AGREEMENT AND PLAN OF MERGER among PINNACLE ENTERTAINMENT, INC., PNK HOLDINGS, INC., PNK DEVELOPMENT 32, INC., and AMERISTAR CASINOS, INC. Dated as of December 20, 2012Merger Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 20, 2012, between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (“Parent”), PNK HOLDINGS, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“HoldCo”), PNK DEVELOPMENT 32, INC., a Nevada corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub”) and AMERISTAR CASINOS, INC., a Nevada corporation (the “Company”).
PINNACLE ENTERTAINMENT, INC. DIRECTOR STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2015 Equity and Performance Incentive Plan)Stock Option Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
THIS STOCK OPTION AGREEMENT (together with the above grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and the individual (the “Optionee”) set forth on the Grant Notice.
PINNACLE ENTERTAINMENT, INC. DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT (2015 Equity and Performance Incentive Plan)Restricted Stock Unit Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (together with the above grant notice (the “Grant Notice”), this “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between the Company, and the individual (the “Grantee”) set forth on the Grant Notice.
PINNACLE ENTERTAINMENT, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of August 1, 2008, by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Carlos Ruisanchez (“Optionee”).
PINNACLE ENTERTAINMENT, INC. EXECUTIVE AND TEAM MEMBER STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2016 Equity and Performance Incentive Plan)Stock Option Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
Congratulations! As a key leader in our business, you are in a position to have significant influence on the outcomes that affect our guests and Pinnacle Entertainment, Inc. (the “Company” or “Pinnacle”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purchase shares of the Company’s common stock. This award is subject to the terms and conditions of the Pinnacle Entertainment, Inc. 2016 Equity and Performance Incentive Plan, this Grant Notice, and the following Stock Option Agreement. The details of this award are indicated below.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
This Indemnification Agreement (“Agreement”) is made as of [DATE], between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”) and [NAME], a director, officer, or employee of the Company (the “Indemnitee”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of February 1, 2013 (the “Effective Date”), between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (“Parent”), PNK HOLDINGS, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“HoldCo”), PNK DEVELOPMENT 32, INC., a Nevada corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub”) and AMERISTAR CASINOS, INC., a Nevada corporation (the “Company”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
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 • March 17th, 2016 • PNK 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”).
PINNACLE ENTERTAINMENT, INC. EXECUTIVE AND TEAM MEMBER OTHER STOCK UNIT AWARD GRANT NOTICE AND AGREEMENT (2016 Equity and Performance Incentive Plan)Other Stock Unit Award Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
Congratulations! I am pleased to inform you that, in recognition of the role you play in the collective success of Pinnacle Entertainment, Inc. (the “Company” or “Pinnacle”), you have been granted an Other Stock Unit Award. This award is subject to the terms and conditions of the 2016 Equity and Performance Incentive Plan (the “Plan”), this Grant Notice, and the following Other Stock Unit Award Agreement. The details of this award are indicated below.
THIRD AMENDMENT TO EQUITY INTEREST PURCHASE AGREEMENT, WAIVER AND ACKNOWLEDGEMENTEquity Interest Purchase Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
This Third Amendment to Equity Interest Purchase Agreement, Waiver and Acknowledgement dated as of March 31, 2014 (this “Amendment”) is among Tropicana St. Louis LLC, a Delaware limited liability company (“Buyer”), Pinnacle Entertainment, Inc., a Delaware corporation (“Parent”), Casino Magic, LLC, a Minnesota limited liability company (“Holdco”, together with Parent, “Sellers”), and Casino One Corporation, a Mississippi corporation (“Target”), PNK (ES), LLC, a Delaware limited liability company (“ES”), PNK (ST. LOUIS RE), LLC, a Delaware limited liability company (“RE”), and PNK (STLH), LLC, a Delaware limited liability company (“STLH”, and together with ES, RE and Target, hereafter collectively referred to as the “Companies,” and any one of them individually as a “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Purchase Agreement.
DIRECTOR OTHER STOCK UNIT AWARD GRANT NOTICE AND AWARD AGREEMENTOther Stock Unit Award Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
THIS OTHER STOCK UNIT AWARD AGREEMENT (together with the above grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Pinnacle Entertainment, Inc. (the “Company”) and the individual (the “Grantee”) set forth on the Grant Notice.
