EX-10.1



 Exhibit 10.1 

Execution Copy  
  

			
	 JPMORGAN CHASE BANK, N.A.

J.P. MORGAN SECURITIES LLC

383 Madison Avenue
 New
York, New York 10179
	 	 BANK OF AMERICA, N.A.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

One Bryant Park
 New York,
NY 10036

		
	 GOLDMAN SACHS BANK USA

200 West Street
 New York,
New York 10282-2198
	 	 FIFTH THIRD BANK

Fifth Third Center
 38
Fountain Square Plaza
 Cincinnati, OH 45263

		
	 U.S. BANK NATIONAL ASSOCIATION

2300 W. Sahara Ave, Suite 600

Las Vegas, NV 89102
	 	 CREDIT AGRICOLE CORPORATE AND

INVESTMENT BANK
 1301
Avenue of the Americas
 New York, NY 10010

		
	 DEUTSCHE BANK AG NEW YORK BRANCH

DEUTSCHE BANK SECURITIES INC.

60 Wall Street
 New York,
New York 10005
	 	 WELLS FARGO BANK, NATIONAL ASSOCIATION

WELLS FARGO SECURITIES, LLC

550 California Street, 12th Floor

San Francisco, California 94104


 November 17, 2015 

Pinnacle Entertainment, Inc. 

3980 Howard Hughes Parkway 
 Las
Vegas, NV 89169 
 Attn:  Carlos A. Ruisanchez 

Project Noble 

Commitment Letter 

Ladies and Gentlemen: 

You have advised JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities LLC
(“JPMS” and, together with JPMCB, “JPMorgan”), Bank of America, N.A. (“BANA”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its designated
affiliates, “MLPF&S” and, together with BANA, “Bank of America”), Goldman Sachs Bank USA (or Goldman Sachs Lending Partners LLC as its designated affiliate) (“Goldman
Sachs”), Fifth Third Bank (“Fifth Third”), U.S. Bank National Association (“U.S. Bank”), Credit Agricole Corporate and Investment Bank (“Credit Agricole”), Deutsche
Bank AG New York Branch (“DBNY”), Deutsche Bank Securities Inc. (“DBSI” and, together with DBNY, “Deutsche Bank”), Wells Fargo Bank, National Association
(“WFB”), and Wells Fargo Securities, LLC (“WFS” and, together with WFB, “Wells Fargo”) (JPMorgan, Bank of America, Goldman Sachs, Fifth Third, U.S. Bank, Credit Agricole,
Deutsche Bank and Wells Fargo are referred to collectively herein as, the “Commitment Parties” or “us”), that SpinCo seeks financing in connection with the Transactions described in the Transaction
Description attached hereto as Annex III (the “Transaction Description”). Capitalized terms used herein and defined in the Annexes hereto shall have the meanings set forth in such Annexes. We understand that the
financing required by the Borrower in connection with the Transactions consists of: 







 (a)       a five-year senior secured term loan
A facility (the “Term Loan A Facility”) in an aggregate principal amount of $185 million; 

(b)       a seven-year senior secured term loan B facility (the “Term Loan B
Facility”; the Term Loan B Facility and the Term Loan A Facility are referred to collectively as the “Term Loan Facilities”) in an aggregate principal amount of $350 million; provided that the Borrower may
elect to increase or decrease the amount of the Term Loan B Facility by up to $125 million as set forth in clause (vi) of Annex II hereto; provided further, that the tenor of the Term Loan B Facility may be reduced to six years at
the option of the Borrower; 
 (c)       a five-year senior secured revolving credit
facility in an aggregate principal amount of $400 million (the “Revolving Credit Facility”; the Revolving Credit Facility and the Term Loan Facilities are referred to collectively as the “Facilities”
and the Revolving Credit Facility and the Term Loan A Facility are referred to collectively as the “Committed Facilities”); and 

(d)       senior unsecured notes (the “Senior Unsecured Notes”) in
an aggregate principal amount of $300 million; provided that the Borrower may elect to increase or decrease the amount of Senior Unsecured Notes by up to $125 million as set forth in clause (vi) of Annex II hereto. 

1.        Commitments.  

(a)       The Facilities 

(i)        Each Commitment Party set forth in the table below agrees that it will be a
Lender (as defined below) under the Facilities (in their capacity as Lenders under the Facilities, the “Initial Lenders”) and severally commits to provide the principal amount of the Term Loan A Facility and the principal
amount of the Revolving Credit Facility set forth opposite its name in such table, all upon and subject to the terms and conditions set forth in this Commitment Letter and in Annex I (it being understood that pricing and prepayment premiums
applicable to the Term Loan B Facility may be modified as agreed by you in connection with the marketing of the Term Loan B Facility) (the “Summary of Terms”): 

 

					
	
Commitment Party
  
	 	Term A Loan Facility	 	Revolving Credit Facility
	 JPMCB

 
	 	$25,299,145.28	 	$54,700,854.72
	 BANA

 
	 	$25,299,145.30	 	$54,700,854.70
	 Goldman
Sachs
  
	 	$25,299,145.30	 	$54,700,854.70
	 Fifth
Third
  
	 	$23,717,948.72	 	$51,282,051.28
	 U.S.
Bank
  
	 	$23,717,948.72	 	$51,282,051.28
	 Credit
Agricole
  
	 	$20,555,555.56	 	$44,444,444.44
	 DBNY

 
	 	$20,555,555.56	 	$44,444,444.44
	 WFB

 
	 	$20,555,555.56	 	$44,444,444.44

 (ii)       JPMCB agrees to act as sole administrative agent
for the Facilities (in such capacity, the “Administrative Agent”); 

  
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 (iii)      each of JPMS, MLPF&S, Goldman Sachs,
Fifth Third, U.S. Bank, Credit Agricole, DBSI and WFS is also pleased to advise you of its willingness to act, and you hereby engage JPMS, MLPF&S, Goldman Sachs, Fifth Third, U.S. Bank, Credit Agricole, DBSI and WFS to act, as joint lead
arrangers, joint bookrunning managers and co-documentation agents for the Facilities (in such capacity, the “Lead Arrangers”). In connection therewith, the Lead Arrangers may syndicate the Facilities to lenders approved by
you (such approval not to be unreasonably withheld) (such lenders, including the Initial Lenders, the “Lenders”) (it being understood and agreed that the Lead Arrangers will not syndicate to any (a) banks, financial
institutions, other institutions or persons identified in writing to the Lead Arrangers by the Borrower on or prior to the date hereof as a disqualified lender, (b) competitors, suppliers or customers of the Borrower or any of its subsidiaries
identified in writing to the Lead Arrangers by the Borrower from time to time (other than bona fide fixed income investors or debt funds), (c) any affiliate of such person identified pursuant to clause (a) that is clearly identifiable by
name or identified in writing to the Lead Arrangers by the Borrower from time to time or (d) any affiliate of such person identified pursuant to clause (b) that is clearly identifiable by name or identified in writing to the Lead Arrangers
by the Borrower from time to time (other than such bona fide fixed income investors or debt funds) (clauses (a), (b), (c) and (d), collectively, the “Disqualified Lenders”); provided, that the foregoing shall not
apply retroactively to disqualify any parties that have previously been allocated a portion of the Facilities or acquired an assignment or participation interest in the Facilities to the extent such party was not a Disqualified Lender at the time of
the applicable allocation, assignment or participation, as the case may be; provided, further, that the Administrative Agent (in its capacity as such) shall not (x) be obligated to ascertain, monitor or inquire as to whether any
lender is a Disqualified Lender or (y) have any liability with respect to any assignment of the Facilities to any Disqualified Lender). 

You agree that JPMS will have “left” placement, MLPF&S will appear immediately to the right of JPMS, Goldman Sachs will appear
immediately to the right of MLPF&S, Fifth Third will appear immediately to the right of Goldman Sachs, U.S. Bank will appear immediately to the right of Fifth Third, Credit Agricole will appear immediately to the right of U.S. Bank, DBSI will
appear immediately to the right of Credit Agricole and WFS will appear immediately to the right of DBSI, in any and all marketing materials or other documentation used in connection with the Facilities or other documentation used in connection with
the Facilities. JPMS shall have physical control of the books and will perform the roles customary for a “left lead” arranger for the Facilities. You further agree that no other titles will be awarded (other than that expressly
contemplated by this Commitment Letter) in connection with the Facilities unless you and we shall so agree. 

(b)        Term Loan B Facility.   The Lead Arrangers shall use
their commercially reasonable efforts to syndicate the Term Loan B Facility and secure commitments for the Term Loan B Facility from a syndicate of banks, financial institutions and other entities identified by the Lead Arrangers in consultation
with you and reasonably acceptable to you (your consent not to be unreasonably withheld or delayed) (such banks, financial institutions and other entities committing to the Term Loan B Facility, the “Term Loan B Lenders”)
upon the terms and subject to the conditions set forth in this Commitment Letter; provided that we are not to syndicate the Term Loan B Facility to, or secure commitments with respect to the Term Loan B Facility from, Disqualified Lenders;
provided, however, that the foregoing shall not apply retroactively to disqualify any parties that have previously been allocated a portion of the Term Loan B Facility or acquired an assignment or participation interest in the Term Loan B
Facility to the extent such party was not a Disqualified Lender at the time of the applicable allocation, assignment or participation, as the case may be; and provided, further, that the Administrative Agent (in its capacity as such)
shall not (x) be obligated to ascertain, monitor or inquire as to whether any lender is a Disqualified Lender or (y) have any liability with respect to any assignment of the Term Loan B Facility to any Disqualified Lender). 

  
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 (c)       Conditions
Precedent.   The commitments of the Initial Lenders in respect of the Term Loan A Facility and the Revolving Credit Facility and the undertaking of the Lead Arrangers to provide the services described herein are subject solely to
the satisfaction of each of the conditions precedent set forth in Section 5 herein and in Annex II hereto. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Summary of
Terms. 
 (d)       Alternative Commitments.  Notwithstanding the
foregoing or any other provision herein or in the Existing Letters (as defined below) to the contrary, the parties hereto acknowledge that the commitments provided in this Commitment Letter (the “Takeout Commitments”) and the
commitments provided in the Existing Commitment Letter (as defined below) (the “Bridge Commitments” and, together with the Takeout Commitments, the “Commitments”) are alternative Commitments and
(x) that if the Takeout Commitments are funded, the Bridge Commitments will not be funded and will terminate upon the initial funding of the Takeout Commitments and (y) that if the Bridge Commitments are funded, the Takeout Commitments
will not be funded and will terminate upon the initial funding of the Bridge Commitments. In no event shall any Commitment Party be required to fund (i) Takeout Commitments if Bridge Commitments are funded or (ii) Bridge Commitments if
Takeout Commitments are funded. 

2.        Syndication.   If reasonably requested by JPMS, you
agree to actively assist JPMS in achieving a syndication of the Term Loan A Facility and the Revolving Credit Facility that is reasonably satisfactory to JPMS. Further, the Lead Arrangers in consultation with you intend to commence syndication of
the Term Loan B Facility after your acceptance of the terms of this Commitment Letter and the Fee Letter. You agree, until the Closing Date, to use commercially reasonable efforts to assist the Lead Arrangers in achieving a syndication of the Term
Loan B Facility that is reasonably satisfactory to the Lead Arrangers and you. Such assistance shall include (a) your providing and causing your advisors to provide the Lead Arrangers and the Lenders upon request with all information reasonably
deemed necessary by JPMS to complete such syndication, including, but not limited to, information prepared by you and your advisors, or on your behalf, relating to the Spin-Off (including the Projections (as defined below)); (b) assisting in
the preparation of materials reasonably requested by JPMS to be used in connection with the syndication of the Facilities, which assistance shall include, assisting in the preparation of an information memorandum following the date hereof with
respect to the Facilities in form and substance customary for transactions of this type (collectively with the Summary of Terms and any additional summary of terms prepared for distribution to Public Lenders (as defined below), the
“Information Materials”); (c) your using commercially reasonable efforts to obtain, prior to commencement of syndication, monitored public corporate credit or family ratings of the Borrower after giving effect to the
Transactions and ratings of the Facilities, in each case, from Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
(“S&P”) (collectively, the “Ratings”); (d) until the Closing Date, you shall not have syndicated or issued, or announced or authorized the announcement of the syndication or issuance of, any
debt securities or syndicated credit facilities of the Borrower or any of its subsidiaries (other than the Facilities, the debt facilities contemplated by the Existing Letters and the Senior Unsecured Notes) without the prior written consent of
JPMS; and (e) your otherwise assisting the Lead Arrangers in their syndication efforts by making your officers available from time to time during business hours and upon reasonable advance notice, to make presentations regarding the business
and prospects of the Borrower and its subsidiaries and the Transaction on teleconferences or at a meeting of prospective Lenders. 

Notwithstanding the right of the Lead Arrangers to syndicate the Facilities and the right of the Commitment Parties to receive
commitments with respect thereto, syndication of, or receipt of commitments or participations in respect of, all or any portion of commitments under the Committed Facilities of the Commitment Parties prior to the Closing Date shall not be a
condition to the commitments of the Commitment Parties or the funding thereof. In addition, your compliance with the 

  
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preceding paragraph shall not be a condition to the commitments of the Commitment Parties or the funding thereof. 

It is understood and agreed that the Lead Arrangers will manage and control all aspects of the syndication of the Facilities
in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders; provided
that decisions as to the selection of Lenders shall be subject to your approval (not to be unreasonably withheld). It is also understood and agreed that the amount and distribution of the fees among the Lenders will be at the sole and absolute
discretion of the Lead Arrangers. 
 It is acknowledged and agreed that (a) (i) no Disqualified Lender may become
a Lender or have any commitment or right with respect to any loan under the Facilities or participate or receive any materials or information relating to any syndication of the Facilities and (ii) no Disqualified Lender may have a participation
interest in the Facilities and (b) notwithstanding the Lead Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto, (i) the Initial Lenders shall not be relieved, released or novated from their
respective obligations hereunder (including their respective obligation to fund the Committed Facilities on the date of the Spin-Off subject to the conditions precedent set forth herein) in connection with any syndication, assignment or
participation of the Committed Facilities (other than in the case of any assignment by Goldman Sachs Bank USA to Goldman Sachs Lending Partners LLC as its designated affiliate), including its commitments in respect thereof, until after the initial
funding under the Committed Facilities has occurred, (ii) no assignment or novation shall become effective (as between you and the Initial Lenders) with respect to all or any portion of the Initial Lenders’ commitments in respect of the
Committed Facilities until the initial funding of the Committed Facilities has occurred, (iii) any assignment or participation will also be subject to the provisions of the Summary of Terms applicable hereto and (iv) unless you otherwise
agree in writing, the Initial Lenders shall retain exclusive control over all rights and obligations with respect to their respective commitments in respect of the Committed Facilities, including all rights with respect to consents, modifications,
supplements, waivers and amendments, until the initial funding under the Committed Facilities has occurred. 

3.        Information Requirements.   You hereby represent and
warrant that (a) all written information, other than the Projections, other forward-looking information and information of a general economic or general industry nature, that has been or is hereafter made available to the Lead Arrangers or any
of the Lenders by or on behalf of you or any of your subsidiaries or your and their respective representatives (or on your or their behalf) relating to the Borrower and its subsidiaries in connection with any aspect of the Financing and Spin-Off
Transactions (the “Information”) is and will be, when taken as a whole and giving effect to all supplements thereto, complete and correct in all material respects and does not and will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading and (b) all financial projections concerning the Borrower and its subsidiaries that have been or are hereafter made
available to the Lead Arrangers or any of the Lenders by or on behalf of you or any of your representatives in connection with the Financing and Spin-Off Transactions (the “Projections”) have been or will be prepared in good
faith based upon assumptions that are believed by you to be reasonable at the time made and at the time such Projections are made available to the Lead Arrangers (it being understood and agreed that financial projections are not a guarantee of
financial performance and actual results may differ from financial projections and such differences may be material). You agree that if at any time prior to the Closing Date any of the representations in the preceding sentence would be incorrect in
any material respect if the Information, and the Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented, the Information and the Projections so that
such representations will be correct in all material respects at such 

  
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time. In issuing this commitment, the Commitment Parties are and will be using and relying on the Information and the Projections without independent verification thereof. 

