10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-13641

____________________________

PINNACLE ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-3667491
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3980 Howard Hughes Parkway

Las Vegas, NV 89169

(Address of principal executive offices) (Zip Code)

(702) 541-7777

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

As of the close of business on August 8, 2014, the number of outstanding shares of the registrant’s common stock was 59,792,212.

PINNACLE ENTERTAINMENT, INC.

TABLE OF CONTENTS

PART I
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2014 and 2013	3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months ended June 30, 2014 and 2013	4
Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	5
Condensed Consolidated Statement of Changes in Stockholders' Equity for the Six Months ended June 30, 2014	6
Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2014 and 2013	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Executive Summary	30
Results of Operations	31
Liquidity and Capital Resources	37
Contractual Obligations and Other Commitments	42
Critical Accounting Estimates	42
Forward-Looking Statements	43
Item 3. Quantitative and Qualitative Disclosures About Market Risk	46
Item 4. Controls and Procedures	47
PART II
Item 1. Legal Proceedings	48
Item 1A. Risk Factors	48
Item 6. Exhibits	49
Signature Page	51
Exhibit 10.1
Exhibit 10.2
Exhibit 11
Exhibit 31.1
Exhibit 31.2
Exhibit 32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I

Item 1.Financial Statements

PINNACLE ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(amounts in thousands, except per share data)

	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014			2013
Revenues:
Gaming	$	493,281		$	235,829		$	973,421		$	476,026
Food and beverage	30,356			14,597			57,969			27,536
Lodging	13,802			6,074			24,592			10,832
Retail, entertainment and other	17,751			10,757			31,977			19,480
Total revenues	555,190			267,257			1,087,959			533,874
Expenses and other costs:
Gaming	266,604			135,088			514,598			270,833
Food and beverage	28,199			12,491			52,911			23,949
Lodging	6,465			3,180			11,594			6,149
Retail, entertainment and other	6,688			5,618			11,264			9,328
General and administrative	112,148			51,438			212,415			101,239
Depreciation and amortization	58,773			22,496			117,084			45,655
Pre-opening and development costs	6,907			17,212			10,319			24,765
Write-downs, reserves and recoveries, net	2,579			1,827			3,224			2,129
Total expenses and other costs	488,363			249,350			933,409			484,047
Operating income	66,827			17,907			154,550			49,827
Interest expense, net	(62,003		)	(28,327		)	(128,792		)	(56,920		)
Loss on early extinguishment of debt	(8,234		)	—			(8,234		)	—
Loss from equity method investments	—			—			—			(92,181		)
Income (loss) from continuing operations before income taxes	(3,410		)	(10,420		)	17,524			(99,274		)
Income tax (expense) benefit	1,093			3,320			(1,097		)	4,388
Income (loss) from continuing operations	(2,317		)	(7,100		)	16,427			(94,886		)
Income from discontinued operations, net of income taxes	26			1,993			325			4,388
Net income (loss)	(2,291		)	(5,107		)	16,752			(90,498		)
Net loss attributable to non-controlling interest	(32		)	(25		)	(36		)	(25		)
Net income (loss) attributable to Pinnacle Entertainment, Inc.	$	(2,259	)	$	(5,082	)	$	16,788		$	(90,473	)
Net income (loss) per common share—basic
Income (loss) from continuing operations	$	(0.04	)	$	(0.12	)	$	0.28		$	(1.62	)
Income from discontinued operations, net of income taxes	—			0.03			—			0.07
Net income (loss) per common share—basic	$	(0.04	)	$	(0.09	)	$	0.28		$	(1.55	)
Net income (loss) per common share—diluted
Income (loss) from continuing operations	$	(0.04	)	$	(0.12	)	$	0.27		$	(1.62	)
Income from discontinued operations, net of income taxes	—			0.03			—			0.07
Net income (loss) per common share—diluted	$	(0.04	)	$	(0.09	)	$	0.27		$	(1.55	)
Number of shares—basic	59,593			58,523			59,429			58,431
Number of shares—diluted	59,593			58,523			61,328			58,431

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

3

PINNACLE ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(amounts in thousands)

	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014			2013
Net income (loss)	$	(2,291	)	$	(5,107	)	$	16,752		$	(90,498	)
Comprehensive income (loss)	(2,291		)	(5,107		)	16,752			(90,498		)
Comprehensive loss attributable to non-controlling interest	(32		)	(25		)	(36		)	(25		)
Comprehensive income (loss) attributable to Pinnacle Entertainment, Inc.	$	(2,259	)	$	(5,082	)	$	16,788		$	(90,473	)

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

4

PINNACLE ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

	June 30, 2014			December 31, 2013
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	166,662		$	191,938
Accounts receivable, net of allowance for doubtful accounts of $5,249 and $5,178	29,524			33,569
Inventories	8,265			8,193
Income tax receivable, net	18,456			17,397
Prepaid expenses and other assets	38,242			20,871
Deferred income taxes	7,662			7,662
Assets of discontinued operations held for sale	25,596			322,548
Total current assets	294,407			602,178
Restricted cash	5,667			11,592
Land, buildings, vessels and equipment, net	3,068,828			3,036,515
Goodwill	919,282			919,282
Equity method investments	2,000			1,975
Intangible assets, net	539,761			500,084
Other assets, net	84,426			87,800
Total assets	$	4,914,371		$	5,159,426
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	50,496		$	69,036
Accrued interest	49,739			49,318
Accrued compensation	66,605			77,322
Accrued taxes	47,092			38,348
Other accrued liabilities	124,962			96,273
Current portion of long-term debt	11,006			16,006
Liabilities of discontinued operations held for sale	4,346			26,103
Total current liabilities	354,246			372,406
Long-term debt less current portion	4,098,556			4,364,045
Other long-term liabilities	39,524			31,321
Deferred income taxes	167,381			166,484
Total liabilities	4,659,707			4,934,256
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock—$1.00 par value, 250,000 shares authorized, none issued or outstanding	—			—
Common stock—$0.10 par value, 100,000,000 authorized, 59,773,212 and 59,197,606 shares outstanding, net of treasury shares	6,615			6,557
Additional paid-in capital	1,088,580			1,075,896
Accumulated deficit	(781,261		)	(798,049		)
Accumulated other comprehensive income	390			390
Treasury stock, at cost, 6,374,882 of treasury shares	(71,090		)	(71,090		)
Total Pinnacle stockholders' equity	243,234			213,704
Non-controlling interest	11,430			11,466
Total stockholders' equity	254,664			225,170
Total liabilities and stockholders' equity	$	4,914,371		$	5,159,426

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

5

PINNACLE ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(amounts in thousands)

	Capital Stock
	Number of Shares	Common Stock		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income		Treasury Stock			Total Pinnacle Stockholders' Equity		Non-Controlling Interest			Total Stockholders' Equity
Balance as of January 1, 2014	59,198	$	6,557	$	1,075,896	$	(798,049	)	$	390	$	(71,090	)	$	213,704	$	11,466		$	225,170
Net income	—	—		—		16,788			—		—			16,788		(36		)	16,752
Share-based compensation	—	—		8,630		—			—		—			8,630		—			8,630
Common stock issuance and option exercises	314	31		4,016		—			—		—			4,047		—			4,047
Share issuance	261	27		38		—			—		—			65		—			65
Balance as of June 30, 2014	59,773	$	6,615	$	1,088,580	$	(781,261	)	$	390	$	(71,090	)	$	243,234	$	11,430		$	254,664

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

6

PINNACLE ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(amounts in thousands)

	For the six months ended June 30,
	2014			2013
Cash flows from operating activities:
Net income (loss)	$	16,752		$	(90,498	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	117,084			55,137
Loss on disposal of assets	308			1,253
Loss from equity method investments	—			92,181
Loss on early extinguishment of debt	8,234			—
Impairment of buildings, vessels and equipment	4,708			—
Amortization of debt issuance costs and debt discounts	6,330			3,351
Share-based compensation expense	8,630			5,421
Changes in operating assets and liabilities:
Receivables, net	2,302			518
Prepaid expenses and other	(20,237		)	(8,168		)
Accounts payable, accrued expenses and other	(9,797		)	17,360
Net cash provided by operating activities	134,314			76,555
Cash flows from investing activities:
Capital expenditures	(149,746		)	(106,389		)
Net proceeds from sale of discontinued operations	252,329			—
Equity method investments, inclusive of capitalized interest	(25		)	(2,298		)
Purchase of held-to-maturity debt securities	—			(5,853		)
Proceeds from matured investments	—			4,428
Proceeds from sale of property and equipment	98			298
Purchase of intangible assets	(25,000		)	—
Proceeds from non-refundable deposit	—			2,550
Escrow refund	25,000			—
Loans receivable, net	543			(4,586		)
Restricted cash	5,925			—
Net cash provided by (used in) investing activities	109,124			(111,850		)
Cash flows from financing activities:
Proceeds from Credit Facility	194,300			50,000
Repayments under Credit Facility	(473,309		)	(30,000		)
Repayments of long-term debt	—			(1,625		)
Proceeds from common stock options exercised, net	4,060			2,288
Distribution to non-controlling interest minority owner	—			(911		)
Debt issuance and other financing costs	(402		)	(16		)
Net cash provided by (used in) financing activities	(275,351		)	19,736
Change in cash and cash equivalents	(31,913		)	(15,559		)
Cash and cash equivalents at the beginning of the period	198,575			101,792
Cash and cash equivalents at the end of the period	$	166,662		$	86,233
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized	$	122,132		$	53,832
Cash payments (refund) related to income taxes, net	(2,108		)	2,227
Decrease in construction-related deposits and liabilities	(9,521		)	(16,047		)
Increase in accrued liabilities associated with recognized intangible asset	(25,000		)	—

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

7

PINNACLE ENTERTAINMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1—Summary of Significant Accounting Policies

Basis of Presentation and Organization: Pinnacle Entertainment, Inc. is an owner, operator and developer of casinos and related hospitality and entertainment facilities. References in these footnotes to “Pinnacle,” the “Company,” “we,” “our” or “us” refer to Pinnacle Entertainment, Inc. and its subsidiaries, except where stated or the context otherwise indicates.

We own and operate 15 gaming entertainment properties, located in Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada and Ohio. We also hold a majority interest in the racing license owner, as well as a management contract, for Retama Park Racetrack outside of San Antonio, Texas. In addition to these properties, we own and operate a live and televised poker tournament series under the trade name Heartland Poker Tour. Our reporting segments are as follows:

Midwest segment, which includes:	Location
Ameristar Council Bluffs	Council Bluffs, Iowa
Ameristar East Chicago	East Chicago, Indiana
Ameristar Kansas City	Kansas City, Missouri
Ameristar St. Charles	St. Charles, Missouri
Belterra	Florence, Indiana
Belterra Park	Cincinnati, Ohio
River City	St. Louis, Missouri
South segment, which includes:	Location
Ameristar Vicksburg	Vicksburg, Mississippi
Boomtown Bossier City	Bossier City, Louisiana
Boomtown New Orleans	New Orleans, Louisiana
L'Auberge Baton Rouge	Baton Rouge, Louisiana
L'Auberge Lake Charles	Lake Charles, Louisiana
West segment, which includes:	Location
Ameristar Black Hawk	Black Hawk, Colorado
Cactus Petes	Jackpot, Nevada
Horseshu	Jackpot, Nevada

We have classified certain of our assets and liabilities as held for sale in our unaudited Condensed Consolidated Balance Sheets and included the related results of operations in discontinued operations. The operating results of Lumière Place Casino, HoteLumière, the Four Seasons Hotel St. Louis, and related excess land parcels (collectively the "Lumière Place Casino and Hotels") have been reclassified as discontinued operations. In April 2014, we completed the sale of the ownership interests in the Lumière Place Casino and Hotels and received net cash proceeds of $252.3 million, net of approximately $11.0 million in cash acquired by the buyer, subject to a net working capital adjustment. For further information, see Note 7, Discontinued Operations. The unaudited Condensed Consolidated Statements of Cash Flows have not been adjusted for discontinued operations.

Principles of Consolidation: The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions of the Securities and Exchange Commission (the “SEC”) to the Quarterly Report on Form 10-Q and, therefore, do not include all information and notes necessary for complete financial statements in conformity with the instructions for generally accepted accounting principles in the United States (“GAAP”). The results for the periods indicated are unaudited, but reflect all adjustments that management considers necessary for a fair presentation of operating results. The unaudited Condensed Consolidated Financial Statements include the accounts of Pinnacle Entertainment, Inc. and its subsidiaries. Investments in unconsolidated affiliates in which we have the ability to exercise significant influence are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

8

The results of operations for interim periods are not indicative of a full year of operations. These unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2013.

Use of Estimates: The preparation of unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Estimates used by us include, among other things, estimates required to allocate the purchase price of business combination transactions to tangible and identifiable intangible assets acquired and liabilities assumed, the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, estimated income tax provisions, the evaluation of the future realization of deferred tax assets, determining the adequacy of reserves for self-insured liabilities and our customer loyalty programs, estimated cash flows in assessing the recoverability of long-lived assets, asset impairments, goodwill and intangible assets, contingencies and litigation, and estimates of the forfeiture rate and expected life of share-based awards and stock price volatility when computing share-based compensation expense. Actual results may differ from those estimates.

Fair Value: Fair value measurements affect our accounting and impairment assessments of our long-lived assets, investments in unconsolidated affiliates, assets acquired in an acquisition, goodwill, and other intangible assets. Fair value measurements also affect our accounting for certain financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: "Level 1" inputs, such as quoted prices in an active market for identical assets or liabilities; "Level 2" inputs, which are observable inputs for similar assets; or "Level 3" inputs, which are unobservable inputs.

The following table presents a summary of fair value measurements by level for certain liabilities measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets:

			Fair Value Measurements Using:
	Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
As of June 30, 2014
Liabilities:
Deferred compensation	$	0.6	$	0.6	$	—	$	—
As of December 31, 2013
Liabilities:
Deferred compensation	$	0.8	$	0.8	$	—	$	—

9

The following table presents a summary of fair value measurements by level for certain financial instruments not measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets for which it is practicable to estimate fair value:

					Fair Value Measurements Using:
	Total Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
As of June 30, 2014	(in millions)
Assets:
Held-to-maturity securities	$	14.8	$	30.1	$	—	$	26.7	$	3.4
Promissory notes	$	10.7	$	17.6	$	—	$	17.6	$	—
Liabilities:
Long-term debt	$	4,109.5	$	4,272.3	$	—	$	4,272.3	$	—
As of December 31, 2013
Assets:
Held-to-maturity securities	$	14.8	$	30.1	$	—	$	26.7	$	3.4
Promissory notes	$	9.5	$	16.5	$	—	$	16.5	$	—
Liabilities:
Long-term debt	$	4,380.1	$	4,511.9	$	—	$	4,511.9	$	—

The estimated fair values for certain of our long-term held-to-maturity securities and our long-term promissory notes were based on Level 2 inputs using observable market data for comparable instruments in establishing prices.

The estimated fair values for certain of our long-term held-to-maturity securities were based on Level 3 inputs using a present value of future cash flow valuation technique that relies on management assumptions and qualitative observations. Key significant unobservable inputs in this technique include discount rate risk premiums and probability-weighted cash flow scenarios.

The estimated fair values of our long-term debt includes the fair value of our senior notes, senior subordinated notes, senior secured credit facility and term loan were based on Level 2 inputs of observable market data on comparable debt instruments on or about June 30, 2014 and December 31, 2013.

The fair values of our short term financial instruments approximate the carrying values due to their short term nature.

Land, Buildings, Vessels and Equipment: Land, buildings, vessels and equipment are stated at cost. Land includes land not currently being used in our operations, which totaled $35.7 million at June 30, 2014. We capitalize the costs of improvements that extend the life of the asset. We expense maintenance and repair costs as incurred. Gains or losses on the disposition of land, buildings, vessels and equipment are included in the determination of income.

Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project, during the periods in which activities necessary to get the property ready for its intended use are in progress. The costs incurred for development projects are carried at cost. Interest costs associated with development projects are capitalized as part of the cost of the constructed asset. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project, or discernible portion of the project, is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. For further discussion, see Note 2, Long-term Debt.

10

The following table presents a summary of our land, buildings, vessels and equipment:

	June 30, 2014			December 31, 2013
	(in millions)
Land, buildings, vessels and equipment:
Land and land improvements	$	391.7		$	391.7
Buildings, vessels and improvements	2,633.6			2,492.2
Furniture, fixtures and equipment	691.7			633.1
Construction in progress	109.4			175.6
Land, buildings, vessels and equipment, gross	3,826.4			3,692.6
Less: accumulated depreciation	(757.6		)	(656.1		)
Land, buildings, vessels and equipment, net	$	3,068.8		$	3,036.5

Equity Method Investments: We apply equity method accounting for investments when we do not control the investee, but have the ability to exercise significant influence over its operating and finance policies. Equity method investments are recorded at cost, with the allocable portion of the investee's income or loss reported in earnings, and adjusted for capital contributions to and distributions from the investee. Distributions in excess of equity method earnings, if any, are recognized as a return of investment and recorded as investing cash flows in the unaudited Condensed Consolidated Statements of Cash Flows. We review our equity investments for impairment whenever events or changes in circumstances indicate that the carrying value of our investment may have experienced an other-than-temporary decline in value.

Goodwill and Other Intangible Assets: Goodwill and other indefinite-lived intangible assets are subject to an annual assessment for impairment during the fourth quarter, or more frequently if there are indications of possible impairment, by applying a qualitative and/or quantitative fair-value-based test. There were no impairments to goodwill or intangible assets recognized during the six months ended June 30, 2014 and 2013, respectively. During the six months ended June 30, 2014, we recorded a $50.0 million intangible asset related to Belterra Park's video lottery terminal ("VLT") license. Such amount is included in "Intangible assets, net" in our unaudited Condensed Consolidated Balance Sheet. As of June 30, 2014, we have made payments of $25.0 million for Belterra Park's VLT license and have accrued $25.0 million for the remaining amount due in 2015. Such amount is included in "Other accrued liabilities" in our unaudited Condensed Consolidated Balance Sheet.

Customer Loyalty Programs: We offer incentives to our customers through our mychoice customer loyalty program. Under the mychoice customer loyalty program, customers earn points based on their level of play that may be redeemed for various benefits, such as cash back, dining, or hotel stays, among others. The reward credit balance under the plan will be forfeited if the customer does not earn any reward credits over the prior six-month period. In addition, based on their level of play, customers can earn additional benefits without redeeming points, such as a car lease, among other items.

We accrue a liability for the estimated cost of providing these benefits as the benefits are earned. Estimates and assumptions are made regarding cost of providing the benefits, breakage rates, and the mix of goods and services customers will choose. We use historical data to assist in the determination of estimated accruals. Changes in estimates or customer redemption habits could produce significantly different results. At June 30, 2014 and December 31, 2013, we had accrued $32.7 million and $18.9 million, respectively, for the estimated cost of providing mychoice benefits. As of December 31, 2013, we had accrued $12.8 million for the estimated cost of providing benefits under Ameristar Casinos, Inc. ("Ameristar") customer loyalty program. In April 2014, we expanded the mychoice loyalty program to all Ameristar properties as part of the integration of the Ameristar properties, and now we offer benefits solely through the mychoice customer loyalty program. The accrual increased in 2014 primarily as a result of the addition of customer loyalty program members associated with the Ameristar properties. Such amounts are included in "Other accrued liabilities" in our unaudited Condensed Consolidated Balance Sheets.

11

Revenue Recognition. Gaming revenues consist of the net win from gaming activities, which is the difference between amounts wagered and amounts paid to winning patrons. Food and beverage, lodging, retail, entertainment, and other operating revenues are recognized as products are delivered or services are performed.

The retail value of food and beverage, lodging and other services furnished to guests on a complimentary basis is included in total revenues and then deducted as promotional allowances in calculating revenues. The estimated cost of providing such promotional allowances is primarily included in gaming expenses. Complimentary revenues that have been excluded from the accompanying unaudited Condensed Consolidated Statements of Operations were as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Food and beverage	$	33.7	$	17.2	$	66.9	$	33.6
Lodging	15.1		7.5		31.1		14.4
Other	4.4		2.9		8.2		5.6
Total promotional allowances	$	53.2	$	27.6	$	106.2	$	53.6

The cost to provide such complimentary benefits were as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Promotional allowance costs included in gaming expense	$	39.3	$	20.0	$	77.4	$	40.4

Gaming Taxes: We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate, subject to applicable jurisdictional adjustments. These gaming taxes are an assessment on our gaming revenues and are recorded as a gaming expense in the unaudited Condensed Consolidated Statements of Operations, which were as follow:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Gaming taxes	$	141.5	$	68.7	$	274.3	$	138.8

Pre-opening and Development Costs: Pre-opening and development costs are expensed as incurred. Pre-opening and development costs consist of the following:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Ameristar acquisition (1)	$	2.0	$	16.6	$	2.4	$	23.3
Belterra Park (2)	4.7		0.1		7.4		0.3
Other	0.2		0.5		0.5		1.2
Total pre-opening and development costs	$	6.9	$	17.2	$	10.3	$	24.8

(1) Amounts principally comprised of legal and advisory expenses, severance charges and other costs and expenses related to the financing and integration of the acquisition of Ameristar.

(2) Belterra Park opened on May 1, 2014.

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Earnings per Share: The computation of basic and diluted earnings per share (“EPS”) is based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. Diluted earnings per share reflect the additional dilution from all potentially dilutive securities, such as in-the-money stock options and restricted stocks units. Out-of-money stock options were excluded from calculation of diluted earnings per share because including them would have been anti-dilutive, and totaled 1.4 million and 1.3 million shares for the three and six months ended June 30, 2014.

For the three months ended June 30, 2014 and for the three and six months ended June 30, 2013, we recorded losses from continuing operations. Accordingly, the potential dilution from the assumed exercise of stock options is anti-dilutive. As a result, basic earnings per share is equal to diluted earnings per share for the period. For the three months ended June 30, 2014 and for the three and six months ended June 30, 2013, securities that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share amounted to 1.9 million, 1.6 million and 1.4 million shares, respectively.

Reclassifications: The unaudited Condensed Consolidated Financial Statements reflect certain reclassifications to prior year amounts to conform to classification in the current period. In addition, prior year amounts have been adjusted for reclassification of the Lumière Place Casino and Hotels from continuing operations to discontinued operations and Note 10, Segment Information, has been recast to reflect our current reporting segment presentation. These reclassifications had no effect on the previously reported net losses.

Recently Issued Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance for income taxes which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward exists. The objective in issuing this amendment is to eliminate diversity in practice resulting from a lack of guidance on this topic in current GAAP. Under the amendment, an entity must present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for an NOL carryforward, a similar tax loss, or a tax credit carryforward except under certain conditions. The amendment is effective for fiscal years beginning after December 15, 2013, and for interim periods within those years, and should be applied to all unrecognized tax benefits that exist as of the effective date. We adopted this guidance during the first quarter of 2014 and it did not have a material impact on our consolidated financial statements.

