Exhibit 4.3 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment No. 2, dated as of April 20, 2006 (this "Amendment No. 2"), to the Rights Agreement, dated as of December 14, 1999 (the "Rights Agreement"), between Aztar Corporation, a Delaware...Rights Agreement • April 20th, 2006 • Aztar Corp • Services-miscellaneous amusement & recreation • New York
Trust Indenture Act Section Indenture Section --------------------------- ----------------- (S) 310(a)(1) 508 (a)(2) 508 (a)(3) Not applicable (a)(4) Not applicable (b) 508, 509Aztar Corp • September 7th, 2001 • Services-miscellaneous amusement & recreation • New York
AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") dated as of May 5, 2006, by and among Pinnacle Entertainment, Inc., a Delaware corporation ("Pinnacle"), PNK Development 1, Inc., a...Agreement and Plan of Merger • May 8th, 2006 • Aztar Corp • Services-miscellaneous amusement & recreation
as Issuer, andAztar Corp • May 26th, 1999 • Services-miscellaneous amusement & recreation • New York
AZTAR CORPORATION and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as Rights Agent Rights Agreement Dated as of December 14, 1999Rights Agreement • December 15th, 1999 • Aztar Corp • Services-miscellaneous amusement & recreation • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 19th, 2006 • Aztar Corp • Services-miscellaneous amusement & recreation • Delaware
RESTATED AMENDMENT NO. 1 TO TERM LOAN AGREEMENT This Restated Amendment No. 1 to Term Loan Agreement (this "Amendment") dated as of October 27, 1999 is entered into with reference to the Term Loan Agreement dated as of May 28, 1998 among Aztar...Term Loan Agreement • November 10th, 1999 • Aztar Corp • Services-miscellaneous amusement & recreation
Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") dated as of April 23, 2006, by and among Pinnacle Entertainment, Inc., a Delaware corporation ("Pinnacle"), PNK...Agreement and Plan of Merger • April 24th, 2006 • Aztar Corp • Services-miscellaneous amusement & recreation
AMENDMENT NO. 1 TO LOAN AGREEMENT This Amendment No. 1 to Loan Agreement (this "Amendment"), dated as of May 28, 1998 is entered into with reference to the Second Amended and Restated Loan Agreement dated as of October 4, 1994, among Tropicana...Loan Agreement • August 11th, 1998 • Aztar Corp • Services-miscellaneous amusement & recreation • Nevada
RECITALSOption Agreement • March 9th, 1999 • Aztar Corp • Services-miscellaneous amusement & recreation
by and amongAgreement and Plan of Merger • March 14th, 2006 • Aztar Corp • Services-miscellaneous amusement & recreation • Delaware
AMENDMENT NO. 6 TO AMENDED AND RESTATED REDUCING REVOLVING LOAN AGREEMENTRevolving Loan Agreement • July 11th, 2001 • Aztar Corp • Services-miscellaneous amusement & recreation
Exhibit 4.5 Aztar Corporation 9% Senior Subordinated Notes due 2011 Exchange and Registration Rights AgreementAztar Corp • September 7th, 2001 • Services-miscellaneous amusement & recreation • New York
AMENDMENT NO. 4 TO AMENDED AND RESTATED REDUCING REVOLVING LOAN AGREEMENT This Amendment No. 4 to Amended and Restated Reducing Revolving Loan Agreement (this "Amendment") dated as of March 17, 2000 is entered into with reference to the Amended and...Reducing Revolving Loan Agreement • May 4th, 2000 • Aztar Corp • Services-miscellaneous amusement & recreation
AZTAR CORPORATION, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 2, 2004 7 ⅞% Senior Subordinated Notes due 2014 CROSS-REFERENCE TABLEAztar Corp • August 5th, 2004 • Services-miscellaneous amusement & recreation • New York
Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (c) Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture
RECITALSCustody and Security Agreement • May 19th, 2006 • Aztar Corp • Services-miscellaneous amusement & recreation • Delaware
