EX-4.3



 Exhibit 4.3 

 
  
 REGISTRATION RIGHTS AGREEMENT 
 Dated as of August 5, 2013

 between 
 PNK FINANCE CORP. 
 And 

J.P. MORGAN SECURITIES LLC 
 GOLDMAN, SACHS & CO. 
 DEUTSCHE BANK SECURITIES INC.

 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 

WELLS FARGO SECURITIES, LLC 
 CREDIT AGRICOLE SECURITIES (USA) INC. 
 BARCLAYS CAPITAL INC.

 UBS SECURITIES LLC 

 







 This Registration Rights Agreement (this “Agreement”) is made and
entered into as of August 5, 2013, by and among the Company and J.P. Morgan Securities LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC,
Credit Agricole Securities (USA) Inc., Barclays Capital Inc. and UBS Securities LLC, as representatives of the several initial purchasers named in Schedule 1 attached to the Purchase Agreement (as defined below) (each such initial purchaser, an
“Initial Purchaser” and, together, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 6.375% Senior Notes due 2021 (the “Initial Notes”) pursuant
to the Purchase Agreement (as defined below). 
 This Agreement is made pursuant to the Purchase Agreement, dated July 30,
2013 (the “Purchase Agreement”), by and among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company (and each of the guarantors, if any, that signs the
joinder agreement attached hereto as Exhibit A or otherwise becomes a party to this Agreement pursuant to Section 10(e) hereof) has agreed or will agree, as applicable, to provide the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
them in the Indenture, dated as of the date hereof (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (as defined
below). 
 The parties hereby agree as follows: 

 

	SECTION 1.	DEFINITIONS 

 As used in
this Agreement, the following capitalized terms shall have the following meanings: 
 Act: The Securities Act of
1933, as amended, and the rules and regulations of the Commission promulgated thereunder. 
 Affiliate: As defined
in Rule 144 of the Act. 
 Agreement: As defined in the recitals. 

Broker-Dealer: Any broker or dealer registered under the Exchange Act. 

Business Day: Any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at
a place of payment are authorized by law, regulation or executive order to remain closed. 
 Closing Date: The
date hereof. 
 Commission: The Securities and Exchange Commission. 

Company: PNK Finance Corp., a Delaware corporation, and any and all successors thereto, including, for the avoidance of
doubt, Pinnacle upon completion of the Acquisition (as 







 
defined in the Indenture) and the merger of PNK Finance Corp. with and into Pinnacle in accordance with Section 5.01 of the Indenture. 

Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of
(a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of Initial Notes tendered by Holders thereof pursuant to the Exchange Offer. 
 Consummation Deadline: As defined in Section 3(b) hereof. 

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder. 
 Exchange Notes: The Company’s 6.375% Senior Subordinated Notes due 2021 to be issued pursuant
to the Indenture in the Exchange Offer. 
 Exchange Offer: The exchange and issuance by the Company of a principal
amount of Exchange Notes (which shall be registered under the Act pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Initial Notes that are validly tendered and not withdrawn by such Holders in
connection with such exchange and issuance pursuant to the terms of the Exchange Offer Registration Statement. 
 Exchange
Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. 
 Exchange Offer Registration Statement Effectiveness Deadline: As defined in Section 3(a) hereof. 
 Filing Deadline: As defined in Section 3(a) hereof. 

Free Writing Prospectus: Each offer to sell or solicitation of an offer to buy the Initial Notes or the Exchange Notes that
would constitute a “free writing prospectus” (if the offering of the Initial Notes or the Exchange Notes was made pursuant to a registered offering under the Securities Act) as defined in Rule 405 under the Securities Act, prepared by or
on behalf of the Company or used or referred to by the Company in connection with the sale of the Initial Notes or the Exchange Notes. 
 Guarantor: Each of the guarantors that signs the joinder agreement attached hereto as Exhibit A on the date of the Release (as defined in the Indenture) and any new party to this
Agreement pursuant to Section 10(e) hereof. For the avoidance of doubt, as of the date hereof, there are no Guarantors and any provisions in this Agreement that speak to the Guarantors as of the date hereof or that require any action to be
taken by, or impose any obligation on, a Guarantor shall have no force or effect until such time, if any, as there is one or more Guarantor. 

  
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 Holders: As defined in Section 2 hereof. 

indemnified party: As defined in Section 8(c) hereof. 

indemnifying party: As defined in Section 8(c) hereof. 

