THIRD AMENDMENT TO LEASE AGREEMENT
Exhibit
10.18(g)
THIRD AMENDMENT TO LEASE AGREEMENT
THIS
THIRD AMENDMENT TO LEASE AGREEMENT (“Third Amendment”),
is made on July 19, 2005,
and effective as of December 1, 2005, by and among the City of Evansville, Indiana (the “City”)
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 (“Tenant”), and
Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware
(“Guarantor”).
RECITALS
A. The Commission, Tenant 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 those certain Memorandums of Understanding made effective
as of December 1, 2004, March 15, 2005, May 12, 2005, and June 7, 2005, respectively (the “MOUs,”
and collectively with the Original Lease, the First Amendment and the Second Amendment, the
“Lease”).
B. In furtherance of the objectives of the Act and the Downtown Redevelopment Plan, and in
order to induce Tenant to exercise its right and option to extend the term of the Lease for an
additional term of five years from December 1, 2005 to November 30, 2010 (the “First Extended
Term”), the Commission and Tenant desire to amend the Lease.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged,
the Commission, Tenant 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. Grant of Options for Additional Extended Terms. Section 2.03 of the Original Lease
is hereby amended in its entirety to read as follows:
“Section 2.03. The Extended Term(s). If Tenant shall comply with each of the terms,
provisions and conditions of this Lease so that at the end of the First Extended Term
there is no uncured Event of Default of Tenant hereunder, Tenant shall have the right and
option to extend the term of this Lease for an additional extended term of five (5) years
(the “Second Extended Term”). If Tenant shall comply with each of the terms, provisions
and commitments of this Lease so that at the end of the Second Extended Term there is no
uncured event of default of Tenant hereunder, Tenant shall have the right and option to
extend the term of this Lease for an additional term of five
(5) years (the “Third
Extended Term”).
Tenant shall have the right and option to extend the term of this Lease for four (4)
additional terms of five (5) years each following the Third Extended Term, provided that
there is no uncured event of default of Tenant hereunder at the end of the Third Extended
Term and at end of each succeeding extended term. The Second Extended Term, the Third
Extended Term and any succeeding extended term may be referred to hereinafter as the
“Extended Term” or “Extended Terms”.”
2. Rent Schedule. Section 4.01 of the Lease is hereby amended in its entirety to read
as follows:
“Section 4.01. Rent Schedule. Tenant hereby agrees to pay Rental to City for each year of
the Demised Term as set forth in Schedule 4.01 attached hereto (the “Rent Schedule”),
which shall include a percentage of the Adjusted Gross Receipts (“AGR”) as defined in the
Gambling Law (the “Percentage Rent”).”
3. Use of Term “Lease Year”. Section 4.02 of the Lease is hereby amended in its
entirety to read as follows:
“Section 4.02. Use of the Term “Lease Year”. Throughout the Demised Term, the use of the
term “Year” or “Lease Year” in this Lease shall refer to a period commencing December 1
and terminating as of November 30 of the subsequent calendar year. For purposes of this
Lease, the term “month” shall be determined in reference to Tenant’s fiscal year, as set
forth on Schedule 4.02 attached hereto (the “Fiscal Year Schedule”), and shall not mean a
calendar month.”
4. Lease in Full Force and Effect. Except as expressly amended by this Third
Amendment, the Lease shall remain unchanged and in full force and effect, as amended herein.
5. Affirmation of Guaranty. Guarantor hereby unconditionally guarantees and promises
to perform and reaffirms its obligations under the Lease, as amended by this Third Amendment, and
acknowledges that the Guaranty secures the obligations of Tenant set
forth in this Third Amendment.
6. Third Party Approvals. This Amendment is subject to approval by any lender to
Tenant or to Guarantor and by the Indiana Gaming Commission, if required.
7. Authorization. The Parties respectively represent to one another that the
execution, delivery and performance of this Third Amendment have been duly authorized and this
Amendment constitutes the legally binding obligation of the respective Parties.
8. Definitions. All of the capitalized terms used herein, but not defined in this
Third Amendment, shall have the meaning set forth in the Project Agreement and the Lease.
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IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to
execute this Third Amendment as of the day and year first above written.
| AZTAR INDIANA GAMING | AZTAR CORPORATION | |||||||||
| COMPANY, LLC | ||||||||||
By: Printed Name: |
/s/ Xxxxx X. Xxxxx
|
By: Printed Name: |
/s/ Xxxx Xxxxxxxxx
|
|||||||
Title:
|
President/GM | Title: | CFO, VP & Treasurer | |||||||
| REDEVELOPMENT COMMISSION OF | ||||||||||
| THE CITY OF EVANSVILLE, INDIANA | ||||||||||
| /s/ [ILLEGIBLE] | ||||||||||
| /s/ [ILLEGIBLE] | ||||||||||
| /s/ [ILLEGIBLE] | ||||||||||
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