In April 2014, the FASB issued an accounting standards update in connection with reporting discontinued operations and disclosures of disposals of components of entities. The accounting standards update changes the criteria for reporting discontinued operations. Under the amendment a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when any of the following occurs: (i) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (ii) the component of an entity or group of components of an entity is disposed of by sale; and (iii) the component of an entity or group of components of an entity is disposed of other than by sale. This new guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity and all business activities, on acquisition, that are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. We are currently evaluating the impact of adopting this accounting standards update on our consolidated financial statements.

In May 2014, as part of its ongoing efforts to assist in the convergence of GAAP and International Financial Reporting Standards, the FASB issued a new standard related to revenue recognition. Under the new standard, recognition of revenue occurs when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. The new standard will be effective for fiscal years beginning after December 15, 2016. We are currently evaluating the impact of adopting this accounting standards update on our consolidated financial statements.

In June 2014, the FASB issued an accounting standard update with respect to performance share awards. This accounting standard update requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period or periods for which the requisite service has already been rendered. The effective date for this update is for the annual

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and interim periods beginning after December 15, 2015. Early application is permitted. We are currently evaluating the impact of adopting this accounting standards update on our consolidated financial statements.

A variety of proposed or otherwise potential accounting standards are currently under review and study by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of any such proposed or revised standards would have on our unaudited Condensed Consolidated Financial Statements.

Note 2—Long-Term Debt

Long-term debt consisted of the following:

	June 30, 2014
	Outstanding Principal			Unamortized (Discount) Premium			Long-Term Debt, Net
	(in millions)
Senior Secured Credit Facility:
Revolving Credit Facility	$	573.6		$	—		$	573.6
Term B1 Loans due 2016	—			—			—
Term B2 Loans due 2020	937.5			(23.9		)	913.6
6.375% Senior Notes due 2021	850.0			—			850.0
7.50% Senior Notes due 2021	1,040.0			57.2			1,097.2
7.75% Senior Subordinated Notes due 2022	325.0			—			325.0
8.75% Senior Subordinated Notes due 2020	350.0			—			350.0
Other	0.1			—			0.1
Total debt including current maturities	4,076.2			33.3			4,109.5
Less current maturities	(11.0		)	—			(11.0		)
Total long-term debt	$	4,065.2		$	33.3		$	4,098.5

	December 31, 2013
	Outstanding Principal			Unamortized (Discount) Premium			Long-Term Debt, Net
	(in millions)
Senior Secured Credit Facility:
Revolving Credit Facility	$	493.6		$	—		$	493.6
Term B1 Loans due 2016	202.0			(7.7		)	194.3
Term B2 Loans due 2020	1,094.5			(26.0		)	1,068.5
6.375% Senior Notes due 2021	850.0			—			850.0
7.50% Senior Notes due 2021	1,040.0			58.6			1,098.5
7.75% Senior Subordinated Notes due 2022	325.0			—			325.0
8.75% Senior Subordinated Notes due 2020	350.0			—			350.0
Other	0.1			—			0.1
Total debt including current maturities	4,355.2			24.9			4,380.1
Less current maturities	(16.0		)	—			(16.0		)
Total long-term debt	$	4,339.2		$	24.9		$	4,364.1

Senior Secured Credit Facility: In August 2013, we entered into an Amended and Restated Credit Agreement ("Credit Facility"), which amended and restated our Fourth Amended and Restated Credit Agreement dated as of August 2, 2011, as amended. The Credit Facility consists of (i) $1.6 billion of term loans comprised of $500 million of Tranche B-1 term loans and $1.1 billion in Tranche B-2 term loans and (ii) a $1 billion revolving credit commitment. As of June 30, 2014, we fully

14

repaid the outstanding principal balances of our Tranche B-1 term loans and had approximately $573.6 million drawn under the revolving credit facility. Additionally, we had approximately $12.7 million committed under letters of credit. The Credit Facility was entered into in connection with our acquisition of Ameristar. The outstanding principal on the Tranche B-2 term loans have been discounted on issuance for the reduction in the proceeds received when the transaction was consummated.

6.375% Senior Notes due 2021: In August 2013, we issued $850.0 million in aggregate principal amount of 6.375% senior notes due 2021 ("6.375% Notes") to fund the acquisition of Ameristar. The 6.375% Notes bear interest at a rate of 6.375% per year, payable semi-annually in arrears on February 1st and August 1st, commencing on February 1, 2014. The 6.375% Notes mature on August 1, 2021. Net of initial purchases’ fees and various costs and expenses, proceeds from the offering were approximately $835 million.

7.50% Senior Notes due 2021: As part of the acquisition of Ameristar, we assumed $1.04 billion in aggregate principal amount 7.50% Senior Notes due 2021 (“7.50% Notes”) that were originally issued by Ameristar. The 7.50% Notes bear interest at a rate of 7.50% per year, payable semi-annually in arrears on April 15th and October 15th of each year.  The 7.50% Notes mature on April 15, 2021. The 7.50% Notes were recorded at fair value as part of the purchase price allocation with a premium of $72.8 million. In addition, a consent fee payment to the holders of the 7.50% Notes at acquisition was included as a discount component of the total carrying value. For further details on the Ameristar business combination purchase price allocation, see Note 6, Investments and Acquisition activities.

7.75% Senior Subordinated Notes due 2022: In March 2012, we issued $325 million in aggregate principal amount of 7.75% senior subordinated notes due 2022 (“7.75% Notes”). The 7.75% Notes were issued at par with interest payable on April 1st and October 1st of each year. The 7.75% Notes mature on April 1, 2022. Net of initial purchasers’ fees and various costs and expenses, proceeds from the offering were approximately $318 million.

8.75% Senior Subordinated Notes due 2020: In May 2010, we issued $350 million in aggregate principal amount of 8.75% senior subordinated notes due 2020 ("8.75% Notes"). The 8.75% Notes were issued at par with interest payable on May 15th and November 15th of each year. The 8.75% Notes mature on May 15, 2020. Net of the initial purchasers' fees and various costs and expenses, proceeds from the offering were approximately $341.5 million.

Loss on early extinguishment of debt: During the second quarter of 2014, we incurred a $8.2 million loss related to the redemption of our then existing Tranche B-1 term loans. The loss included the write off of previously unamortized debt issuance costs and original issuance discount costs.

Interest expense, net of capitalized interestand interest income was as follows:

	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014			2013
	(in millions)
Interest expense	$	62.9		$	29.2		$	131.5		$	58.3
Interest income	(0.1		)	(0.1		)	(0.2		)	(0.2		)
Capitalized interest	(0.8		)	(0.8		)	(2.5		)	(1.2		)
Interest expense, net	$	62.0		$	28.3		$	128.8		$	56.9

Interest expense is capitalized on internally constructed assets at our overall weighted average cost of borrowing. Interest expense increased due to the additional debt incurred to fund our acquisition of Ameristar and other development projects. The increase in capitalized interest for the six months ended June 30, 2014 is attributable to interest expense capitalization on our recently completed Belterra Park development and a hotel tower development at our Boomtown New Orleans property, which is currently expected to open by the end of 2014.

Note 3—Income Taxes

Our effective income tax rate for continuing operations for the three and six months ended June 30, 2014 was 32.1%, or a benefit of $1.1 million, and 6.3% or an expense of $1.1 million, respectively, as compared to an effective tax rate of 31.9%, or a benefit of $3.3 million, and 4.4% or a benefit of $4.4 million, respectively, for the corresponding prior-year periods. Our tax rate differs from the statutory rate of 35.0% due to the effects of permanent items, the recording of a valuation allowance release, deferred tax expense on tax amortization of indefinite-lived intangible assets, state taxes and a reserve for unrecognized tax benefits. Our income tax rate for the three and six months ended June 30, 2014 included a tax benefit from the release of

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$3.0 million of our valuation allowance as a result of additional deferred tax liabilities recognized from the preparation of the Ameristar pre-acquisition tax returns during the second quarter of 2014. Our state tax provision represents taxes in the jurisdiction of Indiana, Louisiana and the city jurisdictions in Missouri where we have no valuation allowance.

Note 4—Employee Benefit Plans

Share-based Compensation: As of June 30, 2014, we had approximately 7.1 million share-based awards outstanding, including common stock options, restricted stock units and performance stock units which are detailed below. In addition, we had approximately 1.4 million share-based awards available for grant. We recorded share-based compensation expense as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Share-based compensation expense	$	5.5	$	3.4	$	8.7	$	5.2

Stock options: The following table summarizes information related to our common stock options:

	Number of Stock Options		Weighted Average Exercise Price
Options outstanding at January 1, 2014	5,509,246		$	14.01
Granted	711,380		$	23.47
Exercised	(302,078	)	$	13.03
Canceled or forfeited	(218,950	)	$	18.07
Options outstanding at June 30, 2014	5,699,598		$	15.11
Options exercisable at June 30, 2014	3,016,460		$	12.46
Expected to vest after June 30, 2014	2,041,655		$	18.43

The unamortized compensation costs not yet expensed related to stock options totaled approximately $19.8 million at June 30, 2014 and the weighted average period over which the costs are expected to be recognized is approximately two years. The aggregate amount of cash we received from the exercise of stock options was $4.1 million and $2.3 million for the six months ended June 30, 2014 and 2013, respectively. The associated shares were newly issued common stock. The following information is provided for our stock options:

	For the six months ended June 30,
	2014		2013
Weighted-average grant date fair value	$	9.08	$	9.94

Restricted Stock Units: The following table summarizes information related to our restricted stock units:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested shares at January 1, 2014	629,518		$	20.11
Granted	424,678		$	23.60
Vested	(120,638	)	$	18.65
Canceled or forfeited	(62,190	)	$	21.93
Unvested shares at June 30, 2014	871,368		$	22.08

Unamortized compensation costs not yet expensed attributable to non-vested shares totaled approximately $17.2 million at June 30, 2014 and the weighted average period over which the costs are expected to be recognized is approximately two years.

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Performance Stock Units: The following table summarizes information related to our performance stock units:

	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares at January 1, 2014	431,858	$	22.79
Granted	123,283	$	26.50
Canceled or forfeited	—	$	—
Unvested shares at June 30, 2014	555,141	$	23.61

Note 5—Write-downs, reserves and recoveries, net

Net write-downs, reserves and recoveries consist of $2.6 million and $3.2 million in losses during the three and six months ended June 30, 2014, respectively. The losses related to a $2.9 million lease abandonment charge from the consolidation of our Las Vegas headquarters recognized during the second quarter of 2014, offset by gains during the three months ended June 30, 2014, and net losses from the disposal of slot and other equipment at our properties in the normal course of business during the six months ended June 30, 2014. During the three and six months ended June 30, 2013, we recognized net losses of $1.8 million and $2.1 million, respectively, related primarily to a $1.1 million second quarter impairment charge on our Sales Tax Anticipation Revenue ("STAR") bonds, issued by Reno, Nevada and the disposal of slot and other equipment at our properties in the normal course of business.

Note 6—Investments and Acquisition Activities

Acquisition of Ameristar Casinos, Inc.: On August 13, 2013, we completed the acquisition of Ameristar pursuant to an Agreement and Plan of Merger, dated December 20, 2012, as amended. Upon completion of the acquisition, Ameristar was merged with and into Pinnacle and ceased to exist as a separate entity.

The purchase price totaled $1.8 billion (excluding assumed debt). The purchase price was comprised of the following (in thousands):

Consideration for Ameristar equity	$	962,428
Repayment of Ameristar debt	878,828
	$	1,841,256

We are required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values is recorded as goodwill, of which $176.9 million is deductible for tax purposes. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Ameristar. The determination of the fair values of the acquired assets and assumed liabilities requires significant judgment. Management finalized its valuation analysis during the second quarter of 2014.

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The following table reflects the allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill (in thousands).

Current and other assets	$	152,165
Property and equipment	1,783,735
Goodwill	860,805
Intangible assets	524,200
Other non-current assets	39,496
Total assets	$	3,360,401
Current liabilities	179,493
Deferred tax liabilities	218,646
Other long-term liabilities	8,109
Debt	1,112,897
Total liabilities	1,519,145
Net assets acquired	$	1,841,256

Of the $860.8 million of goodwill, approximately $551.1 million has been assigned to the Midwest reporting segment, approximately $231.5 million has been assigned to the South reporting segment, and approximately $78.2 million has been assigned to the West reporting segment.

The following table summarizes the acquired property and equipment.

	As Recorded at Fair Value
	(in thousands)
Land and land improvements	$	162,770
Buildings, vessels and improvements	1,308,151
Furniture, fixtures and equipment	158,999
Construction in progress (a)	153,815
Total property and equipment acquired	$	1,783,735

(a) Included in acquired construction in progress were the assets of the Ameristar Casino Resort Spa Lake Charles development. These assets were sold in November 2013. See Note 7, Discontinued Operations, for further detail.

The following table summarizes the acquired intangible assets.

	As Recorded at Fair Value
	(in thousands)
Trade names	$	187,000
Gaming licenses	258,800
Player relationships	74,000
Favorable leasehold interests	4,400
Total intangible assets acquired	$	524,200

ACDL Investment: We have a minority ownership interest in Asian Coast Development (Canada), Ltd. ("ACDL"). During 2013, we recorded impairments of approximately $94.0 million, of which $92.2 million was recognized during the six months ended June 30, 2013, fully impairing the remaining asset carrying value of our investments in ACDL. We have discontinued accounting for our investment in ACDL under the equity method and will not provide for additional losses until our share of future net income, if any, equals the share of net losses not recognized during the period the equity method was suspended.

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Equity Method Investment: As of June 30, 2014, we have invested $2.0 million in Farmworks, a land re-utilization project in downtown St. Louis, included in "Equity method investment" in our unaudited Condensed Consolidated Balance Sheet. This investment is accounted for under the equity method.

Retama Park Racetrack: On January 29, 2013, we acquired 75.5% of the equity of Pinnacle Retama Partners, LLC ("PRP"). The acquisition of the equity was accounted for as a business combination. The purchase price for the equity was allocated based upon estimated fair values of the assets, with the excess of the purchase price over the estimated fair value of the assets acquired recorded as goodwill. The purchase price allocation includes goodwill of $3.3 million and other intangibles of $5.0 million.

As of June 30, 2014, PRP held $10.7 million in promissory notes issued by Retama Development Corporation ("RDC"), a local government corporation of the City of Selma, Texas, included in "Other Assets, net" in our unaudited Condensed Consolidated Balance Sheets. The promissory notes have long-term contractual maturities and are collateralized by Retama Park Racetrack assets. The contractual terms of these promissory notes include interest payments due at maturity. We have not recorded accrued interest on these promissory notes because uncertainty exists as to RDC's ability to make interest payments.

As of June 30, 2014, we held, at amortized cost, $11.4 million in local government corporation bonds, with long-term contractual maturities, issued by RDC, a local government corporation of the City of Selma, Texas, included in "Other Assets, net" in our unaudited Condensed Consolidated Balance Sheets. It is not likely that we will be required to sell these investments prior to the recovery of the amortized cost.

Note 7—Discontinued Operations

Discontinued operations consists of disposal groups classified as held for sale and measured at the lower of their carrying values or the fair value less cost to sell. The fair value of the assets to be sold was determined using a market approach using Level 2 inputs, as defined in Note 1, Summary of Significant Accounting Policies.

Lumiere Place Casino and Hotels: In August 2013, we entered into an Equity Interest Purchase Agreement with Tropicana St. Louis LLC, an affiliate of Tropicana Entertainment, Inc. (“Tropicana”), to sell the ownership interests in certain of our subsidiaries, which own and operate the Lumiére Place Casino and Hotels. In April 2014, we completed the sale of the ownership interests in these subsidiaries for net cash consideration of $252.3 million, net of approximately $11.0 million in cash acquired by the buyer, subject to a net working capital adjustment. In July 2014, we agreed to a final working capital adjustment in which we refunded approximately $2.0 million in cash proceeds back to the buyer.

Ameristar Casino Lake Charles: In July 2013, we entered into an agreement to sell all of the equity interests of Ameristar

Casino Lake Charles, LLC ("Ameristar Lake Charles"), which was developing the Ameristar Lake Charles development project. In November 2013, we closed the sale of the equity interests of Ameristar Lake Charles. At closing, we received approximately $180.0 million in cash that excludes $35.0 million of deferred consideration, of which $25.0 million is restricted cash subject to release by the Louisiana Gaming Control Board and $10.0 million is in the form of a note receivable from the buyer, due in July 2016. In April 2014, the Louisiana Gaming Control Board approved a resolution releasing us from the requirement to hold the $25.0 million of restricted cash.

Boomtown Reno: We continue to hold approximately 810 acres of remaining excess land surrounding Boomtown Reno as a discontinued operation. Other than minimal costs associated with the remaining excess land, we expect no material financial impact from the Boomtown Reno operations.

Atlantic City: During the third quarter of 2013, we completed the sale of our land holdings in Atlantic City, New Jersey for total consideration of approximately $29.5 million. We expect no material ongoing financial impact from Atlantic City.

Springfield, Massachusetts: We own approximately 40 acres of land in Springfield, Massachusetts, originally purchased by Ameristar in January 2012 for a possible future casino resort. During the first quarter of 2014, we entered into an option agreement to sell this land.

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Total discontinued operations:Revenues and net loss from discontinued operations are summarized as follows:

	For the three months ended June 30,						For the six months ended, June 30,
	2014			2013			2014		2013
	(in millions)
Revenues	$	—		$	48.8		$	41.0	$	95.0
Income (loss) before income taxes	(0.1		)	5.1			0.2		9.2
Income tax benefit (expense)	0.1			(3.1		)	0.1		(4.8		)
Income from discontinued operations, net of taxes	$	—		$	2.0		$	0.3	$	4.4

Net assets for entities and operations included in discontinued operations are summarized as follows:

	June 30, 2014		December 31, 2013
	(in millions)
Assets:
Land, buildings, vessels and equipment, net	$	13.0	$	275.3
Other assets, net	12.6		47.2
Total assets	$	25.6	$	322.5
Liabilities:
Total liabilities	$	4.3	$	26.1
Net assets	$	21.3	$	296.4

Note 8—Commitments and Contingencies

Guaranteed Maximum Price Agreement for Belterra Park: In January 2013, we entered into an Agreement for Guaranteed Maximum Price Construction Services with a general contractor for the mobilization, demolition, site work and foundation work for Belterra Park. This agreement provides, among other things, that the general contractor will complete the initial work for a total guaranteed maximum price of approximately $20.1 million. In July 2013, we entered into an amendment to the agreement with the general contractor, which provides that the guaranteed date of completion for the Belterra Park project is May 1, 2014 and the total guaranteed maximum price for the construction of the Belterra Park project is approximately $119.6 million, which includes the $20.1 million described above.

Guaranteed Maximum Price Agreement for Boomtown New Orleans: In February 2013, we entered into an Agreement for Guaranteed Maximum Price Construction Services with a general contractor for the construction of a 150-guestroom hotel tower at our Boomtown New Orleans property for a total guaranteed maximum price of approximately $14.2 million.

Self-Insurance: We self-insure various levels of general liability and workers' compensation at all of our properties and medical coverage at most of our properties. Insurance reserves include accruals for estimated settlements for known claims, as well as accruals for estimates of claims not yet made. At June 30, 2014 and December 31, 2013, we had total self-insurance accruals of $21.7 million and $26.2 million, respectively, which are included in “Other accrued liabilities” in our unaudited Condensed Consolidated Balance Sheets.

Indiana Tax Dispute: In 2008, the Indiana Department of Revenue (the “IDR”) commenced an examination of our Indiana income tax filings for the years 2005, 2006, and 2007. In 2010, we received a proposed assessment in the amount of $7.3 million, excluding interest and penalties. We filed a protest requesting abatement of all taxes, interest and penalties and had two hearings with the IDR where we provided additional facts and support. At issue is whether income and gains from certain asset sales, including the sale of the Hollywood Park Racetrack in 1999, and other transactions outside of Indiana, such as the Aztar merger termination fee in 2006, which we reported on our Indiana state tax returns for the years 2000 through 2007, resulted in business income subject to apportionment. In April 2012, we received a supplemental letter of findings from the IDR that denied our protest on most counts. In the supplemental letter of findings, the IDR did not raise any new technical arguments or advance any new theory that would alter our judgment regarding the recognition or measurement of the unrecognized tax benefit related to this audit. We believe that our tax return position is sustainable on the merits. In June 2012, we filed a tax appeal petition with the Indiana tax court to set aside the final assessment. In August 2013, we filed a Motion for Partial

20

Summary Judgment on the 1999 Hollywood Park sale. We asked the court to grant summary judgment in our favor based on the technical merit of Indiana tax law. In January 2014, oral arguments were held at the Indiana Tax Court regarding our motion for summary judgment.

Other: We are a party to a number of other pending legal proceedings. Management does not expect that the outcome of such proceedings, either individually or in the aggregate, will have a material effect on our financial position, cash flows or results of operations.

