EXHIBIT 10.36 AGREEMENT OF PURCHASE AND SALE SUN INTERNATIONAL NORTH AMERICA, INC., SELLER

EXHIBIT 10.36

AGREEMENT OF PURCHASE AND SALE

SUN INTERNATIONAL NORTH AMERICA, INC., SELLER

AND

SHOWBOAT LAND LLC, BUYER

Dated: As of January 29, 1998

▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ of Atlantic City
Atlantic County, New Jersey

AGREEMENT OF SALE

This Agreement of Sale ("Agreement") is made and entered

into as of January 29, 1998 by and between Sun International

North America, Inc., formerly known as Resorts International,

Inc., a Delaware corporation ("Seller"), and Showboat Land LLC, a

Nevada limited liability company ("Buyer").

BACKGROUND

A. Seller owns certain real property located on the

Boardwalk in the City of Atlantic City, County of Atlantic,

currently designated as ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇ on the current Atlantic

City Tax Map and more particularly described on Exhibit A

attached hereto and made a part hereof, together with the right,

title and interest of Seller, if any, in and to the streets and

in and to the land lying in the bed of any streets, roads or

avenues, open or proposed, public or private, in front of,

adjoining or abutting said real property to the center line

thereof, the air space and development rights pertaining to said

real property and the right to use such air space and development

rights, all rights of way, privileges, liberties, tenements,

hereditaments and appurtenances belonging, or in any way

appertaining thereto, all easements now or hereafter benefitting

said real property and all royalties and rights appertaining to

the use and enjoyment of said real property, including, but

without limiting the generality of the foregoing, all riparian,

alley, vault, drainage, mineral, water, oil, coal, gas and other

similar rights (all of the foregoing being hereinafter

collectively referred to as the "Property").

B. Seller currently leases the Property to Atlantic City

Showboat, Inc. ("Tenant"), a New Jersey corporation, pursuant to

that certain Lease Agreement dated October 26, 1983, by and

between Resorts, as landlord, and Tenant, as lessee. Thereafter,

the said lease was amended by the parties thereto by the First

Amendment to Lease Agreement dated January 15, 1985, the Second

Amendment to Lease Agreement dated July 5, 1985, the Third

Amendment to Lease Agreement dated October 28, 1985, the Restated

Third Amendment to Lease Agreement dated August 28, 1986, the

Fourth Amendment to Lease Agreement dated December 16,

1986, the Fifth Amendment dated March 2, 1987, the

Sixth Amendment to Lease Agreement dated March 13, 1987, the

Seventh Amendment to Lease Agreement dated October 18, 1988 and

the Eighth Amendment to Lease Agreement dated May 18, 1993

(collectively, the "Lease").

C. Seller desires to sell to Buyer and Buyer desires to

purchase the Property from Seller, and Seller desires to assign

the Lease and Buyer desires to assume the Lease on the terms and

conditions set forth in this Agreement.

ARTICLE I
DEFINED TERMS

1.1 DEFINITIONS. In addition to the abbreviations and

definitions set forth above and in the preamble to this

Agreement, the following defined terms used in this Agreement

shall have the meanings specified below:

"ADDITIONAL EXCEPTIONS" is defined in SECTION 3.1 of

this Agreement.

"CLOSING" means consummation of the purchase of the

Property by Buyer from Seller in accordance with the terms and

conditions of Article II of this Agreement.

"CLOSING DATE" means the date specified in SECTION

2.3 of this Agreement on which the Closing will be held.

"ENVIRONMENTAL LAWS" means any and all federal, state

or local laws, regulations, ordinances, orders, permits and

judgments and common law, including the law of strict liability

and the law of conducting abnormally dangerous activities

relating to the protection of health and/or the environment,

including, without limitation, provisions pertaining to or

regulating air pollution, water pollution, noise control,

wetlands, water courses, natural resources, wildlife, Hazardous

Substances, or any other activities or conditions which impact or

relate to the environment or nature.

"HAZARDOUS SUBSTANCES" shall mean any flammable

substance, explosive, radioactive material, hazardous material,

hazardous waste, toxic substance, gasoline, petroleum product,

pollutant, contaminant or any other substance which is regulated

under any Environmental Law, including, but not limited to,

asbestos, PCBs and any "hazardous substance", "hazardous

material", hazardous waste", "industrial waste" or similar term

as defined in any and all Environmental Laws such as, for

example, Section 101 (14) of the Comprehensive Environmental

Response Compensation and Liability Act, 42 U.S.C. Section 9601

(14) ("CERCLA"), as amended by the Superfund Amendments and

Reauthorization Act of 1986 ("▇▇▇▇"); Section 307 and 311 of the

Clean Water Act, 33 U.S.C. Sections 137 and 1321; the Hazardous

Materials Transportation Act, as amended, 49 U.S.C. Sections

1801-1812; Section 1004 (5); of the Resource Conservation

Recovery Act, 42 U.S.C. Section 6903 (5); the New Jersey

Industrial Sight Recovery Act, N.J.S.A. 13:1K-6, et seq.

("ISRA"); the New Jersey Water Pollution Control Act, N.J.S.A.

58:10A-3, et seq.; the New Jersey Underground Storage of

Hazardous Substances Act, N.J.S.A. 58:10A-21, et seq.; the New

Jersey Spill Compensation and Control Act, N.J.S.A. 58:10-23.11,

et seq. (the "Spill Act"); and in the rules and regulations

adopted in connection with any and all of the aforementioned

Statutes and all other Environmental Laws.

"NJDEP" means New Jersey Department of Environmental

Protection.

"PERMITTED EXCEPTIONS" is defined in SECTION 3.1 of

this Agreement.

"PURCHASE PRICE" means the total consideration to be

paid by Buyer to Seller for the purchase of the Property pursuant

to SECTION 2.2 of this Agreement.

"TITLE COMPANY" means Commonwealth Land Title

Insurance Company, Lawyers Title Insurance Corporation and/ or

such other title insurance company or companies selected by Buyer

and licensed by the State of New Jersey.

"TITLE POLICY" means the ALTA owners policy of title

insurance issued by the Title Company to Buyer which insures

title to the Property as provided in SECTION 3.1 of this

Agreement.

1.2 OTHER DEFINED TERMS. Certain other defined terms

shall have the respective meanings assigned to them elsewhere in

this Agreement.

ARTICLE II
PURCHASE AND SALE

2.1 PROPERTY. On the terms and conditions stated in this

Agreement, Seller hereby agrees to sell and convey to Buyer, and

Buyer hereby agrees to purchase and acquire from Seller, the

Property.

2.2 PURCHASE PRICE. The Purchase Price to be paid by

Buyer to Seller shall be One Hundred Ten Million

($110,000,000.00) Dollars allocated as follows:

$57,000,000.00 - land

$53,000,000.00 - excess rent attributable to leased fee
estate

The Purchase Price shall be payable to, or at the direction of

Seller through, the Title Company at the Closing by wire transfer

of immediately available funds to an account designated by

Seller.

2.3 CLOSING. The Closing of the purchase and sale of the

Property shall take place at 10:00 a.m. on January 29, 1998, at

the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇

▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ or such other place as may be mutually agreed

upon by Buyer and Seller.

2.4 ADJUSTMENTS AT CLOSING. There shall be no adjustments

between Buyer and Seller at Closing.

2.5 COSTS OF CLOSING. Each party is responsible for

paying the legal fees of its counsel in negotiating, preparing,

and closing the transaction contemplated by this Agreement. Buyer

shall be responsible for the cost of recording the deed, the

Title Policy (as hereinafter defined) and for all fees and

expenses of the Title Company. Buyer shall be responsible for

the payment of the realty transfer fee in connection with the

transfer of title to the Property. Each party shall be

responsible for paying any other fees, costs and expenses

identified herein as being the responsibility of such party.