Indenture: As defined in the recitals. 
 Initial Notes: As defined in the recitals. 
 Initial
Purchasers: As defined in the recitals. 
 Interest Payment Date: As defined in the Initial Notes and
Exchange Notes. 
 Pinnacle: Pinnacle Entertainment Inc., a Delaware corporation, and any and all successors
thereto. 
 Prospectus: The prospectus included in a Registration Statement at the time such Registration
Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 

Purchase Agreement: As defined in the recitals. 
 Recommencement Date: As defined in Section 6(d) hereof. 

Registration Default: As defined in Section 5 hereof. 

Registration Statement: Any registration statement of the Company and the Guarantors relating to (a) an offering of
Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement,
(ii) including the Prospectus included therein, and (iii) including all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 

Rule 144: Rule 144 promulgated under the Act. 
 Shelf Effectiveness Deadline: As defined in Section 4(a) hereof. 
 Shelf Registration Statement: As defined in Section 4(a) hereof. 
 Suspension Notice: As defined in Section 6(d) hereof. 

Suspension Rights: As defined in Section 6(c)(i) hereof. 

TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.


  
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 Transfer Restricted Securities: Each Initial Note until the earliest to occur
of (a) the date on which such Initial Note has been exchanged in the Exchange Offer by a Person other than a Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Act, (b) following the exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on
or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, (c) the date on which such Initial Note has been effectively registered under the Act and disposed of in accordance with the
Shelf Registration Statement or (d) the date on which such Initial Note is distributed to the public pursuant to Rule 144, provided that on or prior to the date of such distribution either (x) the Exchange Offer has been Consummated or
(y) a Shelf Registration Statement has been declared effective by the Commission. 
  

	SECTION 2.	HOLDERS 

 A Person is
deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities. 
  

	SECTION 3.	REGISTERED EXCHANGE OFFER 


(a) The Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission on or
prior to June 2, 2014 (such date being the “Filing Deadline”), (ii) use all commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective on or prior to 30 days after the
Filing Deadline (such date being the “Exchange Offer Registration Statement Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration
Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement and (C) cause all necessary filings, if any, in connection with the
registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable
law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer
shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered
into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as
contemplated by Section 3(c) below. 
 (b) The Company and the Guarantors shall use all commercially reasonable efforts to
cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors 

  
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shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes and the Guarantees thereof shall be included in the
Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than July 31, 2014, unless a later date is required by the federal securities laws, (such date, or such later date required by the federal securities laws, being the “Consummation
Deadline”). 
 (c) The Company shall include a “Plan of Distribution” section in the Prospectus contained
in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading
activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also
contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or
disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the
Shearman & Sterling no-action letter (available July 2, 1993). 
 Because such Broker-Dealer may be deemed
to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange
Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement; provided that such Broker-Dealer, in its
reasonable judgment, determines that it is subject to such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by
Broker-Dealers, if requested by one or more Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current
as required by and subject to the provisions of Sections 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a
period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period as will terminate when all Transfer Restricted Securities held by such requesting Broker-Dealers covered by such Registration Statement have been sold
pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time
during such period. 
  

	SECTION 4.	SHELF REGISTRATION 

 (a)
Shelf Registration. If (i) the Company and the Guarantors are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to Consummate the Exchange


  
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Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i)
below) or (ii) any Holder notifies the Company prior to the 20th Business Day following Consummation of the Exchange Offer that (A) such Holder, alone or together with Holders who hold in the aggregate at least $1.0 million in principal
amount of Transfer Restricted Securities, was prohibited by law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly
from the Company or any of its Affiliates, then the Company and the Guarantors, subject to the Suspension Rights set forth in Section 6(c)(i) below, shall: 
 (x) use all commercially reasonable efforts on or prior to 30 days after the earlier of (i) the date as of which the Company determines that the Exchange Offer Registration Statement will not be or
cannot be, as the case may be, filed as a result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified in clause (a)(ii) above (30 days after such earlier date, the “Shelf Filing
Deadline” provided that, notwithstanding the foregoing, the Shelf Filing Deadline shall be no earlier than June 2, 2014), to file a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the
Exchange Offer Registration Statement (the “Shelf Registration Statement”)), covering resales by Holders of such Transfer Restricted Securities, and 
 (y) use all commercially reasonable efforts to cause such Shelf Registration Statement to become effective under the Act on or prior to 90 days after the Shelf Filing Deadline for the Shelf Registration
Statement (such 90th day the “Shelf Effectiveness Deadline”). 
 If, after the Company and the
Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i)(B) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in
such event, the Company and the Guarantors shall remain obligated to meet the Shelf Effectiveness Deadline set forth in clause (y) above. 
 To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a)
and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use all commercially reasonable efforts to keep any Shelf Registration Statement required by this
Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules
and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i) or 6(d)) following the Closing Date, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto or are no longer Transfer Restricted Securities. The Company and the Guarantors may include other securities in any Shelf