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Note 9—Consolidating Condensed Financial Information

Our subsidiaries (excluding subsidiaries with approximately $62.7 million in cash and other assets as of June 30, 2014, that include a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries) have fully, unconditionally, jointly, and severally guaranteed the payment of all obligations under our senior and senior subordinated notes and our Credit Facility. Our subsidiary that owns our equity interest in Retama Park Racetrack does not guarantee our Credit Facility. Separate financial statements and other disclosures regarding the subsidiary guarantors are not included herein because management has determined that such information is not material to investors. In lieu thereof, we include the following:

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the three months ended June 30, 2014
Statement of Operations
Revenues:
Gaming	$	—		$	493.3		$	—		$	—		$	493.3
Food and beverage	—			30.4			—			—			30.4
Lodging	—			13.8			—			—			13.8
Retail, entertainment and other	—			17.7			—			—			17.7
	—			555.2			—			—			555.2
Expenses:
Gaming	—			266.6			—			—			266.6
Food and beverage	—			28.2			—			—			28.2
Lodging	—			6.5			—			—			6.5
Retail, entertainment and other	—			6.7			—			—			6.7
General and administrative and other	28.6			83.4			0.1			—			112.1
Pre-opening and development costs	2.1			4.7			0.2			—			7.0
Depreciation and amortization	1.8			56.9			—			—			58.7
Write-downs, reserves and recoveries, net	3.0			(0.4		)	—			—			2.6
	35.5			452.6			0.3			—			488.4
Operating income (loss)	(35.5		)	102.6			(0.3		)	—			66.8
Equity earnings of subsidiaries	65.1			—			—			(65.1		)	—
Interest expense, net	(62.8		)	0.8			—			—			(62.0		)
Loss on early extinguishment of debt	(8.2		)	—			—			—			(8.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(41.4		)	103.4			(0.3		)	(65.1		)	(3.4		)
Management fee and inter-company interest	38.0			(38.0		)	—			—			—
Income tax expense	1.1			—			—			—			1.1
Income (loss) from continuing operations	(2.3		)	65.4			(0.3		)	(65.1		)	(2.3		)
Income (loss) from discontinued operations, net of taxes	—			—			—			—			—
Net income (loss)	$	(2.3	)	$	65.4		$	(0.3	)	$	(65.1	)	$	(2.3	)

22

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the six months ended June 30, 2014
Statement of Operations
Revenues:
Gaming	$	—		$	973.4		$	—		$	—		$	973.4
Food and beverage	—			58.0			—			—			58.0
Lodging	—			24.6			—			—			24.6
Retail, entertainment and other	—			32.0			—			—			32.0
	—			1,088.0			—			—			1,088.0
Expenses:
Gaming	—			514.6			—			—			514.6
Food and beverage	—			52.9			—			—			52.9
Lodging	—			11.6			—			—			11.6
Retail, entertainment and other	—			11.3			—			—			11.3
General and administrative and other	51.3			161.0			0.1			—			212.4
Pre-opening and development costs	2.6			7.5			0.2			—			10.3
Depreciation and amortization	3.5			113.6			—			—			117.1
Write-downs, reserves and recoveries, net	3.0			0.2			—			—			3.2
	60.4			872.7			0.3			—			933.4
Operating income (loss)	(60.4		)	215.3			(0.3		)	—			154.6
Equity earnings of subsidiaries	141.1			—			—			(141.1		)	—
Interest expense, net	(131.2		)	2.4			—			—			(128.8		)
Loss on early extinguishment of debt	(8.2		)	—			—			—			(8.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(58.7		)	217.7			(0.3		)	(141.1		)	17.6
Management fee and inter-company interest	76.6			(76.6		)	—			—			—
Income tax expense	(1.1		)	—			—			—			(1.1		)
Income (loss) from continuing operations	16.8			141.1			(0.3		)	(141.1		)	16.5
Income (loss) from discontinued operations, net of taxes	—			0.4			(0.1		)	—			0.3
Net income (loss)	$	16.8		$	141.5		$	(0.4	)	$	(141.1	)	$	16.8

23

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the three months ended June 30, 2013
Statement of Operations
Revenues:
Gaming	$	—		$	235.8		$	—		$	—		$	235.8
Food and beverage	—			14.6			—			—			14.6
Lodging	—			6.1			—			—			6.1
Retail, entertainment and other	—			10.7			—			—			10.7
	—			267.2			—			—			267.2
Expenses:
Gaming	—			135.1			—			—			135.1
Food and beverage	—			12.5			—			—			12.5
Lodging	—			3.2			—			—			3.2
Retail, entertainment and other	—			5.6			—			—			5.6
General and administrative and other	8.9			42.4			0.1			—			51.4
Pre-opening and development costs	16.6			0.3			0.3			—			17.2
Depreciation and amortization	1.0			21.5			—			—			22.5
Write-downs, reserves and recoveries, net	1.1			0.7			—			—			1.8
	27.6			221.3			0.4			—			249.3
Operating income (loss)	(27.6		)	45.9			(0.4		)	—			17.9
Equity earnings of subsidiaries	45.9			—			—			(45.9		)	—
Interest expense, net	(29.2		)	0.9			—			—			(28.3		)
Loss from equity method investment	—			—			—			—			—
Income (loss) from continuing operations before inter-company activity and income taxes	(10.9		)	46.8			(0.4		)	(45.9		)	(10.4		)
Management fee and inter-company interest	2.5			(2.8		)	—			0.3			—
Income tax benefit	3.3			—			—			—			3.3
Income (loss) from continuing operations	(5.1		)	44.0			(0.4		)	(45.6		)	(7.1		)
Income from discontinued operations, net of taxes	—			2.0			—			—			2.0
Net income (loss)	$	(5.1	)	$	46.0		$	(0.4	)	$	(45.6	)	$	(5.1	)

24

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the six months ended June 30, 2013
Statement of Operations
Revenues:
Gaming	$	—		$	476.0		$	—		$	—		$	476.0
Food and beverage	—			27.5			—			—			27.5
Lodging	—			10.8			—			—			10.8
Retail, entertainment and other	0.1			19.4			—			—			19.5
	0.1			533.7			—			—			533.8
Expenses:
Gaming	—			270.8			—			—			270.8
Food and beverage	—			23.9			—			—			23.9
Lodging	—			6.1			—			—			6.1
Retail, entertainment and other	—			9.3			—			—			9.3
General and administrative and other	15.2			85.7			0.3			—			101.2
Pre-opening and development costs	23.7			0.8			0.3			—			24.8
Depreciation and amortization	2.6			43.1			—			—			45.7
Write-downs, reserves and recoveries, net	1.1			1.1			(0.1		)	—			2.1
	42.6			440.8			0.5			—			483.9
Operating income (loss)	(42.5		)	92.9			(0.5		)	—			49.9
Equity earnings of subsidiaries	0.7			—			—			(0.7		)	—
Interest expense, net	(58.2		)	1.3			—			—			(56.9		)
Loss on early extinguishment of debt	—			—			—			—			—
Loss from equity method investment	—			—			(92.2		)	—			(92.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(100.0		)	94.2			(92.7		)	(0.7		)	(99.2		)
Management fee and inter-company interest	5.2			(5.2		)	—			—			—
Income tax benefit	4.4			—			—			—			4.4
Income (loss) from continuing operations	(90.4		)	89.0			(92.7		)	(0.7		)	(94.8		)
Income from discontinued operations, net of taxes	—			4.4			—			—			4.4
Net income (loss)	$	(90.4	)	$	93.4		$	(92.7	)	$	(0.7	)	$	(90.4	)

25

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)		Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
As of June 30, 2014
Balance Sheet
Current assets	41.1			$	202.9	$	24.8		$	—		$	268.8
Property and equipment, net	37.0			3,026.2		5.6			—			3,068.8
Goodwill	—			916.0		3.3			—			919.3
Intangible assets, net	—			534.8		5.0			—			539.8
Other non-current assets	63.2			5.6		23.3			—			92.1
Investment in subsidiaries	4,343.6			—		—			(4,343.6		)	—
Assets of discontinued operations held for sale	3.5			22.1		0.7			(0.8		)	25.5
Inter-company	—			168.4		—			(168.4		)	—
Total assets	$	4,488.4		$	4,876.0	$	62.7		$	(4,512.8	)	$	4,914.3
Current liabilities	$	61.1		$	288.5	$	0.3		$	—		$	349.9
Long-term debt (excluding current portion)	4,098.5			—		—			—			4,098.5
Other non-current liabilities	(81.6		)	288.6		—			—			207.0
Liabilities of discontinued operations held for sale	—			4.3		—			—			4.3
Inter-company	167.2			—		1.2			(168.4		)	—
Total liabilities	4,245.2			581.4		1.5			(168.4		)	4,659.7
Additional paid in capital	1,088.5			3,641.1		324.4			(3,965.5		)	1,088.5
Accumulated deficit	(781.3		)	653.1		(274.6		)	(378.5		)	(781.3		)
Common stock, treasury stock and other	(64.0		)	0.4		—			(0.4		)	(64.0		)
Total Pinnacle stockholders' equity	243.2			4,294.6		49.8			(4,344.4		)	243.2
Non-controlling interest	—			—		11.4			—			11.4
Total equity	243.2			4,294.6		61.2			(4,344.4		)	254.6
Total liabilities and stockholders' equity	$	4,488.4		$	4,876.0	$	62.7		$	(4,512.8	)	$	4,914.3
As of December 31, 2013
Balance Sheet
Current assets	$	66.8		$	185.1	$	27.7		$	—		$	279.6
Property and equipment, net	47.7			2,983.1		5.7			—			3,036.5
Goodwill	—			916.0		3.3			—			919.3
Intangible assets, net	—			495.1		5.0			—			500.1
Other non-current assets	72.6			6.6		22.1			—			101.3
Investment in subsidiaries	4,508.3			—		—			(4,508.3		)	—
Assets of discontinued operations held for sale	3.4			318.8		1.2			(0.8		)	322.6
Inter-company	—			55.7		—			(55.7		)	—
Total assets	$	4,698.8		$	4,960.4	$	65.0		$	(4,564.8	)	$	5,159.4
Current liabilities	$	114.8		$	231.4	$	0.1		$	—		$	346.3
Long-term debt (excluding current portion)	4,363.9			0.1		—			—			4,364.0
Other non-current liabilities	(48.1		)	245.9		—			—			197.8
Liabilities of discontinued operations held for sale	—			26.1		—			—			26.1
Inter-company	54.5			—		1.2			(55.7		)	—
Total liabilities	4,485.1			503.5		1.3			(55.7		)	4,934.2
Additional paid in capital	1,076.0			3,964.4		325.7			(4,290.1		)	1,076.0
Accumulated deficit	(798.2		)	492.0		(273.5		)	(218.5		)	(798.2		)
Common stock, treasury stock and other	(64.1		)	0.5		—			(0.5		)	(64.1		)
Total Pinnacle stockholder's equity	213.7			4,456.9		52.2			(4,509.1		)	213.7
Non-controlling interest	—			—		11.5			—			11.5
Total equity	213.7			4,456.9		63.7			(4,509.1		)	225.2
Total liabilities and stockholders' equity	$	4,698.8		$	4,960.4	$	65.0		$	(4,564.8	)	$	5,159.4

26

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries		Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the six months ended June 30, 2014
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(4.8	)	$	142.3		$	(3.2	)	$	—	$	134.3
Capital expenditures	(7.2		)	(142.6		)	—			—		(149.8		)
Purchase of intangible asset	—			(25.0		)	—			—		(25.0		)
Proceeds from sale of discontinued operations	—			252.3			—			—		252.3
Escrow refund	—			25.0			—			—		25.0
Loan receivable, net	—			—			—			—		—
Restricted cash	5.9			—			—			—		5.9
Intercompany and other	253.0			(252.6		)	0.3			—		0.7
Cash provided by (used in) investing activities	251.7			(142.9		)	0.3			—		109.1
Proceeds from Credit Facility	194.3			—			—			—		194.3
Repayments under Credit Facility	(114.3		)	—			—			—		(114.3		)
Repayments of long-term debt	(359.0		)	—			—			—		(359.0		)
Other	3.7			—			—			—		3.7
Cash used in financing activities	(275.3		)	—			—			—		(275.3		)
Change in cash and cash equivalents	(28.4		)	(0.6		)	(2.9		)	—		(31.9		)
Cash and cash equivalents, beginning of period	28.6			142.3			27.7			—		198.6
Cash and cash equivalents, end of period	$	0.2		$	141.7		$	24.8		$	—	$	166.7
For the six months ended June 30, 2013
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(22.0	)	$	99.7		$	(1.1	)	$	—	$	76.6
Capital expenditures	(2.9		)	(103.5		)	—			—		(106.4		)
Purchases of held-to-maturity debt securities, net	—			—			(5.8		)	—		(5.8		)
Proceeds from matured investments	4.4			—			—			—		4.4
Loan receivable, net	—			—			(4.6		)	—		(4.6		)
Other	—			2.5			(2.0		)	—		0.5
Cash provided by (used in) investing activities	1.5			(101.0		)	(12.4		)	—		(111.9		)
Proceeds from Credit Facility	50.0			—			—			—		50.0
Net repayments under Credit Facility	(30.0		)	—			—			—		(30.0		)
Repayments of long-term debt	(1.6		)	—			—			—		(1.6		)
Proceeds from common stock options exercised	—			—			—			—		—
Other	1.3			—			—			—		1.3
Cash provided by financing activities	19.7			—			—			—		19.7
Change in cash and cash equivalents	(0.8		)	(1.3		)	(13.5		)	—		(15.6		)
Cash and cash equivalents, beginning of period	5.5			73.5			22.8			—		101.8
Cash and cash equivalents, end of period	$	4.7		$	72.2		$	9.3		$	—	$	86.2

_______________________ 

(a) As of June 30, 2014, the following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (RENO), LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; Ameristar Casino Black Hawk, Inc.; Ameristar Casino Council Bluffs, Inc.; Ameristar Casino St. Charles, Inc.; Ameristar Casino Kansas City, Inc.; Ameristar Casino Vicksburg, Inc.; Cactus Pete’s, Inc.; Ameristar East Chicago Holdings, LLC; Ameristar Casino East Chicago, LLC; and Ameristar Casino Springfield, LLC. In addition, certain other immaterial subsidiaries are also guarantors of our senior and senior subordinated notes.

(b) Guarantor subsidiaries of our senior and senior subordinated notes exclude subsidiaries with approximately $62.7 millionin cash and other assets as of June 30, 2014 that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries.

27

Note 10—Segment Information

We use Consolidated Adjusted EBITDA (as defined below) and Adjusted EBITDA for each segment (as defined below) to compare operating results among our segments and allocate resources. The following table highlights our Adjusted EBITDA for each segment and reconciles Consolidated Adjusted EBITDA to Income (loss) from continuing operations for the three and six months ended June 30, 2014 and 2013.

	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014			2013
	(in millions)
Revenues:
Midwest segment (a)	$	296.4		$	87.1		$	576.7		$	174.2
South segment (b)	203.7			178.8			403.7			357.6
West segment (c)	53.7			—			104.3			—
	553.8			265.9			1,084.7			531.8
Corporate and other	1.4			1.4			3.3			2.1
Total revenues	$	555.2		$	267.3		$	1,088.0		$	533.9
Adjusted EBITDA (d):
Midwest segment (a)	$	84.2		$	23.0		$	174.3		$	45.1
South segment (b)	62.0			46.2			126.7			93.9
West segment (c)	19.1			—			37.3			—
	165.3			69.2			338.3			139.0
Corporate expenses and other (e)	(24.7		)	(6.4		)	(44.5		)	(11.4		)
Consolidated Adjusted EBITDA (d)	$	140.6		$	62.8		$	293.8		$	127.6
Other benefits (costs):
Depreciation and amortization	(58.8		)	(22.5		)	(117.1		)	(45.7		)
Pre-opening and development costs	(6.9		)	(17.2		)	(10.3		)	(24.8		)
Non-cash share-based compensation expense	(5.5		)	(3.4		)	(8.7		)	(5.2		)
Write-downs, reserves and recoveries, net	(2.6		)	(1.8		)	(3.2		)	(2.1		)
Interest expense, net	(62.0		)	(28.3		)	(128.8		)	(56.9		)
Loss from equity method investment	—			—			—			(92.2		)
Loss on early extinguishment of debt	(8.2		)	—			(8.2		)	—
Income tax benefit (expense)	1.1			3.3			(1.1		)	4.4
Income (loss) from continuing operations	$	(2.3	)	$	(7.1	)	$	16.4		$	(94.9	)

	For the six months ended June 30,
	2014		2013
	(in millions)
Capital expenditures:
Midwest segment	$	112.8	$	59.7
South segment	26.6		41.8
West segment	2.4		—
Corporate and other, including development projects and discontinued operations	7.9		4.9
	$	149.7	$	106.4

(a) Our Midwest segment consists of Ameristar Council Bluffs, located in Iowa, Ameristar East Chicago located in Indiana, Belterra located in Indiana, Ameristar Kansas City located in Missouri, Ameristar St. Charles located in Missouri, River City located in Missouri, and Belterra Park located in Ohio.

28

(b) Our South segment consists of Ameristar Vicksburg located in Mississippi, Boomtown Bossier City located in Louisiana, Boomtown New Orleans located in Louisiana, L'Auberge Baton Rouge located in Louisiana and L'Auberge Lake Charles located in Louisiana.

(c) Our West segment consists of Ameristar Black Hawk located in Colorado, and Cactus Petes and Horseshu both of which are located in Nevada.

(d) We define Consolidated Adjusted EBITDA as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, gain (loss) on sale of equity security investments, income (loss) from equity method investments, non-controlling interest and discontinued operations. We define Adjusted EBITDA for each operating segment as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, inter-company management fees, gain (loss) on sale of certain assets, gain (loss) on early extinguishment of debt, gain (loss) on sale of discontinued operations, and discontinued operations. We define Adjusted EBITDA margin as Adjusted EBITDA for the segment divided by segment revenues. We use Consolidated Adjusted EBITDA and Adjusted EBITDA for each segment to compare operating results among our properties and between accounting periods. Consolidated Adjusted EBITDA and Adjusted EBITDA have economic substance because they are used by management as measures to analyze the performance of our business and are especially relevant in evaluating large, long-lived casino-hotel projects because they provide a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We eliminate the results from discontinued operations at the time they are deemed discontinued. We also review pre-opening and development expenses separately, as such expenses are also included in total project costs when assessing budgets and project returns, and because such costs relate to anticipated future revenues and income. We believe that Consolidated Adjusted EBITDA and Adjusted EBITDA are useful measures for investors because they are indicators of the performance of ongoing business operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value of companies within our industry. In addition, our credit agreement and bond indentures require compliance with financial measures similar to Consolidated Adjusted EBITDA. Consolidated Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, or as an alternative to any other measure provided in accordance with GAAP. Our calculations of Adjusted EBITDA and Consolidated Adjusted EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(e) Corporate expenses represent payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. Beginning in the 2013 third quarter, we changed the methodology used to allocate corporate expenses to our reportable segments.  Historically, we allocated direct and some indirect expenses incurred at the corporate headquarters to each property.  Expenses incurred at the corporate headquarters that were related to property operations, but not directly attributable to a specific property, were allocated, typically on a pro rata basis, to each property.  Only the remaining corporate expenses that were not related to an operating property were retained in the Corporate expense category. Under our new methodology, only corporate expenses that are directly attributable to a property were allocated to each applicable property. All other costs incurred relating to management and consulting services provided by corporate headquarters to the properties are now allocated to those properties based on their respective share of the monthly consolidated net revenues in the form of a management fee. The corporate management fee is excluded in the calculation of segment Adjusted EBITDA and is completely eliminated in any consolidated financial results. The change in methodology increases Adjusted EBITDA for the reportable segments with a corresponding increase in corporate expense, resulting in no impact to Consolidated Adjusted EBITDA.

29

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition, results of operations, liquidity and capital resources should be read in conjunction with, and is qualified in its entirety by, the unaudited Condensed Consolidated Financial Statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2013.

EXECUTIVE SUMMARY

Pinnacle Entertainment, Inc. (“Pinnacle”) is an owner, operator and developer of casinos and related hospitality and entertainment facilities. We own and operate 15 gaming entertainment properties, located in Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada and Ohio. We also hold a majority interest in the racing license owner, as well as a management contract, for Retama Park Racetrack outside of San Antonio, Texas. In addition to these properties, we own and operate a live and televised poker tournament series under the trade name Heartland Poker Tour. We aggregate into the following reportable segments:

Midwest segment, which includes:	Location
Ameristar Council Bluffs	Council Bluffs, Iowa
Ameristar East Chicago	East Chicago, Indiana
Ameristar Kansas City	Kansas City, Missouri
Ameristar St. Charles	St. Charles, Missouri
Belterra	Florence, Indiana
Belterra Park	Cincinnati, Ohio
River City	St. Louis, Missouri
South segment, which includes:	Location
Ameristar Vicksburg	Vicksburg, Mississippi
Boomtown Bossier City	Bossier City, Louisiana
Boomtown New Orleans	New Orleans, Louisiana
L'Auberge Baton Rouge	Baton Rouge, Louisiana
L'Auberge Lake Charles	Lake Charles, Louisiana
West segment, which includes:	Location
Ameristar Black Hawk	Black Hawk, Colorado
Cactus Petes	Jackpot, Nevada
Horseshu	Jackpot, Nevada

We own and operate gaming entertainment properties, all of which include gaming and dining facilities, and most of which include hotel, retail and other amenities. In addition, we manage a racetrack and own and operate a poker tour. Our operating results are highly dependent on the volume of customers at our properties, which, in turn, affects the price we can charge for our hotel rooms and other amenities. While we do provide casino credit in several gaming jurisdictions, most of our revenue is cash-based, with customers wagering with cash or paying for non-gaming services with cash or credit cards. Our properties generate significant operating cash flow. Our industry is capital-intensive, and we rely on the ability of our properties to generate operating cash flow to pay interest, repay debt costs and fund maintenance capital expenditures.

Our mission is to increase stockholder value. We seek to increase revenues through enhancing the guest experience by providing them with their favorite games, restaurants, hotel accommodations, entertainment and other amenities in attractive surroundings with high-quality guest service and guest rewards programs. We seek to improve cash flow by focusing on operational excellence and efficiency while meeting our guests' expectations of value. Our long-term strategy includes disciplined capital expenditures to improve and maintain our existing properties, while growing the number and quality of our facilities by pursuing gaming entertainment opportunities we can improve, develop, or acquire such as the acquisition of Ameristar Casinos, Inc. in August 2013 ("Ameristar"). We intend to diversify our guest demographics and revenue sources by

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growing our portfolio of operating properties both domestically and internationally, while remaining gaming and entertainment centric. We intend to implement these strategies either alone or with third parties when we believe it benefits our stockholders to do so. In making decisions, we consider our stockholders, guests, team members and other constituents in the communities in which we operate.

RESULTS OF OPERATIONS

The following table highlights our results of operations for the three and six months ended June 30, 2014 and 2013. As discussed in Note 10, Segment Information, to our unaudited Condensed Consolidated Financial Statements, we report segment operating results based on revenues and Adjusted EBITDA. Such segment reporting is on a basis consistent with how we measure our business and allocate resources internally. See Note 10, Segment Information, to our unaudited Condensed Consolidated Financial Statements for more information regarding our segment information. The following table highlights our Adjusted EBITDA for each segment and reconciles Consolidated Adjusted EBITDA (defined below) to income (loss) from continuing operations in accordance with U.S. GAAP.

	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014			2013
	(in millions)
Revenues:
Midwest segment (a)	$	296.4		$	87.1		576.7			174.2
South segment (b)	203.7			178.8			$	403.7		$	357.6
West segment (c)	53.7			—			104.3			—
	553.8			265.9			1,084.7			531.8
Corporate and other	1.4			1.4			3.3			2.1
Total revenues	$	555.2		$	267.3		$	1,088.0		$	533.9
Adjusted EBITDA (d):
Midwest segment (a)	$	84.2		$	23.0		174.3			45.1
South segment (b)	62.0			46.2			$	126.7		$	93.9
West segment (c)	19.1			—			37.3			—
	165.3			69.2			338.3			139.0
Corporate and other (e)	(24.7		)	(6.4		)	(44.5		)	(11.4		)
Consolidated Adjusted EBITDA (d)	$	140.6		$	62.8		$	293.8		$	127.6
Other benefits (costs):
Depreciation and amortization	(58.8		)	(22.5		)	(117.1		)	(45.7		)
Pre-opening and development costs	(6.9		)	(17.2		)	(10.3		)	(24.8		)
Non-cash share-based compensation expense	(5.5		)	(3.4		)	(8.7		)	(5.2		)
Write-downs, reserves and recoveries, net	(2.6		)	(1.8		)	(3.2		)	(2.1		)
Interest expense, net	(62.0		)	(28.3		)	(128.8		)	(56.9		)
Loss from equity method investment	—			—			—			(92.2		)
Loss on early extinguishment of debt	(8.2		)	—			(8.2		)	—
Income tax benefit (expense)	1.1			3.3			(1.1		)	4.4
Income (loss) from continuing operations	$	(2.3	)	$	(7.1	)	$	16.4		$	(94.9	)

(a) Our Midwest segment consists of Ameristar Council Bluffs, Ameristar East Chicago, Belterra, Ameristar Kansas City, Ameristar St. Charles, River City, and Belterra Park.

