Exhibit 4.3





Exhibit 4.3




REGISTRATION RIGHTS AGREEMENT




Dated as of August 10, 2009

by and among




PINNACLE ENTERTAINMENT, INC.

ACE GAMING, LLC

AREH MLK LLC

AREP BOARDWALK PROPERTIES LLC

BELTERRA RESORT INDIANA, LLC

BILOXI CASINO CORP.

BOOMTOWN, LLC

CASINO MAGIC CORP.

CASINO ONE CORPORATION

LOUISIANA — I GAMING, A LOUISIANA PARTNERSHIP IN COMMENDAM

MITRE ASSOCIATES LLC

OGLE HAUS, LLC

PNK (BATON ROUGE) PARTNERSHIP

PNK (BOSSIER CITY), INC.

PNK (CHILE 1), LLC

PNK (CHILE 2), LLC

PNK DEVELOPMENT 7, LLC

PNK DEVELOPMENT 8, LLC

PNK DEVELOPMENT 9, LLC

PNK DEVELOPMENT 13, LLC

PNK (ES), LLC

PNK (LAKE CHARLES), L.L.C.

PNK (RENO), LLC

PNK (SCB), L.L.C.

PNK (ST. LOUIS RE), LLC

PNK (STLH), LLC

PRESIDENT RIVERBOAT CASINO-MISSOURI, INC.

PSW PROPERTIES LLC

ST. LOUIS CASINO CORP.

YANKTON INVESTMENTS LLC




and




J.P. MORGAN SECURITIES INC.

BANC OF AMERICA SECURITIES LLC

BARCLAYS CAPITAL INC.

DEUTSCHE BANK SECURITIES INC.



 


 









 





This Registration Rights Agreement (this “Agreement”) is made and entered into as of
August 10, 2009, by and among Pinnacle Entertainment, Inc., a Delaware corporation (the
“Company”), ACE Gaming, LLC, AREH MLK LLC, AREP Boardwalk Properties LLC, Belterra Resort
Indiana, LLC, Biloxi Casino Corp., Boomtown, LLC, Casino Magic Corp., Casino One Corporation,
Louisiana — I Gaming, a Louisiana Partnership in Commendam, Mitre Associates LLC, OGLE HAUS, LLC,
PNK (Baton Rouge) Partnership, PNK (BOSSIER CITY), Inc., PNK (CHILE 1), LLC, PNK (CHILE 2), LLC,
PNK Development 7, LLC, PNK Development 8, LLC, PNK Development 9, LLC, PNK Development 13, LLC,
PNK (ES), LLC, PNK (LAKE CHARLES), L.L.C., PNK (Reno), LLC, PNK (SCB), L.L.C., PNK (ST. LOUIS RE),
LLC, PNK (STLH), LLC, PRESIDENT RIVERBOAT CASINO-MISSOURI, INC., PSW Properties LLC, St. Louis
Casino Corp. and Yankton Investments, LLC (together with any new party to this Agreement pursuant
to Section 10(e) hereof, each a “Guarantor” and, together, the “Guarantors”) and
J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays Capital Inc., and Deutsche
Bank Securities Inc., 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, together, the “Initial Purchasers”), each of whom has agreed to
purchase the Company’s 8.625% Senior Notes due 2017 (the “Initial Notes”) pursuant to the
Purchase Agreement.



This Agreement is made pursuant to the Purchase Agreement, dated July 27, 2009 (the
“Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers.
In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the
Guarantors have agreed to provide the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the obligations of the Initial
Purchasers set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to them in the Indenture, dated as of August 10,
2009 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon
Trust Company, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (each as
defined below).



The parties hereby agree as follows:



SECTION 1. DEFINITIONS




As used in this Agreement, the following capitalized terms shall have the following meanings:



Act: The Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.



Affiliate: As defined in Rule 144 of the Act.



Broker-Dealer: Any broker or dealer registered under the Exchange Act.



Business Day: Any day other than a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by law, regulation or
executive order to remain closed.


 


 









 





Closing Date: The date hereof.



Commission: The Securities and Exchange Commission.



Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange
Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b)
the maintenance of such Exchange Offer Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the period required pursuant to
Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of
Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial
Notes tendered by Holders thereof pursuant to the Exchange Offer.



Consummation Deadline: As defined in Section 3(b) hereof.



Effectiveness Deadline: As defined in Section 3(a) hereof.



Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.



Exchange Notes: The Company’s 8.625% Senior Notes due 2017 to be issued pursuant to
the Indenture: in the Exchange Offer.



Exchange Offer: The exchange and issuance by the Company of a principal amount of
Exchange Notes (which shall be registered under the Act pursuant to the Exchange Offer Registration
Statement) equal to the outstanding principal amount of Initial Notes that are validly tendered and
not withdrawn by such Holders in connection with such exchange and issuance pursuant to the terms
of the Exchange Offer Registration Statement.



Exchange Offer Registration Statement: The Registration Statement relating to the
Exchange Offer, including the related Prospectus.



Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.



Free Writing Prospectus: Each offer to sell or solicitation of an offer to buy the
Initial Notes or the Exchange Notes that would constitute a “free writing prospectus” (if the
offering of the Initial Notes or the Exchange Notes was made pursuant to a registered offering
under the Securities Act) as defined in Rule 405 under the Securities Act, prepared by or on behalf
of the Company or used or referred to by the Company in connection with the sale of the Initial
Notes or the Exchange Notes.



Holders: As defined in Section 2 hereof.



Interest Payment Date: As defined in the Initial Notes and Exchange Notes.



Prospectus: The prospectus included in a Registration Statement at the time such
Registration Statement is declared effective, as amended or supplemented by any prospectus


 


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supplement and by all other amendments thereto, including post-effective amendments, and all
material incorporated by reference into such Prospectus.



Recommencement Date: As defined in Section 6(d) hereof.



