Exhibit 10.1





Exhibit 10.1




FOURTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), dated as of July 21, 2009, is made by and between PINNACLE ENTERTAINMENT,
INC., a Delaware corporation (the “Borrower”), LEHMAN COMMERCIAL PAPER INC., as the
administrative agent (the “Administrative Agent”) and the Required Lenders.



Recitals




Whereas, the Borrower, the Lenders, and the Administrative Agent have entered into that
certain Second Amended and Restated Credit Agreement dated as of December 14, 2005 (as amended by
that First Amendment to the Second Amended and Restated Credit Agreement, dated as of December 22,
2005, that Second Amendment to the Second Amended and Restated Credit Agreement, dated as of
October 11, 2006, and that Third Amendment to the Second Amended and Restated Credit Agreement,
dated as of November 17, 2006, as so amended, the “Credit Agreement”). Unless otherwise
noted herein, any terms defined in the Credit Agreement and not defined in this Amendment are used
herein as defined in the Credit Agreement;



Whereas, the Borrower has requested certain amendments to the Credit Agreement, and the
Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth;



Whereas, subject to the terms and conditions set forth herein and in the Agency Transfer
Agreement (as defined below), the Administrative Agent desires to resign as Administrative Agent
under the Credit Agreement and the other Loan Documents; and



Whereas, subject to the terms and conditions set forth herein and in the Agency Transfer
Agreement, the Required Lenders desire to appoint Barclays Bank PLC as successor Administrative
Agent under the Credit Agreement and the other Loan Documents.



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



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




1.1 Amendment to Section 1.1. Section 1.1 of the Credit Agreement is amended by
deleting the definitions of “Incremental Delayed Draw Loans” and “Revolving Credit
Termination Date” in their entirety.




1.2 Amendment to Section 1.1. Section 1.1 of the Credit Agreement is amended by
restating the following defined terms as follows:




(a) “Available Revolving Credit Commitment”: with respect to any Lender, at
any time, an amount equal to the sum of its Available Extending Revolving Credit
Commitments and its Available Non-Extending Revolving Credit Commitments.


 


 









 






(b) “Base Rate”: for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in
effect on such day, (b)
the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the sum
of the Eurodollar Rate for such day assuming a one-month Interest Period and 1.00%.
For purposes hereof: “Prime Rate” shall mean the prime lending rate as set
forth on the British Banking Association Telerate Page 5 (or such other comparable
page as may, in the opinion of the Administrative Agent, replace such page for the
purpose of displaying such rate), as in effect from time to time. Any change in the
Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the
Eurodollar Rate (assuming a one-month Interest Period) shall be effective as of the
opening of business on the effective day of such change in the Prime Rate, the
Federal Funds Effective Rate or the Eurodollar Rate (assuming a one-month Interest
Period), respectively.




(c) “Incremental Loans”: additional Loans or Additional Extensions of
Credit made pursuant to credit facilities added pursuant to Section 2.8.




(d) “Incremental Revolving Credit Commitment”: as to any Lender, the
obligation of such Lender, if any, to make Incremental Revolving Credit Loans, in an
aggregate principal amount and/or face amount not to exceed the amount set forth in
the New Lender Supplement or the Assignment and Acceptance delivered by such Lender,
as the case may be, to the Administrative Agent and the Borrower. The aggregate
amount of the Incremental Revolving Credit Commitments is $175,000,000 immediately
prior to the Fourth Amendment Effective Date, as may be increased pursuant to the
terms of Section 2.8(a).




(e) “Incremental Revolving Credit Loans”: Incremental Loans that are
revolving loans.




(f) “Incremental Term Loans”: Incremental Loans that are term loans.




(g) “Indentures”: collectively, the Senior Subordinated Notes Indenture
2003, the Senior Subordinated Notes Indenture 2004, and any future indentures or
other agreements governing any New Subordinated Obligations, any Permitted Senior
Unsecured Indebtedness or any Permitted Refinancing Obligations.




(h) “Interest Period”: as to any Eurodollar Loan, (a) initially, the period
commencing on the borrowing or conversion date, as the case may be, with respect to
such Eurodollar Loan and ending one, two, three or six months thereafter, as
selected by the Borrower in its notice of borrowing or notice of conversion, as the
case may be, given with respect thereto; and (b) thereafter, each period commencing
on the last day of the next preceding Interest Period applicable to such Eurodollar
Loan and ending one, two, three or six months thereafter, as selected by the
Borrower by irrevocable notice to the Administrative Agent not less than three
Business Days prior to the last day of the then current Interest Period with respect
thereto; provided that, all of the foregoing provisions relating to Interest
Periods are subject to the following:




(a) if any Interest Period would otherwise end on a day that is not a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such
Interest Period into another calendar month in which event such Interest
Period shall end on the immediately preceding Business Day;




(b) any Interest Period that begins prior to the Non-Extending Revolving
Credit Termination Date and would otherwise extend beyond the Non-Extending
Revolving Credit Termination Date shall end on the Non-Extending Revolving
Credit Termination Date;


 


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(c) any Interest Period that would otherwise extend beyond the Extending
Revolving Credit Termination Date shall end on the Extending Revolving
Credit Termination Date;




(d) any Interest Period that would otherwise extend beyond the date final
payment is due on the Term Loans or Delayed Draw Term Loans, as the case may
be, shall end on such due date, as applicable; and




(e) any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in
the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period.




(i) “L/C Fee Payment Date”: the last day of each March, June, September and
December and, in the case of Non-Extending Revolving Credit Commitments, the
Non-Extending Revolving Credit Termination Date, and, in the case of Extending
Revolving Credit Commitments, the Extending Revolving Credit Termination Date.




(j) “Lenders”: collectively, the Term Loan Lenders, the Delayed Draw Term
Loan Lenders and the Revolving Credit Lenders.




(k) “New Subordinated Obligations”: unsecured subordinated Indebtedness of
the Borrower that (a) does not have any scheduled principal payment, mandatory
principal prepayment or sinking fund payment due prior to the date that is (i) with
respect to New Subordinated Obligations incurred prior to the Fourth Amendment
Effective Date, six months following the Term Loan Maturity Date and Delayed Draw
Term Loan Maturity Date and (ii) with respect to New Subordinated Obligations
incurred on or after the Fourth Amendment Effective Date, six months following the
latest of the Term Loan Maturity Date, Delayed Draw Term Loan Maturity Date and
Extending Revolving Credit Termination Date, (b) is not secured by any Lien on the
Property of Borrower or any of its Subsidiaries, and (c) is otherwise on terms
(except for pricing) which are (i) in the aggregate not more favorable to the
holders of such Indebtedness than those contained in the Existing Subordinated
Obligations as in effect on the date hereof in any manner which is detrimental to
the Agents or the Lenders or substantially identical thereto (in each case, as
determined by the Administrative Agent in its discretion) or (ii) otherwise approved
by the Required Lenders; provided, however, for purposes of this clause (c) Borrower
shall be permitted to incur convertible subordinated debt on terms reasonably
acceptable to the Administrative Agent and otherwise in compliance with clauses (a)
and (b) above.


 


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(l) “Permitted Refinancing Obligations”: unsecured Indebtedness of the
Borrower that (a) does not have any scheduled principal payment, mandatory principal
prepayment or sinking fund payment due prior to the date that is (i) with respect to
Permitted Refinancing Obligations incurred prior to the Fourth Amendment Effective
Date, six months following the Term Loan Maturity Date and Delayed Draw Term Loan
Maturity Date and (ii) with respect to Permitted Refinancing Obligations incurred on
or after the
Fourth Amendment Effective Date, six months following the latest of the Term Loan
Maturity Date, Delayed Draw Term Loan Maturity Date and Extending Revolving Credit
Termination Date; (b) is not secured by any Lien on the Property of Borrower or any
of its Subsidiaries, and (c) is otherwise on terms (except for pricing) which are
(i) not, in the aggregate, more favorable to the holders of such Indebtedness than
those contained in the Existing Subordinated Obligations as in effect on the date
hereof (except such Permitted Refinancing Obligations need not contain subordination
provisions) in any manner which is detrimental to the Agents or the Lenders or
substantially identical thereto (in each case, as determined by the Agent in its
discretion) or (ii) otherwise approved by the Lenders who will represent Required
Lenders after giving effect to the application of any proceeds of Permitted
Refinancing Obligations to prepay Term Loans and Delayed Draw Term Loans (or if all
Term Loans and Delayed Draw Term Loans have been repaid, to prepay Permitted
Refinancing Obligations), or Revolving Credit Loans.




(m) “Revolving Credit Commitment”: as to any Lender, its Non-Extending
Revolving Credit Commitment and its Extending Revolving Credit Commitment.




(n) “Revolving Credit Commitment Period”: the period from and including (a)
in the case of Non-Extending Revolving Credit Commitments, the Effective Date to the
Non-Extending Revolving Credit Termination Date and (b) in the case of Extending
Revolving Credit Commitments, the effective date of such commitment as set forth in
the Extending Revolving Credit Commitment Agreement executed by such Lender
executing same to the Extending Revolving Credit Termination Date.




(o) “Revolving Credit Lender”: each Lender (including Incremental Revolving
Credit Lenders) that has a Revolving Credit Commitment or that is the holder of
Revolving Credit Loans.




(p) “Revolving Credit Loans”: Non-Extending Revolving Credit Loans and
Extending Revolving Credit Loans, collectively.




(q) “Revolving Credit Percentage”: as to any Revolving Credit Lender at any
time, the percentage which such Lender’s Revolving Credit Commitment then
constitutes of the Total Revolving Credit Commitments (or, at any time after any
Revolving Credit Commitments shall have expired or terminated, the percentage which
the aggregate amount of such Lender’s Revolving Extensions of Credit then
outstanding constitutes of the amount of the Total Revolving Extensions of Credit
then outstanding); provided, however, for purposes of the payment of the Applicable
Margin or the payment of any fees hereunder, then, if there is a difference in the
amount of the Applicable Margin or the amount of such fees based on whether a Lender
is a Non-Extending Revolving Credit Lender or an Extending Revolving Credit Lender,
“Revolving Credit Percentage” shall refer to the Non-Extending Revolving Credit
Percentage, which shall be applied to such Applicable Margin or payment of fees
applicable to Non-Extending Revolving Credit Commitments, and to the Extending
Revolving Credit Percentage, which shall be applied to the Applicable Margin or
payment of fees applicable to Extending Revolving Credit Commitments.




(r) “Revolving Extensions of Credit”: as to any Lender, the sum of such
Lender’s Non-Extending Revolving Extensions of Credit and such Lender’s Extending
Revolving Extensions of Credit.


 


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(s) “Specified Change of Control”: a “Change of Control”, or like event, as
defined in any of the Indentures or other document entered into by the Borrower or
any Restricted Subsidiary with respect to any New Subordinated Obligations,
Permitted Refinancing Obligations or Permitted Senior Unsecured Indebtedness.




(t) “Total Revolving Credit Commitments”: at any time, the Total Extending
Revolving Credit Commitments and the Total Non-Extending Revolving Credit
Commitments, in each case then in effect.




(u) “Total Revolving Extensions of Credit”: at any time, the aggregate
amount of the Extending Revolving Extensions of Credit and the aggregate amount of
Non-Extending Revolving Extensions of Credit, in each case outstanding at such time.




1.3 Amendment to Section 1.1. Section 1.1 of the Credit Agreement is amended by
adding the following defined terms in the appropriate alphabetical order:




(a) “Aggregate Extending Percentage”: shall mean, at any time, the
percentage obtained by dividing the Total Extending Revolving Credit Commitments by
the Total Revolving Credit Commitments.




(b) “Aggregate Non-Extending Percentage”: shall mean, at any time, the
percentage obtained by dividing the Total Non-Extending Revolving Credit Commitments
by the Total Revolving Credit Commitments.




(c) “Applicable Period”: as defined in Annex A.




(d) “Available Extending Revolving Credit Commitment”: with respect to any
Extending Revolving Credit Lender at any time, an amount equal to the excess, if
any, of (a) such Lender’s Extending Revolving Credit Commitment then in effect over
(b) such Lender’s Extending Revolving Extensions of Credit then outstanding;
provided, that in calculating any Extending Lender’s Revolving Extensions of Credit
for the purpose of determining such Lender’s Available Extending Revolving Credit
Commitment pursuant to Section 2.10(a), the aggregate principal amount of Swing Line
Loans then outstanding shall be deemed to be zero.




(e) “Available Non-Extending Revolving Credit Commitment”: with respect to
any Non-Extending Revolving Credit Lender at any time, an amount equal to the
excess, if any, of (a) such Lender’s Non-Extending Revolving Credit Commitment then
in effect over (b) such Lender’s Non-Extending Revolving Extensions of Credit then
outstanding; provided, that in calculating any Non-Extending Lender’s Revolving
Extensions of Credit for the purpose of determining such Lender’s Available
Non-Extending Revolving Credit Commitment pursuant to Section 2.10(a), the aggregate
principal amount of Swing Line Loans then outstanding shall be deemed to be zero.




(f) “Back-Stop Arrangements”: collectively, the Letter of Credit Back-Stop
Arrangements and the Swing Line Back-Stop Arrangements.




(g) “Defaulting Lender”: any Lender with respect to which a Lender Default
is in effect.


 


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(h) “Extending L/C Obligations”: at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then outstanding
Extending Letters of Credit and (b) the aggregate amount of drawings under Extending
Letters of Credit that have not then been reimbursed pursuant to Section 3.5.




(i) “Extending Letter of Credit”: as defined in Section 3.4(a).




(j) “Extending Revolving Credit Commitment”: as to any Lender, the
obligation of such Lender, if any, to make Extending Revolving Credit Loans and
participate in Swing Line Loans and Letters of Credit, in an aggregate principal
and/or face amount not to exceed (other than as agreed by such Lender pursuant to
the express terms hereof) the amount set forth under the heading “Extending
Revolving Credit Commitment” opposite such Lender’s name in the Extending Revolving
Credit Commitment Agreement, in the Assignment and Acceptance pursuant to which such
Lender became a party hereto or in the New Lender Supplement pursuant to which such
Lender became a party hereto, in each case as the same may be changed from time to
time pursuant to the terms hereof. On the Fourth Amendment Effective Date, the
amount of Extending Revolving Credit Commitments is $0.




(k) “Extending Revolving Credit Commitment Agreement”: an agreement
substantially in the form of Exhibit M.




(l) “Extending Revolving Credit Lender”: any Revolving Credit Lender that
has an Extending Revolving Credit Commitment.




(m) “Extending Revolving Credit Loans”: collectively, as described in
Section 2.4(b) (including any Incremental Revolving Credit Loans made by Lenders
holding Extending Revolving Credit Commitments).




(n) “Extending Revolving Credit Note”: as defined in Section 2.9(e).




(o) “Extending Revolving Credit Percentage”: as to any Extending Revolving
Credit Lender, at any time, the percentage which such Lender’s Extending Revolving
Credit Commitment then constitutes of the Total Extending Revolving Credit
Commitments (or, at any time after the Extending Revolving Credit Commitments shall
have expired or terminated, the percentage which the aggregate amount of such
Lender’s Extending Revolving Extensions of Credit then constitutes of the Total
Extending Revolving Extensions of Credit then outstanding).




(p) “Extending Revolving Credit Termination Date”: as set forth in the
initial Extending Revolving Credit Commitment Agreement (or such earlier date on
which the Loans become due and payable pursuant to Section 8).




(q) “Extending Revolving Extensions of Credit”: as to any Extending
Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate
principal amount of all Extending Revolving Credit Loans made by such Lender then
outstanding, (b) such Lender’s Revolving Credit Percentage of the L/C Obligations
then outstanding (exclusive of Extending L/C Obligations then outstanding), (c) such
Lender’s Extending Revolving Credit Percentage of all Extending L/C Obligations then
outstanding and (d) such Lender’s Revolving Credit Percentage of the aggregate
principal amount of Swing Line Loans then outstanding.


 


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(r) “Fourth Amendment”: that certain Fourth Amendment to Second Amended and
Restated Credit Agreement, dated as of the Fourth Amendment Effective Date, between
Borrower, the Administrative Agent and the Required Lenders.




(s) “Fourth Amendment Effective Date”: July 21, 2009.




(t) “Incremental Delayed Draw Term Loans”: Incremental Loans that are
delayed draw term loans.




(u) “Lender Default” shall mean, as to any Lender, (i) the failure of such
Lender to (x) make available its portion of any Term Loans, Delayed Draw Term Loans
or Revolving Credit Loans required to be funded by it hereunder within one (1)
Business Day of the date required therefor, unless the subject of a good faith
dispute the substance of which such Lender notifies Borrower and the Administrative
Agent, or (y) fund any portion of its participations in Swing Line Loans or
participations in Letters of Credit, (ii) such Lender having become the subject of a
bankruptcy or insolvency proceeding or a takeover by a regulatory authority or (iii)
such Lender having notified the Administrative Agent, the Swing Line Lender, any
Issuing Lender and/or any Loan Party, or having made a public statement to the
effect, that it does not intend to comply with any of its funding obligations
generally under agreements in which such Lender has committed to extend credit;
provided that, the term “Lender Default” shall also include, as to any
Lender, (1) any Affiliate of such Lender that has “control” (within the meaning
provided in the definition of “Affiliate”) of such Lender having become the subject
of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority and
(2) any previously cured “Lender Default” of such Lender under this Agreement,
unless such Lender Default has ceased to exist for a period of at least 90
consecutive days.




