Exhibit 10.1





Exhibit 10.1




Execution Version




SECOND AMENDMENT TO THIRD

AMENDED AND RESTATED CREDIT AGREEMENT




This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), dated as of October 28, 2010, is made by and among PINNACLE ENTERTAINMENT,
INC., a Delaware corporation (the “Borrower”), BARCLAYS BANK PLC, as the administrative
agent (the “Administrative Agent”), and the Required Lenders.



Recitals




Whereas, the Borrower, the Lenders, and the Administrative Agent have entered into that
certain Third Amended and Restated Credit Agreement dated as of February 5, 2010, as amended by
that certain First Amendment to Third Amended and Restated Credit Agreement dated as of April 28,
2010 (as amended, the “Credit Agreement”). Unless otherwise noted herein, any terms
defined in the Credit Agreement and not defined in this Amendment are used herein as defined in the
Credit Agreement after giving effect to this Amendment;



Whereas, the Borrower has informed the Administrative Agent and the Lenders that it desires to
modify the Limitation on Capital Expenditures associated with the Baton Rouge Project and has
requested certain amendments to the Credit Agreement; and



Whereas, subject to the terms and conditions set forth herein, the Required Lenders are
willing to amend the Credit Agreement as hereinafter set forth.



Now Therefore, in consideration of the premises and the mutual agreements set forth herein,
the Borrower, the Administrative Agent and the Required Lenders agree as follows:



Section 1. Amendments to Credit Agreement. Subject to the conditions and upon the terms set
forth in this Amendment and in reliance on the representations and warranties of the Borrower set
forth in this Amendment, the Credit Agreement is hereby modified and amended, as of the Second
Amendment Effective Date, as follows:




1.1 Amendment to Section 1.1. The definition of “Commencement of Construction”
is restated in its entirety as follows:




“‘Commencement of Construction’: for any Project, the spending from
and after January 1, 2010 by the Borrower and its Restricted Subsidiaries of
Expenses (other than amounts expended (x) for land acquisition costs, (y) to obtain
a Gaming License, and (z) for capitalized interest expense) with respect to any
Project of an amount greater than the lesser of (a) $25,000,000 and (b) ten percent
(10%) of the Construction Budget for such Project; provided that with respect to the
Baton Rouge Project, “Commencement of Construction” means the spending from and
after January 1, 2010 by the Borrower and its Restricted Subsidiaries of Expenses
(other than amounts expended (x) for land acquisition costs, (y) to obtain a Gaming
License, and (z) for capitalized interest expense) with respect to the Baton Rouge
Project of an amount greater than $100,000,000.


 


 









 






1.2 Amendment to Section 1.1. The definition of “Responsible Officer” is
restated in its entirety as follows:




“‘Responsible Officer’: the chief executive officer, president or
chief financial officer of the Borrower, but in any event, with respect to financial
matters, the chief financial officer of the Borrower; provided that the treasurer or
vice president of finance of the Borrower may act as a Responsible Officer with
respect to any Borrowing Notices to be delivered under this Agreement.”




1.3 Amendment to Section 7.16(g). Section 7.16(g) of the Credit Agreement is
restated in its entirety as follows:




“(g) Capital Expenditures associated with the Baton Rouge Project which do not
result in the aggregate Capital Expenditures associated with such Project being in
excess of $375,000,000;”




1.4 Amendment to Section 7.17(d). Section 7.17(d) of the Credit Agreement is
restated in its entirety as follows:




“(d) on and after January 1, 2010 and prior to Commencement of Construction
with respect to the Baton Rouge Project, not make Capital Expenditures for the Baton
Rouge Project in an amount in excess of $100,000,000.”




1.5 Amendment to Schedule 4.15(a). Schedule 4.15(a) is hereby deleted in its
entirety and replaced with Schedule 4.15(a) attached hereto.