Registration Default: As defined in Section 5 hereof.



Registration Statement: Any registration statement of the Company and the Guarantors
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration
for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each
case, (i) that is filed pursuant to the provisions of this Agreement, (ii) including the Prospectus
included therein, and (iii) including all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by reference therein.



Rule 144: Rule 144 promulgated under the Act.



Shelf Effectiveness Deadline: As defined in Section 4(a) hereof.



Shelf Registration Statement: As defined in Section 4 hereof.



Suspension Notice: As defined in Section 6(d) hereof.



Suspension Rights: As defined in Section 6(c)(i) hereof.



TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on
the date of the Indenture.



Transfer Restricted Securities: Each Initial Note until the earliest to occur of (a)
the date on which such Initial Note has been exchanged in the Exchange Offer by a Person other than
a Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder thereof
without complying with the prospectus delivery requirements of the Act, (b) following the exchange
by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which
such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the
date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement,
(c) the date on which such Initial Note has been effectively registered under the Act and disposed
of in accordance with the Shelf Registration Statement or (d) the date on which such Initial Note
is distributed to the public pursuant to Rule 144, provided that on or prior to the date of such
distribution either (x) the Exchange Offer has been Consummated or (y) a Shelf Registration
Statement has been declared effective by the Commission.



SECTION 2. HOLDERS




A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”)
whenever such Person owns Transfer Restricted Securities.


 


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SECTION 3. REGISTERED EXCHANGE OFFER




(a) The Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement
to be filed with the Commission no later than March 30, 2010 (such date being the "Filing
Deadline"), (ii) use all commercially reasonable efforts to cause such Exchange Offer
Registration Statement to become effective no later than 90 days after the Filing Deadline (such
90th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A)
file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary
in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to
such Exchange Offer Registration Statement and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Exchange Notes to be made under the Blue
Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after
the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness
of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes
to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii)
resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes
that such Broker-Dealer acquired for its own account as a result of market-making activities or
other trading activities (other than Initial Notes acquired directly from the Company or any of its
Affiliates) as contemplated by Section 3(c) below.



(b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the
Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange
Offer open for a period of not less than the minimum period required under applicable federal and
state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange
Offer to comply with all applicable federal and state securities laws. No securities other than
the Exchange Notes and the Guarantees thereof shall be included in the Exchange Offer Registration
Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause
the Exchange Offer to be Consummated on the earlier of (i) the earliest practicable date after the
Exchange Offer Registration Statement has become effective, but in no event later than 30 Business
Days or longer, if required by the federal securities laws, after the date on which the Exchange
Offer Registration Statement has become effective and (ii) August 5, 2010 (the “Consummation
Deadline”).



(c) The Company shall include a “Plan of Distribution” section in the Prospectus contained in
the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds
Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result
of market-making activities or other trading activities (other than Initial Notes acquired directly
from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities
pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other
information with respect to such sales by such Broker-Dealers that the Commission may require in
order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any
such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such
Broker-Dealer, except to the extent required by the


 


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Commission as a result of a change in policy, rules or regulations after the date of this
Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993).



Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act
and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with
its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the
Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer
Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement;
provided that such Broker-Dealer, in its reasonable judgment, determines that it is subject to such
prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained
in the Exchange Offer Registration Statement is available for sales of Exchange Notes by
Broker-Dealers, if requested by one or more Broker-Dealers, the Company and the Guarantors agree to
use all commercially reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(a) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as announced from time
to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such
shorter period ending on the date when all Transfer Restricted Securities held by such requesting
Broker-Dealers covered by such Registration Statement have been sold pursuant thereto. The Company
and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than two Business Days after such
request, at any time during such period.



SECTION 4. SHELF REGISTRATION




(a) Shelf Registration. If (i) the Company and the Guarantors are not (A) required to
file the Exchange Offer Registration Statement or (B) permitted to Consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission policy (after the
Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or
(ii) any Holder notifies the Company prior to the 20th Business Day following Consummation of the
Exchange Offer that (A) such Holder, alone or together with Holders who hold in the aggregate at
least $1.0 million in principal amount of Transfer Restricted Securities, was prohibited by law or
Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus
and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial
Notes acquired directly from the Company or any of its Affiliates, then the Company and the
Guarantors, subject to the Suspension Rights set forth in Section 6(c)(i) below, shall:



(x) use all commercially reasonable efforts on or prior to 30 days after the earlier of (i)
the date as of which the Company determines that the Exchange Offer Registration Statement will not
be or cannot be, as the case may be, filed as a result of clause (a)(i) above and (ii) the date on
which the Company receives the notice specified in clause (a)(ii) above (30 days after such earlier
date, the “Shelf Filing Deadline” provided that, notwithstanding the foregoing, the Shelf
Filing Deadline shall be no earlier than March 30, 2010), to file a shelf registration statement


 


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pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer
Registration Statement (the “Shelf Registration Statement”)), covering resales by Holders
of such Transfer Restricted Securities, and



(y) use all commercially reasonable efforts to cause such Shelf Registration Statement to
become effective under the Act on or prior to 90 days after the Shelf Filing Deadline for the Shelf
Registration Statement (such 90th day the “Shelf Effectiveness Deadline”).



If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required
to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not
permitted under applicable federal law (i.e., clause (a)(i)(B) above), then the filing of the
Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x)
above; provided that, in such event, the Company and the Guarantors shall remain obligated to meet
the Shelf Effectiveness Deadline set forth in clause (y) above.



To the extent necessary to ensure that the Shelf Registration Statement is available for sales
of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section
4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company and the Guarantors shall use all commercially reasonable efforts to keep any
Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented,
amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof
and in conformity with the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of at least two years
(as extended pursuant to Section 6(c)(i) or 6(d)) following the Closing Date, or such shorter
period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration
Statement have been sold pursuant thereto or are no longer Transfer Restricted Securities. The
Company and the Guarantors may include other securities in any Shelf Registration Statement.