(v) “Letter of Credit Back-Stop Arrangements”: as defined in Section 3.9.




(w) “Non-Extending Revolving Credit Commitment”: as to any Lender, the
obligation of such Lender, if any, to make Non-Extending Revolving Credit Loans and
participate in Swing Line Loans and Letters of Credit, in an aggregate principal
and/or face amount not to exceed the amount set forth under the heading “Revolving
Credit Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum
delivered by such Lender, or, as the case may be, under the heading “Revolving
Credit Commitment” (prior to the Fourth Amendment Effective Date) or under the
heading “Non-Extending Revolving Credit Commitment” (on or after the Fourth
Amendment Effective Date) in the Assignment and Acceptance pursuant to which such
Lender became a party hereto, as the same may be changed from time to time pursuant
to the terms hereof. On the Fourth Amendment Effective Date, all Revolving Credit
Commitments are Non-Extending Revolving Credit Commitments.




(x) “Non-Extending Revolving Credit Lender”: any Revolving Credit Lender
that has a Non-Extending Revolving Credit Commitment.




(y) “Non-Extending Revolving Credit Loans”: collectively, as described in
Section 2.4(a). On the Fourth Amendment Effective Date, all Revolving Credit Loans
are Non-Extending Revolving Credit Loans.




(z) “Non-Extending Revolving Credit Note”: as defined in Section 2.9(e).


 


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(aa) “Non-Extending Revolving Credit Percentage”: as to any Non-Extending
Revolving Credit Lender, at any time, the percentage which such Lender’s
Non-Extending Revolving Credit Commitment then constitutes of the Total
Non-Extending Revolving Credit Commitments (or, at any time after, the Non-Extending
Revolving Credit Commitments shall have expired or terminated, the percentage which
the aggregate amount of such Lender’s Non-Extending Revolving Extensions of Credit
then outstanding constitutes of the Total Non-Extending Revolving Extensions of
Credit then outstanding).




(bb) “Non-Extending Revolving Credit Termination Date”: the fifth
anniversary of the Effective Date (or such earlier date on which the Loans become
due and payable pursuant to Section 8).




(cc) “Non-Extending Revolving Extensions of Credit”: as to any
Non-Extending Revolving Credit Lender at any time, an amount equal to the sum of (a)
the aggregate principal amount of all Non-Extending Revolving Credit Loans made by
such Lender then outstanding, (b) such Lender’s Revolving Credit Percentage of the
L/C Obligations then outstanding (exclusive of Extending L/C Obligations then
outstanding) and (c) such Lender’s Revolving Credit Percentage of the aggregate
principal amount of Swing Line Loans then outstanding.




(dd) “Payment Amount”: as defined in Section 3.5.




(ee) “Permitted Senior Unsecured Indebtedness” shall mean unsecured
Indebtedness of the Borrower in respect of debt securities (i) that does not have
any scheduled principal payment, mandatory principal prepayment, sinking fund
payment or similar provision (including the rights on the part of any holder to
require the redemption or repurchase of any such Indebtedness), in each case that
could require any payment of or on account of principal in respect thereof until the
date that is six months following the latest of the Term Loan Maturity Date, Delayed
Draw Term Loan Maturity Date and Extending Revolving Credit Termination Date (other
than pursuant to change of control or asset sale provisions customary for debt
securities issued by issuers with credit ratings comparable to that of the
Borrower), (ii) that is not secured by any Lien on the Property of Borrower or any
of its Subsidiaries, (iii) that ranks pari passu with the Loans and Commitments
hereunder and does not constitute Subordinated Obligations, (iv) that contains
covenants, events of default and credit support that is reasonably customary for
similar offerings by issuers with credit ratings comparable to that of the issuer of
such debt and (v) the terms of such Indebtedness are otherwise reasonably
satisfactory to the Administrative Agent.




(ff) “Stated Amount”: at any time, the maximum amount available to be drawn
under a Letter of Credit (in each case determined without regard to whether any
conditions to drawing could then be met).




(gg) “Swing Line Back-Stop Arrangements”: as defined in Section 2.7.




(hh) “Total Extending Revolving Credit Commitments”: at any time, the
aggregate amount of Extending Revolving Credit Commitments then in effect.




(ii) “Total Non-Extending Revolving Credit Commitments”: at any time, the
aggregate amount of Non-Extending Revolving Credit Commitments then in effect.


 


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1.4 Amendment to Section 2.4. Section 2.4 of the Credit Agreement is restated in
its entirety as follows:




“2.4 Revolving Credit Commitments.




(a) Subject to the terms and conditions hereof, each Non-Extending Revolving
Credit Lender severally agrees to make revolving credit loans (“Non-Extending
Revolving Credit Loans”) to the Borrower from time to time during the Revolving
Credit Commitment Period in an aggregate principal amount at any one time
outstanding for such Non-Extending Revolving Credit Lender which, when added to the
product of (x) such Lender’s Non-Extending Revolving Credit Percentage and (y) the
sum of (I) the Aggregate Non-Extending Percentage of the aggregate amount of all L/C
Obligations then outstanding (exclusive of (A) Extending L/C Obligations then
outstanding and (B) Payment Amounts which are repaid with the proceeds of, and
simultaneously with, the incurrence of, the respective incurrence of Revolving
Credit Loans) and (II) the Aggregate Non-Extending Percentage of the aggregate
principal amount of the Swing Line Loans then outstanding (exclusive of Swing Line
Loans which are repaid with the proceeds of, and simultaneously with the incurrence
of, the respective incurrence of Revolving Credit Loans), does not exceed the amount
of such Lender’s Non-Extending Revolving Credit Commitment.




(b) Subject to the terms and conditions hereof, each Extending Revolving Credit
Lender severally agrees to make revolving credit loans (“Extending Revolving
Credit Loans”) to the Borrower from time to time during the Revolving Credit
Commitment Period in an aggregate principal amount at any one time outstanding for
such Extending Revolving Credit Lender which, when added to the product of (x) such
Lender’s Extending Revolving Credit Percentage and (y) the sum of (I) the Aggregate
Extending Percentage of the aggregate amount of all L/C Obligations then outstanding
(exclusive of (A) Extending L/C Obligations then outstanding and (B) Payment Amounts
which are repaid with the proceeds of, and simultaneously with, the incurrence of,
the respective incurrence of Revolving Credit Loans), (II) the aggregate amount of
all Extending L/C Obligations then outstanding (exclusive of Payment Amounts which
are repaid with the proceeds of, and simultaneously with, the incurrence of, the
respective incurrence of Revolving Credit Loans) and (III) the Aggregate Extending
Percentage of the aggregate principal amount of the Swing Line Loans then
outstanding (exclusive of Swing Line Loans which are repaid with the proceeds of,
and simultaneously with the incurrence of, the respective incurrence of Revolving
Credit Loans), does not exceed the amount of such Lender’s Extending Revolving
Credit Commitment.




(c) During the Revolving Credit Commitment Period, the Borrower may use the
Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in
whole or in part, and reborrowing, all in accordance with the terms and conditions
hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or
Base Rate Loans, as determined by the Borrower and notified to the Administrative
Agent in accordance with Sections 2.5 and 2.14, provided that (i) no
Non-Extending Revolving Credit Loan shall be made as a Eurodollar Loan after the day
that is one month prior to the Non-Extending Revolving Credit Termination Date and
(ii) no Extending Revolving Credit Loan shall be made as a Eurodollar Loan after the
day that is one month prior to the Extending Revolving Credit Termination Date. The
Borrower shall repay (i) all outstanding Non-Extending Revolving Credit Loans on the
Non-Extending Revolving
Credit Termination Date and (ii) all outstanding Extending Revolving Credit
Loans on the Extending Revolving Credit Termination Date.


 


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(d) Except as provided in Section 2.26(d), each borrowing by the Borrower
hereunder of Revolving Credit Loans shall be made pro rata according to the
Revolving Credit Percentages of the Revolving Credit Lenders.”




1.5 Amendment to Section 2.5. Section 2.5 of the Credit Agreement is restated in
its entirety as follows:




“2.5 Procedure for Revolving Credit Borrowing. The Borrower may borrow
under the Revolving Credit Commitments on any Business Day during the Revolving
Credit Commitment Period, provided that the Borrower shall deliver to the
Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by
the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business
Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b)
one Business Day prior to the requested Borrowing Date, in the case of Base Rate
Loans). Any Revolving Credit Loans made on the Effective Date shall initially be
Base Rate Loans. Each borrowing of Revolving Credit Loans under the Revolving
Credit Commitments shall be in an amount equal to (x) in the case of Base Rate
Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available
Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y)
in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $1,000,000 in
excess thereof; provided, that the Swing Line Lender may request, on behalf
of the Borrower, borrowings of Base Rate Loans under the Revolving Credit
Commitments in other amounts pursuant to Section 2.7. Upon receipt of any such
Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify
each Revolving Credit Lender thereof. In the case of Non-Extending Revolving Credit
Loans, each Non-Extending Revolving Credit Lender will make its Non-Extending
Revolving Credit Percentage of the amount of each borrowing of Non-Extending
Revolving Credit Loans available to the Administrative Agent for the account of the
Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the
Borrowing Date requested by the Borrower in funds immediately available to the
Administrative Agent. In the case of Extending Revolving Credit Loans, each
Extending Revolving Credit Lender will make its Extending Revolving Credit
Percentage of the amount of each borrowing of Extending Revolving Credit Loans
available to the Administrative Agent for the account of the Borrower at the Funding
Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by
the Borrower in funds immediately available to the Administrative Agent. Each
borrowing referred to above will then be made available to the Borrower by the
Administrative Agent in like funds as received by the Administrative Agent.”




1.6 Amendment to Section 2.6. Section 2.6 of the Credit Agreement is restated in
its entirety as follows:




“2.6 Swing Line Commitment. Subject to the terms and conditions hereof, the
Swing Line Lender agrees that, during the Revolving Credit Commitment Period, it
will make available to the Borrower in the form of swing line loans (“Swing Line
Loans”) a portion of the credit otherwise available to the Borrower under the
Revolving Credit Commitments; provided that (i) the aggregate principal
amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line
Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated
with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may
exceed the Swing Line Commitment then in effect or such Swing Line Lender’s
Revolving Credit Commitment then in effect) and (ii) the Borrower shall not request,
and the Swing Line Lender shall not make, any Swing Line Loan if, after giving
effect to the making of such Swing Line Loan, the aggregate amount of the Available
Revolving Credit Commitments would be less than zero. During the Revolving Credit
Commitment Period, the Borrower may use the Swing Line Commitment by borrowing,
repaying and reborrowing, all in accordance with the terms and conditions hereof.
Swing Line Loans shall be Base Rate Loans only. The Borrower shall repay all
outstanding Swing Line Loans on the Non-Extending Revolving Credit Termination Date
and on the Extending Revolving Credit Termination Date.”


 


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1.7 Amendment to Section 2.7. Section 2.7 of the Credit Agreement is amended by
adding the following section (f) to the end of Section 2.7:




“(f) The Swing Line Lender shall not be obligated to make any Swing Line Loans at a
time when (i) a Lender Default exists or (ii) if the Swing Line Lender, in its
reasonable discretion, determines that there may be a risk of one or more Revolving
Credit Lenders becoming a Defaulting Lender, unless, in either case, the Swing Line
Lender has entered into arrangements satisfactory to it to eliminate the Swing Line
Lender’s risk with respect to the relevant Lender(s), including by cash
collateralizing such Lender’s Revolving Credit Percentage of the outstanding Swing
Line Loans (such arrangements, the “Swing Line Back-Stop Arrangements”).”




1.8 Amendment to Section 2.8(a). Section 2.8(a) of the Credit Agreement is restated
in its entirety as follows:




“(a) Borrower may at any time by notice to Administrative Agent, request that,
subject to the following conditions and otherwise in accordance with this Agreement,
Lenders and/or New Lenders, provide Incremental Loans, which Incremental Loans may
be provided as Incremental Term Loans, Incremental Delayed Draw Term Loans or
Incremental Revolving Credit Loans, including Extending Revolving Credit
Commitments, provided that after giving effect to the increase in this Section
2.8(a), the sum of (x) the aggregate amount of Revolving Credit Commitments plus (y)
the principal amount of Term Loans plus (z) the principal amount of funded and
unfunded Delayed Draw Term Loans does not exceed $625,000,000; provided,
that (i) no Default or Event of Default shall have occurred and be continuing or
result from such Incremental Loans or Incremental Revolving Credit Commitments, (ii)
the terms of the Incremental Loans and Incremental Revolving Credit Commitments are
in compliance with Section 2.8(c) below, (iii) the Borrower shall have received all
approvals from all applicable Gaming Boards necessary or, in the discretion of the
Administrative Agent, advisable in connection with such Incremental Loans and
Incremental Revolving Credit Commitments; (iv) the Borrower shall have delivered to
the Administrative Agent a legal opinion of each such special or local counsel as
may be reasonably requested by the Administrative Agent; (v) the Borrower shall have
delivered to the Administrative Agent title and extended coverage insurance for each
real property Collateral covering the amount of the Incremental Loans and
Incremental Revolving Credit Commitments containing such endorsements and
affirmative coverage as the Administrative Agent may reasonably request; and (vi)
Administrative Agent and Borrower shall execute conforming amendments to this
Agreement and the other Loan Documents (collectively,
the “Incremental Facility Amendments”) to reflect such Incremental Loans and
Incremental Revolving Credit Commitments without the consent of any Lender,
including, without limitation, to provide for the terms set forth in the Incremental
Facility Activation Notice described below or Section 2.8(c).”


 


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1.9 Amendment to Section 2.8(b). Section 2.8(b) of the Credit Agreement is restated
in its entirety as follows:




“(b) Upon receipt of such notice and an officer’s certificate as to the
satisfaction of the foregoing conditions, Administrative Agent shall use all
commercially reasonable efforts to arrange for Lenders or New Lenders (or, in the
case of Incremental Revolving Credit Commitments provided hereunder on or after the
Fourth Amendment Effective Date, Extending Revolving Credit Lenders or New Lenders)
to provide such Incremental Loans and Incremental Revolving Credit Commitments.
Alternatively, any Lender may commit to provide the full amount of the requested
Incremental Loans and then offer portions of such Incremental Loans to the other
Lenders or other financial institutions, subject to the approval of Administrative
Agent (or, in the case of Incremental Revolving Credit Commitments provided
hereunder on or after the Fourth Amendment Effective Date, any Extending Revolving
Credit Lenders or any New Lender may take the foregoing actions). Nothing contained
in this paragraph or otherwise in this Agreement is intended or will be required to
commit any Lender or any Agent to provide any portion of any such additional
Incremental Loans.”




1.10 Amendment to Section 2.8(c). Section 2.8(c) of the Credit Agreement is
restated in its entirety as follows:




(c) The Incremental Loans (a) shall rank pari passu in right of
payment and of security with the Revolving Credit Loans, the Term Loans and the
Delayed Draw Term Loans, (b) shall not mature earlier than (i) with respect to
Incremental Loans incurred prior to the Fourth Amendment Effective Date, the Term
Loan Maturity Date and Delayed Draw Term Loan Maturity Date and (ii) with respect to
Incremental Loans incurred on or after the Fourth Amendment Effective Date, the
latest of the Term Loan Maturity Date, Delayed Draw Term Loan Maturity Date and
Extending Revolving Credit Termination Date (but may, subject to clause (c) below,
have amortization prior to such date), (c) shall not have a weighted average life
that is shorter than the then-remaining weighted average life of the Term Loans or
the Delayed Draw Term Loans, and (d) except as set forth above, shall be treated
substantially the same as (and in any event no more favorably than) the Term Loans
and the Delayed Draw Term Loans (in each case, including with respect to mandatory
and voluntary prepayments), provided that if the Applicable Margin relating to any
Incremental Loan (other than with respect to Incremental Revolving Credit
Commitments established on or after the Fourth Amendment Effective Date or any
Extending Revolving Credit Loans made thereunder) (as adjusted for upfront fees
payable to Lenders of the Incremental Loans and original issue discount) exceeds the
Applicable Margin relating to the Term Loans and the Delayed Draw Term Loans
immediately prior to the effectiveness of the Incremental Facility Amendments by
more than 0.25%, the Applicable Margin relating to the Term Loans and the Delayed
Draw Term Loans shall be adjusted to an amount equal to the Applicable Margin of the
Incremental Loans (as such Applicable Margin is adjusted to reflect for upfront fees
payable to the Lenders of the Incremental Loans and original issue discount) minus
0.25%.


