Exhibit (d)(8)
PH CASINO RESORTS, INC.
PINNACLE ACQUISITION CORPORATION
Xxxxxxx 00 & Xxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxx 00000
January 22, 2001
BY FACSIMILE: (000) 000-0000
-----------------------------
Pinnacle Entertainment, Inc.
000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
Re: Termination of Merger Agreement
-------------------------------
Dear Xx. Xxxxxx:
Reference is made to (i) the Agreement and Plan of Merger, dated as of
April 17, 2000 (the "Original Merger Agreement"), among PH Casino Resorts, Inc.,
a Delaware corporation ("PHCR"), Pinnacle Entertainment, Inc., a Delaware
corporation ("Pinnacle"), and Pinnacle Acquisition Corporation, a Delaware
corporation ("Pinnacle Acq Corp"), as amended by the letter agreement dated
August 22, 2000 (the "First Amendment") among PHCR, Pinnacle and Pinnacle Acq
Corp, and the Second Amendment to Agreement and Plan of Merger dated September
15, 2000 (the "Second Amendment" and, the Original Merger Agreement, as amended
by the First Amendment and the Second Amendment, the "Merger Agreement"), and
(ii) the notice, dated January 12, 2001, from Pinnacle Acq Corp to Pinnacle
electing an Outside Termination Date of January 31, 2001. Capitalized terms
used but not defined herein have the respective meanings ascribed to such terms
in the Merger Agreement.
Pinnacle Acq Corp hereby advises Pinnacle that Pinnacle Acq Corp does not
intend to extend the Outside Termination Date beyond January 31, 2001. Each of
Pinnacle, PHCR and Pinnacle Acq Corp acknowledges and agrees that the conditions
to Closing set forth in the Merger Agreement cannot be satisfied, and therefore
that the Effective Time will not occur, on or prior to January 31, 2001.
Accordingly, upon Pinnacle indicating its acknowledgement and agreement below,
the Merger Agreement shall be deemed to be terminated by the mutual written
consent of each of the parties to the Merger Agreement, effective as of the date
of this letter.
Pinnacle Entertainment, Inc.
Page 2
January 22, 2001
Each of Pinnacle and PHCR also acknowledges and agrees that pursuant
to Section 7.01 of the Voting and Contribution Agreement, dated as of April 17,
2000 (the "Voting Agreement"), by and among PHCR and the stockholders of
Pinnacle signatory thereto (the "Stockholders"), the Voting Agreement shall
terminate, without any further action on the part of PHCR or any of the
Stockholders, at the time of termination of the Merger Agreement. Each of
Pinnacle and PHCR further acknowledges and agrees that pursuant to Paragraph 1
of the Memorandum of Understanding dated April 17, 2000 (the "MOU") among PHCR
and the individuals listed on the signature pages thereto, the MOU shall
terminate and cease to be of effect upon the termination of the Merger
Agreement.
Very truly yours,
PH CASINO RESORTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President, Secretary and
Treasurer
PINNACLE ACQUISITION
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President, Secretary and
Treasurer
2
PINNACLE ENTERTAINMENT
January 22, 2001
PH Casino Resorts, Inc.
Pinnacle Acquisition Corporation
Xxxxxxx 00 xxx Xxxxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Gentlemen:
Reference is made to your letter dated January 22, 2001. This will confirm
our agreement and acknowledgement that the Merger Agreement (as defined in your
January 22, 2001 letter) is terminated by mutual written consent of each of the
parties as provided in Section 9.1(a) of the Merger Agreement.
PINNACLE ENTERTAINMENT, INC
By: /s/ Xxxxx Xxxxxx
----------------
Xxxxx Xxxxxx
Vice President & General Counsel
