First Amendment to Fourth Amended and Restated Credit Agreement



 Exhibit 10.2 
 FIRST AMENDMENT TO FOURTH 
 AMENDED AND RESTATED CREDIT AGREEMENT

 This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as
of March 19, 2012, is made by and among PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”) and BARCLAYS BANK PLC, as the administrative agent (the “Administrative Agent”).

 Recitals 
 Whereas, the Borrower and the Administrative Agent have entered into that certain Fourth Amended and Restated Credit Agreement, dated as of August 2, 2011 (as amended, restated,
supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as
Lenders, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as joint lead arrangers and joint book runners, Bank of America, N.A., JPMorgan Chase Bank, N.A., Credit Agricole Corporate and Investment Bank,
Deutsche Bank Securities Inc. and Wells Fargo Bank, N.A., as Syndication Agents, UBS Securities LLC and Capital One National Association, as Senior Managing Agents, and the Administrative Agent. Unless otherwise noted herein, any terms defined in
the Credit Agreement and not defined in this Amendment are used herein as defined in the Credit Agreement after giving effect to this Amendment. 
 Whereas, the Borrower, certain Lenders and certain banks, financial institutions or other entities have delivered to the Administrative Agent that certain Incremental Facility Activation
Notice and New Lender Supplement dated as of March 19, 2012 (the “Activation Notice”), pursuant to which (a) those certain banks, financial institutions or other entities (the “New Lenders”) have become
Lenders under the Credit Agreement and (b) the Lenders and New Lenders party thereto agreed to make Incremental Term Loans (referred to herein as the “Series A Incremental Term Loans”) to the Borrower on the date hereof
(referred to herein as the “Series A Incremental Facility Effective Date”); 
 Whereas, pursuant
to Section 2.8(d) and the last paragraph of Section 10.1 of the Credit Agreement, the Administrative Agent and the Borrower may enter into amendments to the Credit Agreement in connection with the establishment of Incremental Term Loans,
and such amendments shall not require the approval of the Lenders; 
 Whereas, subject to the terms and conditions
set forth herein, the Administrative Agent and the Borrower are willing to amend the Credit Agreement as hereinafter set forth. 

Now Therefore, in consideration of the premises and the mutual agreements set forth herein, the Administrative Agent and
the Borrower agree as follows: 
 Section 1. Amendments to Credit Agreement. Subject to the conditions and upon
the terms set forth in this Amendment and in reliance on the representations and warranties of the Borrower set forth in this Amendment, the Credit Agreement is hereby modified and amended, as of the First Amendment Effective Date, as follows:

 1.1 Amendment to Section 1.1. The definition of “Eurodollar Rate” is hereby amended to add the
following at the end of such definition: 
 “Notwithstanding the foregoing, solely with respect to Series A
Incremental Term Loans, the Eurodollar Rate shall at no time be less than 1.0%.” 

  
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 1.2 Amendment to Section 1.1. The definition of “Loan Documents” is
hereby amended by replacing “and the Notes” with “, the Notes, the Incremental Facility Activation Notice and New Lender Supplement dated as of March 19, 2012 and any agreement effectuating any amendment, restatement, supplement
or modification to any of the foregoing”. 
 1.3 Amendment to Section 1.1. The definition of “Series A
Incremental Facility Effective Date” and “Series A Incremental Term Loans” shall be inserted in the appropriate alphabetical order and shall be as follows: 

““Series A Incremental Facility Effective Date”: March 19, 2012.” 

““Series A Incremental Term Loans”: those Incremental Term Loans funded under
Section 2.8 on or about the Series A Incremental Facility Effective Date.” 
 1.4 Amendment to
Section 2.10. Section 2.10 of the Credit Agreement is hereby amended to add clause (e) to the end of such section as follows: 
 “(e) Upfront Fees. The Borrower agrees to pay on the Series A Incremental Facility Effective Date to the Administrative Agent for the benefit of those Lenders (including New Lenders) providing
Series A Incremental Term Loans on the Series A Incremental Facility Effective Date closing fees to each such Lender (including each New Lender) as fee compensation for the funding of such Lender’s (including each New Lender) Series A
Incremental Term Loans in an amount equal to 1.0% of the stated principal amount of such Lender’s (including each New Lender) Series A Incremental Term Loans funded on the Series A Incremental Facility Effective Date.” 