(b) Our South segment consists of Ameristar Vicksburg, Boomtown Bossier City, Boomtown New Orleans, L'Auberge Baton Rouge and L'Auberge Lake Charles.

(c) Our West segment consists of Ameristar Black Hawk, Cactus Petes and Horseshu.

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(d) We define Consolidated Adjusted EBITDA as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, gain (loss) on sale of equity security investments, income (loss) from equity method investments, non-controlling interest and discontinued operations. We define Adjusted EBITDA for each operating segment as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, inter-company management fees, gain (loss) on sale of certain assets, gain (loss) on early extinguishment of debt, gain (loss) on sale of discontinued operations, and discontinued operations. We define Adjusted EBITDA margin as Adjusted EBITDA for the segment divided by segment revenues. We use Consolidated Adjusted EBITDA and Adjusted EBITDA for each segment to compare operating results among our properties and between accounting periods. Consolidated Adjusted EBITDA and Adjusted EBITDA have economic substance because they are used by management as measures to analyze the performance of our business and are especially relevant in evaluating large, long-lived casino-hotel projects because they provide a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We eliminate the results from discontinued operations at the time they are deemed discontinued. We also review pre-opening and development expenses separately, as such expenses are also included in total project costs when assessing budgets and project returns, and because such costs relate to anticipated future revenues and income. We believe that Consolidated Adjusted EBITDA and Adjusted EBITDA are useful measures for investors because they are indicators of the performance of ongoing business operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value of companies within our industry. In addition, our credit agreement and bond indentures require compliance with financial measures similar to Consolidated Adjusted EBITDA. Consolidated Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, or as an alternative to any other measure provided in accordance with GAAP. Our calculations of Adjusted EBITDA and Consolidated Adjusted EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(e) Corporate expenses represent unallocated payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. Other includes the Retama Park Racetrack (which we manage) and the Heartland Poker Tour.

Change to Corporate Expense Accounting Methodology

Beginning in the third quarter of 2013, we changed the methodology used to allocate corporate expenses to our reportable segments. Historically, we allocated direct and some indirect expenses incurred at the corporate headquarters to each property. Expenses incurred at the corporate headquarters that were related to property operations, but not directly attributable to a specific property, were allocated, typically on a pro rata basis, to each property. Only the remaining corporate expenses that were not related to an operating property were retained in the Corporate expense category. Under our new methodology, only corporate expenses that are directly attributable to a property are allocated to each applicable property. All other costs incurred relating to management and consulting services provided by corporate headquarters to the properties are now allocated to those properties based on their respective share of the monthly consolidated net revenues in the form of a management fee. The corporate management fee is excluded in the calculation of segment Adjusted EBITDA and is completely eliminated in any consolidated financial results. The change in methodology increases Adjusted EBITDA and the related margin for the reportable segments with a corresponding increase in corporate expense, resulting in no impact to Consolidated Adjusted EBITDA.

Consolidated Overview

In the 2014 second quarter, consolidated loss from continuing operations was $2.3 million, consolidated revenues increased by $287.9 million, or 107.7% year over year, to $555.2 million, and Consolidated Adjusted EBITDA was $140.6 million, an increase of $77.7 million, or 123.8%, year over year. For the three and six months ended June 30, 2014, results reflect revenues of $279.8 million and $559.7 million, respectively, and Adjusted EBITDA of $93.0 million and $194.4 million, respectively, from the operations of the acquired Ameristar properties.

The Company’s revenue consists mostly of gaming revenue, which is primarily from slot machines and to a smaller extent, table games. The slot revenue represented approximately 79% and 78% of gaming revenue in 2013 and 2012, respectively. In analyzing the performance of our properties, the key indicators related to gaming revenue are slot handle and table game drop (which are volume indicators) and win or hold percentage.

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Slot handle represents the total amount wagered in a slot machine, and table games drop represents the total amount of cash and net markers issued that are deposited in gaming table drop boxes. Win represents the amount of wagers retained by us and recorded as casino revenue, and hold represents win as a percentage of slot handle or table games drop. Given the stability in our slot hold percentages, we have not experienced any significant impact on our results from operations as a result of changes in hold percentages.

For table games, customers usually purchase cash chips at the gaming tables. The cash and markers (extensions of credit granted to certain credit worthy customers) are deposited in the gaming table’s drop box. Table game win is the amount of drop that is retained and recorded as casino gaming revenue, with liabilities recognized for funds deposited by customers before gaming play occurs and for unredeemed gaming chips. Our table game hold percentages are fairly stable. Therefore, changes in table game hold percentages do not typically have a material impact on our earnings.

Segment comparison of the three and six months ended June 30, 2014 and 2013

Midwest Segment

	For the three months ended June 30,				Percentage change		For the six months ended June 30,				Percentage change
	2014		2013		2014 vs. 2013		2014		2013		2014 vs. 2013
	(in millions)
Gaming revenues	$	267.0	$	77.0	246.8	%	$	523.6	$	155.5	236.7	%
Total revenues	296.4		87.1		240.3	%	576.7		174.2		231.1	%
Operating income	48.4		14.9		224.8	%	104.7		28.2		271.3	%
Adjusted EBITDA	84.2		23.0		266.1	%	174.3		45.1		286.5	%

In the Midwest segment, revenues increased by $209.3 million, or 240.3% year over year, to $296.4 million in the 2014 second quarter. Adjusted EBITDA increased by $61.2 million or 266.1% to $84.2 million. Adjusted EBITDA margin was 28.4%, an increase of 200 basis points year over year. The addition of Ameristar properties contributed $200.4 million to Midwest segment net revenues in the 2014 second quarter. Since its May 2014 opening, Belterra Park contributed $13.6 million to Midwest segment net revenues.

For the six months ended June 30, 2014, the Midwest segment's year-over-year improvements were due to the acquisition of the Ameristar properties. Ameristar properties contributed $400.2 million to Midwest segment net revenues during the six months ended June 30, 2014.

For the three and six months ended June 30, 2014, Midwest segment revenue results were negatively affected by a generally challenging revenue environment due to persistent macroeconomic softness, the ramp up of new competition in the Cincinnati, Ohio gaming market that continues to impact the operations of Belterra Resort, and systems integration related property shutdowns at the Company's Missouri properties.

Midwest segment Adjusted EBITDA was negatively impacted by $3.7 million due to the rollout of the mychoice customerloyalty program at the Ameristar-branded properties in the segment and severance expense. Operating results were also negatively impacted by systems integration related property shutdowns at the Company's Missouri properties.

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South Segment

	For the three months ended June 30,				Percentage change		For the six months ended June 30,				Percentage change
	2014		2013		2014 vs. 2013		2014		2013		2014 vs. 2013
	(in millions)
Gaming revenues	$	181.4	$	158.8	14.2	%	$	362.3	$	320.6	13.0	%
Total revenues	203.7		178.8		13.9	%	403.7		357.6		12.9	%
Operating income	42.3		31.4		34.7	%	87.0		65.1		33.6	%
Adjusted EBITDA	62.0		46.2		34.2	%	126.7		93.9		34.9	%

In the South segment, revenues increased by $24.9 million, or 13.9% year over year, to $203.7 million in the 2014 second quarter. Adjusted EBITDA increased by $15.9 million, or 34.2% year over year, to $62.0 million. Adjusted EBITDA margin was 30.4%, an increase of 460 basis points year over year. The addition of Ameristar Vicksburg contributed $25.7 million and $55.1 million to South segment net revenues for the three and six months ended June 30, 2014.

During the three and six months ended June 30, 2014, South segment results were driven by strong revenue and cash flow performance at the Company's L'Auberge Lake Charles and L'Auberge Baton Rouge properties. L'Auberge Lake Charles delivered solid net revenue, Adjusted EBITDA and Adjusted EBITDA margin growth in the 2014 second quarter through a combination of strong regional demand trends and cost efficiencies. The property set second quarter records in Adjusted EBITDA, Adjusted EBITDA margin, cash non-gaming revenue, and table drop. The strong performance of L'Auberge Lake Charles occurred despite abnormally low table games hold percentage at the property.

L'Auberge Baton Rouge continued to ramp up its operations and refine its cost structure during the three and six months ended June 30, 2014. Adjusted EBITDA and Adjusted EBITDA margin performance of L'Auberge Baton Rouge were strong, driven by cost and marketing efficiencies. Boomtown Bossier continues to be negatively impacted by the ramp up of a new competitor that opened in the Bossier City/Shreveport gaming market in June 2013.

South segment Adjusted EBITDA was negatively impacted by $0.5 million due to a charge related to the rollout of the mychoice customer loyalty program at Ameristar Vicksburg and severance expense. Operating results was also negatively impacted by repair expenses and lost business volumes at the Company's Ameristar Vicksburg property due to water damage that required the removal of approximately half of the property's hotel rooms from service for 20 days in June 2014.

We have continued construction of a 150-guestroom hotel tower at our Boomtown New Orleans property. We originally expected the opening of the hotel tower to occur during the summer of 2014. However, the opening has been delayed due to certain construction related issues. We now expect the hotel tower to open by the end of 2014.

West Segment

	For the three months ended June 30,				Percentage change	For the six months ended June 30,				Percentage change
	2014		2013		2014 vs. 2013	2014		2013		2014 vs. 2013
	(in millions)
Gaming revenues	$	44.8	$	—	NM	$	87.5	$	—	NM
Total revenues	53.7		—		NM	104.3		—		NM
Operating income	12.3		—		NM	23.6		—		NM
Adjusted EBITDA	19.1		—		NM	37.3		—		NM

NM — Not Meaningful

West segment revenues were $53.7 million in the 2014 second quarter, and Adjusted EBITDA was $19.1 million. Adjusted EBITDA margin was 35.4%. Ameristar properties comprised 100% of West segment net revenues for the three and six months ended June 30, 2014.

West segment Adjusted EBITDA was negatively impacted by $1.1 million due to a charge related to the rollout of the mychoice player loyalty program and severance expense.

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Other factors affecting income (loss) from continuing operations

The following is a description of the other costs and benefits affecting income (loss) from continuing operations for the three and six months ended June 30, 2014 and 2013, respectively:

	For the three months ended June 30,						Percentage change		For the six months ended June 30,						Percentage change
	2014			2013			2014 vs. 2013		2014			2013			2014 vs. 2013
	(in millions)
Other (costs) benefits:
Corporate expenses and other	$	(24.7	)	$	(6.4	)	285.9	%	$	(44.5	)	$	(11.4	)	290.4	%
Depreciation and amortization	(58.8		)	(22.5		)	161.3	%	(117.1		)	(45.7		)	156.2	%
Pre-opening and development costs	(6.9		)	(17.2		)	(59.9	)%	(10.3		)	(24.8		)	(58.5	)%
Share-based compensation expense	(5.5		)	(3.4		)	61.8	%	(8.7		)	(5.2		)	67.3	%
Write-downs, reserves and recoveries, net	(2.6		)	(1.8		)	44.4	%	(3.2		)	(2.1		)	52.4	%
Loss from equity method investment	—			—			NM		—			(92.2		)	NM
Loss on early extinguishment of debt	(8.2		)	—			NM		(8.2		)	—			NM
Interest expense, net	(62.0		)	(28.3		)	119.1	%	(128.8		)	(56.9		)	126.4	%
Income tax benefit (expense)	1.1			3.3			(66.7	)%	(1.1		)	4.4			(125.0	)%

NM — Not Meaningful

Corporate expenses and other is principally comprised of corporate overhead expenses, the Heartland Poker Tour and the Retama Park management operations. For the three and six months ended June 30, 2014, the increase in corporate expenses was driven by the acquisition of Ameristar, the change in allocation methodology for corporate expenses, implemented in the 2013 third quarter, and $3.6 million in additional expenses from referendum opposition costs and severance. The increase in corporate expenses was partially offset by the realization of synergies from the Ameristar merger and integration.

Depreciation and amortization expense increased for the three and six months ended June 30, 2014, as compared to the prior-year periods due to the acquisition of Ameristar and the opening of Belterra Park in May 2014.

Pre-opening and development costs for the three and six months ended June 30, 2014 and 2013 consists of the following:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Ameristar acquisition	$	2.0	$	16.6	$	2.4	$	23.3
Belterra Park	4.7		0.1		7.4		0.3
Other	0.2		0.5		0.5		1.2
Total pre-opening and development costs	$	6.9	$	17.2	$	10.3	$	24.8

Share-based compensation expense for the three and six months ending June 30, 2014 increased primarily due to new stock awards to employees associated with the Ameristar transaction.

Write-downs, reserves and recoveries consist of $2.6 million and $3.2 million in losses during the three and six months ended June 30, 2014, respectively. The losses related to a $2.9 million lease abandonment charge from the consolidation of our

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Las Vegas headquarters recognized during the second quarter of 2014, offset by gains during the three months ended June 30, 2014, and net losses from the disposal of slot and other equipment at our properties in the normal course of business during the six months ended June 30, 2014. During the three and six months ended June 30, 2013, we recognized net losses of $1.8 million and $2.1 million, respectively, related primarily to a $1.1 million second quarter impairment charge on our Sales Tax Anticipation Revenue ("STAR") bonds, issued by Reno, Nevada and the disposal of slot and other equipment at our properties in the normal course of business.

Interest expense consists of the following:

	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014			2013
	(in millions)
Interest expense	$	62.9		$	29.2		$	131.5		$	58.3
Interest income	(0.1		)	(0.1		)	(0.2		)	(0.2		)
Capitalized interest	(0.8		)	(0.8		)	(2.5		)	(1.2		)
Total interest expense, net	$	62.0		$	28.3		$	128.8		$	56.9

The increase in gross interest expense is attributable to the additional debt incurred to fund our acquisition of Ameristar and other development projects. The increase in capitalized interest for the six months ended June 30, 2014 is attributable to interest expense capitalization on our recently completed Belterra Park development and a hotel tower development at our Boomtown New Orleans property, which is currently expected to open by the end of 2014.

Loss on equity method investment:We have a minority ownership interest in Asian Coast Development (Canada), Ltd. ("ACDL"). During 2013, we recorded impairments of approximately $94.0 million, of which $92.2 million was recognized during the six months ended June 30, 2013, fully impairing the remaining asset carrying value of our investment in ACDL.

Loss on early extinguishment of debt: During the second quarter of 2014, we incurred a $8.2 million loss related to the redemption of our then existing Tranche B-1 term loans. The loss included the write off of previously unamortized debt issuance costs and original issuance discount costs.

Income taxes: Our effective tax rate for continuing operations for the three and six months ended June 30, 2014 was 32.1%, or a benefit of $1.1 million, and 6.3% , or an expense of $1.1 million, respectively, as compared to an effective tax rate of 31.9%, or a benefit of $3.3 million, and 4.4% or a benefit of $4.4 million, respectively, for the corresponding prior-year periods. Our tax rate differs from the statutory rate of 35.0% due to the effects of permanent items, the recording of a valuation allowance release, deferred tax expense on tax amortization of indefinite-lived intangible assets, state taxes and a reserve for unrecognized tax benefits. Our income tax rate for the three and six months ended June 30, 2014 included a tax benefit from the release of $3.0 million of our valuation allowance as a result of additional deferred tax liabilities recognized from the preparation of the Ameristar pre-acquisition tax returns during the second quarter of 2014. Our state tax provision represents taxes in the jurisdiction of Indiana, Louisiana and the city jurisdictions in Missouri where we have no valuation allowance.

Discontinued operations: Discontinued operations consists of disposal groups classified as held for sale and measured at the lower of its carrying value or the fair value less cost to sell.

Lumiere Place Casino and Hotels:In August 2013, we entered into an Equity Interest Purchase Agreement with Tropicana St. Louis LLC, an affiliate of Tropicana Entertainment, Inc. (“Tropicana”), to sell the ownership interests in certain of our subsidiaries, which own and operate the Lumiére Place Casino, the Four Seasons Hotel St. Louis and HoteLumiére and related excess land parcels in St. Louis, Missouri. In April 2014, we completed the sale of the ownership interests in these subsidiaries for cash consideration of $252.3 million, net of approximately $11.0 million in cash acquired by the buyer, subject to a net working capital. In July 2014, we agreed to a final working capital adjustment in which we refunded approximately $2.0 million in cash proceeds back to the buyer.

Ameristar Casino Lake Charles: In July 2013, we entered into an agreement to sell all of the equity interests of Ameristar Casino Lake Charles, LLC ("Ameristar Lake Charles"), which was developing the Ameristar Lake Charles development project. In November 2013, we closed the sale of the equity interests of Ameristar Lake Charles. At closing, we received approximately $180 million in cash that excludes $35 million of deferred consideration, of which $25 million is restricted cash subject to release by the Louisiana Gaming Control Board and $10 million is in the form of a note receivable from the buyer

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due in July 2016. In April 2014, the Louisiana Gaming Control Board approved a resolution releasing us from the requirement to hold the $25 million of restricted cash.

Boomtown Reno: We continue to hold approximately 810 acres of remaining excess land surrounding Boomtown Reno as a discontinued operation. Other than minimal costs associated with the remaining excess land, we expect no material financial impact from the Boomtown Reno operations.

Atlantic City: During the third quarter of 2013, we completed the sale of our land holdings in Atlantic City, New Jersey for total consideration of approximately $29.5 million. We expect no material ongoing financial impact from Atlantic City.

Springfield, Massachusetts:We own approximately 40 acres of land in Springfield, Massachusetts, originally purchased by Ameristar Casinos, Inc. in January 2012 as the site of a possible future casino resort. During the first quarter of 2014, we entered into an option agreement to sell this land.

Total discontinued operations: Revenues and net loss from discontinued operations are summarized as follows:

	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014		2013
	(in millions)
Revenues	$	—		$	48.8		$	41.0	$	95.0
Income (loss) before income taxes	(0.1		)	5.1			0.2		9.2
Income tax benefit (expense)	0.1			(3.1		)	0.1		(4.8		)
Income from discontinued operations, net of taxes	$	—		$	2.0		$	0.3	$	4.4

Net assets for entities and operations included in discontinued operations are summarized as follows:

	June 30, 2014		December 31, 2013
	(in millions)
Assets:
Land, buildings, vessels and equipment, net	$	13.0	$	275.3
Other assets, net	12.6		47.2
Total assets	$	25.6	$	322.5
Liabilities:
Total liabilities	$	4.3	$	26.1
Net assets	$	21.3	$	296.4

Customer Loyalty Programs

We offer incentives to our customers through our mychoice customer loyalty program. Under the mychoice customer loyalty program, customers earn points based on their level of play that may be redeemed for various benefits, such as cash back, dining, or hotel stays, among others. The reward credit balance under the plan will be forfeited if the customer does not earn any reward credits over the prior six-month period. In addition, based on their level of play, customers can earn additional benefits without redeeming points, such as a car lease, among other items.

We accrue a liability for the estimated cost of providing these benefits as the benefits are earned. Estimates and assumptions are made regarding cost of providing the benefits, breakage rates, and the mix of goods and services customers will choose. We use historical data to assist in the determination of estimated accruals. Changes in estimates or customer redemption habits could produce significantly different results. At June 30, 2014 and December 31, 2013, we had accrued $32.7 million and $18.9 million, respectively, for the estimated cost of providing mychoice benefits. As of December 31, 2013, we had accrued $12.8 million for the estimated cost of providing benefits under Ameristar customer loyalty program. In April 2014, we expanded the mychoice loyalty program to all Ameristar properties as part of the integration of the Ameristar properties, and now we offer benefits solely through the mychoice customer loyalty program. The accrual increased in 2014 primarily as a result of the addition of customer loyalty program members associated with the Ameristar properties.

LIQUIDITY AND CAPITAL RESOURCES

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As of June 30, 2014, we held $166.7 million of cash and cash equivalents and $5.7 million of restricted cash. As of June 30, 2014, we had approximately $573.6 million drawn on our $1.0 billion revolving credit facility and had approximately $12.7 million committed under various letters of credit.

We generally produce significant positive cash flows from operations, though this is not always reflected in our reported net income due to large non-cash charges such as depreciation. However, our ongoing liquidity will depend on a number of factors, including available cash resources, cash flow from operations, funding of construction of our development projects and our compliance with covenants contained in our amended and restated credit agreement and the indentures governing our senior subordinated notes and senior notes.

	For the six months ended June 30,						Percentage Increase/(Decrease)
	2014			2013			2014 vs. 2013
	(in millions)
Net cash provided by operating activities	$	134.3		$	76.6		75.3	%
Net cash provided by (used in) investing activities	$	109.1		$	(111.9	)	(197.5	)%
Net cash (provided by) used in financing activities	$	(275.4	)	$	19.7		NM

NM — Not Meaningful

Operating Cash Flow

Our cash provided by operating activities increased for the six months ended June 30, 2014, as compared to the prior-year period, as a result of the August 2013 acquisition of Ameristar.

Investing Cash Flow

The following is a summary of our capital expenditures by segment or development project:

	For the six months ended June 30,
	2014		2013
	(in millions)
Midwest segment	$	112.8	$	59.7
South segment	26.6		41.8
West segment	2.4		—
Other	7.9		4.9
Total capital expenditures	$	149.7	$	106.4

We recently completed and opened our Belterra Park property in May 2014. We have a guaranteed maximum price agreement of $119.6 million with the general contractor for Belterra Park. As of June 30, 2014, we have spent approximately $185.4 million of the $209 million budget, excluding land and capitalized interest costs.

We commenced construction of a 150-guestroom hotel tower at our Boomtown New Orleans property. As of June 30, 2014, we spent approximately $16.3 million to date of the $20 million budget, excluding land and capitalized interest costs. We expect the project will remain on budget, however the opening has been delayed due to certain construction related issues. We now expect the hotel tower to open by the end of 2014.

During the fourth quarter of 2012, we began an extensive room-remodeling program at our L'Auberge Lake Charles property. As of June 30, 2014, we spent approximately $40.1 million of the $46.3 million budget. The first phase of the room-remodeling program was completed in 2013 and the second phase was recently completed in the current fiscal year. The third and final phase will be completed in the second half of 2014.

Our intention is to use existing cash resources, expected cash flows from operations and funds available under our Credit Facility to fund operations, maintain existing properties, make necessary debt service payments, and fund the development of

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our projects. In the event that our future cash flows from operations do not match the levels we currently anticipate, whether due to downturns in the economy or otherwise, we may need to raise funds through the capital markets, if possible.

Our ability to borrow under our Credit Facility is contingent upon, among other things, meeting customary financial and other covenants. If we are unable to borrow under our Credit Facility, or if our operating results are adversely affected because of a reduction in consumer spending, or for any other reason, our ability to maintain our existing properties or complete our ongoing projects may be affected unless we sell assets, enter into leasing arrangements, or take other measures to find additional financial resources. There is no certainty that we will be able to do so on terms that are favorable to the Company or at all.