You acknowledge that (a) the Lead Arrangers on your behalf will make available certain Information and Projections to the
Lenders by posting the Information on IntraLinks or another similar electronic system and (b) certain prospective Lenders (such Lenders, “Public Lenders”; all other Lenders, “Private Lenders”) may
have personnel that do not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to Pinnacle, the Borrower and their respective subsidiaries or
their respective affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such entities’ securities. If reasonably requested, you will assist us
in preparing an additional version of the Information not containing MNPI (the “Public Information Materials”) to be distributed to prospective Public Lenders. 

Before distribution of any Information (a) to prospective Private Lenders, you shall provide us with a customary letter
in form and substance reasonably satisfactory to both you and us authorizing the dissemination of the Information and (b) to prospective Public Lenders, you shall provide us with a customary letter in form and substance reasonably satisfactory
to both you and us authorizing the dissemination of the Public Information Materials and containing a representation as to the absence of MNPI therefrom, in each case, exculpating you and the Commitment Parties and their respective affiliates with
respect to liability related to the use of the contents of the Information by the recipients thereof (provided that such exculpation shall not release you from your indemnity obligations hereunder). In addition, at the request of the Commitment
Parties, you shall identify Public Information Materials by clearly and conspicuously marking the same as “PUBLIC”. To the extent any Information is not so marked “PUBLIC”, the Commitment Parties are authorized by you to treat
such Information as if it contained MNPI. 
 Notwithstanding the foregoing, you agree that the Lead Arrangers on your behalf
may distribute the following documents to all prospective Lenders regardless of whether marked “PUBLIC”, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distributions
that such material should only be distributed to prospective Private Lenders (and the Lead Arrangers shall provide such documents to you for review in a reasonable period of time prior to distribution): (a) administrative materials for
prospective Lenders such as lender meeting invitations and funding and closing memoranda, (b) notifications of changes to the terms of the Facilities, (c) customary marketing term sheets related to the Facilities and (d) drafts and
final versions of definitive documents with respect to the Facilities. If you advise us that any of the foregoing items should be distributed only to Private Lenders, then the Lead Arrangers will not distribute such materials to Public Lenders
without further discussions with you. 
 4.        Fees and Indemnities.
 
 (a)       You agree to pay the fees set forth in the separate fee letter
addressed to you dated the date hereof from the Commitment Parties (the “Fee Letter”), to the extent due. You also agree, whether or not the Closing Date occurs, to reimburse the Commitment Parties from time to time on demand
for all reasonable and documented out-of-pocket fees and expenses (including, but not limited to, the reasonable and documented fees, disbursements and other charges of one primary external counsel to the Lead Arrangers, the Administrative Agents
and the Lenders, taken as a whole, under the Facilities, and one special gaming and local counsel to the Lenders retained by the Lead Arrangers in each relevant jurisdiction, and due diligence expenses) in connection with the Facilities, the
preparation of the Facilities Documentation (as defined below) therefor and the other transactions contemplated hereby. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other


  
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accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto. 

(b)       You also agree to indemnify and hold harmless each of the Commitment Parties and
each of their respective affiliates, successors and assigns and the respective officers, directors, employees, agents, advisors and other representatives of each of the foregoing (each, an “Indemnified Party”) from and
against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable and documented fees, disbursements and other charges of one
primary external counsel for all Indemnified Parties, taken as a whole, and if reasonably necessary, a single special gaming and local counsel for all Indemnified Parties, taken as a whole, in each relevant jurisdiction (which may be a single local
counsel acting in multiple jurisdictions) or, solely in the case of an actual or perceived conflict of interest between Indemnified Parties where the Indemnified Parties affected by such conflict inform you of such conflict, one additional primary
external counsel and one additional special gaming and local counsel in each relevant jurisdiction to each group of similarly situated affected Indemnified Parties) that may be incurred by or asserted or awarded against any Indemnified Party, in
each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) any aspect of the
Transactions or any related transaction (except to the extent arising directly out of such Indemnified Party’s or its affiliates’ provision of a lending commitment or any other financing or other advisory services to GLPI in connection
with the Transactions or any related transaction) or (ii) the Facilities or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from (x) such Indemnified Party’s gross negligence, bad faith, or willful misconduct or the gross negligence, bad faith or willful misconduct of such Indemnified Party’s
controlled affiliates or any of its or their directors, officers, employees or principals (each a “Related Party”), (y) a material breach of this Commitment Letter or the Fee Letter by such Indemnified Party or its
Related Parties or (z) any dispute among Indemnified Parties or Lenders or their Related Parties other than any claims (A) arising out of any act or omission of you or any of your subsidiaries or (B) against a Commitment Party in its
capacity as an agent, arranger or bookrunner or similar capacity. In the case of any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) to which the indemnity in this paragraph applies, such
indemnity shall be effective whether or not such Proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the
Transactions is consummated. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic
telecommunications or other information transmission systems, other than for direct, actual damages resulting from the gross negligence, bad faith, or willful misconduct, or material breach of such Indemnified Party or Related Party as determined by
a final, non-appealable judgment of a court of competent jurisdiction. You shall not, without the prior written consent of an Indemnified Party, effect any settlement of any pending or threatened Proceeding against an Indemnified Party in respect of
which indemnity could have been sought hereunder by such Indemnified Party unless (i) such settlement includes an unconditional release of such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and
(ii) does not include any statement as to any admission by such Indemnified Party. None of you, the Commitment Parties, the Borrower or any Indemnified Party shall be liable for any indirect, special, punitive or consequential damages in
connection with this Commitment Letter or the Fee Letter; provided that nothing contained in this sentence shall limit your indemnity and reimbursement obligations set forth above. 

5.        Conditions to Financing.   The commitment of the
Lenders in respect of the Committed Facilities and the undertaking of the Lead Arrangers to provide the services described herein, 

  
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in each case, are subject only to the satisfaction of each of the conditions set forth in this Section 5 and in Annex II hereto and are subject to the execution and delivery by the
Borrower and the other Loan Parties of definitive documentation with respect to the Facilities consistent with this Commitment Letter, the Fee Letter and the Documentation Principles (as defined below) (the “Facilities
Documentation”) (it being agreed that (x) the Facilities Documentation shall not contain any conditions precedent to the initial borrowing under the Facilities on the Closing Date other than the conditions precedent expressly set
forth herein and in Annex II hereto and (y) there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment Letter, the Fee Letter and the Facilities Documentation) other
than as set forth herein and in Annex II and upon satisfaction (or waiver by the Lead Arrangers) of such conditions, the initial funding under the Facilities shall occur). 

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation or any other agreement or
other undertaking concerning the financing of the Financing and Spin-Off Transactions to the contrary, (a) the only representations the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be
the Specified Representations (as defined below); and (b) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the conditions set forth in this
Section 5 and in Annex II hereto are satisfied. For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and its material subsidiaries relating to organizational
status and good standing, organizational power and authority to enter into the Facilities Documentation, due authorization, execution, delivery and enforceability of the Facilities Documentation, no conflicts with charter documents, solvency of the
Borrower and its subsidiaries on a consolidated basis, after giving effect to the Financing Transactions and the Spin-Off (and defined in a manner consistent with the Solvency Certificate attached as Exhibit A hereto), Federal Reserve margin
regulations, the Investment Company Act, use of proceeds of the Facilities on the Closing Date, no violation of the Foreign Corrupt Practices Act, the Patriot Act or OFAC, and the creation, validity, priority (subject to permitted liens) and
perfection of the security interests granted in the intended collateral (it being understood that to the extent any security interest in the intended collateral (other than any collateral the security interest in which may be perfected by the filing
of a UCC financing statement, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office or the delivery of certificates of domestic wholly-owned subsidiaries evidencing
equity interests in such domestic wholly-owned subsidiaries) is not provided on the Closing Date, as applicable, after your use of commercially reasonable efforts to do so (and in any event, no real property, vessel or barge collateral shall be
required to be granted until 120 days following the Closing Date), then the perfection of such security interest(s) shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be
delivered after the Closing Date pursuant to arrangements to be mutually agreed by the Borrower and the Commitment Parties acting reasonably). 

6.        Confidentiality and Other Obligations.  This Commitment
Letter and the Fee Letter and the contents hereof and thereof are confidential and, may not be disclosed in whole or in part to any person or entity without our prior written consent except (i) on a confidential basis to your and the
Borrower’s accountants, officers, directors, employees, attorneys, agents and other professional advisors and representatives in connection with the Transactions, (ii) pursuant to a subpoena or order of any court or administrative agency
in any legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process (in which case you agree to inform the Commitment Parties promptly thereof to the extent practicable or
not prohibited by law), (iii) this Commitment Letter and the Fee Letter (redacted in a manner reasonably satisfactory to the Lead Arrangers to exclude fee amounts) may be disclosed on a confidential basis to GLPI and the board of directors and
advisors of GLPI in connection with their consideration of the Transactions, (iv) this Commitment Letter (but not the Fee Letter) and its contents may be disclosed in any proxy or other public filing relating to the Transactions, (v) you
may disclose this Commitment Letter (but not the Fee Letter), 

  
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and the contents hereof, to potential Lenders and their affiliates, equity investors and to rating agencies in connection with the Facilities and/or any potential Senior Unsecured Notes issuance,
(vi) you may disclose this Commitment Letter (but not the Fee Letter) in filings with the Securities and Exchange Commission and other applicable regulatory authorities and filings with applicable stock exchanges, (vii) you may disclose
the fees contained in the Fee Letter as part of a generic disclosure of aggregate sources and uses related to fee amounts to the extent customary or required in marketing materials, materials for ratings agencies, any proxy or other public filing or
any prospectus or other offering memorandum or other marketing materials related to the Facilities and/or any potential Senior Unsecured Notes issuance, (viii) to enforce this Commitment Letter or the Fee Letter and (ix) to gaming
regulatory authorities in connection with their review of the Transactions. 
 The Commitment Parties shall use all
confidential information provided to them by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and otherwise in connection with the Financing Transactions and shall treat
confidentially all such information; provided, however, that nothing herein shall prevent the Commitment Parties from disclosing any such information (i) pursuant to a subpoena or order of any court or administrative agency or in
any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process (in which case the applicable Commitment Party agrees to inform you promptly thereof only to the
extent practicable and permitted by law and other than in the case of ordinary course audits or examinations), (ii) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their
respective affiliates, (iii) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this Commitment Letter by the Commitment Parties, (iv) to the Commitment Parties’
affiliates, employees, legal counsel, independent auditors and other experts or agents (collectively, “Representatives”) who need to know such information in connection with the Financing Transactions and are informed of the
confidential nature of such information, (v) for purposes of establishing a “due diligence” defense or to enforce this Commitment Letter or the Fee Letter, (vi) to the extent that such information is received by the Commitment
Parties or their Representatives from a third party that is not to the Commitment Parties’ knowledge subject to confidentiality obligations to you, (vii) to the extent that such information is independently developed by the Commitment
Parties or their Representatives, (viii) to the applicable rating agencies in connection with any rating of the Facilities or (ix) to potential Lenders, participants or assignees who agree to be bound by the terms of this paragraph (or
language substantially similar to this paragraph or as otherwise reasonably acceptable to you and each Commitment Party, including as in accordance with the standard syndication processes of the Commitment Parties). Our obligations under this
provision shall remain in effect until the earlier of (i) one year from the date hereof and (ii) the date the definitive Facilities Documentation is entered into by us, at which time any confidentiality undertaking in the definitive
Facilities Documentation shall supersede this provision. 
 Subject to the Commitment Parties and their affiliates complying
with their obligations hereunder with respect to confidential information, nothing contained herein shall limit or preclude the Commitment Parties or any of their affiliates from carrying on any business with, providing banking or other financial
services to, or from participating in any capacity, including as an equity investor, in any party whatsoever, including, without limitation, any competitor, supplier or customer of you or any of your affiliates, or any other party that may have
interests different than or adverse to such parties. 
 You acknowledge that the Commitment Parties or their affiliates may
be providing financing or other services to parties whose interests may conflict with yours. The Commitment Parties agree that they will not furnish confidential information obtained from you to any of their other customers and will treat
confidential information relating to you, the Borrower and your and the Borrower’s respective subsidiaries and affiliates with the same degree of care as they treat their own confidential information.


  
 -9- 








 
The Commitment Parties further advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the
services and transactions contemplated hereby, you agree that the Commitment Parties are permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information
concerning you, the Borrower and your and the Borrower’s respective subsidiaries and affiliates that is or may come into the possession of the Commitment Parties or any of such affiliates. 

You acknowledge that the Commitment Parties and their affiliates are full service financial institutions engaged, either
directly or through their affiliates, in a broad array of activities, including commercial and investment banking, financial advisory, market making and trading, investment management (both public and private investing), investment research,
principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage and other financial and non-financial activities and services globally. In the ordinary course of their various business activities, the
Commitments Parties and their affiliates and funds or other entities in which the Commitment Parties or their affiliates invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in
securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. In addition, the Commitment Parties or their affiliates may at any time
communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities or instruments. 

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and
acknowledge your affiliates’ understanding, that: (i) each of the Facilities and any related arranging or other services described in this Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on
the one hand, and the Commitment Parties, on the other hand, (ii) the Commitment Parties have not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your
own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (iv) in
connection with the Facilities contemplated hereby and the process leading to such Facilities, each Commitment Party has been, is, and will be acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or
fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party in connection with the Facilities, (v) the Commitment Parties have not assumed and will not assume an advisory, agency or fiduciary
responsibility in your or your affiliates’ favor with respect to the Transactions contemplated hereby or the process leading thereto (irrespective of whether any of the Commitment Parties has advised or is currently advising you or your
affiliates on other matters) and the Commitment Parties have no obligation to you or your affiliates with respect to the Transactions contemplated hereby except, in each case, those responsibilities or obligations expressly set forth in this
Commitment Letter and the Fee Letter or in any other commitment, fee or engagement letters between such Commitment Party and you or your affiliates and (vi) the Commitment Parties and their respective affiliates may be engaged in a broad range
of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. You agree that you will not assert any claim
against any Commitment Party based on an alleged breach of fiduciary duty by such Commitment Party in connection with the Facilities and the other transactions contemplated by this Commitment Letter (except as expressly set forth in any commitment,
fee or engagement letters between such Commitment Party and you or your affiliates). 
 As you know, Goldman,
Sachs & Co. has been retained by Pinnacle (or one of its affiliates) as financial advisor (in such capacity, the “Financial Advisor”) in connection with the Acquisition. You


  
 -10- 








 
agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the
engagement of the Financial Advisor, on the one hand, and our and our affiliates’ relationships with you as described and referred to herein, on the other. Each of the Commitment Parties hereto acknowledges (i) the retention of Goldman,
Sachs & Co. as the Financial Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of Goldman Sachs or its affiliates. 

The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56
(signed into law October 26, 2001) (the “U.S.A. Patriot Act”), each of them is required to obtain, verify and record information that identifies the Loan Parties, which information includes the Loan Parties’ names
and addresses and other information that will allow the Commitment Parties, as applicable, to identify the Loan Parties in accordance with the U.S.A. Patriot Act. 

It is agreed that after the Closing Date the Lead Arrangers may place advertisements in financial and other newspapers and
journals at the expense of the Lead Arrangers describing the involvement of the Lead Arrangers in and services rendered with respect to the Financing Transactions subject to customary confidentiality and disclosure restrictions (it being understood
that no confidential information shall be disclosed in connection therewith). 

7.        Survival of Obligations.   The provisions of Sections
4, 6 and 8 of this Commitment Letter shall remain in full force and effect regardless of whether any Facilities Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or any
commitment or undertaking of the Commitment Parties hereunder; provided that if the Facilities Documentation is entered into and the Facilities are funded, your obligations under this Commitment Letter (other than under Section 6
hereof), shall automatically terminate, and you shall be released from all liability in connection therewith at such time. You may terminate the Commitment Parties’ commitments hereunder at any time subject to this paragraph. 