  
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Registration Statement in connection with an exchange offer or exchange offers relating to such securities. 
 (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act
for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder shall be entitled to additional interest pursuant to Section 5 hereof unless and until (and from and after such
time) such Holder shall have provided all such required information. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder
not materially misleading and shall promptly supply such other information as the Company may from time to time reasonably request. 
  

	SECTION 5.	ADDITIONAL INTEREST 


Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this
Agreement is not filed with the Commission on or prior to the Filing Deadline or the Shelf Effectiveness Deadline, as applicable, (ii) the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to
the Exchange Offer Registration Statement Effectiveness Deadline, (iii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the Shelf Effectiveness Deadline, as applicable, (iv) the Exchange
Offer has not been Consummated by the Consummation Deadline with respect to the Exchange Offer Registration Statement or (v) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be
effective or usable for its intended purpose (each such event referred to in clauses (i) through (v), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder affected
thereby additional interest in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder while the Registration Default continues for the first 90-day period immediately following the
occurrence of such Registration Default, with such rate increasing by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest
for all Registration Defaults of 1.0% per annum of the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration
Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above,
(2) upon the effectiveness of the Exchange Offer Registration Statement in the case of clause (ii) above, (3) upon the effectiveness of the Shelf Registration Statement, if applicable, in the case of clause (iii) above,
(4) upon Consummation of the Exchange Offer, in the case of clause (iv) above, or (5) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (v) above, the additional interest payable


  
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with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), (iv) or (v), as applicable, shall cease. All accrued additional interest shall be paid by the
Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on the next
scheduled Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. All accrued additional interest shall be computed in the manner provided for the computation of interest in the Indenture.
Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to securities that accrued prior
to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. 

 

	SECTION 6.	REGISTRATION PROCEDURES 


(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall
(x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer
Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) being sold in
accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: 
 (i) If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the
Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the
Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take
action not commercially reasonable to affect a change of Commission policy. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as may be requested by the Commission or otherwise required in
connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable and which need not be a written resolution) by the
Commission staff. 
 (ii) As a condition to its participation in the Exchange Offer, each Holder (including,
without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter
of transmittal contemplated by the Exchange Offer Registration Statement) to the effect 

  
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that (A) it is not an Affiliate of the Company, or, if it is an Affiliate of the Company, that such Holder will comply with the registration and prospectus delivery requirements of the Act
to the extent applicable, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer,
(C) it is acquiring the Exchange Notes in its ordinary course of business and (D) only if such Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own private
account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer each Holder using the
Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired directly from the Company or an Affiliate
thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained
pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an
effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. 
 (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the
Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the
Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s and each Guarantor’s information and
belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in
the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable. 

(b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company and the Guarantors shall:

 (i) comply with all the provisions of Section 6(c) below and use all commercially reasonable efforts to
effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or 

  
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methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Guarantors will prepare
and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and 
 (ii) issue to any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement, upon the request of any such Holder or purchaser, registered Initial
Notes having an aggregate principal amount equal to the aggregate principal amount of Initial Notes in the names as such Holder or purchaser shall designate. 
 (c) General Provisions. In connection with any Registration Statement and any related Prospectus required by this Agreement, the Company and the Guarantors shall: 