Section 2. Representations and Warranties of the Borrower. In order to induce the Required
Lenders to enter into this Amendment, the Borrower represents and warrants to the Lenders that:




2.1 Organizational Power; Authorization; Enforceable Obligations. The Borrower
has the organizational power and authority, and the legal right, to make, deliver and
perform this Amendment and each Subsidiary Guarantor has the organizational power and
authority, and the legal right, to make, deliver and perform the Consent of Guarantors in
the form of Exhibit A attached hereto (the “Consent”). Each Loan Party has
taken all necessary corporate or other action to authorize the execution, delivery, and
performance of this Amendment and the Consent, as applicable, and the performance of the
Loan Documents to which it is a party as modified by this Amendment. This Amendment and the
Consent have each been duly executed and delivered on behalf of each Loan Party that is a
party thereto. This Amendment, the Consent, and the Loan Documents, as amended by this
Amendment, constitute a legal, valid and binding obligation of each Loan Party that is a
party thereto, enforceable against each such Loan Party in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles (whether enforcement is sought by proceedings in equity or at
law).




2.2 No Legal Bar. The execution, delivery and performance of this Amendment,
the Consent and the Loan Documents, as modified by this Amendment, will not violate in any
material respect any Requirement of Law or any Contractual Obligation of the Borrower or any
of its Subsidiaries and will not result in, or require, the creation or imposition of any
Lien on any of their respective properties or revenues pursuant to any Requirement of Law or
any such Contractual Obligation (other than the Liens created by the Security Documents or
permitted thereunder). No Requirement of Law or Contractual Obligation applicable to the
Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse
Effect.


 


2









 






2.3 No Default. After giving effect to this Amendment, no event has occurred,
is continuing, or will result from, the execution and delivery of this Amendment or the
Consent that would constitute a Default or an Event of Default.




2.4 Representations and Warranties. After giving effect to this Amendment,
each of the representations and warranties made by any Loan Party in or pursuant to the Loan
Documents shall be true and correct in all material respects as if made on and as of the
Second Amendment Effective Date.



Section 3. Conditions to Effectiveness of this Amendment. This Amendment, and the consents
and approvals contained herein, shall be effective on the date (such date, the “Second
Amendment Effective Date”) when each of the following conditions has been satisfied:




3.1 Execution of Amendment. The Borrower and the Required Lenders shall have
executed and delivered this Amendment.




3.2 Execution of Subsidiary Guarantor Consent. Each of the Guarantors shall
have executed and delivered the Consent of Guarantors in the form of Exhibit A
attached hereto.




3.3 Representations and Warranties. Each of the representations and warranties
made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all
material respects on and as of the Second Amendment Effective Date as if made on and as of
such date after giving effect to this Amendment.




3.4 No Default. After giving effect to this Amendment and the extension of
credit to be made on such date, if any, and the application of the proceeds of such
extension of credit, no Default or Event of Default shall have occurred and be continuing on
the Second Amendment Effective Date.




3.5 Approvals. All governmental and third party approvals necessary or
advisable in connection with the transactions contemplated by this Amendment and the
amendments to the other Loan Documents, if any, shall have been obtained and be in full
force and effect or otherwise applied for or requested (and the Borrower has no reason to
believe that they will not be obtained in due course), and all applicable waiting periods
shall have expired without any action being taken or threatened by any competent authority
which would restrain, prevent or otherwise impose adverse conditions on the amendments
contemplated hereby.



Section 4. Effect Of Amendment; Ratification. This Amendment is a Loan Document. From and
after the date on which this Amendment becomes effective, all references in the Loan Documents to
the “Credit Agreement” shall mean the Credit Agreement as amended hereby. Except as expressly
amended hereby or waived herein, the Credit Agreement and the other Loan Documents, including the
Liens granted thereunder, shall remain in full force and effect, and all terms and provisions
thereof are hereby ratified and confirmed.



Section 5. Borrower Confirmation. The Borrower confirms that as amended hereby, each of the
Loan Documents is in full force and effect, and that none of the Loan Parties has any defenses,
setoffs or counterclaims to its Obligations.



Section 6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY,
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


3









 





Section 7. No Waiver. Except as expressly set forth herein, the execution, delivery and
effectiveness of this Amendment does not constitute a waiver of any Default or Event of Default,
amend or modify any provision of any Loan Document or constitute a course of dealing or any other
basis for altering the Obligations of any Loan Party.



Section 8. Integration. The Credit Agreement and the other Loan Documents (as amended by this
Amendment) represents the entire agreement of the parties with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties by the
Administrative Agent, the Lead Arranger or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein.



Section 9. Captions. The catchlines and captions herein are intended solely for convenience
of reference and shall not be used to interpret or construe the provisions hereof.



