sc13dza

0000950123-11-020095.txt : 20110301 0000950123-11-020095.hdr.sgml : 20110301 20110301060155 ACCESSION NUMBER: 0000950123-11-020095 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110301 DATE AS OF CHANGE: 20110301 GROUP MEMBERS: GORDON R. KANOFSKY GROUP MEMBERS: RAY H. NEILSEN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEILSEN ESTATE OF CRAIG H CENTRAL INDEX KEY: 0001382069 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O AMERISTAR CASINOS, INC. STREET 2: 3773 HOWARD HUGHES PARKWAY, SUITE 490S CITY: LAS VEGAS STATE: NV ZIP: 89169 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERISTAR CASINOS INC CENTRAL INDEX KEY: 0000912145 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880304799 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62339 FILM NUMBER: 11648832 BUSINESS ADDRESS: STREET 1: 3773 HOWARD HUGHES PKWY STREET 2: SUITE 490 SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89169 BUSINESS PHONE: 7025677000 MAIL ADDRESS: STREET 1: 3773 HOWARD HUGHES PKWY STREET 2: SUITE 490 SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89169 SC 13D/A 1 v58838sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

Under the Securities and Exchange Act of 1934
(Amendment No. 3 )^(†)

AMERISTAR CASINOS, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

03070Q 10 1

(CUSIP Number)

PETER C. WALSH
3773 HOWARD HUGHES PARKWAY, SUITE 490S
LAS VEGAS, NEVADA 89169
(702) 567-7000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 27, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^(†) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


	ITEM 4. PURPOSE OF TRANSACTION.
	ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
	ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
	ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
	SIGNATURE
	EXHIBIT INDEX
EX-99.2


CUSIP NO.		03070Q 10 1	SCHEDULE 13D/A	PAGE		2		OF		8 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Estate of Craig H. Neilsen


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS

	OO (1)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			31,528,400

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			31,528,400

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	31,528,400

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	54.1%

14	TYPE OF REPORTING PERSON*

	OO — (2)

(1) The securities beneficially owned by the Estate of Craig H. Neilsen (the "Estate") were acquired as a result of the death of Craig H. Neilsen on November 19, 2006. The securities were acquired by the Estate by operation of law upon Craig H. Neilsen's death. Therefore, this item is not applicable.

(2) The Reporting Person is an estate to which the securities reported herein passed upon the death of Craig H. Neilsen.


CUSIP NO.		03070Q 10 1	SCHEDULE 13D/A	PAGE		3		OF		8 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ray H. Neilsen


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS

	OO (3)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			204,169 (4)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			31,528,400 (5)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			204,169 (4)

WITH		10	SHARED DISPOSITIVE POWER

			31,528,400 (5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	31,732,569

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	54.5%

14	TYPE OF REPORTING PERSON*

	IN

(3) Ray H. Neilsen is a co-personal representative and co-executor of the Estate. The securities beneficially owned by the Estate were acquired as a result of the death of Craig H. Neilsen. The securities were acquired by the Estate by operation of law upon Craig H. Neilsen’s death. Therefore, this item is not applicable.

(4) Includes 130,963 shares subject to options exercisable within 60 days. These options have been granted pursuant to standard Company option plans.

(5) Includes 31,528,400 shares held by the Estate.


CUSIP NO.		03070Q 10 1	SCHEDULE 13D/A	PAGE		4		OF		8 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gordon R. Kanofsky


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS

	OO (6)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			60,500 (7)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			31,984,084 (8)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			60,500 (7)

WITH		10	SHARED DISPOSITIVE POWER

			31,984,084 (8)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	32,044,584

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	55.0%

14	TYPE OF REPORTING PERSON*

	IN

(6) Gordon R. Kanofsky is a co-personal representative and co-executor of the Estate. The securities beneficially owned by the Estate were acquired as a result of the death of Craig H. Neilsen. The securities were acquired by the Estate by operation of law upon Craig H. Neilsen’s death. Therefore, this item is not applicable.

(7) Consists of 60,500 shares that may become distributable to Mr. Kanofsky within 60 days under certain circumstances with respect of vested restricted stock units. These restricted stock units have been granted pursuant to standard Company compensation plans.