1.5 Amendment to Section 2. Section 2 of the Credit Agreement is hereby amended to add Section 2.28 thereto as
follows: 
 “2.28 Prepayment Premium. Notwithstanding any other provision contained in this Agreement
to the contrary, in the event all or any portion of the Series A Incremental Term Loans is subject to a Repricing Event, the Borrower shall pay or cause to be paid to each Lender whose Series A Incremental Term Loans are prepaid or repaid in whole
or in part, or which is required to assign any of its Series A Incremental Term Loans pursuant to Section 2.25(d) in connection with such Repricing Event, an amount equal to 1.0% of the amount of such Lender’s Series A Incremental
Term Loans so prepaid, repaid or assigned if such Repricing Event occurs prior to the first anniversary of the Series A Incremental Facility Effective Date. “Repricing Event” means (a) any prepayment or repayment of Series A
Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new or replacement tranche of term loans bearing interest at an “effective” interest rate that is less than the
“effective” interest rate then applicable to the Series A Incremental Term Loans and (b) any amendment or other modification of this Agreement that, directly or indirectly, reduces the “effective” interest rate applicable to
the Series A Incremental Term Loans (with “effective” interest rate for all purposes of this Section 2.28 to give effect to all upfront or similar fees or original issue discount (in each case, with original issue discount and
upfront or similar fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to
maturity), the relevant Applicable Margin, and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, 

  
 2 








 
structuring or like fees payable in connection therewith that are not shared with all lenders). Determination of the “effective” interest rate shall be made by Administrative Agent in a
manner determined by it to be consistent with accepted financial practice; provided that Administrative Agent shall have no obligation to make any such determination absent a request therefor by Borrower; provided further that
Borrower and each Lender hereby agree that Administrative Agent shall not be liable or responsible for any loss, cost or expense suffered by Borrower or such Lender as a result of such determination.” 

1.6 Amendment to Section 7.1(b). Section 7.1(b) of the Credit Agreement (Financial Condition Covenants—Consolidated
Total Leverage Ratio) is hereby amended by adding an additional row at the end of the table provided in such section as follows: 
  

			
	September 30, 2016 and thereafter	  	4.50 to 1.00

 1.7 Amendment to Section 7.1(c). Section 7.1(c) of the Credit Agreement (Financial
Condition Covenants—Minimum Consolidated Interest Coverage Ratio) is hereby amended by adding an additional row at the end of the table provided in such section as follows: 

 

			
	September 30, 2016 and thereafter	  	2.00 to 1.00

 Section 2. Representations and Warranties of the Borrower. In order to induce the
Administrative Agent to enter into this Amendment, the Borrower represents and warrants to the Lenders that: 
 2.1
Organizational Power; Authorization; Enforceable Obligations. The Borrower has the organizational power and authority, and the legal right, to make, deliver and perform this Amendment and each Subsidiary Guarantor has the organizational power
and authority, and the legal right, to make, deliver and perform the Consent of Guarantors in the form of Exhibit A attached hereto (the “Consent”). Each Loan Party has taken all necessary corporate or other action to
authorize the execution, delivery, and performance of this Amendment and the Consent, as applicable, and the performance of the Loan Documents to which it is a party as modified by this Amendment. This Amendment and the Consent have each been duly
executed and delivered on behalf of each Loan Party that is a party thereto. This Amendment, the Consent, and the Loan Documents, as amended by this Amendment, constitute a legal, valid and binding obligation of each Loan Party that is a party
thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 
 2.2
No Legal Bar. The execution, delivery and performance of this Amendment, the Consent and the Loan Documents, as modified by this Amendment, will not violate in any material respect any Requirement of Law or any Contractual Obligation of the
Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the
Liens created by the Security Documents or permitted thereunder). No Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect. 

