Exhibit (d)(3) -------------- MEMORANDUM OF UNDERSTANDING --------------------------- April 17, 2000 THIS MEMORANDUM OF UNDERSTANDING confirms the agreements among the individuals listed on the signature pages hereto (collectively, the "Executives"),...Pinnacle Entertainment Inc • May 30th, 2000 • Services-racing, including track operation • Delaware
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.......................... 4 2.1 Corporate Existence and Power................................... 4 2.2 Corporate Authorization......................................... 5 2.3 Governmental...Agreement and Plan of Merger • February 27th, 1998 • Hollywood Park Inc/New/ • Services-racing, including track operation • Nevada
EXECUTIONLoan Agreement • May 30th, 2003 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • New York
EXHIBIT 4.1 AGREEMENT AND PLAN OF REORGANIZATION dated as of November 17, 1995 by and between HOLLYWOOD PARK, INC., a Delaware corporation, on the one hand, and PACIFIC CASINO MANAGEMENT, INC., a California corporation,Agreement and Plan of Reorganization • November 30th, 1995 • Hollywood Park Inc/New/ • Services-racing, including track operation • California
EXHIBIT 10.6Operating Agreement • April 1st, 2002 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • California
Exhibit 99.3 AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT This Amendment No. 1 to Amended and Restated Loan Agreement (the "Amendment") dated as of May 22, 2003, is entered into with reference to the Amended and Restated Loan Agreement dated...Loan Agreement • May 30th, 2003 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation
EXHIBIT 10.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 21st, 1999 • Hollywood Park Inc/New/ • Services-racing, including track operation • Pennsylvania
BETWEEN RAPHAEL SKRMETTA, AS LANDLORD AND MISSISSIPPI-I GAMING, L.P., AS TENANT GROUND LEASE BETWEEN RAPHAEL SKRMETTA, AS LANDLORD, AND MISSISSIPPI-I GAMING, L.P., AS TENANTHollywood Park Inc/New/ • August 14th, 1997 • Services-racing, including track operation • Mississippi
recording information) -------------------------------------------------------- ------------------------ TERMINATION OF MASTER LEASE AND SUBLEASE AGREEMENTSTermination Agreement • August 13th, 2001 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation
AMENDMENT NO. 5 TO AMENDED AND RESTATED REDUCING REVOLVING LOAN AGREEMENT AND WAIVERPinnacle Entertainment Inc • August 13th, 2001 • Services-miscellaneous amusement & recreation
Exhibit 10.2 ------------ PINNACLE ENTERTAINMENT, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of the 10th day of April, 2002 by and between Pinnacle Entertainment, Inc., a Delaware...Nonqualified Stock Option Agreement • May 15th, 2002 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
OFAgreement • August 14th, 1997 • Hollywood Park Inc/New/ • Services-racing, including track operation • Mississippi
Exhibit 4.4 PINNACLE ENTERTAINMENT, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (together with the attached grant notice (the "Grant Notice"), the "Agreement") is made and entered into as of the date set forth on the Grant Notice by and...Stock Option Agreement • June 6th, 2001 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
EXHIBIT 10.1 AMENDMENT NO. 6 TO AMENDED AND RESTATED REDUCING REVOLVING LOAN AGREEMENT AND WAIVER This Amendment No. 6 to Amended and Restated Reducing Revolving Loan Agreement and Waiver (this "Amendment") is entered into with reference to the...Pinnacle Entertainment Inc • November 14th, 2001 • Services-miscellaneous amusement & recreation
It is also understood and acknowledged that holders (including subsequent transferees) of the Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") -----------------------------...Purchase Agreement • August 14th, 1997 • Hollywood Park Inc/New/ • Services-racing, including track operation • New York
AGREEMENT ---------Business Loan Agreement • March 31st, 1997 • Hollywood Park Inc/New/ • Services-racing, including track operation
ANDRegistration Rights Agreement • August 14th, 1997 • Hollywood Park Inc/New/ • Services-racing, including track operation • New York
EXHIBIT 10.7 ------------ AMENDED AND RESTATED LEASE by and between CRYSTAL PARK HOTEL AND CASINO DEVELOPMENT COMPANY, LLC a California limited liability company, as "Landlord"Lease • September 8th, 2000 • Pinnacle Entertainment Inc • Services-racing, including track operation • California
AMENDED AND RESTATED RIGHTS AGREEMENT between PINNACLE ENTERTAINMENT, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Dated as of March 13, 2015Rights Agreement • March 19th, 2015 • Pinnacle Entertainment Inc. • Hotels & motels • Delaware
This AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 13, 2015 (this “Agreement”), between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
AGREEMENT --------- 1. FULL HOUSE'S OPTION TO SELL. --------------------------- (a) Option. From and after January 1, 2001, Full House shall have an ------ option to require Pinnacle to purchase Full House's entire existing 3% membership interest in...Agreement • April 2nd, 2001 • Pinnacle Entertainment Inc • Services-racing, including track operation • Indiana
FIRST AMENDMENTFirst Amendment • March 31st, 2003 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation
10,000,000 Shares PINNACLE ENTERTAINMENT, INC. Common Stock ($0.10 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2007 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • New York
Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), proposes to sell 10,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $.10 per share (the “Common Stock”) to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”), for whom Bear, Stearns & Co. Inc. and Lehman Brothers Inc. are acting as the representatives (“you” or the “Representatives”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to 1,500,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.”