(i) use all commercially reasonable efforts to keep such Registration Statement continuously effective and provide all
requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to
contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period
required by this Agreement, the Company and the Guarantors shall file promptly an appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use all commercially reasonable efforts to cause such
amendment to be declared effective as soon as practicable. Notwithstanding the foregoing, the Company and the Guarantors may allow the Exchange Offer Registration Statement, at any time after Consummation of the Exchange Offer (if otherwise required
to keep it effective), or the Shelf Registration Statement and the related Prospectus to cease to remain effective and usable or may delay the filing or the effectiveness of the Shelf Registration Statement if not then filed or effective, as
applicable (“Suspension Rights”), for one or more periods of 90 days in aggregate in any twelve month period if (x) the board of directors of the Company (or a duly-appointed committee of the board of directors having
power over the subject matter) determines in good faith that it is in the best interests of the Company not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Company and the
Guarantors, and the Company mails notification to the Holders within five Business Days after the board of directors makes such determination, or (y) the Prospectus contained in the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, contains an untrue statement of the material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading; provided that the 180-day period referred to in Section 3(c) during which the Exchange Offer Registration Statement is required to be effective and usable or the two-year period referred to in Section 4(a) hereof during
which the Shelf Registration Statement is required to be effective and usable shall be 

  
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extended by the number of days during which such Registration Statement was not effective or usable pursuant to the foregoing provisions (which such extension shall be the Holders’ sole
remedy for the exercise by the Company of the Suspension Rights during the time period permitted hereunder, but only to the extent that any suspension period does not violate the 90-day period set forth above). 

(ii) Subject to the Suspension Rights set forth in Section 6(c)(i) above, prepare and file with the Commission such
amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply
with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth
in such Registration Statement or supplement to the Prospectus; 
 (iii) advise (a) each Holder whose
Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) and (b) each Holder who has provided notice to the Company promptly and, if requested by such Holder, confirm
such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has
become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, and (D) of the happening of any event that requires the Company to make changes in the Registration Statement or the Prospectus in order that the Registration Statement or the
Prospectus, any amendment or supplement thereto or any document incorporated by reference therein do not contain an untrue statement of material fact nor omit to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall
use all commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 
 (iv) subject to Section 6(d), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document 

  
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incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an
untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; 

(v) furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement, if
any, and each Initial Purchaser in connection with the Exchange Offer, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or
Prospectus, which documents will be subject to the reasonable review and comment of such Holders in connection with such sale, if any, for a period of at least three Business Days, and the Company will not file any such Registration Statement or
Prospectus or any amendment or supplement to any such Registration Statement or Prospectus to which such Holders shall reasonably object within three Business Days after the receipt thereof. The objection of a Holder, if any, shall be deemed to be
reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not
misleading or fails to comply with the applicable requirements of the Act; 
 (vi) promptly prior to the filing
of any document that is to be incorporated by reference into a Registration Statement or Prospectus in connection with such exchange, registration or sale, if any, provide copies of such document to each Holder whose Transfer Restricted Securities
have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, if any, make the Company’s and the Guarantors’ representatives available for
discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request; 

(vii) make available, at reasonable times, for inspection by each Holder whose Transfer Restricted Securities have been
included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Company and the Guarantors
reasonably requested and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or
any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; provided that any Holder or representative thereof requesting or receiving such information shall agree to be bound by reasonable
confidentiality agreements and procedures with respect thereto; 
 (viii) if requested by any Holders whose
Transfer Restricted Securities have been included in a Shelf Registration Statement or a Broker-Dealer participating in an Exchange Offer, in connection with such exchange, registration or sale, promptly include in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective 

  
 12 









 
amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of
Distribution” of the Transfer Restricted Securities and the use of the Registration Statement or Prospectus for market making activities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as
practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment; 
 (ix) furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange,
registration or sale, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference); 
 (x) deliver to each Holder whose Transfer Restricted Securities have been
included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holders reasonably
may request; the Company and the Guarantors hereby consent to the use (in accordance with law and subject to Section 6(d) hereof and any Suspension Rights) of the Prospectus and any amendment or supplement thereto by each selling Holder in
connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 
 (xi) enter into such agreements (including an underwriting agreement containing customary indemnification provisions by the Company and the Guarantors), and make such representations and warranties, and
take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be
customarily and reasonably requested by the Initial Purchasers or, in the case of registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, by any Holder or Holders of Transfer Restricted Securities who
hold at least $25 million in aggregate principal amount of such class of Transfer Restricted Securities; provided, that, the Company and the Guarantors shall not be required to enter into any such agreement more than once with respect to all
of the Transfer Restricted Securities and, in the case of a Shelf Registration Statement, may delay entering into such agreement if the Board of Directors of the Company determines in good faith that it is in the best interests of the Company and
the Guarantors not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Company and the Guarantors. In such connection, the Company and the Guarantors shall: 

