Registration Rights Agreement dated as of June 8, 2007



 Exhibit 4.3 
  

 REGISTRATION RIGHTS AGREEMENT 
 Dated as of June 8, 2007 
 by and among 
 PINNACLE ENTERTAINMENT, INC. 
 ACE
GAMING, LLC 
 AREH MLK LLC 
 AREP BOARDWALK PROPERTIES LLC 
 BELTERRA RESORT INDIANA, LLC 
 BILOXI CASINO CORP. 
 BOOMTOWN, LLC 
 CASINO MAGIC CORP. 
 CASINO ONE
CORPORATION 
 LOUISIANA – I GAMING, A LOUISIANA PARTNERSHIP IN COMMENDAM 
 MITRE ASSOCIATES LLC 
 OGLE HAUS, LLC

 PNK (BATON ROUGE) PARTNERSHIP 
 PNK (BOSSIER CITY), INC. 
 PNK (CHILE 1), LLC 
 PNK (CHILE 2), LLC 
 PNK DEVELOPMENT 7, LLC 
 PNK DEVELOPMENT 8, LLC 
 PNK
DEVELOPMENT 9, LLC 
 PNK DEVELOPMENT 13, LLC 
 PNK (ES), LLC 
 PNK (LAKE CHARLES), L.L.C. 
 PNK (RENO), LLC 
 PNK (SCB), L.L.C.

 PNK (ST. LOUIS RE), LLC 
 PNK (ST. LOUIS 4S), LLC 
 PSW PROPERTIES LLC 
 ST. LOUIS CASINO CORP. 
 YANKTON INVESTMENTS, LLC 
 and 
 LEHMAN BROTHERS INC.

 BEAR, STEARNS & CO. INC. 
 BANC OF AMERICA SECURITIES LLC 
 DEUTSCHE BANK SECURITIES INC. 
  








 This Registration Rights Agreement (this “Agreement”) is made and entered into as
of June 8, 2007, by and among Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), ACE Gaming, LLC, AREH MLK LLC, AREP Boardwalk Properties LLC, Belterra Resort Indiana, LLC, Biloxi Casino Corp.,
Boomtown, LLC, Casino Magic Corp., Casino One Corporation, Louisiana – I Gaming, a Louisiana Partnership in Commendam, Mitre Associates LLC, OGLE HAUS, LLC, PNK (Baton Rouge) Partnership, PNK (BOSSIER CITY), Inc., PNK (CHILE 1), LLC, PNK (CHILE
2), LLC, PNK Development 7, LLC, PNK Development 8, LLC, PNK Development 9, LLC, PNK Development 13, LLC, PNK (ES), LLC, PNK (LAKE CHARLES), L.L.C., PNK (Reno), LLC, PNK (SCB), L.L.C., PNK (ST. LOUIS RE), LLC, PNK (ST. LOUIS 4S), LLC, PSW Properties
LLC, St. Louis Casino Corp. and Yankton Investments, LLC (together with any new party to this Agreement pursuant to Section 10(e) hereof, each a “Guarantor” and, together, the “Guarantors” ) and
Lehman Brothers Inc., Bear, Stearns & Co. Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc., as representatives of the several initial purchasers named in Schedule 1 attached to the Purchase Agreement (as defined below
(each such initial purchaser, an “Initial Purchaser” and, together, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7.50% Senior Subordinated Notes due 2015 (the
“Initial Notes”) pursuant to the Purchase Agreement (as defined below). 
 This Agreement is made pursuant to the
Purchase Agreement, dated June 5, 2007 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company
and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of June 8, 2007, among the Company, the Guarantors and The Bank of New York Trust Company, N.A., as trustee,
relating to the Initial Notes and the Exchange Notes (the “Indenture”). 
 The parties hereby agree as follows:

 SECTION 1. DEFINITIONS 
 As used in
this Agreement, the following capitalized terms shall have the following meanings: 
 Act: The Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder. 
 Affiliate: As defined in Rule 144 of the
Act. 
 Broker-Dealer: Any broker or dealer registered under the Exchange Act. 
 Business Day: Any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of
payment are authorized by law, regulation or executive order to remain closed. 
 Closing Date: The date hereof. 







