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, 2012Agreement and Plan of Merger • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Nevada
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionAGREEMENT 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”).
MASTER LEASEMaster Lease • April 28th, 2016 • PNK Entertainment, Inc. • Hotels & motels • New York
Contract Type FiledApril 28th, 2016 Company Industry JurisdictionThis MASTER LEASE (the “Master Lease”) is entered into as of April 28, 2016, by and among Pinnacle Entertainment, Inc. (together with its permitted successors and assigns, “Landlord”), and Pinnacle MLS, LLC (together with its permitted successors and assigns, “Tenant”).
REGISTRATION RIGHTS AGREEMENT Dated as of October 12, 2016 among PINNACLE ENTERTAINMENT, INC. And MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED GOLDMAN, SACHS & CO. FIFTH THIRD SECURITIES, INC. CREDIT AGRICOLE SECURITIES (USA) INC. DEUTSCHE BANK...Registration Rights Agreement • October 12th, 2016 • Pinnacle Entertainment, Inc. • Hotels & motels • New York
Contract Type FiledOctober 12th, 2016 Company Industry JurisdictionThis Registration Rights Agreement (this “Agreement”) is made and entered into as of October 12, 2016, by and among Pinnacle Entertainment, Inc. (f/k/a PNK Entertainment, Inc.), a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Fifth Third Securities, Inc., U.S. Bancorp Investments, Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers named in Schedule 1 attached to the Purchase Agreement (as defined below) (each such initial purchaser, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 5.625% Senior Notes due 2024 (the “Additional Notes”) pursuant to the Purchase Agreement (as defined below). The Additional Notes will be issued pursuant to that certain Indenture, dated as of April 28, 2016 (the “Base Indenture”), betwe
THIRD AMENDMENT TO MASTER LEASEMaster Lease • May 11th, 2017 • Pinnacle Entertainment, Inc. • Hotels & motels • New York
Contract Type FiledMay 11th, 2017 Company Industry JurisdictionTHIS THIRD AMENDMENT TO MASTER LEASE (this “Amendment”) is made and effective as of March 24, 2017 (the “Effective Date”), by and between GOLD MERGER SUB, LLC, a Delaware limited liability company, having an office at c/o Gaming and Leisure Properties, Inc., 845 Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania 19610, as landlord (together with its permitted successors and assigns, “Landlord”), and PINNACLE MLS, LLC, a Delaware limited liability company, having an office at 3980 Howard Hughes Parkway, Las Vegas, Nevada 89169, as tenant (together with its permitted successors and assigns, “Tenant”).
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
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionTHIS 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
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionTHIS 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”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 26th, 2016 • Pinnacle Entertainment, Inc. • Hotels & motels • Nevada
Contract Type FiledMay 26th, 2016 Company Industry JurisdictionThis Separation Agreement (the “Separation Agreement”) is made as of this 23rd day of May, 2016 by and among Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”) and John A. Godfrey (“Executive,” and together with the Company, the “Parties”).
PINNACLE ENTERTAINMENT, INC. DIRECTOR STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2016 Equity and Performance Incentive Plan)Director Stock Option Grant Notice and Option Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionTHIS 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.
TAX MATTERS AGREEMENT DATED AS OF JULY 20, 2015 BY AND AMONG PINNACLE ENTERTAINMENT, INC., AND GAMING AND LEISURE PROPERTIES, INC.Tax Matters Agreement • December 22nd, 2015 • PNK Entertainment, Inc.
Contract Type FiledDecember 22nd, 2015 CompanyTHIS 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.”
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN PNK ENTERTAINMENT, INC. PINNACLE ENTERTAINMENT, INC. AND, SOLELY WITH RESPECT TO Article VIII, GAMING AND LEISURE PROPERTIES, INC. Dated April 28, 2016Separation and Distribution Agreement • April 28th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
Contract Type FiledApril 28th, 2016 Company Industry JurisdictionThis SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 28, 2016 (this “Agreement”), is by and between PNK Entertainment, Inc., a Delaware corporation (“OpCo”), Pinnacle Entertainment, Inc., a Delaware corporation (“Pinnacle”), and, solely with respect to Article VIII, Gaming and Leisure Properties, Inc., a Pennsylvania corporation (“GLPI”).
