Exhibit 10.1
Execution Version
SECOND AMENDMENT TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT
ThisSECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT(this “Amendment”), dated as of October 28, 2010, is made by and amongPINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”),BARCLAYS BANK PLC, 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 Third Amended and Restated Credit Agreement dated as of February 5, 2010, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of April 28, 2010 (as 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 after giving effect to this Amendment;
Whereas, the Borrower has informed the Administrative Agent and the Lenders that it desires to modify the Limitation on Capital Expenditures associated with the Baton Rouge Project and has requested certain amendments to the Credit Agreement; and
Whereas, subject to the terms and conditions set forth herein, the Required Lenders are willing to amend the Credit Agreement as hereinafter set forth.
Now Therefore,in consideration of the premises and the mutual agreements set forth herein, the 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 Second Amendment Effective Date, as follows:
1.1Amendment to Section 1.1. The definition of “Commencement of Construction” is restated in its entirety as follows:
“‘Commencement of Construction’: for any Project, the spending from and after January 1, 2010 by the Borrower and its Restricted Subsidiaries of Expenses (other than amounts expended (x) for land acquisition costs, (y) to obtain a Gaming License, and (z) for capitalized interest expense) with respect to any Project of an amount greater than the lesser of (a) $25,000,000 and (b) ten percent (10%) of the Construction Budget for such Project; provided that with respect to the Baton Rouge Project, “Commencement of Construction” means the spending from and after January 1, 2010 by the Borrower and its Restricted Subsidiaries of Expenses (other than amounts expended (x) for land acquisition costs, (y) to obtain a Gaming License, and (z) for capitalized interest expense) with respect to the Baton Rouge Project of an amount greater than $100,000,000.
1.2Amendment to Section 1.1. The definition of “Responsible Officer” is restated in its entirety as follows:
“‘Responsible Officer’: the chief executive officer, president or chief financial officer of the Borrower, but in any event, with respect to financial matters, the chief financial officer of the Borrower; provided that the treasurer or vice president of finance of the Borrower may act as a Responsible Officer with respect to any Borrowing Notices to be delivered under this Agreement.”
1.3Amendment to Section 7.16(g). Section 7.16(g) of the Credit Agreement is restated in its entirety as follows:
“(g) Capital Expenditures associated with the Baton Rouge Project which do not result in the aggregate Capital Expenditures associated with such Project being in excess of $375,000,000;”
1.4Amendment to Section 7.17(d). Section 7.17(d) of the Credit Agreement is restated in its entirety as follows:
“(d) on and after January 1, 2010 and prior to Commencement of Construction with respect to the Baton Rouge Project, not make Capital Expenditures for the Baton Rouge Project in an amount in excess of $100,000,000.”
1.5Amendment to Schedule 4.15(a). Schedule 4.15(a) is hereby deleted in its entirety and replaced with Schedule 4.15(a) attached hereto.
Section 2. 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:
2.1Organizational 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 ofExhibit A attached hereto (the “Consent”). Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery, and performance of this Amendment and the Consent, as applicable, and the performance of the Loan Documents to which it is a party as modified by this Amendment. This Amendment and the Consent have each been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Amendment, the Consent, and the Loan Documents, as amended by this Amendment, constitute a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
2.2No Legal Bar. The execution, delivery and performance of this Amendment, the Consent and the Loan Documents, as modified by this Amendment, will not violate in any material respect any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents or permitted thereunder). No Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.
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2.3No Default.After giving effect to this Amendment, no event has occurred, is continuing, or will result from, the execution and delivery of this Amendment or the Consent that would constitute a Default or an Event of Default.
2.4Representations 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 Second Amendment Effective Date.
Section 3. Conditions to Effectiveness of this Amendment. This Amendment, and the consents and approvals contained herein, shall be effective on the date (such date, the “Second Amendment Effective Date”) when each of the following conditions has been satisfied:
3.1Execution of Amendment.The Borrower and the Required Lenders shall have executed and delivered this Amendment.
3.2Execution of Subsidiary Guarantor Consent.Each of the Guarantors shall have executed and delivered the Consent of Guarantors in the form ofExhibit A attached hereto.
3.3Representations 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 Second Amendment Effective Date as if made on and as of such date after giving effect to this Amendment.
3.4No Default. After giving effect to this Amendment and the extension of credit to be made on such date, if any, 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 Second Amendment Effective Date.
3.5Approvals. All governmental and third party approvals 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.
