATIONS (EXPRES OR IMPLIED, ORAL OR
WRITIEN),WITH RESPECrTDTl-IE EQUIPMENTORANY
PART THEREOF, INCLUDING ANY AND ALL IMPLIED
WARRANTIS OR CONDITIONS OF TITLE,
NDNINFRINGEMENT, MERCHANTABILITY,OR FlTN OR
SUITABILITY FOR A PARTICULAR OR ANY PURPOSE
(WHETHER.OR NOT AGS KNOWS, HAS REASONTO KNOW,
 HAS BEENADVISED, OR IS OTHERWISEIN FACTAWAREOF
ANYSUCH PURPOSE),WHETHERALLEGEDTOARISEBY LAW,
BY REASONOF CUSTOMOR USAGEIN THE INDUSTRY,OR BY
COURSE OF DEALING. IN ADDITION, AGS EXPRESSLY
DISCLAIMS ANY WARRANTYOR REPRESENTATIONTO ANY
PEI-SON OTIER THAN CUSTOMERWITH RESPECTTO THE
EQUIPMENTOR ANY PARTTHEREOF.
19. EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL
DAMAGES
Independent of, sever-able from, and to be enforced
independently of any other enforceable or unenforceable
provision oi this Agreement, OTHER THAN FOR
INFRINGEMENT OF ONE PARTY'SINTELLECTUALPROPERTY
RIGHTS BY ANOTHER PARTY, NEITHER PARTY WILL BE
LIABLE TO THE OTHER PARTY (NOR T0 ANY PERSON
CLAIMING RIGHTS DERIVED FROM THE OTHER PARTYS
RIGHTS) FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL,
PUNITIVE, OR BIEMPLARY DAMAGES OF ANY KIND -
lndudinglostprolitslossofbusinessorodiereoonomlc
damage, and hrrther including injury to property - AS A
RESULTOF BREACHOFANYWARRANIYOROTHER TERM OF
Tl-IIS AGREEMENT,REGARDLESSOF WHETHER THE PARTY
LIABLE OR ALLEGEDLYLIABLEWM ADVISED, HAD OTHER
REASONTO KNOW, OR IN FACT KNEW OF THE POSSIBILITY
THEREOF.
20. MAXIMUMAGGREGATELIABILITY
Independent of, severable from, and to be enforced
independeniiy of any oti-rer enforceable or unenforceable
provision of this Agreement, IN NO EVENT SHALL AGSS
AGGREGATELIABILITYTO CUSTOMER(INCLUDING LIABILITY
TOANYPEPSONORPEPSONSWHOSECIAIMORCLAIMSARE
BASEDONORDERIVEDFROMARIGlfTORRIGi-ITSIILAIMED
OR CLAIMABLEBY CUSTOMER),WITH RESPECTTO ANY AND
ALL Cl.AIMS AT ANY AND ALL TIMES ARISING FROM OR
REIATED TO THE SUBJECTMATTEROF THIS AGREEMENT,IN
CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL
AMOUNTPAIDBYCUSTOMERTOAGSWITHIN THE MOST
RECENT G-MONII-l PERIOD, PLUS INTEREST COMPUTEDAS
OF II-IE DATEOF ANY HNAL JUDGMENTAGAINSTAGS.
21. J -.\A.. -l'3r' -. e
of any dispute, claim, question, or mgreement arising from
orrdatedtothls Leaseorthe breach thereof, the Parties
hereto shall use their best efforts to settle the dispute, claim,
question, or dbagreement. To this effect, they shall consult
andnegotlatewltheadrodieringoodfalthanrhremgnlzltg
their mutual intersls, attempt to reach a just and equitable
solutionsaiisfaclnryioboth parties. Iftheydo notreach sudr
soiuiionwithlna perlodof30days,ttren, upon notioebyeither
party to the other, all disputes, daims, questions, or
dlfferencs shall be nally settled by arbitration administered
bytheAmeriGn ArbitrationAssociationinacccrdance wlththe
provisionsof its CommercialArbitrationRulesand judgment on
the award rurdered by the arblbralnds)may be entered in any
court havingjurisdictionthereof. The law to be appliedin any
sucharbltratlonshallbetirelawofNevadawltiroutreference
to its choimofiaw provisions.replace ofarbltzrationshall be
Clark County, Nevada.
22. QrslomerandAGSeactiadmor/vledge
that the other party hereto, and its parent company,
subsidiariesand aittliates, are businsses that are or may be
subjecttr: and mrist becauseofprlvleged licensesissued by