CONFORMED COPY] OPTION AGREEMENT OPTION AGREEMENT (this "Agreement") made this 2nd day of February, 1998, among Adamar of Nevada ("Purchaser"), a Nevada corporation, the parties designated on Exhibit A attached hereto and made a part hereof...Conformed Copy] Option Agreement Option Agreement • February 3rd, 1998 • Aztar Corp • Services-miscellaneous amusement & recreation • New York
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 24th, 2006 • Aztar Corp • Services-miscellaneous amusement & recreation
This Second Amendment to Amended and Restated Credit Agreement (this "Amendment") dated as of December 22, 2005, is entered into with reference to the Amended and Restated Credit Agreement dated as of July 22, 2004, (as amended, the "Credit Agreement"), among Aztar Corporation ("Borrower"), the Lenders party thereto and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. Borrower and the Administrative Agent, acting with the consent of the Required Lenders pursuant to Section 10.01 of the Credit Agreement, agree as follows: 1. Amendment to Letter of Credit Sublimit. The Letter of Credit Sublimit set forth in the Credit Agreement is hereby increased from $50,000,000 to $75,000,000. 2. Conditions Precedent. The effectiveness of this Amendment shall be conditioned upon the receipt by the Administrative Agent of all of the following, each properly executed by a Resp
6.1 Payment of Subordinated Obligations 6.2 Disposition of Property 6.3 Mergers 6.4 Hostile Acquisitions 6.5 Distributions 6.6 ERISA 6.7 Change in Nature of Business 6.8 Liens and Negative Pledges 6.9 Indebtedness and Guaranty Obligations 6.10...Reducing Revolving Loan Agreement • August 11th, 1998 • Aztar Corp • Services-miscellaneous amusement & recreation • California
February 25, 1998 Robert M. Haddock Executive Vice President and Chief Financial Officer Aztar Corporation 2390 East Camelback Road, Suite 400 Phoenix, Arizona 85016 Dear Mr. Haddock: By letter agreement dated July 6, 1995 (the "Severance Agreement"),...Aztar Corp • May 13th, 1998 • Services-miscellaneous amusement & recreation
AMENDMENT NO. 8 TO AMENDED AND RESTATED REDUCING REVOLVING LOAN AGREEMENTReducing Revolving Loan Agreement • August 13th, 2003 • Aztar Corp • Services-miscellaneous amusement & recreation
This Amendment No. 8 to Amended and Restated Reducing Revolving Loan Agreement (this "Amendment") dated as of June 13, 2003 is entered into with reference to the Amended and Restated Reducing Revolving Loan Agreement dated as of May 28, 1998 among Aztar Corporation ("Borrower"), the Lenders party thereto and Bank of America, N.A. (under its former name, Bank of America National Trust and Savings Association), as Administrative Agent (as amended, the "Loan Agreement"). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. Borrower and the Administrative Agent, acting with the consent of the Requisite Lenders pursuant to Section 11.2 of the Loan Agreement, agree as follows: 1. Amendment to Section 6.5. Clause (b) of Section 6.5 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:
AZTAR CORPORATION 2390 East Camelback Road, Suite 400 Phoenix, Arizona 85016 February 16, 2006Aztar Corp • May 2nd, 2006 • Services-miscellaneous amusement & recreation
Mr. Nelson W. Armstrong, Jr. Vice President, Administration and Secretary Aztar Corporation 2390 East Camelback Road, Suite 400 Phoenix, Arizona 85016 Dear Mr. Armstrong: Referring to your severance letter agreement with Aztar Corporation (the "Corporation") dated July 18, 1995 and amended March 24, 1998 and December 29, 2005 (the "Severance Agreement"), the Corporation, on February 7, 2006, agreed to amend Section 1. Term of Severance Agreement by replacing the last sentence with the following: As of February 7, 2006, the Term of the Severance Agreement shall extend to March 31, 2007. If this letter sets forth our agreement with respect to the amendment of your Severance Agreement, kindly sign and return to the Corporation the enclosed copy of this letter, which will then constitute our agreement on this subject and an amendment of your Severance Agreement.