(A) upon the request of any Holder, furnish (or in the case of paragraphs (2) and (3), use its commercially
reasonable efforts to cause to be furnished) to each such Holder (in the case of the Shelf Registration Statement) 

  
 13 









 
and any underwriter, upon Consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, as the case may be: 

(1) a certificate, dated such date, signed on behalf of the Company and each Guarantor by (x) the Chief Executive
Officer or any Vice President and (y) a principal financial or accounting officer of the Company and such Guarantor, confirming, as of the date thereof, such matters as such Holders may reasonably request; 

(2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf
Registration Statement, as the case may be, of counsel for the Company and the Guarantors in customary form and covering such other matters as such Holder may reasonably request, and in any event including a statement to the effect that such counsel
has participated in conferences with officers and other representatives of the Company and the Guarantors and representatives of the independent public accountants for the Company and the Guarantors and representatives of the underwriters, if any,
and their counsel at which the contents of the Registration Statement and related matters were discussed and, although such counsel need not pass upon or assume responsibility for the accuracy, completeness or fairness of such statements (relying as
to materiality to the extent such counsel deems appropriate upon the statements of officers and other representatives of the Company and the Guarantors and without independent check or verification), no facts came to such counsel’s attention
that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective and, in the case of the Exchange Offer Registration Statement, as of the
date of Consummation of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus
contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state further that such counsel assumes no responsibility for, and has not independently
verified, the accuracy, completeness or fairness of the financial statements, schedules or other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus and need express no view as to the
accounting or financial records from which such financial statements, schedules and data are derived; and 
 (3)
a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of 

  
 14 









 
the Shelf Registration Statement, as the case may be, from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort
letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 8(q) of the Purchase Agreement; and 

(B) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence
compliance with the matters covered in clause (A) above and with any customary conditions contained in any agreement entered into by the Company and the Guarantors pursuant to this clause (xi); 

(xii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel
in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or advisable
to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to register or qualify as
a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not now so subject; 
 (xiii) in connection with any sale of Transfer Restricted
Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and
not bearing any restrictive legends; and to register such Transfer Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities;

 (xiv) use all commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted
Securities, subject to the proviso contained in clause (xii) above; 
 (xv) provide a CUSIP number for all
Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities
which are in a form eligible for deposit with the Depository Trust Company; 
 (xvi) otherwise use all
commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its 

  
 15 









 
security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Act (which need not
be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act); 

(xvii) cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration
Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA;
and execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to
be so qualified in a timely manner; and 
 (xviii) provide promptly to each Holder, upon request, each document
filed with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act. 
 (d)
Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company of the existence of any fact of
the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration
Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension Notice hereby
agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The
time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of
the Suspension Notice to the Recommencement Date; provided, however, notwithstanding anything else in this Agreement to the contrary, nothing shall delay or otherwise effect the date of the Filing Deadline or Consummation Deadline with
respect to the Exchange Offer Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has
received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidence. 

  
 16 










	SECTION 7.	REGISTRATION EXPENSES 


(a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by
the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue
Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees
and disbursements of counsel for the Company and the Guarantors and one special counsel for all of the Holders of Transfer Restricted Securities selected by the Holders of a majority in principal amount of Transfer Restricted Securities being
registered; and (v) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance);
provided, however, that in no event shall the Company or the Guarantors be responsible for any underwriting discounts, commissions or fees attributable to the sale or other disposition of Transfer Restricted Securities. 

The Company will, in any event, bear its and the Guarantors’ internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors. 

(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Notes in the Exchange Offer and/or selling
or reselling Initial Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not
more than one counsel, who shall be Latham & Watkins LLP, unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being
prepared. 
  

