FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 c88146exv10w1.htm EXHIBIT 10.1 Exhibit 10.1

Exhibit 10.1

FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 21, 2009, is made by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), LEHMAN COMMERCIAL PAPER INC., 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 Second Amended and Restated Credit Agreement dated as of December 14, 2005 (as amended by that First Amendment to the Second Amended and Restated Credit Agreement, dated as of December 22, 2005, that Second Amendment to the Second Amended and Restated Credit Agreement, dated as of October 11, 2006, and that Third Amendment to the Second Amended and Restated Credit Agreement, dated as of November 17, 2006, as so 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;

Whereas, the Borrower has requested certain amendments to the Credit Agreement, and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth;

Whereas, subject to the terms and conditions set forth herein and in the Agency Transfer Agreement (as defined below), the Administrative Agent desires to resign as Administrative Agent under the Credit Agreement and the other Loan Documents; and

Whereas, subject to the terms and conditions set forth herein and in the Agency Transfer Agreement, the Required Lenders desire to appoint Barclays Bank PLC as successor Administrative Agent under the Credit Agreement and the other Loan Documents.

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 Fourth Amendment Effective Date, as follows:

1.1 Amendment to Section 1.1. Section 1.1 of the Credit Agreement is amended by deleting the definitions of “Incremental Delayed Draw Loans” and “Revolving Credit Termination Date” in their entirety.

1.2 Amendment to Section 1.1. Section 1.1 of the Credit Agreement is amended by restating the following defined terms as follows:

(a) “Available Revolving Credit Commitment”: with respect to any Lender, at any time, an amount equal to the sum of its Available Extending Revolving Credit Commitments and its Available Non-Extending Revolving Credit Commitments.

(b) “Base Rate”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1% and (c) the sum of the Eurodollar Rate for such day assuming a one-month Interest Period and 1.00%. For purposes hereof: “Prime Rate” shall mean the prime lending rate as set forth on the British Banking Association Telerate Page 5 (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate (assuming a one-month Interest Period) shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate (assuming a one-month Interest Period), respectively.

(c) “Incremental Loans”: additional Loans or Additional Extensions of Credit made pursuant to credit facilities added pursuant to Section 2.8.

(d) “Incremental Revolving Credit Commitment”: as to any Lender, the obligation of such Lender, if any, to make Incremental Revolving Credit Loans, in an aggregate principal amount and/or face amount not to exceed the amount set forth in the New Lender Supplement or the Assignment and Acceptance delivered by such Lender, as the case may be, to the Administrative Agent and the Borrower. The aggregate amount of the Incremental Revolving Credit Commitments is $175,000,000 immediately prior to the Fourth Amendment Effective Date, as may be increased pursuant to the terms of Section 2.8(a).

(e) “Incremental Revolving Credit Loans”: Incremental Loans that are revolving loans.

(f) “Incremental Term Loans”: Incremental Loans that are term loans.

(g) “Indentures”: collectively, the Senior Subordinated Notes Indenture 2003, the Senior Subordinated Notes Indenture 2004, and any future indentures or other agreements governing any New Subordinated Obligations, any Permitted Senior Unsecured Indebtedness or any Permitted Refinancing Obligations.

(h) “Interest Period”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(b) any Interest Period that begins prior to the Non-Extending Revolving Credit Termination Date and would otherwise extend beyond the Non-Extending Revolving Credit Termination Date shall end on the Non-Extending Revolving Credit Termination Date;

(c) any Interest Period that would otherwise extend beyond the Extending Revolving Credit Termination Date shall end on the Extending Revolving Credit Termination Date;

(d) any Interest Period that would otherwise extend beyond the date final payment is due on the Term Loans or Delayed Draw Term Loans, as the case may be, shall end on such due date, as applicable; and

(e) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.

(i) “L/C Fee Payment Date”: the last day of each March, June, September and December and, in the case of Non-Extending Revolving Credit Commitments, the Non-Extending Revolving Credit Termination Date, and, in the case of Extending Revolving Credit Commitments, the Extending Revolving Credit Termination Date.

(j) “Lenders”: collectively, the Term Loan Lenders, the Delayed Draw Term Loan Lenders and the Revolving Credit Lenders.

(k) “New Subordinated Obligations”: unsecured subordinated Indebtedness of the Borrower that (a) does not have any scheduled principal payment, mandatory principal prepayment or sinking fund payment due prior to the date that is (i) with respect to New Subordinated Obligations incurred prior to the Fourth Amendment Effective Date, six months following the Term Loan Maturity Date and Delayed Draw Term Loan Maturity Date and (ii) with respect to New Subordinated Obligations incurred on or after the Fourth Amendment Effective Date, six months following the latest of the Term Loan Maturity Date, Delayed Draw Term Loan Maturity Date and Extending Revolving Credit Termination Date, (b) is not secured by any Lien on the Property of Borrower or any of its Subsidiaries, and (c) is otherwise on terms (except for pricing) which are (i) in the aggregate not more favorable to the holders of such Indebtedness than those contained in the Existing Subordinated Obligations as in effect on the date hereof in any manner which is detrimental to the Agents or the Lenders or substantially identical thereto (in each case, as determined by the Administrative Agent in its discretion) or (ii) otherwise approved by the Required Lenders; provided, however, for purposes of this clause (c) Borrower shall be permitted to incur convertible subordinated debt on terms reasonably acceptable to the Administrative Agent and otherwise in compliance with clauses (a) and (b) above.

(l) “Permitted Refinancing Obligations”: unsecured Indebtedness of the Borrower that (a) does not have any scheduled principal payment, mandatory principal prepayment or sinking fund payment due prior to the date that is (i) with respect to Permitted Refinancing Obligations incurred prior to the Fourth Amendment Effective Date, six months following the Term Loan Maturity Date and Delayed Draw Term Loan Maturity Date and (ii) with respect to Permitted Refinancing Obligations incurred on or after the Fourth Amendment Effective Date, six months following the latest of the Term Loan Maturity Date, Delayed Draw Term Loan Maturity Date and Extending Revolving Credit Termination Date; (b) is not secured by any Lien on the Property of Borrower or any of its Subsidiaries, and (c) is otherwise on terms (except for pricing) which are (i) not, in the aggregate, more favorable to the holders of such Indebtedness than those contained in the Existing Subordinated Obligations as in effect on the date hereof (except such Permitted Refinancing Obligations need not contain subordination provisions) in any manner which is detrimental to the Agents or the Lenders or substantially identical thereto (in each case, as determined by the Agent in its discretion) or (ii) otherwise approved by the Lenders who will represent Required Lenders after giving effect to the application of any proceeds of Permitted Refinancing Obligations to prepay Term Loans and Delayed Draw Term Loans (or if all Term Loans and Delayed Draw Term Loans have been repaid, to prepay Permitted Refinancing Obligations), or Revolving Credit Loans.

(m) “Revolving Credit Commitment”: as to any Lender, its Non-Extending Revolving Credit Commitment and its Extending Revolving Credit Commitment.

(n) “Revolving Credit Commitment Period”: the period from and including (a) in the case of Non-Extending Revolving Credit Commitments, the Effective Date to the Non-Extending Revolving Credit Termination Date and (b) in the case of Extending Revolving Credit Commitments, the effective date of such commitment as set forth in the Extending Revolving Credit Commitment Agreement executed by such Lender executing same to the Extending Revolving Credit Termination Date.

(o) “Revolving Credit Lender”: each Lender (including Incremental Revolving Credit Lenders) that has a Revolving Credit Commitment or that is the holder of Revolving Credit Loans.

(p) “Revolving Credit Loans”: Non-Extending Revolving Credit Loans and Extending Revolving Credit Loans, collectively.