Pinnacle Entertainment, Inc. Ameristar Lake Charles Holdings, LLC Ameristar Casino Lake Charles, LLC Las Vegas, Nevada 89148Membership Interests Purchase Agreement • March 17th, 2016 • PNK 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. (“Buyer”), Pinnacle Entertainment, Inc. (“Parent”), Ameristar Lake Charles Holdings, LLC (the “Member”), and Ameristar Casino Lake Charles, LLC (the “Company”), 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.
THIRD AMENDMENT TO MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Texas
This Transitional Services Agreement (together with the Schedules hereto, this “Agreement”) is made as of the 21st day of November, 2013 (the “Effective Date”), by and between Pinnacle Entertainment, Inc., a Delaware corporation (“Pinnacle”), and GNLC Holdings, Inc., a Louisiana corporation (“Buyer”). Pinnacle and Buyer may hereafter be referred to individually as a “Party” and collectively as the “Parties.”
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 • March 17th, 2016 • PNK 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.
SECOND AMENDMENT TO EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
This Second Amendment to Equity Interest Purchase Agreement dated as of March 31, 2014 (this “Amendment”) is among Tropicana St. Louis LLC, a Delaware limited liability company (“Buyer”), Pinnacle Entertainment, Inc., a Delaware corporation (“Parent”), Casino Magic, LLC, a Minnesota limited liability company (“Holdco”, together with Parent, “Sellers”), and Casino One Corporation, a Mississippi corporation (“Target”), PNK (ES), LLC, a Delaware limited liability company (“ES”), PNK (ST. LOUIS RE), LLC, a Delaware limited liability company (“RE”), and PNK (STLH), LLC, a Delaware limited liability company (“STLH”, and together with ES, RE and Target, hereafter collectively referred to as the “Companies,” and any one of them individually as a “Company”). Capitalized terms used but not defined herein have the respective meanings assigned to them in the Purchase Agreement.
MODIFIED LOCAL DEVELOPMENT AGREEMENTLocal Development Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Indiana
THIS MODIFIED LOCAL DEVELOPMENT AGREEMENT (this “Modified Agreement”) is made effective, as of the Effective Date, pursuant to and in accordance with the Authorizing Resolution.
PINNACLE ENTERTAINMENT, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
THIS RESTRICTED STOCK AGREEMENT (together with the attached grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and the individual (the “Grantee”) set forth on the Grant Notice.
PINNACLE ENTERTAINMENT, INC. DIRECTOR OTHER STOCK UNIT AWARD GRANT NOTICE AND AGREEMENT (2016 Equity and Performance Incentive Plan)Other Stock Unit Award Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
THIS OTHER STOCK UNIT AWARD AGREEMENT (together with the above grant notice (the “Grant Notice”), this “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between the Company, and the individual (the “Grantee”) set forth on the Grant Notice.
EQUITY INTEREST PURCHASE AGREEMENT dated as of August 16, 2013 by and among TROPICANA ST. LOUIS LLC, as Buyer CASINO ONE CORPORATION, as Target, PNK (ES), LLC, as ES, PNK (ST. LOUIS RE), LLC, as RE, PNK (STLH), LLC, as STLH, and CASINO MAGIC, LLC,...Equity Interest Purchase Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
THIS EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 16, 2013 (the “Effective Date”), by and among Tropicana St. Louis LLC, a Delaware limited liability company (“Buyer”), Pinnacle Entertainment, Inc., a Delaware corporation (“Parent”), Casino Magic, LLC, a Minnesota limited liability company (“Holdco”, together with Parent, “Sellers”), and Casino One Corporation, a Mississippi corporation (“Target”), PNK (ES), LLC, a Delaware limited liability company (“ES”), and PNK (ST. LOUIS RE), LLC, a Delaware limited liability company (“RE”), and PNK (STLH), LLC, a Delaware limited liability company (“STLH”, and together with ES, RE and Target, hereafter collectively referred to as the “Companies,” and any one of them individually as a “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 13.1 hereof.
