Irell & Manella llp A REGISTERED LIMITED LIABILITY LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONSLegal Counsel Agreement • July 16th, 2010 • Areh MLK LLC • Services-racing, including track operation
We are counsel to Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and the Guarantors (as defined below), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of $350 million aggregate principal amount of its new 8.75% Senior Subordinated Notes due 2020 (the “New Notes”), in connection with the proposed exchange of $1,000 principal amount of the New Notes for each $1,000 principal amount of its outstanding 8.75% Senior Subordinated Notes due 2020 (the “Old Notes” and, collectively with the New Notes, the “Notes”).
FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF LOUISIANA-I GAMING, A LOUISIANA PARTNERSHIP IN COMMENDAMPartnership Agreement • July 16th, 2010 • Areh MLK LLC • Services-racing, including track operation
This First Amendment to the Third Amended and Restated Partnership Agreement of Louisiana-I Gaming, a Louisiana Partnership in Commendam (the “First Amendment”), dated effective as of the 2nd day of February, 2010 (the “Effective Date”), is made by and between the undersigned partners.
Irell & Manella llp A REGISTERED LIMITED LIABILITY LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONSLegal Counsel Engagement • May 21st, 2010 • Areh MLK LLC • Services-racing, including track operation
We are counsel to Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and the Guarantors (as defined below), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of $450 million aggregate principal amount of its new 8.625% Senior Notes due 2017 (the “New Notes”), in connection with the proposed exchange of $1,000 principal amount of the New Notes for each $1,000 principal amount of its outstanding 8.625% Senior Notes due 2017 (the “Old Notes” and, collectively with the New Notes, the “Notes”).
Irell & Manella llp A REGISTERED LIMITED LIABILITY LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONSLegal Counsel Engagement • June 11th, 2010 • Areh MLK LLC • Services-racing, including track operation
We are counsel to Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and the Guarantors (as defined below), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of $450 million aggregate principal amount of its new 8.625% Senior Notes due 2017 (the “New Notes”), in connection with the proposed exchange of $1,000 principal amount of the New Notes for each $1,000 principal amount of its outstanding 8.625% Senior Notes due 2017 (the “Old Notes” and, collectively with the New Notes, the “Notes”).
OPERATING AGREEMENT OF PNK (RIVER CITY), LLC (a Missouri limited liability company)Operating Agreement • March 26th, 2010 • Areh MLK LLC • Services-racing, including track operation • Missouri
This Operating Agreement of PNK (River City), LLC, a Missouri limited liability company (the “Company”), is entered into and adopted effective as of December 22, 2009 (the “Effective Date”), by Pinnacle Entertainment, Inc., a Delaware corporation (the “Member”), which constitutes the sole member of the Company, with reference to the recitals set forth below:
SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF LOUISIANA-I GAMING, A LOUISIANA PARTNERSHIP IN COMMENDAMPartnership Agreement • July 16th, 2010 • Areh MLK LLC • Services-racing, including track operation
This Second Amendment to the Third Amended and Restated Partnership Agreement of Louisiana-I Gaming, a Louisiana Partnership in Commendam (the “Second Amendment”), dated effective as of the 9th day of July, 2010 (the “Effective Date”), is made by and between the undersigned Partners.
FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED PNK (BATON ROUGE) PARTNERSHIP AGREEMENTPartnership Agreement • July 16th, 2010 • Areh MLK LLC • Services-racing, including track operation
This First Amendment to the Third Amended and Restated PNK (Baton Rouge) Partnership Agreement (the “First Amendment”), dated effective as of the 25th day of June, 2010 (the “Effective Date”), is made by and between PNK Development 8, LLC, a Delaware limited liability company, the managing partner of the Partnership, and PNK Development 9, LLC, a Delaware limited liability company, a partner of the Partnership.
