Exhibit 10.51
FIRST AMENDMENT TO REDEVELOPMENT
AGREEMENT AND
FIRST AMENDMENT TO OPTION FOR
GROUND LEASE
THIS FIRST AMENDMENT TO
REDEVELOPMENT AGREEMENT AND FIRST AMENDMENT TO OPTION FOR GROUND
LEASE (“ Amendment ”) is made and entered into
effective this 23rd day of December, 2004, by and between LAND
CLEARANCE FOR REDEVELOPMENT AUTHORITY OF THE CITY OF ST. LOUIS
(hereinafter the “ LCRA ”), a public body
corporate and politic established pursuant to the Land Clearance
for Redevelopment Authority Law of the State of Missouri, for
itself and on behalf of the City of St. Louis, Missouri
(hereinafter the “ City ”), a political
subdivision of the State of Missouri, and PINNACLE ENTERTAINMENT,
INC., a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter the “ Redeveloper
”).
W
I T N
E S S E T H
:
WHEREAS , on April 22, 2004, LCRA and Redeveloper
entered into that certain Redevelopment Agreement (the “
Redevelopment Agreement ”) which governed the
development of certain real property described in
Exhibit A to the Redevelopment Agreement and referred
to as the “ Redevelopment Area ”; and
WHEREAS , LCRA and Redeveloper desire to extend the time
in which to obtain the preliminary site plan approval from the
Missouri Gaming Commission (hereafter “ MGC ”)
contemplated in Section 4.1.2(iv) of the Redevelopment
Agreement; and
WHEREAS , the LCRA and Redeveloper desire to clarify
their agreement regarding the preliminary site plan approval of the
MGC;
WHEREAS , LCRA and Redeveloper entered into that certain
Option for Ground Lease (the “ Option ”) for
certain real property bounded by Martin Luther King Drive, Carr
Street, First Street and Leonor K Sullivan Drive in the City of St.
Louis, Missouri (the “ Option Area ”);
and
WHEREAS , the Option permits the Redeveloper to exercise
the Option for Ground Lease for Non-Gaming Uses (as defined in the
Ground Lease and which definition is incorporated herein by
reference); and
WHEREAS , LCRA and the Redeveloper desire to amend the
Option to permit the Redeveloper to purchase the fee interest in
the Property in the event that Redeveloper elects to use the
Property for a mixed-use project that is substantially comprised of
residential units sold on an individual basis as a Non-Gaming Use
under the provisions provided herein; and
WHEREAS , LCRA is obligated under the Option to exercise
its power of eminent domain to attempt to acquire any property in
the Option Area not owned by the LCRA in order to lease or sell
such property to Redeveloper if Redeveloper exercises certain
rights under the Option; and
WHEREAS , the form of Ground Lease which is Exhibit B to
the Option sets forth the process for determining the Base Rent to
be paid by Redeveloper under the Ground Lease in the event that
Redeveloper exercises its rights under the Option and uses the
property in the Option Area for Non-Gaming Uses; and
WHEREAS , LCRA and the Redeveloper desire to amend the
form of Ground Lease to provide that the Base Rent for Non-Gaming
Uses shall be subject to adjustment based on the amount that the
LCRA may be required to pay for any property in the Option Area
under its exercise of eminent domain;
WHEREAS , upon a determination of Market Based Rent as
set forth herein and in the Option, the Redeveloper contemplates
entering into the Ground Lease immediately and redeveloping the
Option Area in accordance with the Redevelopment Agreement,
including obtaining all approvals of the City and other
governmental agencies having jurisdiction over the Option
Area.
NOW, THEREFORE
, in consideration of the foregoing
and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by the parties hereto, the
LCRA and Redeveloper agree as follows:
1. Extension .
Sections 4.1.1(viii) and 4.1.2(iv) of the Redevelopment
Agreement are each modified to substitute the date January 31,
2005 for December 31, 2004.
2. Preliminary Site Plan
Approval . The references to the preliminary site plan approval
by the MGC in the Redevelopment Agreement, shall mean the issuance
of findings of fact and conclusions of law by the MGC determining
that Redeveloper’s site plan appears to comply with Missouri
gaming law, and allowing Redeveloper to proceed to the next step of
the investigation process, subject to the review and approval by
MGC of the final design and licensure.
3. Amendment to Option
.
a. The first paragraph of the Option
following the “Witnesseth” clause shall be amended and
restated as follows:
“In consideration of the
option money hereinafter described, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Owner does hereby grant unto Optionee, the exclusive
right and option (the “Option”) to lease, under the
terms and conditions set forth in the Ground Lease attached hereto
as Exhibit B (the “ Ground Lease ”), up to
seven (7) acres of real estate located in the City of St.
Louis and further described in Exhibit A, attached hereto and
made a part hereof, together with all appurtenances thereto and
improvements thereon (the “ Property ”). In the
event that the Optionee elects to use the Property for a mixed-use
project that is substantially comprised of residential units sold
on an individual basis (the “ Residential Uses
”) as a Non-Gaming Use, the Optionee may elect to acquire fee
simple title to the Property from the Owner.”
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b. Section 3 is amended to add
the following new paragraph to the end of the section:
“If the Optionee elects to
acquire the Property for the Residential Uses in fee simple
interest as herein provided, the Optionee shall provide its written
notice of such election to the Owner (“Fee Option
Notice”) within the Option Term or the Renewal Term. Upon
receipt of the Fee Option Notice by Owner, the parties shall agree
to a closing date to be set not later than ninety (90) days
from the date of the Fee Option Notice. The purchase price for the
fee simple interest in the Property shall be determined in
accordance with the Appraisal Procedure in Section 3.5 of the
Ground Lease for determining the fair market value of the Property
for Non-Gaming Uses except that such provisions shall be applied as
closely as possible to a fee valuation rather than a leasehold
valuation as therein stated. Optionee shall acquire a marketable
fee simple interest title in the Property in accordance with
Section 5.2 of this Option.”
c. Section 5.2 is amended to
add the following to the end thereof:
“In the event that Optionee
has elected to acquire fee simple interest in the Property for
Residential Uses, then Owner shall convey marketable fee simple
interest to Optionee by Special Warranty Deed which title shall be
insured by a title insurance policy insuring such title subject
only to such encumbrances and exceptions as are reasonably
acceptable to Optionee. All taxes, fees, costs and expense items
related to the Property shall be prorated between the parties as of
the closing date and in the customary manner of the St. Louis City
area
