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Exhibit 10.64
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EXERCISING OF OPTION TO LEASE IMMOVABLE PROPERTY
SITUATED IN CALCASIEU PARISH, LOUISIANA
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BE IT KNOWN, that on the date hereinafter set
forth, before the undersigned Notaries Public, duly commissioned
and qualified in and for the State of Louisiana and State of Texas
Parish/County, and in the presence of the undersigned competent
witnesses, personally came and appeared:
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PINNACLE ENTERTAINMENT, INC., a Delaware
corporation ("PINNACLE"), herein represented by Cliff Kortman, its
duly authorized Vice President;
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The LAKE CHARLES HARBOR & TERMINAL
DISTRICT, a political subdivision of the State of Louisiana (the
"DISTRICT"), herein represented by Hillery J. Langley, Jr.,
President of the Board of Commissioners, and Terry T. Jordan,
its duly authorized Executive Director;
W I T N E S S E T H:
PREAMBLE
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A.
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The parties hereto have previously entered into a
written agreement titled "OPTION TO LEASE IMMOVABLE PROPERTY
SITUATED IN CALCASIEU PARISH, LOUISIANA" hereinafter referred to as
"OPTION TO LEASE" passed before Winfield Earl Little, Jr., Notary
Public on July 15, 1999, which has been amended by various
amendments and addendums.
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B.
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In accordance with the aforementioned OPTION TO
LEASE and amendments and addendums thereto, PINNACLE has paid to
the DISTRICT the initial payment of SIXTY-TWO THOUSAND FIVE HUNDRED
AND NO/100 ($62,500.00) DOLLARS together with four (4) like
installments for a total of THREE HUNDRED TWELVE THOUSAND FIVE
HUNDRED AND NO/100 ($312,500.00) DOLLARS and DISTRICT acknowledges
receipt of said sum.
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C.
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On October 16, 2001, the Louisiana Gaming
Control Board granted the 15th Riverboat License to PINNACLE and
PNK (LAKE CHARLES), L.L.C. subject to certain terms and conditions
contained in Statement of Conditions to Riverboat Gaming License of
PNK (LAKE CHARLES), L.L.C. dated November 20, 2001, which is
incorporated herein in its entirety.
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D.
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PINNACLE AND PNK (LAKE CHARLES), L.L.C. requested
of the Calcasieu Parish Police Jury that a local referendum
election be called as required by Article XII,
Section 6(C) (2) of the Louisiana Constitution, the
election was held on April 6, 2002, and the favorable results
were promulgated by the Calcasieu Parish Police Jury on
April 18, 2002. No suit or contest has been filed and the
election results are now final.
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E.
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DISTRICT, PINNACLE (Hollywood Park, Inc.), CITY
of LAKE CHARLES and the CALCASIEU PARISH POLICE JURY have entered
into a COOPERATIVE ENDEAVOR DEVELOPMENT AGREEMENT dated
November 9, 1999.
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PINNACLE AND PNK (LAKE CHARLES), L.L.C. have and
by these presents exercise the following OPTION TO LEASE, as
amended and modified as set forth above, and DISTRICT agree to the
following terms and conditions, to-wit:
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I.
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PINNACLE and PNK (LAKE CHARLES), L.L.C. shall
continue to provide the Louisiana Gaming Control Board with the
requisite information and plans as required by the Louisiana Gaming
Control Board and shall use their best efforts to win approval from
the Louisiana Gaming Control Board for permission to proceed with
the construction of the project, per the Statement of Conditions to
Riverboat Gaming License of PNK (LAKE CHARLES), L.L.C. dated
November 20, 2001. In the event that such approval is
not granted PINNACLE AND PNK (LAKE CHARLES), L.L.C. shall be
excused from further efforts and obligations under the OPTION TO
LEASE, as amended and modified, shall withdraw completely from the
project and forfeit the THREE HUNDRED TWELVE THOUSAND FIVE HUNDRED
AND NO/100 ($312,500.00) DOLLARS previously paid to the
DISTRICT.
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II.
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PINNACLE AND PNK (LAKE CHARLES), L.L.C. and
DISTRICT have tentatively agreed on a 225 acre site comprised
of parcels 1 and 2 more particularly described on the attached
and annexed Boundary Survey by Morrison Surveying, Inc. dated
August 9, 2002 a copy of which is attached and annexed hereto
as Exhibit "A", however the actual acreage shall only be
modified to the extent that the Louisiana Gaming Control Board
requires or that wetland or other environmental permits can not be
reasonably obtained and thus requiring reconfiguration of the
225 acres. The access to the project from the Port Access Road
as shown on the aforementioned Exhibit "A" shall not be
modified without the prior consent of PINNACLE.
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III.
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DISTRICT has agreed to grant unto PINNACLE and
PNK (LAKE CHARLES), L.L.C. an option to lease up to an additional
seventy-five (75) acres of property to be selected by PINNACLE
and PNK (LAKE CHARLES), L.L.C. from the ninety-eight (98) acre
tract designated as "option selection tract" on Exhibit "A" subject
to the same terms and
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conditions as set forth in the aforementioned
OPTION TO LEASE, as amended and modified, except:
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1.
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the consideration for the said option shall be
the payment of $37,500.00 per one year period not to exceed
4 years from the date of this agreement; and
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2.
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the selected amount of acreage shall be in one
single tract which shall be contiguous to parcel 1;
and
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3.
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the selected amount of acreage shall be
designated by Pinnacle and PNK (LAKE CHARLES), L.L.C. within sixty
(60) days after notice from the District that the District has
a prospective tenant for its property adjacent to the option
selected area or upon exercising of the option, whichever occurs
first; and
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4.
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the option payment provided for herein shall not
be credited for any rentals in the event the option is
exercised.
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IV.
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Rentals for the 225 acre and the additional
option selection tract acreage, if timely exercised by PINNACLE and
PNK (LAKE CHARLES), L.L.C., shall commence and become due and
payable in accordance with the definition of "Ground Lease
Commencement Date" and "Due Date" as set forth in Exhibit "A"
to the OPTION TO LEASE, i.e. GROUND LEASE AGREEMENT.
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V.
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DISTRICT has agreed to lease to PINNACLE and PNK
(LAKE CHARLES), L.L.C. subject to receivi
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