  
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 2.3 No Default. After giving effect to this Amendment, no event has occurred,
is continuing, or will result from, the execution and delivery of this Amendment or the Consent that would constitute a Default or an Event of Default. 
 2.4 Representations and Warranties. After giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct in all material respects as if made on and as of the First Amendment Effective Date (except for those representations and warranties that speak as of a specific date, in which case such representation or warranty shall be true and
correct in all material respects as of such specific date). 
 Section 3. Conditions to Effectiveness of this
Amendment and to the Series A Incremental Facility Effective Date. This Amendment, the consents and approvals contained herein, and the requirement for Lenders to fund the Series A Incremental Term Loans, shall be effective on the date
(such date, the “First Amendment Effective Date”) when each of the following conditions has been satisfied: 

3.1 Execution of Amendment. The Borrower and the Administrative Agent shall have executed and delivered this Amendment.

 3.2 Execution of Subsidiary Guarantor Consent. Each of the Guarantors shall have executed and delivered the
Consent of Guarantors in the form of Exhibit A attached hereto. 
 3.3 Representations and Warranties. Each of the
representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date as if made on and as of such date after giving effect to
this Amendment (except for those representations and warranties that speak as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such specific date). 

3.4 No Default. After giving effect to this Amendment and the extension of credit to be made on such date, and the application of
the proceeds of such extension of credit, no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date. 
 3.5 Approvals. All governmental and third party approvals necessary or, in the discretion of the Administrative Agent or JPM (as defined below), advisable in connection with the transactions
contemplated by this Amendment and the amendments to the other Loan Documents, if any, shall have been obtained and be in full force and effect or otherwise applied for or requested (and the Borrower has no reason to believe that they will not be
obtained in due course), and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the amendments
contemplated hereby. 
 3.6 Pro Forma Compliance. After giving effect to the making of the Series A Incremental Term
Loans as of the date hereof, the Borrower is in compliance on a pro forma basis with the provisions of Section 7.1 (determined as of the last day of the most recent fiscal quarter for which financial statements are required to be
delivered under Section 6.1(a) or Section 6.1(b) as if such Incremental Loans had been funded and the application of such proceeds had occurred on such last day). 

3.7 Compliance with Section 2.8(c). The terms of such Incremental Facility and the applicable Incremental Loans are in
compliance with Section 2.8(c) of the Credit Agreement. 

  
 4 








 3.8 Legal Opinions. The Borrower shall have delivered to the Administrative Agent and
the Lead Arrangers (as defined below) a legal opinion of each such special or local counsel as may be reasonably requested by the Administrative Agent or JPM with respect to the Series A Incremental Term Loans, this Amendment, the Activation Notice
and any related amendments to any of the Mortgages (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of this Amendment and the Activation Notice and the other Loan Documents as amended or
otherwise modified in connection therewith and the validity of the Liens and Guarantees in respect of the Obligations after giving effect to the Activation Notice and this Amendment). Each such legal opinion shall cover such other matters incident
to the transactions contemplated by this Agreement as are customary for similar transactions. 
 3.9 Real Estate Matters.
The Borrower shall have delivered to the Administrative Agent (a) title and extended coverage insurance for each real property Collateral covering the amount of the Series A Incremental Term Loans containing such endorsements and affirmative
coverage as the Administrative Agent or JPM may reasonably request and (b) such fully executed modifications to the Mortgages as the Administrative Agent may reasonably request. 

3.10 Activation Notice. The Incremental Facility Effective Date shall not occur prior to five (5) Business Days (or such
shorter period as shall be agreed by the Administrative Agent and JPM (as defined below)) after the date which the Administrative Agent receives an Activation Notice fully executed by each of the relevant parties thereto. 

3.11 Issuance of Permitted Refinancing Subordinated Obligations, New Subordinated Obligations or Permitted Senior Unsecured
Obligations. The Borrower shall substantially contemporaneously with the incurrence of the Series A Incremental Term Loans have issued Permitted Refinancing Subordinated Obligations, New Subordinated Obligations or Permitted Senior Unsecured
Obligations on terms and in amounts to be agreed. 
 3.12 Incremental Facility Effective Date Certificate. The Borrower
shall have delivered to the Administrative Agent an officer’s certificate signed by a Responsible Officer as to the satisfaction of each of the foregoing conditions, in form and substance reasonably satisfactory to the Administrative Agent.