	SECTION 8.	INDEMNIFICATION 

 (a) The
Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless each selling Holder of Transfer Restricted Securities whose Transfer Restricted Securities are included in a Registration Statement, its affiliates, directors,
officers and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities or judgments, (including without
limitation, any legal or other expenses incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) that arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus, Free Writing Prospectus or any “issuer information” (as defined in Rule 433 of the
Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act (or any amendment or supplement thereto), or that arise out of or are 

  
 17 









 
based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, except insofar as such
losses, claims, damages, liabilities or judgments arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any Holder furnished in writing to the Company by or
on behalf of such Holder expressly for use therein. 
 (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company and the Guarantors, the other selling Holders and their respective directors and officers, and each Person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the
Company, the Guarantors and the other selling Holders to the same extent as the foregoing indemnity from the Company and the Guarantors set forth in section (a) above, but only with reference to information relating to such Holder furnished in
writing to the Company by or on behalf of such Holder expressly for use in any Registration Statement. In no event shall any Holder, its directors, officers or any Person who controls such Holder be liable or responsible for any amount in excess of
the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds the sum of: (i) the amount paid by such Holder for such Transfer Restricted
Securities plus (ii) the amount of any damages that such Holder, its directors, officers or any Person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. 
 (c) In case any action shall be commenced involving any person in respect of which indemnity may be sought
pursuant to Section 8(a) or 8(b) (the “indemnified party”), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing
(provided, that the failure to notify the indemnifying person shall not relieve it from any liability that it may have under this Section 8 except to the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided, further, that the failure to notify the indemnifying person shall not relieve it from any liability that it may have to an indemnified party otherwise than under this
Section 8) and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses of such counsel, as incurred (except
that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder). Any indemnified party shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party,
(ii) the indemnifying party has failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the
indemnified party and the indemnifying party, and the indemnified party has been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party
(in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified 

  
 18 









 
party), in any of which events such fees and expenses of counsel shall be borne by the indemnifying person. In any such case, the indemnifying party shall not, in connection with any one action
or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified pursuant to
Section 8(a), and by the Company and Guarantors, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action effected with the written consent of the indemnifying party (which consent shall not be unreasonably withheld). No indemnifying party shall, without the prior written
consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified
party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party
from all liability on claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

 (d) To the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in
respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Notes and the Exchange Notes, on the one
hand, and the Holders, on the other hand, from their sale of Transfer Restricted Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or such Guarantor, on the one hand, or by the
Holder, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and judgments referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or
defending any action or claim. 
 The Company, the Guarantors and each Holder agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of 

  
 19 









 
allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any matter, including any action that could have given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its directors, its
officers or any Person, if any, who controls such Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total amount received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds the sum of: (i) the amount paid by such Holder for such Transfer Restricted Securities plus (ii) the amount of any damages that such Holder has otherwise paid or become liable to pay
by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities held by each Holder hereunder
and not joint. 
 The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies
that may otherwise be available to any indemnified party at law or in equity. 
 The indemnity and contribution provisions
contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any Person controlling any Holder, or by
or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Notes and (iv) any sale of Transfer Restricted Securities
pursuant to a Shelf Registration Statement. 
  

	SECTION 9.	RULE 144A AND RULE 144 


The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during
any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A under the Act, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144. 
  

	SECTION 10.	MISCELLANEOUS 

 (a)
Remedies. The Company and the Guarantors acknowledge and agree that any failure by the Company and/or the Guarantors to comply with their respective obligations under Sections 3 and 4 hereof may result in material irreparable injury to the
Initial Purchasers or the 

  
 20 









 
Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Sections 3 and 4 hereof. The Company and the Guarantors further agree to waive the defense in
any action for specific performance that a remedy at law would be adequate. 
 (b) Free Writing Prospectus. The Company
represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) in connection
with the issuance and sale of the Initial Notes and the Exchange Notes, other than (i) any communication pursuant to Rule 134, Rule 135 or Rule 135c under the Securities Act, (ii) any document constituting an offer to sell or solicitation
of an offer to buy the Initial Notes or the Exchange Notes that falls within the exception from the definition of prospectus in Section 2(a)(10)(a) of the Securities Act or (iii) a prospectus satisfying the requirements of section 10(a) of
the Securities Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the Securities Act. 
 (c) No
Inconsistent Agreements. Neither the Company nor any Guarantor will, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof; provided that the Holders acknowledge and agree that the Company and the Guarantors may include other securities in the Exchange Offer Registration Statement and the Shelf Registration
Statement in connection with an exchange offer or exchange offers relating to such securities, and can enter into agreements that permit the same. Neither the Company nor any Guarantor has previously entered into, nor is currently a party to, any
agreement granting any registration rights with respect to its securities to any Person that would require such securities to be included in any Registration Statement filed hereunder. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of the Company’s and the Guarantors’ securities under any agreement in effect on the date hereof. 