(8) Includes 31,528,400 shares held by the Estate. Also includes 64,381 shares held by the Kanofsky Family Trust Dated January 27, 1998 (the “Kanofsky Trust”), of which Mr. Kanofsky and his spouse are co-trustees, and 391,303 shares subject to options which are exercisable within 60 days, which options are also held by the Kanofsky Trust. These options have been granted pursuant to standard Company option plans.


CUSIP NO.		03070Q 10 1	SCHEDULE 13D/A	PAGE		5		OF		8 PAGES

This Amendment No. 3 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2006, as amended by Amendment No. 1 thereto, filed with the SEC on October 22, 2007, and Amendment No. 2 thereto, filed with the SEC on June 2, 2008 (together, the “Schedule 13D”), by the Estate of Craig H. Neilsen, Ray H. Neilsen and Gordon R. Kanofsky, with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Ameristar Casinos, Inc., a Nevada corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended to include the following information:

On February 27, 2011, the Co-Representatives, on behalf of the Estate, entered into a binding agreement with the Company (the “Letter Agreement”), pursuant to which, among other things, the Estate has agreed to sell to the Company 26,150,000 Shares at a price of $17.50 per Share (the “Repurchase Transaction”). The Letter Agreement also specifies certain terms and conditions with respect to the Repurchase Transaction and requires the Estate and the Company to negotiate in good faith and execute a definitive agreement with respect to the Repurchase Transaction. The foregoing summary of the Letter Agreement is qualified by reference to the actual text of the Letter Agreement. A copy of the Letter Agreement is filed as Exhibit 2 hereto and is hereby incorporated by reference in its entirety in response to this Item 4.

Upon the consummation of the Repurchase Transaction, the Co-Representatives intend to use a portion of the proceeds thereof to pay the balance of the estate taxes due from the Estate, which will facilitate the completion of the administration of the Estate and the eventual distribution of the remaining Shares and other assets of the Estate to the beneficiaries of the Estate, including The Craig H. Neilsen Foundation.

The Co-Representatives intend to continue to review and evaluate on an ongoing basis the Estate’s holdings of the Shares not included in the Repurchase Transaction. Such review and evaluation will include various factors deemed relevant by the Co-Representatives, including factors specific to the Estate and its distributees. The Co-Representatives may in the future exercise any and all of the rights of the Estate and each of the Co-Representatives as shareholders of the Company in a manner consistent with their respective equity interests. Depending on their evaluation of the factors deemed relevant by them, the Co-Representatives may take such actions with respect to the Shares and others shares of Common Stock beneficially owned by them as they deem appropriate in light of circumstances existing from time to time. Such actions may involve one or more of the matters described in subparagraphs (a) through (j) of this Item 4.

Except as amended hereby, the information previously disclosed in response to Item 4 of the Schedule 13D remains in full force and effect.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5(c) of this Schedule 13D is hereby amended to include the following information:

(c)

During the 60 days immediately preceding the date of this Amendment No. 3, the Estate effected no transactions in the Common Stock. On January 3, 2011, Mr. Neilsen received 699 shares of Common Stock at no charge upon the vesting of previously issued restricted stock units, net of 386 shares that were withheld by the Company to satisfy his tax withholding liability. On January 3, 2011, Mr. Kanofsky received 1,544 shares of Common Stock at no charge upon the vesting of previously issued restricted stock units, net of 916 shares that were withheld by the Company to satisfy his tax withholding liability. Mr. Kanofsky immediately gifted such shares to the Kanofsky Trust.


CUSIP NO.		03070Q 10 1	SCHEDULE 13D/A	PAGE		6		OF		8 PAGES

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of this Schedule 13D is hereby amended to include the following information:

The information set forth in Item 4 above is hereby incorporated by reference in response to this Item 6.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.

