Ameristar Casinos Inc Sample Contracts

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. AMENDED AND RESTATED BYLAWS (effective as of August 13, 2013) (August 15th, 2013)
Ameristar Casinos Inc – CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AMERISTAR CASINOS, INC. (August 15th, 2013)

Pursuant to the provisions of Nevada Revised Statutes 78.390 and 78.403, the undersigned officer of Ameristar Casinos, Inc., a Nevada corporation, does hereby certify as follows:

Ameristar Casinos Inc – Ameristar Casinos, Inc. Announces Successful Completion of Consent Solicitation Relating to 7.50% Senior Notes due 2021 (April 3rd, 2013)

Ameristar received the requisite consents from holders of the Notes to the Waivers and Amendments prior to the Consent Solicitation’s expiration time of 5:00 p.m., New York City time, on April 2, 2013 (the “Expiration Time”). As a result, Ameristar, the subsidiary guarantors of Ameristar, and Wilmington Trust, National Association, as trustee, have entered into a Fourth Supplemental Indenture, dated as of April 2, 2013 (the “Supplemental Indenture”), to effect the Waivers and Amendments at the operative times and subject to the other terms and conditions set forth in the Supplemental Indenture. Upon the execution of the Supplemental Indenture, consents received from holders of the Notes became irrevocable under the terms of the Indenture.

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. Company CACTUS PETE’S, INC. AMERISTAR CASINO VICKSBURG, INC. AMERISTAR CASINO COUNCIL BLUFFS, INC. AMERISTAR CASINO LAS VEGAS, INC. AMERISTAR CASINOS FINANCING CORP. AMERISTAR CASINO ST. LOUIS, INC. AMERISTAR CASINO KANSAS CITY, INC. AMERISTAR CASINO ST. CHARLES, INC. AMERISTAR CASINO BLACK HAWK, INC. AMERISTAR EAST CHICAGO HOLDINGS, LLC AMERISTAR CASINO EAST CHICAGO, LLC AMERISTAR CASINO SPRINGFIELD, LLC AMERISTAR LAKE CHARLES HOLDINGS, LLC AMERISTAR CASINO LAKE CHARLES, LLC Guarantors WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to Wilmington Trust F (April 3rd, 2013)

WHEREAS, the Company and the guarantors party thereto have heretofore executed and delivered to the Trustee an indenture (as supplemented, the “Indenture”; capitalized terms used herein without definition having the meanings ascribed thereto in the Indenture), dated as of April 14, 2011, providing for the issuance of the Company’s 7.50% Senior Notes due 2021 (the “Notes”), as amended by (i) that Supplemental Indenture dated as of February 23, 2012, by and among the Company, the Guarantors party thereto and the Trustee, (ii) that Second Supplemental Indenture dated as of April 26, 2012, by and among the Company, the Guarantors party thereto and the Trustee and (iii) that Third Supplemental Indenture dated as of July 18, 2012, by and among the Company, the Guarantors party thereto and the Trustee;

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. Supplement No. 1, dated March 25, 2013, to Consent Solicitation Statement Solicitation of Consents to the Proposed Waivers and Amendments to the Indenture Relating to 7.50% Senior Notes due 2021 (CUSIP Nos. 03070QAN1 and 03070QAP6) (March 25th, 2013)

This Supplement No. 1 (this “Supplement”) to the Consent Solicitation Statement dated March 18, 2013 (the “Consent Solicitation Statement”), relating to a solicitation by Ameristar Casinos, Inc., a Nevada corporation (the “Company”), of Consents from Holders of the Company’s 7.50% Senior Notes due 2021 (the “Notes”), amends and supplements the Consent Solicitation Statement and the related Consent Letter dated March 18, 2013. Capitalized terms used but not defined in this Supplement have the respective meanings assigned to them in the Consent Solicitation Statement or the Indenture, as applicable.

Ameristar Casinos Inc – Ameristar Casinos, Inc. Announces Increase of Consent Fee, Extension of Expiration Time and Other Amendments to Consent Solicitation Relating to 7.50% Senior Notes due 2021 (March 25th, 2013)

Las Vegas, March 25, 2013 — Ameristar Casinos, Inc. (Nasdaq GS: ASCA) (“Ameristar”) announced today that, pursuant to a supplement dated March 25, 2013 (the “Supplement”) to the Consent Solicitation Statement dated March 18, 2012 (the “Consent Solicitation Statement”), at the request and expense of Pinnacle Entertainment, Inc. (“Pinnacle”), it has amended the terms of its previously announced consent solicitation (the “Consent Solicitation”) seeking consents from holders of the $1,040,000,000 outstanding principal amount of its 7.50% Senior Notes due 2021 (the “Notes”) for waivers (the “Proposed Waivers”) of and amendments (the “Proposed Amendments”) to certain provisions of the indenture governing the Notes (the “Indenture”).  Ameristar commenced the Consent Solicitation at the request and expense of Pinnacle in connection with the previously announced proposed merger between Ameristar and Pinnacle (the “Merger”).