Notwithstanding the foregoing, in the event a

determination is made that an additional realty transfer fee is

due in connection with the conveyance of the Property to Buyer,

each party shall be responsible for the payment of one-half of

such additional realty transfer fee and any penalties and/or

interest related thereto within ten (10) days of the date of such

determination. The parties agree to share equally any and all

costs and expenses, including legal fees with regard to any

action or proceeding commenced related to the realty transfer

fee. The provisions of this sentence shall survive Closing.

2.6 ASSIGNMENT OF LEASE AND RENTS. At closing, Seller

shall assign and set over to Buyer all of Seller's right, title

and interest in the Lease and rents thereunder, free and clear of

all liens and encumbrances, except Permitted Exceptions and

Additional Exceptions, and Buyer shall assume the Lease.

ARTICLE III
CONDITION OF TITLE

3.1 CONDITION OF TITLE. Title to the Property shall be

good and marketable and insurable at standard rates by the Title

Company, and shall be free and clear of all liens, encumbrances

and rights of others, except for (a) those matters set forth on

EXHIBIT 3.1 attached hereto and made a part hereof (the

"Permitted Exceptions''). At Closing, title to the Property

shall be conveyed to Buyer, in fee simple, by bargain and sale

deed with a covenant as to grantor's acts (the "Deed") and (b)

such other matters as the Title Company

shall be willing, at Buyer's request, to omit as exceptions to

coverage or to except, without special premium, with insurance

against collection out of or enforcement against the Property

(the "Additional Exceptions").

ARTICLE IV
CONDITIONS PRECEDENT; DELIVERIES

4.1 CONDITIONS PRECEDENT.

A. The obligation of Buyer to complete the Closing is

subject to the fulfillment (or waiver in writing by Buyer) of

each of the following conditions at or prior to the Closing:

(a) All representations and warranties made by

Seller hereunder are true, complete and correct in all material

respects on the date hereof, and shall be true, complete and

accurate in all material respects as of the Closing Date (as if

then made).

(b) All covenants, agreements and obligations

required by the terms of this Agreement to be performed by Seller

on or before the Closing Date shall have been fully performed in

all material respects.

furnished to Buyer all of the items required to be furnished by

Seller under SECTION 4.2 of this Agreement.

(d) Approval of the transactions contemplated by

this Agreement by the New Jersey Casino Control Commission.

B. The obligation of Seller to complete the Closing is

subject to the fulfillment (or waiver in writing by Seller) of

each of the following conditions at or prior to Closing:

(a) All representations and warranties made by Buyer

hereunder are true, complete and correct on the date hereof, and

shall be true, complete and correct in all material respects as

of the Closing Date (as if then made).

(b) All covenants, agreements and obligations

required by the terms of this Agreement to be performed by Buyer

on or before the Closing Date shall have been fully performed in

all material respects.

furnished to Seller all of the items required to be furnished by

Buyer under SECTION 4.3 of this Agreement.

4.2 SELLER'S DELIVERIES. At the Closing, Seller shall

deliver or cause to be delivered to Buyer, the following items

duly executed, witnessed and/or attested, sealed and acknowledged

where so indicated by all necessary parties:

(a) The Deed, duly executed in recordable form by

Seller.

(b) The Assignment and Assumption of Lease in the

form attached hereto as EXHIBIT 4.2(b).

4.2(c).

(d) Resolution of the Board of Directors of Seller

authorizing the sale of the Property to Buyer in accordance with

the terms of this Agreement.

(e) Discharge of Mortgage recorded in Mortgage Book

4445, page 209 ET SEQ. and Assignment recorded in Deed Book 5136,

page 45.

(f) The Estoppel Certificate in the form attached

hereto as EXHIBIT 4.2(h).

4.3 BUYER'S DELIVERIES. At the Closing, Buyer shall

deliver or cause to be delivered to Seller or the Title Company,

the following items:

(a) The payment required by SECTION 2.2 of this

Agreement.

(b) The Assignment and Assumption of Lease in the

form attached hereto as EXHIBIT 4.2(b)..

attached hereto as EXHIBIT 4.3(c).

(d) Resolution of the Buyer authorizing the purchase

of the Property in accordance with the terms of this Agreement.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLER

5.1 REPRESENTATIONS AND WARRANTIES. The following

representations and warranties of Seller are true, complete and

correct in all material respects on the date hereof and shall be

true, complete and correct in all material respects on the

Closing Date (as if then made):

(a) Seller has the full legal right, power and

authority to enter into, execute, deliver and perform all of its

obligations under this Agreement. All requisite action necessary

to authorize Seller to enter into this Agreement and to carry out

its obligation hereunder have been, or on the Closing Date will

have been, taken. The execution and delivery of this Agreement

by Seller constitutes the valid and legally binding obligation of

Seller to perform this Agreement, enforceable against Seller in

accordance with its terms.
8

(b) Seller has not received any written notice of

any pending or threatened condemnation action with respect to all

or any portion of the Property, and to the best of Seller's

knowledge, there are no existing condemnation or other legal

proceedings affecting the Property by any governmental authority

having jurisdiction over or affecting all or any part of the

Property.

party or, to the best of Seller's knowledge, any governmental

authority is required to be obtained by Seller in order for

Seller to consummate the transactions contemplated by this

Agreement.

(d) There are no actions, suits or proceedings

pending or, to the best of Seller's knowledge or the knowledge of

its affiliates, threatened affecting the Property or any portion

thereof.

(e) Seller and each of its affiliates have not

received written notice that the Property is in violation of any

Environmental Laws. Seller and each of its affiliates have no

knowledge of the release of Hazardous Substance on or from the

Property or to the Property from any adjacent property, or any

potential or known liability which has resulted in or may result

in a lien on the Property or which is or may result in a

violation of any Environmental Laws. Seller and each of its

affiliates have not received written notice of a threatened or

pending Regulatory Action (hereinafter defined) and has not

received any written notification that it is or may be

potentially responsible or liable for clean-up, testing or other

remedial activities at any site including, without limitation,

the Property. "Regulatory Action" is defined as any violation,

complaint, citation, request for information, order, directive,

compliance schedule, notice of claim, consent decree, action,

litigation or proceeding brought by or instituted by any

governmental authority under or in connection with any

Environmental Law.

(f) To the best of Seller's knowledge and belief,

the Lease is in full force and effect and no default or event,

which with notice, the passage of time or both would constitute a

default, has occurred thereunder. Tenant under the Lease is

current in the payment of rent and all other amounts due under

the Lease.

(g) The representations and warranties of Seller

contained herein shall not survive the Closing.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYER

The following representations and warranties of Buyer are

true, complete and correct in all material respects on the date

hereof and shall be true, complete and correct in all material

respects on the Closing Date (as if then made):

(a) Buyer has the full legal right, power and authority

to enter into, execute, deliver and perform all of its

obligations under this Agreement. All requisite action necessary

to authorize Buyer to enter into this Agreement and to carry out

Buyer's obligations hereunder has been, or on the Closing Date

will have been, taken. The execution and delivery of this

Agreement by Buyer constitutes the valid and legally binding

obligation of Buyer to perform this Agreement, enforceable in

accordance with its terms.

(b) Buyer and each of Buyer's affiliates have not

received any written notice of any pending or threatened

condemnation action with respect to all or any portion of the

Property, and to the best of Buyer's knowledge, there are no

existing condemnation or other legal proceedings affecting the

Property by any governmental authority having jurisdiction over

or affecting all or any part of the Property.

or, to the best of Buyer' s knowledge, any governmental

authority is required to be obtained by Buyer in

order for Buyer to consummate the transactions contemplated by

this Agreement, except the consent or approval of the New Jersey

Casino Control Commission which may be required to be obtained by

Buyer and/or Tenant.