(q) “Revolving Credit Percentage”: as to any Revolving Credit Lender at any time, the percentage which such Lender’s Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after any Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Revolving Extensions of Credit then outstanding constitutes of the amount of the Total Revolving Extensions of Credit then outstanding); provided, however, for purposes of the payment of the Applicable Margin or the payment of any fees hereunder, then, if there is a difference in the amount of the Applicable Margin or the amount of such fees based on whether a Lender is a Non-Extending Revolving Credit Lender or an Extending Revolving Credit Lender, “Revolving Credit Percentage” shall refer to the Non-Extending Revolving Credit Percentage, which shall be applied to such Applicable Margin or payment of fees applicable to Non-Extending Revolving Credit Commitments, and to the Extending Revolving Credit Percentage, which shall be applied to the Applicable Margin or payment of fees applicable to Extending Revolving Credit Commitments.

(r) “Revolving Extensions of Credit”: as to any Lender, the sum of such Lender’s Non-Extending Revolving Extensions of Credit and such Lender’s Extending Revolving Extensions of Credit.

(s) “Specified Change of Control”: a “Change of Control”, or like event, as defined in any of the Indentures or other document entered into by the Borrower or any Restricted Subsidiary with respect to any New Subordinated Obligations, Permitted Refinancing Obligations or Permitted Senior Unsecured Indebtedness.

(t) “Total Revolving Credit Commitments”: at any time, the Total Extending Revolving Credit Commitments and the Total Non-Extending Revolving Credit Commitments, in each case then in effect.

(u) “Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Extending Revolving Extensions of Credit and the aggregate amount of Non-Extending Revolving Extensions of Credit, in each case outstanding at such time.

1.3 Amendment to Section 1.1. Section 1.1 of the Credit Agreement is amended by adding the following defined terms in the appropriate alphabetical order:

(a) “Aggregate Extending Percentage”: shall mean, at any time, the percentage obtained by dividing the Total Extending Revolving Credit Commitments by the Total Revolving Credit Commitments.

(b) “Aggregate Non-Extending Percentage”: shall mean, at any time, the percentage obtained by dividing the Total Non-Extending Revolving Credit Commitments by the Total Revolving Credit Commitments.

(d) “Available Extending Revolving Credit Commitment”: with respect to any Extending Revolving Credit Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Extending Revolving Credit Commitment then in effect over (b) such Lender’s Extending Revolving Extensions of Credit then outstanding; provided, that in calculating any Extending Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Extending Revolving Credit Commitment pursuant to Section 2.10(a), the aggregate principal amount of Swing Line Loans then outstanding shall be deemed to be zero.

(e) “Available Non-Extending Revolving Credit Commitment”: with respect to any Non-Extending Revolving Credit Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Non-Extending Revolving Credit Commitment then in effect over (b) such Lender’s Non-Extending Revolving Extensions of Credit then outstanding; provided, that in calculating any Non-Extending Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Non-Extending Revolving Credit Commitment pursuant to Section 2.10(a), the aggregate principal amount of Swing Line Loans then outstanding shall be deemed to be zero.

(f) “Back-Stop Arrangements”: collectively, the Letter of Credit Back-Stop Arrangements and the Swing Line Back-Stop Arrangements.

(g) “Defaulting Lender”: any Lender with respect to which a Lender Default is in effect.

(h) “Extending L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Extending Letters of Credit and (b) the aggregate amount of drawings under Extending Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

(i) “Extending Letter of Credit”: as defined in Section 3.4(a).

(j) “Extending Revolving Credit Commitment”: as to any Lender, the obligation of such Lender, if any, to make Extending Revolving Credit Loans and participate in Swing Line Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed (other than as agreed by such Lender pursuant to the express terms hereof) the amount set forth under the heading “Extending Revolving Credit Commitment” opposite such Lender’s name in the Extending Revolving Credit Commitment Agreement, in the Assignment and Acceptance pursuant to which such Lender became a party hereto or in the New Lender Supplement pursuant to which such Lender became a party hereto, in each case as the same may be changed from time to time pursuant to the terms hereof. On the Fourth Amendment Effective Date, the amount of Extending Revolving Credit Commitments is $0.

(k) “Extending Revolving Credit Commitment Agreement”: an agreement substantially in the form of Exhibit M.

(l) “Extending Revolving Credit Lender”: any Revolving Credit Lender that has an Extending Revolving Credit Commitment.

(m) “Extending Revolving Credit Loans”: collectively, as described in Section 2.4(b) (including any Incremental Revolving Credit Loans made by Lenders holding Extending Revolving Credit Commitments).

(n) “Extending Revolving Credit Note”: as defined in Section 2.9(e).

(o) “Extending Revolving Credit Percentage”: as to any Extending Revolving Credit Lender, at any time, the percentage which such Lender’s Extending Revolving Credit Commitment then constitutes of the Total Extending Revolving Credit Commitments (or, at any time after the Extending Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Extending Revolving Extensions of Credit then constitutes of the Total Extending Revolving Extensions of Credit then outstanding).

(p) “Extending Revolving Credit Termination Date”: as set forth in the initial Extending Revolving Credit Commitment Agreement (or such earlier date on which the Loans become due and payable pursuant to Section 8).

(q) “Extending Revolving Extensions of Credit”: as to any Extending Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Extending Revolving Credit Loans made by such Lender then outstanding, (b) such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding (exclusive of Extending L/C Obligations then outstanding), (c) such Lender’s Extending Revolving Credit Percentage of all Extending L/C Obligations then outstanding and (d) such Lender’s Revolving Credit Percentage of the aggregate principal amount of Swing Line Loans then outstanding.

(r) “Fourth Amendment”: that certain Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of the Fourth Amendment Effective Date, between Borrower, the Administrative Agent and the Required Lenders.

(s) “Fourth Amendment Effective Date”: July 21, 2009.

(t) “Incremental Delayed Draw Term Loans”: Incremental Loans that are delayed draw term loans.

(u) “Lender Default” shall mean, as to any Lender, (i) the failure of such Lender to (x) make available its portion of any Term Loans, Delayed Draw Term Loans or Revolving Credit Loans required to be funded by it hereunder within one (1) Business Day of the date required therefor, unless the subject of a good faith dispute the substance of which such Lender notifies Borrower and the Administrative Agent, or (y) fund any portion of its participations in Swing Line Loans or participations in Letters of Credit, (ii) such Lender having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority or (iii) such Lender having notified the Administrative Agent, the Swing Line Lender, any Issuing Lender and/or any Loan Party, or having made a public statement to the effect, that it does not intend to comply with any of its funding obligations generally under agreements in which such Lender has committed to extend credit; provided that, the term “Lender Default” shall also include, as to any Lender, (1) any Affiliate of such Lender that has “control” (within the meaning provided in the definition of “Affiliate”) of such Lender having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority and (2) any previously cured “Lender Default” of such Lender under this Agreement, unless such Lender Default has ceased to exist for a period of at least 90 consecutive days.

(v) “Letter of Credit Back-Stop Arrangements”: as defined in Section 3.9.

(w) “Non-Extending Revolving Credit Commitment”: as to any Lender, the obligation of such Lender, if any, to make Non-Extending Revolving Credit Loans and participate in Swing Line Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Credit Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, under the heading “Revolving Credit Commitment” (prior to the Fourth Amendment Effective Date) or under the heading “Non-Extending Revolving Credit Commitment” (on or after the Fourth Amendment Effective Date) in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. On the Fourth Amendment Effective Date, all Revolving Credit Commitments are Non-Extending Revolving Credit Commitments.

(x) “Non-Extending Revolving Credit Lender”: any Revolving Credit Lender that has a Non-Extending Revolving Credit Commitment.

(y) “Non-Extending Revolving Credit Loans”: collectively, as described in Section 2.4(a). On the Fourth Amendment Effective Date, all Revolving Credit Loans are Non-Extending Revolving Credit Loans.