8.        Miscellaneous.  This Commitment Letter and the Fee Letter
may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page to this Commitment Letter or the
Fee Letter by telecopier, facsimile or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart thereof. Headings are for convenience of reference only and shall
not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter or the Fee Letter. 

This Commitment Letter and the Fee Letter and any claim, controversy or dispute arising out of or relating to this Commitment
Letter or the Fee Letter shall be governed by, and construed in accordance with, the law of the State of New York. Each party hereto hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether
based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the Transactions and the other transactions contemplated hereby and thereby or the actions of the Commitment Parties in the negotiation,
performance or enforcement hereof. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New
York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter, the Fee Letter, the Transactions and the other transactions completed hereby and thereby and irrevocably agrees that all
claims in respect of any such suit, action or proceeding shall be heard and determined in any such court. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective
service of process against you for any suit, action or proceeding relating to any such dispute. Each party hereto waives, to the fullest extent permitted by applicable law, any objection that it may now


  
 -11- 








 
or hereafter have to the laying of the venue of any such suit, action or proceedings brought in any such court, and any claim that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment. 

We represent and warrant that this Commitment Letter and the Fee Letter (together, the “Commitment
Papers”) constitute our legally valid and binding obligations to provide the services set forth herein and the Committed Facilities, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in
a manner consistent with this Commitment Letter, in each case, enforceable at law and in equity in accordance with their terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating
to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)); provided that it is acknowledged and agreed by each party hereto that the initial funding of the
Committed Facilities shall be subject only to the conditions precedent set forth in Section 5 and Annex II of this Commitment Letter. You represent and warrant that the Commitment Papers constitute your legally valid and binding
obligations, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter, enforceable at law and in equity against you in accordance with their terms
(subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity
or law)); provided that nothing contained in the Commitment Papers obligates you, the Borrower or any of your respective affiliates to consummate any Financing Transaction or to draw down any portion of the Facilities. 

This Commitment Letter, together with the Fee Letter, embodies the entire agreement and understanding among the parties hereto
and you and your affiliates with respect to the Facilities and supersedes all prior agreements and understandings relating to the subject matter hereof (for the avoidance of doubt, it is acknowledged and agreed that the Existing Letters and the Bond
Engagement Letter (as defined below) remain effective and are not superseded by this Commitment Letter and the Fee Letter). The Loan Engagement Letter (as defined below) (i) is hereby terminated and superseded by this Commitment Letter and the
Fee Letter and (ii) shall be of no further force and effect. No party has been authorized by the Commitment Parties to make any oral or written statements that are inconsistent with this Commitment Letter. Neither this Commitment Letter
(including the attachments hereto) nor the Fee Letter may be amended or any term or provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto. “Existing Letters”
means (i) that certain Commitment Letter between you and us, dated July 20, 2015 (the “Existing Commitment Letter”) and (ii) that certain Fee Letter between you and us, dated July 20, 2015 (the
“Existing Fee Letter”). “Bond Engagement Letter” means that certain Engagement Letter between you and us, dated July 20, 2015 regarding the Senior Unsecured Notes. “Loan Engagement
Letter” means that certain Engagement Letter between you and us, dated July 20, 2015 regarding the Facilities (as defined therein). 

This Commitment Letter may not be assigned by you without prior written consent of each Commitment Party (and any purported
assignment without such consent will be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and
the Indemnified Parties and SpinCo and its subsidiaries as provided below); provided, however, that, notwithstanding the foregoing, you may assign this Commitment Letter and the Fee Letter and all of your rights and obligations
hereunder and thereunder to the Borrower pursuant to an assignment agreement reasonably satisfactory to JPM, without the consent of any Commitment Party or any other person; provided, however, that notwithstanding any such assignment,
Pinnacle shall not be released from its obligations hereunder and 

  
 -12- 








 
under the Fee Letter until the date of the Spin-Off, and upon the date the Spin-Off is consummated, Pinnacle shall automatically and irrevocably be released from its obligations hereunder and
under the Fee Letter. Upon the effectiveness of such assignment and the assumption of all of your rights and obligations hereunder and thereunder by the Borrower, (a) without limiting the proviso to the immediately foregoing sentence, after the
Spin-Off, Pinnacle shall have no further rights, claims, obligations or liabilities in connection with this Commitment Letter or the Fee Letter, and (b) all references to “you” contained herein or therein shall refer to the Borrower
unless the context otherwise requires. Such assignment may be evidenced by written notice delivered by Pinnacle or the Borrower to JPM, whereupon such assignment shall be effective and on and after the Spin-Off, Pinnacle shall have no further
rights, claims, obligations or liabilities, in connection with this Commitment Letter or the Fee Letter; it being understood that Pinnacle shall not be released from its obligations and liabilities under this Commitment Letter and the Fee Letter
until the Spin-Off. This Commitment Letter may not be assigned by any of the Commitment Parties (other than by Goldman Sachs Bank USA to its designated affiliate Goldman Sachs Lending Partners LLC as indicated in the first paragraph of this
Commitment Letter) without your prior written consent (and any purported assignment without such consent shall be null and void). 

Please indicate your acceptance of the terms of the Facilities set forth in this Commitment Letter and the Fee Letter by
returning to JPMorgan executed counterparts of this Commitment Letter and the Fee Letter with respect to the Facilities not later than 11:59 p.m. (New York City time) on November 17, 2015 whereupon this Commitment Letter and the Fee Letter
shall become effective and constitute a binding agreement between us and you. This offer shall terminate if not so accepted by you at or prior to that time. Upon your acceptance of this offer, thereafter the commitments and undertakings of the
Commitment Parties hereunder will expire on the earliest of (a) 5:00 p.m. (New York City time) on April 30, 2016; provided that if GLPI elects the “End Date Extension” as defined in and in accordance with the Merger
Agreement, such date shall be extended to 5:00 p.m. (New York City time) on June 30, 2016, (b) the termination of the Merger Agreement without the closing of the Acquisition, (c) the consummation of the Acquisition and the Spin-Off
without the funding of the Facilities on the date of such consummation and (d) the End Date as defined in the Merger Agreement. Notwithstanding anything in this paragraph to the contrary, the termination of any commitment pursuant to this
paragraph or Section 7 above does not prejudice our rights or remedies in respect of any breach of this Commitment Letter. 
 [The
remainder of this page intentionally left blank.] 

  
 -13- 








 We are pleased to have the opportunity to work with you in connection with this
important financing. 
  

					
	Very truly yours,
	
	 JPMORGAN CHASE BANK, N.A.

		
	By:    	 	/s/ Nadelge Dang
		 	Name: 	 	Nadelge Dang
		 	Title:  Vice President
	
	 J.P. MORGAN SECURITIES LLC

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	









 We are pleased to have the opportunity to work with you in connection with this
important financing. 
  

					
	Very truly yours,
	
	JPMORGAN CHASE BANK, N.A.
		
	By:    	 	  

		 	Name:	 	
		 	Title:	 	
	
	J.P. MORGAN SECURITIES LLC
		
	By:	 	/s/ Bret Yunker
		 	Name: 	 	Bret Yunker
		 	Title:  Managing Director









 
			
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Bernard J. Tsang
	Name:	 	Bernard J. Tsang
	Title:	 	Director
	
	 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

		
	By:	 	/s/ Bernard J. Tsang
	Name: 	 	Bernard J. Tsang
	Title:	 	Director









 
			
	GOLDMAN SACHS BANK USA
		
	By:	 	/s/ Robert Ehudin
	Name: 	 	Robert Ehudin
	Title:	 	Authorized Signatory









 
			
	FIFTH THIRD BANK
		
	By:	 	/s/ Derek D. Brust
	Name: 	 	Derek D. Brust
	Title:	 	Managing Director









 
			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Chad T. Orrock
	Name: 	 	 Chad T. Orrock
	Title:	 	 Senior Vice President









 
			
	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

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









 
			
	 DEUTSCHE BANK AG NEW YORK BRANCH

		
	By:	 	/s/ Nikko Hayes
	Name: 	 	Nikko Hayes
	Title:	 	Managing Director
		
	By:	 	/s/ Alex Barth    
	Name:	 	Alex Barth
	Title:	 	Managing Director
	
	 DEUTSCHE BANK SECURITIES INC.

		
	By:	 	/s/ Nikko Hayes
	Name:	 	Nikko Hayes
	Title:	 	Managing Director
		
	By:	 	/s/ Alex Barth
	Name:	 	Alex Barth
	Title:	 	Managing Director









 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION

		
	By:	 	/s/ Rick Bokum
	Name: 	 	Rick Bokum
	Title:	 	Managing Director
	
	WELLS FARGO SECURITIES, LLC
		
	By:	 	/s/ Duane Bouligny
	Name:	 	 Duane Bouligny
	Title:	 	 MD










					
	 The provisions of this Commitment Letter are accepted and agreed to as of the date first written above:

	
	 PINNACLE ENTERTAINMENT, INC., a Delaware corporation

		
	By:    	 	/s/ Carlos A. Ruisanchez
		 	Name: 	 	Carlos A. Ruisanchez
		 	Title: President and Chief Financial Officer








 ANNEX I 

SUMMARY OF TERMS AND CONDITIONS 

FACILITIES 
 Capitalized
terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex I is attached. 
  

			
	Borrower:	  	 SpinCo (in such capacity, the “Borrower”).

		
	Administrative Agent and	  	
	Collateral Agent:	  	 JPMCB will act as sole administrative agent and collateral agent for the Lenders (the “Administrative Agent”).

		
	Joint Lead Arrangers and Joint Bookrunning	  	
	Managers:	  	 JPMS, MLPF&S, Goldman Sachs, Fifth Third, U.S. Bank, Credit Agricole, DBSI and WFS will act as joint lead arrangers and joint bookrunning managers in
connection with the Facilities (in such capacity, the “Lead Arrangers”).

		
	Lenders:	  	 JPMCB, BANA, Goldman Sachs, Fifth Third, U.S. Bank, Credit Agricole, DBNY, WFB and other financial institutions selected by the Lead Arrangers and approved by
the Borrower (the “Lenders”); provided that in no event shall any Disqualified Lender be a Lender.

		
	Facilities:	  	 An aggregate principal amount of $935 million will be available through the following facilities:

		
		  	 Revolving Credit Facility:

		
		  	 $400 million senior secured revolving credit facility (the “Revolving Credit Facility”) to be provided by the Lenders with commitments
under the Revolving Credit Facility and available from time to time on or after the Closing Date until the Revolver Maturity Date (as defined below), and to include (i) a sublimit of $50 million for the issuance of standby and commercial letters of
credit (each, a “Letter of Credit”) and (ii) a sublimit of $20 million for swingline loans (“Swingline Loans”) to be issued by the Administrative Agent (in such capacity, the “Swingline
Lender”). The Facilities Documentation shall also permit same-day borrowings under the Revolving Credit Facility on terms to be agreed. Letters of Credit will be initially issued by the Administrative Agent and any other Lender under
the Revolving Credit Facility that agrees with the Borrower to provide Letters of Credit (including Lenders which have issued letters of credit under the Existing Credit Agreement that are outstanding on the Closing Date) (collectively, the
“Issuing Banks”)1 and each of the Lenders under the



  
  

1 NTD: At least one additional Lender shall be an Issuing
Bank holding at least half of the aggregate 


  
 Footnote continued on next
page. 









			
		  	 Revolving Credit Facility will purchase an irrevocable and unconditional participation in each Letter of Credit. Letters of credit that are issued by banks
under that certain credit agreement, dated as of August 13, 2013, by and among Pinnacle, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto (the “Existing Credit Agreement”) shall, to the
extent such banks which have issued such letters of credit under the Existing Credit Agreement are Lenders, remain outstanding on and after the Closing Date and be deemed to have been issued under the Revolving Credit Facility.

		
		  	 Term Loan Facility:

		
		  	 (a) a tranche A term loan facility of $185 million (the “Term Loan A Facility”); and

		
		  	 (b) a tranche B term loan facility of $350 million (the “Term Loan B Facility”; provided that, at the election of the Borrower,
the Term Loan B Facility may be reduced or increased by up to $125 million as described in clause (vi) of Annex II hereto. The Term Loan B Facility and the Term Loan A Facility are referred to collectively as the “Term Loan
Facilities; the Term Loan Facilities and the Revolving Credit Facility referred to collectively herein as the “Facilities”.

		
		  	 The loans under the Term Loan Facilities and the Revolving Credit Facility are collectively referred to herein as the
“Loans”.

		
		  	 Letters of Credit shall expire not later than 12 months after the date of issuance thereof (subject to customary “evergreen” provisions) and any
Letters of Credit outstanding on the date that is 5 business days prior to the Revolving Maturity Date shall be cash collateralized.

		
		  	 Drawings under any Letter of Credit shall be reimbursed by the Borrower within one business day after notice of drawing is delivered. To the extent that the
Borrower does not reimburse the Issuing Bank within one business day, the Lenders under the Revolving Credit Facility shall be irrevocably obligated to reimburse the Issuing Bank pro rata based upon their respective Revolving Credit Facility
commitments.

		
		  	 If any Lender becomes a Defaulting Lender (as defined in the Facilities Documentation in accordance with the Documentation Principles), then the Letter of
Credit exposure of such Defaulting Lender will



  
  

Footnote continued from previous page. 

Letter of Credit sublimit and the Credit Agreement shall include schedule of L/C sublimits for the Issuing Banks. 


  
 Annex I-2 









			
		  	 automatically be reallocated among the non-Defaulting Lenders pro rata in accordance with their commitments under the
Revolving Credit Facility up to an amount such that the revolving credit exposure of such non-Defaulting Lender does not exceed its commitments. In the event that such reallocation does not fully cover the Letter of Credit exposure of such
Defaulting Lender, the applicable Issuing Bank may require the Borrower to cash collateralize such “uncovered” exposure in respect of each outstanding Letter of Credit and will have no obligation to issue new Letters of Credit, or to
extend, renew or amend existing Letters of Credit to the extent Letter of Credit exposure would exceed the commitments of the non-Defaulting Lenders, unless such “uncovered” exposure is cash collateralized to the Issuing Bank’s
reasonable satisfaction.
  
 Each Lender under the Revolving
Credit Facility shall, promptly upon request by the Swingline Lender, fund to the Swingline Lender its pro rata share of any swingline borrowings.
  

If any Lender becomes a Defaulting Lender then the swingline exposure of such Defaulting Lender will automatically be reallocated among the
non-Defaulting Lenders pro rata in accordance with their commitments under the Revolving Credit Facility up to an amount such that the revolving credit exposure of such non-Defaulting Lender does not exceed its commitments. In the event such
reallocation does not fully cover the exposure of such Defaulting Lender, the Swingline Lender may require the Borrower to repay such “uncovered” exposure in respect of the Swingline Loans and will have no obligation to make new Swingline
Loans to the extent such Swingline Loans would exceed the commitments of the non-Defaulting Lenders.

		
	 Purpose/Use of Proceeds:
	  	 The proceeds of loans under the Term Loan Facilities, together with proceeds from the Senior Unsecured Notes, shall be used to pay the SpinCo Payoff Amount (as
defined in Annex III), to pay transaction fees and expenses and for general corporate purposes. The Term Loan Facilities will be available to the Borrower in one drawing substantially concurrently with the consummation of the Spin-Off. The Revolving
Credit Facility will be made available (a) on the Closing Date in an amount not to exceed $200 million in the aggregate to pay a portion of the SpinCo Payoff Amount (as defined in Annex III) and to pay fees and expenses related to the Financing
Transactions (as defined in Annex III), and, (b) thereafter, for general corporate purposes of the Borrower, including, without limitation, permitted acquisitions or dividends.

		
	 Interest Rates:
	  	 The interest rates per annum applicable to the Facilities will be, at the option of the Borrower as set forth below at either LIBOR or the Base Rate plus the
Applicable Margin (as defined below).

