AMENDMENT, RESIGNATION, WAIVER, CONSENT AND APPOINTMENT AGREEMENT

Exhibit 10.2

AMENDMENT, RESIGNATION, WAIVER, CONSENT
AND APPOINTMENT AGREEMENT

This Amendment, Resignation, Waiver, Consent and Appointment Agreement (this “ Agreement ”) is entered into as of July 24, 2009, by and among Lehman Commercial Paper Inc. (“ Lehman ”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (defined below) acting alone or through one or more of its branches as the Administrative Agent (in such capacities, the “ Existing Agent ”) under that certain Credit Agreement (as defined below), the Successor Agent (as defined below) and Pinnacle Entertainment, Inc. (the “ Borrower ”). Defined terms in the Credit Agreement have the same meanings where used herein, unless otherwise defined.

RECITALS

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

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

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

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

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

1. Agency Resignation, Waiver, Consent and Appointment .

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

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

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

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

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

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

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

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

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

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

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

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

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

“ Issuing Lender ”: any Revolving Credit Lender from time to time designated by the Borrower as an Issuing Lender with the consent of such Revolving Credit Lender and notice to the Administrative Agent, subject to Section 9.9(c) hereof, as applicable.

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

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

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

(g) the following definition is added:

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

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

“9.9 Successor Administrative Agent and Successor Swing Line Lender .

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

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

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

3. Address for Notices .

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

Barclays Bank PLC
200 Park Avenue
New York, NY 10166
Attention: Craig Malloy
Telecopy: (646) 758-4617
Telephone: (212) 526-7150

with a copy to:

Barclays Capital Services LLC
200 Cedar Knolls Road
Whippany, NJ 07981
Attention: May Wong
Facsimile: (973) 576-3014
Telephone: (973) 576-3251

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

4. Representations and Warranties .

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

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

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

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

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

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

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

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

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

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

6. Further Assurances .

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

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

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

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

(e) The Borrower agrees to provide to the Successor Agent reasonably promptly after the Effective Date with the liability insurance and property insurance policies of the Borrower and its Subsidiaries (or with excerpts therefrom) and with customary endorsements naming the Successor Agent as additional insured and lender loss payee, as the case may be, in each case as may be reasonably requested by the Successor Agent.

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

8. Return of Payments .

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

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

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

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

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

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

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

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

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

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

[Signature page follows]

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

AMENDMENT, RESIGNATION, WAIVER, CONSENT
AND APPOINTMENT AGREEMENT

AMENDMENT, RESIGNATION, WAIVER, CONSENT
AND APPOINTMENT AGREEMENT

AMENDMENT, RESIGNATION, WAIVER, CONSENT
AND APPOINTMENT AGREEMENT

Schedule 1

Expenses

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

Wire Transfer Information for the Payoff Amount:

Schedule 2

Stock Certificates and Stock Powers

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

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

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

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

5. Stock Certificate No. 1 and Stock Power of HP/Compton, Inc., issued to Hollywood Park, Inc. in the amount of 1,000 shares.

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Filings Related to the Collateral

Trademark Collateral Assignment

Security Agreement

Deeds of Trust and Mortgages

Belterra

8500 Alabama

Embassy Suites, 901 and 925 N. First St.