 Commission: The Securities and Exchange Commission. 
 Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the
filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and
the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Initial Notes tendered by Holders thereof pursuant to the Exchange Offer. 
 Consummation Deadline: As defined in Section 3(b) hereof. 
 Effectiveness Deadline: As defined in
Sections 3(a) and 4(a) hereof. 
 Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder. 
 Exchange Notes: The Company’s 7.50% Senior Subordinated Notes due 2015 to be
issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof. 
 Exchange
Offer: The exchange and issuance by the Company of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Initial Notes that are
validly tendered and not withdrawn by such Holders in connection with such exchange and issuance. 
 Exchange Offer Registration
Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. 
 Filing
Deadline: As defined in Sections 3(a) and 4(a) hereof. 
 Free Writing Prospectus: Each offer to sell or solicitation
of an offer to buy the Initial Notes or the Exchange Notes that would constitute a “free writing prospectus” (if the offering of the Initial Notes or the Exchange Notes was made pursuant to a registered offering under the Securities Act)
as defined in Rule 405 under the Securities Act, prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Initial Notes or the Exchange Notes. 
 Holders: As defined in Section 2 hereof. 
 Interest Payment Date: As defined in the Initial Notes and Exchange Notes. 
 Prospectus: The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference into such Prospectus. 
  

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 Recommencement Date: As defined in Section 6(d) hereof. 
 Registration Default: As defined in Section 5 hereof. 
 Registration Statement: Any registration statement of the Company and the Guarantors relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement, (ii) including the Prospectus included therein, and (iii) including
all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 
 Rule 144: Rule 144 promulgated under the Act. 
 Shelf Registration Statement: As defined in
Section 4 hereof. 
 Suspension Notice: As defined in Section 6(d) hereof. 
 Suspension Rights: As defined in Section 6(c)(i) hereof. 
 TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture. 
 Transfer Restricted Securities: Each Initial Note until the earliest to occur of (a) the date on which such Initial Note has been
exchanged in the Exchange Offer by a Person other than a Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) following the
exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus
contained in the Exchange Offer Registration Statement, (c) the date on which such Initial Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement (and the purchasers thereof have
been issued Exchange Notes) or (d) the date on which such Initial Note is distributed to the public pursuant to Rule 144. 
 SECTION 2. HOLDERS

 A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person
owns Transfer Restricted Securities. 
 SECTION 3. REGISTERED EXCHANGE OFFER 
 (a) The Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than
March 31, 2008 (such date being the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 90 days after the
Filing Deadline (such 90th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in


  

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order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement and
(C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration
Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities
and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than
Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. The Company and the Guarantors may include other securities in the Exchange Offer Registration Statement in connection with an
exchange offer or exchange offers relating to such securities. 
 (b) The Company and the Guarantors shall use all commercially reasonable
efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to
Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws.
No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days or longer, if required by the federal securities laws, after the date on which the Exchange Offer Registration
Statement has become effective (such 30th day, or such later date required by the federal securities laws, being the “Consummation Deadline”). 
 (c) The Company shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer
Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in
order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by
the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). 
 Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting
the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in 

  

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the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement; provided that such Broker-Dealer, in
its reasonable judgment, determines that it is subject to such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by
Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions
of Sections 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the Consummation Deadline
or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the latest version of such
Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period. 
 SECTION 4. SHELF REGISTRATION 
 (a) Shelf Registration. If (i) the Company and the Guarantors are not
(A) required to file the Exchange Offer Registration Statement or (B) permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have
complied with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder notifies the Company prior to the 20th Business Day following Consummation of the Exchange Offer that (A) such Holder, alone or together with Holders
who hold in the aggregate at least $1.0 million in principal amount of Transfer Restricted Securities, was prohibited by law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Notes
acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a
Broker-Dealer and holds Initial Notes acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors, subject to the Suspension Rights set forth in Section 6(c)(i) below, shall: 
 (x) use all commercially reasonable efforts on or prior to 30 days after the earlier of (i) the date as of which the Company determines that the
Exchange Offer Registration Statement will not be or cannot be, as the case may be, filed as a result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified in clause (a)(ii) above (30 days after such
earlier date, the “Shelf Filing Deadline” provided that, notwithstanding the foregoing, the Shelf Filing Deadline shall be no earlier than March 31, 2008), to file a shelf registration statement pursuant to Rule 415
under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement”)), relating to all Transfer Restricted Securities, and 
 (y) use all commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Shelf Filing
Deadline for the Shelf Registration Statement (such 90th day the “Effectiveness Deadline”). 
  