		
		  	 “Applicable Margin” will mean:



  
 Annex I-3 









			
		  	 (a) with respect to Loans under the Term Loan A Facility, (i) 2.00%, in the case of LIBOR Loans and (ii) 1.00%, in the case of Base Rate Loans;

		
		  	 (b) with respect to Loans under the Term Loan B Facility, will be as determined by JPMS and the Borrower based upon syndication of the Term Loan B Facility;
and

		
		  	 (c) with respect to Loans under the Revolving Credit Facility, (i) 2.00%, in the case of LIBOR Loans and
(ii) 1.00%, in the case of Base Rate Loans;
  

provided that, from and after the date on which the Borrower shall have delivered financial statements for the first full fiscal quarter
ending after the Closing Date, and so long as no event of default shall have occurred or be continuing, the Applicable Margin with respect to the Term Loan A Facility and the Revolving Facility will be determined in accordance with the leverage
based grid set forth below:


  

							
	Pricing Level	  	
Borrower’s
Consolidated Total
Net Leverage Ratio    

 
	  	LIBOR Option      	  	Base Rate    
Option
	 Level I
	  	 > 4.00x

 
	  	2.50%	  	1.50%
	 Level II
	  	
< 4.00x and > 3.50x
  
	  	2.25%	  	1.25%
	 Level III
	  	 < 3.50x and > 3.00x

 
	  	2.00%	  	1.00%
	 Level IV
	  	 < 3.00x and > 2.50x

 
	  	1.75%	  	0.75%
	 Level V
	  	 < 2.50x

 
	  	1.50%	  	0.50%


  

			
		  	 During the continuance of an event of default, the Applicable Margin with respect to the Term Loan A Facility and the Revolving Facility shall automatically be
Pricing Level I.

		
		  	 The Borrower may select interest periods of one, two, three or six months (and, if agreed to by all relevant Lenders for the applicable Credit Facility, twelve
months or such other period) for LIBOR advances. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly.

		
		  	 “LIBOR” and “Base Rate” will have meanings customary and appropriate for financings of this type and consistent
with the Documentation Principles; provided that Base Rate will be deemed to be not less than 100 basis points higher than one-month LIBOR and the Federal Funds Rate may not be less than zero. LIBOR for the
Term



  
 Annex I-4 









			
		  	 Loan A Facility and the Revolving Credit Facility shall not be less than 0.0% and any LIBOR “floor” for the Term Loan B Facility will be determined by
JPMS and the Borrower based upon syndication of the Term Loan B Facility.

		
		  	 Swingline Loans and same-day borrowings under the Revolving Credit Facility will accrue interest at the Base Rate plus the Applicable Margin.

		
	 Default Interest:
	  	 During the continuance of a payment event of default, interest will automatically accrue on overdue principal and overdue interest and all other obligations not
paid when due at a rate of 200 basis points in excess of the rate otherwise applicable to such amounts (or if no such rate is otherwise applicable, at a rate of 200 basis points in excess of the non-default interest rate then applicable to Base Rate
Loans under the Revolving Credit Facility) (the “Default Rate”). While any bankruptcy event of default exists, all obligations (limited, in the case of interest, to overdue interest) shall automatically bear interest at the
Default Rate. All such interest shall be payable on demand of the Administrative Agent.

		
	 Commitment Fee:
	  	 Commencing on the Closing Date, a commitment fee of a per annum amount equal to 0.30% (the “Commitment Fee”) shall be payable on the
actual daily unused portions of the Revolving Credit Facility, such fee to be payable quarterly in arrears and on the date of termination or expiration of the commitments; provided that, from and after the date on which the Borrower shall
have delivered financial statements for the first full fiscal quarter ending after the Closing Date, and so long as no event of default shall have occurred or be continuing, the Commitment Fee will be determined in accordance with the leverage based
grid set forth below:


  

							
	Pricing Level        	  	
Borrower’s
Consolidated Total
Net Leverage Ratio  

 
	  	Commitment      
Fee	  	 
	 Level I
	  	 > 4.00x

 
	  	0.50%	  
	 Level II
	  	
< 4.00x and > 3.50x
  
	  	0.40%	  
	 Level III
	  	 < 3.50x

 
	  	0.30%	  


  

			
		  	 Swingline Loans shall not be considered to be usage of the Revolving Credit Facility for purposes of the Commitment Fee.

		
		  	 During the continuance of an event of default, the Commitment Fee shall automatically be Pricing Level
I.



  
 Annex I-5 









			
	Letter of Credit Fees:	  	 A per annum fee equal to the Applicable Margin over LIBOR under the Revolving Credit Facility will accrue on the aggregate face amount of outstanding Letters of
Credit under the Revolving Credit Facility, payable in arrears at the end of each quarter and upon the termination of the Revolving Credit Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be
distributed to the Lenders participating in the Revolving Credit Facility pro rata in accordance with the amount of each such Lender’s Revolving Credit Facility commitment. In addition, the Borrower shall pay to the Issuing Bank, for its own
account, (a) a fronting fee for each outstanding Letter of Credit equal to the greater of (i) 0.125% of the face amount of such Letters of Credit and (ii) $500, payable in arrears at the end of each quarter and upon the termination of the Revolving
Credit Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

		
	Upfront Fees/OID:	  	 The Loans under the Term Loan B Facility may be issued with upfront fees or original issue discount payable pro rata to the Lenders thereunder equal to an
amount to be agreed by JPMS and the Borrower in connection with the syndication of the Term Loan B Facility.

		
		  	 Upfront fees shall be paid in respect of the Term Loan A Facility and the Revolving Credit Facility as, and to the extent, agreed in the Fee
Letter.

		
	Calculation of Interest and	  	
	Fees:	  	 Other than calculations in respect of interest at the Base Rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all
calculations of interest and fees shall be made on the basis of actual number of days elapsed in a 360-day year.

		
	Cost and Yield Protection:	  	 Customary for transactions and facilities of this type and consistent with the Documentation Principles, including, without limitation, in respect of breakage
or redeployment costs incurred in connection with prepayments, changes in capital adequacy, capital requirements and liquidity requirements or their interpretation, illegality, unavailability of LIBOR and payments free and clear of withholding or
other taxes, and including treating as introduced or adopted after the Closing Date all the Dodd-Frank Wall Street Reform and Consumer Protection Act related requests, rules, guidelines and directives promulgated thereunder and all requests, rules,
guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case, pursuant to Basel III, in
each case, subject to customary exceptions and qualifications.

		
	Maturity: 	  	 Term Loan A Facility: The date five years after the Closing Date.



  
 Annex I-6 









			
		  	 Term Loan B Facility: The date seven years after the Closing Date (which may be reduced to six years after the Closing Date if the Borrower so
elects).

		
		  	 Revolving Credit Facility: The date five years after the Closing Date (such date, the “Revolver Maturity Date”).

		
	 Scheduled Amortization:
	  	 Term Loan A Facility: The outstanding principal amount of the Term Loan A Facility will be payable in equal quarterly amounts equal to (i) 5% per annum
of the outstanding amount of the Term Loan A Facility on the Closing Date, in the first two years following the Closing Date, (ii) 7.5% per annum of the outstanding amount of the Term Loan A Facility on the Closing Date, in the third year following
the Closing Date and (iii) 10% per annum of the outstanding amount of the Term Loan A Facility on the Closing Date, in the fourth and fifth year following the Closing Date, with the remaining balance due at the maturity of the Term Loan A
Facility.

		
		  	 Term Loan B Facility: The Term Loan B Facility will be subject to quarterly amortization of one-quarter percent (0.25%) of the original principal amount
of the Term Loan B Facility.

		
		  	 Revolving Credit Facility: None.

		
	 Incremental Facilities:
	  	 The Borrower shall have the right to (a) (i) increase the aggregate commitments under the Term Loan A Facility (“Incremental Term A
Loans”), (ii) increase the aggregate commitments under the Term Loan B Facility (“Incremental Term B Loans” and, together with the Incremental Term A Loans and Additional Facilities (as defined below) consisting
of term loans, the “Incremental Term Loans”), (iii) increase the aggregate commitments under the Revolving Credit Facility (each, a “Revolving Credit Facility Increase” and, together with Additional
Facilities consisting of revolving credit commitments, “Incremental Revolving Commitments”) and/or (iv) add one or more additional tranches of revolving commitments or term loans (“Additional
Facilities”) to the Facilities under the same credit agreement and/or (b) incur one or more series of senior unsecured notes or loans, senior secured first lien or junior lien notes or loans or subordinated notes or loans pursuant to a
separate indenture or note purchase agreement or loan agreement or otherwise (“Incremental Equivalent Debt”), in any case, in an aggregate amount (excluding any commitments with respect to the foregoing that have been
terminated without being funded) of (x) $300 million, plus (y) the aggregate amount of all voluntary repayments of the Term Loan Facilities prior to the date of any such incurrence (excluding any voluntary prepayments made in lieu of or that
have otherwise reduced mandatory prepayments of Excess Cash Flow and voluntary prepayments made with the proceeds of long-term indebtedness) plus (z) any additional amounts, so long as, solely in the case of this clause (z), after giving
effect to such increase or additional facility (with Incremental Revolving Commitments given effect to the



  
 Annex I-7 









			
		  	 extent drawn), on a pro forma basis, the Consolidated Senior Secured Net Debt Ratio (as defined below) does not exceed 2.00:1 (provided that the proceeds of
such Incremental Term Loans, Incremental Revolving Commitments, Additional Facilities or Incremental Equivalent Debt shall not be included in any cash netting and Incremental Equivalent Debt shall be deemed to be senior secured debt) (and it being
understood that the Borrower may elect whether such amount is determined in reliance on clause (x), (y) or (z), and if such clauses are utilized concurrently, the calculation of the Consolidated Senior Secured Net Debt Ratio in clause (z) shall not
give effect to additional loans under clauses (x) and (y)). The incurrence of Incremental Term Loans, Incremental Revolving Commitments, Additional Facilities or Incremental Equivalent Debt shall be subject to the following conditions: (i) pro forma
compliance with the Financial Covenants (as defined below) (with Incremental Revolving Commitments given effect to the extent drawn and Incremental Equivalent Debt deemed to be senior secured debt and provided that the proceeds of such Incremental
Term Loans, Incremental Revolving Commitments, Additional Facilities or Incremental Equivalent Debt shall not be included in any cash netting) (which may, at the election of the Borrower, be measured at the time commitments are entered into with
respect to Incremental Term Loans, Additional Facilities or Incremental Equivalent Debt intended to be used primarily to finance a permitted acquisition), (ii) the absence of events of default (which may be limited to payment and bankruptcy (with
respect to the Borrower) events of default in the event of Incremental Term Loans, Additional Facilities or Incremental Equivalent Debt primarily used to finance permitted acquisitions), (iii) accuracy of representations and warranties (which may be
limited to certain Specified Representations in the event of Incremental Term Loans, Additional Facilities or Incremental Equivalent Debt primarily used to finance permitted acquisitions) in all material respects (other than any such representations
and warranties that are qualified by materiality or material adverse effect)), (iv) except as set forth in the immediately following paragraph, (A) the terms of any Revolving Facility Increase shall be the same as the terms for the Revolving Credit
Facility, (B) the terms of any Incremental Term A Loans shall be the same as the Term Loan A Facility and (C) the terms of any Incremental Term B Loans shall be the same as the terms for the Term Loan B Facility, (v) except as otherwise provided in
this paragraph and the immediately following paragraph, the terms of any Additional Facility shall be the same as the Revolving Credit Facility or the Term Loan Facilities, as applicable, provided that such Additional Facilities may provide for (A)
any additional or more or less restrictive covenants that are applicable only after the then latest maturity date for the Term Loan Facilities or (B) any other terms that are reasonably satisfactory to Administrative Agent, (vi) the maturity date
for any Additional Facility consisting of revolving credit facilities shall not be earlier than the maturity date for the then existing revolving credit facilities unless the Borrower receives the consent of a majority of each tranche of revolving
facility lenders with a later maturity date, (vii) the



  
 Annex I-8 









			
		  	 maturity date for any Additional Facility consisting of term loans shall not be earlier than the maturity date for the Term Loan A Facility and the weighted
average life of each such Additional Facility shall not be shorter than the Term Loan A Facility unless the Borrower receives the consent of lenders holding a majority of the Term Loan A Facility, (viii) any such Additional Facilities shall not have
any borrower or guarantors other than the Borrower and the Guarantors and shall not be secured by any property other than the Collateral, (ix) Incremental Equivalent Debt shall be subject to customary additional conditions (including the execution
and delivery of intercreditor agreements) and (x) the Borrower shall deliver customary deliverables including legal opinions, security document modifications, title insurance supplements and certificates.

		
		  	 The applicable margin on any Additional Facility will be determined by the Borrower and the Lenders providing such Additional Facility at the time such
Additional Facility is made and the applicable margin on any Incremental Term A Loans, Incremental Term B Loans or Revolving Credit Facility Increase shall be the same as the applicable margin on the corresponding existing tranche of the Facilities
(provided that the upfront fees and original issue discount, as applicable, for any Incremental Term A Loans, Incremental Term B Loans or Revolving Credit Facility Increase will be determined by the Borrower and the Lenders providing such
Incremental Term A Loans, Incremental Term B Loans or Revolving Credit Facility Increase); provided that, with respect to any Incremental Term B Loans or Additional Facility consisting of term loans having a maturity and weighted average life
to maturity the same as or longer than the Term Loan B Facility made on or prior to the date that is 12 months after the Closing Date (or such other period as the Borrower may agree to), in the event that the all-in-yield for any Incremental Term B
Loan or Additional Facility consisting of term loans having a maturity and weighted average life to maturity the same as or longer than the Term Loan B Facility is greater than the all-in-yield for the Term Loan B Facility (which for purposes of
this paragraph will not include prior Incremental Term B Loans, except as otherwise agreed at the time such prior Incremental Term B Loan was committed to or funded), by more than 50 basis points, the interest rate margin for the Term Loan B
Facility shall be increased to the extent necessary so that the all-in-yield for such incremental term loans is not more than 50 basis points higher than the all-in-yield for the Term Loan B Facility; provided, further, that, in
determining the all-in yield applicable to the Term Loan B Facility and any Incremental Term B Loans or Additional Facility consisting of term loans having a maturity and weighted average life to maturity the same as or longer than the Term Loan B
Facility, original issue discount and upfront fees (on the basis that 1.00% of original issue discount or upfront fees equals 0.25% of increased interest rate margin, based on assumed average life of four years; provided such calculation
shall be modified to reference a shorter assumed average life in the event the final maturity of such Incremental Term Loans is less than four years) shall



  
 Annex I-9 









			
		  	 be taken into account on customary terms; provided further, in the event any interest rate floor on Incremental Term Loans applicable to LIBOR loans is
higher than the interest rate floor applicable to Term B Loans issued on the Closing Date and is in excess of the three-month LIBOR rate at the time such Incremental Term Loans are issued, such excess over such LIBOR rate shall be taken into account
as interest rate margin in calculating such all-in-yield; provided further that arrangement, structuring, commitment, underwriting or other similar fees and other fees not paid generally to all lenders in their capacities as such shall be
excluded.

		
		  	 “Consolidated Senior Secured Net Debt Ratio” will be defined in a manner consistent with the Documentation Principles and with the
parameters set forth under the heading “Covenants” below.