Section 10. Counterparts. This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Delivery of an executed signature page
of this Amendment shall be effective as delivery of a manually executed counterpart hereof. A set
of the copies of this Amendment signed by all the parties shall be lodged with the Administrative
Agent.



[Remainder of page intentionally left blank]



 


4









 





IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment as of the date
set forth above.



BORROWER:




	 	 	 	 	 
	 	PINNACLE ENTERTAINMENT, INC., a Delaware

corporation

 	 
	 	By:  	/s/ Stephen H. Capp
 	 
	 	 	Name:  	Stephen H. Capp 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 



Second Amendment Signature Page



 


 









 







ADMINISTRATIVE AGENT:




	 	 	 	 	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	/s/ Craig J. Malloy
 	 
	 	 	Name:  	Craig J. Malloy 	 
	 	 	Title:  	Director 	 
	 



Second Amendment Signature Page



 


 









 







	 	 	 	 	 
	 	LENDER:



Deutsche Bank Trust Company Americas

 	 
	 	By:  	/s/ Mary Kay Coyle
 	 
	 	 	Name:  	Mary Kay Coyle 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Robert M. Wood, Jr.
 	 
	 	 	Name:  	Robert M. Wood, Jr. 	 
	 	 	Title:  	Director 	 
	 



Second Amendment Signature Page



 


 









 







	 	 	 	 	 
	 	LENDER:



UBS Loan Finance LLC

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director
Banking Products Services, US 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director
Banking Products Services, US 	 
	 



Second Amendment Signature Page



 


 









 







	 	 	 	 	 
	 	LENDER:



JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Marc E. Costantino
 	 
	 	 	Name:  	Marc E. Costantino 	 
	 	 	Title:  	Executive Director 	 
	 



Second Amendment Signature Page




 


 









 







	 	 	 	 	 
	 	LENDER:



Bank of America, N.A.

 	 
	 	By:  	/s/ Brian D. Corum
 	 
	 	 	Name:  	Brian D. Corum 	 
	 	 	Title:  	Senior Vice President 	 
	 



Second Amendment Signature Page



 


 









 







	 	 	 	 	 
	 	LENDER:



Credit Agricole Corporate and Investment Bank

 	 
	 	By:  	/s/ David Bowers
 	 
	 	 	Name:  	David Bowers 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Joseph A. Asciolla
 	 
	 	 	Name:  	Joseph A. Asciolla 	 
	 	 	Title:  	Managing Director 	 
	 



Second Amendment Signature Page



 


 









 







	 	 	 	 	 
	 	LENDER:



Barclays Bank PLC

 	 
	 	By:  	/s/ Craig J. Malloy
 	 
	 	 	Name:  	Craig J. Malloy 	 
	 	 	Title:  	Director 	 
	 



Second Amendment Signature Page



 


 









 







	 	 	 	 	 
	 	LENDER:



Capital One, N.A.

 	 
	 	By:  	/s/ Ross Wales
 	 
	 	 	Name:  	Ross Wales 	 
	 	 	Title:  	Senior Vice President 	 
	 



Second Amendment Signature Page





 


 











 




Schedule 4.15 (a)




List of Subsidiaries (Unrestricted, Restricted and Immaterial)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No.	 	 	 	 	 
	 	 	 	 	 	 	 	 	Shares/Units	 	 	 	 	 
	 	 	 	 	 	 	 	 	Owned by	 	 	 	 	 
	 	 	Jurisdiction of	 	No. Shares/Units	 	 	Borrower or	 	 	 	 	 
	 	 	Organization,	 	Issued &	 	 	Subsidiary of	 	 	 	 	Type of
	Name	 	Type of Entity	 	Outstanding	 	 	Borrower	 	 	Owner	 	Subsidiary1
	ACE Gaming LLC

(uncertificated)

	 	New Jersey LLC
	 	 	100	%	 	 	100	%	 	PNK Development 13,

LLC
	 	U
	AREH MLK LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Biloxi Casino Corp.
	 	U
	AREP Boardwalk Properties LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Biloxi Casino Corp.
	 	U
	Belterra Resort Indiana, LLC
(certificated, elected into
UCC Article 8)

	 	Nevada LLC
	 	970 Voting Units

30 Non-Voting Units
	 	 	1,000 Units
	 	 	Pinnacle
Entertainment, Inc.
	 	R
	BILOXI CASINO CORP.

	 	Mississippi

corporation
	 	 	1,250	 	 	 	1,250	 	 	Casino Magic Corp.
	 	R
	Boomtown, LLC
(certificated, elected into
UCC Article 8)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R
	Brighton Park Maintenance Corp.