Section 4. Effect Of Amendment; Ratification. This Amendment is a Loan Document. From and after the date on which this Amendment becomes effective, all references in the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement as amended hereby. Except as expressly amended hereby or waived herein, the Credit Agreement and the other Loan Documents, including the Liens granted thereunder, shall remain in full force and effect, and all terms and provisions thereof are hereby ratified and confirmed.
Section 5. Borrower Confirmation. The Borrower confirms that as amended hereby, each of the Loan Documents is in full force and effect, and that none of the Loan Parties has any defenses, setoffs or counterclaims to its Obligations.
Section 6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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Section 7. No Waiver. Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment does not constitute a waiver of any Default or Event of Default, amend or modify any provision of any Loan Document or constitute a course of dealing or any other basis for altering the Obligations of any Loan Party.
Section 8. Integration. The Credit Agreement and the other Loan Documents (as amended by this Amendment) represents the entire agreement of the parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Lead Arranger or any Lender relative to the subject matter hereof not expressly set forth or referred to herein.
Section 9. Captions. The catchlines and captions herein are intended solely for convenience of reference and shall not be used to interpret or construe the provisions hereof.
Section 10. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Administrative Agent.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment as of the date set forth above.
BORROWER:
| PINNACLE ENTERTAINMENT, INC., a Delaware corporation | ||||
| By: | /s/ Stephen H. Capp | |||
| Name: | Stephen H. Capp | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
Second Amendment Signature Page
ADMINISTRATIVE AGENT:
| BARCLAYS BANK PLC | ||||
| By: | /s/ Craig J. Malloy | |||
| Name: | Craig J. Malloy | |||
| Title: | Director | |||
Second Amendment Signature Page
| LENDER: Deutsche Bank Trust Company Americas | ||||
| By: | /s/ Mary Kay Coyle | |||
| Name: | Mary Kay Coyle | |||
| Title: | Managing Director | |||
| By: | /s/ Robert M. Wood, Jr. | |||
| Name: | Robert M. Wood, Jr. | |||
| Title: | Director | |||
Second Amendment Signature Page
| LENDER: UBS Loan Finance LLC | ||||
| By: | /s/ Irja R. Otsa | |||
| Name: | Irja R. Otsa | |||
| Title: | Associate Director Banking Products Services, US | |||
| By: | /s/ Mary E. Evans | |||
| Name: | Mary E. Evans | |||
| Title: | Associate Director Banking Products Services, US | |||
Second Amendment Signature Page
| LENDER: JPMORGAN CHASE BANK, N.A. | ||||
| By: | /s/ Marc E. Costantino | |||
| Name: | Marc E. Costantino | |||
| Title: | Executive Director | |||
Second Amendment Signature Page
| LENDER: Bank of America, N.A. | ||||
| By: | /s/ Brian D. Corum | |||
| Name: | Brian D. Corum | |||
| Title: | Senior Vice President | |||
Second Amendment Signature Page
| LENDER: Credit Agricole Corporate and Investment Bank | ||||
| By: | /s/ David Bowers | |||
| Name: | David Bowers | |||
| Title: | Managing Director | |||
| By: | /s/ Joseph A. Asciolla | |||
| Name: | Joseph A. Asciolla | |||
| Title: | Managing Director | |||
Second Amendment Signature Page
| LENDER: Barclays Bank PLC | ||||
| By: | /s/ Craig J. Malloy | |||
| Name: | Craig J. Malloy | |||
| Title: | Director | |||
Second Amendment Signature Page
| LENDER: Capital One, N.A. | ||||
| By: | /s/ Ross Wales | |||
| Name: | Ross Wales | |||
| Title: | Senior Vice President | |||
Second Amendment Signature Page
Schedule 4.15 (a)
List of Subsidiaries (Unrestricted, Restricted and Immaterial)
| No. | ||||||||||||||
| Shares/Units | ||||||||||||||
| Owned by | ||||||||||||||
| Jurisdiction of | No. Shares/Units | Borrower or | ||||||||||||
| Organization, | Issued & | Subsidiary of | Type of | |||||||||||
| Name | Type of Entity | Outstanding | Borrower | Owner | Subsidiary1 | |||||||||
| ACE Gaming LLC (uncertificated) | New Jersey LLC | 100 | % | 100 | % | PNK Development 13, LLC | U | |||||||
| AREH MLK LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | Biloxi Casino Corp. | U | |||||||
| AREP Boardwalk Properties LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | Biloxi Casino Corp. | U | |||||||