		
		  	 For purposes of the financial covenant calculations in the Facilities Documentation, it is agreed that “Consolidated EBITDA” shall be
defined in a manner consistent with the Documentation Principles and in any event shall include, without limitation:

		
		  	 (i)(x) costs savings, operating expense reductions and synergies related to the Transactions to the extent expected to be realized within 18 months after the
Closing Date, (y) costs savings, operating expense reductions and synergies related to mergers and other business combinations, acquisitions or divestitures consummated after the Closing Date and expected to be realized within 18 months after a
merger or other business combination, acquisition or divestiture is consummated or after the announcement or implementation of any other restructuring, cost savings initiative or other initiative and (z) costs savings, operating expense
reductions and synergies relating to restructurings, costs savings initiatives and similar initiatives which have been initiated and expected to be realized within 18 months following initiation thereof; provided that (A) the aggregate
amount of additions to Consolidated EBITDA for such amounts shall not exceed 15% of Consolidated EBITDA (after giving effect to such adjustments and other pro forma adjustments) and (B) the chief financial officer, chief accounting officer or
other financial officer of the Borrower shall be required to deliver a certification that such amounts are reasonably identifiable and factually supportable;

		
		  	 (ii) unlimited (x) restructuring and related charges and business optimization expenses, (y) unusual, non-recurring or extraordinary charges, losses
or expenses and (z) non-cash charges;

		
		  	 (iii) (A) costs and expenses incurred in connection with the Transactions, (B) costs and expenses incurred in connection with permitted acquisitions
and (C) costs, premiums, fees and expenses relating to redemption or repayment of debt;

		
		  	 (iv) unlimited pre-opening and related promotional expenses;



  
 Annex I-10 









			
		
		  	 (v) insurance proceeds received for properties subject to partial or complete closure, so long as the contribution of such property to Consolidated EBITDA does
not exceed the actual contribution during the most recent period such property was fully operational; and

		
		  	 (v) adjustments and add-backs reflected in the financial model delivered to the Lead Arrangers prior to the date of the Commitment Letter (as may be further
modified following the date of the Commitment Letter to the extent such updated model is reasonably acceptable to JPMS), and others as shall be mutually agreed in a manner consistent with the Documentation Principles.

		
	 Mandatory Prepayments
 and
Commitment
	  	
	 Reductions:
	  	 To consist of: (a) if the Borrower’s Consolidated Total Net Leverage Ratio (to be defined in a manner consistent with the Documentation Principles and with
the parameters set forth under the heading “Covenants” below) (in each case calculated without excluding Development Debt (as described below)) (i) equals or exceeds 3.00 to 1.00, 50%, (ii) is less than 3.00 to 1.00 and equals or exceeds
2.50 to 1.00, 25% and (iii) is less than 2.50 to 1.00, 0%, of Excess Cash Flow (to be defined in accordance with the Documentation Principles) for each fiscal year, commencing with the first full fiscal year following the Closing Date, less all
voluntary prepayments of the Term Loan A Facility or the Term Loan B Facility (including in connection with loan buy-backs permitted under the paragraph below entitled “Debt Buy-Back” and in the case of Loans prepaid at a discount to par,
with such reduction of the amount of Excess Cash Flow prepayments being equal to the aggregate amount of cash paid to buy back such loans) and less all voluntary prepayments of the Revolving Credit Facility that are accompanied by a reduction of the
commitments under the Revolving Credit Facility during the applicable period and less mandatory prepayments from excess cash flow and voluntary prepayments of other first lien senior secured debt so long as, in each case, accompanied by
corresponding prepayments of the Loans under the Term Loan Facilities on a ratable basis, (b) 100% of all net cash proceeds from sales of property and assets of the Borrower and its Restricted Subsidiaries (as defined below) outside the ordinary
course and from certain casualty or condemnation events (collectively, “Asset Sale Proceeds”), in each case, subject to the right of the Borrower to reinvest such proceeds if such proceeds are reinvested (or committed to be
reinvested) within 12 months and, if so committed to reinvestment, reinvested no later than 180 days after the end of such 12-month period, and other exceptions to be agreed upon and (c) 100% of all net cash proceeds from the issuance or incurrence
after the Closing Date of additional debt of the Borrower or any of its Restricted Subsidiaries not otherwise permitted under the Facilities Documentation (“Debt Issuance
Proceeds”).



  
 Annex I-11 









			
		
		  	 Such prepayments shall be applied to the prepayment of the Facilities in the following manner: first, to the outstanding amounts under the Term Loan A
Facility and the Term Loan B Facility, ratably (and to the remaining scheduled installments thereof in direct order of maturity to the next four succeeding scheduled installments of principal thereon and thereafter, pro rata to each remaining
scheduled installment of principal), and second, to the Revolving Credit Facility (but without any permanent reduction in the commitments thereunder). The Facilities Documentation will contain provisions (a) permitting the Borrower to prepay
other first lien senior secured debt with Excess Cash Flow, Asset Sale Proceeds and Debt Issuance Proceeds to the extent required by the terms of such other debt so long as such other debt receives no more than a ratable share of such amounts (in
which case the amounts required above will be correspondingly reduced) and (b) allowing Lenders to decline their ratable portion of any mandatory prepayment, in which case, such declined amounts shall be offered to the non-declining Lenders and any
amounts so offered to the non-declining lenders that are declined by such Lenders may be retained by the Borrower.

		
		  	 The Loans under the Revolving Credit Facility shall be prepaid and the Letters of Credit cash collateralized to the extent such extensions of credit exceed the
aggregate amount of the Revolving Credit Facility commitments.

		
	Optional Prepayments and	  	
	 Commitment Reductions:
	  	 Subject to the “Soft Call Premium” below, Loans under the Facilities may be prepaid at par and unused commitments under the Revolving Credit Facility
may be reduced at any time, in whole or in part without premium or penalty except as expressly stated below, at the option of the Borrower (except LIBOR breakage costs). Optional prepayments shall be applied to such facility as the Borrower elects
and shall reduce amortization as directed by the Borrower. The Facilities Documentation will contain provisions permitting the Borrower to offer to make a prepayment of the Facilities pro rata among the Term Loan A Facility, the Term Loan B
Facility, and any Incremental Term Loans and subject to the Consolidated Senior Secured Net Debt Ratio (calculated without excluding Development Debt) not exceeding 2.00 to 1.00 on a pro forma basis, to apply any amounts rejected by the Lenders
under such facilities to prepay other indebtedness of the Borrower or make restricted payments.

		
	Soft Call Premium:	  	 The Borrower shall be required to pay a premium of one percent (1%) of the principal amount of the affected loans in connection with any Repricing Transaction
(as defined below) of the Term Loan B Facility occurring within six months (or such longer period as the Borrower may agree) after the Closing Date (other than with respect to a transaction constituting a change of control or an acquisition).
“Repricing Transaction” shall mean (a) any prepayment or repayment of loans under the Term Loan B Facility with the proceeds of, or any



  
 Annex I-12 









			
		  	 conversion of Loans under the Term Loan B Facility into, any new or replacement tranche of term loans incurred for the primary purpose of prepaying, repaying or
replacing the loans under the Term Loan B Facility with term loans bearing interest with a “yield” less than the “yield” applicable to the loans under the Term Loan B Facility (as reasonably determined by the Administrative Agent
in consultation with the Borrower, but excluding any arrangement, commitment, underwriting, structuring or similar fees not generally shared with the applicable lenders in their capacity as such) and (b) any amendment to the loans under the Term
Loan B Facility the primary purpose of which is to reduce the “yield” on such loans.

		
	Guarantors:	  	 The obligations of (a) the Borrower under the Facilities and (b) any Loan Party (as defined below) under any hedging and (with the written approval of Borrower)
cash management agreements (other than any obligation of any Guarantor to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (a
“Swap”), if, and to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Loan Party of a security interest to secure, such Swap (or any guarantee thereof) is or becomes illegal under
the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or interpretation of any thereof)) between a Loan Party and any counterparty that is a Lender or an agent (or an affiliate of
a Lender or an agent) at the time such hedging agreement or cash management agreement was entered into (obligations referred to in this clause (b), collectively, “Bank Product Obligations”) will be unconditionally guaranteed,
on a joint and several basis, by each existing and subsequently acquired or formed direct and indirect domestic wholly-owned subsidiary of the Borrower except in the case of subsidiaries of the Borrower (i) to the extent prohibited or restricted by
applicable law whether on the Closing Date or thereafter or by contract existing on the Closing Date or, with respect to subsidiaries acquired after the Closing Date, by contract existing when such subsidiary was acquired (and not entered into in
contemplation of such acquisition) (including any requirement to obtain the consent of any governmental or regulatory authority (including gaming authorities) or third party, it being understood the Borrower shall use commercially reasonable efforts
to obtain approval of gaming authorities), (ii) any direct or indirect U.S. subsidiary of a direct or indirect non-U.S. subsidiary of the Borrower, (iii) any U.S. subsidiary that is a disregarded entity for U.S. federal income tax purposes
substantially all of whose assets consist of capital stock and/or indebtedness of one or more non-U.S. subsidiaries and any other assets incidental thereto (for such purposes (and for the purposes of “Security” below), U.S. subsidiaries
whose only material assets consist of the capital stock and/or indebtedness of one or more non-U.S. subsidiaries (and other assets incidental thereto) shall be deemed to be non-U.S. subsidiaries), (iv) any Unrestricted Subsidiaries (as defined
below), (v) captive insurance companies, (vi) immaterial subsidiaries (defined in a manner



  
 Annex I-13 









			
		  	 to be agreed) and (vii) any subsidiary where the Administrative Agent and the Borrower agree the cost of obtaining a guarantee by such subsidiary would be
excessive in light of the practical benefit to the Lenders afforded thereby (each a “Guarantor” and such guarantee being referred to herein as a “Guarantee”); provided that all such Guarantees
shall be subject in all respects to gaming laws and regulations and the receipt of applicable gaming approvals. The Borrower and the Guarantors are herein referred to as the “Loan Parties” and, individually, as a
“Loan Party.”

		
	Master Lease,	  	
	OpCo Master Tenant:	  	 A wholly-owned subsidiary of the Borrower to be determined (“OpCo Master Tenant”) will enter into a long term master lease (the
“Master Lease”) with a wholly-owned subsidiary of Gaming and Leisure Properties, Inc. (“GLPI”) (which subsidiary, for the avoidance of doubt, may be an entity that becomes a subsidiary of GLPI on the
Closing Date) (such subsidiary, the “Landlord”) on the Closing Date. Under the Master Lease, OpCo Master Tenant will lease the real property and related improvements in connection with the gaming properties to be identified
therein from the Landlord. Pursuant to the Master Lease, OpCo Master Tenant has the right to permit certain of its subsidiaries to occupy and operate such gaming properties. The Borrower and certain subsidiaries of OpCo Master Tenant will guarantee
OpCo Master Tenant’s obligations under the Master Lease. The Master Lease will be treated as an operating lease (and will not constitute indebtedness, a capitalized lease, a lien or interest expense) for all purposes under the Facilities
Documentation (including without limitation for purposes of the calculation of EBITDA and the Financial Covenants); provided that, the foregoing will not prevent the Borrower from treating the Master Lease in a different manner in its
financial statement reporting to the extent required under generally accepted accounting principles or advised by its auditor.

		
	Security:	  	 The Facilities and any Bank Product Obligations will be secured by (a) a first-priority perfected pledge of 100% of the equity interests of each direct,
wholly-owned Restricted Subsidiary (as defined below) of the Borrower and of each Guarantor (which pledge, in the case of equity interests in any foreign subsidiary or any domestic subsidiary, substantially all of the assets of which consist of
equity interests in foreign subsidiaries (each, a “FSHCO”), shall be limited to 65% of the voting equity interests and 100% of the non-voting equity interests of such foreign subsidiary or FSHCO, as the case may be) and (b) a
first priority, perfected security interest in substantially all of the assets of the Loan Parties, including, without limitation, all gaming assets, furniture, equipment, fixtures, investment property, inventory and other goods, accounts
receivable, intellectual property, instruments, documents, contract rights, general intangibles and all other material real and personal property of the Loan Parties (including, without limitation, leasehold mortgages or other security interests
over OpCo Master Tenant’s rights under the Master Lease with Landlord no later



  
 Annex I-14 









			
		  	 than 120 days following the Closing Date) and all proceeds of the foregoing, subject to customary exceptions and thresholds for facilities of this type;
provided that, in each case, all such pledges and liens shall be subject in all respects to applicable gaming laws, regulations and approvals; provided that, notwithstanding the foregoing, the Collateral shall not include: (i) any (x)
immaterial fee-owned real property and (y) leasehold interest other than (A) the Master Lease (it being understood that all leased property under the Master Lease shall be required to be subject to a perfected security interest in favor of the
Administrative Agent (it being further understood that for the purposes of this requirement to provide a perfected security interest in all such leased property, with respect to vessels, barges and riverboats, the filing of a UCC financing statement
shall be sufficient to satisfy such requirement)) and (B) other leaseholds of property with a fair market value in excess of $20 million, subject to certain exceptions to be agreed, including, without limitation, landlord consent to the grant of any
such mortgage; provided that the Loan Parties shall be required to obtain the consent of the landlord to such mortgage in the case of any leasehold entered into after the Closing Date of property with a fair market value in excess of $200
million and a remaining term in excess of 10 years (it being understood there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters), (ii) perfection of motor vehicles and other assets subject to certificates
of title (other than to the extent perfection can be achieved with the filing of UCC-1 financing statements), (iii) all commercial tort claims below a threshold to be agreed, (iv) any governmental licenses or state or local franchises, charters and
authorizations, to the extent a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other
applicable law, other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition, (v) pledges and security interests prohibited or
restricted by applicable law (including any requirement to obtain the consent of any governmental authority, it being understood the Borrower shall use commercially reasonable efforts to obtain approval of gaming authorities), (vi) equity interests
in (x) Unrestricted Subsidiaries (as defined below) and immaterial subsidiaries and (y) non-wholly owned Restricted Subsidiaries and joint ventures to the extent such security interest is not permitted under such subsidiary’s organizational or
joint venture agreements, (vii) any lease, license or agreement (including joint venture agreements) or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would
violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto after giving effect to the applicable anti- assignment provisions of the Uniform Commercial
Code or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or



  
 Annex I-15 









			
		  	 other applicable law notwithstanding such prohibition, (viii) any assets to the extent a security interest in such assets would result in material adverse tax
consequences to the Borrower or its subsidiaries as reasonably determined by the Borrower in consultation with the Administrative Agent; (ix) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as
to which perfection may be accomplished solely by the filing of a UCC financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a Uniform Commercial
Code financing statement), (x) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if
any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (xi) any assets where the cost of obtaining a security interest in such
assets exceeds the practical benefit to the Lenders afforded thereby as mutually agreed by the Administrative Agent and the Borrower and (xii) gaming licenses to the extent a security interest in any such gaming license is prohibited or restricted
by applicable law or regulation (including gaming laws and liquor laws) or would require a funding of suitability or similar approval or procedure by a gaming board, liquor board or other governmental authority prior to being given as collateral
security (collectively, subject to such exceptions and the further exception set forth below with respect to gaming assets, the “Collateral”).

		
		  	 No actions in any non-U.S. jurisdiction shall be required in order to create or perfect any security interests (it being understood that there shall be no
security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction) and no control agreements shall be required to be delivered with respect to any deposit account or securities account. The Facilities Documentation shall
also contain limitations as to the granting of liens on gaming licenses, gaming equipment and equity interests in gaming licensees and on rights and remedies with respect to gaming licensees in Missouri and other jurisdictions in a manner consistent
with that certain amended and restated security agreement, dated as of August 13, 2013, by and among Pinnacle Entertainment, Inc. (“Pinnacle”), the grantors party thereto and JPMorgan Chase Bank, N.A., as administrative
agent, and the related pledge documentation (including, without limitation, such limitations with respect to the granting of liens on gaming licenses, gaming equipment and equity interests in gaming licensees and on rights and remedies with respect
to gaming licensees in Missouri as are set forth on Annex IV hereto).

		
	Documentation:	  	 The facility documentation for the Facilities (the “Facilities Documentation”) shall be negotiated in good faith, shall contain the
terms and conditions set forth in the Summary of Terms and, subject to such terms and conditions, shall (x) be based on the terms of that certain credit agreement among Penn National Gaming, Inc., a Pennsylvania corporation, Bank of America, N.A.,
as administrative agent and the other parties thereto, dated as of October 28, 2013, as modified pursuant to the First Amendment and Incremental Joinder



  
 Annex I-16 









			
		  	 Agreement, dated as of April 28, 2015, taking into account the Transactions, the Borrower and its subsidiaries’ operational and strategic requirements
in light of the Borrower’s and its subsidiaries’ size, business and business plan, including the Borrower’s and its subsidiaries’ obligations with respect to the Master Lease, (y) be consistent with the Projections and (z) not be
less favorable to the Borrower and its subsidiaries than the Existing Credit Agreement (collectively, the “Documentation Principles”).