Ameristar Casinos Inc – Ameristar Casinos, Inc. Announces Extension of Consent Solicitation Relating to 7.50% Senior Notes due 2021 (March 20th, 2013)

Las Vegas, March 20, 2013 — Ameristar Casinos, Inc. (Nasdaq GS: ASCA) (“Ameristar”) announced today that it is extending the expiration date of its previously announced consent solicitation (the “Consent Solicitation”) seeking consents from holders of the $1,040,000,000 outstanding principal amount of its 7.50% Senior Notes due 2021 (the “Notes”) for waivers (the “Proposed Waivers”) of and amendments (the “Proposed Amendments”) to certain provisions of the indenture governing the Notes.

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. Solicitation of Consents to the Proposed Waivers and Amendments to the Indenture Relating to 7.50% Senior Notes due 2021 (CUSIP Nos. 03070QAN1 and 03070QAP6) Consent Letter (to be used by DTC Participants only) Pursuant to the Consent Solicitation Statement, dated March 18, 2013 (March 18th, 2013)

This Consent Letter is to be used by Holders of outstanding 7.50% Senior Notes due 2021 (the “Notes”) of Ameristar Casinos, Inc., a Nevada corporation (the “Company”). The Consent Solicitation Statement is first being sent to Holders on or about March 18, 2013.

Ameristar Casinos Inc – Ameristar Casinos, Inc. Announces Consent Solicitation Relating to 7.50% Senior Notes due 2021 (March 18th, 2013)

Ameristar is undertaking the consent solicitation at the request and expense of Pinnacle Entertainment, Inc. (“Pinnacle”) pursuant to the agreement and plan of merger, by and among Ameristar, Pinnacle, PNK Holdings, Inc., a wholly-owned subsidiary of Pinnacle (“HoldCo”), and PNK Development 32, Inc., a wholly-owned subsidiary of HoldCo (“Merger Sub”), providing for the merger of Merger Sub with and into Ameristar (the “Planned Merger”), with Ameristar as the surviving corporation or, at the election of Pinnacle if the requisite consents to the Proposed Waivers and Proposed Amendments are received, the merger of HoldCo with and into Ameristar, with Ameristar as the surviving corporation (the “Alternative Merger”). If Pinnacle elects to proceed with the Alternative Merger, immediately or as promptly as practicable after consummation of the Alternative Merger, Ameristar will be merged with and into Pinnacle, with Pinnacle as the surviving corporation (the “Post-Effective Merger”).

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. Solicitation of Consents to the Proposed Waivers and Amendments to the Indenture Relating to 7.50% Senior Notes due 2021 (CUSIP Nos. 03070QAN1 and 03070QAP6) (March 18th, 2013)

This Consent Solicitation Statement contains important information that should be read carefully before any decision is made with respect to the Consent Solicitation. The following summary is provided solely for the convenience of the Holders.  This summary is not intended to be complete. Holders are urged to read the more detailed information set forth elsewhere in this Consent Solicitation Statement. The form of the Supplemental Indenture (which may be modified or supplemented prior to the execution thereof in a manner that would not require additional consents under the Indenture) to implement the Proposed Waivers and Amendments contemplated hereby is attached hereto as Annex I.

Ameristar Casinos Inc – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (February 1st, 2013)

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).

Ameristar Casinos Inc – 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, 2012 (December 21st, 2012)

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”).

Ameristar Casinos Inc – GROUND LEASE AGREEMENT (August 8th, 2012)
Ameristar Casinos Inc – THIRD SUPPLEMENTAL INDENTURE (August 8th, 2012)

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 18, 2012, among Ameristar Lake Charles Holdings, LLC, a Louisiana limited liability company (the “Ameristar Lake Charles”), a subsidiary of Ameristar Casinos, Inc., a Nevada corporation (the “Company”), Creative Casinos of Louisiana, L.L.C., a Louisiana limited liability company (“Creative Casinos”; and together with Ameristar Lake Charles, the “Guarantying Subsidiaries”), a subsidiary of Ameristar Lake Charles, the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB) as trustee under the Indenture referred to below (the “Trustee”).