| Belterra Resort Indiana, LLC (certificated, elected into UCC Article 8) | Nevada LLC | 970 Voting Units 30 Non-Voting Units | 1,000 Units | Pinnacle Entertainment, Inc. | R | |||||||||
| BILOXI CASINO CORP. | Mississippi corporation | 1,250 | 1,250 | Casino Magic Corp. | R | |||||||||
| Boomtown, LLC (certificated, elected into UCC Article 8) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| Brighton Park Maintenance Corp. | New Jersey corporation | 100 | 100 | ACE Gaming, LLC | U | |||||||||
| Casino Magic Corp. | Minnesota corporation | 35,000,000 | 35,000,000 | Pinnacle Entertainment, Inc. | R | |||||||||
| Casino Magic (Europe), BV (uncertificated) | Netherlands corporation | 40 | 40 | Casino Magic Corp. | U | |||||||||
| Casino Magic Hellas Management Services, SA (uncertificated) | Greece corporation | 10,000 | 9,999 | Casino Magic (Europe), BV | U | |||||||||
| Casino Magic Management Services Corp. | Minnesota corporation | 1,000 | 1,000 | Casino Magic Corp. | R, I | |||||||||
| 1 | “R” = Restricted; “U” = Unrestricted; “I” = Immaterial. |
| No. | ||||||||||||||
| Shares/Units | ||||||||||||||
| Owned by | ||||||||||||||
| Jurisdiction of | No. Shares/Units | Borrower or | ||||||||||||
| Organization, | Issued & | Subsidiary of | Type of | |||||||||||
| Name | Type of Entity | Outstanding | Borrower | Owner | Subsidiary1 | |||||||||
| Casino Magic Neuquen, SA (uncertificated) | Argentina | 3,917,000 | 3,917,000 | Casino Magic Corp. (3,799,490 shares) and Casino Magic Management Services Corp. (117,510 shares) | U | |||||||||
| Casino One Corporation | Mississippi corporation | 100 | 100 | Casino Magic Corp. | R | |||||||||
| Double Bogey, LLC (uncertificated) | Texas LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| Landing Condominium, LLC (uncertificated) | Missouri LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | U | |||||||
| Louisiana-I Gaming, a Louisiana Partnership in Commendam (uncertificated) | Louisiana partnership in Commendam | — | — | Boomtown, LLC (5% General Partnership Interest and 90% Limited Partnership Interest) Pinnacle Entertainment, Inc. (5% Limited Partnership Interest) | R | |||||||||
| Mitre Associates LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | PNK Development 13, LLC | U | |||||||
| OGLE HAUS, LLC (uncertificated) | Indiana LLC | 100 | % | 100 | % | Belterra Resort Indiana, LLC | R | |||||||
| Pinnacle Design & Construction, LLC (uncertificated) | Nevada LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK (Baton Rouge) Partnership (uncertificated) | Louisiana partnership | 100 | % | 100 | % | PNK Development 8, LLC (1%) PNK Development 9, LLC (99%) | R | |||||||
| PNK (BOSSIER CITY), Inc. | Louisiana corporation | 100 | 100 | Casino Magic Corp. | R | |||||||||
| PNK (CHILE 1), LLC (certificated, did not elect into UCC Article 8) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| No. | ||||||||||||||
| Shares/Units | ||||||||||||||
| Owned by | ||||||||||||||
| Jurisdiction of | No. Shares/Units | Borrower or | ||||||||||||
| Organization, | Issued & | Subsidiary of | Type of | |||||||||||
| Name | Type of Entity | Outstanding | Borrower | Owner | Subsidiary1 | |||||||||
| PNK (CHILE 2), LLC (certificated, did not elect into UCC Article 8) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| PNK Development 1, Inc. | Delaware corporation | 1,000 | 1,000 | Pinnacle Entertainment, Inc. | U | |||||||||
| PNK Development 2, Inc. | Delaware corporation | 1,000 | 1,000 | Pinnacle Entertainment, Inc. | U | |||||||||
| PNK Development 3, Inc. | Delaware corporation | 1,000 | 1,000 | Pinnacle Entertainment, Inc. | U | |||||||||
| PNK Development 4, Inc. | Delaware corporation | 1,000 | 1,000 | Pinnacle Entertainment, Inc. | R, I | |||||||||
| PNK Development 5, Inc. | Delaware corporation | 1,000 | 1,000 | Pinnacle Entertainment, Inc. | R, I | |||||||||
| PNK Development 6, Inc. | Delaware corporation | 1,000 | 1,000 | Pinnacle Entertainment, Inc. | R, I | |||||||||
| PNK Development 7, LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| PNK Development 8, LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| PNK Development 9, LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| PNK Development 10, LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | U | |||||||
| PNK Development 11, LLC (uncertificated) | Nevada LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | U | |||||||