		
	Conditions Precedent	  	
	to Closing:	  	 Those specified in Section 5 of the Commitment Letter and Annex III to the Commitment Letter.

		
	Conditions Precedent to	  	
	Each Subsequent Borrowing:	  	 After the Closing Date, each borrowing and each issuance or renewal of a Letter of Credit under the Facilities will be subject to: delivery of a borrowing
notice; accuracy of representations and warranties in all material respects (or in all respects in the case of any such representation or warranty that is already qualified by materiality or material adverse effect); and absence of defaults or
events of defaults (except as otherwise provided under “Incremental Facilities” above).

	Representations and	  	
	Warranties:	  	 Representations and warranties shall consist solely of the following (applicable to the Borrower and the subsidiaries of the Borrower that are not designated as
Unrestricted Subsidiaries (such subsidiaries, “Restricted Subsidiaries”) and subject to exceptions, baskets, materiality thresholds and qualifications to be agreed): existence and good standing, authorization, execution,
delivery and enforceability of the Facilities Documentation, compliance with law, accuracy of pro forma and historical financial statements, absence of litigation, no conflicts with organizational documents, laws or contractual obligations, absence
of defaults, organizational power and authority, approvals, ERISA and other employee matters, taxes and tax status of the Spin-Off for the Borrower and its subsidiaries, Investment Company Act, margin regulations, environmental matters, use of
proceeds, subsidiaries, ownership of properties, creation, validity, priority (subject to permitted liens) and perfection of security interests (including the leasehold interest under the Master Lease after consummation of the Spin-Off and giving
effect to the time periods provided for in this Commitment Letter for the provision of perfected security interests in real property, vessels and barges), licenses and permits, disclosure, solvency of the Borrower and its subsidiaries on a
consolidated basis, intellectual property, Regulation H, insurance, real estate matters, absence of material adverse effect, effectiveness of the Master Lease after consummation of the Spin-Off, status of mortgaged real properties and FCPA, OFAC,
PATRIOT Act and other anti-terrorism laws and anti-money laundering laws.

		
	Covenants:	  	 Limited to the following affirmative, negative and financial covenants (applicable to the Borrower and the Restricted
Subsidiaries):



  
 Annex I-17 









			
		
		 	 (a)    Affirmative Covenants: Affirmative covenants shall consist solely of the following: existence, permits and licenses,
compliance with law, maintenance of properties, insurance, payment of taxes, delivery of annual audited and quarterly unaudited financial statements (it being understood that such audit may contain a going concern qualification or exception to the
extent related to the maturity or refinancing of indebtedness or projected compliance with financial covenants) and certain notices, maintenance of records, inspection rights, use of proceeds, compliance with environmental laws, pledge or mortgage
of real property and vessels, maintenance of security interests, further assurances and additional Guarantors, subleases under the Master Lease, limitations on designation of Unrestricted Subsidiaries and immaterial subsidiaries and consummation of
certain post-closing matters, and, in any case, subject to baskets, exceptions, materiality thresholds and qualifications to be agreed.


  

									
		 	 (b)
	 	 Negative Covenants (subject, in each case, to baskets, exceptions, materiality thresholds and qualifications to be agreed (in addition to the
specific exceptions designated below)):

					
		 		 		 	(a)	 	 indebtedness; provided that, among other things, (i) indebtedness of persons acquired in permitted acquisitions will be permitted without limitation
(to the extent not incurred in contemplation of such acquisition), (ii) junior secured debt and unsecured debt will be permitted subject to (x) the absence of events of default, (y) pro forma compliance with the Financial Covenants, and (z) other
customary conditions consistent with the Documentation Principles, (iii) first lien secured debt will be permitted subject to the absence of events of default, pro forma compliance with the Financial Covenants, a Consolidated Senior Secured Net Debt
Ratio not in excess of 2.00 to 1.00, the terms of such indebtedness, taken as a whole, being no more restrictive than the terms of the Facilities and other customary conditions consistent with the Documentation Principles, (iv) a basket for up to
$500 million of Development Debt (as defined below) will be permitted subject to the absence of events of default, (v) a basket for up to $100 million of unsecured indebtedness will be permitted, (vi) a basket for up to $100 million of purchase
money debt or capital leases will be permitted, (vii) $75 million of indebtedness of the Borrower’s foreign subsidiaries will be permitted, so long as such indebtedness is not guaranteed by the Borrower or any Guarantor and (viii) a basket for
up to $75 million of loans advanced by GLPI and its subsidiaries for the purpose of funding capital expenditures with respect to gaming facilities and related assets will be permitted, subject to the absence of events of default and pro forma
compliance with the Financial Covenants;



  
 Annex I-18 









									
		 		 		 	(b)	 	 liens; provided that, among other things, (i) liens (including, without limitation, liens on equity interests of subsidiaries of the Borrower) to secure
permitted first lien secured debt and junior secured debt (as described above) shall be permitted, subject to an intercreditor agreement to be on terms substantially as set forth in the Facilities Documentation, (ii) liens to secure permitted
Development Debt will be permitted, (iii) liens to secure permitted purchase money debt or capital leases up to $100 million will be permitted, (iv) liens to secure debt of persons acquired in permitted acquisitions will be permitted, to the extent
not incurred in contemplation of such acquisition, and (v) liens securing obligations in an aggregate amount of less than $50 million will be permitted;

					
		 		 		 	(c)	 	 restricted payments; provided that, subject to the absence of events of default and pro forma compliance with the Financial Covenants (calculated without
excluding Development Debt), restricted payments will be permitted as follows: (i) $100 million of restricted payments minus the amount of prepayments of junior indebtedness as described below under clause (g)(i) and the amount of investments
as described under clause (e)(v) below, (ii) restricted payments in an amount not to exceed the Available Amount (as defined below) will be permitted and (iii) restricted payments will be permitted so long as the Consolidated Senior Secured Net Debt
Ratio (calculated without excluding Development Debt) is less than or equal to 1.75 to 1.00 on a pro forma basis;

					
		 		 		 	(d)	 	 sales of assets (including, without limitation, sales and other transfers of stock of Restricted Subsidiaries of the Borrower); provided that assets
sales shall be permitted so long as (i) no event of default is continuing, (ii) at least 75% of the consideration received by the Borrower and its Restricted Subsidiaries is in the form of cash or cash equivalents (subject to the ability of the
Borrower to designate up to $75 million in the aggregate of non-cash assets as cash consideration) or assets reasonably related to the Borrower’s business and (iii) to the extent required, the proceeds are applied as required under the
mandatory prepayment provisions;

					
		 		 		 	(e)	 	 investments; provided that, among other things, (i) investments (including guarantees) of up to $500 million by the Borrower or any of its Restricted
Subsidiaries will be permitted (subject to the absence of events of default and pro forma compliance with the Financial Covenants), which amount shall be calculated net of amounts received in respect of such investments, (ii) additional investments
will be permitted subject to the absence of events of default and pro forma compliance with a Con-



  
 Annex I-19 









									
		 		 		 		 	 solidated Senior Secured Net Debt Ratio (calculated without excluding Development Debt) less than or equal to 1.75 to 1.00, (iii) investments not to exceed the
Available Amount will be permitted subject to the absence of events of default and pro forma compliance with the Financial Covenants, (iv) the Borrower and its Restricted Subsidiaries may make acquisitions, subject to the absence of events of
default as of the time that the applicable acquisition agreement is entered into and pro forma compliance with the Financial Covenants as of the time that the applicable acquisition agreement is entered into, (v) subject to the absence of events of
default and pro forma compliance with the Financial Covenants, $100 million of investments minus the amount of restricted payments as described above under clause (c)(i) and the amount of prepayments of junior indebtedness as described under
clause (g)(i) below and (vi) investments between or among the Borrower or any of its Restricted Subsidiaries shall be permitted without restriction;

					
		 		 		 	(f)	 	 transactions with affiliates;

					
		 		 		 	(g)	 	 certain prepayments of subordinated, junior lien and certain unsecured indebtedness, subject to the absence of events of default and pro forma compliance with
the Financial Covenants (calculated without excluding Development Debt); prepayments of such indebtedness will be permitted (i) with up to $100 million minus the amount of restricted payments as described above in clause (c)(i) and the amount
of investments as described above in clause (e)(v), and (ii) with usage of the Available Amount (as defined below) and (iii) so long as the Consolidated Senior Secured Net Debt Ratio (calculated without excluding Development Debt) is less than or
equal to 1.75 to 1.00 on a pro forma basis;

					
		 		 		 	(h)	 	 restrictions on subsidiary distributions;

					
		 		 		 	(i)	 	 changes in lines of business;

					
		 		 		 	(j)	 	 changes in fiscal year;

					
		 		 		 	(k)	 	 certain material amendments to the Master Lease;

					
		 		 		 	(l)	 	 mergers and consolidations; and

				
		 		 		 	(m) violation of FCPA and sanctions laws and regulations (including use of proceeds in violation thereof).
			
		 		 	 The Facilities Documentation will include provisions for an “Available Amount”, which shall be calculated in
accordance



  
 Annex I-20 









									
		 		 	 with the Documentation Principles and include, (i) Excess Cash Flow not required to be applied to prepay (or used to voluntarily prepay) the
Facilities as described above under “Mandatory Prepayments and Commitment Reductions” or required to be applied to prepay (or used to voluntarily prepay) any other first lien secured indebtedness, plus (ii) returns in respect of
investments previously made with amounts from the Available Amount without duplication of amounts included in the calculation of Excess Cash Flow, plus (iii) the net cash proceeds of issuance of equity interests of the Borrower (that are not
otherwise applied) and fair market value of non-cash assets acquired in exchange for the issuance of equity interests of the Borrower, plus (iv) upon (A) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, (B) the
merger, consolidation or amalgamation of any Unrestricted Subsidiary with or into a Restricted Subsidiary or the Borrower, or (C) the transfer of assets of an Unrestricted Subsidiary to, or liquidation of an Unrestricted Subsidiary into, the
Borrower or a Restricted Subsidiary, the fair market value of such Unrestricted Subsidiary or such assets of such Unrestricted Subsidiary transferred or liquidated, and minus (v) investments, restricted payments and junior debt payments
previously made with amounts from the Available Amount.

			
		 		 	 As used herein, “Development Debt” means up to $500 million of Indebtedness used to finance expansion capital expenditures,
joint ventures, development projects and casinos and “racinos” where the Borrower or its Restricted Subsidiaries have a management agreement; provided, that (A) the completion thereof is being diligently pursued and construction has
not ceased for a period of 90 consecutive days (other than as a result of a force majeure event or inability to obtain requisite governmental authorizations, so long as such governmental authorizations are being diligently pursued) and (B) no such
Indebtedness shall constitute Development Debt from and after the end of the first full fiscal quarter after the earlier of (x) opening for business, and (y) completion of construction of the applicable expansion capital expenditure, joint venture
or development project.

				
		 	 (c)
	 		 	 Financial Covenants: To be tested quarterly (solely for the benefit of the Lenders under the Revolving Credit Facility and the Term Loan A
Facility) so long as either (i) commitments under the Revolving Credit Facility are outstanding or (ii) Loans under the Term Loan A Facility remain outstanding, and limited to (in each case applicable to the Borrower and its Restricted
Subsidiaries):

				
		 	 (a)
	 		 	 Maximum Consolidated Senior Secured Net Debt Ratio of (i) 3.00 to 1.00 for the period from the first full fiscal quarter ending after the Closing
Date through September 30, 2016; (ii) 2.75 to 1.00 from the fiscal quarter ending December 31, 2016 through the fiscal quarter ending March 31, 2017; and (iii) 2.50 to 1.00
thereafter;



  
 Annex I-21 









									
		 	 (b)
	 		 	 Maximum Consolidated Total Net Leverage Ratio of (i) 4.50 to 1.00 for the period from the first full fiscal quarter ending after the Closing Date
through September 30, 2016; (ii) 4.25 to 1.00 from the fiscal quarter ending December 31, 2016 through the fiscal quarter ending March 31, 2017; (iii) 4.00 to 1.00 from the fiscal quarter ending June 30, 2017 through the fiscal
quarter ending September 30, 2017; and (iv) 3.75 to 1.00 thereafter;

				
		 	 (c)
	 		 	 Minimum Interest Coverage Ratio (to be defined in a manner consistent with the Documentation Principles) of 2.50 to 1.00 (collectively, the
“Financial Covenants”).

				
		 		 		 	 The Financial Covenants will be subject to, among other things, the following:

					
		 		 	(i)	 		 	 The Consolidated Senior Secured Net Debt Ratio and Consolidated Total Net Leverage Ratio will be calculated, among other things, (A) net
of unrestricted cash on hand of the Borrower and its Restricted Subsidiaries in excess of an amount equal to $6,000,000 times the number of operating casino properties (excluding Retama Park Racetrack), (B) excluding guarantees until such time as a
demand for payment is received under the relevant guarantee, (C) excluding earn-out obligations until required to be reflected on the balance sheet of Borrower and its Restricted Subsidiaries in accordance with GAAP, (D) excluding disqualified stock
and undrawn letters of credit, (E) with the indebtedness and Consolidated EBITDA of non-wholly-owned Restricted Subsidiaries included on a pro rata basis in accordance with the Borrower’s ownership percentage of such Restricted Subsidiaries,
(F) with the indebtedness of non-wholly-owned Restricted Subsidiaries excluded by an amount proportional to the amount that the Consolidated EBITDA of such non-wholly-owned Restricted Subsidiary is reduced by the following clause (G), (G) the
Consolidated EBITDA of Restricted Subsidiaries that are not Guarantors shall be excluded to the extent exceeding 20% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries and (H) except as otherwise described in this Summary of
Terms and the Facilities Documentation with respect to the calculation of the Excess Cash Flow prepayment, excluding Development Debt and as reduced by amounts spent to finance expansion, capital expenditures, joint ventures, development projects
and casinos and “racinos” where the Borrower or its Restricted Subsidiaries have a management contract (in an aggregate amount for such Development Debt and



  
 Annex I-22 









									
		 		 		 		 	 reductions not to exceed $500 million) (and Consolidated EBITDA attributable to such Development Debt and other projects shall be annualized
until the fourth full fiscal quarter after such completion or opening);

					
		 		 	 (ii)
	 		 	 The Consolidated Total Net Leverage Ratio shall measure, in the numerator thereof, without duplication, debt for borrowed money, purchase
money debt, capital leases, obligations issued or assumed as the deferred purchase price of property or services (subject to customary exclusions) which are reflected as a liability on the balance sheet of the Borrower in accordance with GAAP, debt
evidenced by promissory notes and similar instruments and guarantees thereof (after demand for payment under such guarantee);

					
		 		 	 (iii)
	 		 	 The Consolidated Senior Secured Net Debt Ratio shall measure, in the numerator thereof, without duplication, debt for borrowed money,
purchase money debt, capital leases, obligations issued or assumed as the deferred purchase price of property or services (subject to customary exclusions) which are reflected as a liability on the balance sheet of the Borrower in accordance with
GAAP, debt evidenced by promissory notes and similar instruments and guarantees thereof (after demand for payment under such guarantee), in each case, that is secured;

					
		 		 	 (iv)
	 		 	 The Interest Coverage Ratio will be calculated (A) with the EBITDA and interest expense attributable to indebtedness of non-wholly-owned
restricted subsidiaries included on a ratable basis in accordance with the Borrower’s ownership percentage of such Restricted Subsidiaries, (B) excluding the interest expense associated with Development Debt, (C) with the Consolidated EBITDA of
Restricted Subsidiaries that are not Guarantors excluded to the extent exceeding 20% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries and (D) excluding the interest expense associated with the indebtedness excluded in clause
(i)(G) above; and

					
		 		 	 (v)
	 		 	 For purposes of calculating the Financial Covenants or any other financial ratio or requirement under the Facilities Documentation, such
calculation shall be made on the basis of GAAP as in effect on the Closing Date (excluding changes in GAAP where neither the Borrower, the Administrative Agent or the requisite lenders elect for such to exclude the impact of
such



  
 Annex I-23 









									
		  		 		 		 	 change) and the characterization of any lease and the treatment of liabilities, interest expense or amortization related thereto, shall be
determined on the basis of GAAP as in effect on the Closing Date; provided that, in any event the Master Lease shall not be treated as indebtedness or a capital lease.