(d) There are no actions, suits or proceedings pending

or, to the best of Buyer's knowledge or the knowledge of its

affiliates, threatened affecting the Property or any portion

thereof.

(e) Buyer and each of its affiliates have not received

written notice that the Property is in violation of any

Environmental Laws. Buyer and each of its affiliates have no

knowledge of the release of Hazardous Substance on or from the

Property or to the Property from any adjacent property, or any

potential or known liability which has resulted in or may result

in a lien on the Property or which is or may result in a

violation of any Environmental Laws. Buyer and each of its

affiliates have not received written notice of a threatened or

pending Regulatory Action and has not received any notification

that it is or may be potentially responsible or liable for

clean-up, testing or other remedial activities at any site

including, without limitation, the Property.

(f) To the best of Tenant's knowledge and belief, the

Lease is in full force and effect and no default or event, which

with notice, the passage of time or both would constitute a

default, has occurred thereunder.

(g) The representations and warranties of Buyer contained

herein shall not survive the Closing.

ARTICLE VII
BROKERAGE COMMISSIONS

Seller and Buyer each warrant to the other that neither has

incurred any obligation for a real estate or brokerage commission

with respect to this transaction, and each hereby agrees to

defend, indemnify, and hold harmless the other for any loss,

cost, or expense which may result from a breach of this warranty.

ARTICLE VIII
CONDEMNATION

If, prior to the Closing, there shall occur a threatened or

actual taking or condemnation of all or any substantial portion

of the Property, then, in such event, Buyer shall have the right

to terminate this Agreement by written notice delivered to Seller

within ten (10) days after Buyer has received written notice from

Seller of such an event ("Seller's Condemnation Notice"). If

Buyer elects to terminate this Agreement pursuant to the

preceding sentence, the parties shall have no further rights or

obligations under this Agreement, one to the other with respect

to the subject matter of this Agreement. If this Agreement is

not terminated by Buyer, it shall remain in full force and

effect, and Seller, upon the Closing, at Buyer's election, shall

either (i) pay to Buyer any award collected by Seller as a result

of said taking, deducting from same the reasonable expenses of

Seller, including attorneys' fees, incurred in the collection of

same, or (ii) assign, transfer and set over to Buyer all of

Seller's right, title and interest in and to any awards to be

made on account of said taking, as the case may be.

ARTICLE IX
MISCELLANEOUS

9.1 NOTICES. All notices, demands, approvals,

consents, requests and other communications required

or permitted hereunder shall be in writing, and

shall be deemed to be properly delivered (i) on receipt if

delivered by hand, (ii) the next business day if

delivered overnight delivery by a nationally recognized overnight

courier service provided it is delivered, and (iii) whether

actually received or refused three (3) days after having been

deposited in a regularly maintained receptacle for the United

States mail, registered or certified, return receipt requested,

postage prepaid, addressed as follows:

If to Seller: Sun International North America, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.

With a copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Senior Corporate Counsel
Sun International North America,
Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

and to: ▇▇▇▇▇ ▇. Gerkis, Esq.
▇▇▇▇▇▇▇, Breed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

If to Buyer: R. ▇▇▇▇▇ ▇▇▇▇, Executive Vice President
Finance and Administration
Showboat Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

With a copy to: ▇▇▇▇ ▇▇▇▇▇▇, Esq.
Kummer, Kaempfer, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
Seventh Floor
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇

and to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Levine, Staller, Sklar, Chan,
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Any of the addresses for notice may be changed by delivery

of written notice in connection herewith.

9.2 ENTIRE AGREEMENT AND AMENDMENTS. This Agreement

embodies the entire agreement between the parties with respect to

the Property and supersedes all prior agreements and

understandings, if any, relating to the Property, and may be

amended or supplemented only by an instrument in writing executed

by the party against whom enforcement is sought.

9.3 PARTIES BOUND. This Agreement shall be binding upon

and inure to the benefit of Seller and Buyer, and their

respective legal representatives, successors and assigns.

9.4 TIME IS OF THE ESSENCE. It is expressly agreed by

Seller and Buyer that time is of the essence with respect to this

Agreement.

9.5 ATTORNEY'S FEES. If either party hereto shall be

required to employ an attorney to enforce or defend the rights of

such party hereunder, the prevailing party will be entitled to

recover its reasonable attorneys fees, costs and disbursements.

9.6 MULTIPLE COUNTERPARTS; FACSIMILE SIGNATURES. This

Agreement may be executed and delivered in any number of

counterparts, all of which taken together shall constitute one

and the same agreement and either of the parties hereto may

execute this Agreement by signing and delivering any such

counterpart. Signatures delivered by telecopier or similar

device shall be deemed the equivalent of an original signature.

At the request of a party, the other party shall deliver to the

requesting party a signature page bearing the original signature

of such party.

9.7 SEVERABILITY. If any provision of this Agreement

shall, for any reason, be held violative of any applicable law,

and so much of this Agreement is held to be unenforceable, then

the invalidity of such specific provision shall not be held to

invalidate any other provision of this Agreement which shall

remain in full force and effect.

9.8 ASSIGNMENT. This Agreement may not be assigned by

Buyer, in whole or in part, without the prior written consent of

Seller.

9.9 GOVERNING LAW. The terms and conditions of this

Agreement shall be governed by the internal laws of the State of

New Jersey.

9.10 COUNTERPARTS;FACSIMILE SIGNATURES. This Agreement may

be executed in counterparts and when executed by each of the

parties hereto shall constitute a binding, single agreement and

execution of this document and any Exhibits hereto by facsimile

signature shall be acceptable and deemed the same as original

signatures. The party delivering the facsimile signature shall

promptly deliver a live signature page to the other party.

EXECUTED by Buyer this 27TH day of January, 1998

Showboat Land LLC
By: Showboat Operating Company,
a member

By: /s/ R. ▇▇▇▇▇ ▇▇▇▇
R. ▇▇▇▇▇ ▇▇▇▇
Executive Vice-President and
Chief Financial Officer

Acknowledged and Agreed to:

Atlantic City Showboat, Inc.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President

EXECUTED by Seller this 27TH day of January, ▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
Executive Vice President-Finance &
Chief Financial Officer

INDEX OF EXHIBITS

A. Legal Description

3.1 Permitted Exceptions

4.2(b) Assignment and Assumption of Lease

4.2(c) Affidavit of Title

4.2(h) Estoppel Certificate of Seller

4.3(c) Estoppel Certificate of Tenant

EXHIBIT A
LEGAL DESCRIPTION

SCHEDULE A

SITUATE in the City of Atlantic City, County of Atlantic and
State of New Jersey, bounded and described as follows:

BEGINNING at a point in the Southerly line of Pacific Avenue
(60.00 feet wide), South 62 degrees 32 minutes 00 seconds West,
266.00 feet from the Westerly line of New Jersey Avenue (50.00
feet wide), said point being in the division line between Lots
140 and 144.10 in Block 13 as shown on the current tax map for
the City of Atlantic City, and extending from said beginning
point; thence

(1) South 27 degrees 28 minutes 00 seconds East, in and along
said division line, and continuing in and along the division
line between Lots 140 and continuing in and along the division
line between Lots 140 and 144.02 and 144.01, respectively,
parallel with New Jersey Avenue 1432.20 feet to the Inland or
Interior Line of Public Park (The Boardwalk); thence

(2) Southwestwardly in and along same in the arc of a circle
curving to the right, having a radius of 1102.57 feet, the arc
length of 8.94 feet to a point of tangent; thence

(3) South 59 degrees, 24 minutes, 40 seconds West in and along
same, 308.53 feet to the Easterly line of Lot 128.03 thence

(4) North 27 degrees 28 minutes 00 seconds West in and along
same, and continuing in and along the Easterly line of Lots
128.03 and 129.06 respectively, parallel with New Jersey Avenue,
1369.53 feet to a point in the Southerly line of Lot 130; thence

(5) North 62 degrees 32 minutes 00 seconds East in and along
same, and continuing in and along the Southerly line of Lot
129.02, parallel with Pacific Avenue, 25.00 feet to a point;
thence

(6) North 27 degrees 28 minutes 00 seconds West, in and along
the Easterly line of Lot 129.02, parallel with New Jersey Avenue
80.00 feet to the Southerly line of Pacific Avenue; thence

(7) North 62 degrees 32 minutes 00 seconds East in and along
the Southerly line of Pacific Avenue, 292.00 feet to the POINT
AND PLACE OF BEGINNING.

