MEMBERSHIP INTERESTS PURCHASE AGREEMENT dated as of July 24, 2013 among GNLC HOLDINGS, INC. as Buyer PINNACLE ENTERTAINMENT, INC. as Parent AMERISTAR CASINO LAKE CHARLES, LLC as the Company and AMERISTAR LAKE CHARLES HOLDINGS, LLC as the MemberMembership Interests Purchase Agreement • November 12th, 2013 • Pinnacle Entertainment Inc. • Hotels & motels • Nevada
This Membership Interests Purchase Agreement dated as of July 24, 2013 (this “Agreement”) is among GNLC Holdings, Inc., a Louisiana corporation (“Buyer”), on the one hand, and Pinnacle Entertainment, Inc., a Delaware corporation (“Parent”), and if they execute and deliver joinder signature pages to this Agreement, Ameristar Casino Lake Charles, LLC, a Louisiana limited liability company (the “Company”), and Ameristar Lake Charles Holdings, LLC, a Louisiana limited liability company (the “Member”), on the other hand. This Agreement shall be binding on Buyer and Parent upon execution and delivery of this Agreement by each of them, to the extent herein provided, and the rights and obligations of the Member and the Company hereunder shall only become effective if and when they become parties hereto. Capitalized terms used but not defined herein have the meanings assigned to them on Exhibit A.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 12th, 2013 • Pinnacle Entertainment Inc. • Hotels & motels • Nevada
This Separation Agreement (the “Separation Agreement”) is made as of this 26th day of August, 2013 by and among Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”) and Daniel P. Boudreaux (“Executive,” and together with the Company are referred to in this Separation Agreement collectively, as the “Parties”).
Pinnacle Letterhead]Membership Interests Purchase Agreement • November 12th, 2013 • Pinnacle Entertainment Inc. • Hotels & motels
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 Charles, LLC, and Ameristar Lake Charles Holdings, LLC. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Agreement.
Pinnacle Letterhead]Equity Interest Purchase Agreement • November 12th, 2013 • Pinnacle Entertainment Inc. • Hotels & motels
Reference is hereby made to that certain Equity Interest Purchase Agreement (the “Agreement”) dated as of August 16, 2013, by and among Tropicana St. Louis LLC, Pinnacle Entertainment, Inc., Casino Magic, LLC, and Casino One Corporation, PNK (ES), LLC, PNK (ST. LOUIS RE), LLC, and PNK (STLH), LLC. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Agreement.
Pinnacle Entertainment, Inc. Ameristar Lake Charles Holdings, LLC Ameristar Casino Lake Charles, LLC Las Vegas, Nevada 89148Membership Interests Purchase Agreement • November 12th, 2013 • Pinnacle Entertainment Inc. • Hotels & motels
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 Charles, LLC, and Ameristar Lake Charles 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.