Ameristar Casinos Inc – STATE OF LOUISIANA CREATIVE CASINOS PARISH OF CALCASIEU HEAD TAX SHARING AGREEMENT (August 8th, 2012)

BE IT KNOWN that, on the dates hereinafter set forth, before the undersigned Notaries Public, duly commissioned and qualified in and for their respective State and Parish/County, in the presence of the undersigned competent witnesses, personally came and appeared:

Ameristar Casinos Inc – GROUND LEASE AGREEMENT PARISH OF CALCASIEU : (July 20th, 2012)

This GROUND LEASE AGREEMENT (“Ground Lease”) is and effective as of July  18, 2012,(the “Effective Date”) by and between CREATIVE CASINOS OF LOUISIANA, L.L.C., a Louisiana limited liability company, whose address is 410 East College Street, Suite A, Lake Charles, LA  70605, appearing through its sole member, Ameristar Lake Charles Holdings, LLC, a Louisiana limited liability company represented by Peter C. Walsh, Manager, duly authorized (the “Tenant”), and LAKE CHARLES HARBOR & TERMINAL DISTRICT, a political subdivision of the State of Louisiana, located in Calcasieu Parish, Louisiana (the “District”).

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. RESTRICTED STOCK UNIT AGREEMENT (Form 2009-12/03(Non- Employee Directors)) (May 9th, 2012)

This letter agreement (the “Agreement”) sets forth the terms and conditions applicable to the Restricted Stock Units (“RSUs”) which have been granted to you by Ameristar Casinos, Inc., a Nevada corporation (the “Company”), pursuant to its 2009 Stock Incentive Plan (the “Plan”). Your award is subject to the terms and conditions set forth in the Plan and this Agreement. Capitalized terms used in this Agreement and not defined shall have the respective meanings set forth in the Plan.

Ameristar Casinos Inc – SUPPLEMENTAL INDENTURE (May 9th, 2012)

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 23, 2012, among Ameristar Casino Springfield, LLC, a Massachusetts limited liability company (the “Guarantying Subsidiary”), a subsidiary of Ameristar Casinos, Inc., a Nevada corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB) as trustee under the Indenture referred to below (the “Trustee”).

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Non-Qualified Stock Option Agreement Form 2009-12/03 (Outside Directors)) (May 9th, 2012)

THIS AGREEMENT is made as of the Date of Grant set forth above, between AMERISTAR CASINOS, INC., a Nevada corporation (hereinafter called the “Company”), and the optionee named above (hereinafter called the “Optionee”).

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. Company CACTUS PETE’S, INC. AMERISTAR CASINO VICKSBURG, INC. AMERISTAR CASINO COUNCIL BLUFFS, INC. AMERISTAR CASINO LAS VEGAS, INC. A.C. FOOD SERVICES, INC. AMERISTAR CASINO ST. LOUIS, INC. AMERISTAR CASINO KANSAS CITY, INC. AMERISTAR CASINO ST. CHARLES, INC. AMERISTAR CASINO BLACK HAWK, INC. AMERISTAR EAST CHICAGO HOLDINGS, LLC AMERISTAR CASINO EAST CHICAGO, LLC AMERISTAR CASINO SPRINGFIELD, LLC Guarantors 7.50% SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE Dated as of April 26, 2012 WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by Merger to Wilmington Tru (April 30th, 2012)

SECOND SUPPLEMENTAL INDENTURE dated as of April 26, 2012 (this “Supplemental Indenture”), among Ameristar Casinos, Inc., a Nevada corporation (the “Company”), the Guarantors, and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the “Trustee”).

Ameristar Casinos Inc – REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER AMERISTAR CASINOS, INC. (April 30th, 2012)
Ameristar Casinos Inc – AMENDED AND RESTATED BYLAWS OF AMERISTAR CASINOS, INC. Effective April 27, 2012 (April 30th, 2012)
Ameristar Casinos Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (April 17th, 2012)

FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 16, 2012 among AMERISTAR CASINOS, INC., a Nevada corporation (the “Borrower”), the various lenders party to the Credit Agreement referred to below (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (all capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement as defined below).