Item 7 of this Schedule 13D is hereby amended to include the following information:


Exhibit No.		Description of Exhibit

2		Letter Agreement, dated February 27, 2011, by and between the Estate of Craig H. Neilsen and Ameristar Casinos, Inc. (filed herewith)


CUSIP NO.		03070Q 10 1	SCHEDULE 13D/A	PAGE		7		OF		8 PAGES

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 1, 2011


ESTATE OF CRAIG H. NEILSEN
By:	/s/ RAY H. NEILSEN
	Name:	Ray H. Neilsen
	Title:	Co-Personal Representative


By:	/s/ GORDON R. KANOFSKY
	Name:	Gordon R. Kanofsky
	Title:	Co-Personal Representative


/s/ RAY H. NEILSEN
RAY H. NEILSEN



/s/ GORDON R. KANOFSKY
GORDON R. KANOFSKY


CUSIP NO.		03070Q 10 1	SCHEDULE 13D/A	PAGE		8		OF		8 PAGES

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

1		Joint Filing Agreement, dated as of December 15, 2006, by and among the Estate of Craig H. Neilsen, Ray H. Neilsen and Gordon R. Kanofsky (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Estate of Craig H. Neilsen, Ray H. Neilsen and Gordon R. Kanofsky with the SEC on December 15, 2006).

2		Letter Agreement, dated February 27, 2011, by and between the Estate of Craig H. Neilsen and Ameristar Casinos, Inc. (filed herewith)

EX-99.2 2 v58838exv99w2.htm EX-99.2 exv99w2

Exhibit 2

AMERISTAR CASINOS, INC.
3773 Howard Hughes Parkway
Suite 490 South
Las Vegas, NV 89169

February 27, 2011

Estate of Craig H. Neilsen
c/o Ameristar Casinos, Inc.
16633 Ventura Boulevard, Suite 1050
Encino, California 91436
Attention: Mr. Ray H. Neilsen
Mr. Gordon R. Kanofsky

Re: Repurchase Transaction

Dear Mr. Neilsen and Mr. Kanofsky:

The parties to this letter agreement (this “Letter Agreement”), Ameristar Casinos, Inc., a Nevada corporation (the “Company”), and the Estate of Craig H. Neilsen (the “Seller”), wish to document their agreement pursuant to which, subject to and in accordance with the terms and conditions set forth in this Letter Agreement and Annex A attached hereto (the “Term Sheet”), which terms and conditions are incorporated into and shall be considered part of this Letter Agreement, the Seller agrees to sell to the Company, and the Company agrees to purchase from the Seller, certain shares of the Company’s common stock owned by the Seller as further described in the Term Sheet. It is the parties’ intention to negotiate and execute a mutually acceptable definitive agreement (the “Definitive Agreement”) governing the Transactions (as defined in the Term Sheet), however, the parties agree that the provisions set forth in this Letter Agreement, including the Term Sheet, shall constitute a binding agreement between the parties. The parties covenant and agree to work in good faith to negotiate and execute the Definitive Agreement as quickly as possible and to consummate the Transactions as expeditiously as possible, but they further agree that the failure to do so shall in no way limit, alter or impact the contractual requirements set forth in this Letter Agreement. The parties hereby stipulate that this Letter Agreement (including the Term Sheet) includes all of the material terms with respect to the Transactions, notwithstanding that certain terms remain to be negotiated and described in the Definitive Agreement.

This Letter Agreement shall be treated as “Evaluation Material” and accorded confidentiality protection as provided in the confidentiality and non-disclosure agreement, entered into as of September 7, 2007, between the Company and Seller (the “Confidentiality Agreement”), which shall remain in full force and effect and shall be binding on the parties hereto. It is the intention of the parties to make a mutually acceptable public announcement regarding this Letter Agreement and the Transactions following the execution of this Letter Agreement. Notwithstanding the foregoing, neither the Company nor the Seller will make any public announcement regarding the Transactions or the existence or contents of this Letter Agreement without the prior approval of the other, subject to requirements of law or regulatory bodies or to applicable listing rules.

This Letter Agreement and the Confidentiality Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter thereof. The terms and conditions of this Letter Agreement may not be amended, changed, supplemented or otherwise modified except by an instrument in writing specifically designated as an amendment thereto, signed on behalf of each party. Notwithstanding the foregoing, the parties to this Letter Agreement acknowledge and agree that the execution and delivery of this Letter Agreement and the Definitive Agreement shall not in any way modify the provisions of any existing agreement between the Company and any person (including any representative of the Seller), or of the Company’s articles of incorporation and bylaws, as the same relate to such person’s rights as a director or officer of the Company, in his or her capacity as such, to indemnification by, and/or advancement of expenses from, the Company.

This Letter Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Nevada.

[remainder of page intentionally left blank]

If you are in agreement with the foregoing, please sign and return one copy of this Letter Agreement, which thereupon will constitute our agreement with respect to its subject matter.