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 If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement that
satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i)(B) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to
meet the Effectiveness Deadline set forth in clause (y). 
 To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the
Guarantors shall use all commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections
6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to
Section 6(c)(i) or 6(d)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto or are no longer Transfer
Restricted Securities. The Company and the Guarantors may include other securities in any Shelf Registration Statement in connection with an exchange offer or exchange offers relating to such securities. 
 (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder may include any of its Transfer
Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor, the information specified in Item 507 or
508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder shall be entitled to additional interest pursuant to Section 5
hereof unless and until (and from and after such time) such Holder shall have provided all such information. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading and shall promptly supply such other information as the Company may from time to time reasonably request. 
 SECTION 5. ADDITIONAL INTEREST 
 Subject to the Suspension Rights referred to in Section 6(c)(i)
below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on
or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to 30 Business Days after the Effectiveness Deadline with respect to the Exchange Offer Registration Statement or (iv) any
Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable for its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration
Default”), then the Company and the Guarantors 

  

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hereby jointly and severally agree to pay to each Holder affected thereby additional interest in an amount equal to $0.05 per week per $1,000 in principal
amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the
additional interest shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount
of additional interest of $0.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration
Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above,
(2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause
(iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement) to again be declared effective or made usable in the case of clause (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as
applicable, shall cease. 
 All accrued additional interest shall be paid by the Company and the Guarantors (or the Company and the
Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the
Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional
interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

 SECTION 6. REGISTRATION PROCEDURES 
 (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially
reasonable efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making
activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the
following provisions: 
 (i) If, following the date hereof there has been announced a change in Commission policy with respect
to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby
agree to seek a no-action letter or other favorable decision from the 

  

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Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors
hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take action not commercially reasonable to affect a change of Commission policy. In connection with the foregoing, the Company and the
Guarantors hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with
the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and
(C) diligently pursuing a resolution (which need not be favorable and which need not be a written resolution) by the Commission staff. 
 (ii) As a condition to its participation in the Exchange Offer, each Holder (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation
of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of
the Company, or, if it is an Affiliate of the Company, that such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable, (B) it is not engaged in, and does not intend to engage in, and
has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer, (C) it is acquiring the Exchange Notes in its ordinary course of business and (D) only if such
Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required
by law, in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if
the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on
the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus
delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by
Item 507 or 508, as applicable, of Regulation S-K. 
 (iii) Prior to effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in
Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 

  

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1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter
obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the
Exchange Offer and that, to the best of the Company’s and each Guarantor’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or
understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained
pursuant to clause (i) above, if applicable. 
 (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Company and the Guarantors shall: 
 (i) comply with all the provisions of Section 6(c) below and use all
commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to
the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form
shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and 
 (ii) issue to any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement, upon
the request of any such Holder or purchaser, registered Initial Notes having an aggregate principal amount equal to the aggregate principal amount of Initial Notes in the names as such Holder or purchaser shall designate. 
 (c) General Provisions. In connection with any Registration Statement and any related Prospectus required by this Agreement, the Company and the
Guarantors shall: 
 (i) use all commercially reasonable efforts to keep such Registration Statement continuously effective
and provide all requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein
(A) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the
period required by this Agreement, the Company and the Guarantors shall file promptly an appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use all commercially reasonable efforts to cause
such amendment to be declared effective as soon as practicable. Notwithstanding the foregoing, the Company and the Guarantors may allow the Exchange Offer Registration Statement, at 

  

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any time after Consummation of the Exchange Offer (if otherwise required to keep it effective), or the Shelf Registration Statement and the related
Prospectus to cease to remain effective and usable or may delay the filing or the effectiveness of the Shelf Registration Statement if not then filed or effective, as applicable (“Suspension Rights”), for one or more periods
of 90 days in aggregate in any twelve month period if (x) the board of directors of the Company (or a duly-appointed committee of the board of directors having power over the subject matter) determines in good faith that it is in the best
interests of the Company not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Company and the Guarantors, and the Company mails notification to the Holders within five Business
Days after the board of directors makes such determination, or (y) the Prospectus contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, contains an untrue statement of the material fact
or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the 180-day period referred to in Section 3(c) during which the
Exchange Offer Registration Statement is required to be effective and usable or the two-year period referred to in Section 4(a) hereof during which the Shelf Registration Statement is required to be effective and usable shall be extended by the
number of days during which such Registration Statement was not effective or usable pursuant to the foregoing provisions (which such extension shall be the Holders’ sole remedy for the exercise by the Company of the Suspension Rights during the
time period permitted hereunder, but only to the extent that any suspension period does not violate the 90-day period set forth above). 
 (ii) Subject to the Suspension Rights set forth in Section 6(c)(i) above, prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be
necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by
such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 
 (iii) advise (a) each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case
of a Shelf Registration Statement) and (b) each Holder who has provided notice to the Company promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension
by any state securities commission of the qualification of the Transfer 