govemmeniai or tribal authorities. If requestedto do so by
the other rwtv (the mutation warty). each Party (the
"requested party) shall obtain any license, qualication,
clearanceor the lllrewhich shall be requmd or required cfit
by the requesting party or any regulatory authority having
jurisdictionoverthisligreementcrttie
requesting
partyorthe
requested party, or their respective parent mmpany,
subsidiariesor affiliates. Ii the requestedparty fails to satisfy
such requirement or ll the requesting party, its parent
company,subsidiariesor ailiates, is directedto cease businms
wiihtherequestedpartybyanysrdrauttioritmorlfthe
requesting party shall in good faith determine, in the
requesting party's sole and exclusive judgment, that the
requsted party, or any of Rs olcers, directors, employees,
agents, designees or representativu, (a) is or might be
engaged in, or is about to be engaged in, any activity or
activities,or (b) was or Is involvedin any relationship,either
ofwhlchoouidordoesjeopardiaettierequestingparws
buslnessorsuctr llcensesmrthoaeoftherequestlng party's
parentcompany,subsidiariesor aililiaies, or if any such lloeme
is threatened tn be, or is, denied, aa-taiied, suspended or
revoked,this Agreement may be terminated by the requesting
partywithoutliabllltymeilherparty.
Inaddldcmmsmmerand
AGSeamhuetn/aclrnowiedgsdratitisiiiegalforadenled
llmnseapplimntora revoked licensee(pursuanttothe laws,
ruls and reguiationsof the Nevada gamhg authorities), or a
businmorganlzalionmdettiemmolofadeniedllcense
appilcantora revoked licaisee, tnenter into, orattemptto
ODIZGIIIIU,DCOITIIICCWIHIIIIEOIIICTDBIIYWITTIGKIIIIPTUT
approvalofttleappropriategamlng authorities. Custnmerand
AGseadiherebyaillnnsrepresentsandwarrantstotheother
partyttratltisnotadenledlicenseappllcanharevoked
ilcenseeorabrtsinessorganintlon underthecnntrolofa
denledllcenseappiicarttora revoked lioensee,andCustorrler
and AGS Coming each hereby agrees that this Agreement:is
subject to immediatetermination by the other party (without
anyliabiiitytneitherpartyhfltstrould beoomeadenled
licenseappiint, a revolredlicenseeor a businessorganization
g the uantroi ofa denied licenseapplicant or a revoked
we.
/ (AAA
C:u2>B*~<'
AAQQIIIII/w
a. This fconstihrtes the entire understanding
belmeenthe partleswith regard to the subjectmattercfthls
Agreement. There are no other understandings,expressedor
implied,written or oral. This Agreementmay not be modified,
andnoprovisionhereinstrailbewaiverhearceptbyawritten
instrumentsigned by both parties. No waiver ofany tenn or
condltlonshallbedeemed mwaivetiratlerrnorcondltionona
future ocrzon or any other term or condition,unlessexplicitly
stated with the written instrument representing the waiver.
The illegality or unenfcrceability of any provision of this
Agreement shall not aflect the validity and enforceability of
any legal and enforceableprovisionsthereof. The prevailing
party in any disputeunder this Agreementshall be entitled to
reasonable attcmeys fees and costs incurred in the
enforcementof thisAgreement.
b. This Agreement is subject to, and contingent upon the
approvalby AGSof Customer'snancial data (as requested by
AGS),andreceiptofarciroplnionsofcomiseitomstnmeras
requeshedbyAGS.
24-