Very truly yours, AMERISTAR CASINOS, INC.
By:	/s/ Larry A. Hodges
	Name:	Larry A. Hodges
	Title:	President and Chief Operating Officer


Acknowledged and Agreed as of February 27, 2011:
/s/ Ray H. Neilsen
Ray H. Neilsen


				Co-Executors and Co-Personal Representatives of the Estate of Craig H. Neilsen
/s/ Gordon R. Kanofsky
Gordon R. Kanofsky

Annex A
Terms and Conditions
February 27, 2011


The Transactions		• Subject to the terms and conditions set forth below, the Company will use its reasonable best efforts to arrange new debt facilities on terms and conditions satisfactory to the Company (the “New Financing”) with sufficient borrowing capacity to enable the Company to retire its existing senior credit facilities, retire or amend its existing senior notes and fund the purchase price of the Repurchase Transaction (as defined below).

		• Following successful completion of the New Financing, the Company will purchase from the Seller, and the Seller will sell to the Company, shares of the Company’s common stock owned by the Seller on the terms and subject to the conditions set forth below (the “Repurchase Transaction” and, together with the New Financing, the “Transactions”).

		The consummation of the Transactions is referred to herein as the “Closing.”

Closing		The consummation of the Repurchase Transaction (the “Closing”) will occur on the third (3^rd) business day following the satisfaction or waiver of all conditions to the parties’ obligations set forth below under the headings “Conditions to the Company’s Obligation to Consummate the Repurchase Transaction” and “Conditions to the Seller’s Obligation to Consummate the Repurchase Transaction” or such other date, time or place as the parties may mutually agree.

Purchase Price Per Share		$17.50 (the “Per Share Price”)

Total Shares Purchased		26,150,000 shares (the “Purchased Shares”)

Board of Directors		Following the Repurchase Transaction, the Company will no longer qualify under the “Controlled Company” exemption of the NASDAQ listing rules. Accordingly, the Company’s Board of Directors and its committees will be adjusted such that:

		• A majority of the directors will be independent; and

		• The Company will have an Audit Committee, a Nominating Committee and a Compensation Committee comprised solely of independent directors.

		The Seller shall have no specific rights or privileges with respect to Board seats or the nomination of directors, other than those rights and privileges that inherently inure from the Seller’s ownership of the shares of Company common stock not purchased in the Repurchase Transaction (the “Remaining Seller Shares”).


Registration Rights		The Company acknowledges and confirms Seller’s existing registration rights pursuant to the Plan of Reorganization dated November 15, 1993 among the parties named therein. The Company and Seller agree to negotiate in good faith appropriate and reasonable modifications to the Seller’s existing registration rights with respect to the Remaining Seller Shares to accommodate, among other things, Seller’s ability, if it desires, to sell the Remaining Seller Shares on a continuous basis pursuant to an effective registration statement, including by way of a 10b5-1 plan or otherwise.

Lock-Up Agreements		The Company and the Seller agree to negotiate in good faith appropriate and reasonable modifications to the Seller’s existing registration rights to accommodate, in connection with any underwritten public offering of the Company’s common stock by the Company, a reasonable lock-up agreement requested by the underwriter(s) of such offering.

Representations & Warranties		The Definitive Agreement shall contain reasonable and customary representations and warranties from both the Company and the Seller with respect to the following:

		• Organization;

		• Authority;

		• No Conflicts, Required Filings and Consents

		• Finders Fees; and

		• Title to Shares (Seller only).

Covenants		• The Company shall use its reasonable best efforts to (i) obtain the New Financing on terms and conditions satisfactory to the Company and (ii) obtain all required regulatory, gaming and other approvals.

		• The parties shall cooperate reasonably and in good faith to negotiate and execute the Definitive Agreement as soon as practicable after the execution of the Letter Agreement and prior to the consummation of the Transactions.

		• The Seller shall cooperate with the Company’s reasonable requests to assist it with obtaining the New Financing in its capacity as a stockholder of the Company.


