Exhibit 10.54
[Pinnacle Entertainment
Letterhead]
August 12, 2004
Dennis G. Coleman, Executive
Director
St. Louis County Port Authority
121 S. Meramec
St. Louis, MO 63105
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Re:
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Lease and
Development Agreement dated August 12, 2004 (the
“Lease”) by and between St. Louis County Port
Authority (the “Authority”) and Pinnacle Entertainment,
Inc. (“Pinnacle”)
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Dear Dennis:
This letter will confirm our mutual
understandings and agreements regarding the Lease, which you and we
have executed and delivered today.
As all of us are aware, the
effective date of Ordinance No. 21,908 (the “County
Ordinance”) has been stayed as a result of the petition drive
to place the County Ordinance on the November election ballot. We
are pleased that both the Authority and the County Counselor share
our view that the County Ordinance is not properly referable to the
voters.
Quite apart from the County
Ordinance, the County Council adopted a parallel supporting
resolution which is not targeted in the referendum drive. Pinnacle
and the Authority are in complete agreement that these resolutions
are perfectly adequate to implement the regulatory mechanisms
provided for under Missouri law for municipal and county input to
the Commission as it makes its determination regarding licensure.
St. Louis County voters approved licensed casino gaming more
than 10 years ago, and the residents of Lemay have repeatedly
demonstrated their overwhelming support for the Pinnacle Project.
For these reasons, we have agreed to jointly urge and work with the
County to challenge the referendum if the petition drive should
garner enough signatures for ballot certification. The Authority
and Pinnacle also agree to take reasonable cooperative legal
actions, as necessary, to assure that the Project proceeds as
quickly as is possible under the development schedule in the Lease
and to assure that the Lease remains in full force and legal
effect.
While we are confident that a
challenge of the referendum petition would be successful, and while
we do not intend to delay in proceeding under the Lease, there is
always the possibility that the referendum seeking to invalidate
the County Ordinance will be on the
Dennis G. Coleman, Executive
Director
August 12, 2004
Page 2
ballot and that the voters might
vote in favor of the referendum which could create challenges to
the completion of the Project. In that circumstance, the Authority
acknowledges that Pinnacle shall have the right but not the
obligation to pursue whatever legal action might be needed to
protect and complete the Pinnacle Project. Moreover, the Authority
further acknowledges that if there are challenges to the completion
of the Pinnacle Project arising from the referendum, Pinnacle shall
have the right, by delivery of written notice to th