 3.13 First Amendment Effective Date Certificates. The Administrative Agent shall have received a certificate of each
Loan Party, dated the First Amendment Effective Date, substantially in the form of Exhibit K to the Credit Agreement (as modified for the First Amendment), with appropriate insertions and attachments (it being understood and agreed that if a
Responsible Officer of a Loan Party certifies there have been no changes to the constituent documents of such Loan Party since August 2, 2011, the constituent documents of such Loan Party need not be attached to such certificate). 

3.14 Borrowing Notice. In accordance with Section 2.1(a) and Section 2.2 of the Credit Agreement, the Borrower shall
have delivered to the Administrative Agent a fully executed Borrowing Notice within the relevant time periods set forth therein. 
 3.15 Fees. The Borrower shall have paid to (a) J.P. Morgan Securities LLC (“JPM”), Banc of America Securities LLC, Barclays Capital, Credit Agricole Securities (USA) Inc. and
Deutsche Bank Securities Inc., in their capacity as the lead arrangers for the Series A Incremental Term Loans (the foregoing entities, collectively with JPM, the “Lead Arrangers”), UBS Investment Bank, Capital One Southcoast and
Wells Fargo Bank, N.A., in their capacity as the documentation agents for the Series A Incremental Term Loans (the foregoing entities, collectively, the “Documentation Agents”), in each case for their respective benefit, the fees in
the amounts and on the dates previously agreed, (b) the 

  
 5 








 
Administrative Agent, for the benefit of the Lenders funding Series A Incremental Term Loans, the fees and expenses set forth herein and otherwise due under the Credit Agreement and
(c) counsel for JPM and the Administrative Agent all fees and all expenses for which invoices have been presented, on or before the First Amendment Effective Date. All such amounts will be paid with proceeds of Series A Incremental Term Loans
made on the First Amendment Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the First Amendment Effective Date. 

3.16 Solvency Certificate. The Administrative Agent shall have received a satisfactory solvency certificate and analysis by the
chief financial officer of the Borrower in a form reasonably acceptable to the Administrative Agent, which shall document the solvency of the Borrower and its Restricted Subsidiaries considered as a whole after giving effect to the transactions
contemplated hereby, in form and substance reasonably satisfactory to the Lenders. 
 Section 4. Effect Of Amendment;
Ratification. This Amendment is a Loan Document. From and after the date on which this Amendment becomes effective, all references in the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement as amended hereby and
all references to Obligations shall include the Series A Incremental Term Loans. Furthermore, and without limiting the foregoing, each of the Borrower and the Administrative Agent on behalf of the Lenders acknowledges and agrees that the Guarantee
Obligations of each of the Guarantors under the Subsidiary Guaranty include any and all Obligations of the Borrower under the Credit Agreement as amended, modified or supplemented by this Amendment and the Activation Notice, including, without
limitation, the payment of the Series A Incremental Term Loans (pursuant to the terms hereof, the Activation Notice and the other Loan Documents as so amended, modified or supplemented hereby and thereby), which shall be secured by each of the
Mortgages to which any Guarantor is a party and shall constitute “Secured Obligations” thereunder. Except as expressly amended hereby or waived herein, the Credit Agreement and the other Loan Documents, including the Liens granted
thereunder, shall remain in full force and effect, and all terms and provisions thereof are hereby ratified and confirmed. 

Section 5. Borrower Confirmation. The Borrower confirms that as amended hereby, each of the Loan Documents is in full force
and effect, and that none of the Loan Parties has any defenses, setoffs or counterclaims to its Obligations. 
 Section
6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

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

Section 8. Integration. The Credit Agreement and the other Loan Documents (as amended by this Amendment) represents the
entire agreement of the parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Lead Arrangers, the Documentation Agents or any Lender relative to the
subject matter hereof not expressly set forth or referred to herein. 
 Section 9. Captions. The catchlines and
captions herein are intended solely for convenience of reference and shall not be used to interpret or construe the provisions hereof. 

