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EXHIBIT
10.3
GUARANTY
AGREEMENT
GUARANTY made as of this 1st
day of August, 2007, by PINNACLE ENTERTAINMENT, INC., a
Delaware corporation with its chief executive offices in Las Vegas,
Nevada, hereinafter referred to as “Guarantor”, to the
LAKE CHARLES HARBOR & TERMINAL DISTRICT, a
political subdivision and deep water public port of the State of
Louisiana, located in Calcasieu Parish, Louisiana, hereinafter
referred to as “Obligee”, in connection with the Ground
Lease Agreement with Option to Purchase effective as of
August 1, 2007, between Obligee as Lessor and PNK (LAKE
CHARLES), L.L.C., a Louisiana limited liability company, a
wholly-owned subsidiary of Guarantor, hereinafter referred to as
“Obligor”, as Lessee thereunder; said Ground Lease
Agreement with Option to Purchase hereinafter referred to as the
“Lease”.
1. Statement of
Guaranty. For value received, Guarantor guarantees performance
of Obligor’s obligations under the Lease in accordance with
its terms and conditions. Any default of Obligor in such
performance shall oblige Guarantor to pay all damages, costs, and
expenses that Obligee may recover from Obligor by reason of such
default.
2. Duration. This
Guaranty shall be effective until all obligations of Obligor under
the Lease have been satisfied. Guarantor shall not be discharged
from liability hereunder as long as any claim by Obligee against
Obligor remains outstanding.
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3. Modification of
Lease. Modification of the Lease shall not increase the
obligation of Guarantor hereunder in any way unless Guarantor
consents in writing to such modification. An extension in time for
performance by Obligee shall not be construed as a modification
that would increase the obligation of Guarantor for purposes of
this Paragraph 3.
4. Notices.
(a) Notice of Acceptance.
Guarantor waives notice of acceptance.
(b) Notice of Default. Notice
of Obligor’s default is not waived.
(c) All notices provided for
herein shall be in writing and shall be considered to have been
given when delivered personally; five (5) days after being
mailed by registered mail, postage prepaid, addressed to the
respective parties at the following addresses:
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