BEING KNOWN AS Lot 140 in Block 13 as shown on the current Tax
Map for the City of Atlantic City.

TOGETHER WITH the following non-exclusive easements:

Continued on next page

SCHEDULE A CONTINUED

1. A non-exclusive easement for the construction, repair,
maintenance and use of the Common Facilities (as such are defined
in the Ground Lease, a short form recorded in Deed Book 3878,
page 1 and the Agreement as to Assumption of Obligations with
respect to properties recorded in Deed Book 4795, page 243 and
Deed Book 4863, page 5).

2. A non-exclusive easement over, upon and across the
Pedestrian Passageway, together with the 17-Foot Egressway
(Parcel A), the Service Road (Parcel B) and the Service Road
Extension (Parcel C) (as such are defined in the Ground Lease, a
short form recorded in Deed Book 3878, page 1 and the Agreement
as to Assumption of Obligations with respect to properties
recorded in Deed Book 4795, page 243 and Deed Book 4863, page
5), as shown on a survey made by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Co. and
Associates, Inc., dated November 17, 1997, and being more
particularly described as Parcels A, B and C, respectively.

SUBJECT to a portion of the fifty-foot wide service easement
lying within the Showboat Leased Land and more particularly
described as Parcel D attached hereto.

PARCEL A

DESCRIPTION OF THE SEVENTEEN-FOOT WIDE EGRESSWAY AT GRADE
BETWEEN THE SERVICE ROAD AND THE BOARDWALK OVER LOTS 128.07 AND
128.08 IN BLOCK 13 ON THE OFFICIAL TAX MAP OF ATLANTIC CITY.

ALL that certain lot, tract or parcel of land and premises
situate, lying and being in the City of Atlantic City, County of
Atlantic and State of New Jersey, bounded and described as
follows:

BEGINNING at a point distant 535.00 feet East of the Easterly
line of Virginia Avenue (80 feet wide) and 868.00 feet South of
the Southerly line of Pacific Avenue (60 feet wide), when
measured at right angles to said avenues respectively, and
extending from said beginning point the following courses and
distances:

(1) South 27 degrees 28 minutes 00 seconds East parallel with
Virginia Avenue, a distance of 582.45 feet to the Inland or
Interior Line of Public Park; thence

(2) South 59 degrees 24 minutes 40 seconds West in and along the
Inland or Interior Line of Public Park, a distance or 17.03 feet;
thence

Continued on next page

SCHEDULE A CONTINUED

(3) North 27 degrees 28 minutes 00 seconds West parallel with
Virginia Avenue, a distance of 583.38 feet; thence

(4) North 62 degrees 32 minutes 00 seconds East parallel with
Pacific Avenue, a distance of 17.00 feet to the POINT AND PLACE
OF BEGINNING.

PARCEL B

DESCRIPTION OF THE FIFTY-FOOT WIDE SERVICE ROAD OVER LOTS
129.02, 129.06 AND A PORTION OF LOTS 128.03, 130 AND 140 IN
BLOCK 13 ON THE OFFICIAL TAX MAP OF ATLANTIC CITY.

ALL that certain lot, tract or parcel of land and premises
situate, lying and being in the City of Atlantic City, County of
Atlantic and State of New Jersey, bounded and described as
follows:

BEGINNING at a point in the Southerly side of Pacific Avenue (60
feet wide), said point being distant 577.00 feet East of the
Easterly line of Virginia Avenue (80 feet wide) and extending
from said beginning point the following courses and distances:

(1) South 27 degrees 28 minutes 00 seconds East parallel with
Virginia Avenue, a distance of 86.00 feet; thence

(2) South 07 degrees 48 minutes 46 seconds East, a distance of
74.33 feet; thence

(3) South 27 degrees 28 minutes 00 seconds East parallel with
Virginia Avenue, a distance of 712.00 feet, to a point distant
868.00 feet South of the Southerly line of Pacific Avenue when
measured at right angles thereto; thence

(4) South 62 degrees 32 minutes 00 seconds West parallel with
Pacific Avenue, a distance of 50.00 feet; thence

(5) North 27 degrees 28 minutes 00 seconds West parallel with
Virginia Avenue, a distance of 720.66 feet; thence

(6) North 07 degrees 48 minutes 46 seconds West, a distance of
74.33 feet; thence

(7) North 27 degrees 28 minutes 00 seconds West parallel with
Virginia Avenue, a distance of 77.34 feet to the Southerly line
of Pacific Avenue; thence

Continued on next page

SCHEDULE A CONTINUED

(8) North 62 degrees 32 minutes 00 seconds East in and along
the Southerly line of Pacific Avenue, a distance of 50.00 feet
to the POINT AND PLACE OF BEGINNING.

PARCEL C

DESCRIPTION OF THE SEVENTEEN-FOOT WIDE FIRE LANE BETWEEN THE
SERVICE ROAD AND THE BOARDWALK OVER A PORTION OF LOT 128.03 IN
BLOCK 13 ON THE OFFICIAL TAX MAP OF ATLANTIC CITY.

ALL that certain lot, tract or parcel of land and premises
situate, lying and being in the City of Atlantic City, County of
Atlantic and State of New Jersey, bounded and described as
follows:

BEGINNING at a point distant 552.00 feet East of the Easterly
line of Virginia Avenue (80 feet wide) and 868.00 feet South of
the Southerly line of Pacific Avenue (60 feet wide), when
measured at right angels to said avenues respectively, and
extending from said beginning point the following courses and
distances:

(1) South 27 degrees 28 minutes 00 seconds East parallel with
Virginia Avenue, a distance of 581.53 feet to the Inland or
Interior Line of Public Park; thence

(2) South 59 degrees 24 minutes 40 seconds West in and along
the Inland or Interior Line of Public Park, a distance of 17.03
feet; thence

(3) North 27 degrees 28 minutes 00 seconds West parallel with
Virginia Avenue, a distance of 582.45 feet; thence

(4) North 62 degrees 32 minutes 00 seconds East parallel with
Pacific Avenue, a distance of 17.00 feet to the POINT AND PLACE
OF BEGINNING.

PARCEL D

DESCRIPTION FOR THE EASEMENT FOR THAT PORTION OF THE FIFTY-FOOT
WIDE SERVICE ROAD LYING WITXIN THE SHOWBOAT LANDS OVER A PORTION
OF LOT 140, BLOCK 13 ON THE OFFICIAL TAX MAP OF ATLANTIC CITY.

