Pinnacle Entertainment, Inc. Ameristar Lake Charles Holdings, LLC Ameristar Casino Lake Charles, LLC Las Vegas, Nevada 89148
EXHIBIT 2.11
Pinnacle Entertainment, Inc.
Ameristar Lake Xxxxxxx Holdings, LLC
Ameristar Casino Lake Xxxxxxx, LLC
0000 Xxxxxxx Xxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
September 19, 2013
GNLC Holdings, Inc.
c/o Landry’s Inc.
0000 Xxxx Xxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
Re: Amendment to Membership Interests Purchase Agreement
Reference is hereby made to that certain Membership Interests Purchase Agreement (the “Agreement”) dated as of July 24, 2013, by and among GNLC Holdings, Inc., Pinnacle Entertainment, Inc., Ameristar Casino Lake Xxxxxxx, LLC, and Ameristar Lake Xxxxxxx Holdings, LLC, as amended prior to the date hereof. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Agreement.
1. Amendment and Restatement of Section 6.20. The parties hereby agree that Section 6.20 is hereby amended and restated in its entirety to read as follows: “Cooperation with Respect to Audited Balance Sheet. The Member and the Company will reasonably cooperate with Buyer in connection with the preparation of an audited balance sheet of the Company as of June 30, 2013, which audit shall be performed by an auditor selected by Buyer; it being understood that no representation or warranty is made that GAAP-compliant financial statements for the Company exist for the period prior to July 16, 2012. The cost of such audit shall be paid by Parent and included in Member Costs.”
2. Amendment to Section 7.4. The parties hereby agree that the phrase “and the documents to be delivered under Section 6.20” shall be deleted from Section 7.4 of the Purchase Agreement.
2. No Other Modification. The parties acknowledge and agree that the Agreement is being amended only as stated herein and, except as expressly provided herein, the Agreement shall remain in full force and effect in accordance with its terms and conditions.
3. Miscellaneous. The provisions of Article XI of the Agreement are incorporated herein by this reference and shall apply to this letter agreement as if set forth in full herein.
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Please evidence your agreement to the foregoing terms by delivering an executed copy of this letter agreement to us. Thank you.
| PINNACLE ENTERTAINMENT, INC. | ||
| By: /s/ Xxxxxx X. Xxxxxxxxxx | ||
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: President and | ||
| Chief Financial Officer | ||
| AMERISTAR LAKE XXXXXXX HOLDINGS, LLC | ||
| By: /s/ Xxxxxx X. Xxxxxxxxxx | ||
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Sole Manager | ||
| AMERISTAR CASINO LAKE XXXXXXX, LLC | ||
| By: Ameristar Lake Xxxxxxx Holdings, LLC, | ||
| its sole member |
||
| By: /s/ Xxxxxx X. Xxxxxxxxxx | ||
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Sole Manager | ||
Accepted and agreed as of the date first written above:
| GNLC HOLDINGS, INC. | ||
| By: | /s/ Xxxxxx X. Schienthal | |
| Name: | Xxxxxx X. Schienthal | |
| Title: | V.P. | |
