Exhibit 10.45
FIRST AMENDMENT
TO
AMENDED AND RESTATED LEASE AGREEMENT
THIS FIRST AMENDMENT (“First
Amendment”) to Amended and Restated Lease Agreement is made
and entered into by and between The Port Authority of Kansas City,
Missouri (the “Landlord”) and Hilton Hotels
Corporation, a Delaware Corporation (the “Tenant”) as
of the 31st day of October, 1995.
RECITALS
The following recitals are a
material part of this First Amendment:
a.
On or about the 21st day of August,
1995, Landlord and Tenant entered into that certain Amended and
Restated Lease Agreement (the “Lease”), a copy of the
recorded memorandum of which is attached hereto and by this
reference made a part hereof, as though fully set out
herein.
b.
The parties hereto have determined
that the Lease should be amended in part.
NOW, THEREFORE, for and in
consideration of the sum of Ten and No/100 Dollars ($10.00), to
each of them paid by the other, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which is
hereby acknowledged by each of them, the parties hereto do hereby
covenant and agree as follows:
1.
In Section 1.02.(b), the
initial word and number, “Twelve (12)” shall be
stricken and in lieu thereof are hereby substituted, “Ten
(10)”.
2.
In Section 2.11, after the
initial word, “Rent” the words, “and grant
payments”, are hereby added.
3.
In Section 2.14, at the end of
the existing text thereof, a new sentence stating, “Landlord
further acknowledges and understands that Tenant’s debt to
Landlord hereunder is unsecured.”, is hereby
added.
4.
In Section 4.01, the word,
“Tenant” in the fourth line thereof, shall be stricken
and in lieu thereof, the word, “Landlord” is hereby
substituted.
5.
In Section 16.03, beginning in
the tenth line of the indented paragraph thereof, the words,
“on the earliest redemption date to occur after termination
of this Lease