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
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionCongratulations! 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.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN PNK ENTERTAINMENT, INC. AND PINNACLE ENTERTAINMENT, INC. Dated April 28, 2016Employee Matters Agreement • April 28th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
Contract Type FiledApril 28th, 2016 Company Industry JurisdictionThis EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of April 28, 2016 is by and between PNK Entertainment, Inc., a Delaware corporation (“OpCo”), and Pinnacle Entertainment, Inc., a Delaware corporation (“Pinnacle” and together with OpCo, the “Parties” and each a “Party”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionThis 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”).
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, 2015Agreement and Plan of Merger • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • New York
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionThis 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 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 1st, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
Contract Type FiledApril 1st, 2016 Company Industry JurisdictionThis Amendment No. 1, dated as of March 25, 2016 (this “Amendment”), to the Agreement and Plan of Merger (the “Agreement”), dated as of July 20, 2015, is by and among Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), Gaming and Leisure Properties, Inc., a Pennsylvania corporation (“Parent”), and Gold Merger Sub, LLC, a Delaware limited liability company (“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 1st, 2018 • Pinnacle Entertainment, Inc. • Hotels & motels • Delaware
Contract Type FiledMarch 1st, 2018 Company Industry JurisdictionCongratulations! 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
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionThis 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 AGREEMENTDirector Other Stock Unit Award Grant Notice and Award Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionTHIS 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
Contract Type FiledMarch 17th, 2016 Company IndustryReference 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
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionThis 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
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionThis 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.
CONSENT AGREEMENTConsent Agreement • December 20th, 2017 • Pinnacle Entertainment, Inc. • Hotels & motels • New York
Contract Type FiledDecember 20th, 2017 Company Industry JurisdictionTHIS CONSENT AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2017 (the “Effective Date”), by and among Gaming and Leisure Properties, Inc. (“GLPI”), Gold Merger Sub, LLC, a Delaware limited liability company (“Pinnacle Landlord”), PA Meadows, LLC, a Delaware limited liability company, a wholly owned subsidiary of GLPI (together with its wholly owned subsidiaries, WTA II, Inc. and CCR Pennsylvania Racing, Inc., “Meadows Landlord”), Penn National Gaming, Inc., a Pennsylvania corporation (“Penn”), PNK Development 33, LLC, a Delaware limited liability company and wholly owned subsidiary of Pinnacle (“Meadows Tenant”), Pinnacle Entertainment, Inc. (“Pinnacle”) and Pinnacle MLS, LLC, a Delaware limited liability company and wholly owned subsidiary of Pinnacle (“Pinnacle Tenant”). Each of foregoing persons is referred to individually as a “Party” and collectively as the “Parties”. Unless otherwise specified herein, capitalized terms used herein and not otherwise defin
PINNACLE ENTERTAINMENT, INC. EXECUTIVE AND TEAM MEMBER RESTRICTED STOCK AWARD GRANT NOTICE AND AGREEMENT (2016 Equity and Performance Incentive Plan)Restricted Stock Award Agreement • March 1st, 2018 • Pinnacle Entertainment, Inc. • Hotels & motels • Delaware
Contract Type FiledMarch 1st, 2018 Company Industry JurisdictionCongratulations! 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 a Restricted Stock 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 Restricted Stock Award Agreement. The details of this award are indicated below.
SECOND AMENDMENT TO EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionThis 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 AGREEMENTModified Local Development Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Indiana
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionTHIS 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
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionTHIS 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 • August 7th, 2018 • Pinnacle Entertainment, Inc. • Hotels & motels • Delaware
Contract Type FiledAugust 7th, 2018 Company Industry JurisdictionTHIS 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.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
Contract Type FiledMarch 17th, 2016 Company IndustryThis 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).
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
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionTHIS 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.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2016 • Pinnacle Entertainment, Inc. • Hotels & motels
Contract Type FiledDecember 16th, 2016 Company IndustryTHIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”) is made this 15th day of December, 2016, effective as of January 1, 2017 (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 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
Contract Type FiledMarch 17th, 2016 Company IndustryReference 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.
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2017 • Pinnacle Entertainment, Inc. • Hotels & motels
Contract Type FiledDecember 12th, 2017 Company IndustryTHIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (“Fourth Amendment”) is made the 11th day of December, 2017 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:
PINNACLE ENTERTAINMENT, INC. DIRECTOR STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2015 Equity and Performance Incentive Plan)Notice and Option Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionTHIS 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.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
Contract Type FiledMarch 17th, 2016 Company IndustryTHIS 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 AGREEMENTSponsorship and Operations Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Iowa
Contract Type FiledMarch 17th, 2016 Company Industry JurisdictionTHIS 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.