 


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1.11 Amendment to Section 2.8(e). Section 2.8(e) of the Credit Agreement is
restated in its entirety as follows:




“(e) The Borrower and any one or more Lenders (including New Lenders) that agree to
provide Incremental Loans shall execute and deliver to the Administrative Agent an
Incremental Facility Activation Notice specifying, in compliance with Section
2.8(c): (i) the amount of the Incremental Loans and the Facility or Facilities
involved, (ii) the applicable Incremental Loans closing date which shall be a
Business Day, (iii) the Incremental Loans maturity date (which, in the case of
Incremental Revolving Credit Commitments provided hereunder on or after the Fourth
Amendment Effective Date, shall be the Extending Revolving Credit Termination Date),
(iv) the amortization schedule for the Incremental Term Loans and Incremental
Delayed Draw Term Loans, as applicable, and (v) the Applicable Margin for such
Incremental Loans or Incremental Revolving Credit Commitments (which, in the case of
Incremental Revolving Credit Commitments provided hereunder on or after the Fourth
Amendment Effective Date, shall be the same as the Applicable Margin on the
Extending Revolving Credit Commitments). Any additional bank, financial institution
or other entity which, with the consent of the Borrower and the Administrative Agent
(which consent shall not be unreasonably withheld), elects to become a “Lender”
under this Agreement in connection with any transaction described in Section 2.8(c)
shall execute a New Lender Supplement (each, a “New Lender Supplement”),
substantially in the form of Exhibit B-2, whereupon (i) such bank, financial
institution or other entity (a “New Lender”) shall become a Lender for all
purposes and to the same extent as if originally a party hereto and shall be bound
by and entitled to the benefits of this Agreement and (ii) the Incremental Term
Loans shall be treated as “Term Loans” and the Incremental Delayed Draw Term Loans
shall be treated as “Delayed Draw Term Loans,” and the “Incremental Revolving Credit
Loans” shall be treated as “Non-Extending Revolving Credit Loans” or, with respect
to Incremental Revolving Credit Commitments made on or after the Fourth Amendment
Effective Date, “Extending Revolving Credit Loans” for all purposes of this
Agreement, other than for purposes of the provisions of this Agreement specifically
modified or addressed in the Incremental Facility Activation Notice.”




1.12 Amendment to Section 2.9(a). Section 2.9(a) of the Credit Agreement is
restated in its entirety as follows:




“(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent
for the account of the appropriate Non-Extending Revolving Credit Lender, Extending
Revolving Credit Lender, Swing Line Lender, Term Loan Lender or Delayed Draw Term
Loan Lender, as the case may be, (i) the then unpaid principal amount of each
Non-Extending Revolving Credit Loan on the Non-Extending Revolving Credit
Termination Date, (ii) the then unpaid principal amount of each Extending Revolving
Credit Loan on the Extending Revolving Credit Termination Date, (iii) the then
unpaid principal amount of each Swing Line Loan on the Non-Extending Revolving
Credit Termination Date, (iv) the then unpaid principal amount of each Swing Line
Loan on the Extending Revolving Credit Termination Date, (v) the principal amount of
each Term Loan of such Term Loan Lender in installments according to the
amortization schedule set forth in the Incremental Facility Activation Notice with
respect to such Term Loan and (vi) the principal amount of each Delayed Draw Term
Loan of such Delayed Draw Term Loan Lender in installments according to the
amortization schedule set forth in the Incremental Facility Activation Notice with
respect to such Delayed Draw Term Loan. The Borrower hereby further agrees to pay
interest on the unpaid principal amount of the Loans from time to
time outstanding from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in Section 2.16.”


 


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1.13 Amendment to Section 2.9(e). Section 2.9(e) of the Credit Agreement is
restated in its entirety as follows:




“(e) The Borrower agrees that, upon request to the Administrative Agent by any
Lender, the Borrower will promptly execute and deliver to such Lender a promissory
note of the Borrower evidencing any Term Loans, Delayed Draw Term Loans,
Non-Extending Revolving Credit Loans, Swing Line Loans, or Extending Revolving
Credit Loans, as the case may be, of such Lender, substantially in the forms of
Exhibit I-1, I-2, I-3, I-4 or I-5,
respectively (a “Term Note”, “Delayed Draw Term Note”,
“Non-Extending Revolving Credit Note”, “Swing Line Note” or
“Extending Revolving Credit Note”, respectively), with appropriate
insertions as to date and principal amount; provided, that delivery of Notes
shall not be a condition precedent to the making of Loans on a Borrowing Date.”




1.14 Amendment to Section 2.10(a). Section 2.10(a) of the Credit Agreement is
restated in its entirety as follows:




“(a) Revolving Credit Commitment Fees. The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Credit Lender a commitment
fee on the Non-Extending Revolving Credit Commitments and the Extending Revolving
Credit Commitments for the respective applicable Revolving Credit Commitment Period,
in each case computed at the Commitment Fee Rate applicable to the relevant
Revolving Credit Commitment on the average daily amount of (i) in the case of
Non-Extending Revolving Credit Commitments, the Available Non-Extending Revolving
Credit Commitment of such Lender and (ii) in the case of Extending Revolving Credit
Commitments, the Available Extending Revolving Credit Commitment of such Lender
during the period for which payment is made, payable quarterly in arrears on the
last day of each March, June, September and December and, in the case of
Non-Extending Revolving Credit Commitments, on the Non-Extending Revolving Credit
Termination Date and in the case of Extending Revolving Credit Commitments, on the
Extending Revolving Credit Termination Date, in each case commencing on the first of
such dates to occur after the date hereof.”




1.15 Amendment to Section 2.11. Section 2.11 of the Credit Agreement is restated in
its entirety as follows:




“2.11 Termination or Reduction of Commitments.




(a) The Borrower shall have the right, upon not less than five Business Days’
irrevocable notice delivered to the Administrative Agent (which notice shall specify
the date and amount of such commitment reduction), to terminate the Revolving Credit
Commitments or, from time to time, reduce the unused Revolving Credit Commitments;
provided that (i) no such termination or reduction of Revolving Credit Commitments
shall be permitted if, after giving effect thereto and to any prepayments of the
Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the
Total Revolving Extensions of Credit would exceed the Total Revolving Credit
Commitments, (ii) each such reduction shall be applied pro rata
among the Non-Extending Revolving Credit Commitments and the Extending Revolving
Credit Commitments on the basis of the Aggregate Non-Extending Percentage and
Aggregate Extending Percentage of the Total Revolving Credit Commitments and shall be applied ratably among the Non-Extending Revolving Credit
Lenders to permanently reduce the Non-Extending Revolving Credit Commitments and
among the Extending Revolving Credit Lenders to permanently reduce the Extending
Revolving Credit Commitments, (iii) the reduction to the aggregate Available
Non-Extending Revolving Credit Commitments shall in no case be in an amount which
would cause the Non-Extending Revolving Credit Commitment of any Lender to be
reduced by an amount which exceeds the Available Non-Extending Revolving Credit
Commitment of such Lender as in effect immediately before giving effect to such
reduction and (iv) the reduction to the aggregate Available Extending Revolving
Credit Commitments shall in no case be in an amount which would cause the Extending
Revolving Credit Commitment of any Lender to be reduced by an amount which exceeds
the Available Extending Revolving Credit Commitment of such Lender as in effect
immediately before giving effect to such reduction.



 


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(b) Each Lender’s Non-Extending Revolving Credit Commitment shall terminate in its
entirety on the Non-Extending Revolving Credit Termination Date.




(c) Each Lender’s Extending Revolving Credit Commitment shall terminate in its
entirety on the Extending Revolving Credit Termination Date.




(d) The Borrower shall have the right, upon not less than five Business Days’
irrevocable notice delivered to the Administrative Agent (which notice shall specify
the date and amount of such commitment reduction), to reduce or terminate any unused
delayed draw term loan commitments.”




1.16 Amendment to Section 2.16(c). Section 2.16(c) of the Credit Agreement is
restated in its entirety as follows:




“(c) If all or a portion of the principal amount of any Loan or the amount of any
Reimbursement Obligation or the amount of any other obligation hereunder shall not
be paid when due (whether at the stated maturity, by acceleration or otherwise),
such unpaid amount (to the extent legally permitted) shall bear interest at a rate
per annum that is equal to (i) in the case of the Loans, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this Section
2.16 plus 2% or (ii) in the case of Reimbursement Obligations or any other
obligations hereunder, the rate applicable to (x) Base Rate Loans that are
Non-Extending Revolving Credit Loans for any Lender hereunder other than an
Extending Revolving Credit Lender and (y) Base Rate Loans that are Extending
Revolving Credit Loans for Extending Revolving Credit Lenders, in each case with
respect to clauses (x) and (y) above, plus 2%, and in each case, with respect to
clauses (i) and (ii) above, from the date of such non-payment until the date such
amount is paid in full (after as well as before judgment).”




1.17 Amendment to Section 2.19(d). Section 2.19(d) of the Credit Agreement is
restated in its entirety as follows:




“(d) Each payment (including each prepayment) by the Borrower on account of
principal of and interest on the Revolving Credit Loans shall be made pro
rata according to the respective outstanding principal amounts of the
Revolving Credit Loans then held by the Revolving Credit Lenders; provided however
that it shall not be a violation of this Section 2.19(d) if the Borrower pays (i)
the Applicable Margin applicable to Non-Extending Revolving Credit Commitments to
Non-Extending Revolving Credit Lenders
in accordance with their Non-Extending Revolving Credit Percentages and (ii) the
Applicable Margin applicable to Extending Revolving Credit Commitments to Extending
Revolving Credit Lenders in accordance with their Extending Revolving Credit
Percentages. Each payment in respect of Reimbursement Obligations in respect of any
Letter of Credit shall be made to the Issuing Lender that issued such Letters of
Credit.”


 


15









 






1.18 Amendment to Section 2.25. Section 2.25 of the Credit Agreement is restated in
its entirety as follows:




“2.25 Replacement of Lenders. If any Lender (a) requests reimbursement for
amounts owing pursuant to Sections 2.20(a) or 2.21(a), (b) is affected in the manner
described in Section 2.23 and as a result thereof any of the actions described in
such Section 2.23 is required to be taken, (c) becomes a Defaulting Lender or
otherwise defaults in its obligations to make Loans or fund Payment Amounts to the
extent required to do so hereunder, or (d) refuses to consent to an amendment,
modification or waiver pursuant to Section 10.1, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse, all of its interests, rights
and obligations under this Agreement and the related Loan Documents to an Assignee
that shall assume such obligations (which Assignee may be another Lender, if a
Lender accepts such assignment), provided that (i) the Borrower shall have paid to
the Administrative Agent the registration and processing fee (if applicable), (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents from such Assignee (to
the extent of such outstanding principal, accrued interest, fees and/or breakage
costs) or the Borrower (in the case of all other amounts), (iii) such Assignee is
able to make, maintain or continue, as applicable, Eurodollar Rate Loans, and (iv)
such assignment does not conflict with any applicable Law. A Lender shall not be
required to make any such assignment or delegation if, prior thereto, as a result of
a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.”




1.19 Amendment to Section 2.26. A new Section 2.26 is added to the Credit Agreement
as follows:




“2.26 Conversion of Extending Revolving Credit Commitments. (a) The
Borrower shall have the right to request on one or more occasions on and after the
Fourth Amendment Effective Date and prior to the Non-Extending Revolving Credit
Termination Date that one or more Lenders convert their existing Non-Extending
Revolving Credit Commitments to Extending Revolving Credit Commitments (pursuant to
Section 2.8 and/or Section 10.1 hereof), it being understood and agreed, however,
that:




(i) notwithstanding any other provision herein to the contrary, no Lender shall
be obligated to convert, increase or provide an Extending Revolving Credit
Commitment as a result of any such request by the Borrower, and until such time, if
any, as such Lender has agreed in its sole discretion to convert, increase or
provide an Extending Revolving Credit Commitment and executed and delivered to the
Administrative Agent an Extending Revolving Credit Commitment Agreement agreeing to
the conversion of its Non-Extending Revolving Credit Commitment or consenting to the
increase or provision of a new Extending Revolving Credit Commitment, such
Lender’s Non-Extending Revolving Credit Commitment shall not be converted and
such Lender’s Extending Revolving Credit Commitment will not be increased,


 


16









 






(ii) any Lender (or, in the circumstances contemplated by clause (v) below, any
other Person which is permitted to become a Lender hereunder) may so convert,
increase or provide an Extending Revolving Credit Commitment without the consent of
any other Lender,




(iii) each conversion, increase or provision of Extending Revolving Credit
Commitments pursuant to this Section 2.26 on a given date shall be in a minimum
aggregate amount (for all Lenders (including in the circumstances contemplated by
clause (v) below, any other Person which is permitted to become a Lender hereunder)
of at least $1,000,000,




(iv) the conversion of a Non-Extending Revolving Credit Commitment to an
Extending Revolving Credit Commitment shall have the effect of increasing the
Extending Revolving Credit Commitment of each consenting Lender and permanently
reducing such Lender’s Non-Extending Revolving Credit Commitment by the amount of
such conversion as specified in the relevant Extending Revolving Credit Commitment
Agreement effective on the date specified in such agreement,




(v) the Borrower may, on the terms and conditions set forth herein with respect
to Incremental Loans, request additional Extending Revolving Credit Commitments from
Lenders or Persons that are permitted to become Lenders hereunder, and




(vi) the Applicable Margin, Extending Revolving Credit Termination Date and
other provisions applicable to the Extending Revolving Credit Commitments shall be
set forth in the initial Extending Revolving Credit Commitment Agreement and all
subsequent Extending Revolving Credit Loans (whether converted from Non-Extending
Revolving Credit Loans, an increase of an Extending Revolving Credit Commitment or
provided by any other Person which is permitted to be a Lender hereunder) shall be
deemed to contain the same Applicable Margin, Extending Revolving Credit Termination
Date and other provisions applicable to Extending Revolving Credit Commitments as
those set forth in such initial Extending Revolving Credit Commitment Agreement as
if set forth fully herein.




(b) The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Extending Revolving Credit Commitment Agreement, and (i) at
such time the Register shall be modified by the Administrative Agent to reflect the
Extending Revolving Credit Commitments and Non-Extending Revolving Credit
Commitments of all Lenders and (ii) to the extent requested by a Lender with an
Extending Revolving Credit Commitment, the appropriate Notes will be issued, at the
Borrower’s expense, to such Lender, to be in conformity with the requirements of
Section 2.9 (with appropriate modifications) to the extent needed to reflect the
Extending Revolving Credit Commitment of such Lender, as the case may be.


 


17









 






(c) On the effective date of any increase in the Extending Revolving Credit
Commitments pursuant to this Section 2.26, the Borrower shall, in coordination with
the Administrative Agent, repay outstanding Non-Extending Revolving Credit Loans
and/or Extending Revolving Credit Loans of certain of the Lenders with a
Non-Extending
Revolving Credit Commitment or Extending Revolving Credit Commitment, as applicable,
and incur additional Non-Extending Revolving Credit Loans and/or Extending Revolving
Credit Loans from certain other Lenders with a Non-Extending Revolving Credit
Commitment and/or Extending Revolving Credit Commitment, in each case to the extent
necessary so that all of the Lenders participate in each outstanding borrowing of
Non-Extending Revolving Credit Loans and Extending Revolving Credit Loans
pro rata within each tranche of Revolving Credit Commitments on the
basis of their respective Non-Extending Revolving Credit Commitments or Extending
Revolving Credit Commitments (after giving effect to any increase in the Total
Extending Revolving Credit Commitments and decrease in the Total Non-Extending
Revolving Credit Commitments pursuant to this Section 2.26) and pro
rata across each tranche of Revolving Credit Commitments based on the
Aggregate Extending Percentage and Aggregate Non-Extending Percentage of the Total
Revolving Credit Commitments and with the Borrower being obligated to pay to the
respective Lenders the costs of the type referred to in Section 2.22 in connection
with any such repayment and/or borrowing.




(d) On the Non-Extending Revolving Credit Termination Date, subject to the terms of
Section 2.4(b), Section 2.5 (provided that provisions in Section 2.5 relating to
notifying Non-Extending Revolving Credit Lenders and funding by Non-Extending
Revolving Credit Lenders shall not be applicable to borrowings under this Section
2.26(d)) and Section 5.2, the Borrower may borrow Extending Revolving Credit Loans
to pay in full the aggregate amount of all Non-Extending Revolving Extensions of
Credit without also borrowing Non-Extending Revolving Credit Loans on such date.




(e) Notwithstanding anything to the contrary contained herein, in no event shall any
Extending Revolving Credit Commitment Agreement become effective for so long as LCPI
is the Administrative Agent.”




1.20 Amendment to Section 3.1. Section 3.1 of the Credit Agreement is restated in
its entirety as follows:




“3.1 L/C Commitment.




(a) Subject to the terms and conditions hereof, each Issuing Lender, in
reliance on the agreements of the other Revolving Credit Lenders set forth in
Section 3.4(a), agrees to issue standby letters of credit and, to the extent
available from such Issuing Lender, commercial letters of credit (collectively, the
“Letters of Credit”) for the account of the Borrower on any Business Day
from the Effective Date until the Extending Revolving Credit Termination Date in
such form as may be approved from time to time by such Issuing Lender;
provided, that no Issuing Lender shall have any obligation to issue any
Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations
would exceed the L/C Commitment or (ii) the aggregate amount of the Available
Revolving Credit Commitments would be less than zero. Each Letter of Credit shall
(i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the
first anniversary of its date of issuance and (y) the date which is five Business
Days prior to the Extending Revolving Credit Termination Date; provided that
any Letter of Credit with a one-year term may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the date referred
to in clause (y) above).


 


18









 






(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the
Stated Amount of which, when added to the L/C Obligations then outstanding (in each
case exclusive of Payment Amounts which are repaid on the date of, and prior to
the issuance of, the respective Letter of Credit) at such time would exceed (x) the
L/C Commitment and (y) when added to the aggregate outstanding principal amount of
all Revolving Credit Loans and all Swing Line Loans then outstanding, the Total
Revolving Credit Commitment; and (ii) no Extending Letter of Credit shall be issued
the Stated Amount of which, when added to the sum of (I) the Aggregate Extending
Percentage of L/C Obligations then outstanding (exclusive of (A) Extending L/C
Obligations then outstanding and (B) Payment Amounts relating to Extending Letters
of Credit which are repaid on the date of, and prior to the issuance of, the
respective Extending Letter of Credit), (II) the aggregate amount of Extending L/C
Obligations then outstanding (exclusive of Payment Amounts which are repaid on the
date of, and prior to the issuance of, the respective Extending Letter of Credit),
(III) the Aggregate Extending Percentage of the aggregate outstanding principal
amount of all Swing Line Loans then outstanding and (IV) the aggregate outstanding
principal amount of all Extending Revolving Credit Loans, would exceed the Total
Extending Revolving Credit Commitment.