(z) “Non-Extending Revolving Credit Note”: as defined in Section 2.9(e).

(aa) “Non-Extending Revolving Credit Percentage”: as to any Non-Extending Revolving Credit Lender, at any time, the percentage which such Lender’s Non-Extending Revolving Credit Commitment then constitutes of the Total Non-Extending Revolving Credit Commitments (or, at any time after, the Non-Extending Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Non-Extending Revolving Extensions of Credit then outstanding constitutes of the Total Non-Extending Revolving Extensions of Credit then outstanding).

(bb) “Non-Extending Revolving Credit Termination Date”: the fifth anniversary of the Effective Date (or such earlier date on which the Loans become due and payable pursuant to Section 8).

(cc) “Non-Extending Revolving Extensions of Credit”: as to any Non-Extending Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Non-Extending Revolving Credit Loans made by such Lender then outstanding, (b) such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding (exclusive of Extending L/C Obligations then outstanding) and (c) such Lender’s Revolving Credit Percentage of the aggregate principal amount of Swing Line Loans then outstanding.

(dd) “Payment Amount”: as defined in Section 3.5.

(ee) “Permitted Senior Unsecured Indebtedness” shall mean unsecured Indebtedness of the Borrower in respect of debt securities (i) that does not have any scheduled principal payment, mandatory principal prepayment, sinking fund payment or similar provision (including the rights on the part of any holder to require the redemption or repurchase of any such Indebtedness), in each case that could require any payment of or on account of principal in respect thereof until the date that is six months following the latest of the Term Loan Maturity Date, Delayed Draw Term Loan Maturity Date and Extending Revolving Credit Termination Date (other than pursuant to change of control or asset sale provisions customary for debt securities issued by issuers with credit ratings comparable to that of the Borrower), (ii) that is not secured by any Lien on the Property of Borrower or any of its Subsidiaries, (iii) that ranks pari passu with the Loans and Commitments hereunder and does not constitute Subordinated Obligations, (iv) that contains covenants, events of default and credit support that is reasonably customary for similar offerings by issuers with credit ratings comparable to that of the issuer of such debt and (v) the terms of such Indebtedness are otherwise reasonably satisfactory to the Administrative Agent.

(ff) “Stated Amount”: at any time, the maximum amount available to be drawn under a Letter of Credit (in each case determined without regard to whether any conditions to drawing could then be met).

(gg) “Swing Line Back-Stop Arrangements”: as defined in Section 2.7.

(hh) “Total Extending Revolving Credit Commitments”: at any time, the aggregate amount of Extending Revolving Credit Commitments then in effect.

(ii) “Total Non-Extending Revolving Credit Commitments”: at any time, the aggregate amount of Non-Extending Revolving Credit Commitments then in effect.

1.4 Amendment to Section 2.4. Section 2.4 of the Credit Agreement is restated in its entirety as follows:

“2.4 Revolving Credit Commitments.

(a) Subject to the terms and conditions hereof, each Non-Extending Revolving Credit Lender severally agrees to make revolving credit loans (“Non-Extending Revolving Credit Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding for such Non-Extending Revolving Credit Lender which, when added to the product of (x) such Lender’s Non-Extending Revolving Credit Percentage and (y) the sum of (I) the Aggregate Non-Extending Percentage of the aggregate amount of all L/C Obligations then outstanding (exclusive of (A) Extending L/C Obligations then outstanding and (B) Payment Amounts which are repaid with the proceeds of, and simultaneously with, the incurrence of, the respective incurrence of Revolving Credit Loans) and (II) the Aggregate Non-Extending Percentage of the aggregate principal amount of the Swing Line Loans then outstanding (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Credit Loans), does not exceed the amount of such Lender’s Non-Extending Revolving Credit Commitment.

(b) Subject to the terms and conditions hereof, each Extending Revolving Credit Lender severally agrees to make revolving credit loans (“Extending Revolving Credit Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding for such Extending Revolving Credit Lender which, when added to the product of (x) such Lender’s Extending Revolving Credit Percentage and (y) the sum of (I) the Aggregate Extending Percentage of the aggregate amount of all L/C Obligations then outstanding (exclusive of (A) Extending L/C Obligations then outstanding and (B) Payment Amounts which are repaid with the proceeds of, and simultaneously with, the incurrence of, the respective incurrence of Revolving Credit Loans), (II) the aggregate amount of all Extending L/C Obligations then outstanding (exclusive of Payment Amounts which are repaid with the proceeds of, and simultaneously with, the incurrence of, the respective incurrence of Revolving Credit Loans) and (III) the Aggregate Extending Percentage of the aggregate principal amount of the Swing Line Loans then outstanding (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Credit Loans), does not exceed the amount of such Lender’s Extending Revolving Credit Commitment.

(c) During the Revolving Credit Commitment Period, the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.14, provided that (i) no Non-Extending Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Non-Extending Revolving Credit Termination Date and (ii) no Extending Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Extending Revolving Credit Termination Date. The Borrower shall repay (i) all outstanding Non-Extending Revolving Credit Loans on the Non-Extending Revolving Credit Termination Date and (ii) all outstanding Extending Revolving Credit Loans on the Extending Revolving Credit Termination Date.

(d) Except as provided in Section 2.26(d), each borrowing by the Borrower hereunder of Revolving Credit Loans shall be made pro rata according to the Revolving Credit Percentages of the Revolving Credit Lenders.”

1.5 Amendment to Section 2.5. Section 2.5 of the Credit Agreement is restated in its entirety as follows:

“2.5 Procedure for Revolving Credit Borrowing. The Borrower may borrow under the Revolving Credit Commitments on any Business Day during the Revolving Credit Commitment Period, provided that the Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans). Any Revolving Credit Loans made on the Effective Date shall initially be Base Rate Loans. Each borrowing of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the Swing Line Lender may request, on behalf of the Borrower, borrowings of Base Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. In the case of Non-Extending Revolving Credit Loans, each Non-Extending Revolving Credit Lender will make its Non-Extending Revolving Credit Percentage of the amount of each borrowing of Non-Extending Revolving Credit Loans available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. In the case of Extending Revolving Credit Loans, each Extending Revolving Credit Lender will make its Extending Revolving Credit Percentage of the amount of each borrowing of Extending Revolving Credit Loans available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Each borrowing referred to above will then be made available to the Borrower by the Administrative Agent in like funds as received by the Administrative Agent.”

1.6 Amendment to Section 2.6. Section 2.6 of the Credit Agreement is restated in its entirety as follows:

“2.6 Swing Line Commitment. Subject to the terms and conditions hereof, the Swing Line Lender agrees that, during the Revolving Credit Commitment Period, it will make available to the Borrower in the form of swing line loans (“Swing Line Loans”) a portion of the credit otherwise available to the Borrower under the Revolving Credit Commitments; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect) and (ii) the Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only. The Borrower shall repay all outstanding Swing Line Loans on the Non-Extending Revolving Credit Termination Date and on the Extending Revolving Credit Termination Date.”

1.7 Amendment to Section 2.7. Section 2.7 of the Credit Agreement is amended by adding the following section (f) to the end of Section 2.7:

“(f) The Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when (i) a Lender Default exists or (ii) if the Swing Line Lender, in its reasonable discretion, determines that there may be a risk of one or more Revolving Credit Lenders becoming a Defaulting Lender, unless, in either case, the Swing Line Lender has entered into arrangements satisfactory to it to eliminate the Swing Line Lender’s risk with respect to the relevant Lender(s), including by cash collateralizing such Lender’s Revolving Credit Percentage of the outstanding Swing Line Loans (such arrangements, the “Swing Line Back-Stop Arrangements”).”

