Common use of Amendment to Definition of Acquiring Person Clause in Contracts

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement is amended to add the following sentence after the last sentence thereof: Anything in this Section 1(a) or this Agreement to the contrary notwithstanding, none of CGEA Holdings, Inc., a Delaware corporation, (“CGEA Holdings”), CGEA Investor, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“CGEA Investor”), nor any of their respective Affiliates is, nor shall any of them be deemed to be, an “Acquiring Person” by virtue of (i) the execution of, or their entry into, the Agreement and Plan of Merger, dated December 18, 2006, by and among the Company, CGEA Holdings and CGEA Investor (as it may be amended from time to time, the “Merger Agreement”); (ii) their acquisition or their right to acquire, beneficial ownership of Common Stock as a result of their execution of the Merger Agreement; (iii) the consummation of the Merger (as defined in the Merger Agreement); or (iv) any other transaction contemplated by the Merger Agreement, it being the purpose of the Company that neither the execution of the Merger Agreement by any of the parties thereto (after giving effect to any amendment to the Merger Agreement) nor the consummation of the transactions contemplated thereby shall in any respect give rise to any provision of this Agreement becoming effective.

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement Agreement, as amended, is amended to add the following sentence after replace the last sentence thereofwith the following sentence: Anything in this Section 1(a) "Notwithstanding the foregoing or this Agreement any provision to the contrary notwithstandingin this Agreement, none of CGEA HoldingsPinnacle Entertainment, Inc., a Delaware corporation, (“CGEA Holdings”"Pinnacle"), CGEA Investorits Subsidiaries, Affiliates or Associates, including PNK Development 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent Pinnacle (“CGEA Investor”"Merger Sub"), nor any of their respective Affiliates is, nor shall any of them be deemed to be, an “Acquiring Person” Person by virtue of (i) the execution oftheir acquisition, or their entry into, the Agreement and Plan of Merger, dated December 18, 2006, by and among the Company, CGEA Holdings and CGEA Investor (as it may be amended from time to time, the “Merger Agreement”); (ii) their acquisition or their right to acquire, beneficial ownership of Common Stock of the Company as a result of their execution of the Agreement and Plan of Merger, dated March 13, 2006 (and as may be amended from time to time), by and among Pinnacle, the Company and Merger Sub (the "Merger Agreement; "), (iiiii) the consummation of the Merger (as defined in the Merger Agreement); , or (iviii) any other transaction contemplated by the Merger Agreement, it being the purpose of the Company in adopting this amendment to the Agreement that neither the execution of the Merger Agreement by any of the parties thereto (after giving effect to any amendment to the Merger Agreement) nor the consummation of the transactions contemplated thereby shall in any respect give rise to any provision of this the Agreement becoming effective."

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement is amended to add the following sentence after the last sentence thereof: Anything in this Section 1(a) "Notwithstanding the foregoing or this Agreement any provision to the contrary notwithstandingin this Agreement, none of CGEA Holdings, Inc.Pinnacle Corp., a Delaware corporation, (“CGEA Holdings”"Pinnacle"), CGEA Investorits Subsidiaries, Affiliates or Associates, including PNK Development 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent Pinnacle (“CGEA Investor”"Merger Sub"), nor any of their respective Affiliates is, nor shall any of them be deemed to be, an “Acquiring Person” Person by virtue of (i) the execution oftheir acquisition, or their entry into, the Agreement and Plan of Merger, dated December 18, 2006, by and among the Company, CGEA Holdings and CGEA Investor (as it may be amended from time to time, the “Merger Agreement”); (ii) their acquisition or their right to acquire, beneficial ownership of Common Stock of the Company as a result of their execution of the Agreement and Plan of Merger, dated March 13, 2006 by and among Pinnacle, the Company and Merger Sub (the "Merger Agreement; "), (iiiii) the consummation of the Merger (as defined in the Merger Agreement); , or (iviii) any other transaction contemplated by the Merger Agreement, it being the purpose of the Company in adopting this amendment to the Agreement that neither the execution of the Merger Agreement by any of the parties thereto (after giving effect to any amendment to the Merger Agreement) nor the consummation of the transactions contemplated thereby shall in any respect give rise to any provision of this the Agreement becoming effective."

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement is amended to add the following sentence after the last sentence thereof: Anything in this Section 1(a) “Notwithstanding the foregoing or this Agreement any provision to the contrary notwithstandingin this Agreement, none of CGEA Holdings, Inc.Domus Holdings Corp., a Delaware corporation, (“CGEA HoldingsParent”), CGEA Investorits Subsidiaries, Inc.Affiliates or Associates, including Domus Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“CGEA InvestorMerger Sub”), nor any of their respective Affiliates is, nor shall any of them be deemed to be, an “Acquiring Person” Person by virtue of (i) the execution oftheir acquisition, or their entry into, the Agreement and Plan of Merger, dated December 18, 2006, by and among the Company, CGEA Holdings and CGEA Investor (as it may be amended from time to time, the “Merger Agreement”); (ii) their acquisition or their right to acquire, beneficial ownership of Common Stock of the Company as a result of their execution of the Agreement and Plan of Merger, dated December 15, 2006 (and as may be amended from time to time), by and among the Company, Parent and Merger Sub (the “Merger Agreement; ”), (iiiii) the consummation of the Merger (as defined in the Merger Agreement); , or (iviii) any other transaction contemplated by the Merger Agreement, it being the purpose of the Company in adopting this amendment to the Agreement that neither the execution of the Merger Agreement by any of the parties thereto (after giving effect to any amendment to the Merger Agreement) nor the consummation of the transactions contemplated thereby shall in any respect give rise to any provision of this the Agreement becoming effective.”