We may face significant challenges if conditions in the economy and financial markets worsen, the effect of which could adversely affect consumer confidence and the willingness of consumers to spend money on leisure activities. Because of the current economic environment, certain of our customers may curtail the frequency of their visits to our casinos and may reduce the amounts they wager and spend when compared to similar statistics in better economic times. All of these effects could have a material adverse effect on our liquidity.

Financing Cash Flow

Credit Facility

In August 2013, we entered into an Amended and Restated Credit Agreement ("Credit Facility"), which consists of (i) $1.6 billion of term loans comprised of $500 million of Tranche B-1 term loans and $1.1 billion in Tranche B-2 term loans and (ii) a $1 billion revolving credit commitment. As of June 30, 2014, we had approximately $573.6 million drawn under the $1 billion revolving credit facility and approximately $12.7 million committed under various letters of credit under our Credit Facility. The Credit Facility was entered into in connection with the merger with Ameristar (the "Merger") and replaced our Fourth Amended and Restated Credit Agreement, as amended. As of June 30, 2014, we fully repaid the outstanding principal balances of our Tranche B-1 term loans.

Since completing the Merger, the Company has retired approximately $662 million of aggregate principal amount of term loans through June 2014, including the aggregate principal outstanding of Tranche B-1 term loans, for a net total principal reduction of approximately $453 million after giving effect to incremental revolving credit facility drawings during that time period. Among other sources, proceeds from the sale of Ameristar Lake Charles in November 2013, proceeds from the sale of the Lumiére Place Casino and Hotels in April 2014 and $25 million in proceeds from the April 2014 Louisiana Gaming Control Board resolution relieving us of the requirement to hold restricted cash in connection with the Golden Nugget Lake Charles development were used to repay aggregate principal amounts outstanding on our term loans.

Subject to acceleration and mandatory pre-payment provisions in the Credit Facility, the outstanding loans are due to be paid as follows: (i) the revolving credit loans are due and payable in full on August 13, 2018; and (ii) the Tranche B-2 term loans are subject to 0.25% quarterly principal amortization requirements and the remaining principal outstanding is due and payable in full on August 13, 2020; provided, that such date shall be accelerated to November 15, 2019, if any portion of our 8.75% Senior Subordinated Notes due 2020 are outstanding on November 19, 2019.

The Credit Facility permits us, in the future, to increase the commitments under the revolving credit facility and to obtain term loan commitments, in each case from existing or new lenders that are willing to commit to such an increase, so long as we are in pro-forma compliance with the Credit Facility's financial and other covenants, including a consolidated senior secured debt ratio and a consolidated total leverage ratio.

The proceeds of the Credit Facility may be used to: (i) pay the consideration for the Merger; (ii) repay in full all existing indebtedness of Pinnacle, Ameristar and their respective subsidiaries as of the date of the Credit Facility, other than specified existing indebtedness and other indebtedness permitted to remain outstanding under the terms of the Credit Facility; (iii) pay the fees, costs and expenses related to the transactions contemplated by the Credit Facility, the loan documents related thereto and the acquisition documents related to the Merger; and (iv) for the working capital and general corporate purposes of Pinnacle and its subsidiaries.

The Credit Facility requires quarterly repayments with respect to the term loans in amounts equal to 0.25% of the outstanding principal of such loans. We are obligated to make mandatory prepayments of indebtedness under the Credit Facility from the net proceeds of certain debt offerings, certain asset sales and dispositions and certain casualty events, subject in certain cases to its right to reinvest proceeds. In addition, we will be required to prepay borrowings under the Credit Facility

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with a percentage of our “excess cash flow” (as defined in the Credit Facility). We have the option to prepay all or a portion of the indebtedness under the Credit Facility at any time without penalty.

The term loans bear interest, at our option, at either a LIBOR rate plus 2.75% or at a base rate plus 1.75% and in no event will the LIBOR rate be less than 1.00%. The revolving credit facility bears interest, at our option, at either a LIBOR rate plus a margin ranging from 1.75% to 2.75% or at a base rate plus a margin ranging from 0.75% to 1.75%, in either case based on our consolidated total leverage ratio, which in general is the ratio of consolidated total debt (less excess cash, as defined in the Credit Facility) to annualized adjusted EBITDA.

The Credit Facility has, among other things, financial covenants and other affirmative and negative covenants. As of June 30, 2014, the Credit Facility requires compliance with the following ratios so long as there are outstanding borrowings under our revolving credit facility: (1) maximum consolidated total leverage ratio of 7.75 to 1.00 (as defined in the Credit Facility); (2) minimum consolidated interest coverage ratio (as defined in the Credit Facility) of 2.00 to 1.00; and (3) maximum consolidated senior secured debt ratio (as defined in the Credit Facility) of 3.50 to 1.00. In addition, the Credit Facility has covenants that limit the amount of senior unsecured debt we may incur to $3.5 billion, unless our maximum consolidated total leverage ratio is less than 6.00 to 1.00. The maximum consolidated total leverage ratio and maximum senior secured debt ratio are subject to change at each fiscal quarter until December 31, 2017. As of June 30, 2014, we were in compliance with each of these ratios, and compliance with these ratios does not have a material impact on our financial flexibility, including our ability to incur new indebtedness.

The obligations under the Credit Facility are secured by most of our assets and the assets of our domestic restricted subsidiaries, including a pledge of the equity interests in our domestic subsidiaries (except where such pledge is prohibited by gaming regulations) and, if and when formed or acquired, by a pledge of up to 66% of the then-outstanding equity interests of our foreign restricted subsidiaries. Subsidiaries with approximately $62.7 million in total assets as of June 30, 2014, (which includes a subsidiary that owns a majority interest in the license of Retama Park Racetrack, among others) and each of our foreign subsidiaries are currently unrestricted subsidiaries for purposes of the Credit Facility.

The Credit Facility provides for customary events of default, in certain cases with corresponding grace periods, including payment defaults, cross defaults with certain other indebtedness to third parties, breaches of covenants and bankruptcy events. In the case of a continuing event of default, the lenders may, among other remedies, accelerate the payment of all obligations due from us to the lenders, charge the default rate of interest on all then outstanding or thereafter incurred obligations, and terminate the lenders’ commitments to make any further loans or issue any further letters of credit. In the event of certain defaults, the commitments of the lenders will be automatically terminated and all outstanding obligations of the Company will automatically become due. In addition, the lenders may take possession of, and enforce our rights with respect to, our collateral, including selling the collateral.

Senior and Senior Subordinated Indebtedness

As of June 30, 2014, we had outstanding $350 million aggregate principal amount of 8.75% senior subordinated notes due 2020 (“8.75% Notes”), $325 million aggregate principal amount of 7.75% senior subordinated notes due 2022 (“7.75% Notes”), $850 million aggregate principal amount of 6.375% senior notes due 2021 (“6.375% Notes”), and $1.040 billion aggregate principal amount of 7.50% senior notes due 2021 (“7.50% Notes”).

6.375% Senior Notes due 2021

On August 5, 2013, we closed an offering of $850 million of 6.375% Notes, which offering was done by PNK Finance Corp., a wholly-owned unrestricted subsidiary of Pinnacle under the Company's indentures and Credit Facility. The 6.375% Notes were issued in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended ("Securities Act"), at a price equal to par. Net of the initial purchasers' fees and various costs and expenses, net proceeds from the offering were approximately $835 million. We used the net proceeds from the offering together with the proceeds from our Credit Facility (which is described above), to finance the aggregate cash consideration for the merger with Ameristar, pay transaction fees and expenses, redeem our 8.625% Senior Unsecured Notes due 2017 and provide working capital and funds for general corporate purposes.

In connection with the offering of the 6.375% Notes, we filed a Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the "Securities Act"), in April 2014 to exchange the 6.375% Notes for a new issue of substantially identical notes registered under the Securities Act. The 6.375% Notes bear interest at a rate of 6.375% per year, payable semi-annually in arrears in cash on February 1 and August 1, commencing on February 1, 2014. The 6.375% Notes will mature on August 1, 2021.

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Upon the consummation of the Merger, PNK Finance Corp. merged with and into the Company and ceased to be a separate entity. In addition, upon consummation of the Merger, Pinnacle and certain of its subsidiaries (including certain subsidiaries that were subsidiaries of Ameristar prior to the consummation of the Merger) (collectively referred to as the "Note Guarantors"), the Company assumed the obligations of PNK Finance Corp., and the Note Guarantors guaranteed the obligations of Pinnacle thereunder.

7.50% Senior Notes due 2021

The 7.50% Notes bear interest at a rate of 7.50% per year, payable semi-annually in arrears in cash on April 15 and October 15. The 7.50% Notes mature on April 15, 2021. The 7.50% Notes and the guarantees of the 7.50% Notes are senior unsecured obligations of Pinnacle and the Note Guarantors, respectively, and rank equally with or senior to, in right of payment, all existing or future unsecured indebtedness of Pinnacle and each Guarantor, respectively, but will be effectively subordinated in right of payment to the Credit Facility and any future secured indebtedness, to the extent of the value of the assets securing such indebtedness.

8.75% Senior Subordinated Notes due 2020 and 7.75% Senior Subordinated Notes due 2022

The 8.75% Notes and 7.75% Notes are unsecured senior subordinated obligations and rank subordinate in right of payment to all of our and our subsidiary guarantors' existing and future indebtedness, except indebtedness that expressly provides that it ranks equal or subordinate in right of payment to the 8.75% Notes and 7.75% Notes. The 8.75% Notes and 7.75% Notes are guaranteed on a senior subordinated basis by certain of our current and future domestic restricted subsidiaries. The 8.75% Notes and the 7.75% Notes are subordinated to our 6.375% Notes, 7.50% Notes and our Credit Facility.

The 6.375% Notes and 7.50% Notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future senior debt, including debt under our Credit Facility. The 6.375% Notes and 7.50% Notes are, however, effectively subordinated to our Credit Facility, which is secured by a first priority lien, as well as any other secured debt which may be issued in the future. The 6.375% Notes and 7.50% Notes are guaranteed on a senior basis by certain of our current and future domestic restricted subsidiaries. The 6.375% Notes and 7.50% Notes rank senior to our 8.75% Notes and 7.75% Notes.

Under the indenture governing the 6.375% Notes, among other debt baskets, we are permitted to incur the greater of $3.0 billion or 3.5x Consolidated EBITDA (as defined in the indenture) in senior indebtedness and secured indebtedness. Under the indenture governing the 7.50% Notes, among other baskets, we are permitted to incur the greater of $1.8 billion or 3.5x Consolidated EBITDA (as defined in the indenture) in senior indebtedness and secured indebtedness. Under the indentures governing the 8.75% Notes and 7.75% Notes, we are permitted to incur the greater of $1.5 billion or 2.5x Consolidated EBITDA (as defined in the indentures) in senior indebtedness. Under these senior secured indebtedness baskets, we are permitted in certain circumstances to incur senior unsecured indebtedness. In addition, the indentures include other debt incurrence baskets, including a permitted refinancing basket and a general debt basket, the most restrictive of which permits the greater of $100 million or 5% of Consolidated Net Tangible Assets (as defined in the 7.50% Indenture). Under the indentures, we may also incur additional indebtedness if, after giving effect to the indebtedness proposed to be incurred, our Consolidated Coverage Ratio (essentially, a ratio of adjusted EBITDA to interest expense) for a trailing four-quarter period on a pro forma basis (as defined in the indentures) would be at least 2.0 to 1.0. Our Consolidated Coverage Ratio (as defined in the indentures) was above 2.0 to 1.0 as of June 30, 2014.

As part of the consent solicitation in connection with the 7.50% Notes, we agreed to certain amendments to the indenture governing the 7.50% Notes that have the effect of reducing our capacity to make payments on subordinated obligations, make dividends or distributions and repurchase stock, make investments and make other restricted payments from and after the closing of the Ameristar transaction. In particular, the amendments reduce the restricted payment capacity based on Consolidated Net Income (as defined in the indenture) to zero effective immediately after the effective time of the Ameristar transaction and the general restricted payment basket to $75 million from $150 million under the indenture governing the 7.50% Notes. We also obtained the consent from holders of the 7.50% Notes to amend the indenture to provide that to the extent that the net proceeds of the sale of the Ameristar Lake Charles development and Lumiére Place Casino and Hotels are used to repay indebtedness under our Credit Facility, such repayment will reduce dollar-for-dollar the $1.8 billion threshold amount only but not the 3.50x Consolidated EBITDA threshold amount, in determining the amount of indebtedness permitted to be incurred under our Credit Facility pursuant to the indenture governing the 7.50% Notes.

The 7.50% Notes, the 8.75% Notes, 6.375% Notes, and 7.75% Notes become callable at a premium over their face amount on April 15, 2015, May 15, 2015, August 5, 2016, and April 1, 2017, respectively. Such premiums decline periodically as the

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notes progress towards their respective maturities. All of our notes are redeemable prior to their first call dates at a price that reflects a yield to the first call that is equivalent to the applicable Treasury bond yield plus 0.5 percentage points.

As of June 30, 2014, we were in compliance with the financial covenant ratios under the Credit Facility and indentures governing the Company's 8.75% Notes, 7.75% Notes, 6.375% Notes and 7.50% Notes and compliance with these financial covenant ratios does not have a material impact on our financial flexibility, including our ability to incur new indebtedness based on our operating plans.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

There were no material changes during the three months ended June 30, 2014 to our contractual obligations and commitments as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013.

CRITICAL ACCOUNTING ESTIMATES

A description of our critical accounting estimates can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2013. For a more extensive discussion of our accounting policies, see Note 1, “Summary of Significant Accounting Policies,” in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013. There were no newly identified critical accounting policies and estimates in the first quarter of 2014, nor were there any material changes to the critical accounting policies and estimates discussed in our Annual Report on Form 10-K for the year ended December 31, 2013.

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FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides certain “safe harbor” provisions for forward-looking statements. Except for the historical information contained herein, the matters addressed in this Quarterly Report on Form 10-Q, as well as in other reports filed with or furnished to the SEC or statements made by us, may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may provide oral or written forward-looking statements in our other periodic reports on Form 10-Q, Form 8-K, Form 10-K, press releases and other materials released to the public. All forward-looking statements made in this Quarterly Report on Form 10-Q and any documents we incorporate by reference are made pursuant to the Act. Words such as, but not limited to, “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “could,” “may,” “will,” “should,” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements, which may include, without limitation, statements regarding expected results of operations and future operating performance and future growth, adequacy of resources to fund development and expansion projects, liquidity, financing options, including the state of the capital markets and our ability to access the capital markets, the state of the credit markets and economy, cash needs, cash reserves, operating and capital expenses, expense reductions, the sufficiency of insurance coverage, anticipated marketing costs at various projects, the expected benefits of the Company’s marketing programs and rollout of the mychoice player loyalty program to all of the Company's properties; the future outlook of Pinnacle and the gaming industry and pending regulatory and legal matters, the ability of the Company to continue to meet its financial and other covenants governing its indebtedness, the expected synergies, cost savings and benefits of the Ameristar transaction, including the expected accretive effect of the transaction on the Company’s financial results and profit, the anticipated benefits of geographic diversity from the Ameristar transaction and the expected results of Ameristar’s gaming properties, prospective performance and opportunities, the budgets, completion and opening schedules of the Company’s various projects, the facilities, features and amenities of the Company’s various projects, the ability of the Company to sell or otherwise dispose of discontinued operations, the Company's anticipated future capital expenditures, the Company's ability to successfully implement marketing programs to increase revenue at the Company's properties, the Company's ability to achieve the expected financial objectives and returns of L'Auberge Baton Rouge and Belterra Park, the Company's ability to improve operations and performance at Belterra Park, and the ability of ACDL's Vietnamese subsidiary to operate the property, are all subject to a variety of risks and uncertainties that could cause actual results to differ materially from those anticipated by us. This can occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Factors that may cause our actual performance to differ materially from that contemplated by such forward-looking statements include, among others, the various risk factors discussed above, in addition to general domestic and international economic and political conditions as well as market conditions in our industry. For more information on the potential factors that could affect our operating results and financial condition in addition to the risk factors described above, review our other filings (other than any portion of such filings that are furnished under applicable SEC Rules rather than filed) with the SEC, including this quarterly report on Form 10-Q, our Annual Report on Form 10-K and the risk factors described therein. Factors that may cause our actual performance to differ materially from that contemplated by such forward-looking statements include, among others:

• our business is particularly sensitive to reductions in consumers' discretionary spending as a result of any downturns in the economy or other changes we cannot accurately predict;

• the gaming industry is competitive and increased competition, including through legislative legalization or expansion of gaming by states in or near where we own properties or through Native American gaming facilities and Internet gaming, could adversely affect our financial results;

• we face risks associated with growth and acquisitions;

• we expect to incur substantial expenses related to the integration of Ameristar’s business into our business and our future results could suffer if we cannot effectively manage the expanded operations following the transaction;

• we have significantly more debt after the Ameristar acquisition than we historically had and we may not be able to service the debt or obtain adequate financing to execute our operating strategy;

• we may experience an impairment of its goodwill which could adversely affect our financial condition and results of operations;

• our present indebtedness and projected future borrowings could adversely affect our financial health; future cash flows may not be sufficient to meet our obligations, and we may have difficulty obtaining additional financing; and we may experience adverse effects of interest rate fluctuations;

• our indebtedness imposes restrictive covenants on us;

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• to service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control and our ability to obtain additional financing on commercially reasonable terms may be limited;

• our substantial development plans for capital-intensive projects will require us to borrow significant amounts under our amended and restated credit facility and, depending on which projects are pursued to completion, may cause us to incur substantial additional indebtedness;

• subsequent phases to certain of our existing projects and potential enhancements at our properties may require us to raise additional capital;

• insufficient or lower-than-expected results generated from our new developments and acquired properties may negatively affect the market for our securities;

• rising operating costs at our gaming properties could have a negative impact on our business;

• the global financial crisis and recession have affected our business and financial condition, and may continue to affect us in ways that we currently cannot accurately predict;

• we derive a large portion of our revenues from our casinos located in Louisiana and Missouri and are especially subject to certain risks, including economic and competitive risks, associated with the conditions in those areas and in the states from which we draw patrons;

• we are engaged from time to time in one or more construction and development projects, and many factors could prevent us from completing them as planned, including the escalation of construction costs beyond increments anticipated in our construction budgets;

• our industry is highly regulated, which makes us dependent on obtaining and maintaining gaming licenses and subjects us to potentially significant fines and penalties;

• potential changes in the regulatory environment could harm our business, including legislation prohibiting tobacco smoking;

• our operations are largely dependent on the skill and experience of our management and key personnel. The loss of management and other key personnel could significantly harm our business, and we may not be able to effectively replace members of management who have left the Company;

• we face many other risks associated with our minority interest investment in ACDL, such as Ho Tram Project Company Limited's ability to operate the property, and business and regulatory risks, among other risks, inherent in investing in an entity conducting gaming operations in Vietnam;

• we operate in a highly taxed industry and it may be subject to higher taxes in the future. If the jurisdictions in which we operate increase gaming taxes and fees, our operating results could be adversely affected;

• adverse weather conditions, road construction, gasoline shortages and other factors affecting our facilities and the areas in which we operating could make it more difficult for potential customers to travel to our properties and deter customers from visiting our properties;

• our results of operations and financial condition could be materially adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war and terrorism;

• natural disasters have made it more challenging for us to obtain similar levels of Weather Catastrophe Occurrence/Named Windstorm, Flood and Earthquake insurance coverage for our properties;

• we may incur property or other losses that are not adequately covered by insurance, which may harm our results of operations;

• our reputation and business may be harmed from cyber security events (including breaches and attacks) and we may be subject to legal claims if there is a loss, disclosure or misappropriation of or access to our customers' or our business partners' or our team members' or own information or other breaches of our information;

• our gaming operations rely heavily on technology services and an uninterrupted supply of electrical power. Our security system and all of our slot machines are controlled by computers and reliant on electrical power to operate;

• some of our casinos are located on leased property. If we default on one or more leases, the applicable lessor could terminate the affected leases and we could lose possession of such affected casinos;

• we are subject to litigation which, if adversely determined, could cause us to incur substantial losses;

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• work stoppages, organizing drives and other labor problems could interrupt our future profits;

• we face environmental and archaeological regulation of our real estate;

• climate change, regulations and greenhouse effects could adversely impact our operations and markets;

• we are subject to extensive governmental regulations that impose restrictions on the ownership and transfer of our securities; and

• the market price for our common stock may be volatile, and you may not be able to sell our stock at a favorable price or at all.

For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, please see the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" sections contained in this Quarterly Report on Form 10-Q, as well as the "Risk Factors" and "Management Discussion and Analysis of Financial Condition and Results of Operations" sections contained in our Annual Report on Form 10-K for the year ended December 31, 2013 and review our other filings (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) with the SEC. All forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this Form 10-Q. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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Item 3.Quantitative and Qualitative Disclosures about Market Risk

At times, we are exposed to market risk from adverse changes in interest rates with respect to the short-term floating interest rate on borrowings under our Credit Facility. As of June 30, 2014, we had approximately $12.7 million committed under various letters of credit under our Credit Facility and approximately $573.6 million borrowings under our revolving Credit Facility. Any borrowings outstanding under our revolving Credit Facility accrue interest at LIBOR plus a margin determined by our current consolidated leverage ratio, which margin was 2.75% as of June 30, 2014. As of June 30, 2014, we had approximately $1.0 billion outstanding under these term loans. The term loans bear interest at a LIBOR rate plus 2.75% and carry a 1.0% LIBOR floor. The revolving credit facility bears interest, at our option, at either a LIBOR rate plus a margin ranging from 1.75% to 2.75% or at a base rate plus a margin ranging from 0.75% to 1.75%, in either case based on our consolidated total leverage ratio.

As of June 30, 2014, for every 10 basis points decrease in LIBOR, our annual interest expense would decrease approximately $0.6 million, assuming constant debt levels. If LIBOR rates were to increase by one percentage point, our annual interest expense would increase by approximately $7.2 million, assuming constant debt levels.

The table below provides the principal cash flows and related weighted average interest rates by contractual maturity dates for our debt obligations at June 30, 2014. At June 30, 2014, we did not hold any material investments in market-risk-sensitive instruments of the type described in Item 305 of Regulation S-K.

