LETTERHEAD OF ROTHBART DEVELOPMENT] January 16, 2003
EXHIBIT 10.4
[LETTERHEAD OF XXXXXXXX DEVELOPMENT]
January 16, 2003
Xxxxxx X. Xxxxxxxxxx, Esq.
Irell & Xxxxxxx, LLP
0000 Xxxxxx of the Stars, Suite 900
Los Angeles, CA 90067-4276
Re: Inglewood, California
Purchase Agreement: dated June 14, 2002 (“Purchase Agreement”)
Amendment to Purchase Agreement: dated November 14, 2002 (“Amendment”)
Buyer: Xxxxxxxx Development Corporation (“Xxxxxxxx”)
Seller: Pinnacle Entertainment, Inc. (“Seller”)
Dear Xx. Xxxxxxxxxx:
On connection with the above-referenced transaction, this will letter will serve to clarify the following matters that have been approved by Xxxxxxxx and/or waived by Seller. Terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement and/or Amendment.
1. | Section 4 of Amendment. Xxxxxxxx hereby approves the matters subject to Xxxxxxxx’x approval, set forth in Section 4 of the Amendment. Seller hereby waives any objection to Xxxxxxxx’x failure to approve or disapprove such matters on, or before, December 15, 2002, as required by Section 4 of the Amendment. |
2. | Additional Deposit. Pursuant to Section 5.a of the Amendment, Xxxxxxxx is required to make the Additional Deposit on, or before, November 18, 2002 (by cash or by allocation to the Letter of Credit). The Additional Deposit was allocated to the Letter of Credit on December 6, 2002. Pinnacle hereby waives any objection to Xxxxxxxx’x failure to make the Additional Deposit on, or before, November 18, 2002. |
3. | Milestone Schedule. Pursuant to the Purchase Agreement, Xxxxxxxx is required to make reasonable efforts to adhere to the Milestone Schedule attached as Exhibit “J” to the Purchase Agreement. Pursuant to the Milestone Schedule, entitlement applications were scheduled to be filed on October 16, 2002. As of the date hereof, project entitlement applications have not been filed, and Xxxxxxxx does not anticipate filing them before February 3, 2003. Seller hereby waives any objection to Xxxxxxxx’x failure to file project entitlement applications on, or before, February 3, 2003, and Xxxxxx and Xxxxxxxx hereby agree that all of the dates set forth in the Milestone Schedule shall be adjusted accordingly. |
4. | Closing Date. Sections 18.A and 18.B. of the Purchase Agreement provide for certain termination rights for Seller, and extension rights for Xxxxxxxx. As a result of the adjustment to the Milestone Schedule, it is also necessary to confirm the |
January 16, 2003
Page 2
corresponding changes to Seller’s termination rights and Xxxxxxxx’x extension rights, as set forth in Sections 18.A and 18.B. Accordingly, Seller and Xxxxxxxx hereby agree that the second sentence of Section 18.A is hereby deleted and replaced with the following: “Notwithstanding any other provision or contingency in this Agreement to the contrary, including, without limitation, the preceding sentence, if the Closing has not occurred on, or before, September 15, 2003, Seller shall have the right, in its sole and absolute discretion, to terminate this Agreement; provided, however, that in the event Seller so elects to terminate the Agreement, Xxxxxxxx shall have the one-time option (in addition to Xxxxxxxx’x Section 18.B extension rights) to continue the Agreement and extend the Closing for up to three (3) additional months.” Seller and Xxxxxxxx further hereby agree that the last sentence of Section 18.A is hereby deleted and replaced with the following: “Notwithstanding any other provision of this Agreement (including without limitation Section 15 hereof), if Xxxxxxxx validly extends the Closing, but the Closing has not occurred on, or before, December 15, 2003, and Xxxxxxxx has not extended the Closing in accordance with Section 18.B hereof, then Seller shall have the right, in its sole and absolute discretion, to terminate this Agreement.” Xxxxxx and Xxxxxxxx further hereby agree that the third sentence of Section 18.B is hereby deleted and replaced with the following: “Xxxxxxxx may exercise its initial 6-month extension right relating to such Litigation by providing written notice to Seller of its intention to exercise such right prior to September 15, 2003, as such date may be extended pursuant to Section 18.A hereof.”
Xxxxxxxx and Seller hereby expressly reinstate the Purchase Agreement, as amended, as the result of any automatic termination for any of the matters set forth above, and Xxxxxxxx and Seller hereby reaffirm the Purchase Agreement, as amended by the Amendment and the matters set forth herein.
If the foregoing comports to your understanding of the agreement between Seller and Xxxxxxxx, please have Seller countersign this letter where indicated and return Seller’s original signature to me.
Very truly yours, | ||
Xxxxxxx X. Xxxxxxxx, for XXXXXXXX DEVELOPMENT CORPORATION |
PINNACLE ENTERTAINMENT, INC.
By: |
/s/ XXXX X. XXXXXXX | |
Its: |
Senior VP, Secretary and General Counsel |