1.8 Amendment to Section 2.8(a). Section 2.8(a) of the Credit Agreement is restated in its entirety as follows:

“(a) Borrower may at any time by notice to Administrative Agent, request that, subject to the following conditions and otherwise in accordance with this Agreement, Lenders and/or New Lenders, provide Incremental Loans, which Incremental Loans may be provided as Incremental Term Loans, Incremental Delayed Draw Term Loans or Incremental Revolving Credit Loans, including Extending Revolving Credit Commitments, provided that after giving effect to the increase in this Section 2.8(a), the sum of (x) the aggregate amount of Revolving Credit Commitments plus (y) the principal amount of Term Loans plus (z) the principal amount of funded and unfunded Delayed Draw Term Loans does not exceed $625,000,000; provided, that (i) no Default or Event of Default shall have occurred and be continuing or result from such Incremental Loans or Incremental Revolving Credit Commitments, (ii) the terms of the Incremental Loans and Incremental Revolving Credit Commitments are in compliance with Section 2.8(c) below, (iii) the Borrower shall have received all approvals from all applicable Gaming Boards necessary or, in the discretion of the Administrative Agent, advisable in connection with such Incremental Loans and Incremental Revolving Credit Commitments; (iv) the Borrower shall have delivered to the Administrative Agent a legal opinion of each such special or local counsel as may be reasonably requested by the Administrative Agent; (v) the Borrower shall have delivered to the Administrative Agent title and extended coverage insurance for each real property Collateral covering the amount of the Incremental Loans and Incremental Revolving Credit Commitments containing such endorsements and affirmative coverage as the Administrative Agent may reasonably request; and (vi) Administrative Agent and Borrower shall execute conforming amendments to this Agreement and the other Loan Documents (collectively, the “Incremental Facility Amendments”) to reflect such Incremental Loans and Incremental Revolving Credit Commitments without the consent of any Lender, including, without limitation, to provide for the terms set forth in the Incremental Facility Activation Notice described below or Section 2.8(c).”

1.9 Amendment to Section 2.8(b). Section 2.8(b) of the Credit Agreement is restated in its entirety as follows:

“(b) Upon receipt of such notice and an officer’s certificate as to the satisfaction of the foregoing conditions, Administrative Agent shall use all commercially reasonable efforts to arrange for Lenders or New Lenders (or, in the case of Incremental Revolving Credit Commitments provided hereunder on or after the Fourth Amendment Effective Date, Extending Revolving Credit Lenders or New Lenders) to provide such Incremental Loans and Incremental Revolving Credit Commitments. Alternatively, any Lender may commit to provide the full amount of the requested Incremental Loans and then offer portions of such Incremental Loans to the other Lenders or other financial institutions, subject to the approval of Administrative Agent (or, in the case of Incremental Revolving Credit Commitments provided hereunder on or after the Fourth Amendment Effective Date, any Extending Revolving Credit Lenders or any New Lender may take the foregoing actions). Nothing contained in this paragraph or otherwise in this Agreement is intended or will be required to commit any Lender or any Agent to provide any portion of any such additional Incremental Loans.”

1.10 Amendment to Section 2.8(c). Section 2.8(c) of the Credit Agreement is restated in its entirety as follows:

(c) The Incremental Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans, the Term Loans and the Delayed Draw Term Loans, (b) shall not mature earlier than (i) with respect to Incremental Loans incurred prior to the Fourth Amendment Effective Date, the Term Loan Maturity Date and Delayed Draw Term Loan Maturity Date and (ii) with respect to Incremental Loans incurred on or after the Fourth Amendment Effective Date, the latest of the Term Loan Maturity Date, Delayed Draw Term Loan Maturity Date and Extending Revolving Credit Termination Date (but may, subject to clause (c) below, have amortization prior to such date), (c) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Term Loans or the Delayed Draw Term Loans, and (d) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Term Loans and the Delayed Draw Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that if the Applicable Margin relating to any Incremental Loan (other than with respect to Incremental Revolving Credit Commitments established on or after the Fourth Amendment Effective Date or any Extending Revolving Credit Loans made thereunder) (as adjusted for upfront fees payable to Lenders of the Incremental Loans and original issue discount) exceeds the Applicable Margin relating to the Term Loans and the Delayed Draw Term Loans immediately prior to the effectiveness of the Incremental Facility Amendments by more than 0.25%, the Applicable Margin relating to the Term Loans and the Delayed Draw Term Loans shall be adjusted to an amount equal to the Applicable Margin of the Incremental Loans (as such Applicable Margin is adjusted to reflect for upfront fees payable to the Lenders of the Incremental Loans and original issue discount) minus 0.25%.

1.11 Amendment to Section 2.8(e). Section 2.8(e) of the Credit Agreement is restated in its entirety as follows:

“(e) The Borrower and any one or more Lenders (including New Lenders) that agree to provide Incremental Loans shall execute and deliver to the Administrative Agent an Incremental Facility Activation Notice specifying, in compliance with Section 2.8(c): (i) the amount of the Incremental Loans and the Facility or Facilities involved, (ii) the applicable Incremental Loans closing date which shall be a Business Day, (iii) the Incremental Loans maturity date (which, in the case of Incremental Revolving Credit Commitments provided hereunder on or after the Fourth Amendment Effective Date, shall be the Extending Revolving Credit Termination Date), (iv) the amortization schedule for the Incremental Term Loans and Incremental Delayed Draw Term Loans, as applicable, and (v) the Applicable Margin for such Incremental Loans or Incremental Revolving Credit Commitments (which, in the case of Incremental Revolving Credit Commitments provided hereunder on or after the Fourth Amendment Effective Date, shall be the same as the Applicable Margin on the Extending Revolving Credit Commitments). Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.8(c) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon (i) such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement and (ii) the Incremental Term Loans shall be treated as “Term Loans” and the Incremental Delayed Draw Term Loans shall be treated as “Delayed Draw Term Loans,” and the “Incremental Revolving Credit Loans” shall be treated as “Non-Extending Revolving Credit Loans” or, with respect to Incremental Revolving Credit Commitments made on or after the Fourth Amendment Effective Date, “Extending Revolving Credit Loans” for all purposes of this Agreement, other than for purposes of the provisions of this Agreement specifically modified or addressed in the Incremental Facility Activation Notice.”

1.12 Amendment to Section 2.9(a). Section 2.9(a) of the Credit Agreement is restated in its entirety as follows:

“(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Non-Extending Revolving Credit Lender, Extending Revolving Credit Lender, Swing Line Lender, Term Loan Lender or Delayed Draw Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Non-Extending Revolving Credit Loan on the Non-Extending Revolving Credit Termination Date, (ii) the then unpaid principal amount of each Extending Revolving Credit Loan on the Extending Revolving Credit Termination Date, (iii) the then unpaid principal amount of each Swing Line Loan on the Non-Extending Revolving Credit Termination Date, (iv) the then unpaid principal amount of each Swing Line Loan on the Extending Revolving Credit Termination Date, (v) the principal amount of each Term Loan of such Term Loan Lender in installments according to the amortization schedule set forth in the Incremental Facility Activation Notice with respect to such Term Loan and (vi) the principal amount of each Delayed Draw Term Loan of such Delayed Draw Term Loan Lender in installments according to the amortization schedule set forth in the Incremental Facility Activation Notice with respect to such Delayed Draw Term Loan. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.16.”

1.13 Amendment to Section 2.9(e). Section 2.9(e) of the Credit Agreement is restated in its entirety as follows:

“(e) The Borrower agrees that, upon request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Term Loans, Delayed Draw Term Loans, Non-Extending Revolving Credit Loans, Swing Line Loans, or Extending Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit I-1, I-2, I-3, I-4 or I-5, respectively (a “Term Note”, “Delayed Draw Term Note”, “Non-Extending Revolving Credit Note”, “Swing Line Note” or “Extending Revolving Credit Note”, respectively), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the making of Loans on a Borrowing Date.”