(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(d)(i), the Company has obtained the written consent of Holders of all outstanding Transfer Restricted
Securities and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted
Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered
pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer. 

  
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 (e) Additional Guarantors. In addition to each of the guarantors that signs the
joinder agreement attached hereto as Exhibit A on the date of the Release, the Company shall cause any of its Subsidiaries (as defined in the Indenture) that becomes, prior to the consummation of the Exchange Offer, a Guarantor in accordance
with the terms and provisions of the Indenture to become a party to this Agreement as a Guarantor. 
 (f) Third Party
Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent they may deem such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder. 
 (g) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier or air courier guaranteeing overnight delivery: 
 (i) if to a Holder, at the
address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and 
 (ii) if to the Company or the Guarantors: 
 Pinnacle
Entertainment, Inc. 
 8918 Spanish Ridge Avenue 

Las Vegas, Nevada 89148 
 Telecopier No.: (702) 784-7778 
 Attention: Chief Financial
Officer 
 Attention: General Counsel 

With a copy to: 
 Morrison & Foerster LLP 
 2000 Pennsylvania Ave., NW

 Washington, DC 20006 

Fax: (202) 785-7522. 

Attention: David Slotkin, Esq. 
 All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid,
if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. 
 Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture. 

(h) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of
the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein 

  
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shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding
such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof. 
 (i)
Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. 
 (j) Headings. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof. 
 (k) Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF. 

(l) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 

(m) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 

(Signature Page Follows.) 

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

			
	PNK FINANCE CORP.
		
	By:	 	 /s/ John A. Godfrey

	Name:	 	John A. Godfrey
	Title:	 	Executive Vice President and Secretary



  
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	 J.P. Morgan Securities
 LLC Goldman, Sachs & Co. Deutsche Bank Securities Inc.

	 Merrill Lynch, Pierce, Fenner & Smith
    Incorporated

	Wells Fargo Securities, LLC
	Credit Agricole Securities (USA) Inc. Barclays Capital Inc.
	UBS SECURITIES LLC
	As representatives of the several Initial Purchasers named in Schedule 1 of the Purchase Agreement
		
	By:	 	J.P. MORGAN SECURITIES LLC
		
	By	 	 /s/ Jack D. Smith

		 	Name:	 	Jack D. Smith
		 	Title:	 	Managing Director



  
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 EXHIBIT A 

JOINDER AGREEMENT 

[—], 2013 
 Pursuant to Section 6(w)(i) of the Purchase Agreement, such section being an inducement to the Initial Purchasers to enter into the Purchase Agreement, each of the undersigned hereby executes this
joinder agreement (the “Joinder Agreement”), whereby each of the undersigned agrees to accede, as a successor to PNK Finance Corp., a Delaware corporation (the “Company”), or as a Guarantor, as applicable, to the
terms, applicable to the Company or Guarantors, as applicable, of the registration rights agreement (the “Registration Rights Agreement), dated as of August 5, 2013 (the “Closing Date”), among the Company and the
Initial Purchasers. Capitalized terms used in this Joinder Agreement without definition have the respective meanings given to them in the Registration Rights Agreement. 
 Each of the undersigned undertakes to perform all of the obligations of the Company or the Guarantors, as applicable, set forth in the Registration Rights Agreement, as though each of the undersigned had
entered into the Registration Rights Agreement on the Closing Date. Each of the undersigned agrees that such obligations include, without limitation, (a) its assumption of all of the obligations of the Company or the Guarantors, as applicable,
to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement and (b) its assumption, to the same extent as set forth therein, and on a joint and several basis, of all of the Company’s or the
Guarantors’, as applicable, indemnification and other obligations contained in Section 8 of the Registration Rights Agreement. 
 This
Joinder Agreement shall be governed and construed in accordance with the laws of the state of New York applicable to agreements made and to be performed in New York State. 
 This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile, e-mail or other electronic means shall be effective as delivery of a manually executed counterpart. 

[Remainder of page left blank] 

  
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 IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.

  

			
	[PINNACLE ENTERTAINMENT, INC.]
		
	By:	 	  

		 	Name:
		 	Title:
	
	[NAME OF GUARANTOR]
		
	By:	 	  

		 	Name:
		 	Title:



  
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