Customer acknowledges its obligation to pay AGS any

appiiabieiioensefesforieeorenabiemeitofcasiries
technology, patented by a third party, on AGS gaming
machines, and agrees to execute any
requiredirythetirirdpartyandinpermitntistoappiylicense
tagstothemachinesasproofofpayrnmtofiheiicensefes.
CustomeragreesbnoiifyAGSpriortnanyenabiementof
mshlesstecilnoiogyforwhimithnotpaidalicensefeeand
receivedalicerasehghermnder.

Each gaming machine obtained hereunder wr cashless

capability(a Ucensed (ashim Gaming Machine) ls provide!
underailmiindiicensetooneormoreofihefolioning U.S.
Patent Nos. 5,290,033; 5,265,874; 5,429,361: 5,470,079:
6,048,269: 6,729,957;6,729,958 and 6,736,725. Any use of a
licensed Cashlees Gaming Machine mnstihrtes the
acknowledgementof and agreement to the followingUrnited
Uoense:

a. Ucenses Cashiers Gaming Machine License Rights.

LicensedCashiessGaming Machinesare licensedfor use eeieiy
h connectionwlh a cashiessgaming systemthat is separately
Icensed under these patents (a Licensed CashiessGaming
Swtern"). The use of a Ucensed Cashi Gaming Machine
with an unlicmsed gaming systemthat has cashlessapabiiity
isan unlicenseduse.
b. Other License Limitations. Each limited License is
exprssly limited tn the original Ucensed Gshless Gaming
Machine (i.e., one serial number per license)and personalto
theCustorner. Aiicensemaynotbeuansferredftemon
gaming machine to another or from one Ctrstomer-(e.g.,
casino) to another. Any unauihmiaed transfer voids this
license.
c. Permitted Transfers to Affiliated Properties for gaming
machines. Upon payment of a transfer fee (which is $50 per
gaming machine per transfer - and is subject to change), a
Custpmermayobiainairihoriationmbansferaiicensed
Oshiess Gaming Machine between Afliliamd Properties by
obiahing a transfer authorization certicate from IGT. For
purposes of the Umited Uoense, Affiliated Properties are
propertieswith a common owner who has a majority Interst
in bclh p

er Initials
 ADDENDUM To AGS LLQ Cgm-rngmur. AGS EQUIPMENT LEASE AGREEMENT

THIS ADDENDUM (the Addendum) to go attached Condential AGS Equipment

Lease Agreement (the Agrcement) executed on 'Q Z] Q L , 2015 by and between
Ameristar Casino Vicksburg, Inc. dba Ameristar Casino Hotel Vicksburg (Customer") and AGS
LLC (AGS).

Contemporaneously with the execution of this Addendum, Customer and AGS will enter
into the Agreement. The parties agree to modify the Agreement by incorporating the terms of
this Addendum. All other terms and conditions of the Agreement remain in ill force and effect.
In the event of a conict between the terms and provisions of this Addendum and the terms of
the Agreement, the terms of this Addendum shall control. Hereinafter, the term this Agreement"
or the Agreement" shall refer collectively to the Agreement and this Addendum.

(1) Standard Terms and Conditions.

a. Termination. In addition to the termination provisions in the Agreement, Customer

may terminate the Agreement for any reason whatsoever, with or without cause, and
without prejudice to any other right or remedy described in the Agreement, upon
thirty (30) days written notice.

(2) Indegndent Qgngjgctors. AGS is and shall perform its services hereunder as an
independent contractor and shall not be deemed to be an agent, member, employee, partner,
joint venturer or legal representative of Customer. Neither party shall have the authority to
assume or create any obligation or commitment on behalf of the other in any way
whatsoever.

AGS shall have sole control, supervision, direction and responsibility over its employees and
the manner and means of providing services under this Agreement. Neither AGS, nor its
employees, shall be entitled to any benets to which Customefs employees may be entitled.

(3) lndegggjcatlon. AGS, and its ofcers, directors, employees, vendors, agents and
contractors, shall indemnify, defend and hold Customer, its ofcers, directors, shareholders,
employees, agents, contractors and afliates (the lndemnitees), harmless irom and against
any and all demands, claims, causes of action, damages, liabilities, nes and expenses,
including reasonable attorneys fees and costs, that are, directly or indirectly, related to the
Agreement, including without limitation any direct, incidental or consequential damages, or
the destruction of real or personal property, or personal injuries (including death), or from the
intentional, recldess or negligent acts or omission of AGS or its ofcers, directors,
shareholders, employees, agents, contractors and affiliates, or the failure to comply with any
obligations and responsibilities set forth in this Agreement, except to the extent that such
demand, claim, cause of action, liabilities, nes or expenses are caused by the negligence or
Willll misconduct of the Indemnitees. The obligations of this paragraph shall survive the
expiration or termination of this Agreement.

