Exhibit 10.1


 


AMENDMENT AND RESTATED LEASE AGREEMENT


 


THIS
LEASE AMENDMENT (the “Amendment”) made this 5th day of April,
2005, between Penn National Gaming, Inc., a
Pennsylvania corporation, hereinafter called “Tenant”, having its principal
place of business at 825 Berkshire Blvd., Suite 200 and Wyomissing
Professional Center III, Limited Partnership, a Pennsylvania limited partnership, hereinafter called “Landlord”,
having its principal place of business at 825 Berkshire Blvd. Suite 203
Wyomissing, Pennsylvania 19610.


 


WITNESSETH:


 


The
Tenant and the Landlord have executed a Lease Agreement which includes Exhibits
“A” and “B”, and Lease Amendments, relating to Leased Premises located at 825
Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania 19610.


 


NOW, THEREFORE, INTENDING TO BE LEGALLY BOUND HEREBY and
in consideration of the mutual covenants set forth herein, the Landlord, and
Tenant agree as follows:


 


1.               Incorporation.  The
recitals set forth above are incorporated herein by reference.


 


2.               Amendment.  This
Amendment is an amendment to and shall be deemed an integral part of the Lease
except to the extent to which the provisions of this Amendment modify the
provisions of the Lease.  The provisions
of the Lease shall remain in full force and effect.


 


3.               Defined Terms.  All
capitalized terms used in this Amendment without definition which are defined
in the Lease shall have the meanings set forth in the Lease.


 


4.               Leased Premises.  The
amended Leased Premises shall be restated to
be 10,145 square feet of rentable and 9,058 square feet of usable floor area.


 


5.               Fixed Annual Minimum Rent:  The
Annual Minimum Rent for the Extension Period, as defined in Section 7 below,
shall be as shown on attached Schedule “A6-1”.


 


6.               Effective Date.  The
effective date for Tenant’s increased space and rental payments shall be April
1, 2005.


 


7.               Term of Lease.  The Lease shall be extended for an additional
period of seven (7) years beginning on April 1, 2005 and ending on March 31,
2012 (the “Extension Period”).


 


8.               Construction of Improvements and Reimbursement of Costs Incurred.  Tenant
shall contract with Landlord’s contractor for the construction of improvements
to the Leased Premises. All such work shall be bid and performed by Landlord’s
contractor on an open book basis and billed at the rate of the subcontractor’s
or supplier’s cost plus a total of 15% for construction management fee,
overhead, and builder’s profit


 





















 


and be subject to the approval of a budget prior
to the commencement of any work. In the first draw request submitted for the
improvements, Tenant shall reimburse Landlord the amount of $123,563.69 for
third-party architectural, engineering and related costs previously incurred in
designing alternate space in a to-be-built adjacent attached building previously
considered by Tenant.


 


9.               Binding effect.  This
Amendment shall be binding upon, and shall inure to the benefit of Landlord and
Tenant and their respective successors and assigns.


 


IN
WITNESS WHEREOF, and intending to be legally bound hereby, Landlord and Tenant
have caused this Amendment of Lease Terms to be duly executed this 5th
day of April, 2005.


 


THIS
LEASE MUST BE EXECUTED FOR TENANT, IF A CORPORATION, BY THE PRESIDENT OR VICE
PRESIDENT AND ATTESTED BY THE SECRETARY OR ASSISTANT SECRETARY, UNLESS THE
BY-LAWS OR A RESOLUTION OF THE BOARD OF DIRECTORS SHALL OTHERWISE PROVIDE, IN
WHICH EVENT A CERTIFIED COPY OF THE BY-LAWS OR RESOLUTION, AS THE CASE MAY BE,
MUST BE FURNISHED TO LANDLORD.


 


	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wyomissing
  Professional Center II,

  Limited Partnership, a Pennsylvania limited

  partnership, by its General Partner, Wyomissing

  Professional Center II, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Stephen J.
  Najarian

  	
   

  
	
   

  	
   

  	
   

  	
  Stephen J.
  Najarian, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Penn
  National Gaming, Inc., a Pennsylvania

  corporation

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Susan M.
  Montgomery

  	
   

  	
   

  	
  By: 

  	
  /s/ Robert S.
  Ippolito

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Susan M.
  Montgomery

  	
   

  	
   

  	
  Name: 

  	
  Robert S.
  Ippolito

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Vice President,
  Secretary and Treasurer

  	
   

  
											



 





















 


SCHEDULE
“A6-1”


 


ANNUAL MINIMUM RENT – EXTENSION PERIOD


 


	
  Square Feet
  (SF):

  	
   

  	
  10,145

  	
   

  
	
  Minimum Rent per
  SF Yr 1:

  	
   

  	
  $

  	
  13.50

  	
   

  
	
  Annual
  Escalation:

  	
   

  	
  3.0

  	
  %

  
					



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Annual Rent

  	
   

  
	
   

  	
   

  	
  Lease

  	
   

  	
  Rentable

  	
   

  	
  Minimum

  	
   

  	
  Monthly

  	
   

  	
  (the "Annual

  	
   

  
	
  Period

  	
   

  	
  Year

  	
   

  	
  SF

  	
   

  	
  Rent per SF

  	
   

  	
  Min Rent

  	
   

  	
  Minimum Rent")

  	
   

  
	
  4/1/05-3/31/06

  	
   

  	
  11

  	
   

  	
  10,145

  	
   

  	
  $

  	
  13.50

  	
   

  	
  $

  	
  11,413.13

  	
   

  	
  $

  	
  136,957.50

  	
   

  
	
  4/1/06-3/31/07

  	
   

  	
  12

  	
   

  	
  10,145

  	
   

  	
  $

  	
  13.91

  	
   

  	
  $

  	
  11,755.52

  	
   

  	
  $

  	
  141,066.23

  	
   

  
	
  4/1/07-3/31/08

  	
   

  	
  13

  	
   

  	
  10,145

  	
   

  	
  $

  	
  14.32

  	
   

  	
  $

  	
  12,108.18

  	
   

  	
  $

  	
  145,298.21

  	
   

  
	
  4/1/08-3/31/09

  	
   

  	
  14

  	
   

  	
  10,145

  	
   

  	
  $

  	
  14.75

  	
   

  	
  $

  	
  12,471.43

  	
   

  	
  $

  	
  149,657.16

  	
   

  
	
  4/1/09-3/31/10

  	
   

  	
  15

  	
   

  	
  10,145

  	
   

  	
  $

  	
  15.19

  	
   

  	
  $

  	
  12,845.57

  	
   

  	
  $

  	
  154,146.87

  	
   

  
	
  4/1/10-3/31/11

  	
   

  	
  16

  	
   

  	
  10,145

  	
   

  	
  $

  	
  15.65

  	
   

  	
  $

  	
  13,230.94

  	
   

  	
  $

  	
  158,771.28

  	
   

  
	
  4/1/11-3/31/12

  	
   

  	
  17

  	
   

  	
  10,145

  	
   

  	
  $

  	
  16.12

  	
   

  	
  $

  	
  13,627.87

  	
   

  	
  $

  	
  163,534.42