  

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Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the
happening of any event that requires the Company to make changes in the Registration Statement or the Prospectus in order that the Registration Statement or the Prospectus, any amendment or supplement thereto or any document incorporated by
reference therein do not contain an untrue statement of material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under
which they were made) not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use all commercially reasonable efforts to obtain the withdrawal or
lifting of such order at the earliest possible time; 
 (iv) subject to Section 6(d), if any fact or event contemplated
by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; 
 (v) furnish to each Holder whose Transfer Restricted
Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, if any, before filing with the Commission, copies of any Registration Statement
or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be
subject to the reasonable review and comment of such Holders in connection with such sale, if any, for a period of at least three Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or
supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within three Business Days after the receipt thereof. A Holder shall be deemed to have
reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the
statements therein not misleading or fails to comply with the applicable requirements of the Act; 
 (vi) promptly prior to
the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus in connection with such exchange, registration or sale, if any, provide copies of such document to each Holder whose Transfer Restricted
Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration 


 11 








 
or sale, if any, make the Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence
matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request; 
 (vii) make available, at reasonable times, for inspection by each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) and any attorney or
accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Company and the Guarantors reasonably requested and cause the Company’s and the Guarantors’ officers, directors and employees to
supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness;
provided that any Holder or representative thereof requesting or receiving such information shall agree to be bound by reasonable confidentiality agreements and procedures with respect thereto; 
 (viii) if requested by any Holders whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case
of a Shelf Registration Statement) in connection with such exchange, registration or sale, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such
Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities and the use of the Registration Statement or Prospectus for
market making activities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective
amendment; 
 (ix) furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration
Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto,
including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); 
 (x) deliver to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) without charge, as many copies of the Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto as such Holders reasonably may request; the Company and the Guarantors hereby consent to the use (in accordance with law and subject to Section 6(d) hereof and any Suspension
Rights) of the Prospectus and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 

 

 12 








 (xi) enter into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement,
all to such extent as may be customarily and reasonably requested by the Initial Purchasers or, in the case of registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, by any Holder or Holders of
Transfer Restricted Securities who hold at least $25 million in aggregate principal amount of such class of Transfer Restricted Securities; provided, that, the Company and the Guarantors shall not be required to enter into any such agreement
more than once with respect to all of the Transfer Restricted Securities and, in the case of a Shelf Registration Statement, may delay entering into such agreement if the Board of Directors of the Company determines in good faith that it is in the
best interests of the Company and the Guarantors not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Company and the Guarantors. In such connection, the Company and the
Guarantors shall: 
 (A) upon the request of any Holder, furnish (or in the case of paragraphs (2) and (3), use its
commercially reasonable efforts to cause to be furnished) to each such Holder (in the case of the Shelf Registration Statement) and any underwriter, upon Consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, as
the case may be: 
 (1) a certificate, dated such date, signed on behalf of the Company and each Guarantor by (x) the
Chief Executive Officer or any Vice President and (y) a principal financial or accounting officer of the Company and such Guarantor, confirming, as of the date thereof, such matters as such Holders may reasonably request; 
 (2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as
the case may be, of counsel for the Company and the Guarantors in customary form and covering such other matters as such Holder may reasonably request, and in any event including a statement to the effect that such counsel has participated in
conferences with officers and other representatives of the Company and the Guarantors and representatives of the independent public accountants for the Company and the Guarantors and representatives of the underwriters, if any, and their counsel at
which the contents of the Registration Statement and related matters were discussed and, although such counsel need not pass upon or assume responsibility for the accuracy, completeness or fairness of such statements (relying as to materiality to
the extent such counsel deems appropriate upon the statements of officers and other representatives of the Company and the Guarantors and without independent check or verification), no facts came to such counsel’s attention that caused such
counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any 