(c) It is acknowledged and agreed that with respect to each of the Letters of
Credit which were issued under this Agreement prior to the Fourth Amendment
Effective Date and which remain outstanding on the Fourth Amendment Effective Date,
from and after the Fourth Amendment Effective Date, with respect to all such Letters
of Credit and any related Payment Amount there shall be an automatic adjustment to
the participations held by each Lender thereunder pursuant to this Section 3.1(c),
so that the undivided participation and interest of the Lenders in each such Letter
of Credit and any related Payment Amount is divided ratably between the
Non-Extending Revolving Credit Commitments and the Extending Revolving Credit
Commitments, and among Lenders with Non-Extending Revolving Credit Commitments
ratably in proportion to each such Lender’s Non-Extending Revolving Credit
Percentage and among Lenders with Extending Revolving Credit Commitments ratably in
proportion to each such Lender’s Extending Revolving Credit Percentage.




(d) No Issuing Lender shall at any time be obligated to issue any Letter of
Credit hereunder if such issuance would conflict with, or cause such Issuing Lender
or any L/C Participant to exceed any limits imposed by, any applicable Requirement
of Law.”




1.21 Amendment to Section 3.3(a). Section 3.3 of the Credit Agreement is restated
in its entirety as follows:




“(a) The Borrower will pay a fee on the aggregate drawable amount of all outstanding
Letters of Credit in consideration of the L/C Participations noted in Section 3.4
below (it being understood that, in light of the foregoing, no fees shall be payable
under this Section 3.3(a) to Non-Extending Revolving Credit Lenders in respect of
Extending Letters of Credit) at a per annum rate equal to (i) in the case of
Non-Extending Revolving Credit Commitments, the Applicable Margin then in effect
with respect to Eurodollar Loans that are Non-Extending Revolving Credit Loans,
shared ratably among the Non-Extending Revolving Credit Lenders in accordance with
their respective Non-Extending Revolving Credit Percentages and (ii) in the case of
Extending Revolving Credit Commitments, the Applicable Margin then in effect with
respect to Eurodollar Loans that are Extending Revolving Credit Loans, shared
ratably among the Extending Revolving Credit Lenders in accordance with their
respective Extending Revolving Credit Percentages, in each case payable quarterly in
arrears on each L/C Fee Payment Date after the issuance date. In addition, the
Borrower shall pay to the relevant Issuing Lender
for its own account a fronting fee (in an amount to be agreed to by the Borrower and
such Issuing Lender) on the aggregate drawable amount of all outstanding Letters of
Credit issued by it, which fee shall be payable quarterly in arrears on the last day
of each March, June, September and December, the Non-Extending Revolving Credit
Termination Date and the Extending Revolving Credit Termination Date. ”


 


19









 






1.22 Amendment to Section 3.4. Section 3.4 of the Credit Agreement is restated in
its entirety as follows:




“3.4 L/C Participations. 




(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each
L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby
accepts and purchases from each Issuing Lender, on the terms and conditions
hereinafter stated, for such L/C Participant’s own account and risk, a participation
interest as described below, provided that as to any Letter of Credit that
expires on or after the date that is five Business Days immediately prior to the
Non-Extending Revolving Credit Termination Date (such Letter of Credit, an
“Extending Letter of Credit”), such L/C Participants shall be limited to
Extending Revolving Credit Lenders, and in the case of any such renewal, there shall
be an automatic adjustment to the participations pursuant to this Section 3.4 to
allocate all such participations in such renewed Letter of Credit among the
Extending Revolving Credit Lenders. Each L/C Participant shall be deemed to have
irrevocably accepted and purchased from such Issuing Lender and hereby accepts and
purchases from each Issuing Lender, on the terms and conditions hereinafter stated,
for such L/C Participant’s own account and risk, an undivided interest equal to (i)
such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s
obligations and rights under each Letter of Credit issued by such Issuing Lender
hereunder and the amount of each draft paid by such Issuing Lender thereunder (other
than Extending Letters of Credit) or (ii) such L/C Participant’s Extending Revolving
Credit Percentage in such Extending Letter of Credit. Each L/C Participant
unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is
paid under any Letter of Credit issued by such Issuing Lender for which such Issuing
Lender is not reimbursed in full by the Borrower in accordance with the terms of
this Agreement, such L/C Participant shall pay to the Administrative Agent, for the
account of such Issuing Lender, upon demand at the Administrative Agent’s Payment
Office (and thereafter the Administrative Agent shall promptly pay to such Issuing
Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage (or,
in the case of Extending Letters of Credit, such L/C Participant’s Extending
Revolving Credit Percentage) of the amount of such draft, or any part thereof, that
is not so reimbursed. Upon any change in the respective Revolving Credit
Commitments or Revolving Credit Percentages (or Extending Revolving Credit
Commitments or Extending Revolving Credit Percentages in the case of Extending
Letters of Credit) of the Lenders pursuant to the terms hereof, it is hereby agreed
that, with respect to all such outstanding Letters of Credit or, as the case may be,
Extending Letters of Credit and, in each case, any related Payment Amounts, there
shall be an automatic adjustment to the participations pursuant to this Section 3.4
to reflect the new Revolving Credit Percentages (or Extending Revolving Credit
Percentages in the case of Extending Letters of Credit) of the assignor and assignee
Lender or of all Lenders with respective Revolving Credit Commitments (or Extending
Revolving Credit Commitments in the case of Extending Letters of Credit), as
applicable.


 


20









 






(b) If any amount required to be paid by any L/C Participant to the
Administrative Agent, for the account of an Issuing Lender, pursuant to Section
3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing
Lender under any Letter of Credit is not paid to such Issuing Lender within three
Business Days after the date such payment is due, such Issuing Lender shall so
notify the Administrative Agent, who shall notify such L/C Participant and such L/C
Participant shall pay to the Administrative Agent, for the account of such Issuing
Lender on demand (and thereafter the Administrative Agent shall promptly pay to such
Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the
daily average Federal Funds Effective Rate during the period from and including the
date such payment is required to the date on which such payment is immediately
available to such Issuing Lender, times (iii) a fraction the numerator of which is
the number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any L/C Participant pursuant to
Section 3.4(a) is not made available to the Administrative Agent, for the account of
such Issuing Lender, by such L/C Participant within three Business Days after the
date such payment is due, the Administrative Agent on behalf of such Issuing Lender
shall be entitled to recover from such L/C Participant, on demand, such amount with
interest thereon calculated from such due date at the rate per annum applicable to
Base Rate Loans that are Non-Extending Revolving Credit Loans. A certificate the
Administrative Agent submitted on behalf of such Issuing Lender submitted to any L/C
Participant with respect to any such amounts owing under this Section shall be
conclusive in the absence of manifest error.




(c) Whenever, at any time after an Issuing Lender has made payment under any
Letter of Credit and has received from the Administrative Agent or any L/C
Participant its pro rata share of such payment in accordance with
Section 3.4(a) (or, in the case of Extending Letters of Credit, the pro
rata share based on the Extending Revolving Credit Percentage), such Issuing
Lender receives any payment related to such Letter of Credit (whether directly from
the Borrower or otherwise, including proceeds of collateral applied thereto by such
Issuing Lender), or any payment of interest on account thereof, such Issuing Lender
will distribute to the Administrative Agent, for the account of such L/C Participant
(and thereafter the Administrative Agent shall promptly pay such L/C Participant),
its pro rata share thereof (or, in the case of Extending Letters of
Credit, the pro rata share based on the Extending Revolving Credit
Percentage); provided, however, that in the event that any such
payment received by such Issuing Lender shall be required to be returned by such
Issuing Lender, such L/C Participant shall return to the Administrative Agent, for
the account of such Issuing Lender (and thereafter the Administrative Agent shall
promptly pay to such Issuing Lender), the portion thereof previously distributed by
such Issuing Lender. ”




1.23 Amendment to Section 3.9. A new Section 3.9 is added to the Credit Agreement
as follows:




“3.9 Lender Defaults. No Issuing Lender shall have any obligation to issue
any Letter of Credit if (a) a Lender Default exists with respect to any Lender with
a Revolving Credit Commitment or (b) such Issuing Lender, in its reasonable
discretion, determines that there may be a risk of one or more Revolving Credit
Lenders becoming a Defaulting Lender, unless, in either case, the Issuing Lender has
entered into arrangements satisfactory to it and the Borrower to eliminate such
Issuing Lender’s risk with respect to the relevant Lender(s), including by cash
collateralizing such Lender’s Revolving Credit Percentage of L/C Obligations then
outstanding (other than Extending L/C Obligations)
and Extending Revolving Credit Percentage of Extending L/C Obligations (such
arrangements, the “Letter of Credit Back-Stop Arrangements”). If any Lender
with a Revolving Credit Commitment (a) becomes a Defaulting Lender or (b) is at
risk, in the reasonable discretion of an Issuing Lender, of becoming a Defaulting
Lender at any time that any Letter of Credit is outstanding, the Borrower shall
enter into the applicable Letter of Credit Back-Stop Arrangements with such Issuing
Lender or Issuing Lenders no later than 10 Business Days after the date the Borrower
receives notice from such Issuing Lender requesting the applicable Letter of Credit
Back-Stop Arrangements.”


 


21









 






1.24 Amendment to Section 4.21. Section 4.21 of the Credit Agreement is restated in
its entirety as follows:




“4.21 Senior Indebtedness. The Obligations constitute “Senior Debt” of the
Borrower under and as defined in the Indentures governing Subordinated Obligations
or Permitted Refinancing Obligations (to the extent subordinated in right of payment
to the Obligations). The obligations of each Subsidiary Guarantor under the
Subsidiary Guaranty constitute “Guarantor Senior Indebtedness” of such Subsidiary
Guarantor under and as defined in the Indentures governing Subordinated Obligations
or Permitted Refinancing Obligations (to the extent subordinated in right of payment
to the Obligations).”




1.25 Amendment to Section 7.1(a). Section 7.1(a) of the Credit Agreement is
restated in its entirety as follows:




“(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as at the last day of any period of four consecutive fiscal quarters of the
Borrower ending with any fiscal quarter set forth below to exceed the ratio set
forth below opposite such fiscal quarter:



	 	 	 	 	 
	 	 	Consolidated	 
	Fiscal Quarter Ending	 	Leverage Ratio	 
	 
	 	 	 	 
	After the Effective Date and on or prior to June 30, 2007
	 	 	7.00	 
	After June 30, 2007 and on or prior December 31, 2007
	 	 	7.50	 
	After December 31, 2007 and on or prior to March 31, 2008
	 	 	7.25	 
	After March 31, 2008 and on or prior to December 31, 2008
	 	 	7.00	 
	After December 31, 2008 and on or prior to December 31, 2009
	 	 	6.50	 
	After December 31, 2009 and on or prior to March 31, 2010
	 	 	6.75	 
	After March 31, 2010 and on or prior to June 30, 2010
	 	 	6.50	 
	After June 30, 2010 and on or prior to September 30, 2010
	 	 	6.00	 
	Thereafter
	 	 	5.00	”







1.26 Amendment to Section 7.1(b). Section 7.1(b) of the Credit Agreement is
restated in its entirety as follows:




“(b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower
ending with any fiscal quarter set forth below to be less than the ratio set forth
below opposite such fiscal quarter:



	 	 	 	 	 
	 	 	Consolidated Interest	 
	Fiscal Quarter Ending	 	Coverage Ratio	 
	 
	After the Effective Date and on
or prior to December 31, 2008
	 	 	1.50	 
	After December 31, 2008 and
on or prior to June 30, 2010
	 	 	1.75	 
	Thereafter
	 	 	2.00	”






 


22









 






1.27 Amendment to Section 7.2. Section 7.2 of the Credit Agreement is amended by
replacing “Guaranty Obligations” each place it appears with “Guarantee Obligations”.




1.28 Amendment to Section 7.2(h). Section 7.2(h) of the Credit Agreement is
restated in its entirety as follows:




(h) New Subordinated Obligations and/or Permitted Refinancing Obligations (and
Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness),
all of the Net Cash Proceeds of which are used to refinance (including pursuant to a
tender, redemption, exchange or other replacement) Term Loans, Delayed Draw Term
Loans, Revolving Credit Loans, Subordinated Obligations, Permitted Senior Unsecured
Indebtedness or Permitted Refinancing Obligations (and all interest and expenses
incurred in connection therewith);




1.29 Amendment to Section 7.2. Section 7.2 of the Credit Agreement is amended by
deleting the word “and” at the end of clause (l), adding the word “; and” at the end of
clause (m), and adding the following clause (n) after clause (m):




“(n) Permitted Senior Unsecured Indebtedness, and Guarantee Obligations of any
Subsidiary Guarantor in respect thereof.”




1.30 Amendment to Section 7.3. Section 7.3 of the Credit Agreement is amended by
deleting the word “and” at the end of clause (t), replacing the period at the end of clause
(u) with “; and”, and adding the following clause (v) after clause (u):




“(v) Liens created pursuant to any Back-Stop Arrangement.”




1.31 Amendment to Section 7.8(a). Section 7.8(a) of the Credit Agreement is
restated in its entirety as follows:




“(a) Make or offer to make any optional or voluntary payment, prepayment, repurchase
or redemption of, or otherwise voluntarily or optionally defease, the principal of
Subordinated Notes, the Permitted Refinancing Notes or Permitted Senior Unsecured
Indebtedness, or segregate funds for any such payment, prepayment, repurchase,
redemption or defeasance, or enter into any derivative or other transaction with any
Derivatives Counterparty obligating the Borrower or any Subsidiary to make payments
to such Derivatives Counterparty as a result of any change in market value of the
Subordinated Notes, the Permitted Refinancing Notes or Permitted Senior Unsecured
Indebtedness, provided that:




(i) the Borrower may prepay Existing Subordinated Obligations, New
Subordinated Obligations, Permitted Senior Unsecured Indebtedness and
Permitted Refinancing Obligations in connection with the refinancing of such
Existing Subordinated Obligations, New Subordinated Obligations, Permitted
Senior Unsecured Indebtedness or Permitted Refinancing Obligations with the
proceeds of (1) New Subordinated Obligations and/or Permitted Refinancing
Obligations permitted pursuant to Section 7.2(h), or (2) Permitted Senior
Unsecured Indebtedness permitted pursuant to Section 7.2(n);


 


23









 






(ii) if there is no Default or Event of Default (giving effect to such
transaction), the Borrower may make any optional or voluntary payment,
prepayment, repurchase or redemption of, or otherwise voluntarily or
optionally defease the Borrower’s Indebtedness under the Senior Subordinated
Notes Indenture 2003 and the Senior Subordinated Notes Indenture 2004 in an
amount not to exceed $100,000,000;”




1.32 Annex A. Annex A of the Credit Agreement is restated in its entirety as
follows:



“PRICING GRID FOR NON-EXTENDING REVOLVING CREDIT LOANS





The margins set forth in the following table shall apply:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable	 	 	Applicable	 	 	 	 
	 	 	Margin	 	 	Margin	 	 	Commitment Fee Rate for	 
	 	 	for Eurodollar	 	 	for Base Rate	 	 	Non-Extending Revolving	 
	Consolidated Leverage Ratio	 	Loans	 	 	Loans	 	 	Credit Commitment	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than or equal to 6.00
	 	 	3.00	%	 	 	1.50	%	 	 	0.50	%
	Greater than or equal to 5.50 and less than 6.00
	 	 	2.75	%	 	 	1.25	%	 	 	0.45	%
	Greater than or equal to 5.00 and less than 5.50
	 	 	2.50	%	 	 	1.00	%	 	 	0.375	%
	Greater than or equal to 4.00 and less than 5.00
	 	 	2.25	%	 	 	0.75	%	 	 	0.30	%
	Less than 4.00
	 	 	2.00	%	 	 	0.50	%	 	 	0.25	%







The Applicable Margin and Commitment Fee Rate with respect to Extending Revolving
Credit Loans and Extending Revolving Credit Commitments shall be as set forth in the
initial Extending Revolving Credit Commitment Agreement.




Changes in the Applicable Margin and the Commitment Fee Rate with respect to
Revolving Credit Loans resulting from changes in the Consolidated Leverage Ratio
shall become effective on the date (the “Adjustment Date”) on which
financial statements are delivered to the Lenders pursuant to Section 6.1 (but in
any event not later than the 45th day after the end of each of the first three
quarterly periods of each fiscal year or the 90th day after the end of each fiscal
year, as the case may be) and shall remain in effect until the next change to be
effected pursuant to this paragraph. If any financial statements referred to above
are not delivered within the time periods specified above, then, until
such financial statements are delivered, the Consolidated Leverage Ratio as at the
end of the fiscal period that would have been covered thereby shall for the purposes
of this definition be deemed to be greater than 6.00. In the event that any
financial statement or Compliance Certificate delivered pursuant to Section 6.1 or
6.2 is shown to be inaccurate, and such inaccuracy, if corrected would have led to a
higher Applicable Margin for any period (an “Applicable Period”) than such
margin applied for such Applicable Period, then (i) the Borrower shall immediately
deliver to Administrative Agent a corrected Compliance Certificate for such
Applicable Period, (ii) the Applicable Margin shall be determined by reference to
the corrected Compliance Certificate (but in no event shall the Lenders owe any
amounts to the Borrower), and (iii) the Borrower shall immediately pay to
Administrative Agent the additional interest owing as a result of such increased
margin for such Applicable Period, which payment shall be promptly applied by
Administrative Agent in accordance with the terms hereof (it being understood and
agreed that nothing in this section shall limit the rights of Administrative Agent
and the Lenders hereunder).”