	 	New Jersey

corporation
	 	 	100	 	 	 	100	 	 	ACE Gaming, LLC
	 	U
	Casino Magic Corp.

	 	Minnesota

corporation
	 	 	35,000,000	 	 	 	35,000,000	 	 	Pinnacle
Entertainment, Inc.
	 	R
	Casino Magic (Europe), BV

(uncertificated)

	 	Netherlands

corporation
	 	 	40	 	 	 	40	 	 	Casino Magic Corp.
	 	U
	Casino Magic Hellas Management 

Services, SA (uncertificated)

	 	Greece corporation
	 	 	10,000	 	 	 	9,999	 	 	Casino Magic

(Europe), BV
	 	U
	Casino Magic Management
Services Corp.

	 	Minnesota

corporation
	 	 	1,000	 	 	 	1,000	 	 	Casino Magic Corp.
	 	R, I






 




	 	 	 
	1	 	“R” = Restricted; “U” = Unrestricted; “I” = Immaterial.




 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No.	 	 	 	 	 
	 	 	 	 	 	 	 	 	Shares/Units	 	 	 	 	 
	 	 	 	 	 	 	 	 	Owned by	 	 	 	 	 
	 	 	Jurisdiction of	 	No. Shares/Units	 	 	Borrower or	 	 	 	 	 
	 	 	Organization,	 	Issued &	 	 	Subsidiary of	 	 	 	 	Type of
	Name	 	Type of Entity	 	Outstanding	 	 	Borrower	 	 	Owner	 	Subsidiary1
	Casino Magic Neuquen, SA

(uncertificated)

	 	Argentina
	 	 	3,917,000	 	 	 	3,917,000	 	 	Casino Magic Corp.
(3,799,490 shares)
and Casino Magic
Management Services
Corp. (117,510
shares)
	 	U
	Casino One Corporation

	 	Mississippi

corporation
	 	 	100	 	 	 	100	 	 	Casino Magic Corp.
	 	R
	Double Bogey, LLC

(uncertificated)

	 	Texas LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	Landing Condominium, LLC

(uncertificated)

	 	Missouri LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	U
	Louisiana-I Gaming, a 

Louisiana Partnership in 

Commendam

(uncertificated)

	 	Louisiana

partnership in

Commendam
	 	 	—	 	 	 	—	 	 	Boomtown, LLC
(5% General
Partnership
Interest and
90% Limited
Partnership
Interest) 


Pinnacle
Entertainment, Inc.
(5% Limited
Partnership
Interest)
	 	R
	Mitre Associates LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	PNK Development 13,

LLC
	 	U
	OGLE HAUS, LLC (uncertificated)

	 	Indiana LLC
	 	 	100	%	 	 	100	%	 	Belterra Resort

Indiana, LLC
	 	R
	Pinnacle Design &
Construction, LLC
(uncertificated)

	 	Nevada LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK (Baton Rouge) Partnership

(uncertificated)

	 	Louisiana

partnership
	 	 	100	%	 	 	100	%	 	PNK Development 8,

LLC (1%)



PNK Development 9,

LLC (99%)
	 	R
	PNK (BOSSIER CITY), Inc.

	 	Louisiana

corporation
	 	 	100	 	 	 	100	 	 	Casino Magic Corp.
	 	R
	PNK (CHILE 1), LLC
(certificated, did not elect
into UCC Article 8)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R





 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No.	 	 	 	 	 
	 	 	 	 	 	 	 	 	Shares/Units	 	 	 	 	 
	 	 	 	 	 	 	 	 	Owned by	 	 	 	 	 
	 	 	Jurisdiction of	 	No. Shares/Units	 	 	Borrower or	 	 	 	 	 
	 	 	Organization,	 	Issued &	 	 	Subsidiary of	 	 	 	 	Type of
	Name	 	Type of Entity	 	Outstanding	 	 	Borrower	 	 	Owner	 	Subsidiary1
	PNK (CHILE 2), LLC
(certificated, did not elect
into UCC Article 8)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R
	PNK Development 1, Inc.

