Amendment to Second Amended and Restated Land Purchase Agreement between St. Regis Mohawk Gaming Authority and Monticello Raceway Management, Inc.

Summary

This amendment updates the land purchase agreement between St. Regis Mohawk Gaming Authority and Monticello Raceway Management, Inc. It extends the deadline for closing the transaction, allowing the closing to occur upon ten days' notice from the purchaser, but no later than March 31, 2008. All other terms of the original agreement remain unchanged. Both parties confirm they have the authority to enter into this amendment, which is effective as of May 3, 2007.

EX-10.1 2 ex101to10q05558_03312007.htm sec document

Exhibit 10.1 AMENDMENT TO THE SECOND AMENDED AND RESTATED LAND PURCHASE AGREEMENT WHEREAS, the ST. REGIS MOHAWK GAMING AUTHORITY (the "AUTHORITY" or "PURCHASER"), and MONTICELLO RACEWAY MANAGEMENT, INC. ("Seller"), a Delaware Corporation, having an address at Route I 7B, P.O. Box 5013, Monticello, New York ###-###-####, entered into the Second Amended and Restated Land Purchase Agreement as of December 1, 2005 (the "AGREEMENT"), and WHEREAS, Section 9.01 of the Agreement provides that the Closing (defined therein) shall take place not later than June 30, 2006, which date may be adjourned by Seller until no later than December 31,2006, and WHEREAS, the parties previously agreed to extend the date, and WHEREAS, it is the intent of the parties that the date for the Closing be further extended, NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the undersigned hereby agree as follows: 1. Section 9.01 of the Agreement is amended to read as follows: Section 9.01. Closing Date. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place upon ten (10) days' notice from Purchaser to Seller on a date that shall be not later than December 31, 2006, as to which date, TIME SHALL BE OF THE ESSENCE with respect to Purchaser. Such date, or any other date to which the Closing may be adjourned by Seller (in no event shall Seller have the right to extend the Closing past March 31, 2008, as to which date, TIME SHALL BE OF THE ESSENCE), is referred to herein as the "Closing Date". The Closing shall be held at the offices of Seller's attorneys, Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022. 2. All other provisions of the Agreement remain unchanged. 3. The Purchaser and the Seller represent and warrant to each other that each has full power and authority to execute this Amendment and to be bound by and perform the terms hereof. Each party shall furnish evidence of such authority to the other, which shall be attached to this Amendment, SIGNATURES COMMENCE ON FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the 3 day of May, 2007. ST. REGIS MOHAWK MONTOCELLO RACEWAY GAMING AUTHORITY MANAGEMENT, INC. BY /s/ Barbara A. Lazore BY /s/ David P. Hanlon ------------------------------ ------------------------------ BARBARA A. LAZORE, MEMBER DAVID P. HANLON MANAGEMENT BOARD PRESIDENT & CEO BY /s/ James W. Ransom ------------------------------ JAMES W. RANSOM, MEMBER MANAGEMENT BOARD BY /s/ Lorraine White ------------------------------ LORRAINE WHITE, MEMBER MANAGEMENT BOARD