 


24









 







1.33 Exhibit I-3 to the Credit Agreement is hereby amended and restated as set forth on
Exhibit B hereto.




1.34 Exhibit I-5 to the Credit Agreement is hereby added to the Credit Agreement as set
forth on Exhibit C hereto immediately after Exhibit I-4 to the Credit Agreement.




1.35 Exhibit M to the Credit Agreement is hereby amended and restated as set forth on
Exhibit D hereto.




1.36 Exhibit O to the Credit Agreement is hereby amended and restated as set forth on
Exhibit E hereto.



Section 2. REDUCTION OF COMMITMENTS. Effective as of the Fourth Amendment Effective Date, each
Lender’s Commitment shall be reduced by fifteen percent (15.0%) (the “Commitment
Reduction”).



Section 3. AGENCY MATTERS.





3.1 Notice of Resignation. The Borrower and the Lenders party hereto hereby
acknowledge receipt from the Administrative Agent of, subject to the terms and conditions
set forth herein and in the Agency Transfer Agreement (as defined below), the Administrative
Agent’s resignation as Administrative Agent and Swing Line Lender under the Credit Agreement
and the other Loan Documents. The Borrower and the Lenders party hereto hereby waive any
notice requirement provided for under Section 9.9 (Successor Administrative Agent) of the
Credit Agreement in respect of such resignation.




3.2 Agency Appointment. The Required Lenders hereby appoint Barclays Bank PLC as
successor administrative agent (the “Successor Agent”) under the Credit Agreement
and under the Loan Documents, such appointment to be effective on and as of the “Effective
Date” (as defined in the Agency Transfer Agreement (such date, the “Agency Transfer
Date”)). The Required Lenders and the Borrower hereby waive any notice requirement
provided for under Section 9.9 (Successor Administrative Agent) of the Credit Agreement in
respect of such appointment and the requirement in Section 9.9 (Successor Administrative
Agent) of the Credit Agreement that the successor agent must be selected from among the
Lenders. The Borrower hereby consents to the appointment of the Successor Agent as
Administrative Agent under the Credit Agreement and the other Loan Documents.


 


25









 






3.3 Required Lender Instruction and Agreement. The Required Lenders hereby instruct
each of the Administrative Agent and the Successor Agent to execute and deliver an
Amendment, Resignation, Waiver, Consent and Appointment Agreement (the “Agency Transfer
Agreement”) in substantially the form set forth on Exhibit F hereto. The
Required Lenders acknowledge and agree that the provisions of Section 9.4 of the Credit
Agreement shall be applicable to each of the Administrative Agent and the Successor Agent,
and that each of them shall in all cases be fully protected in acting in accordance with the
foregoing request. The Required Lenders also hereby agree that the Credit Agreement shall
be amended in substantially the manner set forth in Section 2 of the Agency Transfer
Agreement, such amendments to take effect on the Agency Transfer Date.




3.4 Indemnification and Expense Reimbursement for the Successor Agent. The parties
hereto hereby agree that, notwithstanding the appointment of the Successor Agent not taking
effect until the Agency Transfer Date, the Successor Agent and its affiliates shall be
entitled to the benefits and protections of Section 9.3 (Exculpatory Provisions), Section
9.4 (Reliance by Agents), Section 9.6 (Non-Reliance on Agents and Other Lenders), Section
9.7 (Indemnification) and Section 10.5 (Payment of Expenses) of the Credit Agreement as if
the Successor Agent and its affiliates were the Administrative Agent as of the Fourth
Amendment Effective Date.




3.5 Limitation. Each of the Borrower and each Required Lender hereby agrees that
this Amendment and the Agency Transfer Agreement (i) does not impose on LCPI affirmative
obligations or indemnities to which it was not already subject, as of the date of its
petition commencing its proceeding under chapter 11 of title 11 of the United States Code,
and that could give rise to any administrative expense claims other than claims arising as a
result of (x) the failure by LCPI to perform any of its obligations hereunder or thereunder
or (y) any representation or warranty of LCPI set forth herein or therein not being true and
correct on and as of the date hereof, thereof and the Agency Transfer Date and (ii) is not
inconsistent with the terms of the Credit Agreement.



Section 4. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. In order to induce the Required Lenders
to enter into this Amendment, the Borrower represents and warrants to the Lenders that:




4.1 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).


 


26









 






4.2 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.




4.3 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.




4.4 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
Fourth Amendment Effective Date.



Section 5. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. This Amendment, and the consents and
approvals contained herein, shall be effective on the date when each of the following conditions
has been satisfied:




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




5.2 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.




5.3 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 Fourth Amendment Effective Date as if made on and as of
such date after giving effect to this Amendment.




5.4 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 Fourth Amendment
Effective Date.




5.5 Delivery of Documents. Deutsche Bank Trust Company Americas (the “Lead
Arranger”) shall have received such other documents as the Lead Arranger may reasonably
request in connection with this Amendment.




5.6 Fees.




(a) The Borrower shall have transmitted, in immediately available funds, to each Lender
consenting in writing to this Amendment by a date to be specified to the Lenders by the
Borrower and the Lead Arranger, an amendment fee equal to an amount as agreed between the
Borrower and the Lenders.




(b) The Lead Arranger shall have received payment in immediately available funds of all
fees, costs and expenses of its counsel in connection with this Amendment and any other fees
separately agreed with the Borrower.


 


27









 






5.7 Approvals. All governmental and third party approvals (other than the Nevada
Gaming Commission’s approval of the transfer of the Pledge Agreement (Gaming Regulated) with
respect to the membership interest in PNK (Reno), LLC contemplated under the Agency Transfer
Agreement) necessary or advisable in connection with the transactions contemplated by this
Amendment and the amendments to the other Loan Documents, if any, shall have been obtained
and be in full force and effect or otherwise applied for or requested (and the Borrower has
no reason to believe that they will not be obtained in due course), and all applicable
waiting periods shall have expired without any action being taken or threatened by any
competent authority which would restrain, prevent or otherwise impose adverse conditions on
the amendments contemplated hereby.



Notwithstanding the foregoing, any provisions of this Amendment that require the written consent of
the existing Issuing Lender to become effective (which, for the avoidance of doubt, shall relate
solely to the amendments to Section 3 of the Credit Agreement contemplated by this Amendment) shall
not be effective as against such Issuing Lender until the date on which such Issuing Lender has
executed this Amendment or otherwise agreed in writing that such provisions of this Amendment are
effective with respect to it.



Section 6. EFFECT OF AMENDMENT; RATIFICATION. This Amendment is a Loan Document. From and after
the date on which this Amendment becomes effective, all references in the Loan Documents to the
“Credit Agreement” shall mean the Credit Agreement as amended hereby. Except as expressly amended
hereby or waived herein, the Credit Agreement and the other Loan Documents, including the Liens
granted thereunder, shall remain in full force and effect, and all terms and provisions thereof are
hereby ratified and confirmed.



Section 7. 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 8. 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 9. 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 10. INTEGRATION. The Credit Agreement and the other Loan Documents (as amended by this
Amendment) represents the entire agreement of the parties with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties by the
Administrative Agent, the Lead Arranger or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein.



Section 11. CAPTIONS. The catchlines and captions herein are intended solely for convenience of
reference and shall not be used to interpret or construe the provisions hereof.



Section 12. 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]



 


28









 





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



BORROWER:




	 	 	 	 	 	 	 	 	 
	 	 	PINNACLE ENTERTAINMENT, INC., a	 	 
	 	 	Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	Title:
	 	Executive Vice President and	 	 
	 

	 	 	 	 	 	Chief Financial Officer	 	 






Fourth Amendment Signature Page




 


 









 







ADMINISTRATIVE AGENT:




	 	 	 	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Roopali Hall	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Roopali Hall	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Fourth Amendment Signature Page




 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lehman Commercial Paper Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Roopali Hall	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Roopali Hall	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Fourth Amendment Signature Page




 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Allied Irish Banks, P.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Larissa Megerdichian	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Larissa Megerdichian	 	 
	 

	 	 	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mia Bolin	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mia Bolin	 	 
	 

	 	 	 	Title:
	 	Assistant Vice President	 	 






Fourth Amendment Signature Page




 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Bank of America, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Brian D. Corum	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Brian D. Corum	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Bank of Scotland PLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Julia R. Franklin	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Julia R. Franklin	 	 
	 

	 	 	 	Title:
	 	Assistant Vice President	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Barclays Bank PLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Craig Malloy	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Craig Malloy	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Calyon New York Branch	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Joseph A. Asciolla	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Joseph A. Asciolla	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David Bowers	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Bowers	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CAPITAL ONE, N.A. F/K/A/ Hibernia National Bank	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Ross S. Wales	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ross S. Wales	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Cent CDO 15 Limited	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	RiverSource Investments, LLC, as	 	 
	 	 	 	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robin C. Stancil	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robin C. Stancil	 	 
	 

	 	 	 	Title:
	 	Director of Operations	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Centurion CDO 8, Limited	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	RiverSource Investments, LLC as	 	 
	 	 	 	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robin C. Stancil	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robin C. Stancil	 	 
	 

	 	 	 	Title:
	 	Director of Operations	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Centurion CDO 9, Ltd	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	RiverSource Investments, LLC as	 	 
	 	 	 	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robin C. Stancil	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robin C. Stancil	 	 
	 

	 	 	 	Title:
	 	Director of Operations	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	JP Morgan Chase Bank, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Marc E. Costantino	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Marc E. Costantino	 	 
	 

	 	 	 	Title:
	 	Executive Director	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CIT Lending Services Corp.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Vincent DeVito	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Vincent DeVito	 	 
	 

	 	 	 	Title:
	 	Portfolio Manager, MD	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TD Bank, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Keith R. White	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Keith R. White	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	COMMERZBANK AG, NEW YORK AND	 	 
	 	 	GRAND CAYMAN BRANCHES	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Gill Realon	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Gill Realon	 	 
	 

	 	 	 	Title:
	 	First Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kelly Goudge	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kelly Goudge	 	 
	 

	 	 	 	Title:
	 	Assistant Treasurer	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Deutsche Bank Trust Company Americas	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert M. Wood, Jr.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert M. Wood, Jr.	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mary Kay Coyle	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mary Kay Coyle	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






Fourth Amendment Signature Page




 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HSH Nordbank AG, New York Branch	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Michael Carter	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael Carter	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Sven Schlolaut	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Sven Schlolaut	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MB Financial Bank, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Henry Wessel	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Henry Wessel	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Merrill Lynch Capital Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Christopher DiBiase	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christopher DiBiase	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NATIXIS	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Frank H. Madden, Jr.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Frank H. Madden, Jr.	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Christian Paragot-Rieutort	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christian Paragot-Rieutort	 	 
	 

	 	 	 	Title:
	 	Associate Director	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SOCIETE GENERALE	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Patricia Wright	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Patricia Wright	 	 
	 

	 	 	 	Title:
	 	Director	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Wachovia Bank, National Association	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ G. Lee Wagner, Jr.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	G. Lee Wagner, Jr.	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Wells Fargo Bank, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clark A. Wood	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Clark A. Wood	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 






Fourth Amendment Signature Page





 


 









 







Exhibit A




CONSENT OF GUARANTORS




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



Each of the undersigned hereby agrees that the Amendment, this Consent of Guarantors Agreement
and the Agency Transfer Agreement (i) does not impose on LCPI affirmative obligations or
indemnities to which it was not already subject, as of the date of its petition commencing its
proceeding under chapter 11 of title 11 of the United States Code, and that could give rise to any
administrative expense claims other than claims arising as a result of (x) the failure by LCPI to
perform any of its obligations hereunder or thereunder or (y) any representation or warranty of
LCPI set forth herein or therein not being true and correct on and as of the date hereof, thereof
and the Agency Transfer Date and (ii) is not inconsistent with the terms of the Credit Agreement.


 


 









 





IN WITNESS WHEREOF, each of the undersigned has executed and delivered this CONSENT OF
GUARANTORS as of the 21st day of July, 2009.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BILOXI CASINO CORP., a Mississippi corporation	 	 
	 	 	CASINO MAGIC CORP., a Minnesota corporation	 	 
	 	 	ST. LOUIS CASINO CORP., a Missouri corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CASINO ONE CORPORATION, a Mississippi corporation	 	 
	 	 	PNK (BOSSIER CITY), INC., a Louisiana corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	Title:	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BELTERRA RESORT INDIANA, LLC,	 	 
	 	 	a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

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

	 	 	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	Title:	 	Executive Vice President and	 	 
	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 





Consent of Guarantors to Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	OGLE HAUS, LLC,	 	 
	 	 	an Indiana limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Belterra Resort Indiana, LLC,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc.,	 	 
	 	 	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President and	 	 
	 

	 	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (LAKE CHARLES), L.L.C.,	 	 
	 	 	a Louisiana limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,	 	 
	 	 	 	 	its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	Title:	 	Executive Vice President and	 	 
	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (RENO), LLC,	 	 
	 	 	a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	Title:	 	Executive Vice President and	 	 
	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 





Consent of Guarantors to Fourth Amendment Signature Page




 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LOUISIANA-I GAMING,	 	 
	 	 	a Louisiana partnership in Commendam	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Boomtown, LLC,	 	 
	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc.,	 	 
	 	 	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President and	 	 
	 

	 	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (ES), LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

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

	 	 	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	Title:	 	Executive Vice President and	 	 
	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 





Consent of Guarantors to Fourth Amendment Signature Page




 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (CHILE 1), LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	Title:	 	Executive Vice President and	 	 
	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (CHILE 2), LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	Title:	 	Executive Vice President and	 	 
	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 





Consent of Guarantors to Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	YANKTON INVESTMENTS, LLC,	 	 
	 	 	a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	John A. Godfrey	 	 
	 	 	 	 	Title:	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (BATON ROUGE) PARTNERSHIP,	 	 
	 	 	a Louisiana partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	PNK Development 8, LLC,	 	 
	 	 	 	 	its Managing Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc.,	 	 
	 	 	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President and	 	 
	 

	 	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK Development 7, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	Title:	 	Executive Vice President and	 	 
	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK Development 8, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	Title:	 	Executive Vice President and	 	 
	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 





Consent of Guarantors to Fourth Amendment Signature Page



 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK Development 9, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	 	 	Title:	 	Executive Vice President and	 	 
	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President and	 	 
	 

	 	 	 	 	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (STLH), LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

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

	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Stephen H. Capp	 	 
	 	 	 	 	Title:	 	Chief Financial Officer	 	 






Consent of Guarantors to Fourth Amendment Signature Page





 


 









 







Exhibit B




EXHIBIT I-3 TO CREDIT AGREEMENT




FORM OF NON-EXTENDING REVOLVING CREDIT NOTE




THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE
OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE
AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.



$_____________




__________ __, 200_




FOR VALUE RECEIVED, the undersigned, PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the
“Borrower”), hereby promises to pay to the several banks and other financial institutions
or entities from time to time parties to the Credit Agreement (as hereinafter defined) (the
“Lenders”) or their registered assigns at the Payment Office specified in the Credit
Agreement in lawful money of the United States and in immediately available funds, on or before the
Non-Extending Revolving Credit Termination Date the principal amount of (a)
 _____ 

dollars
($_____), or, if less, (b) the aggregate unpaid principal amount of all Non-Extending
Revolving Credit Loans made by the Lender to the Borrower, together with interest thereon, pursuant
to the terms of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement.



The holder of this Note is authorized to endorse on the schedules annexed hereto and made a
part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, the
date, type and amount of each Non-Extending Revolving Credit Loan made pursuant to the Credit
Agreement and the date and amount of each payment or prepayment of principal thereof, each
continuation thereof, each conversion of all or a portion thereof to another Type and, in the case
of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such
endorsement absent manifest error shall constitute prima facie evidence of the accuracy of the
information so endorsed. The failure to make any such endorsement or any error in any such
endorsement shall not affect the obligations of the Borrower in respect of any Non-Extending
Revolving Credit Loan.



This Note (a) is one of the Non-Extending Revolving Credit Notes referred to in the Second
Amended and Restated Credit Agreement dated as of December 14, 2005 (as amended and as the same may
be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time
to time, the “Credit Agreement”), among the Borrower, the Lenders, LEHMAN BROTHERS INC.,
and BEAR, STEARNS & CO. INC., as joint advisors, joint lead arrangers and joint book runners, BEAR
STEARNS CORPORATE LENDING INC., as syndication agent, WELLS FARGO BANK, N.A., as lead arranger, and
LEHMAN COMMERCIAL PAPER INC. or its successors or assigns, as administrative agent, (b) is subject
to the provisions of the Credit Agreement, and (c) is subject to optional and mandatory prepayment
in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as
provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description
of the properties and assets in which a security interest has been granted, the nature and extent
of the security and the guarantees, the terms and conditions upon which the security interests
and each guarantee were granted and the rights of the holder of this Note in respect thereof.


