Exhibit 10.55
Second Amendment to Lease and
Development Agreement
Between
St. Louis County Port Authority
And
Pinnacle Entertainment, Inc.
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APPROVAL
(Please Initial)
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10/28/05
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President or
COO ¨
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Date
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General
Counsel ¨
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Date
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10/28/05
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Financial
Officer ¨
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Date
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10/27/05
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Division
Director ¨
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Date
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10/11/05
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05-PORT-18
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Board
Approved:
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Date
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Resolution #
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20-3020-R
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300-15
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Fund/Org
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Account
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SECOND AMENDMENT TO LEASE AND DEVELOPMENT
AGREEMENT
This SECOND AMENDMENT TO LEASE AND
DEVELOPMENT AGREEMENT (“Amendment”) is made and entered
into this 7th day of October, 2005 by and between the ST. LOUIS
COUNTY PORT AUTHORITY, a public body corporate and politic of the
State of Missouri (“Landlord”) and PINNACLE
ENTERTAINMENT, INC., a Delaware corporation
(“Tenant”).
RECITALS
A. Landlord and Tenant entered into
a Lease and Development Agreement dated as of August 12, 2004
as amended pursuant to the letter agreement between the Landlord
and the Tenant of even date therewith (collectively, the
“Lease and Development Agreement”) pursuant to which
the Tenant agreed, subject to the terms and conditions in the Lease
and Development Agreement, to construct and develop the gaming and
mixed use Project in unincorporated Lemay, Missouri (the
“Project”), including an access route to the property
for the Project (the “Project Roadway”).
B. Landlord and Tenant agreed in the
Lease and Development Agreement to work together on the development
and construction of the Project Roadway; including the assistance
of the United States Air Force and the General Services
Administration to obtain the defense mapping facilities (the
“NIMA Site”).
C. The Landlord has been negotiating
with the United States Air Force (the “Air Force”) and
the General Services Administration (“GSA”) for the
acquisition of the NIMA Site to be used by Landlord for the
economic development of the Lemay area.
D. A portion of the NIMA Site will
be used for the proposed Project Roadway to the Project.
E. The Landlord has incurred and
will continue to incur certain costs in connection with the due
diligence on the NIMA Site and the negotiation of the agreements
related to the acquisition of the NIMA site, including attorneys
fees, environmental due diligence and for outside
consultants.
F. The Landlord and the Tenant
desire to amend the Lease and Development Agreement to provide for
the payment of the fees and costs of the due diligence and
negotiation of the acquisition of the NIMA Site.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements of the parties contained
herein, Landlord and Tenant agree to amend the Lease and
Redevelopment Agreement as follows:
1. Capitalized Terms .
Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Lease and Development
Agreement.
- 1 -
2. Payment of Fees
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(a) Tenant shall reimburse Landlord
for the consulting fees and expenses of Donna Erat in an amount not
to exceed $90,000 within 30 days of receipt of an invoice from
Landlord for the same, which invoice shall include applicable
supporting documentation from Donna Erat.
(b) Tenant shall reimburse Landlord
for the consulting fees and expenses of Greenhorne &
O’Mara hi an amount not to exceed $64,000 within 30 days of
receipt of an invoice from Landlord for the same, which invoice
shall include applicable supporting documentation from
Greenhorne & O’Mara.
(c) Attached as
Exhibit A is scope of services and rate schedule for
the services to be performed by Spencer Fane Britt & Brown
(“Spencer Fane”) with respect to the Landlord’s
acquisition of the NIMA Site. Exhibit A is incorporated herein
by reference and the scope of services and rates are approved by
Tenant. Attached as Exhibit B is the scope of services
and fees for the environmental due diligence to be performed by
Environmental Operations, Inc. (“EOI”) on the NIMA
Site. Exhibit B is incorporated herein by reference and the
scope of services and fees are approved by Tenant. The Spencer Fane
fees and expenses and the EOI fees and expenses are hereinafter
collectively referred to as the “NIMA Site Fees.”
Tenant shall reimburse Landlord for the NIMA Site Fees subject to
Tenant’s review and approval of the written invoices
submitted by Spencer Fane and EOI to Landlord for payment. Tenant
shall make any objections to the invoices within 20 days of receipt
or such invoices shall be deemed approved. Tenant shall reimburse
Landlord within 30 days of its approval of such invoices.
Tenant’s reimbursement of Spencer