exv10w18xfy



 





Exhibit
10.18(f)




MEMORANDUM OF UNDERSTANDING




     THIS MEMORANDUM OF UNDERSTANDING (“Agreement”), is made on June 7, 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 those certain Memorandums of Understanding made effective
as of December 1, 2004, March 15, 2005, and May 12, 2005, respectively (the “MOUs,” 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 MOUs, 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 hundred sixty-five (165) 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 MOUs, 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 July 19, 2005, prior to the expiration of the
Original Term or at least one hundred sixty-five (165) 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 Agreement 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/ Neil Ciarfalia
 

Neil Ciarfalia
	 	 
	Title:

	 	President/GM
	 	 	 	Title:
	 	CFO, VP & Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	REDEVELOPMENT COMMISSION OF	 	 	 	 	 	 	 	 
	THE CITY OF EVANSVILLE, INDIANA	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]