		
	Refinancing Facility:	  	 The Borrower may refinance loans and commitments under the Term Loan A Facility, the Term Loan B Facility, any Incremental Term Loans or loans and
commitments under the Revolving Credit Facility or Incremental Revolving Commitments from time to time in whole or in part, in a principal amount not to exceed the principal amount of indebtedness so refinanced (plus any accrued but unpaid interest,
premiums and fees payable by the terms of such indebtedness thereon and fees, expenses, premiums, original issue discount and upfront fees incurred in connection with such refinancing), with one or more new facilities (each, a
“Refinancing Facility”) under the Term Loan A Facility, the Term Loan B Facility, any Incremental Term Loans or Revolving Credit Facility with the consent of the Borrower, the Administrative Agent (which consent shall not be
unreasonably withheld or delayed) and the lenders providing such Refinancing Facility or with one or more additional series of (a) senior unsecured notes or loans or senior subordinated notes or loans, (b) senior secured notes that will be secured
by the Collateral on a pari passu basis with the Facilities (but without regard to control of remedies) or (c) junior lien secured notes or loans that will be secured on a junior basis to the Facilities (such notes or loans, “Refinancing
Notes” and, together with any Refinancing Facility, the “Refinancing Debt”); provided that (i) any Refinancing Facility or Refinancing Notes do not mature prior to the maturity date of the facility being
refinanced, or have a shorter weighted average life than the loans under the facility being refinanced (without giving effect to any prepayments thereof) as of the date of determination, (ii) there shall be no borrowers or guarantors in respect of
any Refinancing Facility or Refinancing Notes that are not the Borrower or a Guarantor, (iii) if secured, such Refinancing Facility or Refinancing Notes shall not be secured by any assets that do not constitute Collateral, (iv) the other terms and
conditions of such Refinancing Facility or Refinancing Notes (excluding pricing and optional prepayment or redemption terms) are (taken as a whole) no more favorable to the lenders providing such Refinancing Facility or Refinancing Notes, as
applicable, than those applicable to the portion of the facility being refinanced (except for covenants or other provisions applicable only to periods after the latest final maturity date of the Facilities (at the time of such refinancing)), (v) the
proceeds of any Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the ratable prepayment of outstanding loans under the facility tranche being so refinanced, and (vi) any secured Refinancing Notes shall be
subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent.



  
 Annex I-24 









									
		
	 Events of Default:
	  	 Events of default shall consist solely of the following (and, in each case, subject to customary exceptions, grace periods and thresholds):
nonpayment of principal, interest and other amounts due under the Facilities Documentation, default in the performance of covenants (subject, in the case of certain affirmative covenants, to customary cure periods), representations and warranties
prove to have been false or misleading in any material respect (or in any respect in the case of any such representation or warranty that is already qualified by materiality or material adverse effect), cross-event of default to material
indebtedness (provided that a breach of Financial Covenants will not result in an Event of Default with respect to the Term Loan B Facility unless the Lenders under the Revolving Credit Facility and the Term Loan A Facility have elected to
accelerate the maturity of the Revolving Credit Facility and the Term Loan A Facility), bankruptcy of the Borrower or any material Restricted Subsidiary of the Borrower, material judgments (that remain undischarged or are not stayed for a 60 day
period), material ERISA events, failure of security interests and liens with respect to a material portion of the Collateral, failure or repudiation of the Guarantees (other than in connection with permitted transactions under the Facilities
Documentation), unenforceability of the Facilities Documentation or repudiation thereof by the Borrower or any Guarantor, the occurrence of a change of control, certain revocations of material licenses by a gaming authority that continues for 30
days, termination of the Master Lease, a cross-event of default to certain “events of default” under the Master Lease; and invalidity of intercreditor agreements (if any).

		
	Unrestricted Subsidiaries:	  	 The Facilities Documentation will contain customary provisions pursuant to which the Borrower will be permitted to designate any existing or
subsequently acquired or organized subsidiary as an “unrestricted subsidiary” (other than certain subsidiaries to be agreed, including the OpCo Master Tenant and the owners or operators of the casino properties subject to the Master Lease)
(each, an “Unrestricted Subsidiary”) and subsequently re-designate any such Unrestricted Subsidiary as a Restricted Subsidiary so long as immediately after giving effect to such designation as an Unrestricted Subsidiary
(which designation shall be treated as an investment in an amount equal to the fair market value of all assets of such Unrestricted Subsidiary at the time of such designation), (i) the Borrower shall be in compliance with the investments covenant,
(ii) there shall be no event of default under the Facilities Documentation and (iii) the Borrower shall be in pro forma compliance with the Financial Covenants. Unrestricted Subsidiaries will not be subject to the representations and warranties,
covenants, events of default or other provisions of the Facilities Documentation, and the results of operations and indebtedness of Unrestricted Subsidiaries will not be taken into account for purposes of calculating any financial ratios contained
in the Facilities Documentation.



  
 Annex I-25 









									
		
	Debt Buy-Back:	  	 Loans under the Term Loan Facilities shall be subject to customary loan buy-back provisions (through “Dutch auction” and open-market
purchases) for the Term Loan A Facility, Term Loan B Facility and Incremental Term Loans, including the absence of events of default and no usage of the Revolving Credit Facility to fund buy-backs; provided that open market purchases shall
not exceed 20% of the initial principal amount of the Term Loan A Facility, Term Loan B Facility and any Incremental Term Loans, in the aggregate; provided further, that any such Term Loans so purchased shall be immediately cancelled.
Additionally, the Borrower will be permitted to buy-back loans under the Revolving Credit Facility from defaulting lenders so long as there are no continuing events of default and the Revolving Credit Facility is not used to fund such purchases;
provided that such purchases shall not exceed 20% of the initial maximum principal amount of the Revolving Credit Facility and any Incremental Revolving Commitments unless the Administrative Agent consents to an additional amount; provided
further, that any such loans under the Revolving Credit Facility so purchased shall be immediately cancelled and the commitments in respect thereof terminated. No representations as to the absence of material information shall be required in
connection with such “Dutch auction” and open market purchases and the parties to such transactions shall deliver customary “big boy” letters in connection therewith.

	Assignments and	  		 		 		 	
	Participations:	  	 Usual and customary for facilities of this type; provided that the consent of the Borrower (which consent shall not be unreasonably withheld
or delayed) shall be required for assignments except (a) after the occurrence and during the continuation of a payment or bankruptcy (with respect to the Borrower) event of default, (b) under the Term Loan A Facility if such assignment is made to
another Lender under the Term Loan A Facility or an affiliate or approved fund of a Lender under the Term Loan A Facility, (c) under the Revolving Credit Facility if such assignment is made to another Lender under the Revolving Credit Facility or
(d) under the Term Loan B Facility if such assignment is made to another Lender under the Term Loan B Facility or an affiliate or approved fund of a Lender under the Term Loan B Facility; provided that, except during the existence of a
payment or bankruptcy (with respect to the Borrower) event of default, the Borrower’s consent (which consent shall not be unreasonably withheld or delayed) shall be required if, as a result of such assignment, a Lender and its affiliates and
approved funds would hold greater than $235 million in loans and commitments under the Facilities; and provided, further, no loans or commitments under the Facilities may be assigned to defaulting lenders or Disqualified Lenders. The
Borrower will be deemed to have given consent to a proposed assignment otherwise required if, after 10 business days following written request for such consent, it has not objected to such assignment. Except in connection with debt buy-backs as
described above, no assignments will be permitted to the Borrower or any of its subsidiaries or affiliates.



  
 Annex I-26 









									
		
		  	 Lenders will have the right to participate their commitments and Loans to other financial institutions (other than Disqualified Lenders);
provided that such participations shall not reduce or eliminate any of such Lenders’ obligations under the Facilities Documentation. Participants shall have the same benefits as Lenders with respect to yield protection and increased cost
provisions subject to customary limitations and restrictions. Voting rights of participants shall be subject to customary limitations.

		
	 Waivers and Amendments:
	  	 Amendments and waivers of the Facilities Documentation shall require the approval of Lenders holding more than 50% of the aggregate amount of the
loans and commitments under the Facilities (the “Required Lenders”), except that (a) the consent of each affected Lender (and not the Required Lenders) shall be required with respect to (i) increases in the commitment of such
Lender, (ii) reductions or forgiveness of principal, interest or fees payable to such Lender, (iii) extensions of final maturity or scheduled amortization of the loans or commitments of such Lender or of the date for payment to such Lender of any
interest or fees and (iv) changes that impose any additional restriction on such Lender’s ability to assign any of its rights or obligations, (b) the consent of each Lender shall be required with respect to (i) modification to voting
requirements or percentages, (ii) amendment of certain pro rata sharing provisions and (iii) releases of all or substantially all of the value of the Guarantees, or all or substantially all of the Collateral, (c) the approval of Lenders holding more
than 50% of the aggregate amount of the Loans and commitments under a particular tranche of the Facilities shall be required for certain amendments affecting such tranche and (d) the consent of the Administrative Agent, the Issuing Banks and the
Swingline Lender shall be required with respect to amendments and waivers affecting its rights or duties.

		
		  	 Lenders under each of the Revolving Credit Facility and the Term Loan A Facility holding a majority of the sum of the commitments under the
Revolving Credit Facility and the existing loans under the Term Loan A Facility shall have the sole right to consent to any amendment, waiver or modification of the Financial Covenants (and related definitions as used with respect to the Financial
Covenants but not as used in other sections of the credit agreement).

		
		  	 The Facilities Documentation will permit amendments thereof without the approval or consent of the Lenders to effect a permitted “repricing
transaction” (i.e., a transaction in which any tranche of loans or commitments under the Facilities is refinanced with a replacement tranche of loans or commitments, or is modified with the effect of, bearing a lower rate of interest) other
than any Lender subject to such “repricing transaction” that will continue as a Lender in respect of the repriced or modified loans or commitments.



  
 Annex I-27 









			
		  	 The Facilities Documentation will contain customary provisions allowing the Borrower to replace a Lender or terminate the commitment of a Lender and prepay such
Lenders’ outstanding loans in full in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly adversely affected thereby (so long as the Required Lenders (or in the case of an amendment or waiver
directly affecting a particular tranche, Lenders holding a majority of the commitments and loans under such tranche) have approved the amendment or waiver), and increased costs, taxes, etc.

		
	Indemnification and Expenses:	  	 The Borrower will indemnify the Lead Arrangers, the Administrative Agent, the Documentation Agents and the Lenders, their respective affiliates, successors and
assigns and the partners, officers, directors, employees, agents, advisors, representatives, controlling persons and members of each of the foregoing (each, an “Indemnified Person”) and hold them harmless from and against all
reasonable and documented out-of-pocket costs, expenses (including reasonable and documented out-of-pocket fees, disbursements and other charges of one primary external counsel for all Indemnified Persons taken as a whole, and if necessary, one
special gaming and local counsel in each relevant jurisdiction for all Indemnified Persons and, solely in the case of an actual or perceived conflict of interest, one additional primary external counsel and one additional special gaming and local
counsel in each relevant jurisdiction to each group of similarly situated affected Indemnified Persons taken as a whole), claims, damages, losses and liabilities (including, without limitation, arising out of or relating to any claim or any
litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its affiliates or equityholders)) that relate to or
arise out of any aspect of the Transactions or any related transaction (except to the extent arising directly out of such Indemnified Party’s or its affiliates’ provision of a lending commitment or any other financing or other advisory
services to GLPI in connection with the Transactions or any related transaction) and the use or proposed use of the Facilities; provided that no Indemnified Person will be indemnified for any cost, expense or liability (i) to the extent they
are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith, or gross negligence of such Indemnified Person or any Related Party, (ii) to the extent arising from a
material breach of the obligations of such Indemnified Person or any of its Related Parties under the Facilities Documentation as determined by a final non-appealable judgment of a court of competent jurisdiction or (iii) to the extent arising from
any dispute solely among Indemnified Persons other than any claims against any Indemnified Person in its capacity or in fulfilling its role as administrative agent or arranger or any similar role under the Facilities and other than any claims
arising out of any act or omission on the part of the Borrower and its affiliates. In addition, the Borrower shall pay (a) all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable
and



  
 Annex I-28 









			
		  	 documented out-of-pocket fees, disbursements and other charges of one external counsel, and if necessary, one special gaming and local counsel, for all
Indemnified Persons) of the Lead Arrangers, the Administrative Agent and the Documentation Agents in connection with the syndication of the Facilities, the preparation and administration of the Facilities Documentation, and amendments, modifications
and waivers thereto and (b) all reasonable and documented out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of one external counsel, and if necessary, one special gaming and local counsel in each relevant
jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional primary external counsel and one additional special gaming and local counsel in each relevant jurisdiction to each group of similarly situated
affected Indemnified Persons taken as a whole) of the Lead Arrangers, the Administrative Agent, the Documentation Agents and the Lenders for enforcement costs and documentary taxes associated with the Facilities.

		
	 Governing Law:
	  	 New York.

		
	 Counsel to the
	  	
	 Administrative Agent:
	  	 Latham & Watkins LLP.

		
	 Miscellaneous:
	  	 Each of the parties shall (i) waive its right to a trial by jury and (ii) submit to New York jurisdiction.



  
 Annex I-29 








 ANNEX II 

CONDITIONS PRECEDENT TO CLOSING 

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex II is
attached. 
 The initial funding of the loans under the Facilities will be subject to the following conditions precedent:

 (i)       Pinnacle and the Borrower shall have entered into the
Separation and Distribution Agreement (as defined in Annex III) in substantially the form (including the schedules and exhibits thereto) attached to the Merger Agreement as Exhibit C thereto, without any amendments, modifications, consents or
waivers thereto that are materially adverse to the Lenders, unless approved by the Lead Arrangers (such approval not to be unreasonably withheld, conditioned or delayed). The Spin-Off shall be consummated substantially concurrently with
the initial funding of the Facilities (or the Lenders shall otherwise have reasonable assurance that the Spin-Off will occur on the Closing Date), with the Borrower owning, directly or indirectly,
substantially all of the assets to be held by the Borrower in accordance with the Separation and Distribution Agreement without giving effect to any waiver, amendment, modification or consent thereto from the form thereof attached as Exhibit C to
the Merger Agreement that are materially adverse to the interests of the Lenders, unless approved by the Lead Arrangers (such approval not to be unreasonably withheld, conditioned or delayed). The Master Lease shall be effective on the Closing
Date (or the Lenders shall otherwise have reasonable assurance that the Master Lease will be effective on the Closing Date), in substantially the form (including the schedules and exhibits thereto) attached as Exhibit B to the Merger Agreement,
without any amendments, modifications, consents or waivers thereto that are materially adverse to the Lenders, unless approved by the Lead Arrangers (such approval not to be unreasonably withheld, conditioned or delayed) (it being understood
and agreed that if at any time prior to the Closing Date, there is an amendment or modification to the Separation and Distribution Agreement and/or the Master Lease, Pinnacle and the Borrower shall provide such amendment or modification to the Lead
Arrangers, and to the extent the Lead Arrangers do not provide a written notice of objection to such amendment or modification as being materially adverse to the Lenders within seven (7) business days of receipt thereof, the Lead Arrangers
shall be deemed to have approved of such amendment or modification). 

(ii)      The Lead Arrangers shall have received: (A) audited financial
statements of Pinnacle for the most recent fiscal year of Pinnacle ended more than 90 days prior to the Closing Date; (B) quarterly financial statements of Pinnacle for the period (if any) commencing after the end of the most recent audited
financial statements of Pinnacle and ending on the last day of the most recent fiscal quarter (other than the fourth fiscal quarter) ended at least 45 days prior to the Closing Date and (C) an unaudited consolidated pro forma balance sheet and
income statement of the Borrower and its subsidiaries for the four fiscal quarter period ended as of the last day of the most recent financial statements referred to in (A) and (B) above, prepared after giving effect to the Transactions as
if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement). 

