Pinnacle Entertainment (PNK)

Sixth Amendment to Lease and Development Agreement for River City Project

On November 26, 2007, Pinnacle Entertainment, Inc., a Delaware corporation (“Pinnacle”), and the St. Louis County Port Authority (the “St. Louis County”) entered into a Sixth Amendment (the “Sixth Amendment”) to the Lease and Development Agreement, dated as of August 12, 2004, as amended from time to time (the “Development Agreement”), relating to Pinnacle’s River City project. The Sixth Amendment provides that the project is to be developed in two phases. In the first phase, Pinnacle is required to invest $375 million to (a) construct a gaming and multi-use facility; (b) perform environmental remediation on the site of the project; (c) contribute $5.1 million for the construction of community and recreational facilities, which amount was paid upon execution of the Sixth Amendment; (d) develop and construct a hatch shell on the Park Property (as defined in the Development Agreement); and (e) construct a roadway into the project. In the second phase, Pinnacle is required to invest $75 million to construct a hotel with a minimum of 100 rooms and other amenities to be mutually agreed upon by Pinnacle and the St. Louis County. Prior to the Sixth Amendment, Pinnacle was required to invest at least $300 million in the River City project and had indicated previously in its periodic reports filed with the Securities and Exchange Commission that it intended to invest $375 million. The Sixth Amendment provides that Pinnacle must commence the aforementioned construction of the gaming facilities and the roadwork by December 31, 2007 and the gaming facilities must be complete and open to the public by May 1, 2009. In the event the second phase is not opened within three years from the date of the casino opening, Pinnacle is required to pay liquidated damages of $2 million beginning on January 2, 2013. In each subsequent year that the second phase is not opened, the amount of liquidated damages increases by $1 million: $3 million in 2014, $4 million in 2015, $5 million in 2016 and $6 million in 2017. As a result, the maximum amount of liquidated damages that Pinnacle would have to pay if the second phase is not completed is $20 million.

The other material terms of the Development Agreement are unchanged by the Sixth Amendment. The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the Sixth Amendment, which is attached as Exhibit 10.1 and is incorporated herein by reference.