	 	Delaware corporation
	 	 	1,000	 	 	 	1,000	 	 	Pinnacle
Entertainment, Inc.
	 	U
	PNK Development 2, Inc.

	 	Delaware corporation
	 	 	1,000	 	 	 	1,000	 	 	Pinnacle
Entertainment, Inc.
	 	U
	PNK Development 3, Inc.

	 	Delaware corporation
	 	 	1,000	 	 	 	1,000	 	 	Pinnacle
Entertainment, Inc.
	 	U
	PNK Development 4, Inc.

	 	Delaware corporation
	 	 	1,000	 	 	 	1,000	 	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 5, Inc.

	 	Delaware corporation
	 	 	1,000	 	 	 	1,000	 	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 6, Inc.

	 	Delaware corporation
	 	 	1,000	 	 	 	1,000	 	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 7, LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R
	PNK Development 8, LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R
	PNK Development 9, LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R
	PNK Development 10, LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	U
	PNK Development 11, LLC

(uncertificated)

	 	Nevada LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	U
	PNK Development 12, LLC

(uncertificated)

	 	Nevada LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 13, LLC

(uncertificated)

	 	New Jersey LLC
	 	 	100	%	 	 	100	%	 	Biloxi Casino Corp.
	 	U
	PNK Development 15, LLC

(uncertificated)

	 	Pennsylvania LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I





 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No.	 	 	 	 	 
	 	 	 	 	 	 	 	 	Shares/Units	 	 	 	 	 
	 	 	 	 	 	 	 	 	Owned by	 	 	 	 	 
	 	 	Jurisdiction of	 	No. Shares/Units	 	 	Borrower or	 	 	 	 	 
	 	 	Organization,	 	Issued &	 	 	Subsidiary of	 	 	 	 	Type of
	Name	 	Type of Entity	 	Outstanding	 	 	Borrower	 	 	Owner	 	Subsidiary1
	PNK Development 16, LLC

(uncertificated)

	 	Indiana LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 17, LLC

(uncertificated)

	 	Nevada LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	U
	PNK Development 18, LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	PNK Development 11, LLC
	 	U
	PNK Development 19, LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 20, LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 21, LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 22, LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 23, LLC

(uncertificated)

	 	Nevada LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 24, LLC

(uncertificated)

	 	Nevada LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 25, LLC

(uncertificated)

	 	Nevada LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 26, LLC

(uncertificated)

	 	Nevada LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 27, LLC

(uncertificated)

	 	Nevada LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R, I
	PNK Development 28, LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	PNK Development 11, LLC
	 	U
	PNK (ES), LLC
(certificated, did not elect
into UCC Article 8)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R
	PNK (EXUMA), LIMITED
(certificated, did not elect
into UCC Article 8)

	 	Bahamas corporation
	 	 	5,000	 	 	 	4,999	 	 	Pinnacle
Entertainment, Inc.
	 	U





 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No.	 	 	 	 	 
	 	 	 	 	 	 	 	 	Shares/Units	 	 	 	 	 
	 	 	 	 	 	 	 	 	Owned by	 	 	 	 	 
	 	 	Jurisdiction of	 	No. Shares/Units	 	 	Borrower or	 	 	 	 	 
	 	 	Organization,	 	Issued &	 	 	Subsidiary of	 	 	 	 	Type of
	Name	 	Type of Entity	 	Outstanding	 	 	Borrower	 	 	Owner	 	Subsidiary1
	PNK (Kansas), LLC

(uncertificated)

	 	Kansas LLC
	 	 	100	%	 	 	100	%	 	PNK Development 17,
LLC
	 	U
	PNK (LAKE CHARLES), L.L.C.
(uncertificated)

	 	Louisiana LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R
	PNK (Reno), LLC
(certificated, elected into
UCC Article 8)

	 	Nevada LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R
	PNK (River City), LLC

(uncertificated)

	 	Missouri LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R
	PNK (SCB), L.L.C.

	 	Louisiana LLC
	 	 	100	%	 	 	100	%	 	PNK Development 7,
LLC
	 	R
	PNK Scholarship Trust

	 	Nevada Trust
	 	 	100	%	 	 	100	%	 	A Scholarship Trust
established by
Pinnacle
Entertainment, Inc.
	 	N/A
	PNK (ST. LOUIS RE), LLC
(certificated, did not elect
into UCC Article 8)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R
	PNK (STLH), LLC
(certificated, did not elect
into UCC Article 8)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R
	Port St. Louis Condominium,
LLC (uncertificated)

	 	Missouri LLC
	 	 	100	%	 	 	50	%	 	Landing

Condominium, LLC
	 	U
	President Riverboat
Casino-Missouri, Inc.