AZTAR CORPORATION NON-QUALIFIED OPTION TO PURCHASE STOCKAztar Corp • November 2nd, 2004 • Services-miscellaneous amusement & recreation
Number of Option Shares: _______________ Date of Grant: _______________ Expiration Date: ________________ Aztar Corporation, a Delaware corporation (the "Company"), pursuant to its 2004 Employee Stock Option and Incentive Plan (the "Plan), a copy of the Plan is attached hereto, and a copy of the Prospectus will be provided to you upon the Registration of the Stock, hereby grants to _____________ (the "Employee") a non-qualified option to purchase _______ shares of Common Stock of the Company, par value $0.01 per share ("Common Stock"), at a price of ______________________________________ per share, on the terms and subject to the conditions hereinafter set forth. Acceptance of this option will be deemed to be subject to the conditions hereinafter set forth. Acceptance of this option will be deemed to be agreement by the Employee to the terms and conditions set forth in this option and the Plan. Any capitalized terms used herein that are not otherwise defined shall have the me
ALLONGE TO MASTER NOTEMaster Note • March 7th, 2002 • Aztar Corp • Services-miscellaneous amusement & recreation
THIS ALLONGE TO MASTER NOTE ("Allonge") dated as of June 29, 2001, is executed by TROPICANA ENTERPRISES, a Nevada general partnership ("Borrower"), in favor of BANK OF AMERICA, N.A. (formerly known as BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION), as Administrative Agent ("Administrative Agent") for the Banks referred to in the Note described below, in connection with that certain Master Note dated May 28, 1998, executed by Borrower to the order of Administrative Agent in the original principal amount of Sixty-Two Million Two Hundred Seventy-Eight Thousand Four Hundred Thirty-Three and 79/100 Dollars ($62,278,433.79)(the "Note") and to which this Allonge is attached. This Allonge is incorporated into and made a part of the Note. Capitalized terms used herein and not otherwise defined shall have the meanings set forth for such terms in the Note. Section 3 of the Note is amended to read in full as follows:
February 25, 1998 Mr. Joe Cole Vice President, Corporate Communications Aztar Corporation 2390 East Camelback Road, Suite 400 Phoenix, Arizona 85016 Dear Mr. Cole: By letter agreement dated July 6, 1995 (the "Severance Agreement"), Aztar Corporation...Aztar Corp • May 13th, 1998 • Services-miscellaneous amusement & recreation
February 25, 1998 Mr. Meridith P. Sipek Controller Aztar Corporation 2390 East Camelback Road, Suite 400 Phoenix, Arizona 85016 Dear Mr. Sipek: By letter agreement dated July 6, 1995 (the "Severance Agreement"), Aztar Corporation (the "Corporation")...Aztar Corp • May 13th, 1998 • Services-miscellaneous amusement & recreation
AMENDMENT NO. 5 TO AMENDED AND RESTATED REDUCING REVOLVING LOAN AGREEMENTReducing Revolving Loan Agreement • November 3rd, 2000 • Aztar Corp • Services-miscellaneous amusement & recreation
This Amendment No. 5 to Amended and Restated Reducing Revolving Loan Agreement (this "Amendment") dated as of October 11, 2000 is entered into with reference to the Amended and Restated Reducing Revolving Loan Agreement dated as of May 28, 1998 among Aztar Corporation ("Borrower"), the Banks party thereto, Bankers Trust Company and Societe Generale, as Documentation Agents, Bank of Scotland, Credit Lyonnais Los Angeles Branch and PNC Bank, National Association, as Co-Agents, and Bank of America, N.A. (under its former name, Bank of America National Trust and Savings Association), as Administrative Agent (the "Loan Agreement"). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. 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: 1. Increase to Permitted Distributions - Section 6.5. Section 6.5(d) of the Loan
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 2nd, 2006 • Aztar Corp • Services-miscellaneous amusement & recreation
This Third Amendment to Amended and Restated Credit Agreement (this "Amendment") dated as of May 18, 2006, is entered into with reference to the Amended and Restated Credit Agreement dated as of July 22, 2004, (as amended, the "Credit Agreement"), among Aztar Corporation ("Borrower"), the Lenders party thereto and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. Borrower and the Administrative Agent, acting with the consent of the Required Lenders pursuant to Section 10.01 of the Credit Agreement, agree as follows:
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 24th, 2006 • Aztar Corp • Services-miscellaneous amusement & recreation
