AGREEMENT AND PLAN OF MERGER by and among PINNACLE ENTERTAINMENT, INC., PNK DEVELOPMENT 1, INC., and AZTAR CORPORATION Dated as of March 13, 2006Agreement and Plan of Merger • March 16th, 2006 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 13, 2006 (this “Agreement”), by and among Pinnacle Entertainment, Inc., a Delaware corporation (“Pinnacle”), Aztar Corporation, a Delaware corporation (“Aztar”), and PNK Development 1, Inc., a Delaware corporation and a wholly owned subsidiary of Pinnacle (“Merger Sub”).
SECOND AMENDMENT TO REDEVELOPMENT AGREEMENTRedevelopment Agreement • March 16th, 2006 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation
THIS SECOND AMENDMENT TO REDEVELOPMENT AGREEMENT (the “Amendment”) is made as of this 21st day of July, 2005, by and between Land Clearance for Redevelopment Authority of the City of St. Louis (“LCRA”) and Pinnacle Entertainment, Inc., (“Redeveloper”).
RIVERBOAT CASINO SALE AND PURCHASE AGREEMENTRiverboat Casino Sale and Purchase Agreement • March 16th, 2006 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • Missouri
FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT AND FIRST AMENDMENT TO OPTION FOR GROUND LEASERedevelopment Agreement • March 16th, 2006 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT AND FIRST AMENDMENT TO OPTION FOR GROUND LEASE (“Amendment”) is made and entered into effective this 23rd day of December, 2004, by and between LAND CLEARANCE FOR REDEVELOPMENT AUTHORITY OF THE CITY OF ST. LOUIS (hereinafter the “LCRA”), a public body corporate and politic established pursuant to the Land Clearance for Redevelopment Authority Law of the State of Missouri, for itself and on behalf of the City of St. Louis, Missouri (hereinafter the “City”), a political subdivision of the State of Missouri, and PINNACLE ENTERTAINMENT, INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter the “Redeveloper”).
Pinnacle Entertainment Letterhead]Pinnacle Entertainment Inc • March 16th, 2006 • Services-miscellaneous amusement & recreation
February 24, 2006 President Casinos, Inc. President Riverboat Casinos-Missouri, Inc. St. Louis, MO 63102-2568Execution • March 16th, 2006 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation
This letter is being delivered to you simultaneously with the execution and delivery of a Riverboat Casino Sale and Purchase Agreement, dated the date of this letter, among Pinnacle Entertainment, Inc., as “Buyer,” President Casinos, Inc., as “Seller,” and President Riverboat Casinos-Missouri, Inc., as “Company” (the “Purchase Agreement”). Capitalized terms used in this letter, that are not defined in this letter, have the meanings given to them in the Purchase Agreement.
Second Amendment to Lease and Development Agreement Between St. Louis County Port Authority And Pinnacle Entertainment, Inc.Lease and Development Agreement • March 16th, 2006 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation
This SECOND AMENDMENT TO LEASE AND DEVELOPMENT AGREEMENT (“Amendment”) is made and entered into this 7th day of October, 2005 by and between the ST. LOUIS COUNTY PORT AUTHORITY, a public body corporate and politic of the State of Missouri (“Landlord”) and PINNACLE ENTERTAINMENT, INC., a Delaware corporation (“Tenant”).
