[MRMI LETTERHEAD] March 30, 2012

EX-10.1 2 d328499dex101.htm LETTER AGREEMENT Letter Agreement

Exhibit 10.1

[MRMI LETTERHEAD]

March 30, 2012

Gregory K. Silvers

EPT Concord II, LLC

c/o Entertainment Properties Trust

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

Dear Mr. Silvers:

Reference is made to that certain Option Agreement, dated as of December 21, 2011, between EPT Concord II, LLC (“EPT”), as owner of the Property described therein, and Monticello Raceway Management, Inc. (“MRMI”; together with EPT, collectively, the “Parties”), as tenant, a copy of which is attached hereto as Exhibit A (the “Option Agreement”), with respect to MRMI’s option to lease the Property in accordance with the terms set forth in the form of lease attached thereto as Exhibit B. The Parties hereby agree to amend the Option Agreement to extend the MDA Outside Date (as defined therein) by thirty (30) days, such that the MDA Outside Date (as defined therein) shall mean April 30, 2012. Neither EPT nor MRMI (nor any of their respective permitted successors or assigns) shall have the right to terminate the Option Agreement prior to the MDA Outside Date as extended by this letter agreement. Furthermore, the Parties agree to amend the Option Agreement to extend the term of the Option Exercise Period (as defined therein) by thirty (30) days, such that the Option Exercise Period End Date (as defined therein) shall mean July 21, 2012 (as the same may be extended pursuant to Section 1(b) of the Option Agreement). Except for the extension of the MDA Outside Date and the Option Exercise Period End Date, the Option Agreement is unamended and remains in full force and effect.

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If the foregoing accurately sets forth your understanding of our agreement, please indicate your concurrence by signing in the space provided below and returning one copy of this letter to the undersigned. We look forward to continuing to work with you to complete the master development plan expeditiously.

 

Very truly yours,
Monticello Raceway Management, Inc.
By:  

/s/ Laurette J. Pitts

  Name: Laurette J. Pitts
  Title: Chief Financial Officer

Accepted and agreed to as of

the 30th day of March, 2012:

 

EPT Concord II, LLC
By:  

/s/ Gregory K. Silvers

  Name: Gregory K. Silvers
  Title: Vice President

With notice to:

EPT Concord II, LLC

c/o Entertainment Properties Trust

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

Attention: Asset Manager

And copies to:

Entertainment Properties Trust

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

Attention: General Counsel

and

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Harry R. Silvera, Esq.