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

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

 

			
	 PINNACLE ENTERTAINMENT, INC., a
 Delaware corporation

		
	By:	 	/s/ Carlos A. Ruisanchez
		 	      Name:     Carlos A. Ruisanchez
		 	       Title:      Executive Vice President and

                     Chief Financial
Officer



 First Amendment Signature Page 







 ADMINISTRATIVE AGENT: 

 

					
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Noam Azachi

		 	Name:	 	Noam Azachi
		 	Title: 	 	Assistant Vice President


 First Amendment Signature Page 







 Exhibit A 

CONSENT OF GUARANTORS 
 March 19, 2012 
 Reference is hereby made to that certain FIRST
AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated as of the date hereof, by and among PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”) and BARCLAYS
BANK PLC, as the administrative agent (the “Administrative Agent”). Any terms defined in the Amendment or in the Credit Agreement (as defined in the Amendment) and not defined in this consent are used herein as defined in the
Amendment or in the Credit Agreement after giving effect to the Amendment and the Activation Notice. 
 Each of the undersigned
is a Guarantor of the Obligations of the Borrower under the Credit Agreement and hereby (a) consents to the Amendment, (b) acknowledges that notwithstanding the execution and delivery of the Amendment, the obligations of each of the
undersigned Guarantors are not impaired or affected, the Subsidiary Guaranties continue in full force and effect and the Series A Incremental Term Loans shall constitute Obligations that are covered by the Subsidiary Guaranties and (c) ratifies
its Subsidiary Guaranty and each of the Loan Documents, including the Liens granted thereunder, to which it is a party. 

Furthermore, and without limiting the foregoing, each of the Guarantors acknowledges and agrees (a) with the provisions of
Section 4 of the Amendment and (b) that the Guarantee Obligations of each of the Guarantors under the Subsidiary Guaranty include any and all Obligations of the Borrower under the Credit Agreement as amended, modified or supplemented by
the Amendment and the Activation Notice, including, without limitation, the payment of the Series A Incremental Term Loan (pursuant to the terms of the Amendment, the Activation Notice and the other Loan Documents as so amended, modified or
supplemented), which Guarantee Obligations shall be secured by each of the Mortgages to which any Guarantor is a party and shall constitute “Secured Obligations” thereunder. 







 IN WITNESS WHEREOF, each of the undersigned has executed and delivered this CONSENT OF
GUARANTORS as of day first set forth above. 
  

							
	 BILOXI CASINO CORP., a Mississippi corporation
 CASINO MAGIC CORP., a Minnesota corporation

				
		 		 	    By:	 	 /s/ Carlos A. Ruisanchez

		 		 		 	Name:   Carlos A. Ruisanchez
		 		 		 	Title:     Chief Financial Officer
	
	 CASINO ONE CORPORATION,
 a Mississippi corporation

	 PNK (BOSSIER CITY), INC., a Louisiana corporation

				
		 		 	    By:	 	 /s/ Carlos A. Ruisanchez

		 		 		 	Name:   Carlos A. Ruisanchez
		 		 		 	Title:     Treasurer
	
	 BELTERRA RESORT INDIANA, LLC, a Nevada limited liability company

			
		 		 	    By: Pinnacle Entertainment, Inc., its sole member
				
		 		 		 	By: /s/ Carlos A. Ruisanchez                    
        
		 		 		 	        Name: Carlos A. Ruisanchez
		 		 		 	         Title:   Executive Vice President and

                    Chief Executive
Officer

	
	 BOOMTOWN, LLC, a Delaware limited liability

company

				
		 		 	    By:	 	Pinnacle Entertainment, Inc., its sole member
				
		 		 		 	By: /s/
Carlos A. Ruisanchez                            
		 		 		 	        Name: Carlos A. Ruisanchez
		 		 		 	         Title:   Executive Vice President

                    and Chief Financial
Officer



 Consent of Guarantors to First Amendment 







 
							
