10,000,000 Shares PINNACLE ENTERTAINMENT, INC. Common Stock ($0.10 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • January 30th, 2004 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • New York
Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom Deutsche Bank Securities Inc. (“you” or “DBSI”) is acting as the representative (the “Representative”), an aggregate of 10,000,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.10 per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,500,000 additional shares (the “Option Shares”) of the Company’s Common Stock as set forth below.
OPERATING AGREEMENT of BOOMTOWN, LLC, a Delaware limited liability companyOperating Agreement • January 30th, 2004 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
This Operating Agreement (this “Agreement”) of Boomtown, LLC, a Delaware limited liability company (the “Company”), is adopted at Las Vegas, Nevada, effective as of November 4, 2003 (the “Effective Date”), by Pinnacle Entertainment, Inc., a Delaware corporation (the “Member”), which constitutes the sole member of the Company, with reference to the recitals set forth below:
