Exhibit 10.1





Exhibit 10.1




PINNACLE
ENTERTAINMENT, INC.




$450,000,000

8.625% Senior Notes due 2017




PURCHASE AGREEMENT




July 27, 2009




J.P. Morgan Securities Inc.

Banc of America Securities LLC

Barclays Capital Inc.

Deutsche Bank Securities Inc.

As Representative of the several

Initial Purchasers named in Schedule 1 attached hereto,

c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017




Ladies and Gentlemen:



Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), proposes upon the terms
and conditions set forth in this agreement (this “Agreement), to issue and sell to the initial
purchasers named in Schedule 1 attached to this Agreement (the “Initial Purchasers”) for
whom J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays Capital Inc. and
Deutsche Bank Securities Inc. are acting as the representatives (“you” or the “Representatives”)
the aggregate of $450,000,000 principal amount of the Company’s 8.625% Senior Notes due 2017 (the
“Notes”). The Notes will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the
subsidiaries of the Company listed in Schedule 2 hereto that have signed this Agreement
(each, a “Guarantor” and, collectively the “Guarantors”). The Notes will be issued pursuant to an
Indenture to be dated as of the Closing Date (as defined in Section 5(a)), among the Company, the
Guarantors and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”). The Notes
are more fully described in the Pricing Disclosure Package (as defined below) and the Offering
Memorandum (as defined below).



 


 









 





This Agreement is to confirm the agreement concerning the purchase of the Notes from the
Company by the Initial Purchasers.



1. Purchase
and Resale of the Notes. The Notes will be offered and sold to the
Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Act”),
in reliance on an exemption pursuant to Section 4(2) under the Act. The Company and the Guarantors
have prepared a preliminary offering memorandum, dated as of July 27, 2009 (the
"Preliminary Offering Memorandum”), a pricing term sheet substantially in the form attached
hereto as Schedule 3 (the “Pricing Term Sheet”) and an offering memorandum, dated as of the
date hereof (the “Offering Memorandum”), setting forth information regarding the Company, the
Guarantors, the Notes and the Exchange Notes (as defined herein), the Guarantees and the Exchange
Guarantees (as defined herein). The Preliminary Offering Memorandum, as supplemented and amended
as of the Applicable Time (as defined below), together with the Pricing Term Sheet and any of the
documents listed on Schedule 4 hereto, other than a road show that is a Free Writing Offering
Document (as defined below), are collectively referred to as the “Pricing Disclosure Package.” The
Company and the Guarantors hereby confirm that they have authorized the use of the Pricing
Disclosure Package and the Offering Memorandum in connection with the offering and resale of the
Notes by the Initial Purchasers. “Applicable Time” means 6:15 p.m. (New York City time) on the
date of this Agreement.



Any reference to the Preliminary Offering Memorandum, the Pricing Disclosure Package or the
Offering Memorandum shall be deemed to refer to and include the Company’s most recent Annual Report
on Form 10-K and all documents filed from and after the beginning of the current fiscal year with
the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a),
13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange
Act”), on or prior to the date of the Preliminary Offering Memorandum, the Pricing Disclosure
Package or the Offering Memorandum, as the case may be. Any reference to the Preliminary Offering
Memorandum, the Pricing Disclosure Package or the Offering Memorandum, as the case may be, as
amended or supplemented, as of any specified date, shall be deemed to include any documents filed
with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of
the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, and prior to
such specified date. All documents filed under the Exchange Act and so deemed to be included in
the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, as
the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act
Reports.” The Exchange Act Reports, when they were or are filed with the Commission, conformed or
will conform in all material respects to the applicable requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder.



 


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It is understood and acknowledged that upon original issuance thereof, and until such time as
the same is no longer required under the applicable requirements of the Act, the Notes (and all
securities issued in exchange therefor, in substitution thereof) shall bear the following legend
(along with such other legends as the Initial Purchasers and their counsel deem necessary):




’’THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY
EVIDENCED HEREBY IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS
NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR
TO (X) THE DATE WHICH IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY
RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE
LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL
OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO
EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER
INFORMATION, ALL IN FORM AND SUBSTANCE SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES”
AND “U.S. PERSON”
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”


 


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You have advised the Company that the Initial Purchasers will make offers (the “Exempt
Resales”) of the Notes purchased by the Initial Purchasers hereunder on the terms set forth in each
of the Pricing Disclosure Package and the Offering Memorandum, as amended or supplemented, solely
to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional
buyers” as defined in Rule 144A under the Act (“QIBs”) and (ii) outside the United States to
certain persons who are not U.S. persons (as defined in Regulation S under the Act (“Regulation
S”)) (such persons, “Non-U.S. Persons”) in offshore transactions in reliance on Regulation S.
Those persons specified in clauses (i) and (ii) are referred to herein as the (“Eligible
Purchasers”). The Initial Purchasers will offer the Notes to Eligible Purchasers initially at a
price equal to 98.597% of the principal amount thereof. Such price may be changed at any time
without notice.



Holders (including subsequent transferees) of the Notes will have the registration rights set
forth in the registration rights agreement (the “Registration Rights Agreement”) among the Company,
the Guarantors and the Initial Purchasers to be dated as of the Closing Date (as defined in Section
5 herein), for so long as such Notes constitute “Transfer Restricted Securities” (as defined in the
Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the
Guarantors will agree to file with the Commission under the circumstances set forth therein, a
registration statement under the Act (the “Exchange Offer Registration Statement”) relating to the
Company’s 8.625% Senior Notes due 2017 (the “Exchange Notes”) and the Guarantors’ Exchange
Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees.
Such portion of the offering is referred to as the “Exchange Offer.”



2. Representations,
Warranties and Agreements of the Company and the Guarantors. The
Company and each of the Guarantors, jointly and severally, represent, warrant and agree that:




(a) When the Notes and Guarantees are issued and delivered pursuant to this Agreement,
such Notes and Guarantees will not be of the same class (within the meaning of Rule 144A
under the Act) as securities of the Company or any of the Guarantors that are listed on a
national securities exchange registered under Section 6 of the Exchange Act, or that are
quoted in a United States automated inter-dealer quotation system.




(b) Assuming that (i) the representations and warranties of the Initial Purchasers in
Section 4 are true and (ii) each of the Eligible Purchasers is a QIB or a Non-U.S. Person
who acquires the Notes in an “offshore transaction” in reliance on Regulation S, the
purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales)
is exempt from the registration requirements of the Act. No form of general solicitation or
general advertising within the meaning of Regulation D (including, but not limited to,
advertisements, articles, notices or other communications published in any newspaper,
magazine or similar medium or broadcast over television or radio, or any seminar or meeting
whose attendees have been invited by any general solicitation or
general advertising) was used or will be used by the Company, the Guarantors, any of
their affiliates or any of their respective representatives (other than the Initial
Purchasers, as to whom the Company and the Guarantors make no representation) in connection
with the offer and sale of the Notes.


 


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(c) No form of general solicitation or general advertising was used by the Company, the
Guarantors or any of their respective representatives (other than the Initial Purchasers, as
to whom the Company and the Guarantors make no representation) with respect to Notes sold
outside the United States to Non-U.S. Persons, by means of any directed selling efforts
within the meaning of Rule 902 under the Act, and the Company, any affiliate of the Company
and any person acting on its or their behalf (other than the Initial Purchasers, as to whom
the Company and the Guarantors make no representation) has complied with and will implement
the “offering restrictions” required by Rule 902.




(d) The Company is not required to deliver the information specified in Rule 144A(d)(4)
under the Act in connection with the Exempt Resales and the Notes and the Guarantees satisfy
the requirements of Rule 144A(d)(3).




(e) The Pricing Disclosure Package and Offering Memorandum have been prepared by the
Company and the Guarantors for use by the Initial Purchasers in connection with the Exempt
Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the
Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the
transactions contemplated by this Agreement are subject to the registration requirements of
the Act has been issued and no proceeding for that purpose has commenced or is pending or,
to the knowledge of the Company or any of the Guarantors is contemplated.




(f) The Pricing Disclosure Package did not, as of the Applicable Time, and will not, as
of the Closing Date, contain an untrue statement of a material fact or omit 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 no representation or
warranty is made as to information contained in or omitted from the Pricing Disclosure
Package in reliance upon and in conformity with written information furnished to the Company
through the Representatives by or on behalf of any Initial Purchaser specifically for
inclusion therein, which information is specified in Section 9(e).




(g) The Offering Memorandum will not, as of its date and as of the Closing Date,
contain an untrue statement of a material fact or omit 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, except that this representation and warranty does not apply to
statements in or omissions from the Offering Memorandum made in reliance upon and in
conformity with written information furnished to the Company through the Representatives by
or on behalf of the Initial Purchasers specifically for inclusion therein, which information
is specified in Section 9(e).




(h) The Exchange Act Reports did not, and any further documents filed and incorporated
by reference in the Preliminary Offering Memorandum or the Offering Memorandum will not,
when filed with the Commission, contain an untrue statement of a material fact or omit 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.


 


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(i) The Company (including its agents and representatives, other than the Initial
Purchasers in their capacity as such) has not made any offer to sell or solicitation of an
offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of
the Notes was made pursuant to a registered offering under the Act), as defined in Rule 405
under the Act (a “Free Writing Offering Document”) without the prior consent of the
Representatives; any such Free Writing Offering Document the use of which has been
previously consented to by the Initial Purchasers is listed on Schedule 4.




(j) Each Free Writing Offering Document (including, without limitation, any electronic
road show or other document listed on Schedule 4 hereto), when considered together
with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue
statement of a material fact or omit 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.




(k) Each of the Company and its subsidiaries (as defined in Section 17) listed on
Schedule 2 to this Agreement and marked with an asterisk, including each of the
Guarantors (collectively, the “Subsidiaries”), has been duly organized, is validly existing
and in good standing as a corporation or other business entity under the laws of its
jurisdiction of organization and is duly qualified to do business and in good standing as a
foreign corporation or other business entity in each jurisdiction in which its ownership or
lease of property or the conduct of its businesses requires such qualification, except where
the failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on (i) the business,
condition (financial or otherwise), results of operations, stockholders’ equity, properties
or prospects of the Company and its subsidiaries, taken as a whole; (ii) the long-term debt
or capital stock of the Company and its subsidiaries, taken as a whole; (iii) the offering
and sale of the Notes and Guarantees (the “Offering”) and consummation of the Offering or
the consummation by the Company of its tender offer to repurchase the Company’s existing
8.75% Senior Subordinated Notes due 2013 (the “8.75% Notes”) and related redemption of the
8.75% Notes (collectively, the “Tender Offer”) or (iv) any other transaction contemplated by
this Agreement or any other material transaction contemplated by the Pricing Disclosure
Package or the Offering Memorandum (a “Material Adverse Effect”). Except as disclosed in
the Pricing Disclosure Package and the Offering Memorandum, each of the Company and the
Subsidiaries has all power and authority necessary to own or hold its properties and to
conduct the businesses in which it is engaged. The Company does not own or control,
directly or indirectly, any corporation, association or other entity other than the
subsidiaries listed on Schedule 2 to
this Agreement. None of the subsidiaries of the Company (other than the Subsidiaries)
is a “significant subsidiary” (as defined in Rule 405).


 


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(l) The Company has an authorized capitalization as set forth in each of the Pricing
Disclosure Package and the Offering Memorandum, and all of the issued shares of capital
stock of the Company have been duly authorized and validly issued, are fully paid and
non-assessable, conform to the description thereof contained in each of the Pricing
Disclosure Package and the Offering Memorandum and were issued in compliance with federal
and state securities laws and not in violation of any preemptive right, resale right, right
of first refusal or similar right. All of the issued shares of capital stock or membership
interests of each Subsidiary of the Company have been duly authorized and validly issued,
(and with respect to capital stock are fully paid and non-assessable) and are owned directly
or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims,
except for such liens, encumbrances, equities or claims (i) created or arising in connection
with the Company’s amended bank credit facility (the “Bank Credit Facility”) or (ii) as
could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.




(m) The Company and each of the Guarantors have full right, power and authority to
execute and deliver this Agreement, to perform their respective obligations hereunder and to
consummate the transactions contemplated by this Agreement, including the Tender Offer, the
Pricing Disclosure Package and the Offering Memorandum. This Agreement and the transactions
contemplated by this Agreement, the Pricing Disclosure Package and the Offering Memorandum
have been duly and validly authorized by the Company and the Guarantors. This Agreement has
been duly and validly executed and delivered by the Company and the Guarantors and
constitutes the legal, valid and binding obligation of the Company and the Guarantors,
enforceable in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws affecting creditors’ rights generally, except as enforceability may be subject
to general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and except as enforceability may be limited by state or
federal laws or policies relating to the non-enforceability of the indemnification
provisions contained herein.




(n) The Company and each of the Guarantors have the full right, power and authority to
execute and deliver the Notes and the Guarantees and to perform their respective obligations
thereunder. The Notes and the Guarantees have been duly and validly authorized by the
Company and each of the respective Guarantors for issuance and sale to the Initial
Purchasers pursuant to this Agreement and, when issued and authenticated in accordance with
the terms of the Indenture and delivered against payment therefor in accordance with the
terms hereof and thereof, will be the legal, valid and binding obligations of the Company
and each of the Guarantors, enforceable against them in accordance with their terms and
entitled to the benefits of the Indenture, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws affecting creditors’ rights generally
and except as enforceability may be subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law). The
Pricing Disclosure Package and the Offering Memorandum contain a summary of the terms of the
Notes and the Guarantees, which summary is accurate in all material respects.


 


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(o) The Company and each of the Guarantors have the full right, power and authority to
execute and deliver the Exchange Notes and the Exchange Guarantees and to perform their
respective obligations thereunder. The Notes and the Guarantees have been duly and validly
authorized by the Company and each of the respective Guarantors for issuance and sale to the
Initial Purchasers pursuant to this Agreement and, if and when issued and authenticated in
accordance with the terms of the Indenture and delivered against payment therefor in
accordance with the terms hereof and thereof, will be the legal, valid and binding
obligations of the Company and each of the Guarantors, enforceable against them in
accordance with their terms and entitled to the benefits of the Indenture, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws affecting creditors’ rights generally and
except as enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).




(p) The Company and each of the Guarantors have full right, power and authority to
execute and deliver the Indenture and to perform their respective obligations thereunder.
The Indenture has been duly and validly authorized by the Company and each Guarantor, and
upon its execution and delivery and, assuming due authorization, execution and delivery by
the Trustee, will be a legal, valid and binding agreement of the Company and each Guarantor,
enforceable in accordance with its terms, except (i) as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws affecting creditors’ rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and (ii) that rights of acceleration and
the availability of equitable remedies may be limited by equitable principles of general
applicability. No qualification of the Indenture under the Trust Indenture Act of 1939 (the
“1939 Act”) is required in connection with the offer and sale of the Notes contemplated
hereby or in connection with the Exempt Resales.




(q) The Company and each of the Guarantors have full right, power and authority to
execute and deliver the Registration Rights Agreement and to perform their respective
obligations thereunder. The Registration Rights Agreement has been duly and validly
authorized by the Company and each Guarantor and, when executed and delivered by the Company
and each Guarantor in accordance with the terms of this Agreement and the Registration
Rights Agreement, will be (assuming the due authorization, execution and delivery thereof by
you) the legal, valid and binding obligations of the Company and each of the Guarantors,
enforceable against them in accordance with its terms, except as such enforceability may be
limited by applicably bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or similar
laws affecting creditor’s rights generally except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law) and except as enforceability may be limited by state and
federal laws or policies relating to the non-enforceability of indemnification provisions
contained therein as to rights of indemnification and contribution, by principles of public
policy.


 


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(r) The execution, delivery and performance of this Agreement, the Indenture, the
Registration Rights Agreement, the Notes, the Guarantees, the Exchange Notes and the
Exchange Guarantees by the Company and the Guarantors, the consummation of the transactions
contemplated hereby and thereby, including the Tender Offer, and the application of the
proceeds from the sale of the Notes as described under “Use of Proceeds” in the Pricing
Disclosure Package and the Offering Memorandum will not (i) result in a breach or violation
of any of the terms or provisions of, impose any lien, charge or encumbrance upon any
property or assets of the Company and its subsidiaries, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument
to which the Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries is bound or to which any of the property or assets of the Company or any of
its subsidiaries is subject; (ii) result in any violation of the provisions of the charter
or by-laws (or similar organizational documents) of the Company or any of the Subsidiaries;
or (iii) result in any violation of any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company or any of its
subsidiaries or any of their properties or assets, except (in the case of clauses (i) and
(iii) above) as could not reasonably be expected to have a Material Adverse Effect.