1.14 Amendment to Section 2.10(a). Section 2.10(a) of the Credit Agreement is restated in its entirety as follows:

“(a) Revolving Credit Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee on the Non-Extending Revolving Credit Commitments and the Extending Revolving Credit Commitments for the respective applicable Revolving Credit Commitment Period, in each case computed at the Commitment Fee Rate applicable to the relevant Revolving Credit Commitment on the average daily amount of (i) in the case of Non-Extending Revolving Credit Commitments, the Available Non-Extending Revolving Credit Commitment of such Lender and (ii) in the case of Extending Revolving Credit Commitments, the Available Extending Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and, in the case of Non-Extending Revolving Credit Commitments, on the Non-Extending Revolving Credit Termination Date and in the case of Extending Revolving Credit Commitments, on the Extending Revolving Credit Termination Date, in each case commencing on the first of such dates to occur after the date hereof.”

1.15 Amendment to Section 2.11. Section 2.11 of the Credit Agreement is restated in its entirety as follows:

“2.11 Termination or Reduction of Commitments.

(a) The Borrower shall have the right, upon not less than five Business Days’ irrevocable notice delivered to the Administrative Agent (which notice shall specify the date and amount of such commitment reduction), to terminate the Revolving Credit Commitments or, from time to time, reduce the unused Revolving Credit Commitments; provided that (i) no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments, (ii) each such reduction shall be applied pro rata among the Non-Extending Revolving Credit Commitments and the Extending Revolving Credit Commitments on the basis of the Aggregate Non-Extending Percentage and Aggregate Extending Percentage of the Total Revolving Credit Commitments and shall be applied ratably among the Non-Extending Revolving Credit Lenders to permanently reduce the Non-Extending Revolving Credit Commitments and among the Extending Revolving Credit Lenders to permanently reduce the Extending Revolving Credit Commitments, (iii) the reduction to the aggregate Available Non-Extending Revolving Credit Commitments shall in no case be in an amount which would cause the Non-Extending Revolving Credit Commitment of any Lender to be reduced by an amount which exceeds the Available Non-Extending Revolving Credit Commitment of such Lender as in effect immediately before giving effect to such reduction and (iv) the reduction to the aggregate Available Extending Revolving Credit Commitments shall in no case be in an amount which would cause the Extending Revolving Credit Commitment of any Lender to be reduced by an amount which exceeds the Available Extending Revolving Credit Commitment of such Lender as in effect immediately before giving effect to such reduction.

(b) Each Lender’s Non-Extending Revolving Credit Commitment shall terminate in its entirety on the Non-Extending Revolving Credit Termination Date.

(c) Each Lender’s Extending Revolving Credit Commitment shall terminate in its entirety on the Extending Revolving Credit Termination Date.

(d) The Borrower shall have the right, upon not less than five Business Days’ irrevocable notice delivered to the Administrative Agent (which notice shall specify the date and amount of such commitment reduction), to reduce or terminate any unused delayed draw term loan commitments.”

1.16 Amendment to Section 2.16(c). Section 2.16(c) of the Credit Agreement is restated in its entirety as follows:

“(c) If all or a portion of the principal amount of any Loan or the amount of any Reimbursement Obligation or the amount of any other obligation hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such unpaid amount (to the extent legally permitted) shall bear interest at a rate per annum that is equal to (i) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.16 plus 2% or (ii) in the case of Reimbursement Obligations or any other obligations hereunder, the rate applicable to (x) Base Rate Loans that are Non-Extending Revolving Credit Loans for any Lender hereunder other than an Extending Revolving Credit Lender and (y) Base Rate Loans that are Extending Revolving Credit Loans for Extending Revolving Credit Lenders, in each case with respect to clauses (x) and (y) above, plus 2%, and in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until the date such amount is paid in full (after as well as before judgment).”

1.17 Amendment to Section 2.19(d). Section 2.19(d) of the Credit Agreement is restated in its entirety as follows:

“(d) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans then held by the Revolving Credit Lenders; provided however that it shall not be a violation of this Section 2.19(d) if the Borrower pays (i) the Applicable Margin applicable to Non-Extending Revolving Credit Commitments to Non-Extending Revolving Credit Lenders in accordance with their Non-Extending Revolving Credit Percentages and (ii) the Applicable Margin applicable to Extending Revolving Credit Commitments to Extending Revolving Credit Lenders in accordance with their Extending Revolving Credit Percentages. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that issued such Letters of Credit.”

1.18 Amendment to Section 2.25. Section 2.25 of the Credit Agreement is restated in its entirety as follows:

“2.25 Replacement of Lenders. If any Lender (a) requests reimbursement for amounts owing pursuant to Sections 2.20(a) or 2.21(a), (b) is affected in the manner described in Section 2.23 and as a result thereof any of the actions described in such Section 2.23 is required to be taken, (c) becomes a Defaulting Lender or otherwise defaults in its obligations to make Loans or fund Payment Amounts to the extent required to do so hereunder, or (d) refuses to consent to an amendment, modification or waiver pursuant to Section 10.1, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Assignee that shall assume such obligations (which Assignee may be another Lender, if a Lender accepts such assignment), provided that (i) the Borrower shall have paid to the Administrative Agent the registration and processing fee (if applicable), (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from such Assignee (to the extent of such outstanding principal, accrued interest, fees and/or breakage costs) or the Borrower (in the case of all other amounts), (iii) such Assignee is able to make, maintain or continue, as applicable, Eurodollar Rate Loans, and (iv) such assignment does not conflict with any applicable Law. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.”

1.19 Amendment to Section 2.26. A new Section 2.26 is added to the Credit Agreement as follows:

“2.26 Conversion of Extending Revolving Credit Commitments. (a) The Borrower shall have the right to request on one or more occasions on and after the Fourth Amendment Effective Date and prior to the Non-Extending Revolving Credit Termination Date that one or more Lenders convert their existing Non-Extending Revolving Credit Commitments to Extending Revolving Credit Commitments (pursuant to Section 2.8 and/or Section 10.1 hereof), it being understood and agreed, however, that:

(i) notwithstanding any other provision herein to the contrary, no Lender shall be obligated to convert, increase or provide an Extending Revolving Credit Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to convert, increase or provide an Extending Revolving Credit Commitment and executed and delivered to the Administrative Agent an Extending Revolving Credit Commitment Agreement agreeing to the conversion of its Non-Extending Revolving Credit Commitment or consenting to the increase or provision of a new Extending Revolving Credit Commitment, such Lender’s Non-Extending Revolving Credit Commitment shall not be converted and such Lender’s Extending Revolving Credit Commitment will not be increased,

(ii) any Lender (or, in the circumstances contemplated by clause (v) below, any other Person which is permitted to become a Lender hereunder) may so convert, increase or provide an Extending Revolving Credit Commitment without the consent of any other Lender,

(iii) each conversion, increase or provision of Extending Revolving Credit Commitments pursuant to this Section 2.26 on a given date shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (v) below, any other Person which is permitted to become a Lender hereunder) of at least $1,000,000,

(iv) the conversion of a Non-Extending Revolving Credit Commitment to an Extending Revolving Credit Commitment shall have the effect of increasing the Extending Revolving Credit Commitment of each consenting Lender and permanently reducing such Lender’s Non-Extending Revolving Credit Commitment by the amount of such conversion as specified in the relevant Extending Revolving Credit Commitment Agreement effective on the date specified in such agreement,

(v) the Borrower may, on the terms and conditions set forth herein with respect to Incremental Loans, request additional Extending Revolving Credit Commitments from Lenders or Persons that are permitted to become Lenders hereunder, and

(vi) the Applicable Margin, Extending Revolving Credit Termination Date and other provisions applicable to the Extending Revolving Credit Commitments shall be set forth in the initial Extending Revolving Credit Commitment Agreement and all subsequent Extending Revolving Credit Loans (whether converted from Non-Extending Revolving Credit Loans, an increase of an Extending Revolving Credit Commitment or provided by any other Person which is permitted to be a Lender hereunder) shall be deemed to contain the same Applicable Margin, Extending Revolving Credit Termination Date and other provisions applicable to Extending Revolving Credit Commitments as those set forth in such initial Extending Revolving Credit Commitment Agreement as if set forth fully herein.