Ameristar Casinos Inc – MEMBERSHIP INTERESTS PURCHASE AGREEMENT dated as of March 14, 2012 among CREATIVE CASINOS OF LOUISIANA, L.L.C. as the Company CREATIVE CASINOS, LLC as the Member and AMERISTAR CASINOS, INC. as the Buyer (March 16th, 2012)

This Membership Interests Purchase Agreement dated as of March 14, 2012 (this “Agreement”) is among Ameristar Casinos, Inc., a Nevada corporation (“Buyer”), Creative Casinos of Louisiana, L.L.C., a Louisiana limited liability company (the “Company”), and Creative Casinos, LLC (the “Member”).  Capitalized terms used but not defined herein have the meanings assigned to them on Exhibit A.

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Non-Qualified Stock Option Agreement Form 2009--Performance Vesting T3) (February 28th, 2012)

THIS AGREEMENT is made as of the Date of Grant set forth above, between AMERISTAR CASINOS, INC., a Nevada corporation (hereinafter called the “Company”), and the optionee named above (hereinafter called the “Optionee”).

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Non-Qualified Stock Option Agreement Form 2009--Performance Vesting T1) (February 28th, 2012)

THIS AGREEMENT is made as of the Date of Grant set forth above, between AMERISTAR CASINOS, INC., a Nevada corporation (hereinafter called the “Company”), and the optionee named above (hereinafter called the “Optionee”).

Ameristar Casinos Inc – AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT (February 28th, 2012)

THIS AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT (this “Amendment”) is made and entered into as of October 28, 2011, by and between Ameristar Casinos, Inc., a Nevada corporation (the “Company”), and the person named in the cover memorandum to which this Amendment is attached (the “Grantee”).

Ameristar Casinos Inc – AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT (February 28th, 2012)

THIS AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT (this “Amendment”) is made and entered into as of October 28, 2011, by and between Ameristar Casinos, Inc., a Nevada corporation (the “Company”), and Gordon R. Kanofsky (the “Executive”).

Ameristar Casinos Inc – AMENDMENT NUMBER 4 TO EMPLOYMENT AGREEMENT (February 28th, 2012)

THIS AMENDMENT NUMBER 4 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of October 28, 2011, by and between Ameristar Casinos, Inc., a Nevada corporation (the “Employer”), and Thomas M. Steinbauer (the “Employee”).

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Non-Qualified Stock Option Agreement Form 2009-11/11 (Corp. SVPs and Above)) Name and Address of Optionee: Date of Grant: No. of Shares: Exercise Price: Vesting Schedule: shares on shares on shares on shares on Expiration Date: (February 28th, 2012)

THIS AGREEMENT is made as of the Date of Grant set forth above, between AMERISTAR CASINOS, INC., a Nevada corporation (hereinafter called the “Company”), and the optionee named above (hereinafter called the “Optionee”).

Ameristar Casinos Inc – SECOND AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT (February 28th, 2012)

THIS SECOND AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT (this “Amendment”) is made and entered into as of November 10, 2011, by and between Ameristar Casinos, Inc., a Nevada corporation (the “Company”), and the person named in the cover memorandum to which this Amendment is attached (the “Grantee”).

Ameristar Casinos Inc – AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT (February 28th, 2012)

THIS AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT (this “Amendment”) is made and entered into as of October 28, 2011, by and between Ameristar Casinos, Inc., a Nevada corporation (the “Company”), and the person named in the cover memorandum to which this Amendment is attached (the “Grantee”).

Ameristar Casinos Inc – AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (February 28th, 2012)

THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is made and entered into as of October 28, 2011, by and between Ameristar Casinos, Inc., a Nevada corporation (the “Company”), and the person named in the cover memorandum to which this Amendment is attached (the “Optionee”).

Ameristar Casinos Inc – AMERISTAR CASINOS, INC. CHANGE IN CONTROL SEVERANCE PLAN FOR DIRECTOR-LEVEL EMPLOYEES (February 28th, 2012)

1.1Name and Purpose of Plan. The name of this plan is the Ameristar Casinos, Inc. Change in Control Severance Plan for Director-Level Employees (the “Plan”). The purpose of the Plan is to provide compensation and benefits to Director-level employees of Ameristar Casinos, Inc. (the “Company”) and its subsidiaries upon certain Change in Control events.

Ameristar Casinos Inc – SECOND AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (February 28th, 2012)

THIS SECOND AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is made and entered into as of November 10, 2011, by and between Ameristar Casinos, Inc., a Nevada corporation (the “Company”), and the person named in the cover memorandum to which this Amendment is attached (the “Optionee”).