 


 









 





Upon the occurrence and during the continuance of any Event of Default, all principal and all
accrued interest then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided in the Credit Agreement.



All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.



NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT.



THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.



	 	 	 	 	 	 	 	 	 
	 	 	PINNACLE ENTERTAINMENT, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







 


 









 







Schedule A

to Non-Extending Revolving Credit Note




LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount	 	 	 	 	 	 	Amount of Base Rate	 	 	 	 	 	 	 
	 	 	 	 	Amount of Base Rate	 	 	Converted to	 	 	Amount of Principal of	 	 	Loans Converted to	 	 	Unpaid Principal Balance	 	 	Notation	 
	Date	 	 	Loans	 	 	Base Rate Loans	 	 	Base Rate Loans Repaid	 	 	Eurodollar Loans	 	 	of Base Rate Loans	 	 	Made By	 






 


 









 







Schedule B

to Non-Extending Revolving Credit Note




LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount Converted	 	 	Interest Period and	 	 	Amount of Principal	 	 	Amount of Eurodollar	 	 	Unpaid Principal	 	 	 	 
	 	 	 	 	Amount of	 	 	to Eurodollar	 	 	Eurodollar Rate with	 	 	of Eurodollar Loans	 	 	Loans Converted to	 	 	Balance of	 	 	Notation	 
	Date	 	 	Eurodollar Loans	 	 	Loans	 	 	Respect Thereto	 	 	Repaid	 	 	Base Rate Loans	 	 	Eurodollar Loans	 	 	Made By	 






 


 









 







Exhibit C




EXHIBIT I-5 TO CREDIT AGREEMENT




FORM OF EXTENDING REVOLVING CREDIT NOTE




THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE
OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE
AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.



$_____________




__________ __, 200_




FOR VALUE RECEIVED, the undersigned, PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the
“Borrower”), hereby promises to pay to the several banks and other financial institutions
or entities from time to time parties to the Credit Agreement (as hereinafter defined) (the
“Lenders”) or their registered assigns at the Payment Office specified in the Credit
Agreement in lawful money of the United States and in immediately available funds, on or before the
Extending Revolving Credit Termination Date the principal amount of (a)
 _____ 

dollars
($_____), or, if less, (b) the aggregate unpaid principal amount of all Extending Revolving
Credit Loans made by the Lender to the Borrower, together with interest thereon, pursuant to the
terms of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement.



The holder of this Note is authorized to endorse on the schedules annexed hereto and made a
part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, the
date, type and amount of each Extending Revolving Credit Loan made pursuant to the Credit Agreement
and the date and amount of each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar
Loans, the length of each Interest Period with respect thereto. Each such endorsement absent
manifest error shall constitute prima facie evidence of the accuracy of the information so
endorsed. The failure to make any such endorsement or any error in any such endorsement shall not
affect the obligations of the Borrower in respect of any Extending Revolving Credit Loan.



This Note (a) is one of the Extending Revolving Credit Notes referred to in the Second Amended
and Restated Credit Agreement dated as of December 14, 2005 (as amended and as the same may be
amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to
time, the “Credit Agreement”), among the Borrower, the Lenders, LEHMAN BROTHERS INC., and
BEAR, STEARNS & CO. INC., as joint advisors, joint lead arrangers and joint book runners, BEAR
STEARNS CORPORATE LENDING INC., as syndication agent, WELLS FARGO BANK, N.A., as lead arranger, and
BARCLAYS BANK PLC, as administrative agent, (b) is subject to the provisions of the Credit
Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided
in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents.
Reference is hereby made to the Loan Documents for a description of the properties and assets in
which a security interest has been granted, the nature and extent of the security and the
guarantees, the terms and conditions upon which the security interests and each guarantee were
granted and the rights of the holder of this Note in respect thereof.


 


 









 





Upon the occurrence and during the continuance of any Event of Default, all principal and all
accrued interest then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided in the Credit Agreement.



All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.



NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT.



THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.



	 	 	 	 	 	 	 	 	 
	 	 	PINNACLE ENTERTAINMENT, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







 


 









 







Schedule A

to Extending Revolving Credit Note




LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount	 	 	 	 	 	 	Amount of Base Rate	 	 	 	 	 	 	 
	 	 	 	 	Amount of Base Rate	 	 	Converted to	 	 	Amount of Principal of	 	 	Loans Converted to	 	 	Unpaid Principal Balance	 	 	Notation	 
	Date	 	 	Loans	 	 	Base Rate Loans	 	 	Base Rate Loans Repaid	 	 	Eurodollar Loans	 	 	of Base Rate Loans	 	 	Made By	 






 


 









 







Schedule B

to Extending Revolving Credit Note




LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount Converted	 	 	Interest Period and	 	 	Amount of Principal	 	 	Amount of Eurodollar	 	 	Unpaid Principal	 	 	 	 
	 	 	 	 	Amount of	 	 	to Eurodollar	 	 	Eurodollar Rate with	 	 	of Eurodollar Loans	 	 	Loans Converted to	 	 	Balance of	 	 	Notation	 
	Date	 	 	Eurodollar Loans	 	 	Loans	 	 	Respect Thereto	 	 	Repaid	 	 	Base Rate Loans	 	 	Eurodollar Loans	 	 	Made By	 






 


 









 







Exhibit D




EXHIBIT M TO CREDIT AGREEMENT 




FORM OF EXTENDING REVOLVING CREDIT COMMITMENT AGREEMENT




[Names(s) of Lenders(s)]




_____________, ______




Pinnacle Entertainment, Inc.

3800 Howard Hughes Parkway

Las Vegas, Nevada 89109




Attention: Stephen H. Capp

With copies to: John A. Godfrey





Chris Plant



Telecopy: (702) 784-7778

Telephone: (702) 784-7777

Re:    Extending Revolving Credit Commitment




Gentlemen:



Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of
December 14, 2005 (as amended and as the same may be amended, restated, amended and restated,
supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”)
among PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), BARCLAYS BANK
PLC, as administrative agent (the “Administrative Agent”), the lenders from time to time
party thereto (the “Lenders”) and certain other agents party thereto. Unless otherwise
defined herein, capitalized terms used herein shall have the respective meanings set forth in the
Credit Agreement.



Each lender (each an “Extending Revolving Credit Lender”) party to this letter
agreement (this “Agreement”) hereby severally agrees to convert, increase or provide the
Extending Revolving Credit Commitment(s) set forth on Annex I attached hereto (for each such
Extending Revolving Credit Lender, its “Extending Revolving Credit Commitment”). Each
Extending Revolving Credit Commitment provided pursuant to this Agreement shall be subject to the
terms and conditions set forth in the Credit Agreement, including Section 2.4, 2.8 and Section 2.26
thereof.



Each Extending Revolving Credit Lender also agrees that the Applicable Margin, Commitment Fee
Rate and other provisions set forth on Annex I attached hereto shall be applicable to its Extending
Revolving Credit Commitments.


 


 









 





Each Extending Revolving Credit Lender party to this Agreement (i) confirms that it has
received a copy of the Credit Agreement and the other Loan Documents, together with copies of the
financial statements delivered pursuant to Section 4.1 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Agreement and
to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Agents, the Arrangers or any other Lender and
based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant hereto or thereto, (iii) appoints
and authorizes the Agents to take such action as agent on its behalf and to exercise such powers
under the Credit Agreement and the other Loan Documents or any other instrument or document
furnished pursuant thereto as are delegated to the Agents by the terms thereof, together with such
powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender, and (v) in the case of each lending institution organized under the
laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal
Revenue Service of the United States, certifying as to its entitlement to a complete exemption from
United States withholding taxes with respect to all payments to be made under the Credit Agreement
and the other Loan Documents.



Upon the execution of a counterpart of this Agreement by the Administrative Agent and the
Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of
counterparts and by fax) hereof and the payment of any fees required in connection herewith, each
Extending Revolving Credit Lender party hereto shall become (or remain) a Lender pursuant to the
Credit Agreement and, to the extent provided in this Agreement, shall have the rights and
obligations of a Lender thereunder and under the other Loan Documents.



You may accept this Agreement by signing the enclosed copies in the space provided below, and
returning one copy of same to us before the close of business on
 _____,
 _____. If you do
not so accept this Agreement by such time, your Extending Revolving Credit Commitments set forth in
this Agreement shall be deemed cancelled.



After the execution and delivery to the Administrative Agent of a fully executed copy of this
Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may
only be changed, modified or varied by written instrument in accordance with the requirements for
the modification of Loan Documents pursuant to Section 10.1 of the Credit Agreement.


 


 









 





THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK. 



	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[NAME OF LENDER]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






Agreed and Accepted

this  _____
day of
 _____,
 _____:



PINNACLE ENTERTAINMENT, INC.,

a Delaware corporation,



	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	BARCLAYS BANK PLC,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 





 


 









 





Annex I to Extending Revolving Credit Commitment Agreement




	 	 	 	 	 
	Name of Lender:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Extending Revolving Credit Commitment:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Applicable Margin for Eurodollar Loans:
	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Applicable Margin for Base Rate Loans:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Commitment Fee Rate:
	 	 	 	 
	 

	 	 

	 	 






Other provisions applicable to Extending Revolving Credit Commitments:


 


 









 





Exhibit E




EXHIBIT O TO CREDIT AGREEMENT




FORM OF ASSIGNMENT AND ACCEPTANCE




_____________, 20____




Reference is made to the Second Amended and Restated Credit Agreement, dated as of December
14, 2005 (as amended and as the same may be further amended, restated, amended and restated,
supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”),
among PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), the several
banks and other financial institutions or entities from time to time parties to the Credit
Agreement, LEHMAN BROTHERS INC. and BEAR, STEARNS & CO. INC., as joint advisors, joint lead
arrangers and joint book runners, BEAR STEARNS CORPORATE LENDING INC., as syndication agent, WELLS
FARGO BANK, N.A., as lead arranger, and LEHMAN COMMERCIAL PAPER INC. or its successors or assigns,
as administrative agent. Capitalized terms used and not defined herein shall have the meaning set
forth in the Credit Agreement.



The Assignor identified on Schedule 1 hereto (the “Assignor”) and the Assignee
identified on Schedule 1 hereto (the “Assignee”) agree as follows:



1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the
Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without
recourse to the Assignor, as of the Effective Date (as defined below in paragraph 4), the interest
described on Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights
and obligations under the Credit Agreement with respect to those credit facilities contained in the
Credit Agreement as are set forth on Schedule 1 hereto (individually, an “Assigned
Facility” collectively, the “Assigned Facilities”), in a principal amount for each
Assigned Facility as set forth on Schedule 1 hereto.



2. The Assignor: (a) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the Credit
Agreement or with respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not created any adverse claim
upon the interest being assigned by it hereunder and that such interest is free and clear of any
such adverse claim; (b) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower, any of its Subsidiaries or any other obligor or
the performance or observance by the Borrower, any of its Subsidiaries or any other obligor of any
of their respective obligations under the Credit Agreement or any other Loan Document or any other
instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it
evidencing the Assigned Facilities and (i) requests that the Administrative Agent, upon request by
the Assignee, exchange the attached Notes for a new Note or Notes payable to the Assignee and (ii)
if the Assignor has retained any interest in the Assigned Facility, requests that the
Administrative Agent exchange the attached Notes for a new Note or Notes payable to the Assignor,
in each case in amounts which reflect the assignment being made hereby (and after giving effect to
any other assignments which have become effective on the Effective Date).


 


 









 





3. The Assignee (a) represents and warrants that it is legally authorized to enter into this
Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements delivered pursuant to Section 4.1 thereof and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into
this Assignment and Acceptance; (c) agrees that it will, independently and without reliance
upon the Assignor, the Agents, the Arrangers or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agents
to take such action as agent on its behalf and to exercise such powers and discretion under the
Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto as are delegated to the Agents by the terms thereof together with such powers as
are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit
Agreement and will perform in accordance with its terms all the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Lender, including, without limitation,
if it is organized under the laws of a jurisdiction outside of the United States, its obligation
pursuant to Section 2.21 of the Credit Agreement.



4. The effective date of this Assignment and Acceptance shall be the “Effective Date of
Assignment” set forth in Schedule 1 hereto (the “Effective Date”). Following the execution
of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance
by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of
the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be
earlier than five Business Days after the date of such acceptance and recording by the
Administrative Agent).



5. Upon such acceptance and recording, from and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and the Assignee shall
make all appropriate adjustments in payments by the Administrative Agent for periods prior to the
Effective Date or with respect to the making of this assignment directly between themselves.



6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.



7. This Assignment and Acceptance shall be governed by and construed in accordance with the
laws of the State of New York.



IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be
executed as of the date first above written by their respective duly authorized officers on
Schedule 1 hereto.



[Signature page to follow]




 


 









 








Schedule 1

to Assignment and Acceptance




	 	 	 	 	 	 	 
	Name of Assignor:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name of Assignee: 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Effective Date of Assignment:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment	 
	 	 	 	 	 	 	Percentage	 
	Credit Facility Assigned1	 	Principal Amount Assigned	 	 	Assigned2	 
	 
	 	 	 	 	 	 	 	 
	 
	 	$	                    	 	 	 	                    .                    	%






[Name of Assignee]




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






[Name of Assignor]




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 





 






	 	 	 
	1	 	Unless the Non-Extending Revolving Credit Termination
Date has passed, if you are assigning a portion of the Revolving Credit
Facility, please specify whether you are assigning (i) Non-Extending Revolving
Credit Commitments and/or Non-Extending Revolving Credit Loans or (ii)
Extending Revolving Credit Commitments and/or Extending Revolving Credit Loans.
	 
	2	 	Calculate the Commitment Percentage that is assigned to
at least 15 decimal places and show as a percentage of the aggregate
commitments of all Lenders.



 


 









 









	 	 	 	 	 	 	 
	Consented To:	 	 
	 
	 	 	 	 	 	 
	PINNACLE ENTERTAINMENT, INC.,	 	 
	a Delaware corporation3	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	[LEHMAN COMMERCIAL PAPER INC.]	 	 
	[BARCLAYS BANK PLC], as	 	 
	Administrative Agent3	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	[__], as Issuing Lender3	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	[LEHMAN COMMERCIAL PAPER INC.]	 	 
	[BARCLAYS BANK PLC], as Swing	 	 
	Line Lender3	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 





 






	 	 	 
	3	 	The consents of the Borrower, the Administrative Agent,
the Issuing Lender and the Swing Line Lender may not be required. Typically,
the Credit Agreement provides that the consent of the Borrower, the
Administrative Agent, the Issuing Lender and the Swing Line Lender is required
unless (i) the assignee already is a Lender under the Credit Agreement and (ii)
in the case of the Issuing Lender and the Swing Lender, Revolving Credit
Commitments are not being assigned. Check Section 10.6 of the Credit Agreement
to determine what is needed.





 


 











 




Exhibit F




AMENDMENT, RESIGNATION, WAIVER, CONSENT

AND APPOINTMENT AGREEMENT




This Amendment, Resignation, Waiver, Consent and Appointment Agreement (this
“Agreement”) is entered into as of                           ,
     , by and among Lehman Commercial Paper
Inc. (“Lehman”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code
(defined below) acting alone or through one or more of its branches as the Administrative Agent (in
such capacities, the “Existing Agent”) under that certain Credit Agreement (as defined
below), the Successor Agent (as defined below) and Pinnacle Entertainment, Inc. (the
“Borrower”). Defined terms in the Credit Agreement have the same meanings where used
herein, unless otherwise defined.



RECITALS




WHEREAS, the Borrower, the Lenders, the Existing Agent and certain other agents party thereto
have entered into that certain Second Amended and Restated Credit Agreement dated as of December
14, 2005 (as amended, restated, supplemented or otherwise modified, the “Credit
Agreement”);



WHEREAS, On October 5, 2008, the Existing Agent commenced a voluntary case under chapter 11 of
title 11 of the United States Code (the “Bankruptcy Code”);



WHEREAS, the Existing Agent desires to resign as Administrative Agent under the Credit
Agreement and the other Loan Documents; and



WHEREAS, pursuant to the Fourth Amendment, the Required Lenders appointed Barclays Bank PLC as
successor Administrative Agent (in such capacity, the “Successor Agent”) under the Credit
Agreement and the other Loan Documents, subject to the occurrence of the Effective Date (as defined
below), and instructed both the Existing Agent and the Successor Agent to execute and deliver this
Agreement, the Borrower desires to ratify such appointment, and the Successor Agent wishes to
accept such appointment.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties hereto hereby agree as follows:




1. Agency Resignation, Waiver, Consent and Appointment.




(a) As of the Effective Date (as defined below), (i) the Existing Agent hereby resigns
as the Administrative Agent as provided under Section 9.9 (Successor Administrative Agent)
of the Credit Agreement and shall have no further obligations under the Loan Documents in
such capacity; (ii) Barclays Bank PLC hereby accepts the appointment by the Required Lenders
(and the consent thereto by the Borrower) set forth in the Fourth Amendment as Successor
Agent; (iii) the Successor Agent shall bear no responsibility for any actions taken or
omitted to be taken by the Existing Agent while the Existing Agent served as Administrative
Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents and (iv)
each of the Existing Agent and Borrower authorizes the Successor Agent to file any
assignments or amendments with respect to the Uniform Commercial Code Financing Statements,
Mortgages, and other filings in respect of the Collateral as the Successor Agent deems
necessary or desirable and each party hereto agrees to execute any documentation and to take
such other actions as may reasonably be necessary to evidence the resignation and
appointment described herein; provided that the Existing Agent shall bear no responsibility
for any actions taken or omitted to be taken by the Successor Agent under this clause (iv).