(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extending Revolving Credit Commitment Agreement, and (i) at such time the Register shall be modified by the Administrative Agent to reflect the Extending Revolving Credit Commitments and Non-Extending Revolving Credit Commitments of all Lenders and (ii) to the extent requested by a Lender with an Extending Revolving Credit Commitment, the appropriate Notes will be issued, at the Borrower’s expense, to such Lender, to be in conformity with the requirements of Section 2.9 (with appropriate modifications) to the extent needed to reflect the Extending Revolving Credit Commitment of such Lender, as the case may be.

(c) On the effective date of any increase in the Extending Revolving Credit Commitments pursuant to this Section 2.26, the Borrower shall, in coordination with the Administrative Agent, repay outstanding Non-Extending Revolving Credit Loans and/or Extending Revolving Credit Loans of certain of the Lenders with a Non-Extending Revolving Credit Commitment or Extending Revolving Credit Commitment, as applicable, and incur additional Non-Extending Revolving Credit Loans and/or Extending Revolving Credit Loans from certain other Lenders with a Non-Extending Revolving Credit Commitment and/or Extending Revolving Credit Commitment, in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Non-Extending Revolving Credit Loans and Extending Revolving Credit Loans pro rata within each tranche of Revolving Credit Commitments on the basis of their respective Non-Extending Revolving Credit Commitments or Extending Revolving Credit Commitments (after giving effect to any increase in the Total Extending Revolving Credit Commitments and decrease in the Total Non-Extending Revolving Credit Commitments pursuant to this Section 2.26) and pro rata across each tranche of Revolving Credit Commitments based on the Aggregate Extending Percentage and Aggregate Non-Extending Percentage of the Total Revolving Credit Commitments and with the Borrower being obligated to pay to the respective Lenders the costs of the type referred to in Section 2.22 in connection with any such repayment and/or borrowing.

(d) On the Non-Extending Revolving Credit Termination Date, subject to the terms of Section 2.4(b), Section 2.5 (provided that provisions in Section 2.5 relating to notifying Non-Extending Revolving Credit Lenders and funding by Non-Extending Revolving Credit Lenders shall not be applicable to borrowings under this Section 2.26(d)) and Section 5.2, the Borrower may borrow Extending Revolving Credit Loans to pay in full the aggregate amount of all Non-Extending Revolving Extensions of Credit without also borrowing Non-Extending Revolving Credit Loans on such date.

(e) Notwithstanding anything to the contrary contained herein, in no event shall any Extending Revolving Credit Commitment Agreement become effective for so long as LCPI is the Administrative Agent.”

1.20 Amendment to Section 3.1. Section 3.1 of the Credit Agreement is restated in its entirety as follows:

“3.1 L/C Commitment.

(a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit and, to the extent available from such Issuing Lender, commercial letters of credit (collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day from the Effective Date until the Extending Revolving Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Extending Revolving Credit Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the L/C Obligations then outstanding (in each case exclusive of Payment Amounts which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed (x) the L/C Commitment and (y) when added to the aggregate outstanding principal amount of all Revolving Credit Loans and all Swing Line Loans then outstanding, the Total Revolving Credit Commitment; and (ii) no Extending Letter of Credit shall be issued the Stated Amount of which, when added to the sum of (I) the Aggregate Extending Percentage of L/C Obligations then outstanding (exclusive of (A) Extending L/C Obligations then outstanding and (B) Payment Amounts relating to Extending Letters of Credit which are repaid on the date of, and prior to the issuance of, the respective Extending Letter of Credit), (II) the aggregate amount of Extending L/C Obligations then outstanding (exclusive of Payment Amounts which are repaid on the date of, and prior to the issuance of, the respective Extending Letter of Credit), (III) the Aggregate Extending Percentage of the aggregate outstanding principal amount of all Swing Line Loans then outstanding and (IV) the aggregate outstanding principal amount of all Extending Revolving Credit Loans, would exceed the Total Extending Revolving Credit Commitment.

(c) It is acknowledged and agreed that with respect to each of the Letters of Credit which were issued under this Agreement prior to the Fourth Amendment Effective Date and which remain outstanding on the Fourth Amendment Effective Date, from and after the Fourth Amendment Effective Date, with respect to all such Letters of Credit and any related Payment Amount there shall be an automatic adjustment to the participations held by each Lender thereunder pursuant to this Section 3.1(c), so that the undivided participation and interest of the Lenders in each such Letter of Credit and any related Payment Amount is divided ratably between the Non-Extending Revolving Credit Commitments and the Extending Revolving Credit Commitments, and among Lenders with Non-Extending Revolving Credit Commitments ratably in proportion to each such Lender’s Non-Extending Revolving Credit Percentage and among Lenders with Extending Revolving Credit Commitments ratably in proportion to each such Lender’s Extending Revolving Credit Percentage.

(d) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.”

1.21 Amendment to Section 3.3(a). Section 3.3 of the Credit Agreement is restated in its entirety as follows:

“(a) The Borrower will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit in consideration of the L/C Participations noted in Section 3.4 below (it being understood that, in light of the foregoing, no fees shall be payable under this Section 3.3(a) to Non-Extending Revolving Credit Lenders in respect of Extending Letters of Credit) at a per annum rate equal to (i) in the case of Non-Extending Revolving Credit Commitments, the Applicable Margin then in effect with respect to Eurodollar Loans that are Non-Extending Revolving Credit Loans, shared ratably among the Non-Extending Revolving Credit Lenders in accordance with their respective Non-Extending Revolving Credit Percentages and (ii) in the case of Extending Revolving Credit Commitments, the Applicable Margin then in effect with respect to Eurodollar Loans that are Extending Revolving Credit Loans, shared ratably among the Extending Revolving Credit Lenders in accordance with their respective Extending Revolving Credit Percentages, in each case payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the relevant Issuing Lender for its own account a fronting fee (in an amount to be agreed to by the Borrower and such Issuing Lender) on the aggregate drawable amount of all outstanding Letters of Credit issued by it, which fee shall be payable quarterly in arrears on the last day of each March, June, September and December, the Non-Extending Revolving Credit Termination Date and the Extending Revolving Credit Termination Date. ”

1.22 Amendment to Section 3.4. Section 3.4 of the Credit Agreement is restated in its entirety as follows:

“3.4 L/C Participations.