  

 13 








 
post-effective amendment thereto became effective and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation of the
Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration
Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness
or fairness of the financial statements, schedules or other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus and need express no view as to the accounting or financial records from which
such financial statements, schedules and data are derived; and 
 (3) a customary comfort letter, dated the date of
Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company’s independent accountants, in the customary form and covering matters of the type customarily
covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 8(e) of the Purchase Agreement; and 
 (B) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the
matters covered in clause (A) above and with any customary conditions contained in any agreement entered into by the Company and the Guarantors pursuant to this clause (xi); 
 (xii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection
with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to register or qualify as a foreign
corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where
it is not now so subject; 
 (xiii) in connection with any sale of Transfer Restricted Securities that will result in such
securities no longer being Transfer Restricted Securities, cooperate with the 

  

 14 








 
Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and to register such Transfer Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities; 
 (xiv) use all commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso
contained in clause (xii) above; 
 (xv) provide a CUSIP number for all Transfer Restricted Securities not later than the
effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the
Depository Trust Company; 
 (xvi) otherwise use all commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Act
(which need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act); 
 (xvii) cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by
this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its
commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a
timely manner; and 
 (xviii) provide promptly to each Holder, upon request, each document filed with the Commission pursuant
to the requirements of Section 13 or Section 15(d) of the Exchange Act. 
 (d) Restrictions on Holders. Each Holder agrees
by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received
copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any 

  

 15 








 
additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”).
Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated
Prospectuses or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at
the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the
period from and including the date of delivery of the Suspension Notice to the Recommencement Date; provided, however, notwithstanding anything else in this Agreement to the contrary, nothing shall delay or otherwise effect the date of
the Filing Deadline, Effectiveness Deadline or Consummation Deadline with respect to the Exchange Offer Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition of a
Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidence. 
 SECTION 7. REGISTRATION EXPENSES 
 (a) All expenses
incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and the Guarantors and one special counsel for all of the Holders of Transfer
Restricted Securities selected by the Holders of a majority in principal amount of Transfer Restricted Securities being registered; and (v) all fees and disbursements of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or incident to such performance); provided, however, that in no event shall the Company or the Guarantors be responsible for any underwriting discounts, commissions
or fees attributable to the sale or other disposition of Transfer Restricted Securities. 
 The Company will, in any event, bear its and the
Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Company or the Guarantors. 
 (b) In connection with any Registration Statement required by this Agreement
(including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering
Initial Notes in the Exchange Offer and/or selling or reselling Initial Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of not more than one 

  

 16 








 
counsel, who shall be Latham & Watkins LLP, unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being prepared. 
 SECTION 8. INDEMNIFICATION 
 (a) The Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless each selling Holder of Transfer Restricted Securities
whose Transfer Restricted Securities are included in a Registration Statement, its directors, officers and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from
and against any and all losses, claims, damages, liabilities or judgments, (including without limitation, any legal or other expenses incurred in connection with investigating or defending any matter, including any action that could give rise to any
such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus, Free Writing Prospectus or any
“issuer information” (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act (or any amendment or supplement thereto), or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any of the Holders furnished in writing to the Company by or on behalf of any of the Holders. 
 (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, and their respective directors and
officers, and each Person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company, or the Guarantors to the same extent as the foregoing indemnity from the Company and the
Guarantors set forth in section (a) above, but only with reference to information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use in any Registration Statement. In no event shall any
Holder, its directors, officers or any Person who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities
pursuant to a Registration Statement exceeds the sum of: (i) the amount paid by such Holder for such Transfer Restricted Securities plus (ii) the amount of any damages that such Holder, its directors, officers or any Person who
controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 
 (c) In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the “indemnified party”), the indemnified party shall promptly notify
the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the
indemnified party and the payment of all fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) 

  

 17 








 
and 8(b), a Holder shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and
participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder). Any indemnified party shall have the right to employ separate counsel in any such action and participate
in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party has failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party has been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which
case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified
parties and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Company and
Guarantors, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of
any settlement of any action effected with the written consent of the indemnifying party (which consent shall not be unreasonably withheld). No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall
not be unreasonably withheld), effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have
been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. 
 (d) To the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from their sale of Transfer Restricted
Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative
fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue or 

