Exhibit 10.46
SECOND AMENDMENT TO AMENDED AND
RESTATED LEASE AGREEMENT
This Second Amendment (“Second
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 10 day of June, 1996.
RECITALS:
A.
Landlord and Tenant are parties to
that certain Amended and Restated Lease Agreement dated as of
August 21, 1995, as amended by that First Amendment to Amended
and Restated Lease Agreement dated as of October 31, 1995
(collectively, 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.
In order to comply with certain
regulatory requirements relating to the licensing of the gaming
facilities to be operated by Tenant as provided in the Lease, the
parties mutually desire to amend the Lease in part.
NOW, THEREFORE, for and in
consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties hereby covenant and
agree as follows:
1.
Modifications to Lease
. The Lease is hereby amended and
modified to provide that (i) the “Riverboat Gaming
Facility”, as such term is defined in the Lease, together
with its contents and including trade fixtures and personalty and
(ii) the Site Improvements, as such term is defined in the
Lease, shall, until termination of the Lease, be the absolute
property of Tenant. Without limiting the generality of the
foregoing, the Lease is hereby specifically amended and modified as
follows:
(a)
The first paragraph of
Section 1.01 of the Lease is hereby amended and modified in
its entirety as follows:
Section 1.01. DEMISE .
Landlord hereby subleases to Tenant and Tenant hereby leases from
Landlord, the real property described in Exhibit B attached
hereto (the “Demised Premises”), specifically
excluding, however, all buildings and improvements to be
constructed in accordance with the Development Agreement
(“Site Improvements”). and the Riverboat Gaming
Facility, which shall be
