exv10w19xby



 





EXHIBIT
10.19(b)





SECOND AMENDMENT TO LEASE




 





AZTAR CORPORATION

BILTMORE FINANCIAL CENTER I




 





     THIS SECOND AMENDMENT TO LEASE (the “Second Amendment”) is made and entered for reference
purposes on March 7, 2001 with an effective date of February 15, 2001, by and between EAST
CAMELBACK ROAD. INC., a Florida corporation (“Landlord”), successor-in-interest by assignment and
assumption to SFERS Real Estate Corp. S Limited Partnership, an Arizona limited partnership
(“SFERS”), as landlord, and AZTAR CORPORATION, a Delaware corporation (“Tenant”), as tenant.



RECITALS




     A. This
Second Amendment is entered into in consideration of the mutual promises, covenants
and conditions set forth below, the receipt and sufficiency of which are hereby acknowledged by
the parties.



     B. SFERS and Tenant entered into that certain Lease and Exhibits A through C
thereto dated for reference purposes August 25, 1997, as amended by that certain First Amendment
to Lease dated for reference purposes May 26, 2000, (collectively, the “Lease”) pertaining to
Suite 400 consisting of approximately 13,058 rentable square feet (the “Premises”) in the office
building located at 2390 East Camelback Road in Phoenix, Arizona, commonly known as “Biltmore
Financial Center I” (the “Building”).



     C. Landlord is the current landlord and Tenant is the current tenant under the Lease.



     D. The parties desire to revise the Base Year of the Lease and make certain other amendments
to the Lease, subject to the terms set forth in the Lease, as amended herein.



     E. Capitalized terms used in this Second Amendment without definition shall have the meanings
given to such terms in the Lease.



AGREEMENTS




     1. Landlord’s Address. The “Landlord’s Address” set forth on the Reference Page of
the Lease is revised to delete the words “with a copy to: “Brier & Irish, P.L.C., 4201 North
24th Street, Phoenix, Arizona 85016, Attn: Robert N. Brier, Esq.”, and to replace them
with the words “with a copy to: Brier & Irish, P.L.C., 2400 East Arizona Biltmore Circle, Suite
1290, Phoenix, Arizona 85016, Attn: Robert N. Brier, Esq.”.




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     2. Base Year (Direct Expenses). The number “1998” in the section entitled “Base
Year (Direct Expenses)” set forth on the Reference Page of the Lease is deleted and replaced with
“2001”.



     3. Base Year (Taxes). The number “1998” in the section entitled “Base Year (Taxes)
set forth on the Reference Page of the Lease is deleted and replaced with “2001”.



     4. Lease Status. Tenant hereby represents and warrants to Landlord that there are no
offsets or credits against rentals. Further, Tenant agrees that there are no existing claims or
causes of action against Landlord arising out of the Lease nor are there any existing defenses
which Tenant has against the enforcement of the Lease by Landlord.



     5. Ratification. It is understood and agreed that the Lease is ratified, affirmed and
in full force and effect, and has not been modified, supplemented or amended in any way except as
herein provided. In the event of any inconsistency between the terms of the Lease and this Second
Amendment, the terms of this Second Amendment shall prevail. All references in the Lease to “this
Lease” shall be deemed references to the Lease as modified by this Second Amendment.



     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Second Amendment
as of the day and year first above written.



	 	 	 	 	 
	LANDLORD:  	EAST CAMELBACK ROAD, INC., a Florida
corporation
 	 
	 	By:  	/s/ Michael J. Krier
 	 
	 	 	Michael J. Krier 	 
	 	 	Its: Vice President 	 
	 
	 	 	Date: April  4, 2001 	 
	 



	 	 	 	 	 
	TENANT:  	AZTAR CORPORATION, a Delaware corporation

 	 
	 	By:  	/s/ Nelson W. Armstrong, Jr.
 	 
	 	 	Nelson W. Armstrong, Jr. 	 
	 	 	Its: Vice President Administration & Secretary 	 
	 
	 	 	Date: March 14,  2001 	 



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