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EXHIBIT
10.1
TERMINATION
AGREEMENT
THIS TERMINATION
AGREEMENT (the “Termination”) is made and entered
into effective as of September 27, 2007 (the “Effective
Date”), by and between Pinnacle Entertainment, Inc., a
Delaware corporation (“Pinnacle”), and Robert L.
Johnson, an individual (“RLJ”). Except as otherwise
provided in this Termination, capitalized terms herein shall have
the meanings set forth in that certain Amended and Restated Limited
Liability Company Operating Agreement of PNK (PA), LLC, a
Pennsylvania limited liability company, made and entered into
effective for certain purposes as of November 13, 2006 (the
“A&R Operating Agreement”). This Termination is
entered into with reference to the following facts:
A. On December 23, 2005,
Pinnacle caused a Certificate of Organization of PNK (PA), LLC (the
“Company”) to be filed with the Pennsylvania Department
of State and, effective as of the same date, Pinnacle was admitted
as the sole member of the Company;
B. The Company was formed;
among other things, to seek selection as one of a limited number of
parties to be issued a license to conduct a gaming business located
in or around Philadelphia County, Pennsylvania;
C. In connection with the
Company’s seeking such selection, RLJ desired to be admitted
as an additional member of the Company, and Pinnacle and RLJ
desired to adopt and approve the A&R Operating Agreement as the
operating agreement of the Company, each to be effective on the
date (if any) on which certain conditions precedent relating to
such selection were satisfied or waived;
D. RLJ and Pinnacle also
entered into that certain PNK (PA), LLC Philadelphia Project Side
Letter (the “Side Letter”) dated November 15,
2006, to memorialize certain understandings related to the A&R
Operating Agreement;
E. On December 20, 2006,
Pennsylvania Gaming Authorities selected certain companies to be
issued gaming licenses but did not select the Company;
and
F. In light of the results of
such selection process, RL
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