Liabilities	2014			2015			2016			2017			2018			Thereafter			Total			Fair Value
	(in thousands)
Credit Facility	$	—		$	—		$	—		$	—		$	573,618		$	—		$	573,618		$	569,775
Interest Rate	2.93		%	2.93		%	2.93		%	2.93		%	2.93		%	2.93		%	2.93		%
Term B2 Loan	$	5,500		$	11,000		$	11,000		$	11,000		$	11,000		$	888,028		$	937,528		$	939,028
Interest Rate	3.75		%	3.75		%	3.75		%	3.75		%	3.75		%	3.75		%	3.75		%
6.375% Notes	$	—		$	—		$	—		$	—		$	—		$	850,000		$	850,000		$	898,875
Interest Rate	6.375		%	6.375		%	6.375		%	6.375		%	6.375		%	6.375		%	6.375		%	—
7.50% Notes	$	—		$	—		$	—		$	—		$	—		$	1,040,000		$	1,040,000		$	1,130,355
Fixed Rate	7.50		%	7.50		%	7.50		%	7.50		%	7.50		%	7.50		%	7.50		%
7.75% Notes	$	—		$	—		$	—		$	—		$	—		$	325,000		$	325,000		$	352,625
Fixed Rate	7.75		%	7.75		%	7.75		%	7.75		%	7.75		%	7.75		%	7.75		%
8.75% Notes	$	—		$	—		$	—		$	—		$	—		$	350,000		$	350,000		$	381,500
Fixed Rate	8.75		%	8.75		%	8.75		%	8.75		%	8.75		%	8.75		%	8.75		%
Other	$	3		$	6		$	7		$	8		$	8		$	60		$	92		$	92
Fixed rate	10.00		%	10.00		%	10.00		%	10.00		%	10.00		%	10.00		%	10.00		%

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Item 4.Controls and Procedures

The Company’s management, with the participation of the Chief Executive Officer (the “CEO”) and the Chief Financial Officer (the “CFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") as of June 30, 2014. Based on this evaluation, the Company’s management, including the CEO and the CFO, concluded that, as of June 30, 2014, the Company’s disclosure controls and procedures were effective, in that they provide a reasonable level of assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosure.

Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to disclose material information otherwise required to be set forth in the Company’s periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.

No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

Item 1.Legal Proceedings

The following is a material development to the litigation described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 under the heading “Legal Proceedings” and which reference should be made.

FTC Litigation: On May 28, 2013, the U.S. Federal Trade Commission (the “FTC”) filed a civil administrative complaint alleging that the merger with Ameristar Casinos, Inc. would reduce competition and lead to higher prices and lower quality for customers in the St. Louis, Missouri and Lake Charles, Louisiana areas in violation of U.S. antitrust law.

We negotiated a consent order with the Bureau of Competition Staff that permitted us to complete the merger subject to any divestitures and other terms and conditions specified in the consent order. The consent order was approved by a vote of the FTC. Pursuant to the consent order, we were required to sell Ameristar’s casino hotel development project in Lake Charles, Louisiana and Lumiére Place Casino, the Four Seasons Hotel St. Louis and HoteLumiére and related excess land parcels in St. Louis, Missouri (collectively, the "Lumiére Place Casino and Hotels").

On July 24, 2013, we entered into an agreement to sell all of the equity interests of Ameristar Casino Lake Charles, LLC ("Ameristar Lake Charles"), which was developing the Ameristar Lake Charles development project. On November 22, 2013, we closed the sale of the equity interests of Ameristar Lake Charles.

On August 16, 2013, we entered into an agreement to sell the ownership interests in certain of our subsidiaries that own and operate the Lumiére Place Casino and Hotels. On April 1, 2014, we closed the sale of Lumiére Place Casino and Hotels.

Item 1A.Risk Factors

There were no material changes from the risk factors set forth under Part I, Item 1A “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

48

Item 6.Exhibits

Exhibit Number	Description of Exhibit
2.1	Second Amendment to Equity Interest Purchase Agreement, dated as of June 30, 2014, between Tropicana St. Louis LLC, Pinnacle Entertainment, Inc., Casino Magic, LLC, Casino One Corporation, PNK (ES), LLC, PNK (ST. LOUIS RE), LLC, and PNK (STLH), LLC is hereby incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed on April 7, 2014. (SEC File No. 001-13641).
2.2	Third Amendment to Equity Interest Purchase Agreement, dated as of March 31, 2014, between Tropicana St. Louis LLC, Pinnacle Entertainment, Inc., Casino Magic, LLC, Casino One Corporation, PNK (ES), LLC, PNK (ST. LOUIS RE), LLC, and PNK (STLH), LLC is hereby incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K filed on April 7, 2014. (SEC File No. 001-13641).†
3.1	Restated Certificate of Incorporation of Pinnacle Entertainment, Inc., as amended, is hereby incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed on May 9, 2005. (SEC File No. 001-13641).
3.2	Restated Bylaws of Pinnacle Entertainment, Inc., as of May 24, 2011, are hereby incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 26, 2011. (SEC File No. 001-13641).
10.1*	Third Amendment to the Third Amended and Restated Shareholders Agreement and the Conversion Agreement, dated as of April 22, 2014, by and among PNK Development 18, LLC, PNK Development 31, LLC, Asian Coast Development (Canada) Ltd., Harbinger II S.à r.l., Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., Harbinger China Dragon Intermediate Fund, L.P., Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P.
10.2*	Fourth Amended and Restated Shareholders Agreement and the Conversion Agreement, dated as of June 9, 2014, by and among PNK Development 18, LLC, PNK Development 31, LLC, Asian Coast Development (Canada) Ltd., Harbinger II S.à r.l., Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., and Harbinger China Dragon Intermediate Fund, L.P.
10.3	First Amendment to Agent Agreement, dated as of April 21, 2014, between Pinnacle Entertainment, Inc. and Wunderlich Securities, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 21, 2014. (SEC File No. 001-13641).
10.4	Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 21, 2014. (SEC File No. 001-13641).
10.5	Form of Indemnification Agreement is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 21, 2014. (SEC File No. 001-13641).
11*	Statement re: Computation of Per Share Earnings.
31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32**	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

49

Exhibit Number

Description of Exhibit

101*

Financial statements from Pinnacle's Entertainment, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) unaudited Condensed Consolidated Statements of Operations; (ii) unaudited Condensed Consolidated Statements of Comprehensive Income (Loss); (iii) unaudited Condensed Consolidated Balance Sheets; (iv) unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity; (v) unaudited Condensed Consolidated Statements of Cash Flows; and (vi)    Notes to unaudited Condensed Consolidated Financial Statements.

 ________________

*	Filed herewith.
**	Furnished herewith.
†	Schedules and Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Pinnacle hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

50

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			PINNACLE ENTERTAINMENT, INC. (Registrant)
Date:	August 11, 2014	By:	/s/ Carlos A. Ruisanchez
			Carlos A. Ruisanchez
			President and Chief Financial Officer (Authorized Officer, Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
2.1	Second Amendment to Equity Interest Purchase Agreement, dated as of March 31, 2014, between Tropicana St. Louis LLC, Pinnacle Entertainment, Inc., Casino Magic, LLC, Casino One Corporation, PNK (ES), LLC, PNK (ST. LOUIS RE), LLC, and PNK (STLH), LLC is hereby incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed on April 7, 2014. (SEC File No. 001-13641).
2.2	Third Amendment to Equity Interest Purchase Agreement, dated as of March 31, 2014, between Tropicana St. Louis LLC, Pinnacle Entertainment, Inc., Casino Magic, LLC, Casino One Corporation, PNK (ES), LLC, PNK (ST. LOUIS RE), LLC, and PNK (STLH), LLC is hereby incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K filed on April 7, 2014. (SEC File No. 001-13641).†
3.1	Restated Certificate of Incorporation of Pinnacle Entertainment, Inc., as amended, is hereby incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed on May 9, 2005. (SEC File No. 001-13641).
3.2	Restated Bylaws of Pinnacle Entertainment, Inc., as of May 24, 2011, are hereby incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 26, 2011. (SEC File No. 001-13641).
10.1*	Third Amendment to the Third Amended and Restated Shareholders Agreement and the Conversion Agreement, dated as of April 22, 2014, by and among PNK Development 18, LLC, PNK Development 31, LLC, Asian Coast Development (Canada) Ltd., Harbinger II S.à r.l., Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., Harbinger China Dragon Intermediate Fund, L.P., Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P.
10.2*	Fourth Amended and Restated Shareholders Agreement and the Conversion Agreement, dated as of June 9, 2014, by and among PNK Development 18, LLC, PNK Development 31, LLC, Asian Coast Development (Canada) Ltd., Harbinger II S.à r.l., Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., and Harbinger China Dragon Intermediate Fund, L.P.
10.3	First Amendment to Agent Agreement, dated as of April 21, 2014, between Pinnacle Entertainment, Inc. and Wunderlich Securities, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 21, 2014. (SEC File No. 001-13641).
10.4	Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 21, 2014. (SEC File No. 001-13641).
10.5	Form of Indemnification Agreement is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 21, 2014. (SEC File No. 001-13641).
11*	Statement re: Computation of Per Share Earnings.
31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32**	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

Exhibit Number

Description of Exhibit

101*

Financial statements from Pinnacle's Entertainment, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) unaudited Condensed Consolidated Statements of Operations; (ii) unaudited Condensed Consolidated Statements of Comprehensive Income (Loss); (iii) unaudited Condensed Consolidated Balance Sheets; (iv) unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity; (v) unaudited Condensed Consolidated Statements of Cash Flows; and (vi)    Notes to unaudited Condensed Consolidated Financial Statements.

*	Filed herewith.
**	Furnished herewith.
†	Schedules and Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Pinnacle hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

EX-10.1

Exhibit 10.1

Execution Version

THIRD AMENDMENT TO THE

THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AND

CONVERSION AGREEMENT

This THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AND THE CONVERSION AGREEMENT (collectively, this “Amendment”), dated as of April 22, 2014, is by and among (i) Asian Coast Development (Canada) Ltd., a British Columbia corporation (the “Company”), (ii) Harbinger II S.à r.l., Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., Harbinger China Dragon Intermediate Fund, L.P., Harbinger Capital Partners Master Fund I, Ltd. (as applicable) and Harbinger Capital Partners Special Situations Fund, L.P. (as applicable), (iii) PNK Development 18, LLC, a Delaware limited liability company and a subsidiary of Pinnacle Entertainment, Inc., a Delaware corporation (such subsidiary, “Pinnacle”) and (iv) PNK Development 31, LLC, a Delaware limited liability company and a subsidiary of Pinnacle Entertainment, Inc., and is being entered into in order to amend (a) the Third Amended and Restated Shareholders Agreement dated as of May 24, 2013 (the “Shareholders Agreement”), as amended on November 21, 2013, and on January 17, 2014, by and among the parties and (b) the Conversion Agreement (as herein below defined).

WHEREAS:

A. The Company, Harbinger II S.à r.l. and Global Opportunities Breakaway Ltd. entered into a Convertible Loan Agreement dated as of April 22, 2014 (the “April 2014 Loan Agreement”); and

B. The parties wish to amend the Shareholders Agreement and the Conversion Agreement to, inter alia, provide Pinnacle with lookback protection with respect to the April 2014 Loan Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Shareholders Agreement.

2.Amendments to the Shareholders Agreement.

(a) Section 6.1(a)(vi) of the Shareholders Agreement is hereby deleted in its entirety and replaced with the following:

“(vi) issue or sell any capital stock of any class or series or any other securities of the Company, or issue or grant any warrants, rights or options, or securities that are exchangeable for, or convertible into, shares of the Company’s capital stock, except for security issuances resulting from rights granted as of the date hereof or contemplated herein (including without limitation, (A) the grant or exercise of (1) the Pinnacle Option, (2) the Backstop Warrants, (3) the May 2013 Warrants, (4) the Alternate May 2013 Warrants, (5) the November 2013 Warrants, (6) the Alternate November 2013 Warrants, (7) the January 2014 Warrants, (8) the Alternate January 2014 Warrants, (9) the April 2014 Warrants, (10) the Alternate April 2014 Warrants or (11) the Pinnacle Backstop Warrants or Alternate Backstop Warrants, (B) top-up issuances pursuant to the 2011 Harbinger Subscription Agreement or the Pinnacle Subscription Agreement, (C) the issuance, sale, grant, exercise, conversion or exchange of securities pursuant to any Future Funding or Replacement Funding, (D) the exercise of options or warrants outstanding as of the date hereof or (E) the conversion of convertible securities outstanding as of the date hereof);”

(b) Section 6.4(e) (Zero Consideration Issuance Protection Rights) of the Shareholders Agreement is hereby deleted in its entirety and replaced with the following:

“(e)    Zero Consideration Issuance Protection Rights. Harbinger, on behalf of itself and its Entity Affiliates, agrees that any Harbinger Zero Consideration Rights shall terminate and be of no further force or effect upon (i) the consummation of a Qualified IPO, unless and to the extent that Harbinger and Pinnacle mutually agree in writing that such rights should not be terminated upon the consummation thereof, or (ii) the conversion of all Series V Preferred Shares and Class VI Preferred Shares in a Qualifying Conversion. Harbinger, on behalf of itself and its Entity Affiliates, further agrees that (i) neither the issuance nor exercise of the Pinnacle Option, any Pinnacle Backstop Warrant, any Additional Backstop Warrant, any Alternate Backstop Warrant, any May 2013 Warrant, any Alternate May 2013 Warrant, any November 2013 Warrant, any Alternate November 2013 Warrant, any January 2014 Warrant, any Alternate January 2014 Warrant, any April 2014 Warrant or any Alternate April 2014 Warrant is a zero consideration issuance and (ii) neither such issuance or such exercise shall give rise to any anti-dilution adjustment, zero consideration adjustment or other similar anti-dilution or zero consideration equity adjustment or equity issuance rights in favor of Harbinger or any of its Entity Affiliates.”

(c) Section 6.7 (Related Provisions) of the Shareholders Agreement is hereby deleted in its entirety and replaced with the following:

“(a)     In case the Company shall propose (i) to pay any dividend, make any interest payment or other payment or distribution in respect of any Backstop Advances, Additional Backstop Warrants, May 2013 Advances, May 2013 Warrants, November 2013 Advances, November 2013 Warrants, January 2014 Advances, January 2014 Warrants, April 2014 Advances, April 2014 Warrants, Common Shares or Class VII Non-Voting Shares, in cash or in any form other than additional Securities (excluding interest accruals contemplated by the Backstop Loan Agreement, the May 2013 Loan Agreement, the November 2013 Loan Agreement, the January 2014 Loan Agreement and the April 2014 Loan Agreement), (ii) any repurchase, retirement, redemption, refinancing, exchange, conversion or other similar action with respect to any Backstop Advances, Additional Backstop Warrants, May 2013 Advances, May 2013 Warrants, November 2013 Advances, November 2013 Warrants, January 2014 Advances, January 2014 Warrants, April 2014 Advances, April 2014 Warrants, Common Shares or Class VII Non-Voting Shares, (iii) to effect any reclassification or capital reorganization, (iv) to effect any consolidation, merger or sale, organic change, transfer or other disposition of all or substantially all of its property, assets or business, or (v) to effect the liquidation, dissolution or winding up of the Company, then in each such case, at least twenty (20) Business Days before such action, the Company shall deliver to Pinnacle a written notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, interest or other payment or distribution or rights, or the date on which such repurchase, retirement, redemption, exchange, conversion or other similar action, refinancing, reclassification, reorganization, consolidation, merger, sale, organic change, transfer, disposition, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of any Backstop Advances, Additional Backstop Warrants, May 2013 Advances, May 2013 Warrants, November 2013 Advances, November 2013 Warrants, January 2014 Advances, January 2014 Warrants, April 2014 Advances, April 2014 Warrants, Common Shares or Class VII Non-Voting Shares, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on any Backstop Advances, Additional Backstop Warrants, May 2013 Advances, May 2013 Warrants, November 2013 Advances, November 2013 Warrants, January 2014 Advances, January 2014 Warrants, April 2014 Advances, April 2014 Warrants, Common Shares or Class VII Non-Voting Shares.

(b)    In case Harbinger or its Entity Affiliates shall propose to sell, transfer or otherwise dispose of all or a portion of its Backstop Advances, Additional Backstop Warrants, May 2013 Advances, May 2013 Warrants, November 2013 Advances, November 2013 Warrants, January 2014 Advances, January 2014 Warrants, April 2014 Advances or April 2014 Warrants, then in each such case, at least twenty-five (25) Business Days before such action, Harbinger shall deliver to Pinnacle a written notice of such proposed action. This twenty-five (25) Business Day notice period shall run concurrently with the time periods set forth in the various Transfer related provisions set forth in Article 3.

(c)    The Company shall take all such action as may reasonably be required to give effect to any assignment undertaken in accordance with this Section 6.7, the Backstop Loan Agreement, the relevant Additional Backstop Warrants, the May 2013 Loan Agreement, the relevant May 2013 Warrants, the November 2013 Loan Agreement, the relevant November 2013 Warrants, the January 2014 Loan Agreement, the relevant January 2014 Warrants, the April 2014 Loan Agreement and the relevant April 2014 Warrants.

(d)    For purposes of clarity, Pinnacle’s right to acquire Backstop Assets, May 2013 Assets, November 2013 Assets, January 2014 Assets and April 2014 Assets from Harbinger and its Entity Affiliates shall be governed by Section 6.5, Section 6.6, Section6.7, Section 6.8 (in the case of Backstop Assets), Section 6.11, Section 6.12, and Section 6.13, and not Section 6.2 of this Agreement.”

(d) The following section is added to Article 6 (Consent Rights and Additional Covenants) of the Shareholders Agreement as the new section 6.13 (April 2014 Loan Agreement Lookback Protection):

“Section 6.13 April 2014 Loan Agreement Lookback Protection

(a)During the April 2014 Lookback Period, Pinnacle (together with its Entity Affiliates) shall have the right to require each April 2014 Subscriber to assign to Pinnacle up to the April 2014 Proportionate Amount of all April 2014 Advances made by, or for and on behalf of, such April 2014 Subscriber as calculated below:

(i)up to but not including the First April 2014 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, by delivering written notice to the Harbinger Agent, to require each April 2014 Subscriber to assign to Pinnacle up to the April 2014 Proportionate Amount of all April 2014 Advances made by, or for and on behalf of, such April 2014 Subscriber; and

(ii)from the First April 2014 Anniversary up to and including the Third April 2014 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, by delivering written notice to the Harbinger Agent, to require each April 2014 Subscriber to assign to Pinnacle up to the Sliding Proportionate April 2014 Amount of all April 2014 Advances made by, or for and on behalf of, such April 2014 Subscriber. For purposes of this subsection, the “Sliding Proportionate April 2014 Amount” means an amount determined by multiplying (A) the April 2014 Proportionate Amount by (B) the quotient obtained by dividing (1) the total number of days between (and including) (x) the date of exercise of Pinnacle’s right to purchase the Sliding Proportionate April 2014 Amount and (y) the Third April 2014 Anniversary,by (2) seven hundred and thirty (730). Such adjustment to the April 2014 Proportionate Amount in arriving at the Sliding Proportionate April 2014 Amount shall be referred to as the “Sliding April 2014 Adjustment”.

(b)Solely for purposes of this Section 6.13:

(i)the “April 2014 Proportionate Amount” applicable to an assignment to Pinnacle and its Entity Affiliates pursuant to this Section 6.13 of a portion of all April 2014 Advances made by, or for and on behalf of, a April 2014 Subscriber shall equal:

(A)twenty-seven percent (27%), multiplied by

(B) the amount of all such April 2014 Advances, net of any repayments or prepayments thereon.

(c)In the event of a sale, transfer or other disposition by a April 2014 Subscriber of all or any portion the April 2014 Advances, the April 2014 Warrants or all or any portion of its commitment under the April 2014 Loan Agreement to make a April 2014 Advance (the April 2014 Advances, the April 2014 Warrants, such commitment under the April 2014 Loan Agreement to make a April 2014 Advance and any April 2014 PIK Securities are each referred to herein as a “April 2014 Asset” and, collectively, as the “April 2014 Assets”) to an unaffiliated third party which would cause such April 2014 Subscriber to hold less than twenty-seven percent (27%) of its original interest in any April 2014 Asset (the “Minimum April 2014 Retained Original Interest”), such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of such April 2014 Subscriber hereunder, provided, however, only in respect of such portion of the percentage of the April 2014 Asset so acquired by the transferee as relates to the shortfall in such April 2014 Subscriber’s Minimum April 2014 Retained Original Interest; provided, however that in the event of a sale, transfer or other disposition by a April 2014 Subscriber of all or any portion a April 2014 Asset to Harbinger or any of its Entity Affiliates, such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of a April 2014 Subscriber hereunder related to the percentage of the April 2014 Asset so acquired; provided, further that the required assumption of the obligations of a April 2014 Subscriber under this Section 6.13(c) shall not apply in the case of a sale, transfer or other disposition by a April 2014 Subscriber to Pinnacle or its Entity Affiliates. An assumption of the obligations by a transferee as set forth in and required by this Section 6.13(c) shall be in writing in a form reasonably satisfactory to Pinnacle. For the avoidance of doubt, the obligation of a transferor to ensure that a transferee of a April 2014 Asset becomes subject to this Section 6.13(c) and assumes the obligations hereunder relating to such April 2014 Asset shall apply to successive sales, transfers and other dispositions of such April 2014 Asset and to subsequent transferors and transferees thereof, except in the case of a transfer to Pinnacle or its Entity Affiliates.

(d)The purchase price payable by Pinnacle (or its Entity Affiliates purchasing a part of a April 2014 Advance) to a April 2014 Subscriber for an assignment of a part of a April 2014 Advance under this Section 6.13 shall be an amount equal to one hundred percent (100%) of the original principal amount of the portion of such April 2014 Advance being assigned, net of any repayments or prepayments received by such April 2014 Subscriber as of immediately prior to the effective time of such assignment to Pinnacle or its Entity Affiliates. Such assignment shall exclude any and all accrued but unpaid interest on the original principal amount of such April 2014 Advance so assigned up to (but not including)

the date of such assignment, which excluded interest shall continue to be payable by the Company to that April 2014 Subscriber.

(e)The parties shall consummate such assignment (including the assignments of April 2014 Warrants contemplated by Section 6.13(f) and of April 2014 PIK Securities contemplated by Section 6.13(g)) by a April 2014 Subscriber to Pinnacle on a Business Day within fifteen (15) Business Days of the giving of such written notice of exercise by Pinnacle to the Harbinger Agent. The assigning April 2014 Subscriber or Pinnacle shall deliver to the Company the fully executed document(s) pursuant to which such assignment was effected, together with all information reasonably required by the Company to determine the appropriate future payments to be made by the Company to the assigning April 2014 Subscriber and Pinnacle in respect of such April 2014 Advance.