Conditions to the Company’s Obligation to Consummate the Repurchase Transaction		The Company’s obligation to consummate the Repurchase Transaction is subject to the satisfaction of the following conditions:
		• Receipt of all gaming, regulatory and other approvals required in connection with the Transactions;

		• Consummation of the New Financing on terms and conditions satisfactory to the Company, including immediate additional borrowing availability under a revolving bank credit facility (after giving effect to the payment of all fees and expenses associated with the New Financing) of at least $75 million;

		• Receipt of a solvency opinion with respect to the Transactions immediately prior to Closing from the financial advisor engaged by the Transaction Committee of the Company’s board of directors;

		• Satisfactory evidence that all liens on the Purchased Shares have been, or will be concurrently with the Closing, released;

		• Continued accuracy of the Seller’s representations and warranties; and

		• The absence of any injunction, restraining order, ruling or other order issued by any court of competent jurisdiction or governmental entity preventing the consummation of any of the Transactions and the consummation of the Transactions will not violate Nevada Revised Statutes 78.288.

Conditions to the Seller’s Obligation to Consummate the Repurchase Transaction		The Seller’s obligation to consummate the Repurchase Transaction is subject to the satisfaction of the following conditions:
		• Approval from the applicable probate court with respect to the Repurchase Transaction;

		• Continued accuracy of the Company’s representations and warranties; and

		• The absence of any injunction, restraining order, ruling or other order issued by any court of competent jurisdiction or governmental entity preventing the consummation of any of the Transactions.


Termination Provisions		The Letter Agreement and the Definitive Agreement may be terminated as follows:

		(a) By the parties upon their mutual agreement;

		(b) By either party, if a court of competent jurisdiction shall have issued an order permanently restraining or prohibiting the Transactions and such order shall have become final and nonappealable;

		(c) By either party, if the Repurchase Transaction is not completed by June 30, 2011, subject to two (2) two-month extensions at the election of either party (so long as the electing party is not in material breach of this Letter Agreement or the Definitive Agreement) if the receipt of all gaming, regulatory or other approvals with respect to each of the New Financing and the Repurchase Transaction are the only remaining unsatisfied conditions to the consummation of the Transactions;

		(d) By the Seller if the Company breaches, in any material respect, any of its obligations under the Letter Agreement or the Definitive Agreement and such breach cannot be or has not been cured within 30 days following delivery to the Company of written notice of such breach by the Seller; or

		(e) By the Company if the Seller breaches, in any material respect, any of its obligations under the Letter Agreement or the Definitive Agreement and such breach cannot be or has not been cured within 30 days following delivery to the Seller of written notice of such breach by the Company.


Sale Proposal		If, prior to Closing, (a) the Company has received a proposal from a third party pursuant to which such third party would acquire at least eighty percent (80%) of the Company’s common stock at a price per share in excess of the Per Share Price (a “Sale Proposal) and (b) the Company enters a definitive agreement with respect to such Sale Proposal (a “Sale Agreement”), at least eight (8) business days prior to entering into such Sale Agreement, the Company shall notify the Seller regarding the Sale Proposal and the Seller shall have the right in its sole discretion unilaterally to have the Purchased Shares acquired, on the same basis as the other shares of the Company’s common stock, in the transaction contemplated by the Sale Proposal, exercisable by written notice by the Seller to the Company within five (5) business days after receipt of such notice from the Company (the “Tag-Along Right”). If the Seller elects to exercise the Tag-Along Right and the Sale Agreement provides for the acquisition of the Purchased Shares on the same basis as the other shares of the Company’s common stock, then the Company may, in its sole discretion, unilaterally (i) consistent with the Seller’s election of the Tag-Along Right, extend the Closing for any duration the Company elects, provided that if the Sale Agreement is terminated, the Closing must occur within six (6) months after such termination or (ii) terminate this Letter Agreement and/or the Definitive Agreement. If the Company enters into a Sale Agreement, then, in connection with any vote of the Company’s stockholders required to approve the transactions contemplated in the Sale Agreement, the Seller shall, and hereby agrees to, vote all of its shares of Company common stock, including the Purchased Shares if then outstanding, in a manner consistent with the recommendation of the Company Board with respect to the Sale Agreement in the absence of a superior proposal deemed such by the Company’s Board of Directors. If the Seller does not elect to exercise its Tag-Along Right, this Letter Agreement and/or the Definitive Agreement shall remain in full force and effect.

Expenses		Each party will be responsible for its own legal, accounting, investment banking and other expenses incurred by it in connection with the Transactions, whether or not any of the Transactions are consummated.

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