Pinnacle Entertainment, Inc. Ameristar Lake Charles Holdings, LLC Ameristar Casino Lake Charles, LLC Las Vegas, Nevada 89148Membership Interests Purchase Agreement • March 17th, 2016 • PNK 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.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made this 18th day of December, 2014, effective as of January 1, 2015 (the “Effective Date”), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and Virginia E. Shanks, an individual (“Executive”), with respect to the following facts and circumstances:
SECOND AMENDED AND RESTATED EXCURSION BOAT SPONSORSHIP AND OPERATIONS AGREEMENTExcursion Boat Sponsorship and Operations Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Iowa
THIS SECOND AMENDED AND RESTATED EXCURSION BOAT SPONSORSHIP AND OPERATIONS AGREEMENT (the “Agreement”) is made and entered into as of the 18th day of November, 2004, by and between Iowa West Racing Association (hereinafter referred to as “Iowa West”), an Iowa nonprofit corporation, and Ameristar Casino Council Bluffs, Inc. (hereinafter referred to as “Ameristar”), an Iowa corporation.
Pinnacle Letterhead]Equity Interest Purchase Agreement • March 17th, 2016 • PNK 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.
AMENDMENT TO SECOND AMENDED AND RESTATED EXCURSION BOAT SPONSORSHIP AND OPERATIONS AGREEMENTExcursion Boat Sponsorship and Operations Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Iowa
THIS AMENDMENT TO SECOND AMENDED AND RESTATED EXCURSION BOAT SPONSORSHIP AND OPERATIONS AGREEMENT (“Amendment”) is made and entered into this 16th day of February, 2010, by and between Iowa West Racing Association, an Iowa nonprofit corporation (hereinafter referred to as “Iowa West”), and Ameristar Casino Council Bluffs, Inc., an Iowa corporation (hereinafter referred to as “Ameristar”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made this 21st day of December, 2015, effective as of January 1, 2016 (the “Effective Date”), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and Neil E. Walkoff, an individual (“Executive”), with respect to the following facts and circumstances:
Pinnacle Letterhead]Membership Interests Purchase Agreement • March 17th, 2016 • PNK 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.
UNITED STATES OF AMERICA BEFORE FEDERAL TRADE COMMISSIONConsent Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
This Agreement Containing Consent Orders (“Consent Agreement”), by and between Pinnacle Entertainment, Inc. (“Pinnacle”), and Ameristar Casinos, Inc. (“Ameristar”) (Pinnacle and Ameristar hereinafter collectively referred to as, “Respondents”) by their duly authorized officers and attorneys, and counsel for the Federal Trade Commission (“Commission”), is entered into in accordance with the Commission’s Rules governing consent order procedures. In accordance therewith,
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made this 21st day of December, 2015, effective as of January 1, 2016 (the “Effective Date”), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and Anthony M. Sanfilippo, an individual (“Executive”), with respect to the following facts and circumstances:
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made this 21st day of December, 2015, effective as of January 1, 2016 (the “Effective Date”), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and Virginia E. Shanks, an individual (“Executive”), with respect to the following facts and circumstances:
PERFORMANCE UNIT GRANT NOTICE AND AWARD AGREEMENTPerformance Unit Grant Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
Congratulations! As a key leader in our business, you are in a position to have significant influence on the outcomes that affect our guests and Pinnacle Entertainment, Inc. (the “Company” or “Pinnacle”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted Performance Units. This award is subject to the terms and conditions of the 2005 Equity and Performance Incentive Plan, as amended and restated, this Grant Notice and the Performance Unit Award Agreement, which are in all events the governing documents for your Award. The details of this Award are indicated below.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made this 16th day of December, 2014, effective as of January 1, 2015 (the “Effective Date”), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and Carlos A. Ruisanchez, an individual (“Executive”), with respect to the following facts and circumstances:
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is entered into as of March 14, 2013 (the “Effective Date”), between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (“Parent”), PNK HOLDINGS, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“HoldCo”), PNK DEVELOPMENT 32, INC., a Nevada corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub”) and AMERISTAR CASINOS, INC., a Nevada corporation (the “Company”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made this 16th day of December, 2014, effective as of January 1, 2015 (the “Effective Date”), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and Anthony M. Sanfilippo, an individual (“Executive”), with respect to the following facts and circumstances:
STATE OF LOUISIANA COMMERCIAL LEASECommercial Lease • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Louisiana
This lease will become binding on LESSOR only after execution by LESSOR and delivery to LESSEE. Deposit of LESSEE’S first rental payment into any account of LESSOR does not constitute acceptance of this lease by LESSOR.