This First Amendment to Amended and Restated Credit Agreement (this "Amendment") dated as of November 18, 2005 is entered into with reference to the Amended and Restated Credit Agreement dated as of July 22, 2004 among Aztar Corporation ("Borrower"), the Lenders party thereto and Bank of America, N.A., as Administrative Agent (as amended, the "Credit Agreement"). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. Borrower and the Administrative Agent, acting with the consent of the Required Lenders pursuant to Section 10.01 of the Credit Agreement, agree as follows: 1. Amendment to Maximum Aggregate Amount of Investments and Capital Expenditures in New Subsidiaries. Section 7.02(f)(ii) of the Credit Agreement is hereby amended to read as follows:
TERM LOAN AGREEMENT Dated as of May 28, 1998 among AZTAR CORPORATION THE LENDERS HEREIN NAMED and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent TABLE OF CONTENTS Article 1 DEFINITIONS AND ACCOUNTING TERMS 2 1.1...Term Loan Agreement • August 11th, 1998 • Aztar Corp • Services-miscellaneous amusement & recreation • California
AZTAR CORPORATION NONQUALIFIED RETIREMENT PLAN TRUST Between AZTAR CORPORATION And STATE STREET BANK AND TRUST COMPANY AZTAR CORPORATION NONQUALIFIED RETIREMENT PLAN TRUSTNonqualified Retirement Plan Trust • February 27th, 2003 • Aztar Corp • Services-miscellaneous amusement & recreation • Massachusetts
THIS AGREEMENT (the "Trust Agreement") is made as of the 3d day of January 2003, by and between Aztar Corporation, a corporation having its principal office at 2390 East Camelback Road, Suite 400, Phoenix, Arizona 85016 (the "Company") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office at 225 Franklin Street, Boston, Massachusetts 02110 (the "Trustee").
February 25, 1998 Mr. Nelson W. Armstrong, Jr. Vice President, Administration and Secretary Aztar Corporation 2390 East Camelback Road, Suite 400 Phoenix, Arizona 85016 Dear Mr. Armstrong: By letter agreement dated July 6, 1995 (the "Severance...Aztar Corp • May 13th, 1998 • Services-miscellaneous amusement & recreation
February 25, 1998 Mr. Paul E. Rubeli Chairman of the Board, President and Chief Executive Officer Aztar Corporation 2390 East Camelback Road, Suite 400 Phoenix, Arizona 85016 Dear Mr. Rubeli: By letter agreement dated July 6, 1995 (the "Severance...Aztar Corp • May 13th, 1998 • Services-miscellaneous amusement & recreation
ContractAztar Corp • March 1st, 2005 • Services-miscellaneous amusement & recreation
February 28, 2005 Mr. Paul E. Rubeli Chairman of the Board and CEO Aztar Corporation 2390 E. Camelback Road Suite 400 Phoenix, Arizona 85016 Re: 409A Indemnification Mr. Rubeli, This Letter Agreement confirms the understanding between you and Aztar Corporation (the "Company") that, in the event that you incur any tax (the "409A Tax") under Section 409A of the Internal Revenue Code with respect to amounts paid or to be paid to you under the Aztar Corporation Nonqualified Retirement Plan for Senior Executives ("Plan IV") and pursuant to your individual deferred compensation agreement with the Company, dated December 1, 1983 (the "Deferred Compensation Agreement"), the Company shall pay to you an additional amount (the "Gross-Up Payment") such that the net amount of the Gross-Up payment retained by you, after payment of all applicable taxes thereon, will be equal to the amount of such 409A Tax. The indemnification provided to you pursuant to this Letter Agreement i
AMENDMENT NO. 10 TO AMENDED AND RESTATED REDUCING REVOLVING LOAN AGREEMENTReducing Revolving Loan Agreement • August 5th, 2004 • Aztar Corp • Services-miscellaneous amusement & recreation
This Amendment No. 10 to Amended and Restated Reducing Revolving Loan Agreement (this "Amendment") dated as of May 25, 2004 is entered into with reference to the Amended and Restated Reducing Revolving Loan Agreement dated as of May 28, 1998 among Aztar Corporation ("Borrower"), the Lenders party thereto and Bank of America, N.A. (under its former name, Bank of America National Trust and Savings Association), as Administrative Agent (as amended, the "Loan Agreement"). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. Borrower and the Administrative Agent, acting with the consent of the Requisite Lenders pursuant to Section 11.2 of the Loan Agreement, agree as follows: 1. Amendment to definition of "New Subordinated Debt". Section 1.1 of the Loan Agreement is hereby amended so that the definition of "New Subordinated Debt" reads in full as follows (with the understanding that the amendment to this definition will