| PNK Development 12, LLC (uncertificated) | Nevada LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK Development 13, LLC (uncertificated) | New Jersey LLC | 100 | % | 100 | % | Biloxi Casino Corp. | U | |||||||
| PNK Development 15, LLC (uncertificated) | Pennsylvania LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| No. | ||||||||||||||
| Shares/Units | ||||||||||||||
| Owned by | ||||||||||||||
| Jurisdiction of | No. Shares/Units | Borrower or | ||||||||||||
| Organization, | Issued & | Subsidiary of | Type of | |||||||||||
| Name | Type of Entity | Outstanding | Borrower | Owner | Subsidiary1 | |||||||||
| PNK Development 16, LLC (uncertificated) | Indiana LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK Development 17, LLC (uncertificated) | Nevada LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | U | |||||||
| PNK Development 18, LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | PNK Development 11, LLC | U | |||||||
| PNK Development 19, LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK Development 20, LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK Development 21, LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK Development 22, LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK Development 23, LLC (uncertificated) | Nevada LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK Development 24, LLC (uncertificated) | Nevada LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK Development 25, LLC (uncertificated) | Nevada LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK Development 26, LLC (uncertificated) | Nevada LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK Development 27, LLC (uncertificated) | Nevada LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R, I | |||||||
| PNK Development 28, LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | PNK Development 11, LLC | U | |||||||
| PNK (ES), LLC (certificated, did not elect into UCC Article 8) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| PNK (EXUMA), LIMITED (certificated, did not elect into UCC Article 8) | Bahamas corporation | 5,000 | 4,999 | Pinnacle Entertainment, Inc. | U | |||||||||
| No. | ||||||||||||||
| Shares/Units | ||||||||||||||
| Owned by | ||||||||||||||
| Jurisdiction of | No. Shares/Units | Borrower or | ||||||||||||
| Organization, | Issued & | Subsidiary of | Type of | |||||||||||
| Name | Type of Entity | Outstanding | Borrower | Owner | Subsidiary1 | |||||||||
| PNK (Kansas), LLC (uncertificated) | Kansas LLC | 100 | % | 100 | % | PNK Development 17, LLC | U | |||||||
| PNK (LAKE CHARLES), L.L.C. (uncertificated) | Louisiana LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| PNK (Reno), LLC (certificated, elected into UCC Article 8) | Nevada LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| PNK (River City), LLC (uncertificated) | Missouri LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| PNK (SCB), L.L.C. | Louisiana LLC | 100 | % | 100 | % | PNK Development 7, LLC | R | |||||||
| PNK Scholarship Trust | Nevada Trust | 100 | % | 100 | % | A Scholarship Trust established by Pinnacle Entertainment, Inc. | N/A | |||||||
| PNK (ST. LOUIS RE), LLC (certificated, did not elect into UCC Article 8) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| PNK (STLH), LLC (certificated, did not elect into UCC Article 8) | Delaware LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
| Port St. Louis Condominium, LLC (uncertificated) | Missouri LLC | 100 | % | 50 | % | Landing Condominium, LLC | U | |||||||
| President Riverboat Casino-Missouri, Inc. | Missouri corporation | 1,000 | 1,000 | Pinnacle Entertainment, Inc. | R | |||||||||
| PSW Properties LLC (uncertificated) | Delaware LLC | 100 | % | 100 | % | Biloxi Casino Corp. | U | |||||||
| Realty Investment Group, Inc. | Delaware corporation | 1,000 | 1,000 | Pinnacle Entertainment, Inc. | U | |||||||||
| Riverside Community Improvement District, Inc. | Missouri non-profit corporation | — | — | Non-Profit Corporation formed by Pinnacle Entertainment, Inc. | N/A | |||||||||
| St. Louis Casino Corp. | Missouri corporation | 1,000 | 1,000 | Casino Magic Corp. | R | |||||||||
| Yankton Investments, LLC | Nevada LLC | 100 | % | 100 | % | Pinnacle Entertainment, Inc. | R | |||||||
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.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered this CONSENT OF GUARANTORS as of the 28 day of October, 2010.