  

 18 








 
alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or
such Guarantor, on the one hand, or by the Holder, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as
a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c) hereof, any legal or other fees or expenses reasonably incurred by such party
in connection with investigating or defending any action or claim. 
 The Company, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action that could have given
rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its directors, its officers or any Person, if any, who controls such Holder shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total amount received by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds the sum of: (i) the amount paid by such
Holder for such Transfer Restricted Securities plus (ii) the amount of any damages that such Holder has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to
this Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities held by each Holder hereunder and not joint. 
 SECTION 9. RULE 144A AND RULE 144 
 The Company and each Guarantor agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4)
under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Act, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule 144. 
  

 19 








 SECTION 10. MISCELLANEOUS 
 (a) Remedies. The Company and the Guarantors acknowledge and agree that any failure by the Company and/or the Guarantors to comply with their respective obligations under Sections 3 and 4 hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Sections 3 and 4 hereof. The Company and the Guarantors further agree to waive the defense in
any action for specific performance that a remedy at law would be adequate. 
 (b) Free Writing Prospectus. The Company represents,
warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) in connection with the
issuance and sale of the Initial Notes and the Exchange Notes, other than (i) any communication pursuant to Rule 134, Rule 135 or Rule 135c under the Securities Act, (ii) any document constituting an offer to sell or solicitation of an
offer to buy the Initial Notes or the Exchange Notes that falls within the exception from the definition of prospectus in Section 2(a)(10)(a) of the Securities Act or (iii) a prospectus satisfying the requirements of section 10(a) of the
Securities Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the Securities Act. 
 (c) No Inconsistent
Agreements. Neither the Company nor any Guarantor will, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof; provided that the Holders acknowledge and agree that the Company and the Guarantors may include other securities in the Exchange Offer Registration Statement and the Shelf Registration Statement in
connection with an exchange offer or exchange offers relating to such securities, and can enter into agreements that permit the same. Neither the Company nor any Guarantor has previously entered into, nor is currently a party to, any agreement
granting any registration rights with respect to its securities to any Person that would require such securities to be included in any Registration Statement filed hereunder. The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the Company’s and the Guarantors’ securities under any agreement in effect on the date hereof. 
 (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(d)(i), the Company has obtained the written consent of Holders of all outstanding Transfer Restricted Securities and
(ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the Exchange
Offer, and that does not affect directly or indirectly the 

  

 20 








 
rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer. 
 (e) Additional
Guarantors. The Company shall cause any of its Material Restricted Subsidiaries (as defined in the Indenture) that becomes, prior to the consummation of the Exchange Offer, a Guarantor in accordance with the terms and provisions of the Indenture
to become a party to this Agreement as a Guarantor. 
 (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to
the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary
or advisable to protect its rights or the rights of Holders hereunder. 
 (g) Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier or air courier guaranteeing overnight delivery: 
 (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the
Indenture; and 
 (ii) if to the Company or the Guarantors: 
  

					
		  	 Pinnacle Entertainment, Inc.
 3800 Howard Hughes
Parkway
 Las Vegas, Nevada 89169
 Telecopier No.:
(702) 784-7778
 Attention: Chief Financial Officer
	  	
			
		  	With a copy to:	  	
			
		  	 Irell & Manella LLP
 1800 Avenue of the
Stars, Suite 900
 Los Angeles, California 90067
 Telecopier No.:
(310) 203-7199
 Attention: Kevin McGeehan, Esq.
	  	

 All such notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery. 
 Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the
Trustee at the address specified in the Indenture. 
  

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 (h) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or
otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof. 
 (i) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 (j)
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
 (k) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF. 
 (l) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 
 (m) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with
respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 
 (Signature Page Follows.) 
  

 22 








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

  

					
	PINNACLE ENTERTAINMENT, INC.
		
	By:	 	 /s/ Stephen H. Capp

	Name:	 	Stephen H. Capp
	Title:	 	Executive Vice President and
		 	Chief Financial Officer
	
	ACE GAMING, LLC
		
	By:	 	 /s/ Stephen H. Capp

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

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

		 	Name:	 	Stephen H. Capp
		 	Title:	 	Chief Financial Officer and Treasurer


  

 S-1 









					
	BELTERRA RESORT INDIANA, LLC
		
	By:	 	Pinnacle Entertainment, Inc.,
		 	its Sole Member
			
		 	By:	 	 /s/ Stephen H. Capp

		 	Name:	 	Stephen H. Capp
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	BILOXI CASINO CORP.
		
