ACQUISITION AGREEMENT dated as of September 3, 2006 by and among PINNACLE ENTERTAINMENT, INC., ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC., ACE GAMING, LLC, AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP, AREP BOARDWALK PROPERTIES LLC, PSW...Acquisition Agreement • September 8th, 2006 • American Real Estate Partners L P • Operators of nonresidential buildings • Delaware
THIS ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2006, by and among Pinnacle Entertainment, Inc., a Delaware corporation (“Buyer”), Atlantic Coast Entertainment Holdings, Inc., a Delaware corporation (“ACE Hi”), ACE Gaming, LLC, a New Jersey limited liability company and wholly-owned subsidiary of ACE Hi (“ACE Lo” and, together with ACE Hi, the “ACE Selling Parties”), American Real Estate Holdings Limited Partnership, a Delaware limited partnership (“AREH” and, together with ACE Hi, each a “Seller” and collectively, the “Sellers”), AREP Boardwalk Properties LLC, a Delaware limited liability company (“Boardwalk”), PSW Properties LLC, a Delaware limited liability company (“MLK I”), AREH MLK LLC, a Delaware limited liability company (“MLK II”), Mitre Associates LLC, a Delaware limited liability company (“MLK III” and, together with MLK I and MLK II, the “MLK Entities” and, together with Boardwalk, the “AREH Subs” and, together with ACE Lo, each a “
FOR FURTHER INFORMATION: Atlantic Coast Entertainment Holdings, Inc.: George Toth (President, The Sands)Purchase Agreement • September 8th, 2006 • American Real Estate Partners L P • Operators of nonresidential buildings
STOCKHOLDERS AGREEMENTStockholders Agreement • September 8th, 2006 • American Real Estate Partners L P • Operators of nonresidential buildings • Delaware
THIS STOCKHOLDERS AGREEMENT is made and entered into as of September 3, 2006 (this "Agreement") among Pinnacle Entertainment, Inc., a Delaware corporation ("Parent"), American Real Estate Holdings Limited Partnership, a Delaware limited partnership ("AREH"), and AREP Sands Holding, LLC, a Delaware limited liability company ("AREP Sands") (AREH and AREP Sands are each referred to herein as an "Icahn Affiliated Party" and, collectively, as the "Icahn Affiliated Parties").