ALL that certain lot, tract or parcel of land and premises
situate, lying and being in the City of Atlantic City, County of
Atlantic and State of New Jersey, bounded and described as

Continued next page

SCHEDULE A CONTINUED

follows:

BEGINNING at a point distant 577.00 feet East of the Easterly
line of Virginia Avenue (80 feet wide) and 80.00 feet South of
the Southerly line of Pacific Avenue (60 feet wide), and
extending from said beginning point the following courses and
distances:

(1) South 27 degrees 28 minutes 00 seconds East parallel with
Virginia Avenue, a distance of 6.00 feet; thence

(2) South 07 degrees 48 minutes 46 seconds East, a distance of
74.33 feet; thence

(3) North 27 degrees 28 minutes 00 seconds West parallel with
Virginia Avenue, a distance of 76.00 feet; thence

(4) North 62 degrees 32 minutes 00 seconds East parallel with
Pacific Avenue, a distance of 25.00 feet to the POINT AND PLACE
OF BEGINNING.

NOTE: All references herein to Lot and Block designations are
to be used for informational purposes only and are not to be
interpreted as being part of the description.

BEING KNOWN AS Lot in Block as shownon the tax
map of the CITY of ATLANTIC CITY.

EXHIBIT 3.1
PERMITTED EXCEPTIONS

1. LANDLORDS WAIVER: between Resorts International Inc. and
Maryland National Leasing Corporation dated September 18,
1986 recorded December 30, 1986 in Deed Book 4372 page 282.

2. AGREEMENT AS TO ASSUMPTION OF OBLIGATIONS WITH RESPECT TO
PROPERTIES: between Atlantic City Showboat Inc., a New
Jersey Corporation, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Associates Limited
Partnership, a New Jersey Limited Partnership, ▇▇▇▇▇ ▇▇▇
Mahal Realty Corp., a New Jersey Corporation, and Resorts
International Inc., a Delaware Corporation dated September
21, 1988 and recorded November 17, 1988 in Deed Book 4795
page 243 and as amended by First Amendment recorded in Deed
Book 4966 page 181.

3. AGREEMENT AS TO ASSUMPTION OF OBLIGATIONS WITH RESPECT TO
PROPERTIES: Between Atlantic City Showboat, Inc., a New
Jersey Corporation, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Associates Limited
Partnership, a New Jersey Limited Partnership, ▇▇▇▇▇ ▇▇▇
Mahal Realty Corp., a New Jersey Corporation, and Resorts
International Inc. a Delaware Corporation dated September
21, 1988 recorded March 14, 1989 in Deed book 4863 page 5.

4. Restrictions, covenants, agreements, and easements
contained in Deed Book 2436 page 110; Misc. Book 12 page
242; and Misc. Book 12 page 377.

5. Restrictions, covenants, agreements and easements,
contained in Deed Book 3978 page 219, Certification in Deed
Book 4524 page 192 as modified in Deed Book 4646 page 166
and in Deed Book 3846 page 199 as amended by Correction and
Confirmatory Deed in Deed Book 4636 page 218, and Deed Book
4016 page 70.

6. Rights granted to the Atlantic City Electric Company in
Deed Book 1991 page 100.

7. Rights of the Federal Government to take, without
compensation, any land now or formerly flowed by tidal
waters for the purpose of commerce and navigation and its
authority to regulate and control navigation and in that
connection to establish and change bulkhead and pierhead
lines.

8. Easement for Service Road over a portion of premises (Lot
140 Block 13) described as Parcel D on Exhibit A.

9. Estate and interest under the terms and provisions of lease
by Resorts International Inc. a Delaware Corporation to
Ocean Showboat Inc. a New Jersey Corporation Short Form
Lease dated October 26, 1983 recorded January 18, 1984 in
Deed Book 3878 page 1.

10. Taxes, charges and assessments.

11. Liability for additional assessment for tax in connection
with new construction pursuant to N.J.S.A. 54:4-63.1 ET
SEQ.

12. Water charges, if any, affecting the premises in question.

13. Rights or claims of parties in possession not shown by the
public records, limited, however, to the Lease.

14. Encroachments, overlaps, boundary line disputes, or other
matters which would be disclosed by an accurate survey and
inspection of the Property.

15. Any liens, or right to a lien, for services, labor, or
material heretofore or hereafter furnished, imposed by law
and not shown by the public record, except such liens
attributable to Seller.

16. Terms and conditions contained in Riparian Grants from the
State of New Jersey to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, recorded March 28,
1882 in Deed Book 88, page 80 and to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
recorded August 11, 1899 in Deed Book 233, page 417
provided, however, the Title Company insures that the
grantees in the Riparian Grants were the upland owners at
the time said Grants were given.

DECLARATION OF COMMENCEMENT DATE OF LEASE: by Resorts
International Inc. a Delaware Corporation and Ocean Showboat
Inc. a New Jersey Corporation dated December 15, 1983 recorded
May 1, 1984 in Deed Book 3911 page 63.

ASSIGNMENT AND ASSUMPTION OF LEASE: by Ocean Showboat Inc. a
New Jersey Corporation to Atlantic City Showboat, Inc. a New
Jersey Corporation dated December 3, 1984 recorded December 24,
1984 in Deed Book 4004 page 310.

FIRST AMENDMENT TO LEASE: between Resorts International Inc. a
Delaware Corporation and Atlantic City Showboat Inc. a New
Jersey Corporation dated January 15, 1985 recorded August 16,
1985 in Deed Book 4107 page 141.

SECOND AMENDMENT TO LEASE: between Resorts International Inc. a
Delaware Corporation and Atlantic City Showboat Inc. a New
Jersey Corporation dated July 5, 1985 recorded November 25, 1985
in Deed Book 4158, page 221.

THIRD AMENDMENT TO LEASE: between Resorts International Inc. a
Delaware Corporation and Atlantic City Showboat Inc. a New
Jersey Corporation dated October 28, 1985 recorded November 25,
1985 in Deed Book 4158, page 227.

RESTATED THIRD AMENDMENT TO LEASE: between Resorts
International Inc. a Delaware Corporation and Atlantic City
Showboat, Inc. a New Jersey Corporation dated October 28, 1985
recorded February 20, 1987 in Deed Book 4406 page 17.

FOURTH AMENDMENT TO LEASE: between Resorts International Inc. a
Delaware Corporation and Atlantic City Showboat Inc. a New
Jersey Corporation dated December 16, 1986 recorded February 20,
1987 in Deed Book 4406, page 37.

FIFTH AMENDMENT TO LEASE: between Resorts International Inc. a
Delaware Corporation and Atlantic City Showboat Inc. a New
Jersey Corporation dated March 2, 1987 recorded March 23,1987 in
Deed Book 4421 page 10.

SIXTH AMENDMENT TO LEASE: between Resorts International Inc. a
Delaware Corporation and Atlantic City Showboat, Inc. a New
Jersey Corporation dated March 13, 1987 recorded March 23, 1987
in Deed Book 4421 page 17.

SEVENTH AMENDMENT TO LEASE: between Resorts International Inc.
a Delaware Corporation and Atlantic City Showboat, Inc. a New
Jersey Corporation date October 18, 1988 recorded December 19,
1988 in Deed Book 4814 page 231.

EIGHTH AMENDMENT TO LEASE: between Resorts International Inc.,
a Delaware Corporation and Atlantic City Showboat, Inc. a New
Jersey Corporation dated May 18, 1993 recorded May 18, 1993 in
Deed Book 5500, page 284.

EXHIBIT 4.2(B)
ASSIGNMENT AND ASSUMPTION OF LEASE

Prepared by:

/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇

ASSIGNMENT AND ASSUMPTION OF LEASE

THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is made
this 27th day of January, 1998 by and between SUN INTERNATIONAL
NORTH AMERICA, INC., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ("Assignor"), SHOWBOAT LAND LLC, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignee") and
ATLANTIC CITY SHOWBOAT, INC. ("Lessee").

