TAX MATTERS AGREEMENT DATED AS OF JULY 20, 2015 BY AND AMONG PINNACLE ENTERTAINMENT, INC., AND GAMING AND LEISURE PROPERTIES, INC.Tax Matters Agreement • July 23rd, 2015 • Pinnacle Entertainment Inc. • Hotels & motels
THIS TAX MATTERS AGREEMENT, dated as of July 20, 2015 (this “Agreement”), is by and among Pinnacle Entertainment, Inc., a Delaware corporation (“Pinnacle”) and Gaming and Leisure Properties, Inc., a Pennsylvania corporation (“GLPI”). Each of OpCo (as defined below), Pinnacle, and GLPI is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among PINNACLE ENTERTAINMENT, INC. GAMING AND LEISURE PROPERTIES, INC. and GOLD MERGER SUB, LLC Dated as of July 20, 2015Merger Agreement • July 23rd, 2015 • Pinnacle Entertainment Inc. • Hotels & motels • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 20, 2015, is by and among Pinnacle Entertainment, Inc., a Delaware corporation (the “Company” or “Pinnacle”), Gaming and Leisure Properties, Inc., a Pennsylvania corporation (“Parent”), and Gold Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • July 23rd, 2015 • Pinnacle Entertainment Inc. • Hotels & motels • Delaware
THIS AMENDMENT NO. 1, dated as of July 20, 2015 (this “Amendment”), amends the Amended and Restated Rights Agreement, dated as of March 13, 2015, (the “Agreement”), by and between PINNACLE ENTERTAINMENT, INC. (the “Company”), a Delaware corporation, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
