exv10w18xcy



 





Exhibit
10.18(c)





MEMORANDUM OF UNDERSTANDING




     THIS
MEMORANDUM OF UNDERSTANDING (“Agreement”), is made on
December 21, 2004, and
effective as of December 1, 2004, 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”), and as further amended by that certain Second Amendment to Lease Agreement
dated August 27, 2003 (the “Second Amendment,” and collectively with the Original Lease
and the First Amendment, the “Lease”).



     B. Section 2.04 of the Original Lease 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 one (1) year 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 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 at least two hundred seventy
(270) days prior to the expiration of the Original Term or 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 at least
two hundred seventy (270) days 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/ James L. Brown
 

James L. Brown
	 	 
	 	By:

Printed:
	 	/s/ Robert Haddock
 

Robert Haddock
	 	 
	Title:

	 	Pres./GM
	 	 	 	Title:
	 	Pres./CFO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	REDEVELOPMENT COMMISSION OF 	 	 	 	 	 	 	 	 
	THE CITY OF EVANSVILLE, INDIANA	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
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