BACKGROUND

A. Assignor conveyed to Assignee that certain real
property located on The Boardwalk in the City of Atlantic City,
being designated as Lot 140 in Block 13 on the current Atlantic
City Tax Map and more particularly described on Exhibit A
attached hereto and made a part hereof (the "Property"), subject
to that certain Lease Agreement dated October 26, 1983, by and
between Resorts International, Inc., as landlord, and Atlantic
City Showboat, Inc., as lessee. Thereafter, the said lease was
amended by the parties thereto by the First Amendment to Lease
Agreement dated January 15, 1985, the Second Amendment to Lease
Agreement dated July 5, 1985, the Third Amendment to Lease
Agreement dated October 28, 1985, the Restated Third Amendment to
Lease Agreement dated August 28, 1986, the Fourth Amendment to
Lease Agreement dated December 16, 1986, the Fifth Amendment to
Lease Agreement dated March 2, 1987, the Sixth Amendment to Lease
Agreement dated March 13, 1987, the Seventh Amendment to Lease
Agreement dated October 18, 1988 and the Eighth Amendment to
Lease Agreement dated May 18, 1993 (collectively, the "Lease").

B. In connection with said conveyance, Assignor desires to
assign to Assignee all of Assignor's right, title and interest
in, to and under the lease, and Assignee desires to assume the
obligations of Assignor thereunder.

NOW, THEREFORE, in consideration of the mutual agreements
herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignee hereby agree as follows:

1. ASSIGNMENT OF LEASE. Assignor hereby grants, sells,
assigns, transfers and sets over to Assignee, all of Assignor's
right, title and interest in and to the Lease.

2. ASSIGNMENT OF RENTS AND SECURITY DEPOSIT. Assignor
hereby unconditionally grants, sells, assigns, transfers and sets
over to Assignee all rents, royalties, issues, revenues, income
and profits due and payable from and after the date hereof under
the terms of the Lease. Assignee acknowledges that no security
deposit exists under the Lease and agrees that no security is
assigned hereunder.

3. ASSUMPTION OF LEASES. In consideration of the
foregoing assignments, Assignee hereby accepts said assignment
and assumes and agrees to keep and perform, any and all of
Assignor's obligations under the Lease to be performed or paid on
and after the date hereof and agrees to be bound by the terms,
covenants and conditions of the Lease. Assignee agrees to
indemnify and hold Assignor harmless from and against any loss,
damage, liability, cost and expense suffered or incurred by
Assignor, including, without limitation, reasonable attorneys'
fees and expenses, by reason of the failure of Assignee

to perform, keep or pay any of its obligations under the Lease or
any claims related to the Property arising or accruing after the
date hereof.

4. ASSIGNOR'S REPRESENTATIONS. Assignor represents and
warrants to Assignee that the Lease is assigned to Assignor, free
and clear of all liens, encumbrances and rights of others. and
any rights thereunder have not been assigned by Assignor. This
Assignment is otherwise made without representation or warranty
of any kind by Assignor.

5. RELEASE.

(a) ASSIGNEE'S RELEASE. Assignee hereby releases
Assignor, its directors, officers, agents, representatives,
control persons and affiliates (including, without limitation,
Sun International Hotels Limited) and the directors, officers,
agents and representatives of such control persons and affiliates
(each, a "Released Person") from all actions, causes of action,
suits, proceedings, debts, sums of money, liens, accounts,
reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses,
damages, judgments, extents, liabilities, obligations,
executions, claims and demands whatsoever, in law, admiralty or
equity or otherwise, which against any of the Released Persons,
Assignee, its directors, officers, agents, representatives,
members, control persons and affiliates of Assignee, and the
directors, officers, agents and representatives of such members,
control persons and affiliates, ever had, now have or hereafter
can, shall or may, have for, upon, or by reason of any matter,
cause or thing whatsoever pursuant to the Lease from the
beginning of the world to the end of time.

(b) ATLANTIC CITY SHOWBOAT, INC.'S RELEASE. Atlantic
City Showboat, Inc. hereby releases Assignor, its directors,
officers, agents, representatives, control persons and affiliates
(including, without limitation, Sun International Hotels Limited)
and the directors, officers, agents and representatives of such
control persons and affiliates (each, a "Released Person") from
all actions, causes of action, suits, proceedings, debts, sums of
money, liens, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, liabilities,
obligations, executions, claims and demands whatsoever, in law,
admiralty or equity or otherwise, which against any of the
Released Persons, Atlantic City Showboat, Inc., its directors,
officers, agents, representatives, members, control persons and
affiliates of Atlantic City Showboat, Inc., and the directors,
officers, agents and representatives of such members, control
persons and affiliates, ever had, now have or hereafter can,
shall or may, have for, upon, or by reason of any matter, cause
or thing whatsoever pursuant to the Lease from the beginning of
the world to the end of time.

(c) ASSIGNOR'S RELEASE. Assignor hereby releases
Assignee and Atlantic City Showboat, Inc., its directors,
officers, agents, representatives, control persons and affiliates
(including, without limitation, Showboat, Inc. and Atlantic City
Showboat, Inc.) and the directors, officers, agents and
representatives of such control persons and affiliates (each, a
"Released Person") from all actions, causes of action, suits,
proceedings, debts, sums of money, liens, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments,
extents, liabilities, obligations, executions, claims and demands
whatsoever, in law, admiralty or equity or otherwise, which
against any of the Released Persons, Assignor, its directors,
officers, agents, representatives, members, control persons and
affiliates of Assignor, and the directors, officers, agents and
representatives of such members, control persons and affiliates,
ever had, now have or hereafter can, shall or may, have for,
upon, or by reason of any matter, cause or thing whatsoever
pursuant to the Lease

from the beginning of the world to the end of time; PROVIDED,
HOWEVER, this release shall not apply to any claims or causes of
action asserted against Assignor by persons or entities
unaffiliated with Assignor arising out of the use and/or
occupancy of the Property by the Lessee under the Lease.

Nothing contained in this Paragraph 5 is intended to release
or modify the obligations of ▇▇▇▇▇ ▇▇▇ Mahal Realty Corp. and
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Associates Limited Partner (together, "Trump")
under that certain agreement as to Assumption of Obligations with
Respect to Property between Atlantic City Showboat, Inc. and
▇▇▇▇▇ dated September 21, 1988, as amended.

6. MISCELLANEOUS. This Assignment shall run with the land
and be binding upon the parties hereto and each of their
respective successors and assigns. This Assignment shall be
governed by the laws of the State of New Jersey.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed the day and year first written above.

WITNESS/ATTEST: ASSIGNOR:

SUN INTERNATIONAL NORTH AMERICA, INC.

/S/ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, Executive Vice
President-Finance & CFO

STATE OF FLORIDA :
: ss
COUNTY OF Broward :

BE IT REMEMBERED, that on this 27th day of January, 1998,
before me, the subscriber, a Notary Public of Florida (State),
personally appeared ▇▇▇▇ ▇▇▇▇▇▇▇, Executive Vice-President-Finance
& CFO of Sun International North America, Inc., who, I am satisfied,
is the person who signed, sealed and delivered the same as such
officer aforesaid, and that the within instrument is the
voluntary act and deed of such corporation.

/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

WITNESS/ATTEST: ASSIGNEE:
SHOWBOAT LAND LLC
By: Showboat Operating Company,
a member

/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ R. ▇▇▇▇▇ ▇▇▇▇
R. ▇▇▇▇▇ ▇▇▇▇
Executive Vice-President
Chief Financial Officer

STATE OF NEW JERSEY :
: ss
COUNTY OF ATLANTIC :

BE IT REMEMBERED, that on this 27th day of January, 1998,
before me, the subscriber, a Notary Public of New Jersey
(State), personally appeared R. ▇▇▇▇▇ ▇▇▇▇, Executive Vice
President and Chief Financial Officer of Showboat Operating
Company, a member of Showboat Land LLC, who, I am satisfied, is
the person who signed, sealed and delivered the same as such
officer aforesaid, and that the within instrument is the
voluntary act and deed of such limited liability company.