  
 Annex II-1 








 (iii)      The Specified
Representations shall be true and correct in all material respects (except for those representations qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the Closing Date. 

(iv)      All fees then due to the Administrative Agent and the Lead Arrangers
under the Fee Letter shall have been paid, and all expenses contemplated by the Commitment Letter and the Fee Letter to be paid or reimbursed to the Administrative Agent and the Lead Arrangers that have been invoiced a reasonable period of time
prior to the closing of the Facilities (and in any event, invoiced at least 3 business days prior to the closing of the Facilities (except as otherwise agreed by the Borrower)) shall have been paid from the proceeds of the fundings under the
Facilities Documentation on the Closing Date or otherwise. 

(v)       After giving effect to the Transactions, the Borrower and its
subsidiaries shall have outstanding no indebtedness for borrowed money other than (a) the Loans and other extensions of credit under the Facilities, (b) other indebtedness permitted to be outstanding pursuant to the terms of the Facilities
Documentation, (c) the Senior Unsecured Notes, (d) purchase money indebtedness and capital lease obligations incurred in the ordinary course of business and (e) other indebtedness not to exceed $5,000,000 (it being understood that the
Master Lease will be treated as an operating lease for all purposes under the Facilities Documentation and shall not be included as indebtedness for purposes of this clause (v)(e)). The Lead Arrangers shall have received customary evidence
(i) that the Existing Credit Agreement will be repaid substantially concurrently with, or on the Closing Date promptly following, the initial funding of the Facilities, and in connection therewith, all liens on the assets of the Borrower and
its subsidiaries securing the Existing Credit Agreement (other than any cash collateral securing letters of credit issued under the Existing Credit Agreement except for any such letters of credit as shall be deemed to have been issued under the
Revolving Credit Facility) shall be terminated (which may be evidenced pursuant to a customary payoff letter or similar instrument)) and (ii) of the redemption, discharge or defeasance of the Existing Notes (as defined in Annex III),
substantially concurrently with, or on the Closing Date promptly following, the initial funding of the Facilities, or the modification of the Existing Notes in a manner that discharges or releases the Borrower and its subsidiaries from liability
thereunder (including under any guarantees thereof) and permits the Spin-Off to occur prior to, substantially concurrently with, or on the Closing Date promptly following, the initial funding of the Facilities. 

(vi)      On or prior to the Closing Date, the Senior Unsecured Notes shall have
been issued in an aggregate gross principal amount of $300 million and the Lead Arrangers shall have received $350 million in aggregate principal amount of commitments from Lenders for the Term Loan B Facility; provided that, the Borrower
may, in its sole discretion, increase or decrease the Term Loan B Facility by up to $125 million and increase or decrease the Senior Unsecured Notes by up to $125 million, so long as after giving effect to such increases and/or decreases the
aggregate amount of the Senior Unsecured Notes and Term Loan B Facility are equal to at least $575 million and do not exceed $650 million. 

(vii)     Each of the Borrower and the applicable Guarantors, if any, under each
Facility shall have provided the documentation and other information to the applicable Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act,
at least 5 business days prior to the closing of the Facilities, to the extent requested at least 10 business days prior to the closing of the Facilities. 

  
 Annex II-2 








 (viii)    The condition set forth in
Section 6.1(e) of the Merger Agreement as to gaming approvals shall have been satisfied or waived by the parties to the Merger Agreement. 

(ix)      The Initial Lenders shall have received a solvency certificate
substantially in the form of Exhibit A hereto from the chief financial officer, chief accounting officer or other financial officer of the Borrower. The Administrative Agent and the Lenders shall have received customary opinions of counsel to
the Borrower and any applicable Guarantors under the Facilities (which shall cover, among other things, existence and good standing, authority, execution, delivery, legality, validity, binding effect and enforceability of the documents for the
Facilities and, to the extent applicable, creation and perfection of the liens granted thereunder, and Investment Company Act matters, subject to customary qualifications; provided however, that this requirement shall be subject to
Section 5 of the Commitment Letter) and of appropriate local counsel and other customary corporate resolutions, secretary’s certificates, evidence of existence and good standing of the Borrower and the Guarantors from the applicable
Secretary of State and officer’s certificates. 
 (x)       In each
case, subject to Section 5 of the Commitment Letter, the Borrower and the Guarantors shall have entered into security documents, and authorized, executed and/or delivered (as applicable) all filings and instruments necessary in order to provide
for the grant and perfection of liens on the Collateral, in a manner consistent with the Documentation Principles (it being understood that no real estate mortgages or barge or vessel mortgages shall be required to be entered into on the Closing
Date). The Borrower shall have used commercially reasonably efforts to provide the Lenders with endorsements naming the Administrative Agent, on behalf of such Lenders, as an additional insured or loss payee, as the case may be, under all insurance
policies to be maintained with respect to the properties of the Borrower and its subsidiaries forming part of the Collateral under the Facilities. 

(xi)      The Closing Date shall not occur prior to November 20, 2015. 


  
 Annex II-3 








 ANNEX III 

TRANSACTION DESCRIPTION 

Capitalized terms used but not defined in this Annex III shall have the meanings set forth in the Commitment Letter or
the other Annexes to the Commitment Letter. In the case of any such capitalized term that is subject to multiple differing definitions, the appropriate meaning thereof in this Annex III shall be determined by reference to the context in which
it is used. 
 Pinnacle, the Borrower and GLPI will enter into a Separation and Distribution Agreement on or about the
Closing Date (the “Separation and Distribution Agreement”). Pinnacle will, in a series of related transactions (the “Restructuring”), cause substantially all of the Borrower’s and the
Borrower’s subsidiaries’ real property assets, vessels and related improvements (the “Real Property”) to be transferred to Pinnacle or a wholly-owned subsidiary of Pinnacle, other than the Borrower or a subsidiary
of the Borrower in accordance with the Separation and Distribution Agreement (provided that certain of such real property may be retained by the Borrower and its subsidiaries and become subject to the transfer provisions contemplated under
the Separation and Distribution Agreement). 
 Pinnacle has entered into an agreement and plan of merger with GLPI and a
wholly-owned subsidiary of GLPI (including the exhibits and schedules thereto, the “Merger Agreement”), dated as of July 20, 2015. Under the Merger Agreement and the Separation and Distribution Agreement, the capital
stock of a subsidiary of Pinnacle to be determined (“SpinCo”) will be distributed as a dividend (the “Spin-Off”) to the shareholders of Pinnacle, and immediately following the Spin-Off, Pinnacle will
be merged into a wholly-owned subsidiary of GLPI (the “Acquisition”). At the time of the Spin-Off, substantially all of the non-real estate property assets of Pinnacle (as specified in the Separation and Distribution
Agreement) will be held by SpinCo and its subsidiaries. 
 At or about the time of the Spin-Off, a wholly-owned subsidiary
of GLPI (which may include Pinnacle or a wholly-owned subsidiary of Pinnacle to be acquired by GLPI on the Closing Date) (the “Lessor”) and a wholly-owned subsidiary of SpinCo (the “Lessee”) will enter
into a lease (the “Master Lease”), pursuant to which the Real Property will be leased by the Lessor to the Lessee. The Master Lease will be a “triple net” lease and the Lessee’s obligations under the Master
Lease will be guaranteed by certain subsidiaries of SpinCo. 
 In connection with the Restructuring, (i) the Existing
Credit Agreement will be repaid in full (the “Existing Credit Agreement Payoff”) and (ii) Pinnacle’s 7.75% Senior Subordinated Notes due 2022, 8.75% Senior Subordinated Notes due 2020, 6.375% Senior Notes due 2021
and 7.50% Senior Notes due 2021 (collectively, the “Existing Notes”) will be (x) redeemed, discharged, defeased or otherwise satisfied or acquired by GLPI or a wholly-owned subsidiary of GLPI (which may include Pinnacle
or a wholly-owned subsidiary of Pinnacle to be acquired by GLPI on the Closing Date) (the “Notes Refinancing”) or (y) modified in a manner to permit the Spin-Off and release SpinCo and its subsidiaries from any further
liability thereunder (the “Notes Consent”). 
 The Borrower will obtain the Facilities and issue the
Senior Unsecured Notes (collectively, the “Financing Transactions”; the Financing Transactions and the Spin-Off are referred to collectively as the “Financing and Spin-Off  Transactions”). 

GLPI will obtain proceeds of debt facilities and/or equity issuances sufficient, along with other cash available to GLPI, and
proceeds from the Facilities and the Senior Unsecured Notes provided by the 

  
 Annex III-1 








 
Borrower to GLPI (such proceeds provided by the Borrower, the “SpinCo Payoff Amount”) to cause the Existing Credit Agreement Payoff to be consummated and to either cause
the Notes Refinancing to be consummated or the Notes Consent to be obtained. 
 Proceeds from the Facilities and the Senior
Unsecured Notes, along with funds provided by GLPI will be utilized in connection with the Restructuring to consummate (a) the Existing Credit Agreement Payoff, (b) the Notes Refinancing or the Notes Consent and (c) to pay fees and
expenses related to the Facilities, the Senior Unsecured Notes, the Restructuring and the Spin-Off, and for working capital and general corporate purposes. 

The transactions described above are collectively referred to as the “Transactions”. 

The date of the initial borrowings under the Facilities is referred to in this Commitment Letter and its Annexes as the
“Closing Date”. 

  
 Annex III-2 








 ANNEX IV 

MISSOURI SECURITY LIMITATIONS 

Capitalized terms used but not defined in this Annex IV shall have the meanings set forth in the Commitment Letter or the other
Annexes to the Commitment Letter. In the case of any such capitalized term that is subject to multiple differing definitions, the appropriate meaning thereof in this Annex IV shall be determined by reference to the context in which it is
used. 
  

	 	1.	 The Administrative Agent, the Collateral Agent, the Lenders and any other secured parties under the Facilities (collectively, the
“Financing Parties”) will not have any security interest or rights of any kind related to possession or ownership of any gaming license (the “Missouri Licenses”) issued by the Missouri Gaming
Commission (the “Missouri Commission”) in which the Borrower or any of its subsidiaries owns or holds an interest (the “Missouri Licensees”), or any interest in the Missouri Licenses,
including but not limited to rights as a pledgee, hypothocatee or transferee, and the definitive security agreement contemplated by the Commitment Letter will contain a section devoted specifically to Missouri law requirements and include language
that specifies the Administrative Agent’s or the Collateral Agent’s (as applicable) acknowledgment that the security interest granted in such security agreement does not authorize any pledge, hypothecation or transfers of gaming licenses
(or any interest therein) issued under the Missouri Riverboat Gambling Act or any security interest attached to any such license. The prohibitions and other limitations set forth in this paragraph shall apply to the extent and for so long as, the
security interests, rights, and interests referenced in this paragraph are prohibited by or are a violation of Missouri gaming laws, rules or regulations. 


  

	 	2.	 The Financing Parties will not have any security interest or rights of any kind related to possession or ownership of any ownership interest, as
defined in 11 CSR 45-10.040, including but not limited to rights as a pledgee, hypothocatee or transferee, in the Missouri Licensees, except that, (i) to the extent otherwise provided in the Commitment Letter, the Administrative Agent or the
Collateral Agent (as applicable) may be granted on behalf of the Financing Parties a pledge of the ownership interests of the Missouri Licensees, (ii) to the extent otherwise provided in the Commitment Letter, the Administrative Agent or the
Collateral Agent (as applicable), on behalf of the Financing Parties may obtain security interests in substantially all of the assets of the Missouri Licensees, subject to certain exceptions to be agreed, (iii) the definitive security agreement
contemplated by the Commitment Letter will contain general statements that gaming authority approval may be required before pledged collateral can be sold and that pledged collateral and its sale may be subject to gaming law requirements that limit
to whom the collateral may be transferred and (iv) the definitive security agreement contemplated by the Commitment Letter will contain a section devoted specifically to Missouri law requirements and will include language concerning 30 days’
notice to the Missouri Commission prior to transfer of ownership of a Missouri Licensee in accordance with the terms of such security agreement. The prohibitions and other limitations set forth in this paragraph shall apply to the extent and for so
long as, the security interests or rights referenced therein are so restricted under Missouri gaming laws, rules and regulations. 



  
 Annex IV-1 









	 	3.	 The Financing Parties will not have any security interest or rights of any kind related to possession or ownership of any slot machine, as defined
in 11 CSR 45-10.055, including but not limited to rights as a pledgee, hypothocatee or transferee, except that, the definitive security agreement contemplated by the Commitment Letter may include a grant of a security interest in slot machines
located in Missouri and such security agreement will contain a section devoted specifically to Missouri law requirements and include an acknowledgment that Missouri law does not presently permit, and the security interest granted by such security
agreement will not authorize, the Administrative Agent or the Collateral Agent (as applicable) to foreclose, take possession, or otherwise exercise ownership or possessory rights of any slot machine (as defined in 11 CSR 45.10.055) located or to be
located in the State of Missouri without the Administrative Agent or the Collateral Agent (as applicable) holding a valid license issued by the Missouri Commission, or in the alternative, the creation of a different mechanism that is in compliance
with applicable Missouri laws and is acceptable to the Missouri Commission. The prohibitions and other limitations set forth in this paragraph shall apply to the extent and for so long as, the security interests or rights referenced therein are so
restricted under Missouri gaming laws, rules and regulations. 


  

	 	4.	 Pinnacle hereby informs the Administrative Agent and the Collateral Agent that no security interest or rights of any kind related to possession or
ownership of any ownership interest, as defined in 11 CSR 45-10.040, in any Missouri Licenses or Missouri Licensee, including but not limited to rights as a pledgee, hypothocatee or transferee of such interest, may be utilized or acted upon to allow
the Financing Parties to gain title, ownership, possession or control of such ownership interest or the ability to require such ownership interest to be transferred in any way, unless the Director of the Missouri Commission has received written
notice from the Financing Parties at least thirty (30) days prior to the Financing Parties so utilizing or acting upon such security interest or rights. 


  

	 	5.	 Pinnacle hereby informs the Administrative Agent and the Collateral Agent that the restrictions described above will remain effective throughout
the time that the Loans are outstanding and that no changes to such restrictions can be effective unless the Borrower or any other representative of the Financing Parties has given the Director of the Missouri Commission prior written notice of such
changes and all necessary approvals have been obtained. 



  
 Annex IV-2 








 EXHIBIT A 

FORM OF SOLVENCY CERTIFICATE 

SOLVENCY CERTIFICATE OF 
 BORROWER
AND ITS SUBSIDIARIES 
 Pursuant to the Credit Agreement2, the undersigned hereby
certifies, solely in such undersigned’s capacity as [chief financial officer] [specify other officer with equivalent duties] of the Borrower, and not individually, as follows: 

As of the date hereof, after giving effect to the consummation of the Transactions, including the making of the Loans under the Credit
Agreement and the issuance of the Senior Unsecured Notes on the date hereof, and after giving effect to the application of the proceeds of such Loans and of the Senior Unsecured Notes: 

 

	 	1.	The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, senior, subordinated, contingent or otherwise;


  

	 	2.	The present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of
their debts and other liabilities, senior, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; 

  

	 	3.	The Borrower and its Subsidiaries, on a consolidated basis, will be able to pay their debts and liabilities, senior, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and


  

	 	4.	The Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. 


For purposes of this Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be
expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 

The undersigned is familiar with the business and financial position of the Borrower and its Subsidiaries. In reaching the conclusions set
forth in this Certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by the Borrower and
its Subsidiaries after consummation of the Transactions contemplated by the Commitment Letter. 
 [Signature Page Follows] 

 
  

 

	2 	 Credit Agreement to be defined. 



  
 Exhibit A-1 








 IN WITNESS WHEREOF, the undersigned has executed this Certificate in such undersigned’s
capacity as [chief financial officer] [specify other officer with equivalent duties] of the Borrower, on behalf of the Borrower, and not individually, as of the date first stated above. 

 

					
	[BORROWER]	 	
			
	By	 	  
	 	
			
		 	Name:	 	
		 	Title:	 	



  
 Exhibit A-1