PINNACLE ENTERTAINMENT, INC. Underwriting AgreementPinnacle Entertainment Inc. • March 9th, 2012 • Hotels & motels • New York
Company FiledMarch 9th, 2012 Industry JurisdictionPinnacle Entertainment, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $325,000,000 principal amount of its Senior Subordinated Notes due 2022 (the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of March 19, 2012 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto and marked with an asterisk (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Notes will be guaranteed on an unsecured senior subordinated basis by each of the Guarantors (the “Guarantees”).
CONSENT UNDER FOURTH AMENDED AND RESTATED CREDIT AGREEMENTConsent Under Fourth • March 9th, 2012 • Pinnacle Entertainment Inc. • Hotels & motels • New York
Contract Type FiledMarch 9th, 2012 Company Industry JurisdictionThis CONSENT UNDER FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Consent”), dated as of March 5, 2012, is made by and among PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), BARCLAYS BANK PLC, as the administrative agent (the “Administrative Agent”), and the Required Lenders.