/s/ ▇▇▇▇▇▇▇▇ ▇. Park

▇▇▇▇▇▇▇▇ ▇. PARK
A Notary Public of New Jersey
My Commission Expires March 16, 1998

LESSEE:
ATLANTIC CITY SHOWBOAT, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
and CEO

STATE OF NEW JERSEY :
: ss
COUNTY OF ATLANTIC :

BE IT REMEMBERED, that on this 27 day of January, 1998,
before me, the subscriber, a Notary Public of New Jersey
(State), personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President and CEO
of Atlantic City Showboat, Inc., who, I am satisfied, is the
person who signed, sealed and delivered the same as such officer
aforesaid, and that the within instrument is the voluntary act
and deed of such limited liability company.

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Sept. 19, 1999

EXHIBIT 4 2(C)
AFFIDAVIT OF TITLE

AFFIDAVIT OF TITLE

STATE OF FLORIDA :
: ss
COUNTY OF BROWARD :

The undersigned says under oath:

1. AUTHORIZATION. I am the Executive Vice
President-Finance & Chief Financial Officer of Sun International
North America, Inc., a corporation of the State of Delaware (the
"Corporation") and am delivering the affidavit on behalf of the
Corporation. I am fully familiar with the business of the
corporation. I am at least 18 years old.

2. REPRESENTATIONS. The statements contained in this
affidavit are true to the best of my knowledge, information and
belief.

3. CORPORATE AUTHORITY. The corporation is the only
owner of property known as Block 13, Lot 140 on the Tax map of
the City of Atlantic City, and more particularly described in
▇▇▇▇▇▇▇ Title Guaranty Company Title Commitment No. 91118875
(the "Title Commitment"), hereinafter called "this property."

This action, and the making of this affidavit of title,
have been duly authorized by a proper resolution of the Board of
Directors of the Corporation. The Corporation is legally
authorized to transact business in New Jersey. It has paid all
state franchise taxes presently due. Its charter, franchise and
corporate powers have never been suspended or revoked. It is
not restrained from doing business nor has any legal action been
taken for that purpose.

4. APPROVAL BY SHAREHOLDERS. ( check one only)

[X] Shareholder approval is not required.
[ ] This is sale of all or substantially all of the
assets of the Corporation. The sale is not made
in the regular course of the business of the
Corporation. A copy of the authorization and
approval of the shareholders is attached.

5. OWNERSHIP AND POSSESSION. The Corporation has owned
this property since the dates recited in the Title Commitment.
Since then no one has questioned its right of ownership. The
property is in possession of Atlantic City Showboat, Inc. in
accordance with the lease agreement recited in the Title
Commitment.

6. LIENS OR ENCUMBRANCES. It has not allowed any
interests (legal rights) to be created which affects its
ownership or use of this property except for those recited in
the Title Commitment. The Corporation does not have any pending
lawsuits or judgments against it or other legal obligations
which may be enforced against this property. It does not owe
any disability, unemployment, corporate franchise, social
security, municipal or alcoholic beverage tax payments. No one
has any security interest in any personal property or fixtures
on this property except those recited in the Title Commitment.

7. EXCEPTIONS AND ADDITIONS. The following is a complete
list of exceptions and additions to the above statements.

a. Matters contained in the Title Commitment.

b. Rights, restrictions, conditions, agreements and
easements that appear of record.

c. Lawsuits arising in the course of operating the
business of the Corporation.

8. RELIANCE. The Corporation makes this affidavit in
order to induce ▇▇▇▇▇▇▇ Title Guaranty Company, Commonwealth
Land Title Insurance Company and Lawyers Title Insurance
Corporation (the "Title Companies") to issue a title policy to
Buyer. The Corporation is aware that the Title Companies will
rely on the statements made in this affidavit and on its
truthfulness.

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, Executive Vice
President-Finance & Chief
Financial Officer

Signed and sworn to before
me on January 26, 1998

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Notary Public NOTARY PUBLIC-STATE OF FLORIDA
MY COMMISSION EXPIRES 6/20/98
COMMISSION NUMBER CC385040

EXHIBIT 4.2(H)
ESTOPPEL CERTIFICATE OF LANDLORD (SELLER)

EXHIBIT 4.2(H)

LANDLORD ESTOPPEL CERTIFICATE

This LANDLORD ESTOPPEL CERTIFICATE (this "Certificate") is
made as of this 27TH day of JANUARY, 1998 by SUN INTERNATIONAL
NORTH AMERICA, INC., a Delaware corporation having an address at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Landlord"), to
ATLANTIC CITY SHOWBOAT, INC., a New Jersey corporation having an
address at ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
("Tenant") and SHOWBOAT LAND LLC. ("Purchaser").

W I T N E S S E T H

WHEREAS, Landlord (formerly known as Resorts International
Inc.) and Tenant entered into that certain Lease Agreement dated
October 26, 1983, as amended by the First Amendment to Lease
Agreement dated January 15, 1985, the Second Amendment to Lease
Agreement dated July 5, 1985, the Third Amendment to Lease
Agreement dated October 28, 1985, the Restated Third Amendment to
Lease Agreement dated August 28, 1986, the Fourth Amendment to
Lease Agreement dated December 16, 1986, the Fifth Amendment to
Lease Agreement dated March 2, 1987, the Sixth Amendment to Lease
Agreement dated March 13, 1987, the Seventh Amendment to Lease
Agreement dated October 18, 1988, and the Eighth Amendment to
Lease Agreement dated May 18, 1993, for real property designated
as ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (the
"Property"), (the Lease Agreement and all amendments thereto,
collectively, the "Lease");

WHEREAS, Landlord has offered to sell the Property to Tenant
in accordance with the Lease; and

WHEREAS, Tenant has accepted Landlord's offer; and

WHEREAS, Tenant has requested that Landlord sell the
Property to Purchaser, in lieu of selling the Property to Tenant
and, in connection therewith, that Landlord assign its rights
under the Lease to Purchaser, provided Purchaser assumes the
obligations under the Lease pursuant to the terms and conditions
of the Assignment and Assumption of Lease Agreement; and

WHEREAS, Landlord, as an accommodation to Tenant, has agreed
to sell the Property to Purchaser pursuant to the terms and
conditions of the Agreement of Purchase and Sale; and

WHEREAS, the Purchase Agreement (hereinafter defined), as a
condition of such sale, requires, among other things, this
Certificate be delivered by Landlord.