b) Written consent of the Requisite Banks as required under Section 11.2 of the Loan Agreement in the form of Exhibit A ---- to this Amendment; andRevolving Loan Agreement • November 12th, 1999 • Hollywood Park Inc/New/ • Services-racing, including track operation
SECOND AMENDMENTSecond Amendment • March 31st, 2003 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation
GUARANTY --------Hollywood Park Inc/New/ • December 21st, 1999 • Services-racing, including track operation • Pennsylvania
GUARANTY --------Hollywood Park Inc/New/ • November 13th, 1995 • Services-racing, including track operation • California
AGREEMENT AND PLAN OF MERGER among PINNACLE ENTERTAINMENT, INC., PNK HOLDINGS, INC., PNK DEVELOPMENT 32, INC., and AMERISTAR CASINOS, INC. Dated as of December 20, 2012Agreement and Plan of Merger • December 21st, 2012 • Pinnacle Entertainment Inc. • Hotels & motels • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 20, 2012, between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (“Parent”), PNK HOLDINGS, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“HoldCo”), PNK DEVELOPMENT 32, INC., a Nevada corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub”) and AMERISTAR CASINOS, INC., a Nevada corporation (the “Company”).
W I T N E S S E T H : - - - - - - - - - -Consent Agreement • November 13th, 1996 • Hollywood Park Inc/New/ • Services-racing, including track operation • California
REGISTRATION RIGHTS AGREEMENT Dated as of August 5, 2013 between PNK FINANCE CORP. And GOLDMAN, SACHS & CO. DEUTSCHE BANK SECURITIES INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED WELLS FARGO SECURITIES, LLC CREDIT AGRICOLE SECURITIES (USA)...Registration Rights Agreement • August 5th, 2013 • Pinnacle Entertainment Inc. • Hotels & motels • New York
This Agreement is made pursuant to the Purchase Agreement, dated July 30, 2013 (the “Purchase Agreement”), by and among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company (and each of the guarantors, if any, that signs the joinder agreement attached hereto as Exhibit A or otherwise becomes a party to this Agreement pursuant to Section 10(e) hereof) has agreed or will agree, as applicable, to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of the date hereof (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (as defined belo
d) Capital Expenditures (excluding capitalized interest, pre- --------- opening expenses and funds disbursed pursuant to community development agreements) for the acquisition of land for and construction of the Indiana Project not in excess of...Reducing Revolving Loan Agreement • April 1st, 2002 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation
Borrower and the Administrative Agent, acting with the consent of the Requisite Banks pursuant to Section 11.2 of the Loan Agreement, agree as ---- follows:Loan Agreement • April 1st, 2002 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation
LANDLORD TENANTLease and Agreement • November 14th, 2000 • Pinnacle Entertainment Inc • Services-racing, including track operation
EXHIBIT 10.5Assignment, Assumption and Consent Agreement • April 1st, 2002 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • California
EXHIBIT 10.2 AMENDMENT No. 1 TO ASSET PURCHASE AGREEMENT BETWEEN HOLLYWOOD PARK, INC. AND CHURCHILL DOWNS INCORPORATED DATED AS OF MAY 5, 1999 Dated as of August 31, 1999 This AMENDMENT No. 1 is entered into by Hollywood Park, Inc., a Delaware...Asset Purchase Agreement • September 27th, 1999 • Hollywood Park Inc/New/ • Services-racing, including track operation
EXHIBIT 10.4 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment to Asset Purchase Agreement (this "First Amendment") is made and entered into as of this 17th day of December, 1999, between Boomtown Inc., a Delaware corporation...Asset Purchase Agreement • December 21st, 1999 • Hollywood Park Inc/New/ • Services-racing, including track operation