(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, a participation interest as described below, provided that as to any Letter of Credit that expires on or after the date that is five Business Days immediately prior to the Non-Extending Revolving Credit Termination Date (such Letter of Credit, an “Extending Letter of Credit”), such L/C Participants shall be limited to Extending Revolving Credit Lenders, and in the case of any such renewal, there shall be an automatic adjustment to the participations pursuant to this Section 3.4 to allocate all such participations in such renewed Letter of Credit among the Extending Revolving Credit Lenders. Each L/C Participant shall be deemed to have irrevocably accepted and purchased from such Issuing Lender and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to (i) such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder (other than Extending Letters of Credit) or (ii) such L/C Participant’s Extending Revolving Credit Percentage in such Extending Letter of Credit. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender, upon demand at the Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage (or, in the case of Extending Letters of Credit, such L/C Participant’s Extending Revolving Credit Percentage) of the amount of such draft, or any part thereof, that is not so reimbursed. Upon any change in the respective Revolving Credit Commitments or Revolving Credit Percentages (or Extending Revolving Credit Commitments or Extending Revolving Credit Percentages in the case of Extending Letters of Credit) of the Lenders pursuant to the terms hereof, it is hereby agreed that, with respect to all such outstanding Letters of Credit or, as the case may be, Extending Letters of Credit and, in each case, any related Payment Amounts, there shall be an automatic adjustment to the participations pursuant to this Section 3.4 to reflect the new Revolving Credit Percentages (or Extending Revolving Credit Percentages in the case of Extending Letters of Credit) of the assignor and assignee Lender or of all Lenders with respective Revolving Credit Commitments (or Extending Revolving Credit Commitments in the case of Extending Letters of Credit), as applicable.

(b) If any amount required to be paid by any L/C Participant to the Administrative Agent, for the account of an Issuing Lender, pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, who shall notify such L/C Participant and such L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent, for the account of such Issuing Lender, by such L/C Participant within three Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans that are Non-Extending Revolving Credit Loans. A certificate the Administrative Agent submitted on behalf of such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error.

(c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent or any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a) (or, in the case of Extending Letters of Credit, the pro rata share based on the Extending Revolving Credit Percentage), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent, for the account of such L/C Participant (and thereafter the Administrative Agent shall promptly pay such L/C Participant), its pro rata share thereof (or, in the case of Extending Letters of Credit, the pro rata share based on the Extending Revolving Credit Percentage); provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent, for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender), the portion thereof previously distributed by such Issuing Lender. ”

1.23 Amendment to Section 3.9. A new Section 3.9 is added to the Credit Agreement as follows:

“3.9 Lender Defaults. No Issuing Lender shall have any obligation to issue any Letter of Credit if (a) a Lender Default exists with respect to any Lender with a Revolving Credit Commitment or (b) such Issuing Lender, in its reasonable discretion, determines that there may be a risk of one or more Revolving Credit Lenders becoming a Defaulting Lender, unless, in either case, the Issuing Lender has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Lender’s risk with respect to the relevant Lender(s), including by cash collateralizing such Lender’s Revolving Credit Percentage of L/C Obligations then outstanding (other than Extending L/C Obligations) and Extending Revolving Credit Percentage of Extending L/C Obligations (such arrangements, the “Letter of Credit Back-Stop Arrangements”). If any Lender with a Revolving Credit Commitment (a) becomes a Defaulting Lender or (b) is at risk, in the reasonable discretion of an Issuing Lender, of becoming a Defaulting Lender at any time that any Letter of Credit is outstanding, the Borrower shall enter into the applicable Letter of Credit Back-Stop Arrangements with such Issuing Lender or Issuing Lenders no later than 10 Business Days after the date the Borrower receives notice from such Issuing Lender requesting the applicable Letter of Credit Back-Stop Arrangements.”

1.24 Amendment to Section 4.21. Section 4.21 of the Credit Agreement is restated in its entirety as follows:

“4.21 Senior Indebtedness. The Obligations constitute “Senior Debt” of the Borrower under and as defined in the Indentures governing Subordinated Obligations or Permitted Refinancing Obligations (to the extent subordinated in right of payment to the Obligations). The obligations of each Subsidiary Guarantor under the Subsidiary Guaranty constitute “Guarantor Senior Indebtedness” of such Subsidiary Guarantor under and as defined in the Indentures governing Subordinated Obligations or Permitted Refinancing Obligations (to the extent subordinated in right of payment to the Obligations).”

1.25 Amendment to Section 7.1(a). Section 7.1(a) of the Credit Agreement is restated in its entirety as follows:

“(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter:


	Consolidated
Fiscal Quarter Ending	Leverage Ratio

After the Effective Date and on or prior to June 30, 2007		7.00
After June 30, 2007 and on or prior December 31, 2007		7.50
After December 31, 2007 and on or prior to March 31, 2008		7.25
After March 31, 2008 and on or prior to December 31, 2008		7.00
After December 31, 2008 and on or prior to December 31, 2009		6.50
After December 31, 2009 and on or prior to March 31, 2010		6.75
After March 31, 2010 and on or prior to June 30, 2010		6.50
After June 30, 2010 and on or prior to September 30, 2010		6.00
Thereafter		5.00	”

1.26 Amendment to Section 7.1(b). Section 7.1(b) of the Credit Agreement is restated in its entirety as follows:

“(b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter:


	Consolidated Interest
Fiscal Quarter Ending	Coverage Ratio

After the Effective Date and on or prior to December 31, 2008		1.50
After December 31, 2008 and on or prior to June 30, 2010		1.75
Thereafter		2.00	”

1.27 Amendment to Section 7.2. Section 7.2 of the Credit Agreement is amended by replacing “Guaranty Obligations” each place it appears with “Guarantee Obligations”.

1.28 Amendment to Section 7.2(h). Section 7.2(h) of the Credit Agreement is restated in its entirety as follows:

(h) New Subordinated Obligations and/or Permitted Refinancing Obligations (and Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness), all of the Net Cash Proceeds of which are used to refinance (including pursuant to a tender, redemption, exchange or other replacement) Term Loans, Delayed Draw Term Loans, Revolving Credit Loans, Subordinated Obligations, Permitted Senior Unsecured Indebtedness or Permitted Refinancing Obligations (and all interest and expenses incurred in connection therewith);

1.29 Amendment to Section 7.2. Section 7.2 of the Credit Agreement is amended by deleting the word “and” at the end of clause (l), adding the word “; and” at the end of clause (m), and adding the following clause (n) after clause (m):

“(n) Permitted Senior Unsecured Indebtedness, and Guarantee Obligations of any Subsidiary Guarantor in respect thereof.”

1.30 Amendment to Section 7.3. Section 7.3 of the Credit Agreement is amended by deleting the word “and” at the end of clause (t), replacing the period at the end of clause (u) with “; and”, and adding the following clause (v) after clause (u):

“(v) Liens created pursuant to any Back-Stop Arrangement.”

1.31 Amendment to Section 7.8(a). Section 7.8(a) of the Credit Agreement is restated in its entirety as follows:

“(a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the principal of Subordinated Notes, the Permitted Refinancing Notes or Permitted Senior Unsecured Indebtedness, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Subordinated Notes, the Permitted Refinancing Notes or Permitted Senior Unsecured Indebtedness, provided that:

(i) the Borrower may prepay Existing Subordinated Obligations, New Subordinated Obligations, Permitted Senior Unsecured Indebtedness and Permitted Refinancing Obligations in connection with the refinancing of such Existing Subordinated Obligations, New Subordinated Obligations, Permitted Senior Unsecured Indebtedness or Permitted Refinancing Obligations with the proceeds of (1) New Subordinated Obligations and/or Permitted Refinancing Obligations permitted pursuant to Section 7.2(h), or (2) Permitted Senior Unsecured Indebtedness permitted pursuant to Section 7.2(n);

(ii) if there is no Default or Event of Default (giving effect to such transaction), the Borrower may make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease the Borrower’s Indebtedness under the Senior Subordinated Notes Indenture 2003 and the Senior Subordinated Notes Indenture 2004 in an amount not to exceed $100,000,000;”

1.32 Annex A. Annex A of the Credit Agreement is restated in its entirety as follows:

“PRICING GRID FOR NON-EXTENDING REVOLVING CREDIT LOANS

The margins set forth in the following table shall apply:


	Applicable			Applicable
	Margin			Margin			Commitment Fee Rate for
	for Eurodollar			for Base Rate			Non-Extending Revolving
Consolidated Leverage Ratio	Loans			Loans			Credit Commitment

Greater than or equal to 6.00		3.00	%		1.50	%		0.50	%
Greater than or equal to 5.50 and less than 6.00		2.75	%		1.25	%		0.45	%
Greater than or equal to 5.00 and less than 5.50		2.50	%		1.00	%		0.375	%
Greater than or equal to 4.00 and less than 5.00		2.25	%		0.75	%		0.30	%
Less than 4.00		2.00	%		0.50	%		0.25	%

The Applicable Margin and Commitment Fee Rate with respect to Extending Revolving Credit Loans and Extending Revolving Credit Commitments shall be as set forth in the initial Extending Revolving Credit Commitment Agreement.