NOW, THEREFORE, in consideration of the premises, and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Landlord certifies to Purchaser
and Tenant as follows:

a. The Lease is in full force and effect and has not been
modified, supplemented or amended in any way except to
the extent set forth in the first recital hereof.

b. The Lease represents the only lease, agreement or
understanding between the Landlord and Tenant affecting
the Property or the use thereof, except for that
certain Agreement as to Assumption of Obligations With
Respect to Properties between Tenant and ▇▇▇▇▇ ▇▇▇
Mahal Realty Corp. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Associates
Limited Partnership dated September 21, 1988, as
amended (the "Assumption Agreement").

c. All monetary obligations of Tenant to Landlord have
been fully satisfied. To the knowledge of the
undersigned, all other conditions under the Lease to be
performed by Tenant have been fully satisfied, and as
of the date hereof, there are no existing defenses or
offsets which Landlord has against the enforcement of
the Lease by Tenant.

d. To the knowledge of the undersigned, (i) Tenant is not
in default under the Lease, and (ii) no event has
occurred, nor does any condition exist, which with
notice or the passage of time would constitute such a
default. Landlord is not in default under the Lease
and no event has occurred which, after lapse of time
and/or notice thereof to any person, would constitute a
default thereunder.

e. Landlord has no claim, action or lien against Tenant
for any maintenance costs or payments with respect to
the Common Areas.

f. There are no allowances presently due or to become due,
from Tenant to Landlord, on account of its improvements
or otherwise.

g. No Rent (as defined in the Lease) has been prepaid by
more than 30 days beyond the date hereof with respect
to the Lease.

h. Landlord has not assigned, hypothecated or pledged its
interest in the Lease or Rent payable under the Lease,
other than the pledge thereof by Landlord to The Bank
of New York, as Trustee, which pledge will be released
concurrently with the sale of the Property.

i. Landlord has not received any written notice of any
pending or threatened condemnation action with respect
to all or any portion of the Property, and to the best
of Landlord's knowledge, there are no existing
condemnation or other legal proceedings affecting the
Property by any governmental authority having
jurisdiction over or affecting all or any part of the
Property.

j. No permission, consent or approval by any third party
or, to the best of Landlord's knowledge, any
governmental authority is required to be obtained by in
order for Seller to consummate the transactions
contemplated hereby, except the consent or approval of
the New Jersey Casino Control Commission which may be
required to be obtained by Tenant and/or Purchaser.

k. Landlord has not received written notice that the
Property is in violation of any Environmental Laws (as
defined in the Purchase Agreement). Landlord has not
received written notice of a threatened or pending
Regulatory Action (as defined in the Purchase
Agreement) and has not received any notification that
it is or may be potentially responsible or liable for
clean-up, testing or other remedial activities at any
site including, without limitation, the Property.

l. To the best of Landlord's knowledge, there are no
actions, suits or proceedings pending or threatened
affecting the Property or any portion thereof.

m. Landlord hereby acknowledges that Tenant and Purchaser
may rely on the matters herein set forth, and
hereafter, Landlord may be estopped from denying the
veracity or accuracy of the matters herein set forth.

IN WITNESS WHEREOF, the undersigned has executed this
Agreement as of the date first set forth above.

SUN INTERNATIONAL NORTH AMERICA,
INC.

By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
Executive Vice-President-Finance &
Chief Financial Officer

STATE OF FLORIDA :
: SS
COUNTY OF BROWARD :

BE IT REMEMBERED, that on this 27th day of January , 1998,
before me, the subscriber, a Notary Public of Florida (State),
personally appeared ▇▇▇▇ ▇▇▇▇▇▇▇, Executive Vice-President-Finance
& Chief Financial Officer of Sun International North America, Inc.,
who, I am satisfied, is the person who signed, sealed and
delivered the same as such officer aforesaid, and that the
within instrument is the voluntary act and deed of such corporation.

/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

EXHIBIT 4.3(C)

TENANT ESTOPPEL CERTIFICATE

This TENANT ESTOPPEL CERTIFICATE (this "Certificate") is
made as of this 27TH day of JANUARY , 1998 by ATLANTIC CITY
SHOWBOAT, INC., a New Jersey corporation having an address at ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Tenant") to SUN
INTERNATIONAL NORTH AMERICA, INC., a Delaware corporation having
an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
("Landlord").

W I T N E S S E T H

WHEREAS, Landlord has offered to sell the Property to Tenant
in accordance with the Lease; and

WHEREAS, Tenant has accepted Landlord's offer; and

WHEREAS, Landlord, as an accommodation to Tenant, has agreed
to sell the Property to Purchaser pursuant to the terms and
conditions of the Agreement of Purchase and Sale; and

WHEREAS, Landlord, as a condition of such sale, requires,
among other things, this certificate be delivered by Tenant.

NOW, THEREFORE, in consideration of the premises, and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Tenant certifies to Purchaser
and Landlord as follows:

a. The Lease is in full force and effect and has not been
modified, supplemented or amended in any way except to
the extent set forth in the first recital hereof.

c. All conditions under the Lease to be performed by
Landlord have been fully satisfied, and as of the date
hereof, there are no existing defenses or offsets which
Tenant has against the enforcement of the Lease by
Landlord.

d. To the knowledge of the undersigned, (i) Landlord is
not in default under the Lease, and (ii) no event has
occurred, nor does any condition exist, which with
notice or the passage of time would constitute such a
default. Tenant is not default under the Lease and no
event has occurred which, after lapse of time and/or
notice thereof to any person, would constitute a
default thereunder.

e. Landlord has paid its share of all maintenance costs
and payments to the Common Areas, as defined in the
Lease, and Tenant has no claim, action or lien against
Landlord for any such maintenance costs or payments.

f. There are no allowances presently due or to become due,
from Landlord to Tenant, on account of its improvements
or otherwise.

g. No Rent (as defined in the Lease) has been prepaid by
more than 30 days beyond the date hereof with respect
to the Lease.

h. Tenant has no knowledge of any assignment,
hypothecation or pledge of the Lease or Rent payable
under the Lease, other than the pledge thereof by
Landlord to The Bank of New York, as Trustee, which
pledge will be released concurrently with the sale of
the Property and other than the pledge thereof by
Tenant to Fleet Bank, N.A. and IBJ ▇▇▇▇▇▇▇▇ Bank and
Trust Company, as trustee.

i. No portion of the Property has been sublet and Tenant
is the only occupant of the Property, except retail
store subleases between Tenant and third persons.

j. Tenant has not received any written notice of any
pending or threatened condemnation action with respect
to all or any portion of the Property, and to the best
of Tenant's knowledge, there are no existing
condemnation or other legal proceedings affecting the
Property by any governmental authority having
jurisdiction over or affecting all or any part of the
Property.

k. No permission, consent or approval by any third party
or, to the best of Tenant's knowledge, any governmental
authority is required to be obtained by Tenant in order
for Seller to consummate the transactions contemplated
hereby, except the consent or approval of the New
Jersey Casino Control Commission which may be required
to be obtained by Tenant and/or Purchaser.

l. There are no actions, suits or proceedings pending or,
to the best of Tenant's knowledge, threatened affecting
the Property or any portion thereof.

m. Tenant has not received written notice that the
Property is in violation of any Environmental Laws (as
defined in the Purchase Agreement). Tenant has no
knowledge of the release of Hazardous Substance (as
defined in the Purchase Agreement) on or from the
Property or to the Property from any adjacent property,
or any potential or known liability which has resulted
in or may result in a lien on the Property or which is
or may result in a violation of any Environmental Laws.
Tenant has not received written notice of a threatened
or pending Regulatory Action (as defined in the
Purchase Agreement) and has not received any
notification that it is or may be potentially
responsible or liable for clean-up, testing or other
remedial activities at any site including, without
limitation, the Property.

n. Tenant hereby acknowledges that Landlord and Purchaser
may rely on the matters herein set forth, and
hereafter, Tenant may be estopped from denying the
veracity or accuracy of the matters herein set forth.

IN WITNESS WHEREOF, the undersigned has executed this
Agreement as of the date first set forth above.

ATLANTIC CITY SHOWBOAT, INC.

By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President

STATE OF NEW JERSEY :
: SS
COUNTY OF ATLANTIC :

BE IT REMEMBERED, that on this 27TH day of January, 1998,
before me, the subscriber, a Notary Public of New Jersey (State),
personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President of Atlantic City
Showboat, Inc., who, I am satisfied, is the person who signed,
sealed and delivered the same as such officer aforesaid, and that
the within instrument is the voluntary act and deed of such
corporation.

/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

EXHIBIT 10.36 AGREEMENT OF PURCHASE AND SALE SUN INTERNATIONAL NORTH AMERICA, INC., SELLER

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