Exhibit 10.2






Exhibit 10.2




MEMORANDUM OF UNDERSTANDING




The following memorandum of understanding is entered into by and between Pinnacle
Entertainment, Inc. (“Pinnacle”) and RSUI Indemnity Company (“RSUI”). The “Effective Date” of this
agreement is February 3, 2010. Pinnacle and RSUI each hereby agree as follows:




	 	1.	 	RSUI agrees to pay the sum of $23,400,000.00 (the “Settlement Payment”) to
Pinnacle within ten (10) days of the Effective Date. The Settlement Payment shall be
made via wire transfer, as directed by Pinnacle. The Settlement Payment is in
addition to RSUI’s prior payment of $2,017,908.






	 	2.	 	Upon payment of the Settlement Payment, Pinnacle and RSUI will mutually
release all claims known or unknown (including section 1542 waivers, any alleged bad
faith, any alleged violations of the Nevada Revised Statutes 686.310, and
reimbursement of any amounts paid by RSUI in connection with this loss) that they have
against each other relating to Pinnacle’s Hurricane Katrina insurance claims and/or as
set forth in the First Amended Complaint in this matter. RSUI shall also release all
such claims that it may have against Pinnacle’s other insurers.






	 	3.	 	Within five (5) business days of its receipt of the Settlement Payment,
Pinnacle shall dismiss its First Amended Complaint in this matter, with prejudice.
Pinnacle and RSUI shall bear their own fees and costs relating to the matter.






	 	4.	 	The parties agree to cooperate in preparing a final settlement document that
memorializes this agreement. Such final settlement document shall contain




 


 









 





	 	 	 	the terms set forth herein, which are material. Nothing in the final settlement
document shall be inconsistent with the terms of this agreement.






	 	5.	 	The parties agree that this agreement is binding upon the parties and shall
be admissible to enforce the agreement, and it is agreed that all mediation and
settlement privileges do not apply to this agreement.






	 	6.	 	This agreement is, and the final settlement agreement shall be, governed by
Nevada law, without regard to Nevada’s conflict of law principles.






	 	7.	 	This agreement contains the entire agreement between and among the parties
relating to Pinnacle’s Hurricane Katrina insurance claim and/or the facts and claims
alleged in the First Amended Complaint, and all prior or contemporaneous agreements,
understandings, representations and statements, oral or written, relating to those
matters are merged into this agreement. This agreement shall be merged into the final
settlement agreement. The RSUI Policies are not merged into this agreement, but
remain enforceable except to the extent provided for herein.






	 	8.	 	None of the parties have made, nor shall they be deemed to have made, any
admission of any kind by their negotiation of or entry into this agreement. Neither
this agreement nor any provision contained herein shall be construed by any person as
an admission by any of the parties of any liability for, related to or arising out of
any of the claims released herein or any other claims of any other nature. The
parties are entering into this agreement for the purpose of resolving disputed issues
between them and to avoid the costs and risks of litigation with respect to such
resolved issues. This agreement




 


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	 	 	 	shall have no precedential value in any future claims between Pinnacle and RSUI or
any other party.





With their signature, the undersigned represent and warrant that they have the authority to agree
to and bind their respective principles to the agreement contained in this Memorandum of
Understanding.



	 	 	 	 	 	 	 	 	 
	Pinnacle Entertainment, Inc.	 	RSUI Indemnity Company	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/
John A. Godfrey
	 	By: 	/s/ Michael Koski	 	 
	 
	 	 	 	 	 
	 

	Its: 	Executive Vice President.
	 	 
	Its: 	 

VP Claims
	 	 
	 

	 	Secretary and General Counsel	 	 	 	 	 	 







 


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