(b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the
Company in writing, within 20 days after receipt of a request therefor, the information specified
in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder
shall be entitled to additional interest pursuant to Section 5 hereof unless and until (and from
and after such time) such Holder shall have provided all such required information. Each selling
Holder agrees to promptly furnish additional information required to be disclosed in order to make
the information previously furnished to the Company by such Holder not materially misleading and
shall promptly supply such other information as the Company may from time to time reasonably
request.



SECTION 5. ADDITIONAL INTEREST




Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration
Statement required by this Agreement is not filed with the Commission on or prior


 


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to the Filing Deadline or the Shelf Effectiveness Deadline, as applicable, (ii) any such
Registration Statement has not been declared effective by the Commission on or prior to the
Effectiveness Deadline or the Shelf Effectiveness Deadline, as applicable, (iii) the Exchange Offer
has not been Consummated by August 5, 2010 with respect to the Exchange Offer Registration
Statement or (iv) any Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or usable for its intended purpose (each such
event referred to in clauses (i) through (iv), a "Registration Default"), then the Company
and the Guarantors hereby jointly and severally agree to pay to each Holder affected thereby
additional interest in an amount equal to a per annum rate of 0.25% on the principal amount of
Transfer Restricted Securities held by such Holder while the Registration Default continues for the
first 90-day period immediately following the occurrence of such Registration Default, with such
rate increasing by an additional per annum rate of 0.25% with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount of additional
interest for all Registration Defaults of 1.0% per annum of the principal amount of Transfer
Restricted Securities; provided that the Company and the Guarantors shall in no event be required
to pay additional interest for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of
clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or,
if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon
Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional Registration Statement that
causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement) to again be declared effective or made usable in the case of clause (iv) above, the
additional interest payable with respect to the Transfer Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv), as applicable, shall cease.



All accrued additional interest shall be paid by the Company and the Guarantors (or the
Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the
Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on
the next scheduled Interest Payment Date, as more fully set forth in the Indenture, the Initial
Notes and the Exchange Notes. All accrued additional interest shall be computed in the manner
provided for the computation of interest in the Indenture. Notwithstanding the fact that any
securities for which additional interest are due cease to be Transfer Restricted Securities, all
obligations of the Company and the Guarantors to pay additional interest with respect to securities
that accrued prior to the time that such securities ceased to be Transfer Restricted Securities
shall survive until such time as such obligations with respect to such securities shall have been
satisfied in full.



SECTION 6. REGISTRATION PROCEDURES




(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below,
(y) use all commercially reasonable efforts to effect such exchange and to permit the resale of
Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such
Broker-Dealer acquired for its own account as a result of its market-making activities or other
trading activities (other than Initial Notes acquired directly from the Company or any of


 


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its Affiliates) being sold in accordance with the intended method or methods of distribution
thereof, and (z) comply with all of the following provisions:




(i) If, following the date hereof there has been announced a change in Commission
policy with respect to exchange offers such as the Exchange Offer, that in the reasonable
opinion of counsel to the Company raises a substantial question as to whether the Exchange
Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to
seek a no-action letter or other favorable decision from the Commission allowing the Company
and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities.
The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the
Commission staff level but shall not be required to take action not commercially reasonable
to affect a change of Commission policy. In connection with the foregoing, the Company and
the Guarantors hereby agree to take all such other actions as may be requested by the
Commission or otherwise required in connection with the issuance of such decision, including
without limitation (A) participating in telephonic conferences with the Commission, (B)
delivering to the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that such an Exchange
Offer should be permitted and (C) diligently pursuing a resolution (which need not be
favorable and which need not be a written resolution) by the Commission staff.




(ii) As a condition to its participation in the Exchange Offer, each Holder (including,
without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of
the Company, prior to the Consummation of the Exchange Offer, a written representation to
the Company and the Guarantors (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not
an Affiliate of the Company, or, if it is an Affiliate of the Company, that such Holder will
comply with the registration and prospectus delivery requirements of the Act to the extent
applicable, (B) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any person to participate in, a distribution of the
Exchange Notes to be issued in the Exchange Offer, (C) it is acquiring the Exchange Notes in
its ordinary course of business and (D) only if such Holder is a Broker-Dealer that will
receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for
its own private account as a result of market making or other trading activities, it will
deliver a Prospectus, as required by law, in connection with any sale of such Exchange
Notes. As a condition to its participation in the Exchange Offer each Holder using the
Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and
agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for
Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not,
under Commission policy as in effect on the date of this Agreement, rely on the position of
the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991)
and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in
the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar
no-action letters (including, if applicable, any no-action letter obtained pursuant to
clause (i) above), and (2) must comply with the registration and prospectus delivery
requirements of the Act in connection with a secondary resale transaction and that such a
secondary resale transaction must be covered by an effective


 


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registration statement containing the selling security holder information required by
Item 507 or 508, as applicable, of Regulation S-K.




(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company
and the Guarantors shall provide a supplemental letter to the Commission (A) stating that
the Company and the Guarantors are registering the Exchange Offer in reliance on the
position of the Commission enunciated in Exxon Capital Holdings Corporation
(available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993,
and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B)
including a representation that neither the Company nor any Guarantor has entered into any
arrangement or understanding with any Person to distribute the Exchange Notes to be received
in the Exchange Offer and that, to the best of the Company’s and each Guarantor’s
information and belief, each Holder participating in the Exchange Offer is acquiring the
Exchange Notes in its ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the Exchange Notes received in the
Exchange Offer and (C) any other undertaking or representation required by the Commission as
set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.



(b) Shelf Registration Statement. In connection with the Shelf Registration Statement,
the Company and the Guarantors shall:




(i) comply with all the provisions of Section 6(c) below and use all commercially
reasonable efforts to effect such registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of distribution
thereof (as indicated in the information furnished to the Company pursuant to Section 4(b)
hereof), and pursuant thereto the Company and the Guarantors will prepare and file with the
Commission a Registration Statement relating to the registration on any appropriate form
under the Act, which form shall be available for the sale of the Transfer Restricted
Securities in accordance with the intended method or methods of distribution thereof within
the time periods and otherwise in accordance with the provisions hereof, and




(ii) issue to any Holder or purchaser of Initial Notes covered by any Shelf
Registration Statement contemplated by this Agreement, upon the request of any such Holder
or purchaser, registered Initial Notes having an aggregate principal amount equal to the
aggregate principal amount of Initial Notes in the names as such Holder or purchaser shall
designate.



(c) General Provisions. In connection with any Registration Statement and any related
Prospectus required by this Agreement, the Company and the Guarantors shall:




(i) use all commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the period
specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any
event that would cause any such Registration Statement or the Prospectus


 


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contained therein (A) to contain an untrue statement of material fact or omit to state
any material fact necessary to make the statements therein not misleading or (B) not to be
effective and usable for resale of Transfer Restricted Securities during the period required
by this Agreement, the Company and the Guarantors shall file promptly an appropriate
amendment to such Registration Statement curing such defect, and, if Commission review is
required, use all commercially reasonable efforts to cause such amendment to be declared
effective as soon as practicable. Notwithstanding the foregoing, the Company and the
Guarantors may allow the Exchange Offer Registration Statement, at any time after
Consummation of the Exchange Offer (if otherwise required to keep it effective), or the
Shelf Registration Statement and the related Prospectus to cease to remain effective and
usable or may delay the filing or the effectiveness of the Shelf Registration Statement if
not then filed or effective, as applicable (“Suspension Rights”), for one or more
periods of 90 days in aggregate in any twelve month period if (x) the board of directors of
the Company (or a duly-appointed committee of the board of directors having power over the
subject matter) determines in good faith that it is in the best interests of the Company not
to disclose the existence of or facts surrounding any proposed or pending material corporate
transaction involving the Company and the Guarantors, and the Company mails notification to
the Holders within five Business Days after the board of directors makes such determination,
or (y) the Prospectus contained in the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, contains an untrue statement of the material
fact or omits to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading; provided that the
180-day period referred to in Section 3(c) during which the Exchange Offer Registration
Statement is required to be effective and usable or the two-year period referred to in
Section 4(a) hereof during which the Shelf Registration Statement is required to be
effective and usable shall be extended by the number of days during which such Registration
Statement was not effective or usable pursuant to the foregoing provisions (which such
extension shall be the Holders’ sole remedy for the exercise by the Company of the
Suspension Rights during the time period permitted hereunder, but only to the extent that
any suspension period does not violate the 90-day period set forth above).




(ii) Subject to the Suspension Rights set forth in Section 6(c)(i) above, prepare and
file with the Commission such amendments and post-effective amendments to the applicable
Registration Statement as may be necessary to keep such Registration Statement effective for
the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and
462, as applicable, under the Act in a timely manner; and comply with the provisions of the
Act with respect to the disposition of all securities covered by such Registration Statement
during the applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in such Registration Statement or supplement
to the Prospectus;




(iii) advise (a) each Holder whose Transfer Restricted Securities have been included in
a Shelf Registration Statement (in the case of a Shelf Registration Statement) and (b) each
Holder who has provided notice to the Company promptly and, if requested


 


10









 






by such Holder, confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
applicable Registration Statement or any post-effective amendment thereto, when the same has
become effective, (B) of any request by the Commission for amendments to the Registration
Statement or amendments or supplements to the Prospectus or for additional information
relating thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Act or of the suspension by any state
securities commission of the qualification of the Transfer Restricted Securities for
offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, and (D) of the happening of any event that requires the Company to make
changes in the Registration Statement or the Prospectus in order that the Registration
Statement or the Prospectus, any amendment or supplement thereto or any document
incorporated by reference therein do not contain an untrue statement of material fact nor
omit to state a material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in light of the circumstances under which
they were made) not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the qualification
or exemption from qualification of the Transfer Restricted Securities under state securities
or Blue Sky laws, the Company and the Guarantors shall use all commercially reasonable
efforts to obtain the withdrawal or lifting of such order at the earliest possible time;




(iv) subject to Section 6(d), if any fact or event contemplated by Section 6(c)(iii)(D)
above shall exist or have occurred, prepare a supplement or post-effective amendment to the
Registration Statement or related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered to the
purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading;




(v) furnish to each Holder whose Transfer Restricted Securities have been included in a
Shelf Registration Statement, if any, and each Initial Purchaser in connection with the
Exchange Offer, before filing with the Commission, copies of any Registration Statement or
any Prospectus included therein or any amendments or supplements to any such Registration
Statement or Prospectus (including all documents incorporated by reference after the initial
filing of such Registration Statement), which documents will be subject to the reasonable
review and comment of such Holders in connection with such sale, if any, for a period of at
least three Business Days, and the Company will not file any such Registration Statement or
Prospectus or any amendment or supplement to any such Registration Statement or Prospectus
(including all such documents incorporated by reference) to which such Holders shall
reasonably object within three Business Days after the receipt thereof. The objection of a
Holder, if any, shall be deemed to be reasonable if such Registration Statement, amendment,
Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue
statement of a


 


11









 






material fact or omits to state any material fact necessary to make the statements
therein not misleading or fails to comply with the applicable requirements of the Act;




(vi) promptly prior to the filing of any document that is to be incorporated by
reference into a Registration Statement or Prospectus in connection with such exchange,
registration or sale, if any, provide copies of such document to each Holder whose Transfer
Restricted Securities have been included in a Shelf Registration Statement (in the case of a
Shelf Registration Statement) in connection with such exchange, registration or sale, if
any, make the Company’s and the Guarantors’ representatives available for discussion of such
document and other customary due diligence matters, and include such information in such
document prior to the filing thereof as such Holders may reasonably request;




(vii) make available, at reasonable times, for inspection by each Holder whose Transfer
Restricted Securities have been included in a Shelf Registration Statement (in the case of a
Shelf Registration Statement) and any attorney or accountant retained by such Holders, all
financial and other records, pertinent corporate documents of the Company and the Guarantors
reasonably requested and cause the Company’s and the Guarantors’ officers, directors and
employees to supply all information reasonably requested by any such Holder, attorney or
accountant in connection with such Registration Statement or any post-effective amendment
thereto subsequent to the filing thereof and prior to its effectiveness; provided that any
Holder or representative thereof requesting or receiving such information shall agree to be
bound by reasonable confidentiality agreements and procedures with respect thereto;




(viii) if requested by any Holders whose Transfer Restricted Securities have been
included in a Shelf Registration Statement or a Broker Dealer participating in an Exchange
Offer, in connection with such exchange, registration or sale, promptly include in any
Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment
if necessary, such information as such Holders may reasonably request to have included
therein, including, without limitation, information relating to the “Plan of Distribution”
of the Transfer Restricted Securities and the use of the Registration Statement or
Prospectus for market making activities; and make all required filings of such Prospectus
supplement or post-effective amendment as soon as practicable after the Company is notified
of the matters to be included in such Prospectus supplement or post-effective amendment;




(ix) furnish to each Holder whose Transfer Restricted Securities have been included in
a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection
with such exchange, registration or sale, without charge, at least one copy of the
Registration Statement, as first filed with the Commission, and of each amendment thereto,
including all documents incorporated by reference therein and all exhibits (including
exhibits incorporated therein by reference);




(x) deliver to each Holder whose Transfer Restricted Securities have been included in a
Shelf Registration Statement (in the case of a Shelf Registration Statement) without charge,
as many copies of the Prospectus (including each preliminary prospectus)


 


12









 






and any amendment or supplement thereto as such Holders reasonably may request; the
Company and the Guarantors hereby consent to the use (in accordance with law and subject to
Section 6(d) hereof and any Suspension Rights) of the Prospectus and any amendment or
supplement thereto by each selling Holder in connection with the offering and the sale of
the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement
thereto;




(xi) enter into such agreements (including an underwriting agreement containing
customary indemnification provisions by the Company and the Guarantors), and make such
representations and warranties, and take all such other actions in connection therewith in
order to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any Registration Statement contemplated by this Agreement, all to such extent as
may be customarily and reasonably requested by the Initial Purchasers or, in the case of
registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, by any Holder or Holders of Transfer Restricted Securities who hold at least $25
million in aggregate principal amount of such class of Transfer Restricted Securities;
provided, that, the Company and the Guarantors shall not be required to enter into any such
agreement more than once with respect to all of the Transfer Restricted Securities and, in
the case of a Shelf Registration Statement, may delay entering into such agreement if the
Board of Directors of the Company determines in good faith that it is in the best interests
of the Company and the Guarantors not to disclose the existence of or facts surrounding any
proposed or pending material corporate transaction involving the Company and the Guarantors.
In such connection, the Company and the Guarantors shall:




(A) upon the request of any Holder, furnish (or in the case of paragraphs (2)
and (3), use its commercially reasonable efforts to cause to be furnished) to each
such Holder (in the case of the Shelf Registration Statement) and any underwriter,
upon Consummation of the Exchange Offer or the effectiveness of the Shelf
Registration Statement, as the case may be:




(1) a certificate, dated such date, signed on behalf of the Company and
each Guarantor by (x) the Chief Executive Officer or any Vice President and
(y) a principal financial or accounting officer of the Company and such
Guarantor, confirming, as of the date thereof, such matters as such Holders
may reasonably request;




(2) an opinion, dated the date of Consummation of the Exchange Offer or
the date of effectiveness of the Shelf Registration Statement, as the case
may be, of counsel for the Company and the Guarantors in customary form and
covering such other matters as such Holder may reasonably request, and in
any event including a statement to the effect that such counsel has
participated in conferences with officers and other representatives of the
Company and the Guarantors and representatives of the independent public
accountants for the Company and the Guarantors and representatives of the
underwriters, if any, and their counsel at which the contents of the
Registration Statement and


 


13









 






related matters were discussed and, although such counsel need not pass
upon or assume responsibility for the accuracy, completeness or fairness of
such statements (relying as to materiality to the extent such counsel deems
appropriate upon the statements of officers and other representatives of the
Company and the Guarantors and without independent check or verification),
no facts came to such counsel’s attention that caused such counsel to
believe that the applicable Registration Statement, at the time such
Registration Statement or any post-effective amendment thereto became
effective and, in the case of the Exchange Offer Registration Statement, as
of the date of Consummation of the Exchange Offer, contained an untrue
statement of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, or that the Prospectus contained in such Registration Statement
as of its date and, in the case of the opinion dated the date of
Consummation of the Exchange Offer, as of the date of Consummation,
contained an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. Such
counsel may state further that such counsel assumes no responsibility for,
and has not independently verified, the accuracy, completeness or fairness
of the financial statements, schedules or other financial data included in
any Registration Statement contemplated by this Agreement or the related
Prospectus and need express no view as to the accounting or financial
records from which such financial statements, schedules and data are
derived; and




(3) a customary comfort letter, dated the date of Consummation of the
Exchange Offer, or as of the date of effectiveness of the Shelf Registration
Statement, as the case may be, from the Company’s independent accountants,
in the customary form and covering matters of the type customarily covered
in comfort letters to underwriters in connection with underwritten
offerings, and affirming the matters set forth in the comfort letters
delivered pursuant to Section 8(e) of the Purchase Agreement; and




(B) deliver such other documents and certificates as may be reasonably
requested by the selling Holders to evidence compliance with the matters covered in
clause (A) above and with any customary conditions contained in any agreement
entered into by the Company and the Guarantors pursuant to this clause (xi);




(xii) prior to any public offering of Transfer Restricted Securities, cooperate with
the selling Holders and their counsel in connection with the registration and qualification
of the Transfer Restricted Securities under the securities or Blue Sky laws of such
jurisdictions as the selling Holders may request and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the applicable Registration Statement;


 


14









 






provided, however, that neither the Company nor any Guarantor shall be required to
register or qualify as a foreign corporation where it is not now so qualified or to take any
action that would subject it to the service of process in suits or to taxation, other than
as to matters and transactions relating to the Registration Statement, in any jurisdiction
where it is not now so subject;




(xiii) in connection with any sale of Transfer Restricted Securities that will result
in such securities no longer being Transfer Restricted Securities, cooperate with the
Holders to facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to
register such Transfer Restricted Securities in such denominations and such names as the
selling Holders may request at least two Business Days prior to such sale of Transfer
Restricted Securities;




(xiv) use all commercially reasonable efforts to cause the disposition of the Transfer
Restricted Securities covered by the Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary to enable
the seller or sellers thereof to consummate the disposition of such Transfer Restricted
Securities, subject to the proviso contained in clause (xii) above;




(xv) provide a CUSIP number for all Transfer Restricted Securities not later than the
effective date of a Registration Statement covering such Transfer Restricted Securities and
provide the Trustee under the Indenture with printed certificates for the Transfer
Restricted Securities which are in a form eligible for deposit with the Depository Trust
Company;




(xvi) otherwise use all commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its security
holders with regard to any applicable Registration Statement, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158 under the Act (which
need not be audited) covering a twelve-month period beginning after the effective date of
the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the
Act);




(xvii) cause the Indenture to be qualified under the TIA not later than the effective
date of the first Registration Statement required by this Agreement and, in connection
therewith, cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in accordance with the
terms of the TIA; and execute and use its commercially reasonable efforts to cause the
Trustee to execute, all documents that may be required to effect such changes and all other
forms and documents required to be filed with the Commission to enable such Indenture to be
so qualified in a timely manner; and




(xviii) provide promptly to each Holder, upon request, each document filed with the
Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act.


 


15









 





(d) Restrictions on Holders. Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C)
or any notice from the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration
Statement until (i) such Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company
that the use of the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in each case, the
“Recommencement Date”). Each Holder receiving a Suspension Notice hereby agrees that it
will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s
possession which have been replaced by the Company with more recently dated Prospectuses or (ii)
deliver to the Company (at the Company’s expense) all copies, other than permanent file copies,
then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities
that was current at the time of receipt of the Suspension Notice. The time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable,
shall be extended by a number of days equal to the number of days in the period from and including
the date of delivery of the Suspension Notice to the Recommencement Date; provided, however,
notwithstanding anything else in this Agreement to the contrary, nothing shall delay or otherwise
effect the date of the Filing Deadline, Effectiveness Deadline or Consummation Deadline with
respect to the Exchange Offer Registration Statement and commencing and Consummating the Exchange
Offer as provided in Section 3. Each Holder, by acquisition of a Transfer Restricted Security,
further agrees to hold the fact that it has received any Suspension Notice, and any communication
from the Company to the Holder relating to an event giving rise to a Suspension Notice, in
confidence.



SECTION 7. REGISTRATION EXPENSES




(a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a Registration Statement
becomes effective, including without limitation: (i) all registration and filing fees and expenses;
(ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company and the Guarantors and one
special counsel for all of the Holders of Transfer Restricted Securities selected by the Holders of
a majority in principal amount of Transfer Restricted Securities being registered; and (v) all fees
and disbursements of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or incident to such
performance); provided, however, that in no event shall the Company or the Guarantors be
responsible for any underwriting discounts, commissions or fees attributable to the sale or other
disposition of Transfer Restricted Securities.



The Company will, in any event, bear its and the Guarantors’ internal expenses (including,
without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses of any Person,
including special experts, retained by the Company or the Guarantors.


 


16









 





(b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are tendering Initial Notes in the Exchange Offer and/or selling
or reselling Initial Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in
the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for
the reasonable fees and disbursements of not more than one counsel, who shall be Latham & Watkins
LLP, unless another firm shall be chosen by the Holders of a majority in principal amount of the
Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.



SECTION 8. INDEMNIFICATION




(a) The Company and the Guarantors agree, jointly and severally, to indemnify and hold
harmless each selling Holder of Transfer Restricted Securities whose Transfer Restricted Securities
are included in a Registration Statement, its affiliates, directors, officers and each Person, if
any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act), from and against any and all losses, claims, damages, liabilities or judgments,
(including without limitation, any legal or other expenses incurred in connection with
investigating or defending any matter, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments) that arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus, Free Writing Prospectus or any “issuer information” (as
defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d)
under the Securities Act (or any amendment or supplement thereto), or that arise out of or are
based upon any omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, not misleading, except insofar as such losses,
claims, damages, liabilities or judgments arise out of or are based upon an untrue statement or
omission or alleged untrue statement or omission that is based upon information relating to any
Holder furnished in writing to the Company by or on behalf of such Holder expressly for use
therein.



(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company
and the Guarantors, the other selling Holders and their respective directors and officers, and each
Person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act) the Company, the Guarantors and the other selling Holders to the same extent as the
foregoing indemnity from the Company and the Guarantors set forth in section (a) above, but only
with reference to information relating to such Holder furnished in writing to the Company by or on
behalf of such Holder expressly for use in any Registration Statement. In no event shall any
Holder, its directors, officers or any Person who controls such Holder be liable or responsible for
any amount in excess of the amount by which the total amount received by such Holder with respect
to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds the sum
of: (i) the amount paid by such Holder for such Transfer Restricted Securities plus (ii)
the amount of any damages that such Holder, its directors, officers or any Person who controls such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.


 


17









 





(c) In case any action shall be commenced involving any person in respect of which indemnity
may be sought pursuant to Section 8(a) or 8(b) (the “indemnified party”), the indemnified
party shall promptly notify the person against whom such indemnity may be sought (the
“indemnifying party”) in writing (provided, that the failure to notify the indemnifying
person shall not relieve it from any liability that it may have under this Section 8 except to the
extent that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the failure to notify the indemnifying
person shall not relieve it from any liability that it may have to an indemnified party otherwise
than under this Section 8) and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified party and the
payment of all fees and expenses of such counsel, as incurred (except that in the case of any
action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a
Holder shall not be required to assume the defense of such action pursuant to this Section 8(c),
but may employ separate counsel and participate in the defense thereof, but the fees and expenses
of such counsel, except as provided below, shall be at the expense of the Holder). Any indemnified
party shall have the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of the
indemnified party unless (i) the employment of such counsel has been specifically authorized in
writing by the indemnifying party, (ii) the indemnifying party has failed to assume the defense of
such action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named
parties to any such action (including any impleaded parties) include both the indemnified party and
the indemnifying party, and the indemnified party has been advised by such counsel that there may
be one or more legal defenses available to it which are different from or additional to those
available to the indemnifying party (in which case the indemnifying party shall not have the right
to assume the defense of such action on behalf of the indemnified party), in any of which events
such fees and expenses of counsel shall be borne by the indemnifying person. In any such case, the
indemnifying party shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Company and
Guarantors, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party
shall indemnify and hold harmless the indemnified party from and against any and all losses,
claims, damages, liabilities and judgments by reason of any settlement of any action effected with
the written consent of the indemnifying party (which consent shall not be unreasonably withheld).
No indemnifying party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably withheld), effect any settlement or compromise of, or consent to
the entry of judgment with respect to, any pending or threatened action in respect of which the
indemnified party is or could have been a party and indemnity or contribution may be or could have
been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability on claims that are or
could have been the subject matter of such action and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.


 


18









 





(d) To the extent that the indemnification provided for in this Section 8 is unavailable to an
indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to
therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantors from the offering of the Notes and the
Exchange Notes, on the one hand, and the Holders, on the other hand, from their sale of Transfer
Restricted Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause 8(d)(i) above but also the relative fault of the Company and the Guarantors,
on the one hand, and of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any
other relevant equitable considerations. The relative fault of the Company and the Guarantors, on
the one hand, and of the Holder, on the other hand, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or such
Guarantor, on the one hand, or by the Holder, on the other hand, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and
judgments referred to above shall be deemed to include, subject to the limitations set forth in
Section 8(c) hereof, any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.



The Company, the Guarantors and each Holder agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
matter, including any action that could have given rise to such losses, claims, damages,
liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total amount received
by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a
Registration Statement exceeds the sum of: (i) the amount paid by such Holder for such Transfer
Restricted Securities plus (ii) the amount of any damages that such Holder has otherwise paid or
become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are
several in proportion to the respective principal amount of Transfer Restricted Securities held by
each Holder hereunder and not joint.



The remedies provided for in this Section 8 are not exclusive and shall not limit any rights
or remedies that may otherwise be available to any indemnified party at law or in equity.


 


19









 





The indemnity and contribution provisions contained in this Section 8 shall remain operative
and in full force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Holder or any Person controlling any Holder, or by or on
behalf of the Company or the Guarantors or the officers or directors of or any Person controlling
the Company or the Guarantors, (iii) acceptance of any of the Exchange Notes and (iv) any sale of
Transfer Restricted Securities pursuant to a Shelf Registration Statement.



SECTION 9. RULE 144A AND RULE 144




The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Company or such Guarantor (i) is
not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any
Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by
such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Act, and
(ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in
a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.



SECTION 10. MISCELLANEOUS




(a) Remedies. The Company and the Guarantors acknowledge and agree that any failure
by the Company and/or the Guarantors to comply with their respective obligations under Sections 3
and 4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder
may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’
obligations under Sections 3 and 4 hereof. The Company and the Guarantors further agree to waive
the defense in any action for specific performance that a remedy at law would be adequate.



(b) Free Writing Prospectus. The Company represents, warrants and covenants that it
(including its agents and representatives) will not prepare, make, use, authorize, approve or refer
to any “written communication” (as defined in Rule 405 under the Securities Act) in connection with
the issuance and sale of the Initial Notes and the Exchange Notes, other than (i) any communication
pursuant to Rule 134, Rule 135 or Rule 135c under the Securities Act, (ii) any document
constituting an offer to sell or solicitation of an offer to buy the Initial Notes or the Exchange
Notes that falls within the exception from the definition of prospectus in Section 2(a)(10)(a) of
the Securities Act or (iii) a prospectus satisfying the requirements of section 10(a) of the
Securities Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the Securities
Act.



(c) No Inconsistent Agreements. Neither the Company nor any Guarantor will, on or
after the date of this Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof; provided that the Holders acknowledge and agree that the
Company and


 


20









 






the Guarantors may include other securities in the Exchange Offer Registration Statement and
the Shelf Registration Statement in connection with an exchange offer or exchange offers relating
to such securities, and can enter into agreements that permit the same. Neither the Company nor
any Guarantor has previously entered into, nor is currently a party to, any agreement granting any
registration rights with respect to its securities to any Person that would require such securities
to be included in any Registration Statement filed hereunder. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the rights granted to the
holders of the Company’s and the Guarantors’ securities under any agreement in effect on the date
hereof.