| BILOXI CASINO CORP., a Mississippi corporation | ||||||||||||
| CASINO MAGIC CORP., a Minnesota corporation | ||||||||||||
| ST. LOUIS CASINO CORP., a Missouri corporation | ||||||||||||
| By: | /s/ Stephen H. Capp | |||||||||||
| Name: | Stephen H. Capp | |||||||||||
| Title: | Chief Financial Officer | |||||||||||
| CASINO ONE CORPORATION, | ||||||||||||
| a Mississippi corporation | ||||||||||||
| PNK (BOSSIER CITY), INC., a Louisiana corporation | ||||||||||||
| By: | /s/ Stephen H. Capp | |||||||||||
| Name: | Stephen H. Capp | |||||||||||
| Title: | Treasurer | |||||||||||
| BELTERRA RESORT INDIANA, LLC, a Nevada limited | ||||||||||||
| liability company | ||||||||||||
| By: | Pinnacle Entertainment, Inc., its sole member | |||||||||||
| By: | /s/ Stephen H. Capp | |||||||||||
| 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: | /s/ Stephen H. Capp | |||||||||||
| Name: | Stephen H. Capp | |||||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||||||
Consent of Guarantors to Second Amendment
| PNK (ES), LLC, a Delaware limited liability company | ||||||||||||
| By: | Pinnacle Entertainment, Inc., its sole member | |||||||||||
| By: | /s/ Stephen H. Capp | |||||||||||
| 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: | /s/ Stephen H. Capp | |||||||||||
| Name: | Stephen H. Capp | |||||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||||||
| PNK (CHILE 1), LLC, a Delaware limited liability company | ||||||||||||
| By: | Pinnacle Entertainment, Inc, its sole member | |||||||||||
| By: | /s/ Stephen H. Capp | |||||||||||
| 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: | /s/ Stephen H. Capp | |||||||||||
| Name: | Stephen H. Capp | |||||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||||||
| YANKTON INVESTMENTS, LLC, a Nevada limited liability company | ||||||||||||
| By: | /s/ John A. Godfrey | |||||||||||
| Name: | John A. Godfrey | |||||||||||
| Title: | Manager | |||||||||||
Consent of Guarantors to Second Amendment
| OGLE HAUS, LLC, an Indiana limited liability company | ||||||||||||||
| By: | Belterra Resort Indiana, LLC, its sole member | |||||||||||||
| By: | Pinnacle Entertainment, Inc., its sole member | |||||||||||||
| By: | /s/ Stephen H. Capp | |||||||||||||
| 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: | /s/ Stephen H. Capp | |||||||||||||
| 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: | /s/ Stephen H. Capp | |||||||||||||
| Name: | Stephen H. Capp | |||||||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||||||||
| LOUISIANA-I GAMING, a Louisiana partnership in Commendam | ||||||||||||||
| By: | Boomtown, LLC, its general partner | |||||||||||||
| By: | Pinnacle Entertainment, Inc., its sole member | |||||||||||||
| By: | /s/ Stephen H. Capp | |||||||||||||
| Name: | Stephen H. Capp | |||||||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||||||||
Consent of Guarantors to Second Amendment
| PNK (BATON ROUGE) PARTNERSHIP, a Louisiana partnership | |||||||||||||||||||||
| By: | PNK Development 8, LLC, its Managing Partner | ||||||||||||||||||||
| By: | Pinnacle Entertainment, Inc., its sole member | ||||||||||||||||||||
| By: | /s/ Stephen H. Capp | ||||||||||||||||||||
| 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: | /s/ Stephen H. Capp | ||||||||||||||||||||
| 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: | /s/ Stephen H. Capp | ||||||||||||||||||||
| Name: | Stephen H. Capp | ||||||||||||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||||||||||||
| PNK Development 9, LLC, a Delaware limited liability company | |||||||||||||||||||||
| By: | Pinnacle Entertainment, Inc., its sole member | ||||||||||||||||||||
| By: | /s/ Stephen H. Capp | ||||||||||||||||||||
| Name: | Stephen H. Capp | ||||||||||||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||||||||||||
Consent of Guarantors to Second Amendment
| PNK (SCB), L.L.C., a Louisiana limited liability company | ||||||||||||
| By: | PNK Development 7, LLC, its sole member | |||||||||||
| By: | Pinnacle Entertainment, Inc., its sole member | |||||||||||
| By: | /s/ Stephen H. Capp | |||||||||||
| 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: | /s/ Stephen H. Capp | |||||||||
| Name: | Stephen H. Capp | |||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||||
| President Riverboat Casino-Missouri, Inc., a Missouri corporation | ||||||||||
| By: | /s/ Stephen H. Capp | |||||||||
| Name: | Stephen H. Capp | |||||||||
| Title: | Chief Financial Officer | |||||||||
| PNK (River City), LLC, a Missouri limited liability company | ||||||||||
| By: | Pinnacle Entertainment, Inc., its sole member | |||||||||
| By: | /s/ Stephen H. Capp | |||||||||
| Name: | Stephen H. Capp | |||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||||
Consent of Guarantors to Second Amendment