 


 









 






(b) The parties hereto hereby confirm, as of the Effective Date, that the Successor
Agent succeeds to the rights and obligations of the Administrative Agent under the Credit
Agreement and becomes vested with all of the rights, powers, privileges and duties of the
Administrative Agent and Swing Line Lender under each of the Loan Documents, and the
Existing Agent is discharged from all of its duties and obligations as the Administrative
Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents.




(c) The parties hereto hereby confirm that, as of the Effective Date, all of the
indemnification and other similar provisions of the Credit Agreement which by their terms
would survive the repayment of the Loans and the termination of the Commitments, including,
without limitation, Section 9 (The Agents) and Section 10.5 (Payment of Expenses) to the
extent they pertain to the Existing Agent, continue in effect for the benefit of the
Existing Agent, its sub-agents and their respective affiliates in respect of any actions
taken or omitted to be taken by any of them while the Existing Agent was acting as
Administrative Agent and Swing Line Lender and inure to the benefit of the Existing Agent.




(d) The Existing Agent hereby assigns to the Successor Agent, as of the Effective Date,
each of the Liens and security interests granted to the Existing Agent under the Loan
Documents and the Successor Agent hereby assumes, as of the Effective Date, all such Liens,
for its benefit and for the benefit of the Secured Parties.




(e) On and after the Effective Date, all possessory Collateral held by the Existing
Agent for the benefit of the Lenders shall be deemed to be held by the Existing Agent as
agent and bailee for the Successor Agent for the benefit of the Lenders until such time as
such possessory Collateral has been delivered to the Successor Agent. Notwithstanding
anything herein to the contrary or the effectiveness of the terms hereof, Borrower agrees
that all of such Liens granted by Borrower, shall in all respects be continuing and in
effect and are hereby ratified and reaffirmed by it. Without limiting the generality of the
foregoing, any reference to the Existing Agent on any publicly filed document, to the extent
such filing relates to the Liens and security interests in the Collateral assigned hereby
and until such filing is modified to reflect the interests of the Successor Agent, shall,
with respect to such Liens and security interests, constitute a reference to the Existing
Agent as collateral representative of the Successor Agent (provided, that the parties hereto
agree that the Existing Agent’s role as such collateral representative shall impose no
duties, obligations, or liabilities on the Existing Agent, including, without limitation,
any duty to take any type of direction regarding any action to be taken against such
Collateral other than the requirements of the Existing Agent to consummate the assignments
effected hereby, whether such direction comes from the Successor Agent, the Required
Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective
provisions of Section 9 (The Agents), including, without limitation, Section 9.7
(Indemnification), while serving in such capacity). The Successor Agent agrees to take
possession of any possessory Collateral delivered to the Successor Agent following the
Effective Date upon tender thereof by the Existing Agent.


 


 









 





2. Amendment. Effective as of the Effective Date, the Credit Agreement is hereby
amended as follows:



(a) “Lehman Commercial Paper Inc.” is replaced in each instance where it appears with
“Barclays Bank PLC”.




(b)
““LCPI”,” in the preamble to the Credit Agreement is deleted.



(c) “the
“Administrative Agent”” in the preamble to the Credit Agreement is replaced
with “the “Administrative Agent”, it being understood and agreed that any successor
administrative agent appointed pursuant to Section 9.9 hereof shall be the “Administrative
Agent””.



(d) “LCPI” in the first “WHEREAS” clause is replaced with “Lehman Commercial Paper Inc.
(“LCPI”).



(e) “the Administrative Agent” in the first “WHEREAS” clause of the Credit Agreement is
replaced with “LCPI as the previous administrative agent”



(f) the following definitions are amended and restated in their entirety:




“First Amendment”: that certain First Amendment to the Existing Credit
Agreement, dated as of October 11, 2005, among the Borrower, the lenders party
thereto and LCPI as the prior administrative agent.




“Issuing Lender”: any Revolving Credit Lender from time to time designated by the

Borrower as an Issuing Lender with the consent of such Revolving Credit Lender and
notice to the Administrative Agent, subject to Section 9.9(c) hereof, as applicable.




“Swing Line Lender”: Barclays Bank PLC, in its capacity as the lender of
Swing Line Loans, or, subject to Section 9.9(b) hereof, any other Revolving Credit
Lender from time to time designated by the Borrower to replace the existing Swing
Line Lender with the consent of such Revolving Credit Lender and notice to the
Administrative Agent; provided that in no event shall (i) there be more than one
Swing Line Lender at any time and (ii) any change in the Swing Line Lender be
permitted to occur while any Swing Line Loans are outstanding.




“Third Amendment”: that certain Third Amendment to Second Amended and
Restated Credit Agreement, dated as of November 17, 2006, between Borrower and LCPI
as prior administrative agent.




“Fourth Amendment”: that certain Fourth Amendment to Second Amended and
Restated Credit Agreement, dated as of the Fourth Amendment Effective Date, between
Borrower, LCPI as prior administrative agent and the Required Lenders.




(g) the following definition is added:




“Supermajority Lenders”: at any time, the holders of more than 66.7% of the
sum of (i) the aggregate unpaid amount of the Term Loans then outstanding, (ii) the
aggregate unpaid amount of the Delayed Draw Term Loans then outstanding, (iii) the
unfunded Delayed Draw Term Loan Commitments (if any), and (iv) the Total Revolving
Credit Commitments then in effect or, if the Revolving Credit Commitments have been
terminated, the Total Revolving Extensions of Credit then outstanding.




(h) Section 9.9 of the Credit Agreement is restated in its entirety as follows:


 


 









 






“9.9 Successor Administrative Agent and Successor Swing Line Lender.




(a) The Administrative Agent may resign as Administrative Agent upon 10 days’
notice (such 10 day period, the “Notice Period”) to the Lenders and the
Borrower (the “Administrative Agent Resignation”). The Administrative Agent
may be removed (i) with or without cause, upon the affirmative vote of the
Supermajority Lenders to remove the Administrative Agent and the consent of
Borrower, in each case in writing, or (ii) for so long as the Administrative Agent
or any Affiliate of the Administrative Agent is a Defaulting Lender, upon the
affirmative vote of the Required Lenders to remove the Administrative Agent and the
consent of the Borrower, in each case in writing (each of clause (i) and (ii), an
“Administrative Agent Removal”). In the event of an Administrative Agent
Resignation or an Administrative Agent Removal, the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent
shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to
the Borrower shall have occurred and be continuing) be subject to approval by the
Borrower (which approval shall not be unreasonably withheld or delayed). In the
event of an Administrative Agent Resignation, if no successor agent is appointed
prior to the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and the
Borrower, a successor agent from among the Lenders. Effective upon the acceptance
of its appointment as successor agent hereunder, the Person acting as such successor
agent shall succeed to the rights, powers and duties of the Administrative Agent,
and the term “Administrative Agent” shall mean such successor agent effective upon
such appointment and approval, and the former Administrative Agent’s rights, powers
and duties as Administrative Agent shall be terminated, without any other or further
act or deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. If no successor agent has accepted
appointment as Administrative Agent by the effective date of the removal of the
Administrative Agent pursuant to an Administrative Agent Removal, or by the end of
the Notice Period in the case of an Administrative Agent Resignation, the retiring
Administrative Agent’s resignation or removal shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. The Syndication Agent may, at any
time, by notice to the Lenders and the Administrative Agent, resign as Syndication
Agent hereunder, whereupon the duties, rights, obligations and responsibilities of
the Syndication Agent hereunder shall automatically be assumed by, and inure to the
benefit of, the Administrative Agent, without any further act by the Syndication
Agent, the Administrative Agent or any Lender. After any retiring Agent’s
resignation as Agent (or, in the case of the Administrative Agent, upon its
resignation or removal as set forth in this section), the provisions of this Section
9 shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement and the other Loan Documents.


 


 









 






(b) If the Administrative Agent is the Swing Line Lender or is an Affiliate of the
Swing Line Lender, then (i) any Administrative Agent Resignation or Administrative
Agent Removal shall also constitute the resignation or removal of the Swing Line
Lender, and (ii) any successor Administrative Agent appointed pursuant to this
Section shall, upon its acceptance of such appointment, become the successor Swing
Line Lender for all purposes hereunder. In such event, (i) Borrower shall prepay
any outstanding Swing Line Loans made by (x) the resigning Administrative Agent in
its capacity as Swing Line Lender, on or prior to the end of the Notice Period, in
the case of an Administrative Agent Resignation, and (y) the removed Administrative
Agent in its capacity as Swing Line Lender as a condition to the effectiveness of
the removal of the Administrative Agent, in the case of an Administrative Agent
Removal, (ii) upon such prepayment, the retiring or removed Administrative Agent and
Swing Line Lender shall surrender any Swing Line Note held by it to Borrower for
cancellation, and (iii) Borrower shall issue, if so requested by successor
Administrative Agent and Swing Line Lender, a new Swing Line Note to the successor
Administrative Agent and Swing Line Lender.




(c) If the Administrative Agent is an Issuing Lender or is an Affiliate of an
Issuing Lender, then any Administrative Agent Resignation or Administrative Agent
Removal shall also constitute the resignation or removal of such Issuing Lender. In
such event, (i) such Issuing Lender shall no longer be obligated to issue additional
Letters of Credit, (ii) in the case of an Administrative Agent Removal only,
Borrower shall either deliver the originals of all outstanding Letters of Credit
issued by such Issuing Lender to such Issuing Lender or enter into arrangements with
respect to such outstanding Letters of Credit as may be satisfactory to such Issuing
Lender as a condition to the effectiveness of the removal of the Administrative
Agent and (iii) for so long as such Letters of Credit remain outstanding, the
Issuing Lender shall continue to have all of the rights and obligations of an
Issuing Lender hereunder with respect to such Letters of Credit issued by it prior
to its resignation or removal.”




3. Address for Notices.




(a) As of the Effective Date, the address of the “Administrative Agent” for the
purposes of Section 10.2 (Notices) of the Credit Agreement, and for all notice purposes
under all Loan Documents, shall be as follows:




Barclays Bank PLC

200 Park Avenue

New York, NY 10166

Attention: Craig Malloy

Telecopy: (646) 758-4617

Telephone: (212) 526-7150




with a copy to:




Barclays Capital Services LLC

200 Cedar Knolls Road

Whippany, NJ 07981

Attention: May Wong

Facsimile: (973) 576-3014

Telephone: (973) 576-3251


 


 









 






(b) As of the Effective Date, the Borrower hereby agrees that any payment required to
be made to the Successor Agent (whether for its own account or for the account of the
Lenders) under the Credit Agreement shall be made to the address set forth in Section
3(a) hereof.




4. Representations and Warranties.




(a) Lehman hereby represents and warrants on and as of the date hereof and on and as of
the Effective Date that (i) it is legally authorized to enter into and has duly executed and
delivered this Agreement and (ii) the execution and delivery by Lehman of this Agreement and
the performance of its obligations hereunder have been approved by the Order Pursuant to
Sections 105(a), 363(b), and 541(d) of the Bankruptcy Code and Bankruptcy Rule 6004
Authorizing Debtor to (A) Continue to Utilize its Agency Bank Account, (B) Terminate Agency
Relationships and (C) Elevate Loan Participations, dated October 6, 2008 and entered by the
United States Bankruptcy Court for the Southern District of New York, as to which no stay
has been ordered and which has not been reversed, modified, vacated or overturned, and that
no further notice, consent or order is required.




(b) Successor Agent hereby represents and warrants on and as of the date hereof and on
and as of the Effective Date that it is legally authorized to enter into and has duly
executed and delivered this Agreement.




(c) The Borrower hereby represents and warrants on and as of the date hereof and on and
as of the Effective Date that (i) it is legally authorized to enter into and has duly
executed and delivered this Agreement, (ii) no Default or Event of Default has occurred and
is continuing, including, specifically, with respect to Sections 6.10, 6.11 and 6.12 of the
Credit Agreement, (iii) the representations and warranties set forth in Section 4
(Representations and Warranties) of the Credit Agreement and the representations and
warranties in each other Loan Document, including, specifically, Section 4.19 of the Credit
Agreement, are true and correct on and as of (a) the date of this Agreement and (b) the
Effective Date with the same effect as though made on and as of December 14, 2005, except to
the extent such representations and warranties expressly relate to an earlier date, in which
case such representations and warranties were true and correct in all material respects as
of such earlier date; (iv) Schedule 2 contains a complete list of all possessory
Collateral and security filings related to the Collateral delivered to the Existing Agent;
(v) the actions described in Schedule 3 hereto have been performed prior to the date
hereof and (vi) all Liens and security interests created under the Loan Documents for the
benefit of the Secured Parties under the Loan Documents are valid and enforceable Liens on
and/or security interests in the Collateral, as security for the Obligations.



5. Conditions Precedent to Effectiveness. For purposes of this Agreement, the term
“Effective Date” means the first date on which all of the following conditions have been
satisfied:




(a) Each of the parties hereto shall have executed and delivered this Agreement;




(b) The Existing Agent shall have received from the Borrower payment in immediately
available funds of all costs, expenses, accrued and unpaid fees and other amounts payable to
it as the Existing Agent pursuant to the Loan Documents (including fees and expenses of
counsel), set forth on Schedule 1 hereto, in each case to the account specified on
Schedule 1 hereto;


 


 









 






(c) The Successor Agent and the Borrower shall have executed and delivered a fee letter
in relation to the annual agency fee paid to the Administrative Agent by the Borrower;




(d) The Existing Agent shall have confirmed in writing that it has delivered the items
set forth on Schedule 2 hereto to the Successor Agent and the Successor Agent shall
have confirmed in writing that it has received the items set forth on Schedule 2
hereto, except for the membership interest in PNK (Reno), LLC as to which delivery and
confirmation thereof will not occur until after the requisite approval is obtained from the
Nevada Gaming Commission;




(e) The Successor Agent shall have confirmed in writing that the Existing Agent has
completed each of the tasks listed on Schedule 4 hereto; and




(f) Each of the Guarantors shall have executed and delivered the Consent of Guarantors
in the form of Exhibit A attached hereto.




6. Further Assurances.



(a) Without limiting its obligations in any way under any of the Loan Documents, the Borrower
reaffirms and acknowledges its obligations to the Successor Agent to the extent provided in the
Credit Agreement and the other Loan Documents and that the delivery of any agreements, instruments
or any other document and any other actions taken or to be taken to the extent required by and in
accordance with the Credit Agreement and the other Loan Documents shall be to the satisfaction of
Successor Agent notwithstanding whether any of the foregoing was or were previously satisfactory to
the Existing Agent.



(b) Each of the Borrower and the Existing Agent agrees that, following the Effective Date, it
shall furnish, at the Borrower’s expense, additional releases of Collateral, amendment or
termination statements and such other documents, instruments and agreements as are customary and
may be reasonably requested by the Successor Agent from time to time in order to effect the matters
covered hereby.



(c) The Borrower shall reimburse the Existing Agent for all reasonable out-of-pocket costs and
expenses incurred by the Existing Agent in connection with any actions taken pursuant to this
Agreement to the extent provided in the Credit Agreement.



(d) Each of the Borrower and the Existing Agent agrees that (i) it shall use commercially
reasonable efforts to obtain the approvals necessary from the Nevada Gaming Commission for the
transfer of the Pledge Agreement (Gaming Regulated) with respect to the membership interest in PNK
(Reno), LLC and (ii) promptly following the date on which the Nevada Gaming Commission advises the
Borrower that it has approved the transfer of the Pledge Agreement (Gaming Regulated) with respect
to the membership interest in PNK (Reno), LLC, and in any event not later than 45 days after the
Borrower is so advised (or such later date as the Successor Agent may agree in its discretion), it
shall take such actions as are customary and may be reasonably requested by the Successor Agent in
connection with the transfer of the Pledge Agreement (Gaming Regulated) with respect to the
membership interest in PNK (Reno), LLC from the Existing Agent to the Successor Agent.


 


 









 





7. Release. Borrower hereby unconditionally and irrevocably waives all claims, suits,
debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind,
character or nature whatsoever, known or unknown, fixed or contingent, which any of them may have
or claim to have against Lehman (whether in its capacity as an agent, lender, hedging counterparty
or otherwise) or its agents, employees, officers, affiliates, directors, representatives,
attorneys, successors or assigns (collectively, the “Released Parties”) to the extent
arising out of or in connection with the Loan Documents, including without limitation damages
resulting from any prior or future failure to fund the Commitment of Lehman thereunder
(collectively, the “Claims”). Borrower further agrees forever to refrain from commencing,
instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties
with respect to any and all of the foregoing described waived, released, acquitted and discharged
Claims or from exercising any right of recoupment or setoff that it may have under a master netting
agreement or otherwise against any Released Party with respect to Obligations under the Loan
Documents. For the avoidance of doubt, it is acknowledged that the Commitment of Lehman as a
Lender under the Credit Agreement is not, and is not meant to be, terminated hereby. Each of the
Released Parties shall be a third party beneficiary of the release herein provided.




