Hilton Flamingo Casino Kansas City Missouri

Exhibit 10.44

ASSIGNMENTAND ASSUMPTION AGREEMENT
(Lease Agreement)

Casino: Flamingo Hilton Casino City: Kansas City, MO Denomination: $10 Design side: Flamingo Head in Diamond, rotated 45 degrees right - Variation 2 Logo side: Flamingo Hilton Logo Edge: Smooth Series: Limited Edition Collector's.999: Design & Logo rim,.999 Fine Silver Mint Mark: GDC Mint: Green Duck Corporation Mintage:? Hilton’s entry in the Kansas City, Mo., gambling market, the Flamingo Casino riverboat and dockside complex, is one of the largest floating casinos in the country. A look at the scandal-ridden.

THIS ASSIGNMENT ANDASSUMPTION AGREEMENT is made and entered into this 6thday of June, 2000, by and among (i) HILTON HOTELS CORPORATION, aDelaware corporation, and FLAMINGO HILTON RIVERBOAT CASINO, L.P., a Missourilimited partnership and assignee by assignment from Hilton Hotels Corporation(collectively, “Assignor”), (ii) ISLE OF CAPRI CASINOS, INC., a Delawarecorporation (“Assignee”), and (iii) IOC-KANSAS CITY, INC., a Missouricorporation and affiliate of Assignee (“Operating Assignee”).

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Recitals

A. The Port Authority of Kansas City, Missouri (the “Port Authority”) and Hilton Hotels Corporation (“HHC”)are parties to an Amended and Restated Lease Agreement dated asofAugust 21, 1995, as thereafter amended(the “Lease”), a true, correct and complete copy of which is attached asSchedule A hereto.

B. The interest of HHC under the Lease Agreement was assigned (i) pursuant to that certain Lessee’sAssignment and Assumption Agreement dated August 9, 1996 by and between HHC andHilton Kansas City Corporation, a Missouri corporation (“HKCC”), whereby HHC transferred all its right, title, and interest in and tothe Lease to HKCC; and (ii) pursuant to that certain Blanket Conveyance, Bill ofSale, and Assignment and Assumption Agreement dated August 9, 1996 by andbetween HKCC and Flamingo Hilton Riverboat Casino, L.P. (“Flamingo Hilton”), whereby HKCC transferred all its right, title, andinterest in and to the Lease to Flamingo Hilton.

C. Assignor now desires to assign and transfer all right,title and interest in the Lease to Assignee, while remaining liable for any andall liabilities and obligationspreviously accrued or hereafteraccruing pursuant to the Lease.

D. Assignee desires to accept such assignment, and thereafterto assign and transfer to Operating Assignee all right, title and interest inthe Lease held by Assignee

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Agreement

NOW, THEREFORE, inconsideration of the above premises, the mutual covenants and agreements statedherein and stated in the Asset Sale Agreement dated as of February 8, 2000, byand among Assignor, as sellers, and Assignee and Operating Assignee, as purchasers (the “Asset Sale Agreement”), as well as other good and valuableconsideration, the receipt ofwhich is hereby acknowledged,the parties hereto agree as follows:

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1. Assignment. Effective upon (a) the consummation ofthe transactions contemplated by the Asset Sale Agreement, (b) the execution ofthe Consent (as defined below), and (c) the issuance of a license by theMissouri Gaming Commission to Operating Assignee to conduct gaming operationson the property which is subject to the Lease (collectively, the “Closing”),Assignor does hereby irrevocably assign, transfer, sell, deliver and conveyunto Assignee, its successors and assigns, all of Assignor’s right, title andinterest in and to the Lease,