	By:	 	 /s/ Stephen H. Capp

	Name:	 	Stephen H. Capp
	Title:	 	Chief Financial Officer and Treasurer
		 		 	
	
	BOOMTOWN, LLC
		
	By:	 	Pinnacle Entertainment, Inc.,
		 	its Sole Member
			
		 	By:	 	 /s/ Stephen H. Capp

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

	Name:	 	Stephen H. Capp
	Title:	 	Chief Financial Officer


  

 S-2 









							
	CASINO ONE CORPORATION
		
	By:	 	 /s/ Stephen H. Capp

	Name:	 	Stephen H. Capp
	Title:	 	Treasurer
	
	 LOUISIANA-I GAMING, A LOUISIANA
 PARTNERSHIP
IN COMMENDAM

		
	By:	 	Boomtown, LLC, its General Partner
		 	By:	 	Pinnacle Entertainment, Inc.,
		 		 	its Sole Member
				
		 		 	By:	 	 /s/ Stephen H. Capp

		 		 	Name:	 	Stephen H. Capp
		 		 	Title:	 	Executive Vice President and
		 		 		 	Chief Financial Officer
	
	MITRE ASSOCIATES LLC
		
	By:	 	 /s/ Stephen H. Capp

	Name:	 	Stephen H. Capp
	Title:	 	Chief Financial Officer and Treasurer
	
	OGLE HAUS, LLC
		
	By:	 	Belterra Resort Indiana, LLC,
		 	its Sole Member and Manager
		 	By:	 	Pinnacle Entertainment, Inc.,
		 		 	its Sole Member
				
		 		 	By:	 	 /s/ Stephen H. Capp

		 		 	Name:	 	Stephen H. Capp
		 		 	Title:	 	Executive Vice President and
		 		 		 	Chief Financial Officer


  

 S-3 









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

		 		 	Name:	 	Stephen H. Capp
		 		 	Title:	 	Executive Vice President and
		 		 		 	Chief Financial Officer
	
	PNK (BOSSIER CITY), INC.
		
	By:	 	 /s/ Stephen H. Capp

	Name:	 	Stephen H. Capp
	Title:	 	Treasurer
	
	PNK (CHILE 1), LLC
		
	By:	 	Pinnacle Entertainment, Inc.,
		 	its Sole Member
			
		 	By:	 	 /s/ Stephen H. Capp

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

		 	Name:	 	Stephen H. Capp
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


  

 S-4 









					
	PNK DEVELOPMENT 7, LLC
		
	By:	 	Pinnacle Entertainment, Inc.,
		 	its Sole Member
			
		 	By:	 	 /s/ Stephen H. Capp

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

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

		 	Name:	 	Stephen H. Capp
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	PNK DEVELOPMENT 13, LLC
		
	By:	 	 /s/ Stephen H. Capp

	Name:	 	Stephen H. Capp
	Title:	 	Chief Financial Officer and Treasurer


  

 S-5 









					
	PNK (ES), LLC
		
	By:	 	Pinnacle Entertainment, Inc.,
		 	its Sole Member
			
		 	By:	 	 /s/ Stephen H. Capp

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

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

		 	Name:	 	Stephen H. Capp
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	PNK (SCB), L.L.C.
		
	By:	 	 /s/ Stephen H. Capp

	Name:	 	Stephen H. Capp
	Title:	 	Chief Financial Officer and Treasurer


  

 S-6 









					
	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 (ST. LOUIS 4S), 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
	
	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


  

 S-7 









			
	 YANKTON INVESTMENTS, LLC

		
	By:	 	 /s/ John A. Godfrey

	Name:	 	John A. Godfrey
	Title:	 	Manager


  

 S-8 









			
	LEHMAN BROTHERS INC.
	 BEAR, STEARNS & CO. INC.
 BANC OF AMERICA
SECURITIES LLC
 DEUTSCHE BANK SECURITIES INC.

	 As representatives of the several Initial Purchasers named in Schedule 1 of the Purchase Agreement

		
	By:	 	LEHMAN BROTHERS INC.
		
	By	 	 /s/ Laurie Perper

		 	Authorized Representative
		 	Laurie Perper
		 	Senior Vice President


  

 S-9