MEMORANDUM OF UNDERSTANDING
Exhibit
10.18(d)
THIS MEMORANDUM OF UNDERSTANDING (“Agreement”), is made on March 15, 2005, by and among the
City of Evansville, Indiana acting by and through the Redevelopment Commission of the City of
Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana
Gaming Company, LLC, a limited liability company, organized and existing under the laws of the
State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing
under the laws of the State of Delaware (“Guarantor”).
RECITALS
A. The Commission, Aztar Indiana and Guarantor are the parties in interest to that certain
Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an
Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), as further
amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second
Amendment”), and as further amended by that certain Memorandum of Understanding made effective as
of December 1, 2004 (the “MOU,” and collectively with the Original Lease, the First Amendment and
the Second Amendment, the “Lease”).
B. Section 2.04 of the Original Lease, as amended by the MOU, provides that options in favor
of the Tenant to extend the terms of the Lease shall be deemed to be automatically exercised
unless Tenant shall give City notice of the relinquishment of such option and all succeeding
options at least two hundred seventy (270) days prior to the expiration of the Original Term or
prior Extended Term, as the case may be.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged,
the Commission, Aztar Indiana and the Guarantor agree to amend the Lease as follows. Capitalized
terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.
1. Exercise of Option to Extend. Section 2.04 of the Original Lease, as amended by
the MOU, is hereby amended in its entirety to read as follows:
“Section 2.04. Exercise of Option to Extend. The options to extend the term of this Lease
shall be deemed to be automatically exercised unless Tenant shall give City notice of the
relinquishment of such option and all succeeding options in the manner hereinafter
specified for notices not later than May 16, 2005, prior to the expiration of the Original
Term or at least two hundred thirty-five days (235) days prior to the expiration of the
prior Extended Term, as the case may be. The failure of Tenant to give such notice within
the time limited shall cause such option to be automatically exercised and this Lease
shall continue in full force and effect for the succeeding Extended Term. The giving of
notice of the relinquishment of an option to extend the term within the specified time
periods
prior to the expiration of the preceding term shall cause such Extended
Term and any succeeding Extended Terms to lapse and become null and void and of no
further force or effect, and this Lease and all rights of Tenant hereunder shall
expire and terminate as of the end of the Original Term or Extended Term, as the case
may be.”
2. Confirmation. The Lease, to the extent not inconsistent with the terms hereof,
is hereby confirmed.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to
execute this Second Amendment as of the day and year first above written.
| AZTAR INDIANA GAMING | AZTAR CORPORATION | |||||||||
| COMPANY, LLC | ||||||||||
By: Printed: |
/s/ Xxxxx X. Xxxxx
|
By: Printed: |
/s/ [ILLEGIBLE]
|
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Title:
|
President/GM | Title: | VP & TREASURER | |||||||
| REDEVELOPMENT COMMISSION OF | ||||||||||
| THE CITY OF EVANSVILLE, INDIANA | ||||||||||
| [ILLEGIBLE] | ||||||||||
| [ILLEGIBLE] | ||||||||||
| [ILLEGIBLE] | ||||||||||
| [ILLEGIBLE] | ||||||||||