	OGLE HAUS, LLC, an Indiana limited liability     company
		
	    By:	 	Belterra Resort Indiana, LLC, its sole member
			
		 	 By:
	 	Pinnacle Entertainment, Inc., its sole member
				
		 		 	 By:
	 	/s/ Carlos A. Ruisanchez
		 		 		 	Name: Carlos A. Ruisanchez
		 		 		 	 Title:   Executive Vice President and
             Chief Financial Officer

	
	PNK (LAKE CHARLES), L.L.C., a Louisiana     limited liability company
		
	     By:
	 	Pinnacle Entertainment, Inc., its sole member and manager
				
		 	By:	 		 	/s/ Carlos A. Ruisanchez
		 		 		 	Name: Carlos A. Ruisanchez
		 		 		 	 Title:   Executive Vice President and
             Chief Financial Officer

	
	PNK (RENO), LLC, a Nevada limited liability     company
		
	     By:
	 	 Pinnacle Entertainment, Inc., its sole member

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

	
	LOUISIANA-I GAMING, a Louisiana partnership     in Commendam
		
	     By:
	 	 Boomtown, LLC, its general partner

			
		 	 By:
	 	Pinnacle Entertainment, Inc., its sole member
				
		 		 	By:	 	/s/ Carlos A. Ruisanchez
		 		 		 	Name: Carlos A. Ruisanchez
		 		 		 	 Title:   Executive Vice President and
             Chief Financial Officer



 Consent of Guarantors to First Amendment 







 
							
	PNK (ES), LLC, a Delaware limited liability     company
		
	    By:	 	Pinnacle Entertainment, Inc., its sole member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	PNK (ST. LOUIS RE), LLC, a Delaware limited     liability company
		
	    By:	 	Pinnacle Entertainment, Inc., its sole member
			
		 	By:	 	/s/ Carlos A. Ruisanchez
		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	PNK (BATON ROUGE) PARTNERSHIP, a     Louisiana partnership
		
	    By:	 	PNK Development 8, LLC, its Managing Partner
			
		 	By:	 	Pinnacle Entertainment, Inc., its sole member
			
		 	    By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	PNK Development 7, LLC, a Delaware limited     liability company
		
	    By:	 	Pinnacle Entertainment, Inc., its sole member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	 Executive Vice President and

Chief Financial Officer



 Consent of Guarantors to First Amendment 







 
							
	PNK Development 8, LLC, a Delaware limited     liability company
		
	    By:	 	Pinnacle Entertainment, Inc., its sole member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	PNK Development 9, LLC, a Delaware limited     liability company
		
	    By:	 	Pinnacle Entertainment, Inc., its sole member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	PNK (OHIO), LLC, an Ohio limited liability     company
		
	    By:	 	Pinnacle Entertainment, Inc., its sole member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	PNK (OHIO) II, LLC, an Ohio limited liability     company
		
	    By:	 	PNK (Ohio), LLC, its sole member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	 Vice President and Treasurer

	
	PNK (OHIO) III, LLC, an Ohio limited liability     company
		
	    By:	 	PNK (Ohio), LLC, its sole member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	 Vice President and Treasurer



 Consent of Guarantors to First Amendment 








			
	 PNK (SCB), L.L.C., a Louisiana limited liability

 company

		
		 	 By: PNK Development 7, LLC, its sole member

		
		 	        By: Pinnacle Entertainment, Inc., its sole

member



  

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



  

			
	 PNK (STLH), LLC, a Delaware limited liability

 company

		
		 	 By: Pinnacle Entertainment, Inc., its sole member



  

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



  

			
	 President Riverboat Casino-Missouri, Inc., a Missouri

 corporation



  

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



  
  

			
	 PNK (River City), LLC, a Missouri limited liability

company

		
		 	     By: Pinnacle Entertainment, Inc., its sole member



  

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



  

			
	 YANKTON INVESTMENTS, LLC, a Nevada limited  liability company



  

					
			
		 	By:	 	/s/ John A. Godfrey
		 		 	Name: John A. Godfrey
		 		 	 Title:   Manager



 Consent of Guarantors to First Amendment