(s) No consent, approval, authorization or order of, or filing or registration with,
any court or governmental agency or body having jurisdiction over the Company or any of the
Subsidiaries or any of their properties or assets is required for the execution, delivery
and performance of this Agreement, the Indenture, the Registration Rights Agreement, the
Notes, the Guarantees, the Exchange Notes and the Exchange Guarantees by the Company and the
Guarantors, the consummation of the transactions contemplated hereby and thereby, including
the Tender Offer, and the application of the proceeds from the sale of the Notes as
described under “Use of Proceeds” in each of the Pricing Disclosure Package and the Offering
Memorandum, except for (i) filings with or approvals (including “shelf” approvals) by or
from the applicable gaming authorities in the States of Indiana, Louisiana, Nevada, New
Jersey and Missouri, which have been made or obtained, including notice filings with such
applicable gaming authorities which will be made upon consummation of the transactions
contemplated by this Agreement or the Offering Memorandum, (ii) the written consent from
Barclays Bank PLC, as the administrative agent (the “Administrative Agent”) under the Bank
Credit Facility, that the terms of the Notes are reasonably satisfactory to it (the “Bank
Consent”), (iii) the filing of a registration statement by the Company and with the
Commission pursuant to the Act as required by the Registration Rights Agreement and (iv)
such consents as may be required under the State securities or Blue Sky laws or the by-laws
and rules of FINRA in connection with the purchase and distribution of the Notes, the
Guarantees, the
Exchange Notes and the Exchange Guarantees by the Initial Purchasers, each of which has
been obtained and is in full force and effect.




(t) Neither the Company nor any of its subsidiaries is a party to any contract,
agreement or understanding with any person (other than this Agreement) that would give rise
to a valid claim against any of them or any Initial Purchaser for a brokerage commission,
finder’s fee or like payment in connection with the offering and sale of the Notes.


 


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(u) Except as identified in the Pricing Disclosure Package and the Offering Memorandum,
there are no contracts, agreements or understandings between the Company or any Guarantor
and any person granting such person the right to require the Company or any Guarantor to
file a registration statement under the Act with respect to any securities of the Company or
any Guarantor (other than the Registration Rights Agreement) owned or to be owned by such
person or to require the Company or any Guarantor to include such securities in the
securities registered pursuant to any registration statement filed by the Company or any
Guarantor under the Act.




(v) The Company and the Guarantors have not sold or issued any securities that would be
integrated with the offering of the Notes or Guarantees contemplated by this Agreement
pursuant to Rule 144A under the Act, the Act, the Rules and Regulations or the
interpretations thereof by the Commission. The Company and the Guarantors will take
reasonable precautions designed to insure that any offer or sale by them, direct or
indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Act),
of any Notes or any substantially similar security issued by the Company or any Guarantor,
within six months subsequent to the date on which the distribution of the Notes has been
completed (as notified to the Company by the Initial Purchasers), is made under restrictions
and other circumstances reasonably designed not to affect the status of the offer and sale
of the Notes in the United States and to U.S. persons contemplated by this Agreement as
transactions exempt from the registration provisions of the Act, including any sales
pursuant to Rule 144A under, or Regulation D or S of, the Act.




(w) Except as described in the Pricing Disclosure Package and the Offering Memorandum,
neither the Company nor any of its subsidiaries has sustained, since the date of the latest
audited financial statements included or incorporated by reference in the Pricing Disclosure
Package, any loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree which could reasonably be expected to result in a
Material Adverse Effect, and since such date, there has not been any change in the capital
stock or long-term debt of the Company or any of its subsidiaries, taken as a whole, or any
adverse change or development, in or affecting the condition (financial or otherwise),
results of operations, stockholders’ equity, properties, management, business or prospects
of the Company and its subsidiaries taken as a whole, in each case except as could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect.




(x) Since the date as of which information is given in the Pricing Disclosure Package
and the Offering Memorandum and except as may otherwise be described in the Pricing
Disclosure Package and the Offering Memorandum, the Company and the Guarantors have not
(i) incurred any material liability or obligation, direct or contingent, other than
liabilities and obligations that were incurred in the ordinary course of business (ii)
entered into any material transaction or agreement not in the ordinary course of business or
(iii) declared or paid any dividend on its capital stock


 


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(y) The historical financial statements (including the related notes and supporting
schedules) included or incorporated by reference in the Pricing Disclosure Package and the
Offering Memorandum comply as to form in all material respects with the requirements of
Regulation S-X under the Act (other than Rule 3-10(g) thereof) and present fairly in all
material respects the financial condition, results of operations and cash flows of the
entities purported to be shown thereby at the dates and for the periods indicated and,
except as disclosed therein, have been prepared in conformity with accounting principles
generally accepted in the United States applied on a consistent basis throughout the periods
involved; and the other financial information included or incorporated by reference in the
Pricing Disclosure Package and the Offering Memorandum has been derived from the accounting
records of the Company and its subsidiaries and presents fairly the information shown
thereby.




(z) Deloitte & Touche LLP, who have certified certain financial statements of the
Company and its consolidated subsidiaries and whose report appears in the Offering
Memorandum or is incorporated by reference therein, and Ernst & Young LLP have each
delivered the initial letter referred to in Section 8(m) hereof and are each independent
public accountants as required by the Act and the Rules and Regulations.




(aa) The statistical and market-related data included in the Pricing Disclosure Package
and the consolidated financial statements of the Company and its subsidiaries included or
incorporated by reference in the Pricing Disclosure Package are based on or derived from
sources that the Company reasonably believes to be reliable and accurate in all material
respects.




(bb) Neither the Company nor any of the Subsidiaries is, as of the Closing Date, and
after giving effect to the offer and sale of the Notes and the application of the proceeds
therefrom as described under “Use of Proceeds” in the Pricing Disclosure Package or the
Offering Memorandum, none of them will be, an “investment company” or an entity “controlled”
by an “investment company” within the meaning of such term under the Investment Company Act
of 1940, as amended (the “Investment Company Act”), and the rules and regulations of the
Commission thereunder.




(cc) Except as described in the Pricing Disclosure Package and the Offering Memorandum,
there are no legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property or assets of the Company or any of its
subsidiaries is the subject that could, in the aggregate, reasonably be expected to have a
Material Adverse Effect or could, in the aggregate, reasonably be expected to have a
material adverse effect on the performance of this Agreement, the
Indenture, the Notes and the Registration Rights Agreement or the consummation of the
transactions contemplated hereby and thereby, including the Tender Offer; and to the
knowledge of the Company, no such proceedings are threatened or contemplated by governmental
authorities or others.




(dd) Except as described in the Pricing Disclosure Package and the Offering Memorandum,
no relationship, direct or indirect, exists between or among the Company or any Guarantor,
on the one hand, and the directors, officers, stockholders, customers or suppliers of the
Company or any Guarantor, on the other hand, that is required by Item 402 or Item 404 of
Regulation S-K to be described in the documents incorporated by reference into the Pricing
Disclosure Package or the Offering Memorandum which is not so described.


 


11









 






(ee) Except as described in the Pricing Disclosure Package and the Offering Memorandum,
no labor disturbance by or dispute with the employees of the Company or its subsidiaries
exists or, to the knowledge of the Company, is imminent or threatened that could reasonably
be expected to have a Material Adverse Effect.




(ff) Except as described in the Pricing Disclosure Package and the Offering Memorandum,
(i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee
Retirement Security Act of 1974, as amended (“ERISA”)) that is subject to Title IV of ERISA
or Section 412 of the Code (as defined below) (but not including a “multiemployer plan”,
within the meaning of Section 4001(c)(3) of ERISA) for which the Company or any member of
its “Controlled Group” (defined as any organization which is a member of a controlled group
of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as
amended (the “Code”)) may have any liability (each a “Plan”), has been maintained in
compliance in all material respects with its terms and with the requirements of all
applicable statutes, rules and regulations including ERISA and the Code; (ii) with respect
to each such Plan (a) no “reportable event” (within the meaning of Section 4043(c) of ERISA)
has occurred or is reasonably expected to occur, (b) no “accumulated funding deficiency”
(within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not
waived, has occurred or is reasonably expected to occur, (c) the fair market value of the
assets under each Plan exceeds the present value of all benefits accrued under such Plan
(determined based on those assumptions used to fund such Plan) and (d) neither the Company
nor any member of its Controlled Group has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA (other than contributions to the Plan or premiums to the
PBGC in the ordinary course and without default) in respect of such Plan; and (iii) each
Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and
nothing has occurred, whether by action or by failure to act, which would reasonably be
expected to cause the loss of such qualification, except where failure to be so qualified
would not be reasonably likely to result in a Material Adverse Effect. Except as described
in the Pricing Disclosure Package, neither the Company nor any member of its Controlled
Group has any withdrawal or other liability to any “multiemployer plan,” within the meaning
of Section 4001(c)(3) of ERISA, except for a liability which either is not
reasonably likely to result in a Material Adverse Effect or which is indemnified
against by a third party.




(gg) The Company and each of the Subsidiaries have filed all federal, state, local and
foreign income and franchise tax returns required to be filed through the date hereof,
subject to permitted extensions, and have paid or made provision for the payment of all
taxes due thereon, except (i) those taxes that are not reasonably likely to result in a
Material Adverse Effect, (ii) those taxes, assessments or other charges that are being
contested in good faith, if such taxes, assessments, or other charges are adequately
reserved for or (iii) as described in the Pricing Disclosure Package and the Offering
Memorandum; and no tax deficiency has been determined adversely to the Company or any of its
subsidiaries, nor does the Company have any knowledge of any tax deficiencies, in either
case, that could, in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


12









 






(hh) Neither the Company nor any of the Subsidiaries is in violation of its charter or
by-laws (or similar organizational documents); neither the Company nor any of its
subsidiaries (i) is in default, and no event has occurred that, with notice or lapse of time
or both, would constitute such a default, in the due performance or observance of any term,
covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement,
license or other agreement or instrument to which it is a party or by which it is bound or
to which any of its properties or assets is subject or (ii) is in violation of any statute
or any order, rule or regulation of any court or governmental agency or body having
jurisdiction over it or its property or assets or has failed to obtain any license, permit,
certificate, franchise or other governmental authorization or permit necessary to the
ownership of its property or to the conduct of its business, except in the case of clauses
(i) and (ii), to the extent any such violation or default could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect and except (in the case
of clause (i) alone) for any lien, charge or encumbrance disclosed in the Pricing Disclosure
Package and the Offering Memorandum.




(ii) There is and has been no failure on the part of the Company, the Guarantors or any
of their respective directors or officers, in their capacities as such, to comply with the
provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith, except where failure to be in compliance would not reasonably be
expected to result in a Material Adverse Effect.




(jj) No forward-looking statement (within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act) contained in any of the Pricing Disclosure Package
or the Offering Memorandum has been made or reaffirmed without a reasonable basis or has
been disclosed other than in good faith.




(kk) The Company and its subsidiaries maintain an effective system of “disclosure
controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed
to ensure that they provide a reasonable level of assurance that information required to be
disclosed by the Company in reports that it files or submits under the Exchange Act is
recorded, processed summarized and reported within the time
periods specified in the Commission’s rules and forms, including controls and
procedures designed to ensure that they provide a reasonable level of assurance that such
information is accumulated and communicated to the Company’s management as appropriate to
allow timely decisions regarding required disclosure. The Company and its subsidiaries have
carried out evaluations of the effectiveness of their disclosure controls and procedures as
required by Rule 13a-15 of the Exchange Act.




(ll) The Company and its subsidiaries maintain systems of “internal control over
financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the
requirements of the Exchange Act and have been designed by, or under the supervision of,
their respective principal executive and principal financial officers, or persons performing
similar functions, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. The Company and its subsidiaries maintain
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. Except as disclosed in each of the Pricing
Disclosure Package and the Offering Memorandum, the Company has not been advised of any
material weaknesses in the Company’s internal controls as of the date hereof.


 


13









 






(mm) The Company and each of its subsidiaries have such permits, licenses, patents,
franchises, certificates of need and other approvals or authorizations of governmental or
regulatory authorities (“Permits”) as are necessary under applicable law to own their
properties and conduct their businesses in the manner described in the Pricing Disclosure
Package, except for any of the foregoing that could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect; each of the Company and its subsidiaries has
fulfilled and performed all of its obligations with respect to the Permits, and no event has
occurred that allows, or after notice or lapse of time would allow, revocation or
termination thereof or results in any other impairment of the rights of the holder or any
such Permits, except for any of the foregoing that could not be reasonably expected to have
a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received
notice of any revocation or modification of any such Permit or has any reason to believe
that any such Permit will not be renewed in the ordinary course.




(nn) The Company and each of its subsidiaries own or possess adequate rights to use all
material patents, patent applications, trademarks, service marks, trade names, trademark
registrations, service mark registrations, copyrights, licenses, know-how, software, systems
and technology (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures) necessary
for the conduct of their respective businesses, except for any of the foregoing that
could not reasonably be expected to result in a Material Adverse Effect.




(oo) Except as described in the Pricing Disclosure Package and the Offering Memorandum,
(A) there are no proceedings that are pending, or known to be contemplated, against the
Company or any of its subsidiaries under any laws, regulations, ordinances, rules, orders,
judgments, decrees, permits or other legal requirements of any governmental authority,
including without limitation any international, national, state, provincial, regional, or
local authority, relating to the protection of human health or safety, the environment, or
natural resources, or to hazardous or toxic substances or wastes, pollutants or contaminants
(“Environmental Laws”) in which a governmental authority is also a party, other than such
proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or
more will be imposed, (B) the Company and its subsidiaries are not aware of any issues
regarding compliance with Environmental Laws, or liabilities or other obligations under
Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or
contaminants, that could reasonably be expected to have a Material Adverse Effect, and (C)
none of the Company and its subsidiaries anticipates material (with respect to the Company
and its subsidiaries, taken as a whole) capital expenditures relating to Environmental Laws
(except, with respect to development projects, such capital expenditures which do not
materially exceed amounts contemplated for such capital expenditures in budgets or cost
estimates for such projects or potential expenditures in connection with proposed projects
for which budgets have not been developed).


 


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(pp) Neither the Company nor any of its subsidiaries, nor, to the knowledge of the
Company, any director, officer, agent, employee or other person associated with or acting on
behalf of the Company or any of its subsidiaries has, at any time during the last five
years, (i) used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expense relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate
funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback
or other unlawful payment.




(qq) The operations of the Company and its subsidiaries are and have been conducted at
all times in compliance with applicable financial recordkeeping and reporting requirements
of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or
enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no
action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any of its subsidiaries with respect to the Money
Laundering Laws is pending or, to the knowledge of the Company, threatened, except in each
case, as would not reasonably be expected to have a Material Adverse Effect.




(rr) Neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any director, officer, agent, employee or affiliate of the Company or any of its
subsidiaries is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not
directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or
entity, for the purpose of knowingly financing the activities of any person currently
subject to any U.S. sanctions administered by OFAC.




(ss) The Company has not distributed and, prior to the later to occur of the Closing
Date and completion of the distribution of the Notes, will not distribute any offering
material in connection with the offering and sale of the Notes other than any Preliminary
Offering Memorandum, the Pricing Term Sheet, the Offering Memorandum or any Free Writing
Offering Document to which the Representatives have consented in accordance with Section
2(i).




(tt) The Company and the Guarantors have not taken and will not take, directly or
indirectly, any action designed to or that has constituted or that could reasonably be
expected to cause or result in the stabilization or manipulation of the price of any
security of the Company or the Guarantors to facilitate the sale or resale of the Notes or
Guarantees.


 


15









 






(uu) The Company and its subsidiaries have good and marketable title to all real
property and to all personal property described in the Pricing Disclosure Package and the
Offering Memorandum as being owned by them, in each case free and clear of all liens,
encumbrances and defects except (i) such as are described in the Pricing Disclosure Package
and the Offering Memorandum, (ii) such as arise in connection with the Bank Credit Facility,
(iii) such as do not (individually or in the aggregate) interfere with the use made or
proposed to be made of such property by the Company and its subsidiaries, (iv) with respect
to land held for development, restrictions ordinarily expected to be resolved in the
development process, or (v) such as are not (individually or in the aggregate) reasonably
likely to result in a Material Adverse Effect; and any real property and buildings held
under lease or sublease by the Company and its subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as (i) do not interfere with, the use
made and proposed to be made of such property and buildings by the Company and its
subsidiaries or (ii) are not (individually or in the aggregate) reasonably likely to result
in a Material Adverse Effect. Neither the Company nor any subsidiary has received any
written notice of any claim adverse to its ownership of any real or personal property or of
any claim against the continued possession of any real property, whether owned or held under
lease or sublease by the Company or any subsidiary, except as would not reasonably be likely
to result in a Material Adverse Effect.




(vv) The Company and its subsidiaries carry, or are covered by, insurance in such
amounts and covering such risks as the Company reasonably considers adequate for the conduct
of their business and the value of their properties and as is reasonably customary for
companies engaged in similar businesses in similar industries.




(ww) Neither the Company nor any of its Subsidiaries intends, or intends to permit any
of their respective Subsidiaries, to incur debts beyond its ability to pay such debts as
they mature, taking into account the timing and the amounts of cash to be received by the
Company or any of its Subsidiaries and the timing and the amounts of cash to be payable on
or in respect of the Company’s indebtedness or the indebtedness of each Subsidiary.




(xx) No Restricted Subsidiary (as defined in the Indenture) of the Company is currently
prohibited, directly or indirectly, from paying any dividends to the Company, from making
any other distribution on such Restricted Subsidiary’s capital stock, from repaying to the
Company any loan or advances to such Restricted Subsidiary from the Company or from
transferring any of such Restricted Subsidiary’s property or assets to the Company or any
other Restricted Subsidiary of the Company, except as described in or contemplated by the
Pricing Disclosure Package.


 


16









 






(yy) Immediately after each of the Guarantors has entered into the Guarantee to which
it is a party, (i) the fair value of the assets of such Guarantor will exceed the debts and
liabilities, subordinated, contingent or otherwise, of such Guarantor, (ii) the present fair
saleable value of the property of such Guarantor will be greater than the amount that will
be required to pay the probable liabilities of such Guarantor on its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other liabilities,
subordinated, contingent or otherwise, become absolute and matured, (iii) such Guarantor
will be able to pay its debts and other liabilities, subordinated, contingent or otherwise,
as such debts and other liabilities become absolute and matured, and (iv) such Guarantor
will not have an unreasonably small capital with which to conduct the business in which it
is engaged as such business is conducted and is proposed to be conducted following the
Closing Date.




(zz) None of the transactions contemplated by this Agreement (including without
limitation, the use of the proceeds from the sale of the Notes), will violate or result in a
violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder,
including, without limitation, Regulations T, U, and X of the Board of Governors of the
Federal Reserve System.




(aaa) On and immediately after the Closing Date, the Company (after giving effect to
the issuance of the Notes and the other transactions related thereto as described in each of
the Pricing Disclosure Memorandum and the Offering Memorandum) will be Solvent. As used in
this paragraph, the term “Solvent” means, with respect to a particular date, that on such
date (i) the present fair market value (or present fair saleable value) of the assets of the
Company is not less than the total amount required to pay the liabilities of the Company on
its total existing debts and liabilities (including contingent liabilities) as they become
absolute and matured; (ii) the Company is able to realize upon its assets and pay its debts
and other liabilities, contingent obligations and commitments as they mature and become due
in the normal course of business; (iii) assuming consummation of the issuance of the Notes
as contemplated by this Agreement, the Pricing Disclosure Memorandum and the Offering
Memorandum, the Company is not incurring debts or liabilities beyond its ability to pay as
such debts and liabilities mature; (iv) the Company is not engaged in any business
or transaction, and does not propose to engage in any business or transaction, for
which its property would constitute unreasonably small capital after giving due
consideration to the prevailing practice in the industry in which the Company is engaged;
and (v) the Company is not a defendant in any civil action that would reasonably be expected
to result in a judgment that the Company is or would become unable to satisfy.




(bbb) The Notes constitute “senior indebtedness” as such term is defined in any
indenture or agreement governing any outstanding subordinated indebtedness of the Company.



Any certificate signed by any officer of the Company or the Guarantors, as the case may be,
and delivered to the Representatives or counsel for the Initial Purchasers in connection with the
offering of the Notes shall be deemed a representation and warranty by the Company and the
Guarantors, jointly and severally, as to matters covered thereby (and is subject to the limitations
therein, if any), to each Initial Purchaser. The Company and the Guarantors acknowledge that, for
purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 8 hereof,
counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth
of the foregoing representations, warranties and agreements and the Company and the Guarantors
hereby consent to such reliance.


 


17









 





3. Purchase
of the Notes by the Initial Purchasers. On the basis of the
representations and warranties contained in, and subject to the terms and conditions of, this
Agreement, the Company agrees to sell the Notes to the several Initial Purchasers, and each of the
Initial Purchasers, severally and not jointly, agrees to purchase from the Company, the aggregate
principal amount of the Notes set forth opposite the respective names of the Initial Purchasers on
Schedule 1 hereto, at a purchase price equal to 96.597% of the principal amount thereof,
plus accrued interest, if any, from August 10, 2009 to the Closing Date.



4. Offering
of Notes by the Initial Purchasers. Each of the Initial Purchasers,
severally and not jointly, hereby represents and warrants to the Company that it will offer the
Notes for sale upon the terms and conditions set forth in this Agreement and in the Pricing
Disclosure Package. Each of the Initial Purchasers hereby represents and warrants to, and agrees
with, the Company, on the basis of the representations, warranties and agreements of the Company
and the Guarantors that such Initial Purchaser: (i) is a QIB with such knowledge and experience in
financial and business matters as are necessary in order to evaluate the merits and risks of an
investment in the Notes; (ii) is purchasing the Notes pursuant to a private sale exempt from
registration under the Act; (iii) is not acquiring the Notes with a view to any distribution
thereof or with any present intention of offering or selling any of the Notes in a transaction that
would violate the Act or the securities laws of any state of the United States or any other
applicable jurisdiction; (iv) in connection with the Exempt Resales, will solicit offers to buy the
Notes only from, and will offer to sell the Notes only to, the Eligible Purchasers in accordance
with this Agreement and on the terms contemplated by the Pricing Disclosure Package; (v) will not
offer or sell the Notes, nor has it offered or sold the Notes by, or otherwise engaged in, any form
of general solicitation or general advertising (within the meaning of Regulation D, including, but
not limited to, advertisements, articles, notices or other communications published in any
newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or
meeting whose attendees have been invited by any general solicitation or general
advertising); (vi) will not engage in any directed selling efforts within the meaning of Rule
902 under the Act, in connection with the offering of the Notes; (vii) will not offer or sell the
Notes as part of a plan or scheme to evade the registration provisions of the Act, in connection
with the offering of the Notes in reliance on Regulation S; and (viii) has not, and its affiliates
have not, offered or sold, and neither it nor its affiliates will offer or sell the Notes in the
United States or to, or for the benefit or account of, a U.S. person (other than a distributor)
(x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the
commencement of the offering of the Notes pursuant hereto and the Closing Date (the “distribution

 


18









 




compliance
period”), other than in accordance with Regulation S or another exemption from the
registration requirements of the Act. The Initial Purchasers further agree that, during such
40-day distribution compliance period, it will not cause any advertisement with respect to the
Notes (including any “tombstone” advertisement) to be published in any newspaper or periodical or
posted in any public place and will not issue any circular relating to the Notes, except such
advertisements as permitted, and include the statements required, by Regulation S. The Initial
Purchasers also agree that, at or prior to confirmation of a sale of Notes offered and sold
pursuant to Regulation S, it will have sent to each distributor, dealer or person receiving a
selling concession, fee or other renumeration in respect of the Notes from it during the restricted
period a confirmation or notice substantially to the following effect:




“The Notes covered hereby have not been registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and may
not be offered, sold, assigned, transferred, pledged, encumbered or
otherwise transferred within the United States or to, or for the
account or benefit of, U.S. persons (i) as part of your distribution
at any time or (ii) otherwise until 40 days after the later of the
commencement of the Offering and the Closing Date, except in either
case (A) in accordance with Regulation S under the Securities Act,
(B) to a “Qualified Institutional Buyer” (as defined in Rule 144A
(“Rule 144A”) under the Securities Act) in a transaction meeting the
requirements of Rule 144A or (C) to an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3), (5), (6) or (7)
of Regulation D under the Securities Act) in a transaction that is
exempt from the registration requirements of the Securities Act, and
in connection with any subsequent sale by you of the Series A Notes
covered hereby in reliance on Regulation S during the period
referred to above to any distributor, dealer or person receiving a
selling concession, fee or other remuneration, you must deliver a
notice to substantially the foregoing effect. Terms used above have
the meanings assigned to them in Regulation S.”



The Initial Purchasers have advised the Company that they will offer the Notes to Eligible
Purchasers at a price initially equal to 98.597% of the principal amount thereof, plus accrued
interest, if any, from the date of issuance of the Notes. Such price may be changed by the Initial
Purchasers at any time without notice.



The Company shall not be obligated to deliver any Notes to be delivered on the Closing Date,
except upon payment of the aggregate principal amount (less the applicable discount and payment of
interest set forth in Section 3 above) for all of the Notes to be purchased under this Agreement.



Each of the Initial Purchasers understands that the Company and, for purposes of the opinions
to be delivered to the Initial Purchasers pursuant to Section 8 hereof, counsel to the Company and
counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing
representations, warranties and agreements and the Initial Purchasers hereby consent to such
reliance.




5.
Delivery of and Payment for the Notes.




(a) Delivery of and payment for the Notes shall be made at the offices of Irell &
Manella, 1800 Avenue of the Stars, Los Angeles, CA 90067, at 10:00 A.M., New York City time,
on the tenth full business day following the date of this Agreement or at such other date or
place as shall be determined by agreement between the Representatives and the Company (the
“Closing Date”).


 


19









 






(b) Delivery of the Notes will be made to the Representatives by or on behalf of the
Company against payment of the purchase price therefor by wire transfer of immediately
available funds. Delivery of the Notes will be made through the facilities of The
Depository Trust Company (“DTC”) unless the Representatives will otherwise instruct.
Delivery of the Notes at the time and place specified in this Agreement is a further
condition to the obligations of each Initial Purchaser.




6.
Further Agreements of the Company, the Guarantors and the Initial
Purchasers. Each of the Company and the Guarantors agrees as follows:




(a) The Company and the Guarantors will furnish to the Initial Purchasers, without
charge, within one business day of the date of the Offering Memorandum, such number of
copies of the Offering Memorandum as may then be amended or supplemented as they may
reasonably request.




(b) The Company and the Guarantors will not make any amendment or supplement to the
Pricing Disclosure Package or to the Offering Memorandum of which the Initial Purchasers
shall not previously have been advised or to which they shall reasonably object after being
so advised.




(c) The Company and each of the Guarantors consents to the use of the Pricing
Disclosure Package and the Offering Memorandum, in accordance with the securities or Blue
Sky laws of the jurisdictions in which the Notes are offered by the Initial Purchasers and
by all dealers to whom Notes may be sold, in connection with the offering and sale of the
Notes.




(d) If, at any time prior to completion of the distribution of the Notes by the Initial
Purchasers to Eligible Purchasers, any event occurs or information becomes known
that, in the judgment of the Company, any of the Guarantors or in the opinion of
counsel for the Initial Purchasers, should be set forth in the Pricing Disclosure Package or
the Offering Memorandum so that the Pricing Disclosure Package or the Offering Memorandum,
as then amended or supplemented, does not include any untrue statement of material fact or
omit 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, or if it is necessary to
supplement or amend the Pricing Disclosure Package or the Offering Memorandum in order to
comply with any law, the Company and the Guarantors will forthwith prepare an appropriate
supplement or amendment thereto, and will expeditiously furnish to the Initial Purchasers
and dealers a reasonable number of copies thereof.


 


20









 






(e) None of the Company nor any Guarantor will make any offer to sell or solicitation
of an offer to buy the Notes that would constitute a Free Writing Offering Document without
the prior consent of the Representatives, which consent shall not be unreasonably withheld
or delayed; if at any time following issuance of a Free Writing Offering Document any event
occurred or occurs as a result of which such Free Writing Offering Document conflicts with
the information in the Pricing Disclosure Package or the Offering Memorandum or, when taken
together with the information in the Pricing Disclosure Package or the Offering Memorandum,
includes an untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements therein, in the light of the circumstances then
prevailing, not misleading, as promptly as practicable after becoming aware thereof, the
Company will give notice thereof to the Initial Purchasers through the Representatives and,
if requested by the Representatives, will prepare and furnish without charge to each Initial
Purchaser a Free Writing Offering Document or other document which will correct such
conflict, statement or omission.




(f) The Company and the Guarantors promptly from time to time will take such action as
the Representatives may reasonably request to qualify the Notes and Guarantees for offering
and sale under the securities laws or Blue Sky laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit the continuance of
sales and dealings therein in such jurisdictions for as long as may be necessary to complete
the distribution of the Notes; provided that in connection therewith the Company and the
Guarantors shall not be required to (i) qualify as a foreign corporation in any jurisdiction
in which it would not otherwise be required to so qualify, (ii) file a general consent to
service of process in any such jurisdiction or (iii) subject itself to taxation in any
jurisdiction in which it would not otherwise be subject.




(g) During the period of 90 days from the date hereof, without the prior written
consent of J.P. Morgan Securities Inc. and Banc of America Securities LLC on behalf of the
Initial Purchasers, which consent shall not be unreasonably withheld, to not, directly or
indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase,
pledge or otherwise dispose of (or enter into any transaction or duties which is designed
to, or could be expected to, result in the disposition by any person at any time in the
future) any debt securities of the Company or any Subsidiary with terms substantially
similar (including having equal rank) to the Notes (other than the Notes); provided,
however, nothing contained in this Section 6(g) shall obligate the Company to retain
J.P. Morgan Securities Inc. or Banc of America Securities LLC as its initial purchaser or
underwriter.




(h) The Company will furnish to the holders of the Notes as soon as practicable after
the end of each fiscal year an annual report (including a balance sheet and statements of
income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries
certified by independent public accountants) and, as soon as practicable after the end of
each of the first three quarters of each fiscal year (beginning with the fiscal quarter
ending after the date of the Offering Memorandum), will make available to its
securityholders consolidated summary financial information of the Company and its
subsidiaries for such quarter in reasonable detail.




(i) So long as any of the Notes are outstanding, the Company and the Guarantors will
furnish to the Initial Purchasers (i) as soon as available, a copy of each report of the
Company or any Guarantor mailed to stockholders generally or filed with any stock exchange
or regulatory body and (ii) from time to time such other information concerning the Company
or the Guarantors as the Initial Purchasers may reasonably request.


 


21









 






(j) The Company and the Guarantors will apply the net proceeds from the sale of the
Notes being sold by the Company as set forth in the Offering Memorandum under the caption
“Use of Proceeds.”




(k) The Company and the Guarantors will not (and cause its affiliates not to) take,
directly or indirectly, any action which is designed to or which constitutes or which might
reasonably be expected to cause or result in the stabilization or manipulation of the price
of any security of the Company or the Guarantors to facilitate the sale or resale of the
Notes or Guarantees and neither the Company, the Guarantors nor any of its affiliated
purchasers (as defined in Rule 100 of Regulation M under the Exchange Act) will take any
action prohibited by Regulation M under the Exchange Act.




(l) The Company and the Guarantors will not oppose the Notes being made eligible for
clearance and settlement through the DTC.




(m) During the period from the Closing Date to one year after the Closing Date, the
Company and the Guarantors will not, and will not permit any of their respective affiliates
(as defined in Rule 144 under the Act) to, resell any of the Notes that have been acquired
by any of them, except for Notes purchased by the Company, the Guarantors or any of their
respective affiliates and resold in a transaction registered under the Act or pursuant to
Rule 144 of the Act.




(n) The Company and the Guarantors agree not to sell, offer for sale or solicit offers
to buy or otherwise negotiate in respect of any security (as defined in the Act) that would
be integrated with the sale of the Notes in a manner that would require the registration
under the Act of the sale to the Initial Purchasers or the Eligible Purchasers of the Notes.




(o) The Company and the Guarantors agree to comply with all the terms and conditions of
the Registration Rights Agreement and all agreements set forth in the representation letters
of the Company and the Guarantors to DTC relating to the approval of the Notes by DTC for
“book entry” transfer.




(p) The Company and the Guarantors will take such steps as shall be necessary to ensure
that neither the Company nor any of the Company’s subsidiaries becomes an “investment
company” within the meaning of such term under the Investment Company Act of 1940, as
amended.




(q) The Company and the Guarantors agree use their best efforts to do and perform all
things required to be done or performed under this Agreement by the Company and the
Guarantors prior to the Closing Date to satisfy all conditions precedent to the delivery of
the Notes.




(r) The Company and the Guarantors agree to take all reasonable action necessary to
enable Standard & Poor’s Corporation and Moody’s Investors Service, Inc. to reaffirm their
respective credit ratings on the Company’s outstanding senior subordinated debt, including
for this purpose, the issuance of the Notes.


 


22









 





7. Expenses. The Company and the Guarantors jointly and severally, agree, whether or
not the transactions contemplated by this Agreement are consummated or this Agreement is
terminated, to pay all costs, expenses, fees and taxes incident to and in connection with (a) the
preparation and printing of certificates for the Notes; (b) the preparation and printing of the
Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum
(including any exhibits thereto), Registration Rights Agreement and any amendment or supplement
thereto; (c) the distribution of the Preliminary Offering Memorandum, the Pricing Disclosure
Package and the Offering Memorandum (including any exhibits thereto), Registration Rights Agreement
and any amendment or supplement thereto, or any document incorporated by reference therein, all as
provided in this Agreement; (d) any required review by FINRA of the terms of sale of the Notes or
Guarantees (including related reasonable and documented fees and expenses of counsel to the Initial
Purchasers); (e) the qualification of the Notes, the Guarantees, the Exchange Notes and the
Exchange Guarantees under the securities laws of the several jurisdictions as provided in Section
6(f) and the preparation, printing and distribution of a Blue Sky Memorandum (including related
reasonable and documented fees and expenses of counsel to the Initial Purchasers); (f) the Trustee,
any agent of the Trustee, the counsel for the Trustee in connection with the Indenture, the Notes,
the Guarantees, the Exchange Notes and the Exchange Guarantees; (g) all expenses in connection with
the approval of the Notes by DTC for “book-entry” transfer; (h) the furnishing of such copies of
the Preliminary Offering Memorandum and the Offering Memorandum, and all amendments and supplements
thereto, as may be reasonably requested for use in connection with the Exempt Resales; and (i) all
expenses in connection with the rating of the Notes and the Exchange Notes. The Company and the
Guarantors shall not be required to pay for any of the Initial Purchasers’ costs and expenses
(other than those as described in clauses (d) and (e) above), including, without limitation, (i)
the fees and expenses of counsel to the Initial Purchasers (other than as set forth above) and (ii)
the “roadshow” expenses of the Initial Purchasers; provided, however, if the sale of Notes pursuant
to Section 3 of this Agreement shall not be consummated because the conditions in
Section 8 (other than Section 8(k)) hereof are not satisfied, or because this Agreement is
terminated by the Representatives pursuant to Section 11 hereof, or by reason of any failure,
refusal or inability on the part of the Company or any of the Guarantors to perform any undertaking
or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to
be performed, unless such failure, refusal or inability is due primarily to the default or omission
of any Initial Purchaser, the Company and each Guarantor, jointly and severally shall reimburse the
several Initial Purchasers for reasonable out-of-pocket expenses, including reasonable and
documented fees and disbursements of counsel, reasonably incurred in connection with investigating,
marketing and proposing to market the Notes or in contemplation of performing their obligations
hereunder; but the Company and the Guarantors shall not in any event be liable to any of the
several Initial Purchasers for damages on account of loss of anticipated profits from the sale by
them of the Notes.



 


23









 





8. Conditions
of Initial Purchasers’ Obligations. The respective obligations of the
Initial Purchasers hereunder are subject to the accuracy, when made and on the Closing Date, of the
representations and warranties of the Company and the Guarantors contained herein, to the
performance by the Company and the Guarantors of their respective obligations hereunder, and to
each of the following additional terms and conditions:




(a) The Initial Purchasers shall not have discovered and disclosed to the Company on or
prior to the Closing Date that the Pricing Disclosure Package or the Offering Memorandum or
any amendment or supplement thereto contains an untrue statement of a fact that, in the
opinion of counsel to the Initial Purchasers, is material or omits to state a fact that, in
the opinion of such counsel, is material and is required to be stated therein or is
necessary to make the statements therein not misleading.




(b) All corporate proceedings and other legal matters incident to the authorization,
form and validity of this Agreement, the Indenture, the Notes, the Guarantees, the Exchange
Notes, the Exchange Guarantees, the Registration Rights Agreement and the Offering
Memorandum, and all other legal matters relating to this Agreement and the transactions
contemplated hereby and thereby shall be reasonably satisfactory in all material respects to
counsel for the Initial Purchasers, and the Company shall have furnished to such counsel all
documents and information that they may reasonably request to enable them to pass upon such
matters.




(c) Irell & Manella LLP shall have furnished to the Representatives its written
opinion, as counsel to the Company, addressed to the Initial Purchasers and dated the
Closing Date, in form and substance reasonably satisfactory to the Representatives,
substantially in the form attached hereto as Exhibit B-1.




(d) Brownstein Hyatt Farber Schreck, LLP, Nevada counsel for the Company, shall have
furnished to the Representatives its written opinion, as counsel to the Company, addressed
to the Initial Purchasers and dated the Closing Date, in form and substance reasonably
satisfactory to the Representatives, substantially in the form attached hereto as
Exhibit B-2.




(e) Baker & Daniels LLP, Indiana counsel for the Company, shall have furnished to the
Representatives its written opinion, as counsel to the Company,
addressed to the Initial Purchasers and dated the Closing Date, in form and substance
reasonably satisfactory to the Representatives, substantially in the form attached hereto as
Exhibit B-3.




(f) Stone Pigman Walther Wittmann L.L.C., Louisiana counsel for the Company, shall have
furnished to the Representatives its written opinion, as counsel to the Company, addressed
to the Initial Purchasers and dated the Closing Date, in form and substance reasonably
satisfactory to the Representatives, substantially in the form attached hereto as
Exhibit B-4.




(g) Briol & Associates, PLLC, Minnesota counsel for the Company, shall have furnished
to the Representatives its written opinion, as counsel to the Company, addressed to the
Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory
to the Representatives, substantially in the form attached hereto as Exhibit B-5.


 


24









 






(h) Lathrop & Gage, LLP, Missouri counsel for the Company, shall have furnished to the
Representatives its written opinion, as counsel to the Company, addressed to the Initial
Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the
Representatives, substantially in the form attached hereto as Exhibit B-6.




(i) Sills Cummis Epstein & Gross P.C., New Jersey counsel for the Company, shall have
furnished to the Representatives its written opinion, as counsel to the Company, addressed
to the Initial Purchasers and dated the Closing Date, in form and substance reasonably
satisfactory to the Representatives, substantially in the form attached hereto as
Exhibit B-7.




(j) Watkins Ludlam Winter & Stennis, P.A., Mississippi counsel for the Company, shall
have furnished to the Representatives its written opinion, as counsel to the Company,
addressed to the Initial Purchasers and dated the Closing Date, in form and substance
reasonably satisfactory to the Representatives, substantially in the form attached hereto as
Exhibit B-8.




(k) The Representatives shall have received from Latham & Watkins LLP, counsel for the
Initial Purchasers, such opinion or opinions, dated the Closing Date, with respect to the
issuance and sale of the Notes, the Pricing Disclosure Package and the Offering Memorandum
and other related matters as the Representatives may reasonably require, and the Company and
the Guarantors shall have furnished to such counsel such documents as they reasonably
request for the purpose of enabling them to pass upon such matters.




(l) At the time of execution of this Agreement, the Representatives shall have received
from each of Deloitte & Touche LLP and Ernst & Young LLP a letter, in form and substance
satisfactory to the Representatives, addressed to the Initial Purchasers and dated the date
hereof (i) confirming that they are independent public accountants within the meaning of the
Act and are in compliance with the applicable requirements relating to
the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission,
and (ii) stating, as of the date hereof (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial information is given
in the Pricing Disclosure Package, as of a date not more than three days prior to the date
hereof), the conclusions and findings of such firm with respect to the financial information
and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in
connection with registered public offerings, or, in the case of Ernst & Young LLP, such
matters as set forth on Exhibit C.


 


25









 






(m) With respect to the letters of Deloitte & Touche LLP and Ernst & Young LLP referred
to in the preceding paragraph and delivered to the Representatives concurrently with the
execution of this Agreement (the “initial letters”), the Company shall have furnished to the
Representatives letters (the “bring-down letters”), of each of such accountants, addressed
to the Initial Purchasers and dated the Closing Date (i) confirming that they are
independent public accountants within the meaning of the Act and are in compliance with the
applicable requirements relating to the qualification of accountants under Rule 2-01 of
Regulation S-X of the Commission, (ii) in the case of Deloitte & Touche LLP stating, as of
the date of its bring-down letter (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial information is given
in each of the Pricing Disclosure Package or the Offering Memorandum, as of a date not more
than three days prior to the date of the bring-down letter), the conclusions and findings of
such firm with respect to the financial information and other matters covered by their
initial letter, (iii) in the case of Ernst & Young LLP, stating, as of the date of its
bring-down letter (or, with respect to matters involving changes or developments since the
respective dates of which specified financial information is given in the Pricing Disclosure
Package or the Offering Memorandum, as of a date not more than three days prior to the date
of the bring-down letter), the conclusions and findings of such firm with respect to its SAS
100 review of the Company’s consolidated financial statements included in its Form 10-Q for
the quarter ended June 30, 2009 and filed with the Commission and other matters ordinarily
covered by accountants’ “comfort letters” to underwriters in connection with registered
public offerings and (iii) confirming in all material respects the conclusions and findings
set forth in the initial letters.




(n) The Company shall have furnished to the Representatives a certificate, dated the
Closing Date, of the Company’s Chief Executive Officer and its Chief Financial Officer
stating, in their respective capacities as officers of the Company and not in their
respective individual capacities, that each of them severally represents that:




(i) The representations, warranties and agreements of the Company and the
Guarantors in Section 2 are true and correct on and as of the Closing Date, and the
Company and the Guarantors have complied with all of their respective agreements
contained herein in all material respects and satisfied all the conditions on their
part to be performed or satisfied hereunder at or prior to the Closing Date;




(ii) He or she has carefully examined the Pricing Disclosure Package and the
Offering Memorandum, and, in his or her opinion, (A) the Pricing Disclosure Package,
as of the Applicable Time, and the Offering Memorandum, as of its date and the
Closing Date, did not and do not contain any untrue statement of a material fact and
did not and do not omit 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, and (B) since the date of the Pricing Disclosure Package and the
Offering Memorandum no event has occurred that should have been set forth in a
supplement or amendment to the Pricing Disclosure Package or the Offering Memorandum
that has not been so set forth; and




(iii) Since the respective dates as of which information is given in the
Pricing Disclosure Package and the Offering Memorandum, there has not been any
development that resulted in a Material Adverse Effect or any development that could
reasonably be expected to result in a Material Adverse Effect, whether or not
arising in the ordinary course of business.


 


26









 






(o) Except as described in the Pricing Disclosure Package, (i) neither the Company nor
any of its subsidiaries shall have sustained, since the date of the latest audited financial
statements included or incorporated by reference in the Pricing Disclosure Package, any
change resulting in a Material Adverse Effect or (ii) since such date there shall not have
been any change in the capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective change, in or
affecting the condition (financial or otherwise), results of operations, stockholders’
equity, properties, management, business or prospects of the Company and its subsidiaries
taken as a whole, the effect of which is, in the reasonable judgment of the Representatives
so material and adverse as to make it impracticable or inadvisable to proceed with the
offering or the delivery of the Notes being delivered on the Closing Date on the terms and
in the manner contemplated in the Pricing Disclosure Package.




(p) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall
have occurred in the rating accorded the Company’s or any of its Subsidiaries’ debt
securities or preferred stock by Standard & Poor’s Corporation and Moody’s Investors Service
and (ii) neither Standard & Poor’s Corporation nor Moody’s Investors Service shall have
publicly announced that it has under surveillance or review, with possible negative
implications, its rating of any of the Company’s or any of its Subsidiaries’ debt securities
or preferred stock.




(q) [Intentionally omitted.]




(r) Subsequent to the execution and delivery of this Agreement there shall not have
occurred any of the following: (i) trading in securities generally on the New York Stock
Exchange or the American Stock Exchange or in the over-the-counter market, or trading in any
securities of the Company on any exchange or in the over-the-counter market, shall have been
suspended or materially limited or the settlement of such trading
generally shall have been materially disrupted or minimum prices shall have been
established on any such exchange or such market by the Commission, by such exchange or by
any other regulatory body or governmental authority having jurisdiction, (ii) a banking
moratorium shall have been declared by federal or state authorities, (iii) the United States
shall have become engaged in hostilities, there shall have been an escalation in hostilities
involving the United States or there shall have been a declaration of a national emergency
or war by the United States if the effect of such engagement in hostilities, escalation or
declaration of war would, in your reasonable judgment, make it impracticable or inadvisable
to market the Notes or to enforce contracts for the sale of the Notes or (iv) there shall
have occurred a change in financial markets or any calamity or crisis inside or outside the
United States or such a material adverse change in general economic, political or financial
conditions, including, without limitation, as a result of terrorist activities after the
date hereof (or the effect of international conditions on the financial markets in the
United States shall be such), as to make it in each such case, in the reasonable judgment of
the Representatives, impracticable or inadvisable to market the Notes or to enforce
contracts for the sale of the Notes.




(s) The DTC shall have accepted the Notes for clearance.


 


27









 






(t) The Representatives shall have received the Bank Consent from the Administrative
Agent under the Bank Credit Facility.




(u) The Company and the Guarantors shall have executed and delivered the Registration
Rights Agreement, and the Initial Purchasers shall have received an original copy thereof,
duly executed by the Company and the Guarantors.




(v) The Company, the Guarantors and the Trustee shall have executed and delivered the
Indenture, and the Initial Purchasers shall have received an original copy thereof, duly
executed by the Company, the Guarantors and the Trustee.




(w) The Company and the Guarantors shall have furnished the Representatives and counsel
to the Initial Purchasers with such other certificates, opinions or other documents as they
may have reasonably requested.



All opinions, letters, evidence and certificates mentioned above or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof only if they are in all
material respects reasonably satisfactory to counsel for the Initial Purchasers.




9.
Indemnification and Contribution.




(a) Each of the Company and the Guarantors, jointly and severally, shall indemnify and
hold harmless each Initial Purchaser, its affiliates, directors, officers and employees and
each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of
the Act, from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, but not limited to, any loss, claim, damage, liability
or action relating to purchases and sales of Notes and Guarantees), to which that Initial
Purchaser, affiliate, director, officer, employee or controlling person
may become subject, under the Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained (A) in any Free Writing Offering Document, the
Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum
or in any amendment or supplement thereto, (B) in any Blue Sky application or other document
prepared or executed by the Company or any Guarantor (or based upon any written information
furnished by the Company or any Guarantor) specifically for the purpose of qualifying any or
all of the Notes under the securities laws of any state or other jurisdiction (any such
application, document or information being hereinafter called a “Blue Sky Application”) or
(C) in any materials or information provided to investors by, or with the approval of, the
Company in connection with the marketing of the offering of the Notes (“Marketing
Materials”), including any roadshow or investor presentations made to investors by the
Company (whether in person or electronically), (ii) the omission or alleged omission to
state in any Free Writing Offering Document, the Preliminary Offering Memorandum, the
Pricing Disclosure Package or the Offering Memorandum or in any amendment or supplement
thereto or in any Blue Sky Application or in any Marketing Materials, any material fact
necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading or (iii) any act or failure to act or any alleged act or
failure to act by any Initial Purchaser in connection with, or relating in any manner to,
the Notes, the Guarantees or the offering contemplated hereby, and which is included as part
of or referred to in any loss, claim, damage, liability or action arising out of or based
upon matters covered by clause (i) or (ii) above

 


28









 






(provided
that the  Company and the
Guarantors shall not be liable under this clause (iii) to the extent that it is determined
in a final judgment by a court of competent jurisdiction that such loss, claim, damage,
liability or action resulted directly from any such acts or failures to act undertaken or
omitted to be taken by such Initial Purchaser through its gross negligence or willful
misconduct), and shall reimburse each Initial Purchaser and each such director, officer,
employee or controlling person promptly upon demand for any legal or other out-of-pocket
expenses reasonably incurred by that Initial Purchaser, director, officer, employee or
controlling person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company and the Guarantors shall not be liable in any such case
to the extent that any such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering
Memorandum or in any such amendment or supplement thereto or in any Blue Sky Application or
any Marketing Materials, in reliance upon and in conformity with written information
furnished to the Company through the Representatives by or on behalf of any Initial
Purchaser specifically for inclusion therein, which information consists solely of the
information specified in Section 9(e). The foregoing indemnity agreement is in addition to
any liability which the Company or the Guarantors may otherwise have to any Initial
Purchaser or to any affiliate, director, officer, employee or controlling person of that
Initial Purchaser.




(b) Each Initial Purchaser, severally and not jointly, shall indemnify and hold
harmless the Company, each of the Guarantors and their respective directors, officers and
employees, and each person, if any, who controls the Company or the Guarantors, as the case
may be, within the meaning of Section 15 of the Act, from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof, to which the
Company, the Guarantors or any such director, officer, employee or controlling person may
become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability
or action arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in any Free Writing Offering Document, Preliminary
Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum or in any
amendment or supplement thereto or in any Blue Sky Application or any Marketing Materials,
or (ii) the omission or alleged omission to state in any Free Writing Offering Document,
Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum
or in any amendment or supplement thereto or in any Blue Sky Application or any Marketing
Materials, any material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company through the Representatives by or on behalf of that
Initial Purchaser specifically for inclusion therein, which information is limited to the
information set forth in Section 9(e). The foregoing indemnity agreement is in addition to
any liability that any Initial Purchaser may otherwise have to the Company, any Guarantor
and any such director, officer, employee or controlling person.


 


29









 






(c) Promptly after receipt by an indemnified party under this Section 9 of notice of
any claim or the commencement of any action, the indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under this Section 9, notify
the indemnifying party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 9 except to the extent the party to whom
notice was not given was unaware of the proceeding to which such notice would have related
and has been materially prejudiced by such failure (through the forfeiture of substantive
rights or defenses or a material diminution thereof) and, provided, further, that the
failure to notify the indemnifying party shall not relieve it from any liability which it
may have to an indemnified party otherwise than under this Section 9. If any such claim or
action shall be brought against an indemnified party, and it shall notify the indemnifying
party thereof, the indemnifying party shall be entitled to participate therein and, to the
extent that it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel reasonably satisfactory to the indemnified party and
shall pay as incurred the reasonable fees and disbursements of such counsel related to such
proceeding. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party shall not be
liable to the indemnified party under this Section 9 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense thereof other
than reasonable costs of investigation; provided, however, that an indemnified party shall
have the right to employ counsel to represent jointly the
indemnified parties and their respective directors, officers, employees and controlling
persons who may be subject to liability arising out of any claim in respect of which
indemnity may be sought by the indemnified parties against the indemnifying party under this
Section 9 if (i) the indemnified party and the indemnifying party shall have so mutually
agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel
reasonably satisfactory to the indemnified party; (iii) the indemnified parties and their
respective directors, officers, employees and controlling persons shall have reasonably
concluded that there may be legal defenses available to them that are different from or in
addition to those available to the indemnifying party; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the indemnifying parties or their
respective directors, officers, employees or controlling persons, on the one hand, and the
indemnified party on the other hand, and representation of both sets of parties by the same
counsel would be inappropriate due to actual or potential differing interests between them,
and in any such event the fees and expenses of such separate counsel shall be paid by the
Company and the Guarantors. Any such separate firm for any Initial Purchaser, its
affiliates, directors, officers, employees and any control persons of such Initial Purchaser
shall be designated in writing by J.P. Morgan Securities Inc. and any such separate firm for
the Company, the Guarantors, their respective directors and officers, employees and any
control persons of the Company and the Guarantors shall be designated in writing by the
Company. No indemnifying party shall (A) without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld), settle or compromise
or consent to the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent includes an unconditional
release of each indemnified party from all liability arising out of such claim, action, suit


 


30









 






or proceeding and does not include any findings of fact or admissions of fault or
culpability as to the indemnified party, or (B) be liable for any settlement of any such
action effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with the consent of the indemnifying party or if there be a final
judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify
and hold harmless any indemnified party from and against any loss or liability by reason of
such settlement or judgment. In the event that it is finally judicially determined that any
indemnified party was not entitled to receive payments for legal and other expenses pursuant
to this Section 9, the indemnified party will promptly return all sums that that had been
advanced pursuant hereto.




(d) If the indemnification provided for in this Section 9 shall for any reason be
unavailable to or insufficient to hold harmless an indemnified party under Section 9(a) or
9(b) in respect of any loss, claim, damage or liability, or any action in respect thereof,
referred to therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified party as a
result of such loss, claim, damage or liability, or action in respect thereof, (i) in such
proportion as shall be appropriate to reflect the relative benefits received by the Company
and the Guarantors, on the one hand, and the Initial Purchasers, on the other, from the
offering of the Notes and Guarantees or (ii) if the allocation provided by clause (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 (i) above but also the relative fault of
the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other,
with respect to the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Guarantors, on the
one hand, and the Initial Purchasers, on the other, with respect to such offering shall be
deemed to be in the same proportion as the total net proceeds from the offering of the Notes
purchased under this Agreement (before deducting expenses) received by the Company and the
Guarantors, as set forth on the cover page of the Offering Memorandum, on the one hand, and
the total discounts and commissions received by the Initial Purchasers with respect to the
Notes purchased under this Agreement, as set forth on the cover page of the Offering
Memorandum, on the other hand. The relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company, the
Guarantors or the Initial Purchasers, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such statement or
omission. For purposes of the preceding two sentences, the net proceeds deemed to be
received by the Company shall be deemed to be also for the benefit of the Guarantors, and
information supplied by the Company shall also be deemed to have been supplied by the
Guarantors. The Company, the Guarantors and the Initial Purchasers agree that it would not
be just and equitable if contributions pursuant to this Section 9(d) were to be determined
by pro rata allocation (even if the Initial Purchasers were treated as one entity for such
purpose) or by any other method of allocation that does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage 

 


31









 






or
liability,  or action in respect thereof, referred to
 above in this Section 9(d) shall be deemed to include, for purposes of this Section 9(d),
any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 9(d), no Initial Purchaser shall be required to contribute any amount in excess of
the amount by which the total discounts and commissions received by such Initial Purchaser
with respect to the offering of the Notes exceeds the amount of any damages that such
Initial Purchaser 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
Initial Purchasers’ obligations to contribute as provided in this Section 9(d) are several
in proportion to their respective purchase obligations and not joint.




(e) The Initial Purchasers severally confirm and the Company and the Guarantors
acknowledge and agree that the statements regarding delivery of Notes by the Initial
Purchasers set forth on the cover page of, and the paragraphs relating to stabilization by
the Initial Purchasers appearing under the caption “Plan of Distribution” in, the Offering
Memorandum are correct and constitute the only information concerning such Initial
Purchasers furnished in writing to the Company or any Guarantor by or on
behalf of the Initial Purchasers specifically for inclusion in the Preliminary Offering
Memorandum, the Pricing Disclosure Package and the Offering Memorandum or in any amendment
or supplement thereto.



10. Defaulting
Initial Purchaser. If, on the Closing Date, any Initial Purchaser
defaults in the performance of its obligations under this Agreement, the remaining non-defaulting
Initial Purchasers shall be obligated to purchase the Notes that the defaulting Initial Purchaser
agreed but failed to purchase on the Closing Date in the respective proportions which the principal
amount of the Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser
in Schedule 1 hereto bears to the total principal amount of the Notes set forth opposite
the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto;
provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to
purchase any of the Notes on the Closing Date if the total principal amount of the Notes that the
defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date
exceeds 10.0% of the total principal amount of the Notes to be purchased on the Closing Date, and
any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of
the principal amount of the Notes that it agreed to purchase on the Closing Date pursuant to the
terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial
Purchasers, or those other initial purchasers satisfactory to the Representatives who so agree,
shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed
upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial
Purchasers or other initial purchasers satisfactory to the Representatives do not elect to purchase
the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase
on the Closing Date, this Agreement shall terminate without liability on the part of any
non-defaulting Initial Purchaser, the Company or the Guarantors, except that the Company and
Guarantors will continue to be liable for the payment of expenses to the extent set forth in
Section 7. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of
this Agreement unless the context requires otherwise, any party not listed in Schedule 1
hereto that, pursuant to this Section 10, purchases Notes that a defaulting Initial Purchaser
agreed but failed to purchase.


 


32









 





Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may
have to the Company or Guarantors for damages caused by its default. If other Initial Purchasers
are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser,
either the Representatives or the Company may postpone the Closing Date for up to seven full
business days in order to effect any changes that in the opinion of counsel for the Company or
counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering
Memorandum or in any other document or arrangement.



11. Termination. The obligations of the Initial Purchasers hereunder may be
terminated by the Representatives, by notice given to and received by the Company, prior to
delivery of and payment for the Notes if, prior to that time, any of the events described in
Sections 8(o), 8(p) or 8(r) shall have occurred or if the Initial Purchasers shall decline to
purchase the Notes for any reason permitted under this Agreement.



12. Research Analyst Independence. The Company and the Guarantors acknowledge that
the Initial Purchasers’ research analysts and research departments are required
to be independent from their respective investment banking divisions and are subject to
certain regulations and internal policies, and that such Initial Purchasers’ research analysts may
hold views and make statements or investment recommendations and/or publish research reports with
respect to the Company, the Guarantors and/or the offering that differ from the views of their
respective investment banking divisions. The Company and the Guarantors hereby waive and release,
to the fullest extent permitted by law, any claims that the Company or any of the Guarantors may
have against the Initial Purchasers with respect to any conflict of interest that may arise from
the fact that the views expressed by their independent research analysts and research departments
may be different from or inconsistent with the views or advice communicated to the Company or the
Guarantors by such Initial Purchasers’ investment banking divisions. The Company and the
Guarantors acknowledge that each of the Initial Purchasers is a full service securities firm and as
such from time to time, subject to applicable securities laws, may effect transactions for its own
account or the account of its customers and hold long or short positions in debt or equity
securities of the companies that may be the subject of the transactions contemplated by this
Agreement.



13. No Fiduciary Duty. The Company and the Guarantors acknowledge and agree that in
connection with this offering, sale of the Notes or any other services the Initial Purchasers may
be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or
otherwise, between the parties or any oral representations or assurances previously or subsequently
made by the Initial Purchasers: (i) no fiduciary or agency relationship between the Company, the
Guarantors and any other person, on the one hand, and the Initial Purchasers, on the other, exists;
(ii) the Initial Purchasers are not acting as advisors, expert or otherwise, to the Company or the
Guarantors, including, without limitation, with respect to the determination of the public offering
price of the Notes, and such relationship between the Company and the Guarantors, on the one hand,
and the Initial Purchasers, on the other, is entirely and solely commercial, based on arms-length
negotiations; (iii) any duties and obligations that the Initial Purchasers may have to the Company
or the Guarantors shall be limited to those duties and obligations specifically stated herein; and
(iv) the Initial Purchasers and their respective affiliates may have interests that differ from
those of the Company and the Guarantors. The Company and the Guarantors hereby waive any claims
that the Company or the Guarantors may have against the Initial Purchasers with respect to any
breach of fiduciary duty in connection with this offering.


 


33









 





14. Notices,
Etc. All statements, requests, notices and agreements hereunder shall be
in writing, and:




(a) if to the Initial Purchasers, shall be delivered or sent by mail or facsimile
transmission to: J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017,
Attention: Ken Lang, Fax: (212) 270-1063, or if in connection with Section 9 of this
Agreement, Director of Litigation, Office of General Counsel, J.P. Morgan Securities Inc.,
in each case with a copy to Initial Purchasers’ counsel at Latham & Watkins LLP, 355 South
Grand Ave., Los Angeles, California 90071, Attention: Julian T. H. Kleindorfer, Esq., and
Cynthia A. Rotell, Esq. Fax: (213) 891-8763; and




(b) if to the Company, shall be delivered or sent by mail or facsimile transmission to
Pinnacle Entertainment, Inc., 3800 Howard Hughes Parkway, Las Vegas,
NV 89169, Attention: John A. Godfrey, Esq., Fax: (702) 784-7748, with a copy to the
Company’s counsel at Irell & Manella LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles,
CA 90067-4276, Attention: Kevin McGeehan, Esq. and Ashok W. Mukhey, Esq., Fax: (310)
203-7199.



Any such statements, requests, notices or agreements shall take effect at the time of receipt
thereof. The Company shall be entitled to act and rely upon any request, consent, notice or
agreement given or made on behalf of the Initial Purchasers by J.P. Morgan Securities Inc. on
behalf of the Representatives.



15. Persons
Entitled to Benefit of Agreement. This Agreement shall inure to the
benefit of and be binding upon the Initial Purchasers, the Company, the Guarantors and their
respective successors. This Agreement and the terms and provisions hereof are for the sole benefit
of only those persons, except that (A) the representations, warranties, indemnities and agreements
of the Company and the Guarantors contained in this Agreement shall also be deemed to be for the
benefit of the directors, officers and employees of the Initial Purchasers and each person or
persons, if any, who control any Initial Purchaser within the meaning of Section 15 of the Act and
(B) the indemnity agreement of the Initial Purchasers contained in Section 9(b) of this Agreement
shall be deemed to be for the benefit of the affiliates, directors of the Company, the Guarantors
and any person controlling the Company or the Guarantors within the meaning of Section 15 of the
Act. Nothing in this Agreement is intended or shall be construed to give any person, other than
the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision contained herein.


 


34









 





16. Survival. The respective indemnities, representations, warranties and agreements
of the Company, the Guarantors and the Initial Purchasers contained in this Agreement or made by or
on behalf of them, respectively, pursuant to this Agreement or any certificate delivered pursuant
hereto, shall survive the delivery of and payment for the Notes and shall remain in full force and
effect, regardless of any termination of this Agreement or any investigation made by or on behalf
of any of them or any person controlling any of them.



17. Definition of the Terms “Business Day” and “Subsidiary”. For purposes of this
Agreement, (a) “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not
a day on which banking institutions in New York are generally authorized or obligated by law or
executive order to close and (b) “subsidiary” has the meaning set forth in Rule 405.



18. Partial Enforceability. The invalidity or unenforceability of any Section,
paragraph or provision of this Agreement shall not affect the validity or enforceability of any
other Section, paragraph or provision hereof. If any Section, paragraph or provision of this
Agreement is, for any reason, determined to be invalid or unenforceable, there shall be deemed to
be made such minor changes (and only such minor changes) as are necessary to make it valid and
enforceable and to effect the original intent of the parties hereto.



19. 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.



20. Counterparts. This Agreement may be executed in one or more counterparts and, if
executed in more than one counterpart, the executed counterparts shall each be deemed to be an
original but all such counterparts shall together constitute one and the same instrument.



21. Headings. The headings herein are inserted for convenience of reference only and
are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.



[Signature Pages Follow]




 


35









 







If the foregoing correctly sets forth the agreement among the Company, the Guarantors and the
Initial Purchasers, please indicate your acceptance in the space provided for that purpose below.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 





 


36









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 





 


37









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CASINO MAGIC CORP.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 





 


38









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 







 


39











 




	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 






 


40









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 







 


41












 




	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 






 


42









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 






 


43









 





Accepted:




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 attached hereto




By J.P. Morgan Inc.




	 	 	 	 	 
	By:

	 	/s/ Jack D. Smith	 	 
	 

	 	 	 	 
	 

	 	Authorized Representative	 	 







 


44












 




SCHEDULE 1




	 	 	 	 	 
	 	 	Principal Amount	 
	Initial Purchasers	 	of Notes	 
	 
	 	 	 	 
	J.P. Morgan
Securities Inc.
	 	$	112,500,000	 
	Banc of America Securities LLC.
	 	$	112,500,000	 
	Deutsche Bank Securities Inc.
	 	$	67,500,000	 
	Barclays Capital Inc.
	 	$	67,500,000	 
	Goldman,
Sachs & Co.
	 	$	27,000,000	 
	UBS Investment Bank
	 	$	27,000,000	 
	CALYON
	 	$	18,000,000	 
	Capital One Southcoast
	 	$	11,250,000	 
	Moelis & Company
	 	$	6,750,000	 
	 
	 	 	 	 
	Total
	 	$	450,000,000	 







 


Schedule 1-1 









 







SCHEDULE 2




Subsidiaries




* denotes a subsidiary as described in Section 2(k) of this Agreement.




± denotes an unrestricted subsidiary under the Indenture.





*ACE Gaming, LLC




*AREH MLK LLC




*AREP Boardwalk Properties LLC




*Belterra Resort Indiana, LLC




*Biloxi Casino Corp.




*Boomtown, LLC




Brighton Park Maintenance Corp.





±Casino Magic Buenos Aires, SA




*Casino Magic Corp.




±Casino Magic (Europe), BV




±Casino Magic Hellas Management Services, SA




Casino Magic Management Services Corp.




*Casino Magic Neuquen, SA





*Casino One Corporation




Double Bogey, LLC




±Landing Condominium, LLC




*Louisiana-I Gaming, a Louisiana Partnership in Commendam




*Mitre Associates LLC




*OGLE HAUS, LLC



 


Schedule 2-1 









 





Pinnacle Design & Construction, LLC




*PNK (Baton Rouge) Partnership




*PNK (BOSSIER CITY), Inc.




*PNK (CHILE 1), LLC




*PNK (CHILE 2), LLC




PNK Development 1, Inc.




PNK Development 2, Inc.




PNK Development 3, Inc.




PNK Development 4, Inc.




PNK Development 5, Inc.




PNK Development 6, Inc.




*PNK Development 7, LLC




*PNK Development 8, LLC




*PNK Development 9, LLC




±PNK Development 10, LLC




±PNK Development 11, LLC




PNK Development 12, LLC




*PNK Development 13, LLC




PNK Development 14, LLC




PNK Development 15, LLC




PNK Development 16, LLC




±PNK Development 17, LLC




PNK Development 18, LLC




PNK Development 19, LLC




PNK Development 20, LLC



 


Schedule 3-2 









 





PNK Development 21, LLC




PNK Development 22, LLC




PNK Development 23, LLC




PNK Development 24, LLC




PNK Development 25, LLC




PNK Development 26, LLC




PNK Development 27, LLC




*PNK (ES), LLC




PNK (EXUMA), LIMITED




±PNK (Kansas), LLC




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




*PNK (Reno), LLC




*PNK (SCB), L.L.C.




*PNK (STLH), LLC




*PNK (ST. LOUIS RE), LLC




±Port St. Louis Condominium, LLC




*President Riverboat Casino-Missouri, Inc.




*PSW Properties LLC




Realty Investment Group, Inc.




*St. Louis Casino Corp.




*Yankton Investments, LLC





 


Schedule 3-3 









 







SCHEDULE 3




FORM OF TERM SHEET









Pricing Supplement dated July 27, 2009 to Preliminary Offering Memorandum dated July 27, 2009 of
Pinnacle Entertainment, Inc.



This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering
Memorandum.



The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and
supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with
the information in the Preliminary Offering Memorandum.



The notes have not been registered under the Securities Act of 1933, as amended, or the securities
laws of any other jurisdiction and are being offered only to (1) “qualified institutional buyers”
as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S.
persons in compliance with Regulation S under the Securities Act.



	 	 	 	 	 	 	 	 	 
	Issuer:

	 	 	 	Pinnacle Entertainment, Inc.
	 	 
	Security Description:

	 	 	 	Senior Notes
	 	 
	Distribution:

	 	 	 	144A/RegS w/ Registration Rights
	 	 
	Face:

	 	 	 	$450,000,000		 	 	 
	Gross Proceeds:

	 	 	 	$443,686,500		 	 	 
	Coupon:

	 	 	 	8.625% 			 	 
	Maturity:

	 	 	 	August 1, 2017
	 	 
	Offering Price:

	 	 	 	98.597% 			 	 
	Yield to Maturity:

	 	 	 	8.875% 			 	 
	Spread to Treasury:

	 	 	 	+536 basis points
	 	 
	Benchmark:

	 	 	 	UST 4.75% due 8/15/2017
	 	 
	Ratings:

	 	 	 	B2/BB-
	 	 
	Interest Pay Dates:

	 	 	 	August 1 and February 1
	 	 
	Beginning:

	 	 	 	February 1, 2010
	 	 
	Equity Clawback:

	 	 	 	Up to 35% at 108.625%
	 	 
	Until: 

Optional Redemption:

	 	 	 	August 1, 2012


Makewhole call @ T+50bps prior
to August 1, 2013, then:
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	On or after:
	 	Price:






 


Schedule 3-1









 





	 	 	 	 	 	 	 	 	 
	 

	 	 	 	August 1, 2013
	 	 	104.313	%
	 

	 	 	 	August 1, 2014
	 	 	102.156	%
	 

	 	 	 	August 1, 2015 and thereafter
	 	 	100.000	%
	Change of control:

	 	 	 	Put @ 101% of principal plus
accrued interest	 	 	 	 
	Trade Date:

	 	 	 	July 27, 2009	 	 	 	 
	Settlement Date:

	 	(T+10)
	 	August 10, 2009	 	 	 	 
	CUSIP:

	 	 	 	144A: 723456AH2	 	 	 	 
	ISIN:

	 	 	 	Reg S: U72281AC9

USU72281AC99	 	 	 	 
	Denominations:

	 	 	 	2,000x1,000	 	 	 	 
	Bookrunners:

	 	 	 	J.P. Morgan
	 	 	25.00	%
	 

	 	 	 	BofA Merrill Lynch
	 	 	25.00	%
	 

	 	 	 	Barclays Capital
	 	 	15.00	%
	 

	 	 	 	Deutsche Bank Securities
	 	 	15.00	%
	Senior Co-Managers:

	 	 	 	Goldman, Sachs & Co.
	 	 	6.00	%
	 

	 	 	 	UBS Investment Bank
	 	 	6.00	%
	Co-Managers:

	 	 	 	CALYON
	 	 	4.00	%
	 

	 	 	 	Capital One Southcoast
	 	 	2.50	%
	 

	 	 	 	Moelis & Company
	 	 	1.50	%
	Use of Proceeds:

	 	 	 	The Company intends to use the
net proceeds of this offering
to refinance its existing
indebtedness by purchasing all
of its outstanding 8.75% senior
subordinated notes due 2013,
pursuant to a tender offer or
redemption. As of the date of
this offering, the Company had
$135 million in aggregate
principal amount of its 8.75%
notes outstanding. The Company
expects to use a portion of the
net proceeds from this offering
to repay approximately $206
million in revolving credit
borrowings under its credit
facility. The Company also
intends to use a portion of the
net proceeds of this offering
to purchase $75 million
aggregate principal amount of
its 8.25% senior subordinated
notes due 2012, pursuant to a
tender offer or redemption. The
Company expects to use the
remaining net proceeds from the
offering for general corporate
purposes, including funding its
development projects.	 	 	 	 






 


Schedule 3-2 









 





	 	 	 	 	 
	Permitted Restricted 

Payment:

	 	 	 	The Company’s proposed tender
offer for and repurchase, and
any redemption of, the 8.25%
senior subordinated notes due
2012 as described in “Use of
Proceeds” above shall be deemed
to be permitted pursuant to
clause (3) of the second
paragraph of the “Restricted
payments” covenant in the
“Description of notes” in the
Offering Memorandum for the
Senior Notes.
	 
	 	 	 	 
	Pro forma ratio of
earnings to fixed
charges*:

	 	 	 	Three months ended March 31,
2009... .75x
	 
	 	 	 	 
	 

	 	 	 	Year ended December
31, 2008... —
	 
	 	 	 	 
	 

	 	 	 	* Gives effect to
the issuance and sale of the
notes offered herein, the
repurchase or redemption of
$135 million aggregate
principal amount of the
Company’s 8.75% senior
subordinated notes due 2013,
the $206 million pay down of
the Company’s existing
revolving credit facility and
the repurchase or redemption of
$75 million aggregate principal
amount of the Company’s
outstanding 8.25% senior
subordinated notes due 2012, as
if it had occurred on January
1, 2009 or January 1, 2008, as
applicable. Earnings were
insufficient to cover pro forma
fixed charges by approximately
$467 million for the year ended
December 31, 2008.






Capitalization as of March 31, 2009 (after giving effect to the offering and the anticipated use of
the proceeds)*



	 	 	 	 	 	 	 	 	 
	 	 	As of March 31, 2009	 
	 	 	Actual	 	 	As adjusted	 
	Cash, cash equivalents and restricted cash
	 	$	140,106	 	 	$	187,043	 
	Long-term debt, including current portion:
	 	 	 	 	 	 	 	 
	Amended credit facility
	 	$	165,000	 	 	 	—	 
	Senior unsecured notes offered hereby
	 	 	—	 	 	 	443,687	 
	7.50% senior subordinated notes due 2015
	 	 	380,334	 	 	 	380,334	 
	8.25% senior subordinated notes due 2012
	 	 	276,596	 	 	 	201,161	 
	8.75% senior subordinated notes due 2013
	 	 	133,785	 	 	 	—	 
	Other debt
	 	 	917	 	 	 	917	 
	Total long-term debt
	 	$	956,632	 	 	$	1,026,098	 
	 
	 	 	 	 	 	 	 	 
	Stockholders’ equity:
	 	 	 	 	 	 	 	 
	Preferred Stock ($1.00 par value, 250,000
shares authorized; no shares issued and
outstanding)
	 	 	—	 	 	 	—	 
	Common Stock ($0.10 par value, 100,000,000
shares authorized; 60,063,181 shares
outstanding (net of treasury shares))
	 	 	6,207	 	 	 	6,207	 
	Capital in excess of par value
	 	 	1,002,186	 	 	 	1,002,186	 
	Retained earnings
	 	 	(229,147	)	 	 	(235,182	)
	Treasury stock
	 	 	(20,090	)	 	 	(20,090	)
	Accumulated other comprehensive loss
	 	 	(12,089	)	 	 	(12,089	)
	Total stockholders’ equity
	 	 	747,067	 	 	 	741,032	 
	Total capitalization
	 	$	1,703,699	 	 	$	1,767,130	 






The table above gives effect to the pay down of an additional $41 million of borrowings under the
Company’s revolving credit facility between March 31, 2009 and July 21, 2009. Such $41 million of
additional borrowing is reflected as additional cash, cash equivalents and restricted cash.




 


Schedule 3-3 









 







Schedule 4




FREE WRITING OFFERING DOCUMENTS





	•	 	Final Term Sheet, dated July 27, 2009, relating to the Notes and substantially in
the form of Schedule 3 hereto;







	•	 	Any “electronic road shows” and each document provided as an amendment or supplement to
the Preliminary Offering Memorandum







 


Schedule 4-1 









 







EXHIBIT B-1




Form of Opinion of Irell & Manella LLP, Counsel for the Company




1. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware with full corporate power and authority to own its properties and
to conduct its business as described in the Pricing Disclosure Package and the Offering Memorandum.
The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction
listed opposite the Company’s name on Schedule A to this opinion.



2. Each Delaware Guarantor is an entity duly formed, validly existing and in good standing
under the laws of the State of Delaware with full limited liability company power and authority to
own its properties and conduct its business as described in the Pricing Disclosure Package and the
Offering Memorandum. Each Guarantor is duly qualified and in good standing as a foreign
corporation or limited liability company, as applicable, in each jurisdiction listed opposite such
Guarantor’s name on Schedule A to this opinion.



3. The Company has the full corporate power and authority to execute and deliver the Purchase
Agreement, the Registration Rights Agreement, the Indenture, the Notes and the Exchange Notes and
to perform its obligations thereunder, including, without limitation, the full corporate power and
authority to issue, sell and deliver the Notes and the Exchange Notes, as contemplated by the
Purchase Agreement.



4. Each Delaware Guarantor has the full limited liability company power and authority to
execute and deliver the Purchase Agreement, the Registration Rights Agreement, the Indenture, their
respective Guarantees and their respective Exchange Guarantees and to perform their obligations
thereunder.



5. The Purchase Agreement has been duly authorized, executed and delivered by the Company and
each Delaware Guarantor.



6. The Registration Rights Agreement has been duly authorized, executed and delivered by the
Company and each Delaware Guarantor and constitutes the legally valid and binding obligation of the
Company and each of the Guarantors, enforceable against each of them in accordance with its terms.



7. The Indenture has been duly authorized, executed and delivered by the Company and each
Delaware Guarantor and constitutes the legally valid and binding obligation of the Company and each
of the Guarantors, enforceable against each of them in accordance with its terms.



8. The Notes have been duly authorized for issuance and sale to the Initial Purchasers by the
Company and duly executed by the Company and, when issued and authenticated in accordance with the
terms of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with
the terms of the Purchase Agreement, the Notes will be the
valid and legally binding obligations of the Company, enforceable against the Company in
accordance with their terms, and will be entitled to the benefits of the Indenture.


 


Exhibit B-1-1 









 





9. The Exchange Notes have been duly authorized for issuance in the Exchange Offer, and when
duly executed and delivered by the Company and, when issued and authenticated in accordance with
the terms of the Indenture and the Registration Rights Agreement, the Exchange Notes will be the
valid and legally binding obligations of the Company, enforceable against the Company in accordance
with their terms, and will be entitled to the benefits of the Indenture.



10. The Guarantees of each Delaware Guarantor have been duly authorized and executed by each
Delaware Guarantor. The Guarantees, when delivered in accordance with the terms of the Indenture,
will, upon the due execution, issuance and authentication of the Notes in accordance with the terms
of the Indenture and the delivery to and payment therefor by the Initial Purchasers in accordance
with the terms of the Purchase Agreement, and receipt of the agreed consideration by each of the
Guarantors, be the valid and legally binding obligations of each of the Guarantors, enforceable
against each of them in accordance with their terms. The Exchange Guarantees of each Delaware
Guarantor have been duly authorized for issuance in the Exchange Offer by each Delaware Guarantor.
The Exchange Guarantees, when duly executed and delivered by each Guarantor in accordance with the
terms of the Indenture and the Registration Rights Agreement, will, upon the due execution,
issuance and authentication of the Exchange Notes in accordance with the terms of the Indenture and
the delivery to and payment therefor by the holders thereof in accordance with the terms of the
Indenture and Registration Rights Agreement, and receipt of the agreed consideration by each of the
Guarantors, be the legally valid and binding obligations of each of the Guarantors, enforceable
against each of them in accordance with their terms.



11. The execution and delivery of the Transaction Documents by the Company and the Guarantors,
the performance by the Company and the Guarantors of their respective obligations thereunder, the
consummation by the Company and the Guarantors of the transactions contemplated by the Transaction
Documents (including the issuance of the Notes and the consummation of the Tender Offer) and the
use of the proceeds therefrom in the manner set forth under the caption “Use of Proceeds” in the
Pricing Disclosure Package and the Offering Memorandum, do not and will not (A) result in a breach
of any of the terms and provisions of, or constitute a default (or an event which with notice or
lapse of time, or both, would constitute a default) under, or result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the Company or the Guarantors
pursuant to any agreement or instrument listed on Schedule B to this opinion (we, with your
permission, have relied upon certificates of officers of the Company as to financial calculations
relevant to this opinion), (B) violate any provision of the certificate or articles of
incorporation or operating agreement or bylaws or other organizational documents of the Company or
any Delaware Guarantor, or (C) violate any federal, Delaware or New York law, statute, rule or
regulation customarily applicable to offerings of this type or, to our knowledge, any judgment,
order, writ or decree of any government instrumentality or court applicable to or having
jurisdiction over the Company, any Guarantor or any of their respective assets or properties
(assuming for purposes of this paragraph, compliance with all applicable state securities or blue
sky laws, as to which we
express no opinion, and, in the case of the Registration Rights Agreement, the Act, the
Exchange Act and the 1939 Act) except for, with respect to the foregoing clauses (A) and (C), such
violations, breaches, defaults, liens, charges and encumbrances that would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Exhibit B-1-2 









 





12. No consent, approval, authorization, order, registration, filing, qualification, license
or permit of or with any court or any judicial, regulatory or other legal or governmental authority
or agency of the United States, New York or Delaware (that is customarily applicable to offerings
of this type), is required for the Company’s or each Guarantor’s execution, delivery and
performance of the Transaction Documents on or before the Closing Date or the issuance of the Notes
and the Guarantees, except for (1) such as may be required under state securities or blue sky laws
in connection with the purchase and distribution of the Notes by the Initial Purchasers (as to
which we express no opinion), (2) such as will be required under the Act in connection with the
issuance of the Exchange Notes and the Exchange Guarantees and (3) qualification of the Indenture
under the 1939 Act, in connection with the issuance of the Exchange Notes and the Exchange
Guarantees.



13. The reports filed under the Exchange Act and incorporated by reference in the Pricing
Disclosure Package and the Offering Memorandum or any amendment thereof or supplement thereto
(other than the financial statements and notes thereto, related schedules and other financial data
included or incorporated by reference therein, as to which no opinion is rendered), and in the case
of any such incorporated report that was subsequently amended, such report as amended by the
subsequently filed amendment, when they were filed with the Commission, complied on their face as
to form in all material respects with the Exchange Act and the applicable rules and regulations
thereunder.



14. The statements under the captions “Description of Other Indebtedness”, “Description of
Notes” and “Summary of Material United States Federal Income Tax Considerations” in the Pricing
Disclosure Package and the Offering Memorandum, insofar as they purport to describe or summarize
certain provisions of the agreements, statutes, regulations, legal matters or securities referred
to therein, are accurate descriptions or summaries in all material respects.



15. The Company and each of the Guarantors are not and, after giving effect to the offering
and sale of the Notes and the application of the proceeds thereof as described in the Pricing
Disclosure Package and the Offering Memorandum, will not be, an “investment company” as such term
is defined in the Investment Company Act of 1940, as amended.



16. Assuming the proceeds of the sale of the Notes are used for the purposes set forth in the
Pricing Disclosure Package and the Offering Memorandum, such use of proceeds will not violate the
provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.



17. The Indenture complies as to form in all material respects with the requirements of the
1939 Act, and the rules and regulations of the Commission applicable to an indenture which is
qualified thereunder. It is not necessary in connection with the offer, sale and delivery
of the Notes to the Initial Purchasers in the manner contemplated by the Purchase Agreement or
in connection with the Exempt Resales to qualify the Indenture under the 1939 Act.



18. No registration under the Act of either the Notes or the Guarantees is required for the
sale of the Notes and the Guarantees to the Initial Purchasers as contemplated by the Purchase
Agreement or for the Exempt Resales.


 


Exhibit B-1-3 









 





19. To our knowledge, there are no pending actions, suits or proceedings before any
governmental agency or body or any court against or affecting the Company or any of the Guarantors
or any of their respective properties that would be required to be disclosed in the Pricing
Disclosure Package or the Offering Memorandum pursuant to Item 103 of Regulation S-K of the rules
and regulations issued under the Act had the Offering Memorandum been a registration statement
under the Act, that are not so disclosed. To our knowledge, other than as set forth in the Pricing
Disclosure Package and the Offering Memorandum, there are no legal or governmental proceedings
pending to which the Company or the Guarantors is a party or of which any property of the Company
or any Guarantor is the subject which are likely to have, individually or in the aggregate, a
Material Adverse Effect; and, other than as set forth in the Pricing Disclosure Package and the
Offering Memorandum, to our knowledge, no such proceedings have been overtly threatened in writing
by governmental authorities or by others.



20. The Notes, the Guarantees, the Indenture and the Registration Rights Agreement conform in
all material respects to the description thereof contained in the Pricing Disclosure Package and
the Offering Memorandum.



21. To our knowledge, other than the Registration Rights Agreement, there are no contracts,
agreements or understandings between the Company or any of its Subsidiaries and any person granting
such person the right to require the Company or any of its Subsidiaries to file a registration
statement under the Act with respect to any securities of the Company as a result of the sale of
the Notes pursuant to the Purchase Agreement or to require the Company or any of its Subsidiaries
to include such securities with the Notes to be registered pursuant to any registration statement
in accordance with the Registration Rights Agreement.



22. When the Notes are issued and delivered pursuant to the Purchase Agreement, such Notes
will not be of the same class (within the meaning of Rule 144A under the Act) as securities of the
Company or any Guarantor that are listed on a national securities exchange registered under Section
6 of the Exchange Act or that are quoted in a United States automated inter-dealer quotation
system.



23. The Company is not required to comply with the requirements of Rule 144A(d)(4) of the Act
in connection with the offering contemplated by the Offering Memorandum.



In addition, we have participated in conferences with officers and representatives of the
Company, representatives of the independent public accountants for the Company and representatives
for the Initial Purchasers and their counsel at which the contents of the Pricing Disclosure
Package and the Offering Memorandum and related matters were discussed and, although we do not pass
upon, or assume any responsibility for, the accuracy, completeness or fairness of the statements
contained in the Pricing Disclosure Package or the Offering
Memorandum, or in any supplements or amendments thereto, and have not made any independent check or
verification thereof (except to the extent stated in paragraphs 14
and 20 above), during the course
of such participation, no facts came to our attention which caused us to believe that the Pricing
Disclosure Package (including the documents incorporated by reference therein), as of the
Applicable Time or as of the date hereof, or the Offering Memorandum (including the documents
incorporated by reference therein), as of its date (or any amendment thereof or supplement thereto
made prior to the Closing Date as of the date of such amendment or supplement) and as of the
Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to
state any material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, it being understood that we express no belief with
respect to the financial statements, schedules or other financial data included in, or omitted
from, the Pricing Disclosure Package or the Offering Memorandum or any amendments or supplements
thereto.




 


Exhibit B-1-4 









 







EXHIBIT B-2




Form of Opinion of Brownstein Hyatt Farber Schreck, Nevada Counsel for the Company




1. Each of the Nevada Subsidiary Guarantors has been duly organized and is validly existing as
a limited liability company in good standing under the laws of the State of Nevada, with limited
liability company power and authority to own or lease its properties and conduct its business as
described in the Pricing Disclosure Package and the Offering Memorandum, and to execute, deliver
and perform its obligations under the Transaction Documents to which it is a party, including the
power and authority to issue the Guarantees and the Exchange Guarantees.



2. The Company is qualified to do business as a foreign corporation and is in good standing in
the State of Nevada.



3. Each of the Transaction Documents to which each Nevada Subsidiary Guarantor is a party has
been duly authorized, and each of the Transaction Documents to which each Nevada Subsidiary
Guarantor is a party, other than the Exchange Guarantees, has been executed and delivered by such
Nevada Subsidiary Guarantor.



4. The issuance and sale of the Notes and the Exchange Notes by the Company and the Guarantees
and the Exchange Guarantees by the Subsidiary Guarantors, the execution and delivery by each of the
Company and the Subsidiary Guarantors of each of the Transaction Documents to which it is a party,
and the consummation of the Transactions do not contravene, violate or breach (a) the Governing
Documents, (b) any Applicable Nevada Order, or (c) any Applicable Nevada Law.



5. The statements contained in the Pricing Disclosure Package and the Offering Memorandum
under the captions “Risk Factors — Risks related to our business — Our industry is highly
regulated, which makes us dependent on obtaining and maintaining gaming licenses and subjects us to
potentially significant fines and penalties” and “Government regulations and gaming issues —
Nevada”, and the statements contained in Exhibit 99.1 to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2008, under the caption “Government Regulation and Gaming
Issues — Nevada”, which is incorporated by reference in the Offering Memorandum, except for
financial data included therein or omitted therefrom (as to which we express no opinion), have been
reviewed by us and, to the extent such statements constitute summaries of the Nevada Gaming Laws or
other Nevada legal matters, they are accurate in all material respects and fairly summarize the
information and matters therein described.



6. No Nevada Governmental Approval is required for the execution and delivery by the Company
or any Nevada Subsidiary Guarantor of, and the performance by the Company or any Nevada Subsidiary
Guarantor of its obligations under, the Transaction Documents to which it is a party, the
consummation of the Transactions, or the offering, issuance or sale of the Notes, the Exchange
Notes, the Guarantees and the Exchange Guarantees to the Initial Purchasers, except (a) such as
have been obtained and are in full force and effect at the Closing Date and (b) as set forth in the
Pricing Disclosure Package and the Offering Memorandum.


 


Exhibit B-2-1 









 





7. With the Company’s consent, based solely on an inquiry of those attorneys currently with
the firm who have rendered legal services to the Company and the Nevada Subsidiary Guarantors since
January 1, 2008, we confirm that we are not currently representing the Company or the Nevada
Subsidiary Guarantors in any pending litigation[, other than                     ].



8. To our knowledge, other than as set forth in the Pricing Disclosure Package and the
Offering Memorandum, there are no regulatory proceedings pending before the Nevada Gaming
Authorities to which the Company or any of the Nevada Subsidiary Guarantors is a party, which are
likely to result, individually or in the aggregate, in a Material Adverse Effect.




 


Exhibit B-2-2 









 







EXHIBIT B-3




Form of Opinion of Baker & Daniels LLP, Indiana Counsel for the Company




1. Based solely on the Certificates of Existence and Authorization identified on Schedule I,
(a) each of the Company and the Indiana Gaming Subsidiary is duly qualified and authorized to do
business as a foreign corporation and foreign limited liability company, respectively, under the
laws of the State of Indiana; and (b) Ogle Haus is validly existing as a limited liability company
under the laws of the State of Indiana, and has filed its most recent biennial report required by
Indiana law with the Indiana Secretary of State, and no notice of withdrawal, dissolution, or
expiration with respect to Ogle Haus has been filed with the Indiana Secretary of State or has
taken place. Ogle Haus has all requisite limited liability company power and authority to own,
lease, and operate its properties and conduct its business in the State of Indiana as described in
the Pricing Disclosure Package and the Offering Memorandum.



2. Based solely upon the Officer’s Certificate identified on Schedule I, (a) all of the issued
and outstanding ownership interests of Ogle Haus have been duly authorized and validly issued and
are fully paid and nonassessable; (b) all outstanding ownership interests of Ogle Haus are owned
directly by the Indiana Gaming Subsidiary; and (c) none of the outstanding ownership interests of
Ogle Haus were issued in violation of any preemptive rights provided by Indiana law or the
Operating Agreement for Ogle Haus.



3. No authorization, approval, consent, or order of, the Indiana Gaming Commission or any
other governmental body, agency, or official of the State of Indiana, is required in connection
with the offering, issuance, or sale of the Notes or the Exchange Notes to the Initial Purchasers
or the execution by the Indiana Gaming Subsidiary and Ogle Haus of the Guarantee or the Exchange
Guarantee or to make valid and legally binding the execution, delivery and performance by the
Company, the Indiana Gaming Subsidiary or Ogle Haus of the Operative Documents to which it is a
party or the Exchange Guaranty, except (a) such as have been obtained and are in full force and
effect, (b) such periodic reports and informational filings to which the Company, the Indiana
Gaming Subsidiary, or Ogle Haus are subject generally, (c) such as are required under the Indiana
Gaming Laws which have been obtained or waived, [(d) such as are required as a condition of the
Interim Approval,] and (e) such as may be required under applicable federal or state securities
laws or regulations.



4. The statements in the Pricing Disclosure Package and the Offering Memorandum under the
captions “Risk Factors — Risks related to our business — Our industry is highly regulated, which
makes us dependent on obtaining and maintaining gaming licenses and subjects us to potentially
significant fines and penalties” and “Government regulations and gaming issues” (relating to
Indiana Gaming Laws) and the statements in Exhibit 99.1 of the Company’s Annual Report on Form 10-K
for fiscal year ended December 31, 2008 under the caption “Government Regulation and Gaming Issues
- Indiana” which are incorporated by reference in, the Pricing Disclosure Package and the Offering
Memorandum (except for financial and operating data included therein, as to which we express no
opinion), as modified by statements in the Offering Memorandum under the caption “Government
regulations and gaming issues — Updates,” insofar as such statements constitute summaries of the
Indiana Gaming Laws or other Indiana legal matters, are correct in all material respects.


 


Exhibit B-3-1









 





5. (i) Each of the Indiana Gaming Subsidiary and Ogle Haus has obtained all approvals,
consents, orders, and authorizations from the Indiana Gaming Commission necessary or required in
connection with the issuance of the Notes and the execution of the Guarantee by the Indiana Gaming
Subsidiary and Ogle Haus, subject to the limitations imposed by the Indiana Gaming Commission as
set forth in the [approvals] identified on Schedule I, and (ii) based solely on the Officer’s
Certificate identified on Schedule I, the Indiana Gaming Subsidiary has received and presently
holds a riverboat owner’s license from the Indiana Gaming Commission and such license is valid and
in full force and effect. To our knowledge, no event has occurred which currently, or after notice
or lapse of time, or both, would reasonably be expected to result in a revocation, modification,
suspension, or termination of such license.



6. Each of the Operative Documents to which Ogle Haus is a party has been duly authorized,
executed and delivered by Ogle Haus.



7. The execution and delivery by Ogle Haus of the Operative Documents to which it is a party,
and the performance by Ogle Haus of its agreements under such documents, do not violate Ogle Haus’
Operating Agreement or Indiana Gaming Laws.




 


Exhibit B-3-2









 







EXHIBIT B-4




Form of Opinion of Stone Pigman Walther Wittmann L.L.C., Louisiana Counsel for

the Company




1. Based solely upon certificates of existence and good standing issued by the Louisiana
Secretary of State, (a) Louisiana-I Gaming, a Louisiana Partnership in Commendam, is a Louisiana
partnership in commendam that is validly existing under the laws of Louisiana (the concept of good
standing is not applicable to a partnership in Louisiana), (b) PNK (Baton Rouge) Partnership is a
Louisiana partnership that is validly existing under the laws of Louisiana (the concept of good
standing is not applicable to a partnership in Louisiana), (c) PNK (Bossier City), Inc. is a
corporation that is validly existing under the laws of Louisiana and is in good standing with the
Louisiana Secretary of State, (d) PNK (Lake Charles), L.L.C. is a limited liability company that is
validly existing under the laws of Louisiana and is in good standing with the Louisiana Secretary
of State, and (e) PNK (SCB), L.L.C. is a limited liability company that is validly existing under
the laws of Louisiana and is in good standing with the Louisiana Secretary of State. Each of the
Louisiana Guarantors has all requisite corporate, partnership or limited liability company (as
applicable) power and authority to conduct its business and to own or lease its properties as
described in the Pricing Disclosure Package and the Offering Memorandum, and to enter into and
perform its obligations under the Operative Documents to which it is a party.



2. Each of the Operative Documents to which each Louisiana Guarantor is a party has been duly
authorized by such Louisiana Guarantor, and each of the Operative Documents to which each Louisiana
Guarantor is a party, other than the Exchange Guarantees, has been executed and delivered by such
Louisiana Guarantor.



3. The issuance and sale of the Notes and the Exchange Notes by the Company and the Guarantees
and the Exchange Guarantees by the Louisiana Guarantors, the execution and delivery by the Company
and the Louisiana Guarantors of the Operative Documents to which they are parties, and the
consummation of the transactions contemplated by the Operative Documents do not violate any
provision of such Louisiana Guarantor’s certificate or articles of incorporation or bylaws,
partnership agreement, articles of organization or operating agreement, or other formation and
organization documents (as applicable) in effect on the date of this legal opinion, and no such
action by the Company or the Louisiana Guarantors will result in any violation of any applicable
Louisiana law in effect as of the date of this opinion letter which in our experience is
customarily applicable to transactions of the type contemplated by the Operative Documents (other
than state securities or blue sky laws as to which we express no opinion and have assumed for
purposes of this paragraph compliance therewith).



4. The statements in (a) the Pricing Disclosure Package and the Offering Memorandum under the
captions (i) “Risk Factors — Risks Related to our Business — Our industry is highly regulated,
which makes us dependent on obtaining and maintaining gaming licenses and subjects us to
potentially significant fines and penalties” and (ii) “Government Regulations and Gaming Issues”,
and in (b) Exhibit 99.1 (relating to Government Regulation and Gaming Issues) of the Company’s
Annual Report on Form 10-K for fiscal year ended December 31, 2008 which is incorporated by
reference in the Pricing Disclosure Package and the Offering
Memorandum, (except for financial and operating data included therein, as to which we express
no opinion), insofar as such statements constitute summaries of the laws and regulations of the
State of Louisiana, including gaming laws and regulations, are correct in all material respects.


 


Exhibit B-4-1









 





5. No consent or filing based on law or legal requirements in the State of Louisiana as in
effect on the date of this legal opinion (and in our experience is customarily applicable to
transactions of this kind) is required for the execution, delivery and performance by the Company
or any Louisiana Guarantor of the Operative Documents to which it is a party and the consummation
of the transactions contemplated by the Operative Documents, or the offering, issuance and sale of
the Notes, the Exchange Notes, the Guarantees and the Exchange Guarantees to the Initial
Purchasers, except (a) such as have been obtained and are in full force and effect as of the date
of this legal opinion, (b) as set forth in the Pricing Disclosure Package and the Offering
Memorandum, (c) as otherwise described in this legal opinion with respect to post Closing Date
notices and filings, and (d) as may be required under state securities or “Blue Sky” laws and
regulations (as to which we express no opinion).



6. To our knowledge, without investigation or inquiry, other than as set forth in the Pricing
Disclosure Package and the Offering Memorandum, there are no legal or governmental proceedings
pending or threatened in Louisiana against the Company or any of the Louisiana Guarantors, which
are likely to result, individually or in the aggregate, in a Material Adverse Effect.





 


Exhibit B-4-2









 







EXHIBIT B-5




Form of Opinion of Briol & Associates, PLLC, Minnesota Counsel for the Company




1. Casino Magic Corp. (the “Minnesota Guarantor”) has been duly incorporated and is validly
existing as a corporation in good standing under the laws of Minnesota, with full corporate power
and authority under Minnesota law to conduct its business as described in the Officer’s
Certificate, a copy of which is attached hereto as Exhibit 1.



2. Based solely on the Officer’s Certificate, all issued and outstanding shares of capital
stock of the Minnesota Guarantor have been duly authorized and are validly issued, fully paid and
non-assessable. Based solely on said Officer’s Certificate, none of the outstanding shares of
capital stock of the Minnesota Guarantor was issued in violation of statutory preemptive or, to our
knowledge, non-statutory preemptive or other similar rights of any security holder.



3. The Minnesota Guarantor has the full right, power and authority to execute, deliver and
perform its obligations under the Purchase Agreement, the Indenture, the Registration Rights
Agreement, its Guarantee and its Exchange Guarantee (the Guarantee and the Exchange Guarantee are
collectively referred to as the “Minnesota Guarantees”) (collectively for purposes of this opinion,
the “Operative Documents”) and to consummate the transactions contemplated thereby including,
without limitation, the full right, power and authority to issue, sell and deliver the Minnesota
Guarantees pursuant to the Indenture.



4. Each of the Operative Documents (including the Minnesota Guarantees) has been duly and
validly authorized, executed and delivered by the Minnesota Guarantor.



5. The issuance and sale of the Notes and the Exchange Notes of the Company and the Minnesota
Guarantees by the Minnesota Guarantor, the execution and delivery by the Minnesota Guarantor of the
Operative Documents, and the consummation of the transactions contemplated by Operative Documents,
the Pricing Disclosure Package and the Offering Memorandum (collectively, for the purposes of such
opinion, the “Transaction Documents”) by the Minnesota Guarantor do not, (a) contravene or result
in a breach or violation of the Articles of Incorporation or Bylaws of the Minnesota Guarantor, (b)
to our knowledge, contravene or violate any judgment, decree or order of any Minnesota governmental
authority having jurisdiction over the Minnesota Guarantor, (c) contravene or violate any
applicable Minnesota law (except that we express no opinion as to the requirements of the
securities laws or the Blue Sky Laws of the State of Minnesota) or (d) conflict with or result in a
breach of any of the terms and provisions of, or constitute a default (or an event which with
notice or lapse of time, or both, would constitute a default) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the Minnesota
Guarantor pursuant to, any indenture, mortgage, deed of trust, loan agreement or any other
agreement, instrument, franchise, license or permit known to such counsel to which the Minnesota
Guarantor is a party or by which the Minnesota Guarantor or its properties or assets may be bound
(except that we express no opinion as to the requirements of the securities laws or the Blue Sky
Laws of the State of Minnesota).


 


Exhibit B-5-1









 





6. No authorization, approval, consent or order of any Minnesota court or governmental
authority or agency is required for the execution, delivery and performance by the Company and the
Minnesota Guarantor of the Transaction Documents, the consummation of the transactions contemplated
by the Transaction Documents or otherwise in connection with the offering, issuance or sale of the
Notes, the Exchange Notes and the Minnesota Guarantees to the Initial Purchasers, except such as
have been obtained and are in full force and effect at the Closing Date; notwithstanding the
foregoing, no opinion as to the requirements of the securities laws or the Blue Sky Laws of the
State of Minnesota.



7. The Minnesota Guarantor is not in violation of its charter or by-laws and, based solely on
the Officer’s Certificate attached hereto as Exhibit 1, the Minnesota Guarantor is not in default
in the performance of any obligation, agreement, covenant or condition contained in any indenture,
loan agreement, mortgage, lease or other agreement or instrument that is material to the Minnesota
Guarantor to which the Minnesota Guarantor is a party or by which any of its property is bound
(except that such counsel expresses no opinion as to the requirements of the securities laws or the
Blue Sky Laws of the State of Minnesota).



8. We know of no material legal or governmental actions, suits or proceedings pending or
threatened against the Minnesota Guarantor which are required to be disclosed in the Pricing
Disclosure Package and the Offering Memorandum. To our knowledge, other than as set forth in the
Pricing Disclosure Package and the Offering Memorandum, there are no legal or governmental
proceedings pending to which the Minnesota Guarantor is a party or of which any property of the
Minnesota Guarantor is the subject which are likely to result, individually or in the aggregate, in
a Material Adverse Effect; and, other than as set forth in the Pricing Disclosure Package and the
Offering Memorandum, no such proceedings have been overtly threatened in writing by governmental
authorities or by others.






 


Exhibit B-5-2









 







EXHIBIT B-6




Form of Opinion of Lathrop & Gage, LLP Missouri Counsel for the Company




1. St. Louis Casino Corp. has been duly incorporated and is validly existing as a corporation
in good standing under the laws of Missouri, with full corporate power and authority under Missouri
law to own its properties and conduct its business as described in the Offering Memorandum and,
based upon the Officer’s Certificate, is duly qualified to do business as a foreign corporation and
is in good standing under the laws of each jurisdiction which requires such qualification wherein
it owns or leases material properties or conducts material business.



2. President Riverboat Casino-Missouri, Inc. has been duly incorporated and is validly
existing as a corporation in good standing under the laws of Missouri, with full corporate power
and authority under Missouri law to own its properties and conduct its business as described in the
Offering Memorandum and, based upon the Officer’s Certificate, is duly qualified to do business as
a foreign corporation and is in good standing under the laws of each jurisdiction which requires
such qualification wherein it owns or leases material properties or conducts material business.



3. Casino One Corporation is duly qualified and in good standing as a foreign corporation
under the laws of Missouri.



4. Based solely upon the Officer’s Certificate, (a) all of the issued and outstanding
ownership interests of St. Louis Casino Corp. have been duly authorized and validly issued and are
fully paid and nonassessable; (b) all outstanding ownership interests of St. Louis Casino Corp. are
owned directly by the Company’s wholly-owned direct subsidiary, Casino Magic Corp., a Minnesota
corporation; and (c) none of the outstanding ownership interests of St. Louis Casino Corp. were
issued in violation of any preemptive rights provided by Missouri law or the articles of
incorporation of St. Louis Casino Corp.



5. Based solely upon the Officer’s Certificate, (a) all of the issued and outstanding
ownership interests of President Riverboat Casino-Missouri, Inc. have been duly authorized and
validly issued and are fully paid and nonassessable; (b) all outstanding ownership interests of
President Riverboat Casino-Missouri, Inc. are owned directly by Pinnacle Entertainment, Inc., a
Delaware corporation; and (c) none of the outstanding ownership interests of President Riverboat
Casino-Missouri, Inc. were issued in violation of any preemptive rights provided by Missouri law or
the articles of incorporation of President Riverboat Casino-Missouri, Inc.



6. Each of the Missouri Guarantors has the full right, power and authority to execute, deliver
and perform its obligations, if any, under the Purchase Agreement, the Indenture, the Registration
Rights Agreement, the Guaranty and the Exchange Guaranty (the Guaranty and the Exchange Guaranty
are collectively referred to as the “Missouri Guaranties”) (collectively for the purposes of this
opinion letter, the “Operative Documents”) and to consummate the transactions contemplated thereby
including, without limitation, the full right, power and authority to execute and deliver the
Missouri Guaranties pursuant to the Indenture.



7. Each of the Operative Documents to which either of the Missouri Guarantors is
a party (including the Missouri Guaranties) has been duly and validly authorized, executed and
delivered by such Missouri Guarantor.


 


Exhibit B-6-1









 





8. The execution and delivery by each of the Missouri Guarantors of the Operative Documents,
including the Missouri Guaranties, to which it is a party, and the consummation of the transactions
contemplated by such Operative Documents do not violate any provision of such Missouri Guarantor’s
certificate or articles of incorporation or bylaws, partnership agreement, articles of organization
or operating agreement, or other formation and organization documents (as applicable) in effect on
the Closing Date, and no such action by either of the Missouri Guarantors will result in any
violation of any applicable Missouri law in effect as of the date of our opinion which in our
experience is customarily applicable to transactions of the type contemplated by the Operative
Documents (other than state securities or “Blue Sky” laws as to which we express no opinion and
compliance with which we have assumed for purposes of this paragraph).



9. We know of no material legal or governmental actions, suits or proceedings pending or
overtly threatened in writing against either of the Missouri Guarantors which are required to be
disclosed in the Offering Memorandum, except as set forth in the Offering Memorandum. To our
knowledge, other than as set forth in the Offering Memorandum, there are no legal or governmental
proceedings pending to which either of the Missouri Guarantors is a party or of which any property
of either of the Missouri Guarantors is the subject which are likely to result, individually or in
the aggregate, in a Material Adverse Effect; and, other than as set forth in the Offering
Memorandum, no such proceedings have been overtly threatened in writing by governmental authorities
or by others.



10. The statements contained or incorporated by reference in the Offering Memorandum under the
caption “Risk Factors—Risks related to our business” and in Exhibit 99.1 under the caption
"Government Regulation and Gaming Issues—Missouri”, which is incorporated by reference in the
Pricing Disclosure Package and the Offering Memorandum (except for any financial and operating data
included therein, as to which we express no opinion), have been reviewed by us and to the extent
such statements constitute summaries of the statutes, laws and applicable regulations of the State
of Missouri regarding gaming, they are accurate and correct in all material respects and fairly
summarize the information and matters therein described.




 


Exhibit B-6-2









 







EXHIBIT B-7




FORM OF OPINION OF SILLS CUMMIS EPSTEIN & GROSS P.C., NEW JERSEY

COUNSEL FOR THE COMPANY




1. Based solely upon a certificate dated July _____, 2009 of the Treasurer of the State of New
Jersey, the Company is registered and in good standing as a foreign corporation under the laws of
the State of New Jersey. Based solely upon certificates dated July
 _____, 2009 of the Treasurer of
the State of New Jersey, each of Mitre Associates LLC and PSW Properties, LLC is registered and in
good standing as a foreign limited liability company under the laws of the State of New Jersey.



2. Based solely upon certificates dated July
 _____, 2009 of the Treasurer of the State of New
Jersey, each of ACE Gaming, LLC and PNK Development 13, LLC (collectively, the “New Jersey
Subsidiaries") is a limited liability company existing and in good standing under the laws of the
State of New Jersey.



3. The statements contained in the Preliminary Offering Memorandum and the Offering Memorandum
under the caption “Government Regulations and Gaming Issues” and in Exhibit 99.1 to the Form 10-K
under the caption “Government Regulations and Gaming Issues — New Jersey,” to the extent that such
statements deal with New Jersey regulatory matters, are accurate in all material respects.



4. Based solely upon our review of the operating agreement and the certificate of formation of
each New Jersey Subsidiary and the New Jersey Limited Liability Company Act, and without
independent investigation, each New Jersey Subsidiary has the limited liability company power and
authority to execute and deliver the Transaction Documents to which it is a party and to perform
its obligations thereunder, including the limited liability power and authority to issue, sell and
deliver the New Jersey Guarantee under the Indenture.



5. Based solely upon the Officers’ Certificates and our review of the Written Consent and the
operating agreement and certificate of formation of each New Jersey Subsidiary and the New Jersey
Limited Liability Company Act, and without independent investigation, each of the Transaction
Documents to which each of the New Jersey Subsidiaries is a party has been duly authorized and each
of the Transaction Documents to which each of the New Jersey Subsidiaries is a party, other than
the Exchange Guarantees, has been executed and delivered by such entity.



6. Solely with respect to N.J.S.A. 5:12-1 et seq. and the regulations promulgated pursuant
thereto (collectively, the “New Jersey Gaming Laws”), no authorization, approval, consent or
license issued by the “Casino Control Commission” or the “Division of Gaming Enforcement” (as such
governmental authorities are referenced in the New Jersey Gaming Laws, hereinafter referred to as
the “New Jersey Regulators”) is necessary in connection with the issuance of the Notes or the
Exchange Notes or for the due authorization, execution and delivery by the Company or any Guarantor
of the Transaction Documents to which it is a party and the consummation of the transactions
contemplated thereby, except such as have been obtained and are in full force and effect.


 


Exhibit B-7-1









 





7. The execution and delivery of the Transaction Documents by the Company and the New Jersey
Subsidiaries and the consummation of the transactions contemplated thereby will not conflict with
or violate (a) any New Jersey Gaming Laws, (b) any order or decree of the New Jersey Regulators of
which we have knowledge as to which the Company or any New Jersey Subsidiary is bound or (c) the
operating agreement or certificate of formation of either New Jersey Subsidiary.



8. Except for ordinary course and ongoing investigations that are part of the application and
licensing process for the Company, and except as may be described in the Offering Memorandum and
the Form 10-K, we have no knowledge of any material legal or governmental proceedings in the State
of New Jersey to which the Company or either New Jersey Subsidiary is a named party wherein a claim
of a violation of the New Jersey Gaming Laws is asserted.



9. Based solely upon the Officers’ Certificates and our review of the operating agreement of
each New Jersey Subsidiary, and without independent investigation, (a) all of the outstanding
membership interests of ACE Gaming, LLC are owned of record by PNK Development 13, LLC, and (b) all
of the outstanding membership interests of PNK Development 13, LLC are owned of record by Biloxi
Casino Corp.




 


Exhibit B-7-2









 







EXHIBIT B-8




Form of Opinion of Watkins Ludlam Winter & Stennis, P.A., Mississippi Counsel for the

Company




1. Based solely on the Good Standing Certificates, each of the Mississippi Guarantors is
validly existing as a corporation in good standing under the laws of the State of Mississippi. BCC
has the requisite corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Officers’ Certificate. Casino One has the requisite
corporate power and authority to own, lease and operate its properties and to conduct its business
as described in the Offering Memorandum.



2. Each of the Mississippi Guarantors has the requisite corporate power and authority to
execute, deliver and perform its obligations under the Offering Documents and to consummate the
Transactions, including, without limitation, the requisite corporate power and authority to
execute, issue and deliver the Mississippi Guarantees pursuant to the Indenture.



3. Each of the Offering Documents (including the Mississippi Guarantees) to which the
Mississippi Guarantors is a party has been duly and validly authorized, executed and delivered by
each of the Mississippi Guarantors.



4. The offer, sale or delivery of the Notes and the Exchange Notes of the Company and the
Mississippi Guarantees by the Mississippi Guarantors, and the execution, delivery or performance by
the Mississippi Guarantors of the Offering Documents, and the consummation of the Transactions by
the Mississippi Guarantors do not, (a) contravene or result in a breach or violation of the
Organizational Documents of the Mississippi Guarantors, (b) to our knowledge, contravene or violate
any judgment, decree or order of any Mississippi governmental authority having jurisdiction over
the Mississippi Guarantors, or (c) contravene or violate any applicable Mississippi law in effect
as of the date of our opinion and which in our experience customarily is applicable to transactions
of the type contemplated by the Transaction Documents (except that we express no opinion as to the
requirements of the securities laws or the Blue Sky Laws of the State of Mississippi).



5. No authorization, approval, consent or order of any Mississippi court or governmental or
regulatory authority of the State of Mississippi is required for the execution, delivery and
performance by the Company and the Mississippi Guarantors of the Offering Documents, the
consummation of the Transactions or otherwise in connection with the offering, issuance or sale of
the Notes and the Mississippi Guarantees to the Initial Purchasers; notwithstanding the foregoing,
we express no opinion as to the requirements of the securities laws or the Blue Sky Laws of the
State of Mississippi.



6. With the Company’s consent, based solely upon an inquiry of those attorneys currently with
the firm who have rendered legal services to the Company and the Mississippi Guarantors since
January 1, 2008, such counsel confirms that it is not currently representing the Company or the
Mississippi Guarantors in any pending litigation, except for C&B Services, Inc. v. RG Restoration,
Inc. and Pinnacle Entertainment, Inc., Civ. Action No. A2402-06-184, and RG America, Inc. and RG
Restorations, Inc. v. Pinnacle Entertainment, Inc., Casino-Magic
Biloxi and Biloxi Casino Corp. and John Does 1-50, Civ. Action No. A2402-06-185, which have
been consolidated and are pending in the Circuit Court of Harrison County, Mississippi, in the
Second Judicial District.




 


Exhibit B-8-1