8. Return of Payments.



(a) In the event that, after the Effective Date, the Existing Agent receives any principal,
interest or other amount owing to any Lender or the Successor Agent under the Credit Agreement or
any other Loan Document, the Existing Agent agrees that such payment shall be held in trust for the
Successor Agent, and the Existing Agent shall return such payment promptly to the Successor Agent
for payment to the Person entitled thereto.



(b) In the event that, after the Effective Date, the Successor Agent receives any principal,
interest or other amount owing to Existing Agent under the Credit Agreement or any other Loan
Document, the Successor Agent agrees that such payment shall be held in trust for the Existing
Agent, and the Successor Agent shall return such payment promptly to the Existing Agent.



9. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties hereto.



10. Limitation. Each of the Borrower and the Successor Agent hereby agrees that this
Agreement (i) does not impose on the Existing Agent affirmative obligations or indemnities to which
it was not already subject, as of the date of its petition commencing its proceeding under chapter
11 of the Bankruptcy Code, and that could give rise to any administrative expense claims other than
claims arising as a result of (x) the failure by Lehman to perform any of its obligations hereunder
or (y) any representation or warranty of Lehman set forth herein not being true and correct on and
as of the date hereof and on and as of the Effective Date and (ii) is not inconsistent with the
terms of the Credit Agreement.



11. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall be one and the same
instrument.



12. Headings. The paragraph headings used in this Agreement are for convenience only
and shall not affect the interpretation of any of the provisions hereof.



13. Interpretation. This Agreement is a Loan Document for the purposes of the Credit
Agreement.


 


 









 





14. Confidentiality. Schedule 1 to this Agreement is exclusively for the
information of the parties hereto and the information therein may not be disclosed by any of the
parties hereto or by any Guarantor to any third party or circulated or referred to publicly without
the prior written consent of Lehman, which consent shall not be unreasonably withheld, delayed or
conditioned, except that this Agreement, including such Schedules, may be disclosed, if required,
in any legal, judicial or administrative proceeding or as otherwise required by law or regulation
or as requested by a governmental or regulatory authority.



15. Fee Letter. As of the Effective Date, that certain administrative fee letter
dated as of December 14, 2005 between Borrower and the Existing Agent shall be of no further force
or effect.



16. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



[Signature page follows]



 


 









 





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date first written above.



	 	 	 	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER, INC.,

as Existing Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 	 
	 

	 	 	 	Title:
	 	 

	 	 






AMENDMENT, RESIGNATION, WAIVER, CONSENT

AND APPOINTMENT AGREEMENT



 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC,

as Successor Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 	 	 






AMENDMENT, RESIGNATION, WAIVER, CONSENT

AND APPOINTMENT AGREEMENT



 


 









 





	 	 	 	 	 
	 	PINNACLE ENTERTAINMENT, INC.,

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 
	 
	 	 	Title:  	 
	 



AMENDMENT, RESIGNATION, WAIVER, CONSENT

AND APPOINTMENT AGREEMENT




 


 









 





Schedule 1




Expenses




Payment in full of the following amounts (in the aggregate, the “Expenses”):



	 	 	 
	 

	 	Amount






Costs and Expenses Payable by Borrower (the “Costs and Expenses”):



	 	 	 	 	 
	 

	 	Costs and Expenses (including legal fees)
	 	$                    






Wire Transfer Information for the Payoff Amount:



Credit Bank:

ABA#

For Credit To:

Account No.

For Further Credit To:

Account No.

Att:

Ref:



 


 









 





Schedule 2




Collateral 




Stock Certificates and Stock Powers




1. Stock Certificate No. 2 and Stock Power of President Riverboat Casino-Missouri, Inc.,
issued to Pinnacle Entertainment, Inc., in the amount of 1,000 shares.



2. Membership Certificate No. 1 and Stock Power of Belterra Resort Indiana, LLC, issued to
Pinnacle Entertainment, Inc., representing 100% ownership interest.



3. Stock Certificate No. 3 and Stock Power of Biloxi Casino Corp., issued to Casino Magic
Corp., in the amount of 1,250 shares.



4. Membership Certificate No. 1 and Stock Power of Boomtown, LLC, issued to Pinnacle
Entertainment, Inc., representing 100% ownership interest.



5. Stock Certificate No. 2 and Stock Power of Casino Magic Corp., issued to Pinnacle
Entertainment, Inc., in the amount of 35,000,000 shares.



6. Stock Certificate No. 24 and Stock Power of Casino One Corporation, issued to Casino Magic
Corp., in the amount of 100 shares.



7. Stock Certificate No. 5 and Stock Power of PNK (Bossier City), Inc., issued to Casino
Magic Corp., in the amount of 100 shares.



8. Membership Certificate No. 1 and Stock Power of PNK (Reno), LLC, issued to Pinnacle
Entertainment, Inc., representing 100% ownership interest.



9. Stock Certificate No. 1 and Stock Power of St. Louis Casino Corp., issued to Casino Magic
Corp., in the amount of 1,000 shares.



10. Stock Certificate No. 1 and Stock Power of Casino Magic Management Services Corp., issued
to Casino Magic Corp., in the amount of 1,000 shares.



11. Stock Certificate No. 1 and Stock Power of Realty Investment Group, Inc., issued to
Hollywood Park, Inc. (predecessor in interest to Pinnacle Entertainment, Inc.), in the amount of
1,000 shares.



12. Stock Certificate No. 1 and Stock Power of PNK Development 1, Inc., issued to Pinnacle
Entertainment, Inc., in the amount of 1,000 shares.



13. Stock Certificate No. 1 and Stock Power of PNK Development 2, Inc., issued to Pinnacle
Entertainment, Inc., in the amount of 1,000 shares.



14. Stock Certificate No. 1 and Stock Power of PNK Development 3, Inc., issued to Pinnacle
Entertainment, Inc., in the amount of 1,000 shares.



15. Stock Certificate No. 1 and Stock Power of PNK Development 4, Inc., issued to Pinnacle
Entertainment, Inc., in the amount of 1,000 shares.


 


 









 





16. Stock Certificate No. 1 and Stock Power of PNK Development 5, Inc., issued to Pinnacle
Entertainment, Inc., in the amount of 1,000 shares.



17. Stock Certificate No. 1 and Stock Power of PNK Development 6, Inc., issued to Pinnacle
Entertainment, Inc., in the amount of 1,000 shares.



Security Filings Related to the Collateral




[to come]


 


 









 





Schedule 3




1. Each of the Borrower, BILOXI CASINO CORP., CASINO MAGIC CORP., CASINO ONE CORPORATION, PNK
(BOSSIER CITY), INC., ST. LOUIS CASINO CORP., BELTERRA RESORT INDIANA, LLC, BOOMTOWN, LLC, OGLE
HAUS, LLC, PNK (LAKE CHARLES), L.L.C., PNK (RENO), LLC, LOUISIANA-I GAMING, PNK (ES), LLC, PNK (ST.
LOUIS RE), LLC, LLC, PNK (CHILE 1), LLC, PNK (CHILE 2), LLC, YANKTON INVESTMENTS, LLC, PNK (BATON
ROUGE) PARTNERSHIP, PNK Development 7, LLC, PNK Development 8, LLC, PNK Development 9, LLC, PNK
(SCB), L.L.C., PNK (STLH), LLC and President Riverboat Casino-Missouri, Inc. is party to the
Security Agreement and the Pledge Agreement (General).



2. All outstanding equity interests and promissory notes (if any), with appropriate transfer
instruments, owned by or on behalf of each Loan Party have been pledged pursuant to the Security
Agreement or the Pledge Agreements.



3. All Uniform Commercial Code financing statements and other appropriate documents and instruments
required to create and/or perfect the Liens intended to be created and/or perfected under the
Security Documents have been filed, registered, recorded or delivered. The Security Documents as
of the Effective Date are:



(a) The Amended and Restated Security Agreement, dated as of December 14, 2005, executed and
delivered by the Borrower and the Restricted Subsidiaries (other than Immaterial Subsidiaries).
[amendments to be noted]



(b) The Amended and Restated Trademark Collateral Assignment, dated as of December 14, 2005,
executed and delivered by the Borrower and the Restricted Subsidiaries (other than Immaterial
Subsidiaries). [amendments to be noted]



(c) The Amended and Restated Pledge Agreement, dated as of [
 _____ 
], executed and delivered by
the Borrower and the Restricted Subsidiaries (other than Immaterial Subsidiaries). [amendments to
be noted]




(d) [Each Pledge Agreement (Gaming Regulated) to be noted].




(e) [Each Mortgage to be noted]




(f) [Each Preferred Ship Mortgage to be noted]



(g) The Collateral Assignment of Redevelopment Agreement, dated as of [     ], executed and
delivered by [     ]



(h) The Collateral Assignment of Cooperative Endeavor Agreement, dated as of [     ], executed
and delivered by [     ]




(i) [other Security Documents to be noted]



4. All Mortgages, title insurance policies, abstracts, appraisals, legal opinions and other
appropriate real estate security documents with respect to all Mortgaged Properties have been
filed, registered, recorded or delivered pursuant to the Credit Agreement and the Security
Documents, unless otherwise required upon request and such request was not made.



5. All consents and approvals required to be obtained in connection with the execution and delivery
of all Security Documents, the performance of the obligations thereunder and the granting of the
Liens thereunder have been obtained, except for the Nevada Gaming Commission’s approval of the
transfer of the Pledge Agreement (Gaming Regulated) with respect to the membership interest in PNK
(Reno), LLC from the Existing Agent to the Successor Agent.


 


 









 





Schedule 4




The Existing Agent shall have delivered to the Successor Agent:



(a) copies of the Loan Documents existing as of the Effective Date, together with all amendments
and supplements thereto;



(b) a list of all of the Lenders and their respective commitments as of the close of business on
the date of this Agreement;



(c) an executed assignment of mortgage or deed of trust (as applicable and if reasonably necessary)
with regard to each of the Mortgages in its capacity as Administrative Agent (provided that
neither the Existing Agent nor the Successor Agent shall be responsible for the form, content or
filing of any such assignments or the applicable mortgages);



(d) description of any additional documents prepared to transfer, as of record, the security
interests, financing statements and all other notices of security interests and Liens previously
filed by it in its capacity as Administrative Agent (provided that neither the Existing
Agent nor the Successor Agent shall be responsible for the form, content or filing of any such
financing statements, instruments or notices); and



(e) (i) copies of all of the Existing Agent’s books and records concerning the Loans (including
without limitation all of those books and records that evidence the amount of principal, interest
and other sums due under the Loan Documents) and (ii) such other information and data as shall be
reasonably necessary for the Successor Agent to establish an Intralinks website (or substantially
similar electronic transmission system) for purposes of general communications with the parties to
the Loan Documents.


 


 









 





Exhibit A




CONSENT OF GUARANTORS




By signing this Consent, each Guarantor hereby consents to the foregoing Agreement (including
without limitation the amendments to the Credit Agreement contained therein), and confirms that (i)
the obligations of the Borrower under the Credit Agreement as modified by the Agreement (x) are
guaranteed by the Guarantors as set forth in the Subsidiary Guaranty and (y) constitute
Obligations, and (ii) notwithstanding the effectiveness of the terms of the Agreement, the
Subsidiary Guaranty and each of the Loan Documents to which it is a party is, and shall continue to
be, in full force and effect and are hereby ratified and confirmed in all respects.



Each Guarantor agrees to execute any documentation and to take such other actions as may
reasonably be necessary to evidence the resignation and appointment, and the transfer of the
Collateral, as described in the Agreement, in each case at the Borrower’s expense; provided that
the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the
Successor Agent under this paragraph or under Section 1(a)(iv) of the Agreement.



Each Guarantor hereby confirms, as of the Effective Date, that the Successor Agent becomes
vested with all of the rights, powers, privileges and duties of the Administrative Agent under each
Loan Document applicable to such Guarantor, and the Existing Agent is discharged from all of its
duties and obligations as the Administrative Agent under each Loan Document applicable to such
Guarantor.



On and after the Effective Date, all possessory Collateral held by the Existing Agent for the
benefit of the Lenders shall be deemed to be held by the Existing Agent as agent and bailee for the
Successor Agent for the benefit of the Lenders until such time as such possessory Collateral has
been delivered to the Successor Agent. Notwithstanding anything herein to the contrary or the
effectiveness of the terms hereof, each Guarantor agrees that all of such Liens granted by any
Guarantor, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed
by each Guarantor. Without limiting the generality of the foregoing, any reference to the Existing
Agent on any publicly filed document, to the extent such filing relates to the Liens and security
interests in the Collateral assigned pursuant to the Agreement and until such filing is modified to
reflect the interests of the Successor Agent, shall, with respect to such Liens and security
interests, constitute a reference to the Existing Agent as collateral representative of the
Successor Agent (provided, that the parties hereto agree that the Existing Agent’s role as such
collateral representative shall impose no duties, obligations, or liabilities on the Existing
Agent, including, without limitation, any duty to take any type of direction regarding any action
to be taken against such Collateral other than the requirements of the Existing Agent to consummate
the assignments effected hereby, whether such direction comes from the Successor Agent, the
Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective
provisions of Section 9 (The Agents), including, without limitation, Section 9.7 (Indemnification),
while serving in such capacity).



Each Guarantor hereby represents and warrants on and as of the date hereof and on and as of
the Effective Date that it is legally authorized to enter into and has duly executed and delivered
this Consent.



Without limiting its obligations in any way under any of the Loan Documents, each Guarantor
reaffirms and acknowledges its obligations to the Successor Agent to the extent provided in any
Loan Document applicable to it and that the delivery of any agreements, instruments or any other
document and any other actions taken or to be taken to the extent required by and in accordance
with any Loan Document applicable to it shall be to the satisfaction of Successor Agent
notwithstanding whether any of the foregoing was or were previously satisfactory to the Existing
Agent.


 


 









 





Each Guarantor hereby unconditionally and irrevocably waives all claims, suits, debts, liens,
losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or
nature whatsoever, known or unknown, fixed or contingent, which any of them may have or claim to
have against Lehman (whether in its capacity as an agent, lender, hedging counterparty or
otherwise) or its agents, employees, officers, affiliates, directors, representatives, attorneys,
successors or assigns (collectively, the “Released Parties”) to the extent arising out of
or in connection with the Loan Documents, including without limitation damages resulting from any
prior or future failure to fund the Commitment of Lehman thereunder (collectively, the
“Claims”). Each Guarantor further agrees forever to refrain from commencing, instituting
or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to
any and all of the foregoing described waived, released, acquitted and discharged Claims or from
exercising any right of recoupment or setoff that it may have under a master netting agreement or
otherwise against any Released Party with respect to Obligations under the Loan Documents. For the
avoidance of doubt, it is acknowledged that the Commitment of Lehman as a Lender under the Credit
Agreement is not, and is not meant to be, terminated hereby. Each of the Released Parties shall be
a third party beneficiary of the release herein provided.



Each Guarantor hereby agrees that this Consent (i) does not impose on the Existing Agent
affirmative obligations or indemnities to which it was not already subject, as of the date of its
petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give
rise to any administrative expense claims other than claims arising as a result of (x) the failure
by Lehman to perform any of its obligations hereunder or (y) any representation or warranty of
Lehman set forth herein not being true and correct on and as of the date hereof and on and as of
the Effective Date and (ii) is not inconsistent with the terms of the Credit Agreement.



[Signature page follows]



 


 









 





IN WITNESS WHEREOF, each of the undersigned has executed and delivered this CONSENT OF
GUARANTORS as of the       day of                     , 2009.



	 	 	 	 	 	 	 	 	 
	 	 	BILOXI CASINO CORP., a Mississippi corporation

CASINO MAGIC CORP., a Minnesota corporation

ST. LOUIS CASINO CORP., a Missouri corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	CASINO ONE CORPORATION, a Mississippi corporation

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

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	BELTERRA RESORT INDIANA, LLC,

a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	BOOMTOWN, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc., its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 






Consent of Guarantors to Agency Transfer Agreement



 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	OGLE HAUS, LLC,

an Indiana limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Belterra Resort Indiana, LLC,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc.,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (LAKE CHARLES), L.L.C.,

a Louisiana limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,

its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (RENO), LLC,

a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LOUISIANA-I GAMING,

a Louisiana partnership in Commendam	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Boomtown, LLC,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc.,
its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	 	 	 






Consent of Guarantors to Agency Transfer Agreement





 


 












 




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

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (ST. LOUIS RE), LLC,

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,
	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (CHILE 1), LLC,

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc,
its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (CHILE 2), LLC,

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc,

its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





Consent of Guarantors to Agency Transfer Agreement



 















 




	 	 	 	 	 	 	 	 	 	 	 
	 	 	YANKTON INVESTMENTS, LLC,

a Nevada limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK (BATON ROUGE) PARTNERSHIP, a Louisiana

partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	PNK Development 8, LLC,

its Managing Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Pinnacle Entertainment, Inc.,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PNK Development 7, LLC,

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc., 

its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	PNK Development 8, LLC,

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,

its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





Consent of Guarantors to Agency Transfer Agreement




 














 




	 	 	 	 	 	 	 	 	 	 	 
	 	 	           PNK
Development 9, LLC,

           a Delaware limited liability company


	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,

its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	           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:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	           PNK (STLH),
LLC,

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Pinnacle Entertainment, Inc.,

its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	           President
Riverboat Casino-Missouri, Inc.

           a Missouri corporation



	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 		 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 		 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 		 	 	 	 
	 

	 	 	 	 	 	 	 	 





Consent of Guarantors to Agency Transfer Agreement