(d) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the provisions hereof may
not be given unless (i) in the case of Section 5 hereof and this Section 10(d)(i), the Company has
obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii)
in the case of all other provisions hereof, the Company has obtained the written consent of Holders
of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding
Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to
the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the
Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose
Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given
by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities
subject to such Exchange Offer.



(e) Additional Guarantors. The Company shall cause any of its Material Restricted
Subsidiaries (as defined in the Indenture) that becomes, prior to the consummation of the Exchange
Offer, a Guarantor in accordance with the terms and provisions of the Indenture to become a party
to this Agreement as a Guarantor.



(f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.



(g) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), telex, telecopier or air courier guaranteeing overnight delivery:




(i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




(ii) if to the Company or the Guarantors:




Pinnacle Entertainment, Inc.

3800 Howard Hughes Parkway

Las Vegas, Nevada 89169



 


21









 








Telecopier No.: (702) 784-7778

Attention: Chief Financial Officer

Attention: General Counsel




With a copy to:




Irell & Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067

Telecopier No.: (310) 203-7199

Attention: C. Kevin McGeehan, Esq.



All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day,
if timely delivered to an air courier guaranteeing overnight delivery.



Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



(h) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.



(i) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.



(j) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



(k) Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.


 


22









 





(l) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



(m) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the Transfer Restricted
Securities. This Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.



(Signature Page Follows.)



 


23









 





IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 	 	 
	 	 	PINNACLE ENTERTAINMENT, INC.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 
	 	 	Name:	 	Stephen H. Capp
	 	 	Title:	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	ACE GAMING, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	PNK Development 13, LLC, its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Biloxi Casino Corp., its Sole Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Stephen H. Capp
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stephen H. Capp
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	AREH MLK LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Biloxi Casino Corp., its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	AREP BOARDWALK PROPERTIES LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Biloxi Casino Corp., its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Chief Financial Officer and Treasurer





 


S-1









 





	 	 	 	 	 	 	 	 	 
	 	 	BELTERRA RESORT INDIANA, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	BILOXI CASINO CORP.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 
	 	 	Name:	 	Stephen H. Capp
	 	 	Title:	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	BOOMTOWN, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	CASINO MAGIC CORP.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 
	 	 	Name:	 	Stephen H. Capp
	 	 	Title:	 	Chief Financial Officer





 


S-2









 





	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CASINO ONE CORPORATION
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 
	 	 	Name:	 	Stephen H. Capp
	 	 	Title:	 	Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	LOUISIANA-I GAMING, A LOUISIANA PARTNERSHIP IN COMMENDAM
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Boomtown, LLC, its General Partner
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Stephen H. Capp
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stephen H. Capp
	 

	 	 	 	 	 	Title:
	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	MITRE ASSOCIATES LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	PNK Development 13, LLC, its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Biloxi Casino Corp., its Sole Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Stephen H. Capp
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stephen H. Capp
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	OGLE HAUS, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Belterra Resort Indiana, LLC,
its Sole Member and Manager
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Stephen H. Capp
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stephen H. Capp
	 

	 	 	 	 	 	Title:
	 	Executive Vice President and
Chief Financial Officer





 


S-3









 





	 	 	 	 	 	 	 	 	 
	 	 	PNK (BATON ROUGE) PARTNERSHIP
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	PNK Development 8, LLC,
its Managing Partner
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Stephen H. Capp
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stephen H. Capp
	 

	 	 	 	 	 	Title:
	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	PNK (BOSSIER CITY), INC.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 
	 	 	Name:	 	Stephen H. Capp
	 	 	Title:	 	Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	PNK (CHILE 1), LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	PNK (CHILE 2), LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer





 


S-4









 





	 	 	 	 	 	 	 	 	 
	 	 	PNK DEVELOPMENT 7, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	PNK DEVELOPMENT 8, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	PNK DEVELOPMENT 9, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 

	 	 	 	 	 	 
	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	PNK DEVELOPMENT 13, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Biloxi Casino Corp., its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Chief Financial Officer and Treasurer





 


S-5









 





	 	 	 	 	 	 	 	 	 
	 	 	PNK (ES), LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	PNK (LAKE CHARLES), L.L.C.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member and Manager
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	PNK (RENO), LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer





 


S-6









 





	 	 	 	 	 	 	 	 	 
	 	 	PNK (SCB), L.L.C.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	PNK Development 7, LLC,
its Sole Member
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Stephen H. Capp
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stephen H. Capp
	 

	 	 	 	 	 	Title:
	 	Executive Vice President and Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	PNK (ST. LOUIS RE), LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	PNK (STLH), LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	PRESIDENT RIVERBOAT CASINO-MISSOURI, INC.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 
	 	 	Name:	 	Stephen H. Capp
	 	 	Title:	 	Chief Financial Officer and Treasurer





 


S-7









 





	 	 	 	 	 	 	 	 	 
	 	 	PSW PROPERTIES LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Biloxi Casino Corp., its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	Title:	 	Chief Financial Officer and Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	ST. LOUIS CASINO CORP.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 
	 	 	Name:	 	Stephen H. Capp
	 	 	Title:	 	Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	YANKTON INVESTMENTS, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John A. Godfrey
	 	 	 	 	 
	 	 	Name:	 	John A. Godfrey
	 	 	Title:	 	Manager





 


S-8









 





	 	 	 	 	 	 	 	 	 
	 	 	J.P. MORGAN SECURITIES INC.
	 	 	BANC OF AMERICA SECURITIES LLC
	 	 	BARCLAYS CAPITAL INC.
	 
	 	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK SECURITIES INC.
	 	 	As representatives of the several Initial Purchasers

   named in Schedule 1 of the Purchase Agreement
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	J.P. MORGAN SECURITIES INC.
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Jack D. Smith
	 	 	 	 	 
	 	 	 	 	Name:	 	Jack D. Smith,
	 	 	 	 	Title:	 	Executive Director







 


S-9