Page1 of 7
1047v1
(4) Insurance Reguirements. AGS agrees to keep in ill force and effect during the term of the
Agreement the following insurance coverage. The required coverage shall be primary and
not contributory to any insurance coverage carried by Customer. Insurance policies may not
be canceled prior to the end of the term of the Agreement without sixty (60) day advance
written notice to Customer.

(a) General Liability - AGS shall obtain, carry and keep in full force and effect during
the term of this Agreement occiu-rence based comprehensive general liability,
property damage and public liability coverage, including contractualindemnity
coverage, with limits of at least $1,000,000 per occurrence and $2,000,000 in the
aggregate.

(b) Automobile Liability - AGS shall obtain, carry and keep in full force and effect
during the term of this Agreement automobile insurance policies, including liability
coverage, of at least $1,000,000 covering all vehicles used by AGS for services
rendered under this Agreement whether owned, leased, rented or borrowed.

(c) Workers Compensation Insurance - AGS shall obtain, carry and keep in full force
and effect during the term of this Agreement, Workers compensation insurance
complying with the statutory limits for the laws of the state in which the services are
performed, and employefs liability insurance with limits not less than $1,000,000 per
occurrence. To the extent allowed by law, AGS agrees to defend, hold harmls and
indify Customer, its parent company, afliated, subsidiary and related
corporations for any claim or injury or property damage brought by an employee of
AGS pursuant to this Agreement.

(d) Certicates of Insurance. AGS agrees to name the following as additional

insured(s) under the above policies of insurance and to provide a Certicate of
Insurance evidencing the above required coverage.

Additional insured: Ameristar Casino Vicksburg, Inc.,

Pinnacle Entertaimnent, Inc., including its ailiates, and their
respectiveofcers, directors,shareholders,
andemployees.

Failure to request or demand a Certicate of Insurance shall not be deemed a waiver

of this requirement. The failure to request or demand a Certicate of Insurance does
not waive any obligation or requirement as described herein this section.

(e) Waiver o1 Subrogation. AGS waives all rights of recovery under subrogation
against Customer and its afliates, or their respective ofcers, directors, shareholders,
employees, or agents, including but not limited to deductibles, inadequacy of
coverage limits, any limitations or exclusions of coverage.

(5) Cgndential Material. In the performance of AGSs obligations, AGS might have accessto
condential records and information, including, but not limited to, technical, development,
marketing,organizational,nancial, managerial,administrativeand salesinformation,data,

Page2 of 7
1047v1
 specications and processes presently owned or at any time hereafter developed or used by
Customer, or its parent company or afliates, that is not otherwise part of the public domain
(collectively, the Condential Material"). All such Condential Material is considered
secret and is disclosed to AGS in condence. AGS acknowledges that the Condential
Material constitutes proprietary information of Customer that draws independent economic
value, actual or potential, om not being generally known to the public or to other persons
who could obtain economic value from its disclosure or use, and that Customer has made
efforts reasonable under the circumstances, of which this paragraph is an example, to
maintain its secrecy. Except in the perfonnance of AGS's duties to Customer or as required
by a court order, AGS shall not, directly or indirectly for any reason whatsoever, divulge,
communicate, use or otherwise disclose any such Condential Material, unless such
Condential Material ceases to be condential because it has become part of the public
domain (not due to a breach by AGS of its obligations hereunder). In the event AGS is
required to disclose any Condential Material pursuant to a court order, AGS shall provide
Customer reasonable advance written notice of the proposed disclosure. AGS shall also take
all reasonable actions appropriate to maintain the secrecy of all Condential Information.
All records,lists,memoranda,correspondence,reports,manuals,les, drawings,documents,
equipment, and other tangible items (including computer soware), wherever located,
incorporating the Condential Material, which AGS shall prepare, use or encounter, shall be
and remain the Customer's sole and exclusive property and shall be included in the
Condential Material. Upon termination of this Agreement, or whenever requested by
Customer, AGS shall promptly deliver to Customer any and all of the Condential Material,
not previously delivered to Customer, that is in the possession or under the control of AGS.
These obligations shall survive the termination of this Agreement.

