PLAYERS LAKE XXXXXXX, LLC
SHOWBOAT STAR PARTNERSHIP
000 Xx. Xxxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
March 24, 0000
XXXX XX XXXX XXXXXXX, XXXXXXXXX
000 Xxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
ATTN: Xxx. Xxxxxx X. Mount, Mayor
Re: Development & Admission Fee
Agreement
among Players Lake Xxxxxxx, LLC,
Showboat Star Partnership, and the City
of Lake Charles, Louisiana
Dear Mayor Mount:
Please have this letter confirm certain aspects of our
agreements concerning the authorization, execution and delivery
of the captioned agreement (the "Admission Fee Agreement"), and
regarding certain aspects of the Admission Fee Agreement.
Capitalized terms not specifically defined herein are used as
defined in the Admission Fee Agreement, unless the context
clearly requires otherwise. This letter shall constitute a part
of the Admission Fee Agreement, and shall not be merged into or
superseded by the Admission Fee Agreement.
Specifically, we have agreed as follows:
1. Education Fee Challenge. Effective when and if the
Admission Fee Agreement becomes effective, Operators agree that
they will not undertake, nor cause any other person or entity to
undertake on their behalf, any judicial challenge to the
statutory authority for the Education Fee. The City and
Educational Institutions acknowledge and agree that,
notwithstanding the foregoing, Operators shall retain (and
Operators hereby reserve and do not waive) the benefit of any
such judicial determination, or any rights with respect thereto.
2. Conditions to Effectiveness of Admission Fee Agreement.
(a) The Operators, the City and each of the Educational
Institutions acknowledge and agree that the Admission Fee
Agreement shall not be effective for any purpose, nor binding on
any party thereto (or joining in the execution thereof), unless
and until the following conditions have been satisfied:
(i) Prior to the April 23, 1998 (the "Date"), the form
of Admission Fee Agreement presented to the City immediately
prior to the meeting of the Lake Xxxxxxx City Council on March
24, 1998 is revised to remove the Calcasieu Parish Police Jury as
a signatory thereto (with appropriate corresponding changes to
the text thereof);
(ii) Prior to the Date, Operators and the Calcasieu
Parish Police Jury shall have entered into arrangements, or the
Calcasieu Parish Police Jury shall have taken actions, in either
case satisfactory to Operators, as necessary in the sole
determination of Operators to confirm and safeguard the benefits
to Operators of the agreements among the City, the Operators and
the Educational Institutions under the current form of the
Admission Fee Agreement;
(iii) Each of them has, prior to the Date: (A) obtained
all necessary authorization(s) and approval(s) for the execution,
delivery and performance of the Admission Fee Agreement from its
Board of Directors, City Council or other governing body; and (2)
actually executed and delivered the Admission Fee Agreement, as
revised as contemplated under clause (i) hereof.
(b) The Operators shall, prior to the Date, provide to the
City a Certificate of Secretary regarding the approval, if any,
of the Admission Fee Agreement by the Board of Directors of
Players International, Inc. The City shall, prior to the Date,
provide to the Operators a copy of the Ordinance or other
approval of the Admission Fee Agreement by the Lake Xxxxxxx City
Council. Execution and delivery of the Admission Fee Agreement
by each Educational Institution shall constitute a representation
and warranty by it, on which each other signatory may rely, that
such Educational Institution has obtained all necessary approvals
for its valid execution, delivery and performance of the
Admission Fee Agreement. On the satisfaction of the condition
set forth in clause (a)(ii) hereof prior to the Date, the
Operators shall provide written notice of such satisfaction to
the City.
3. Interim Payments.
(a) Notwithstanding that the Admission Fee Agreement shall
not be effective unless and until the conditions set forth in
Section 2 hereof have been satisfied, Operators hereby agree to
make the payments of the Admission Fee (as described in Section
1.1 of the Admission Fee Agreement) from the Effective Date
(which is March 1, 1998) until the earlier of: (i) the
satisfaction of all conditions set forth in Section 2 hereof; or
(ii) the Date, if all such conditions have not by then been
satisfied (the "Interim Payments").
(b) If all the conditions set forth in Section 2 hereof
have been satisfied prior to the Date, then Operators' obligation
to make payments hereunder shall automatically terminate under
this letter, but shall continue under the Admission Fee Agreement
as if it had been fully executed and delivered, and fully
effective, on and as of March 24, 1998.
(c) If all the conditions set forth in Section 2 hereof
have not been satisfied prior to the Date, then Operators'
obligation to make payments hereunder shall automatically
terminate and be of no further force or effect as of the Date, ;
and thereupon, the Admission Fee Agreement will be and become
void and of no force or effect, as if it had never been executed.
(d) If the Admission Fee Agreement becomes void as provided
in subsection (c) above, then each of the Operators, the City and
the Educational Institutions shall have all rights and remedies
with respect to the Actions, the Section 27:93A Fees and the
other issues discussed in the Admission Fee Agreement, at law or
in equity, as they may have had prior to the negotiation and
drafting thereof. In addition, if the Admission Fee Agreement
becomes void as provided in subsection (c), above, the Interim
Payments already made by Operators shall be applied against any
Section 27:93A Fees accrued between the date of this letter and
the date the Admission Fee Agreement becomes void as aforesaid.
The Operators, the City and the Educational Institutions
acknowledge and agree that both the Admission Fee Agreement and
this letter have been prepared, distributed and negotiated in an
attempt to settle existing disputes and existing litigation.
Therefore, if the Admission Fee Agreement becomes void as
provided in subsection (c), above, neither the Admission Fee
Agreement nor this letter shall be admissible as evidence in the
Actions.
(e) By executing this letter and making the Interim
Payments, Operators do not admit any liability of any kind, and
do not waive or release (and shall not be deemed or construed to
have waived or released) any rights or remedies available to
Operators, at law or in equity, with respect to the Actions, the
Section 27:93A Fees and the other issues discussed in the
Admission Fee Agreement, at law or in equity, as they may have
had prior to the negotiation and drafting thereof.
(f) Notwithstanding Section 3.4 of the Admission Fee
Agreement, the Actions shall not be dismissed unless and until
the Admission Fee Agreement becomes effective hereunder.
4. Counterpart Execution. To facilitate execution, this
letter agreement may be executed in as many counterparts as may
be convenient or required. It shall not be necessary that the
signature and acknowledgment of, or on behalf of, each party, or
that the signature and acknowledgment of all persons required to
bind any party, appear on each counterpart. All counterparts
shall collectively constitute a single instrument. It shall not
be necessary in making proof of this Agreement to produce or
account for more than a single counterpart containing the
respective signatures and acknowledgments of each of the parties
hereto.
If this letter accurately reflects our agreement concerning the
Admission Fee Agreement and the subject matter thereof, kindly
countersign it where indicated below and return the fully
executed letter to the undersigned. Upon complete execution,
this letter will be effective as of the date hereof, as set forth
above.
PLAYERS LAKE XXXXXXX, LLC
_____________________________
SHOWBOAT STAR PARTNERSHIP
_____________________________
AGREED TO AND ACCEPTED:
CITY OF LAKE CHARLES, LOUISIANA
_________________________________
XxXXXXX STATE UNIVERSITY
_________________________________
SOWELA TECHNICAL INSTITUTE
________________________________
CALCASIEU PARISH SCHOOL BOARD
_________________________________
AC 160594