Changes in the Applicable Margin and the Commitment Fee Rate with respect to Revolving Credit Loans resulting from changes in the Consolidated Leverage Ratio shall become effective on the date (the “Adjustment Date”) on which financial statements are delivered to the Lenders pursuant to Section 6.1 (but in any event not later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 90th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Consolidated Leverage Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 6.00. In the event that any financial statement or Compliance Certificate delivered pursuant to Section 6.1 or 6.2 is shown to be inaccurate, and such inaccuracy, if corrected would have led to a higher Applicable Margin for any period (an “Applicable Period”) than such margin applied for such Applicable Period, then (i) the Borrower shall immediately deliver to Administrative Agent a corrected Compliance Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts to the Borrower), and (iii) the Borrower shall immediately pay to Administrative Agent the additional interest owing as a result of such increased margin for such Applicable Period, which payment shall be promptly applied by Administrative Agent in accordance with the terms hereof (it being understood and agreed that nothing in this section shall limit the rights of Administrative Agent and the Lenders hereunder).”

1.33 Exhibit I-3 to the Credit Agreement is hereby amended and restated as set forth on Exhibit B hereto.

1.34 Exhibit I-5 to the Credit Agreement is hereby added to the Credit Agreement as set forth on Exhibit C hereto immediately after Exhibit I-4 to the Credit Agreement.

1.35 Exhibit M to the Credit Agreement is hereby amended and restated as set forth on Exhibit D hereto.

1.36 Exhibit O to the Credit Agreement is hereby amended and restated as set forth on Exhibit E hereto.

Section 2. REDUCTION OF COMMITMENTS. Effective as of the Fourth Amendment Effective Date, each Lender’s Commitment shall be reduced by fifteen percent (15.0%) (the “Commitment Reduction”).

Section 3. AGENCY MATTERS.

3.1 Notice of Resignation. The Borrower and the Lenders party hereto hereby acknowledge receipt from the Administrative Agent of, subject to the terms and conditions set forth herein and in the Agency Transfer Agreement (as defined below), the Administrative Agent’s resignation as Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents. The Borrower and the Lenders party hereto hereby waive any notice requirement provided for under Section 9.9 (Successor Administrative Agent) of the Credit Agreement in respect of such resignation.

3.2 Agency Appointment. The Required Lenders hereby appoint Barclays Bank PLC as successor administrative agent (the “Successor Agent”) under the Credit Agreement and under the Loan Documents, such appointment to be effective on and as of the “Effective Date” (as defined in the Agency Transfer Agreement (such date, the “Agency Transfer Date”)). The Required Lenders and the Borrower hereby waive any notice requirement provided for under Section 9.9 (Successor Administrative Agent) of the Credit Agreement in respect of such appointment and the requirement in Section 9.9 (Successor Administrative Agent) of the Credit Agreement that the successor agent must be selected from among the Lenders. The Borrower hereby consents to the appointment of the Successor Agent as Administrative Agent under the Credit Agreement and the other Loan Documents.

3.3 Required Lender Instruction and Agreement. The Required Lenders hereby instruct each of the Administrative Agent and the Successor Agent to execute and deliver an Amendment, Resignation, Waiver, Consent and Appointment Agreement (the “Agency Transfer Agreement”) in substantially the form set forth on Exhibit F hereto. The Required Lenders acknowledge and agree that the provisions of Section 9.4 of the Credit Agreement shall be applicable to each of the Administrative Agent and the Successor Agent, and that each of them shall in all cases be fully protected in acting in accordance with the foregoing request. The Required Lenders also hereby agree that the Credit Agreement shall be amended in substantially the manner set forth in Section 2 of the Agency Transfer Agreement, such amendments to take effect on the Agency Transfer Date.

3.4 Indemnification and Expense Reimbursement for the Successor Agent. The parties hereto hereby agree that, notwithstanding the appointment of the Successor Agent not taking effect until the Agency Transfer Date, the Successor Agent and its affiliates shall be entitled to the benefits and protections of Section 9.3 (Exculpatory Provisions), Section 9.4 (Reliance by Agents), Section 9.6 (Non-Reliance on Agents and Other Lenders), Section 9.7 (Indemnification) and Section 10.5 (Payment of Expenses) of the Credit Agreement as if the Successor Agent and its affiliates were the Administrative Agent as of the Fourth Amendment Effective Date.

3.5 Limitation. Each of the Borrower and each Required Lender hereby agrees that this Amendment and the Agency Transfer Agreement (i) does not impose on LCPI 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 title 11 of the United States Code, and that could give rise to any administrative expense claims other than claims arising as a result of (x) the failure by LCPI to perform any of its obligations hereunder or thereunder or (y) any representation or warranty of LCPI set forth herein or therein not being true and correct on and as of the date hereof, thereof and the Agency Transfer Date and (ii) is not inconsistent with the terms of the Credit Agreement.

Section 4. 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:

4.1 Organizational 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 of Exhibit 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).

4.2 No 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.

4.3 No 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.

4.4 Representations 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 Fourth Amendment Effective Date.

Section 5. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. This Amendment, and the consents and approvals contained herein, shall be effective on the date when each of the following conditions has been satisfied:

5.1 Execution of Amendment. The Borrower and the Required Lenders shall have executed and delivered this Amendment.

5.2 Execution of Subsidiary Guarantor Consent. Each of the Guarantors shall have executed and delivered the Consent of Guarantors in the form of Exhibit A attached hereto.

5.3 Representations 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 Fourth Amendment Effective Date as if made on and as of such date after giving effect to this Amendment.

5.4 No Default. After giving effect to this Amendment and the extension of credit to be made on such date 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 Fourth Amendment Effective Date.

5.5 Delivery of Documents. Deutsche Bank Trust Company Americas (the “Lead Arranger”) shall have received such other documents as the Lead Arranger may reasonably request in connection with this Amendment.

5.6 Fees.

(a) The Borrower shall have transmitted, in immediately available funds, to each Lender consenting in writing to this Amendment by a date to be specified to the Lenders by the Borrower and the Lead Arranger, an amendment fee equal to an amount as agreed between the Borrower and the Lenders.

(b) The Lead Arranger shall have received payment in immediately available funds of all fees, costs and expenses of its counsel in connection with this Amendment and any other fees separately agreed with the Borrower.

5.7 Approvals. All governmental and third party approvals (other than the Nevada Gaming Commission’s approval of the transfer of the Pledge Agreement (Gaming Regulated) with respect to the membership interest in PNK (Reno), LLC contemplated under the Agency Transfer Agreement) 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.

Notwithstanding the foregoing, any provisions of this Amendment that require the written consent of the existing Issuing Lender to become effective (which, for the avoidance of doubt, shall relate solely to the amendments to Section 3 of the Credit Agreement contemplated by this Amendment) shall not be effective as against such Issuing Lender until the date on which such Issuing Lender has executed this Amendment or otherwise agreed in writing that such provisions of this Amendment are effective with respect to it.

Section 6. 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 7. 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 8. 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.

Section 9. 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 10. 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 11. 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 12. 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]

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