(6) Gaming Rggglatog Matters.

a. If applicable, AGS shall, at its sole cost and expense, receive and maintain during the
term of this Agreement any and all licenses, permits, approvals or authorizations
requiredby any gamingor municipalauthorityhavingjurisdiction.

b. AGS acknowledges that Customer and its vendors must comply with regulatory
requirements imposed upon them due to Customers, or Customer's parent company,
involvement in gaming operations in numerous jurisdictions. AGS acknowledges
that this transaction may be subject to review by a regulatory agency and that it may
be required to supply information to a regulatory agency in connection with this
Agreement. AGS agrees that it will respond to all requests from regulatory agencies
in a timely manner and will perform its obligations in compliance with all applicable
laws.

c. Notwithstanding anything to the contrary, Customer shall have the sole and exclusive
right to terminate the Agreement, without further liability, by written notice upon the
occurrence of either of the following events: (l) AGSs failure to timely apply for,
obtain or maintain any and all licenses, permits, approvals or authorizations that
might be required from the applicable gaming regulatory or municipal agency; or (2)

Page3 of 7
1047v1
 an Order or recommendation by the applicable gaming regulatory, municipal or other
agency requiring or recommending termination of the Agreement.

(7) Compliance Qommitte . AGS shall promptly provide Customer with all information
reasonably required by Customer or its Compliance Committee, or its parent companys
Compliance Committee, with respect to AGS and its respective affiliates, ofcers, directors
and shareholders, nancial condition, litigation, indictments, criminal proceedings and the
like in which they are or may be involved, if any (Requested Infonnation"), in order for
Customer to determine that the Requested Infonnation does not disclose any fact that might
adversely affect in any manner any gaming licenses or permits held by Customer or any of its
ailiates or the current stature of Customer or its afliates with any gaming commission,
board or similar regulatory agency. In the event AGS fails to provide the Requested
Information promptly, or if the infonnation provided with respect to AGS or its respective
afliates in the reasonable opinion of Customer or its Compliance Committee, or its parent
companys compliance committee might adversely affect any gaming licenses or permits
held by Customer or its atliates or the current stature of Customer or its afliates with any
gaming commission, board, or similar governmental or regulatory agency, then Customer
shall have the right to immediately terminate this Agreement and the parties shall have no
irther obligations or liability hereunder other than payments and obligations incurred up to
the date of termination.

(3) Datg Security and Breach. During the term of the Agreement and at any time that AGS
provides services to Qtstomer, AGS shall implement and maintain not less than industry
standard administrative, physical and technical safeguards to protect data and information
received from or prepared for Oistomer. AGS shall ensure that such safeguards, including
the manner in which information and data is collected, accessed, used, stored, processed,
disposed of and disclosed, comply with applicable data protection and privacy laws, and the
terms and conditions of this Agreement. AGS shall notify Customer in writing as soon as
practicable but no later than forty-eight (48) hours after AGS is aware of any actual, alleged
or potential breach involving Customer data (hereinaer a Data Breach"). AGS shall fully
investigate or cooperate with Chtstomerin the investigation of any Data Breach, including
without limitation: (i) assisting in any investigation; (ii) providing Customer or its agent tvith
data or access to facilities and operations affected; (iii) facilitating interviews with involved
parties; and (iv) providing all relevant records, logs, les, data reports, recordings or other
material reasonably requested or required by Customer in order for Customer to investigate,
notify, respond or comply with applicable law, regulation, industry standard, or Customer
policy or practice, or as may otherwise be requested or required by Customer or by
Customer's compliance committee or by a gaming regulator with jurisdiction over Customer
or one of Customers subsidiaries. AGS shall not provide any third party with information
regarding any Data Breach without Customer's prior written consent, and AGS and
Customer agree to work together in good faith to (i) determine whether notice of a Data
Breach is appropriate or required by law or regulation, or otherwise; (ii) the timing of any
notice to individuals, regulators, law enforcent agencies, consumer reporting agencies or
others; (iii) the contents of any such notice; and (iv) whether remediation to affected persons
is appropriate and the nature and extent of any such remedy.

Page4 of 7
1047v1