	 	Missouri corporation
	 	 	1,000	 	 	 	1,000	 	 	Pinnacle
Entertainment, Inc.
	 	R
	PSW Properties LLC

(uncertificated)

	 	Delaware LLC
	 	 	100	%	 	 	100	%	 	Biloxi Casino Corp.
	 	U
	Realty Investment Group, Inc.

	 	Delaware corporation
	 	 	1,000	 	 	 	1,000	 	 	Pinnacle
Entertainment, Inc.
	 	U
	Riverside Community
Improvement District, Inc.

	 	Missouri non-profit

corporation
	 	 	—	 	 	 	—	 	 	Non-Profit
Corporation formed
by Pinnacle
Entertainment, Inc.
	 	N/A
	St. Louis Casino Corp.

	 	Missouri corporation
	 	 	1,000	 	 	 	1,000	 	 	Casino Magic Corp.
	 	R
	Yankton Investments, LLC

	 	Nevada LLC
	 	 	100	%	 	 	100	%	 	Pinnacle
Entertainment, Inc.
	 	R







 


 











 




Exhibit A




CONSENT OF GUARANTORS




Each of the undersigned is a Guarantor of the Obligations of the Borrower under the Credit
Agreement and hereby (a) consents to the foregoing Amendment, (b) acknowledges that notwithstanding
the execution and delivery of the foregoing Amendment, the obligations of each of the undersigned
Guarantors are not impaired or affected and the Guaranties continue in full force and effect and
(c) ratifies its Guaranty and each of the Loan Documents to which it is a party.


 


 









 





IN WITNESS WHEREOF, each of the undersigned has executed and delivered this CONSENT OF
GUARANTORS as of the 28 day of October, 2010.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BILOXI CASINO CORP., a Mississippi corporation	 	 
	 	 	CASINO MAGIC CORP., a Minnesota corporation	 	 
	 	 	ST. LOUIS CASINO CORP., a Missouri corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CASINO ONE CORPORATION,	 	 
	 	 	a Mississippi corporation	 	 
	 	 	PNK (BOSSIER CITY), INC., a Louisiana corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	Title:	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BELTERRA RESORT INDIANA, LLC, a Nevada limited	 	 
	 	 	        liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc., its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President and
Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BOOMTOWN, LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc., its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President and 
Chief Financial Officer	 	 






Consent of Guarantors to Second Amendment



 


 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (ES), LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc., its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President and 
Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (ST. LOUIS RE), LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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 1), LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc, its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President and 
Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	YANKTON INVESTMENTS, LLC, a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ John A. Godfrey	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	John A. Godfrey	 	 
	 	 	 	 	 	 	Title:	 	Manager	 	 






Consent of Guarantors to Second Amendment




 


 











 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	OGLE HAUS, LLC, an Indiana limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Belterra Resort Indiana, LLC, its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Pinnacle Entertainment, Inc., its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (LAKE CHARLES), L.L.C., a Louisiana limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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, a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc., its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 





Consent of Guarantors to Second Amendment




 














 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (BATON ROUGE) PARTNERSHIP, a Louisiana 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 Development 7, LLC, a Delaware limited liability company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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, a Delaware limited liability company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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, a Delaware limited liability company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	By:	 	Pinnacle Entertainment, Inc., its sole member	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Name:	 	Stephen H. Capp
	 	 	 	 	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer




Consent of Guarantors to Second Amendment



 












 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (SCB), L.L.C., a Louisiana limited liability company
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	PNK Development 7, LLC, its sole member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Pinnacle Entertainment, Inc., its sole member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp
	 

	 	 	 	 	 	 	 	 	 	Title:
	 	 Executive Vice President and Chief Financial Officer






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (STLH), LLC, a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc., its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President and Chief Financial Officer
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	President Riverboat Casino-Missouri, Inc., a Missouri corporation
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp
	 

	 	 	 	 	 	 	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (River City), LLC, a Missouri limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc., its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Stephen H. Capp
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President and Chief Financial Officer






Consent of Guarantors to Second Amendment