(f)The right of Pinnacle (together with its Entity Affiliates) to require an assignment from each April 2014 Subscriber of a part of all April 2014 Advances made by, or for and on behalf of, such April 2014 Subscriber pursuant to this Section 6.13 shall include the right of Pinnacle to acquire from each April 2014 Subscriber on the date of such assignment, at no additional cost to Pinnacle, subject to compliance with Applicable Laws, the April 2014 Warrants issued to such April 2014 Subscriber covering the number of Common Shares equal to:

(i) (A)     the number of Common Shares covered by such April 2014 Warrant, in the aggregate, originally issued to such April 2014 Subscriber (as such number of Common Shares may be adjusted pursuant to the terms of such April 2014 Warrant),multiplied by

(B) twenty-seven percent (27%);

(ii)multiplied by (1) the portion of the April 2014 Advance(s) acquired by Pinnacle (and/or its Entity Affiliates) from such April 2014 Subscriber, divided by (2) the maximum portion of the April 2014 Advances that Pinnacle (and its Entity Affiliates) are entitled to acquire from such April 2014 Subscriber pursuant to Section 6.13(a) as of the date of such assignment (and for the avoidance of doubt, Pinnacle and its Entity Affiliates shall remain entitled to acquire such April 2014 Warrants covering their full entitlement of Common Shares notwithstanding any repayment or prepayment of the associated April 2014 Advance);

(iii)multiplied bythe Sliding April 2014 Adjustment, if and as applicable;

provided, however, that, such April 2014 Warrants shall be assigned to Pinnacle and/or its Entity Affiliates notwithstanding that such assigned April 2014 Warrants have been exercised by the relevant April 2014 Subscriber in part prior to such assignment, and Pinnacle and/or its Entity Affiliates shall have the benefit of all remaining rights of such assigned April 2014 Warrants.

For the avoidance of doubt, any sales, transfers or other dispositions by Harbinger of any April 2014 Advances or April 2014 Warrants to any Persons other than Pinnacle and its Entity Affiliates shall not reduce the amount of April 2014 Warrants that Pinnacle or its Entity Affiliates are entitled to acquire pursuant to this Section 6.13(f).

(g)The right of Pinnacle (together with its Entity Affiliates) to purchase a part of a April 2014 Advance together with a portion of the April 2014 Warrants under this Section 6.13 shall include the right of Pinnacle (together with its Entity Affiliates) to acquire from Harbinger and its Entity Affiliates, at the time of its purchase of a portion of such April 2014 Advance and associated April 2014 Warrants, at a purchase price and on the timing set forth below, all Securities (other than the April 2014 Warrants themselves, which shall be included in the assignment of such April 2014 Advance and other than Common Shares issued upon exercise of the April 2014 Warrants not in contravention of the terms of this Agreement) received by, or accrued in favour of, Harbinger and its Entity Affiliates in respect of such April 2014 Advance or April 2014 Warrants as dividends (including, without limitation, accrued but undeclared dividends) or other payments or distributions (excluding interest (whether paid or accrued and unpaid) on such April 2014 Advance up to (but not including) the date of such purchase by Pinnacle (or its Entity Affiliates)) since the time Harbinger and/or its Entity Affiliates made such April 2014 Advance (the “April 2014 PIK Securities”).

(h)Pinnacle shall pay the consideration for April 2014 PIK Securities by issuing one or more promissory notes to Harbinger or its applicable Entity Affiliate:

(i)with an aggregate principal amount equal to the value of the April 2014 PIK Securities;

(ii)bearing no interest;

(iii)with the term (with payment in full being due on the last day of the term) being a period of time equal to the earliest to occur of (A) five (5) years, (B) a bona fide sale by Pinnacle of such April 2014 PIK Securities to an unaffiliated third party, or any other liquidity event involving such April 2014 PIK Securities in which cash is received in full satisfaction of such April 2014 PIK Securities (including, but not limited to, a redemption in full for cash of such April 2014 PIK Securities by the Company), or (C) a bona fide sale by Harbinger or its Entity Affiliates of all, but not less than all, of the April 2014 Advances related to the April 2014 PIK Securities by Harbinger or its Entity Affiliates to an unaffiliated third party, or any other liquidity event involving such April 2014 Advances in which cash is received in full satisfaction of such April 2014 PIK Securities (including, but not limited to, a repayment in full for cash of such April 2014 Advances by the Company and termination of any further obligation to lend with respect thereto); and

(iv)which shall be secured by a first priority security interest, in form and substance reasonably satisfactory to Harbinger, in the April 2014 PIK Securities.

(i)Each April 2014 Subscriber agrees, upon any exercise by Pinnacle or its Entity Affiliates of their right to acquire any April 2014 Assets of such April 2014 Subscriber, to transfer and assign good and marketable title to the relevant April 2014 Assets held by such April 2014 Subscriber to Pinnacle or its Entity Affiliates free and clear of any Liens. In the event that upon such exercise, in Pinnacle's reasonable determination, a April 2014 Subscriber is not able to assign good and marketable title to any relevant April 2014 Asset to Pinnacle or its Entity Affiliates free and clear of Liens (such subscriber in such case, a “Proposed April 2014 Subscriber Transferor”), then in addition to all other remedies at law and/or in equity that Pinnacle and/or its Entity Affiliates may have against such Proposed April 2014 Subscriber Transferor, upon Pinnacle's written notice to the Company (which notice shall state that Pinnacle had attempted to acquire April 2014 Assets from such Proposed April 2014 Subscriber Transferor identified in such notice in accordance with Section 6.13(a) and Section 6.13(f)), the following transactions shall be consummated so as to afford Pinnacle, to the maximum extent possible, the full benefit of its rights under Section 6.13:

(i)Pinnacle and/or its Entity Affiliates shall lend and the Company shall borrow from Pinnacle and/or its Entity Affiliates, on substantially the same terms and conditions as the April 2014 Advance (including with respect to maturity, interest rate and other terms), a principal amount equal to the portion of the Payment Amount (as such term is defined in the April 2014 Loan Agreement) of the April 2014 Advance that Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed April 2014 Subscriber Transferor (such loan, an “Alternate April 2014 Loan”), which shall be recorded as set forth in the April 2014 Loan Agreement and have the same effect as if Pinnacle or such Entity Affiliate had received an assignment of a portion of a April 2014 Advance from the Proposed April 2014 Subscriber Transferor as the April 2014 Subscriber under Section 6.13(a);

(ii)the Company agrees to apply all the cash proceeds of the Alternate April 2014 Loan promptly to prepay to such Proposed April 2014 Subscriber Transferor its respective portion of such April 2014 Advance that Pinnacle and/or its Entity Affiliates had intended to acquire from such Proposed April 2014 Subscriber Transferor;

(iii)the holder of an Alternate April 2014 Loan shall be entitled to its proportionate interest in all of the benefits and security afforded to the April 2014 Subscribers under and pursuant to the April 2014 Loan Agreement. The Company, Harbinger and each of Harbinger’s relevant Entity Affiliates agree to execute and deliver all instruments and agreements, and to consent to such registrations, as may be required in the opinion of Pinnacle, acting reasonably, to properly entitle Pinnacle to all of the rights it would otherwise have been entitled to receive as if the April 2014 Assets referable to the April 2014 Advance, as replaced by the Alternate April 2014 Loan, were assigned to Pinnacle by such Proposed April 2014 Subscriber Transferor;

(iv)the number of Common Shares covered by the April 2014 Warrant of such Proposed April 2014 Subscriber Transferor shall be automatically reduced, and without requirement of any action on the part of such Proposed April 2014 Subscriber Transferor, by the number of Common Shares that would have been covered by such April 2014 Warrant (or portion thereof) assigned to Pinnacle and/or its Entity Affiliates pursuant to Section 6.13(f), and the Company shall notify such Proposed April 2014

Subscriber Transferor of the calculation of such reduction, which calculation shall be conclusive absent manifest error;

(v)the Company agrees to and shall issue a warrant or warrants (each, an “Alternate April 2014 Warrant”) to Pinnacle or its Entity Affiliates, in form and substance substantially identical to the form of April 2014 Warrant issued to such Proposed April 2014 Subscriber Transferor (excluding any of the provisions as shall not be applicable to Pinnacle and its Entity Affiliates including, without limitation, any restriction on exercise and any automatic reduction in the shares covered by such warrant relating to PNK Prepayments) covering the number of Common Shares covered by April 2014 Warrants Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed April 2014 Subscriber Transferor under Section 6.13(f). An Alternate April 2014 Warrant shall be a April 2014 Warrant for all purposes of this Agreement as if Pinnacle or such Entity Affiliate had received an assignment of all or a portion of a April 2014 Warrant from a April 2014 Subscriber under Section 6.13(f); and

(vi)for greater clarity, the references to “Proposed April 2014 Subscriber Transferor” in this Section 6.13(i) shall not include Pinnacle and/or its Entity Affiliates.

(j)Each April 2014 Subscriber agrees that, during the April 2014 Lookback Period, it shall not exercise any April 2014 Warrant it holds with respect to more than:

(i)the number of such April 2014 Subscriber’s original Common Share Entitlement then exercisable under such April 2014 Warrant (as adjusted pursuant to the terms of such April 2014 Warrant); minus

(ii)the product of:

(A)twenty-seven percent (27%) of such April 2014 Subscriber’s original Common Share Entitlement then exercisable under such April 2014 Warrant (as adjusted pursuant to the terms of such April 2014 Warrant);multiplied by

(B)the Sliding April 2014 Adjustment, if and as applicable,

(the “April 2014 Unreserved Lookback Amount”).

Any attempted exercise by such April 2014 Subscriber of any portion of such April 2014 Warrant as relates to more than the April 2014 Unreserved Lookback Amount shall be null and void, of no force or effect whatsoever, and shall not be honoured by the Company.

(k)For purposes of this Section 6.13, in the event that a April 2014 Subscriber assigns or transfers all or any portion of its commitment under the April 2014 Loan Agreement to make a April 2014 Advance (other than to Pinnacle), the assigning or transferring April 2014 Subscriber and the assignee or transferee of such commitment (other than Pinnacle) shall be treated as one and the same April 2014 Subscriber, including without limitation for purposes of the calculations contemplated by this Section 6.13 and for purposes of the obligation to transfer April 2014 Assets to Pinnacle should Pinnacle exercise its right to acquire April 2014 Assets as contemplated herein.”

(e) The following definitions are added to section 7.1 (Certain Definitions) of the Shareholders Agreement in the appropriate alphabetical order:

‘“Alternate April 2014 Loan” has the meaning set forth in Section 6.13(i)(i).

“Alternate April 2014 Warrant” has the meaning set forth in Section 6.13(i)(v).

“April 2014 Advance” means a loan advance completed by an April 2014 Subscriber to the Company pursuant to the terms of the April 2014 Loan Agreement.

“April 2014 Asset” has the meaning set forth in Section 6.13(c).

“April 2014 Breakaway Warrants” means the aggregate entitlement of Global Opportunities Breakaway Ltd. under the warrant certificate(s) issued by the Company to Global Opportunities Breakaway Ltd. from time to time pursuant to section 3.2 of the April 2014 Loan Agreement, upon exercise of the warrants evidenced thereby, to a number of Common Shares up to the aggregate Common Share Entitlement(s) contained therein.

“April 2014 Harbinger Warrants” means the aggregate entitlement of Harbinger II S.à r.l. under the warrant certificate(s) issued by the Company to Harbinger II S.à r.l. from time to time pursuant to section 3.2 of the April 2014 Loan Agreement, upon exercise of the warrants evidenced thereby, to a number of Common Shares up to the aggregate Common Share Entitlement(s) contained therein.

“April 2014 Loan Agreement” means the Convertible Loan Agreement dated April 22, 2014, by and among the Company and the April 2014 Subscribers, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“April 2014 Lookback Period” means the period commencing on April 22, 2014, and ending on the Third April 2014 Anniversary, provided that such period as it applies to each April 2014 Subscriber shall be extended by any Funding Default Period referable to such April 2014 Subscriber.

“April 2014 PIK Securities” has the meaning set forth in Section 6.13(g).

“April 2014 Proportionate Amount” has the meaning set forth in Section 6.13(b)(i).

“April 2014 Subscriber” means (a) each of Harbinger II S.à r.l. and Global Opportunities Breakaway Ltd. and (b) any Entity Affiliate of Harbinger II S.à r.l. or Global Opportunities Breakaway Ltd. who becomes a party to the April 2014 Loan Agreement in connection with its assumption of a portion of one or more April 2014 Advances.

“April 2014 Unreserved Lookback Amount” has the meaning set forth in Section 6.13(j).

“April 2014 Warrants” means the April 2014 Harbinger Warrants and the April 2014 Breakaway Warrants, and, if issued, the Alternate April 2014 Warrants referable to such.

“First April 2014 Anniversary” means, with respect any April 2014 Subscriber, the first anniversary of the earlier of (a) the date such April 2014 Subscriber completes its funding under and pursuant to the April 2014 Loan Agreement and (b) the date upon which the Company terminates the obligation to make all or any remaining portion of the April 2014 Advance(s) that have not been advanced by, or for and on behalf of, such April 2014 Subscriber as if that date, whether unilaterally or with the written agreement of such April 2014 Lender.

“Minimum April 2014 Retained Original Interest” has the meaning set forth in Section 6.13(c).

“Proposed April 2014 Subscriber Transferor” has the meaning set forth in Section 6.13(i).

“Sliding April 2014 Adjustment” has the meaning set forth in Section 6.13(a)(ii).

“Sliding Proportionate April 2014 Amount” has the meaning set forth in Section 6.13(a)(ii).

“Third April 2014 Anniversary” means, with respect to any April 2014 Subscriber, the third anniversary of the earlier of (a) the date such April 2014 Subscriber completes its funding under and pursuant to the April 2014 Loan Agreement and (b) the date upon which the Company terminates the obligation to make all or any remaining portion of the April 2014 Advance(s) that have not been advanced by, or for and on behalf of, such April 2014 Subscriber as of that date, whether unilaterally or with the written agreement of such April 2014 Subscriber.”

(f) The definition of “Fully Diluted Basis” in section 7.1 (Certain Definitions) of the Shareholders Agreement is hereby deleted in its entirety and replaced with the following:

““Fully Diluted Basis” means the aggregate number of Common Shares and Class VII Non-Voting Shares, assuming the issuance, conversion or exercise (as the case may be) into Common Shares and Class VII Non-Voting Shares of any and all options (including the vested portion of such options, including the Pinnacle Option, but excluding any unvested portion of such options, including the Pinnacle Option), warrants (but excluding any outstanding warrants, including any outstanding May 2013 Minimum Warrants, May 2013 Primary Warrants, November 2013 Warrants, January 2014

Warrants and April 2014 Warrants to the extent not yet exercisable on the date of any relevant determination of the number of Common Shares and Class VII Non-Voting Shares on a “Fully Diluted Basis”) and convertible or exchangeable securities issued by the Company (including without limitation the Common Shares underlying the Series V Special Shares and the Class VI Shares, but excluding the November 2013 Advances, the January 2014 Advances and the April 2014 Advances), in accordance with their respective terms.”

(g) The definition of “Funding Default Period” in section 7.1 (Certain Definitions) of the Shareholders Agreement is hereby deleted in its entirety and replaced with the following:

““Funding Default Period” means (a) with respect to any Backstop Lender and as to any Backstop Advance it is required to make under and pursuant to the Backstop Loan Agreement, the period commencing as of the date such Backstop Lender was required to make such Backstop Advance, (b) with respect to any May 2013 Lender and as to any May 2013 Advance it is required to make under and pursuant to the May 2013 Loan Agreement, the period commencing as of the date of such May 2013 Lender was required to make such May 2013 Advance, and ending as of the date such May 2013 Lender makes such May 2013 Advance, (c) with respect to any January 2014 Subscriber and as to any January 2014 Advance it is required to make under and pursuant to the January 2014 Loan Agreement, the period commencing as of the date of such January 2014 Subscriber was required to make such January 2014 Advance and ending as of the date such January 2014 Subscriber makes such January 2014 Advance and (d) with respect to any April 2014 Subscriber and as to any April 2014 Advance it is required to make under and pursuant to the April 2014 Loan Agreement, the period commencing as of the date of such April 2014 Subscriber was required to make such April 2014 Advance and ending as of the date such April 2014 Subscriber makes such April 2014 Advance.”

(h) The definition of “PNK Prepayment” in section 7.1 (Certain Definitions) of the Shareholders Agreement is hereby deleted in its entirety and replaced with the following:

““PNK Prepayment” has the meaning set forth in the Backstop Loan Agreement, the May 2013 Loan Agreement, the November 2013 Loan Agreement, the January 2014 Loan Agreement, and the April 2014 Loan Agreement as the context may require.”

3.Amendments to the Conversion Agreement.

(a) The definition of “Aggregate Share Entitlement” in section 1.1 (Definitions) of the Conversion Agreement is hereby deleted in its entirety and replaced with the following:

““Aggregate Share Entitlement” means, in respect of Pinnacle as of the Conversion Date, the aggregate of (a) the number of Common Shares held by Pinnacle as registered holder, (b) the number of Common Shares to which Pinnacle is entitled upon the full exercise of the vested portion of the Pinnacle Option, (c) the number of Common Shares to which Pinnacle is entitled upon the full conversion (pursuant to this Agreement) of the Series V Special Shares held by Pinnacle, (d) the number of Common Shares to which Pinnacle is entitled upon the full conversion (pursuant to this Agreement) of the Class VI Preferred Shares, (e) the number of Common Shares to which Pinnacle is entitled upon the full exercise of the Pinnacle Warrants and (f) the number of Common Shares that Pinnacle will receive upon the full conversion (pursuant to this Agreement) of the Outstanding Loan it makes under the September 2013 Loan Agreement; but, excluding, for the avoidance of doubt, any Common Shares which Pinnacle holds or to which Pinnacle becomes entitled by reason of the exercise of its lookback rights pursuant to section 2.4 of the May 2013 Loan Agreement, section 6.2(b)(ii)(B), section 6.5, section 6.6, section 6.11 and /or section 6.12 and /or section 6.13 of the Third Amended and Restated Shareholders Agreement, as the case may be.”

4.No Other Changes. Except as set forth in this Amendment, the Shareholders Agreement and the Conversion Agreement shall remain in full force and effect without any further changes or modifications.

5.Amendments Apply to the Fourth Amended and Restated Shareholders Agreement attached to the Conversion Agreement. In addition to the amendments to the Shareholders Agreement made by those certain Amendments to the Third Restated Shareholders Agreement and Conversion Agreement, dated November 21, 2013, and that certain Second Amendment to the Third Amended and Restated Shareholders Agreement and Conversion Agreement, dated January 17, 2014, the parties acknowledge and agree that the amendments set forth in Section 2 (Amendments to the Shareholders Agreement) of this Amendment shall apply to the form of the Fourth Amended and Restated Shareholders Agreement attached as Schedule “C” to the Conversion Agreement dated September 23, 2013, as amended on November 21, 2013 and as further amended on January 17, 2014, by and among the Company, Harbinger II S.à r.l., Credit Distressed Blue Line Master Fund, Ltd., Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P., Harbinger China Dragon Intermediate Fund, LP, Global Opportunities Breakaway Ltd., Blue Line ACDL, Inc., Breakaway ACDL, Inc., Pinnacle and PNK Development 31, LLC (the “Conversion Agreement”), to the extent applicable and with such reasonable changes as may be required to give effect to the intent hereof and thereof, including without limitation the inclusion of provisions set forth in Section 2(d) of this Amendment to the extent of any portion of the April 2014 Advances that has not been converted into Common Shares and the inclusion of provisions substantially identical to section 6.6 of such form of Fourth Amended and Restated Shareholders Agreement applicable to April 2014 Advances in respect and to the extent of any portion of the April 2014 Advances that has been converted into Common Shares from and after the Conversion Date (as defined in the Conversion Agreement).

6.Governing Law. This Amendment shall be deemed to be made in, and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard to any conflict of law principles thereof that would result in the application of the laws of any other jurisdiction. Each party submits to the exclusive jurisdiction of the Supreme Court of the Province of British Columbia for the purposes of all legal actions and proceedings arising out of or relating to this Amendment.

7. Headings. The headings are for convenience only, do not form a part of this Amendment and are not intended to interpret, define or limit the scope, extent or intent of this Amendment or any of its provisions.

8.Further Assurances. Each party will execute and deliver such further agreements and other documents and do such further acts and things as the other party reasonably requests to evidence, carry out or give full force and effect to the intent of this Amendment.

9.Counterparts. This Amendment may be executed in as many counterparts as may be necessary and may be delivered by facsimile or electronically transmitted and each such counterpart will be deemed to be an original and such counterparts together will constitute one and the same instrument.

IN WITNESS WHEREOF the parties, intending to be legally bound, have executed and delivered this Amendment as of the date first referenced above.

ASIAN COAST DEVELOPMENT (CANADA) LTD.	Harbinger II S.À r.l.
Per: /s/ Stephen H. Shoemaker Name: Title:	Per: ___/s/ Philip Falcone Name: Title:
	Per: __/s/ Keith M. Hladek Name: Keith M. Hladek Title: B Manager
BLUE LINE ACDL, INC.	BREAKAWAY ACDL, INC.
Per: _/s/ Keith M. Hladek Name: Keith M. Hladek Title: Chief Financial Officer	Per: _/s/ Keith M. Hladek Name: Keith M. Hladek Title: Chief Financial Officer
HARBINGER CHINA DRAGON INTERMEDIATE FUND, L.P., By: Harbinger Capital Partners II LP, its investment manager	CREDIT DISTRESSED BLUE LINE MASTER FUND, LTD., By: Harbinger Capital Partners II LP, its investment manager
Per: _/s/ Keith M. Hladek Name: Keith M. Hladek Title: Chief Financial Officer	Per: __/s/ Keith M. Hladek Name: Keith H. Hladek Title: Chief Financial Officer
GLOBAL OPPORTUNITIES BREAKAWAY LTD., By: Harbinger Capital Partners II LP, its investment manager	PNK DEVELOPMENT 18, LLC
Per: __/s/ Keith M. Hladek Name: Keith M. Hladek Title: Chief Financial Officer	Per: __/s/ Carlos Ruisanchez Name: C. Ruisanchez Title: Chief Financial Officer, Treasurer
PNK DEVELOPMENT 31, LLC
Per: _/s/ Carlos Ruisanchez Name: C. Ruisanchez Title: Exec. V.P., Chief Financial Officer, Treasurer

IN WITNESS WHEREOF the following parties, intending to be legally bound, have executed and delivered this Amendment as to the Conversion Agreement only as of the date first referenced above.

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., By: Harbinger Capital Partners LLC, its investment manager	HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., By: Harbinger Capital Partners LLC, its investment manager
Per: _____/s/ Keith M. Hladek Name: Title:	Per: ______/s/ Keith M. Hladek Name: Title:

EX-10.2

Exhibit 10.2

ASIAN COAST DEVELOPMENT (CANADA) LTD.

FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

Dated as of June 9, 2014

TABLE OF CONTENTS

		Page
ARTICLE 1 SCOPE AND EFFECT OF AGREEMENT			2
Section 1.1	Support of Terms		2
Section 1.2	Terms to Prevail over Constating Documents		2
Section 1.3	Amended and Restated Agreement		3
ARTICLE 2 GOVERNANCE AND MANAGEMENT OF THE COMPANY			3
Section 2.1	Board Rights		3
Section 2.2	Pinnacle Advisor		10
Section 2.3	Access to Information		10
ARTICLE 3 TRANSFERS AND RELATED COVENANTS			13
Section 3.1	Transfer Restrictions		13
Section 3.2	Tag-Along Right		21
Section 3.3	Drag-Along Right		26
Section 3.4	Minority Investor Exit Sale Right		29
Section 3.5	Right of First Negotiation		29
Section 3.6	Disposition of Securities		31
Section 3.7	Recognition of Transfers and Endorsement on Certificates		31
Section 3.8	Waiver of Rights		31
ARTICLE 4 PREEMPTIVE RIGHTS			31
Section 4.1	Preemptive Rights		31
Section 4.2	Waiver of Rights		34
ARTICLE 5 REGISTRATION RIGHTS			34
Section 5.1	Registration Rights		34
ARTICLE 6 CONSENT RIGHTS AND ADDITIONAL COVENANTS			35
Section 6.1	Majority Vote Consent Rights		35
Section 6.2	Minority Consent Rights		38
Section 6.3	Covenants of the Company		44
Section 6.4	Additional Covenants and Representations of the Parties		47
Section 6.5	Backstop Lookback Protection		48

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Section 6.6	May 2013 Loan Agreement Lookback Protection	55
Section 6.7	Related Provisions	62
Section 6.8	Management Top-Up	63
Section 6.9	November 2013 Loan Agreement Lookback Protection	63
Section 6.10	January 2014 Loan Agreement Lookback Protection	69
Section 6.11	April 2014 Loan Agreement Lookback Protection	75
Section 6.12	November 2013 Common Share Lookback Protection	80
Section 6.13	January 2014 Common Share Lookback Protection	88
Section 6.14	April 2014 Common Share Lookback Protection	96
ARTICLE 7 DEFINITIONS AND INTERPRETATION		104
Section 7.1	Certain Definitions	104
Section 7.2	Headings	127
Section 7.3	Extended Meanings	128
Section 7.4	Currency	128
ARTICLE 8 CONFIDENTIALITY		128
Section 8.1	Confidentiality Covenant	128
Section 8.2	Other Permitted Disclosure	128
Section 8.3	Remedies	129
ARTICLE 9 [INTENTIONALLY OMITTED]		129
ARTICLE 10 MISCELLANEOUS		129
Section 10.1	Termination	129
Section 10.2	Amendments	130
Section 10.3	Waiver	130
Section 10.4	Assignment	130
Section 10.5	Enforcement	131
Section 10.6	Notices	131
Section 10.7	Further Assurances	133
Section 10.8	Binding Effect	133
Section 10.9	No Third Party Beneficiaries	133
Section 10.10	Severability	133
Section 10.11	Entire Agreement	133

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Section 10.12	Governing Law	134
Section 10.13	Independent Legal Advice	134
Section 10.14	Expenses	134
Section 10.15	Counterparts	134
Section 10.16	English Language	134

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FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

This FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of June 9, 2014, is by and among (i) Asian Coast Development (Canada) Ltd., a Canadian corporation (the “Company”), (ii) Harbinger II S.à r.l., Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., and Harbinger China Dragon Intermediate Fund, L.P. (collectively, “Harbinger”), (iii) PNK Development 18, LLC, a Delaware limited liability company and a subsidiary of Pinnacle Entertainment, Inc., a Delaware corporation (such subsidiary, “Pinnacle”) and (iv) PNK Development 31, LLC, a Delaware limited liability company and a subsidiary of Pinnacle Entertainment, Inc. (such subsidiary, “PNK Development 31”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Section 7.1.

RECITALS

WHEREAS, the Company, Harbinger and Pinnacle entered into the Shareholders Agreement, dated as of August 8, 2011(the “Original Shareholders Agreement”), when Pinnacle made its initial investment in the Company pursuant to the Pinnacle Subscription Agreement;

WHEREAS, the Company, Harbinger and Pinnacle entered into an Amended and Restated Shareholders Agreement, dated as of August 29, 2012, in connection with, inter alia, the 2012 Subscription Agreement as amended by the First Amendment to the Amended and Restated Shareholders Agreement dated as of September 28, 2012 (as amended, the “First Amended Shareholders Agreement”);

WHEREAS, the Company, Harbinger and Pinnacle entered into a Second Amended and Restated Shareholders Agreement, dated as of December 6, 2012, in connection with, inter alia, the Backstop Loan Agreement (the “Second Amended Shareholders Agreement”);

WHEREAS, the Company, Harbinger and Pinnacle entered into a Third Amended and Restated Shareholders Agreement, dated as of May 24, 2013, in connection with, inter alia, the May 2013 Loan Agreement, as amended from time to time (the “Third Amended Shareholders Agreement”);

WHEREAS, Harbinger and Pinnacle are shareholders of the Company;

WHEREAS, pursuant to the Conversion Agreement, dated September 23, 2013, by and among the Company, Harbinger, Pinnacle and PNK Development 31, the November 2013 Loan Agreement, the January 2014 Loan Agreement, and the April 2014 Loan Agreement, the parties have agreed to the exchange or conversion of loans, the Series V Special Shares and the Class VI Shares held by Harbinger and Pinnacle in the amounts set forth on Annex A into that number of Common Shares as is set forth on such Annex opposite each of their names at the conversion prices listed therein; and

WHEREAS, the Company, Harbinger and Pinnacle desire to grant to Harbinger and Pinnacle, as the case may be, certain rights with respect to their respective investments according to the following terms and conditions.

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NOW, THEREFORE, in consideration of the mutual premises and covenants set forth herein, the parties hereto agree as follows:

ARTICLE 1

SCOPE AND EFFECT OF AGREEMENT

Section 1.1 Support of Terms.

(a) Each of Harbinger and Pinnacle agrees with the other that it shall vote its respective Voting Securities (or, if more convenient, execute written shareholders’ consent resolutions) and in all other respects use its reasonable best efforts and take all such steps as may reasonably be within its powers so as to cause the Company or any Company Party to comply with and act in the manner contemplated by the provisions hereof, and so as to implement to their full extent the provisions of this Agreement and, to the extent, if any, permitted by Applicable Law, shall each use reasonable best efforts and take all such steps as may reasonably be within its powers so as to cause its respective nominee(s) as director so to act. For purposes of this Section 1.1(a), the terms “Harbinger” and “Pinnacle” shall include their respective Entity Affiliates that own Equity Securities.

(b) The Company shall (i) comply with its obligations under this Agreement, and (ii) use reasonable best efforts and take all such steps as may reasonably be within its powers to otherwise implement to their full extent the provisions of this Agreement. The parties hereto agree that their intent is to grant to each of Harbinger and Pinnacle (and their respective Entity Affiliates) certain rights with respect to its investment as more particularly set forth in this Agreement, and in accordance with the terms and conditions hereof, and that notwithstanding anything to the contrary set out in the Existing Shareholders Agreement or the Supplemental Agreement, the respective rights and obligations of the Company and Harbinger (including its Entity Affiliates) vis-à-vis each other under the Existing Shareholders Agreement and Supplemental Agreement shall, except as otherwise expressly provided herein, be subject and subordinate to the further agreements of the Company, Harbinger and Pinnacle set forth in this Agreement. Harbinger further acknowledges that it has irrevocably terminated and waived in favor of the Company and Pinnacle certain of its governance consent rights and covenants, including without limitation certain rights of first refusal and preemptive rights, in each case as more particularly set out in the Termination and Waiver dated as of August 29, 2012 granted by Harbinger in favor of the Company and Pinnacle. Without limiting the foregoing, until the termination of this Agreement in accordance with its terms, Harbinger acknowledges that, notwithstanding section 6.6 of the Existing Shareholders Agreement, it and its Entity Affiliates shall only be permitted to transfer Securities in accordance with the terms of this Agreement.

Section 1.2 Terms to Prevail over Constating Documents. If any of the provisions of this Agreement conflict with the Constating Documents, the provisions of this Agreement shall prevail to the extent of each such conflict, and each of the Company, Harbinger and Pinnacle shall, if reasonably possible, cause the Constating Documents to be amended so as to eliminate such conflict.

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Section 1.3 Amended and Restated Agreement. This Agreement is intended to represent a continuation of the Third Amended Shareholders Agreement, as amended and restated upon the terms and conditions set out herein, and from and after the date hereof supersedes and replaces the Third Amended Shareholders Agreement (which in turn superseded and replaced the Second Amended Shareholders Agreement, which in turn superseded and replaced the First Amended Shareholders Agreement, which in turn superseded and replaced the Original Shareholders Agreement) in its entirety.

ARTICLE 2

GOVERNANCE AND MANAGEMENT OF THE COMPANY

Section 2.1 Board Rights.

(a) Non-Voting Period. At any time other than during a Voting Period, the following provisions shall apply:

(i) Size and Composition.

(A) At any time during which Harbinger is the Majority Party:

(1) Subject to Section 2.1(a)(i)(A)(2), Harbinger and Pinnacle shall vote their respective Voting Securities so that the Board shall be composed of at least seven (7) but no more than twelve (12) directors, of which Pinnacle shall nominate a number of individuals from the number of directors to be elected that represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, but not less than two (2) directors (any director nominated by Pinnacle, a “Pinnacle Director”), with the remaining directors being nominated by Harbinger (any director nominated by Harbinger, a “Harbinger Director”), and Harbinger and Pinnacle shall vote their respective Voting Securities to elect such Pinnacle Directors and Harbinger Directors (including without limitation, the appointment of additional Harbinger Directors or Pinnacle Directors, if any and as applicable, immediately following the end of the Voting Period); provided, however, that (x) in no event shall Harbinger vote its Voting Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors, (y) Harbinger shall take all necessary action as promptly as practicable, including without limitation effecting an increase in the size of the Board or removal of some of the Harbinger Directors and causing the appointment of Pinnacle Directors, such that the number of Pinnacle Directors reflects the foregoing provision, and (z) any such appointment in furtherance of this Section 2.1(a)(i)(A)(1) shall only be permitted in accordance with the terms of the Constating Documents.

(2) Harbinger, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Pinnacle shall vote its Voting Securities so that the Board shall be comprised of such number of directors as recommended by Harbinger. In the event that the size of the Board is so increased or decreased, Harbinger shall vote its

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Voting Securities so that the number of Pinnacle Directors on the Board shall be in proportion to Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided, however, that in no event shall Harbinger vote its Voting Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Pinnacle Directors on the Board at any time is less than its proportionate share based on Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, then Pinnacle shall have the right to require (exercisable by written notice to Harbinger) that Harbinger, as the Majority Party, take, and Harbinger shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Harbinger Directors and causing the appointment of additional Pinnacle Directors and voting its Voting Securities thereafter, such that the number of Pinnacle Directors reflects Pinnacle’s proportionate share of such voting power; provided, however, that in no event shall Harbinger vote its Voting Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors.

(B) At any time during which Harbinger is the Minority Party:

(1) Harbinger and Pinnacle shall vote their respective Voting Securities so that (x) the Board shall be composed of at least seven (7) but no more than twelve (12) directors, and (y) the number of directors nominated by each of Pinnacle and Harbinger shall be proportionate to their then-respective ownership percentages of the Equity Voting Power, rounded up or down to the nearest whole number.

(2) Pinnacle, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Harbinger, as the Minority Party, shall vote its Voting Securities so that the Board shall be comprised of such number of directors as recommended by Pinnacle. In the event that the size of the Board is so increased or decreased, Pinnacle shall vote its Voting Securities so that the number of Harbinger Directors on the Board shall be in proportion to Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided, however, that in no event shall Pinnacle vote its Voting Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Harbinger Directors on the Board at any time is less than its proportionate share based on Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, then Harbinger shall have the right to require (exercisable by written notice to Pinnacle) that Pinnacle, as the Majority Party, take, and Pinnacle shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Pinnacle Directors and causing the appointment of additional Harbinger Directors and voting its Voting Securities thereafter, such that the number of Harbinger Directors reflects Harbinger’s proportionate share of such voting power; provided, however, that in no event shall Pinnacle vote its Voting Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors.

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(C) Independent Director. Subject to Section 2.1(d)(xii), at any time other than during a Voting Period (whether Harbinger is the Majority Party or otherwise), Harbinger shall be required to include an Independent Director as one of its nominees for election as a director pursuant to Section 2.1(a). In all such events, Harbinger and Pinnacle shall vote their respective Voting Securities such that the Independent Director nominee proposed by Harbinger would be elected as a director to the Board. For the avoidance of doubt, as soon as practicable following the termination of a Voting Period and solely to the extent Pinnacle has nominated, and such director is at such time serving as, an Independent Director, (1) the Independent Director shall remain on the Board, but shall be designated to be a Harbinger Director without derogating from any of the rights set forth in Section 2.1(a)(i)(A) and (2) Pinnacle shall be entitled to appoint a replacement Pinnacle Director and Harbinger agrees to cause its appointed directors to act so as to effectuate Pinnacle’s right to appoint such Pinnacle Director in accordance with the foregoing, including by causing its directors to increase the size of the Board and fill a vacancy on the Board with such replacement Pinnacle Director.

(ii) For the avoidance of doubt, neither Harbinger nor Pinnacle shall be required to vote their respective Voting Securities in the manner set forth in Section 2.1(a)(i) at any time during a Voting Period.

(iii) Subject to Applicable Law, the parties shall cause their nominees to the Board to call and hold a special meeting of the shareholders of the Company if necessary to effectuate the provisions of this Section 2.1(a).

(b) Voting Period. At any time during the duration of any Voting Period, the following provisions shall apply:

(i) Size and Composition. Harbinger and Pinnacle shall vote their respective Voting Securities so that the Board shall be composed of (A) such number of directors as is set forth in Section 4.1(c) of the Existing Shareholders Agreement, of which six (6) directors shall be nominated by Harbinger and shall vote their respective Voting Securities to elect such six (6) nominees and (B) no more than ten (10) directors. From and after the date of this Agreement, Harbinger agrees to (A) nominate, as part of its slate of six nominees for the election as directors, the number of individuals proposed by Pinnacle in writing that, in respect of such slate of six (6) director nominees, represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided that Harbinger shall be required to nominate at least two nominees proposed by Pinnacle; and (B) vote its Voting Securities to elect such Pinnacle nominees. With respect to any remaining directors that may be nominated for election as a director of the Company by the Principal Shareholders in accordance with the terms and conditions of Section 4.1(c) of the Existing Shareholders Agreement, Harbinger shall not (and shall not permit its Subsidiaries to), without first obtaining Pinnacle’s written consent (which consent shall not be unreasonably withheld or delayed), make any affirmative decision as to the eligibility or qualifications of any such nominees that may be proposed by the Principal Shareholders, provided that rejection of nominees proposed by the Principal Shareholders shall not require Pinnacle’s written consent.

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(ii) Board Observer. In addition to any right to nominate a director in accordance with this Agreement, the Company shall invite and permit at least one representative designated by the Majority Party, at least one representative designated by the Minority Party and any other individuals in the Board’s discretion to attend all duly called meetings of the Board and any committee thereof (whether in person, telephonically or otherwise) solely in a non-voting observer capacity (each, a “Board Observer”) and, in this respect, shall give the Board Observer copies of all notices, minutes, consents and other materials that the Company provides to its directors in connection with such meeting, subject to the limitations set forth below in Section 2.3 and provided that the Board Observer shall enter into an agreement with the Company providing that the Board Observer shall hold in confidence and trust all information provided to him or her or learned by him or her in connection with the observer rights described herein, except to the extent otherwise required by Applicable Law and any other regulatory process to which such party is subject. For the avoidance of doubt, (1) the Board Observer designated by Pinnacle may share all such information with PEI and its Entity Affiliates and (2) the Board Observer designated by Harbinger may share all such information with Harbinger and its Entity Affiliates.

(iii) Independent Directors. Subject to Section 2.1(d)(xii), at any time during which Pinnacle is the Minority Party, Pinnacle may, but is not required to, propose an Independent Director as one of its nominees for election as a director pursuant to Section 2.1(b)(i), and Harbinger and Pinnacle shall vote their respective Voting Securities such that the Independent Director nominee proposed by Pinnacle would be elected as a director to the Board.

(c) For purposes of this Section 2.1, the terms “Harbinger” and “Pinnacle” shall include their respective Entity Affiliates that own Voting Securities.

(d) In General. At all times during the term of this Agreement (whether during a Voting Period or otherwise), the following provisions shall apply:

(i) Committees. Each of Harbinger and Pinnacle shall have the right to appoint at least one director to each of the Audit Committee, the Compensation Committee, the Nominating Committee, the Corporate Governance Committee, the Investment Committee, and the Compliance Committee, and any other committees of the Board formed after the date of this Agreement (including, but not limited to, any executive committee, special committee, and the Operating Committee). Each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its reasonable best efforts and take all such steps as may reasonably be within its powers so as to cause its respective appointed directors to act so as to effectuate each party’s right to appoint at least one committee member in accordance with the foregoing sentence; provided, however, that the majority of committee members on any such committee (other than the Executive Committee and the Operating Committee) shall consist of directors appointed by the Majority Party.

(ii) Executive Committee. Each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its reasonable best efforts and take all such steps as

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may reasonably be within its powers so as to cause its respective appointed directors to (A) appoint an Executive Committee of the Board with the greatest director powers an executive committee of a board of directors may possess under Applicable Law (the “Executive Committee”), and (B)(1) designate the following Persons to constitute the Executive Committee: two directors designated by the Majority Party and one director designated by the Minority Party, who shall be the voting members of such Committee, and the Chief Executive Officer of the Company and the Pinnacle Advisor, (2) not revoke or alter the authority given to the Executive Committee, (3) not override any decision made by the Executive Committee, (4) not terminate the appointment of, or change the membership of, the Executive Committee, and (5) not fill vacancies in the Executive Committee, except in the case of each of the foregoing clauses (1) - (5), as provided herein or as otherwise may be agreed to in writing by Harbinger and Pinnacle. Each of Harbinger and Pinnacle shall take all actions, and shall to the extent permitted by Applicable Law, cause its respective appointed directors to take all actions, necessary or appropriate to effectuate the delegation of authority to the Executive Committee for the matters set forth in this Section 2.1(d)(ii), including the adoption of resolutions of the Board in accordance with Applicable Law.

(iii) Operating Committee. Each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its reasonable best efforts and take all such steps as may reasonably be within its powers so as to cause its respective appointed directors to (A) appoint an Operating Committee of the Board with such director powers as to be set forth in a charter document mutually agreed upon by Harbinger and Pinnacle (the “Operating Committee”), and (B)(1) designate the following Persons to constitute the Operating Committee: one director designated by the Majority Party, one director designated by the Minority Party, who shall be the voting members of such Committee, and the Chief Executive Officer of the Company and the Pinnacle Advisor, (2) not revoke or alter the authority given to the Operating Committee, (3) not override any decision made by the Operating Committee, (4) not terminate the appointment of, or change the membership of, the Operating Committee, and (5) not fill vacancies in the Operating Committee, except in the case of each of clauses (1) - (5), as provided herein or as otherwise may be agreed to in writing by Harbinger and Pinnacle. Each of Harbinger and Pinnacle shall take all actions, and shall to the extent permitted by Applicable Law, cause its respective appointed directors to take all actions, necessary or appropriate to effectuate the delegation of authority to the Operating Committee for the matters set forth in this Section 2.1(d)(iii), including the adoption of resolutions of the Board in accordance with Applicable Law.

(iv) Future Funding Committee. Each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its reasonable best efforts and take all such steps as may reasonably be within its powers so as to cause its respective appointed directors to (A) appoint a Future Funding Committee of the Board (the “Future Funding Committee”) to make recommendations to the Board from time to time apprising the Board of the Future Funding Committee’s beliefs as to the Company’s need for additional financing, including the amount of financing being recommended by the Future Funding Committee for the Company and an approximate timetable for such recommended financing (the “Financing Need Recommendation”), and (B)(1) designate the following Persons to

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constitute the Future Funding Committee: one director designated by Harbinger, one director designated by Pinnacle, the Independent Director(s) of the Company and any Board Observer of the Company that would be an Independent Director if such individual were appointed to the Board, (2) not revoke or alter the authority given to the Future Funding Committee, (3) not terminate the appointment of, or change the membership of, the Future Funding Committee, and (4) not fill vacancies in the Future Funding Committee, except in the case of each of clauses (1) - (4), as provided herein or as otherwise may be agreed to in writing by Harbinger and Pinnacle. Upon receipt of a Financing Need Recommendation from the Future Funding Committee, each of Pinnacle and Harbinger shall, to the extent permitted by Applicable Law, use its reasonable best efforts and take all such steps as may reasonably be within its powers so as to cause its respective appointed directors to call a meeting of the Board in order for the Board to make a determination as to whether the Financing Need Recommendation is in the best interest of the Company in accordance with their fiduciary duties under Applicable Law. Each of Pinnacle and Harbinger shall, to the extent permitted by Applicable Law, use its reasonable best efforts and take all such steps as may reasonably be within its powers so as to cause its respective appointed directors to approve or reject the Financing Need Recommendation. Each of Harbinger and Pinnacle shall take all actions, and shall to the extent permitted by Applicable Law, cause its respective appointed directors to take all actions, necessary or appropriate to effectuate the delegation of authority to the Future Funding Committee for the matters set forth in this Section 2.1(d)(iv), including the adoption of resolutions of the Board in accordance with Applicable Law. For the avoidance of doubt and subject to the authority delegated to the Independent Committee in Section 2.1(d)(v), the Board shall maintain sole and absolute authority, in its sole discretion, to determine (A) the Company’s need for additional financing, including the amount of any financing or the approximate timetable related thereto, and (B) any and all matters being considered and recommended by the Future Funding Committee.

(v) Independent Committee. In connection with the Administrative Services Agreement and certain actions as set forth in Section 6.1(b) and Section 6.2(a), each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its respective reasonable best efforts and take all such steps as may reasonably be within its respective powers so as to cause its respective appointed directors to appoint an Independent Committee of the Board consisting solely of Independent Directors (the “Independent Committee”). The Independent Committee shall have the full power and authority of the Board with respect to the review of any action to be taken by the Company in connection with the Administrative Services Agreement to the extent and in accordance with the provisions therein. Each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its reasonable best efforts to, and take all such steps as may reasonably be within its powers as to cause its respective directors to, (1) designate only Independent Directors to the Independent Committee, (2) not revoke or alter the authority given to the Independent Committee, (3) not override any decision made by the Independent Committee, (4) not terminate the appointment of, or change the membership of, the Independent Committee, and (5) not fill vacancies in the Independent Committee, except in the case of each of clauses (1) - (5), as provided herein or as otherwise may be agreed to in writing by the Company, Harbinger and Pinnacle. Without derogating from the power and authority granted hereby or by any resolution of the

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Board, the scope of any powers and authority of the Independent Committee in addition to those set forth above shall, subject to the Business Corporations Act (British Columbia) be set forth in a charter document to be mutually agreed upon by Harbinger and Pinnacle. Each of Harbinger and Pinnacle shall take all actions, and shall to the extent permitted by Applicable Law, cause its respective appointed directors to take all actions, necessary or appropriate to effectuate the delegation of authority to the Independent Committee for the matters set forth in this Section 2.1(d)(v), including the adoption of resolutions of the Board in accordance with Applicable Law.

(vi) [Intentionally omitted.]

(vii) Removal and Replacement of Directors. Any director may be removed from the Board or from any committee at any time, with or without cause, only at the direction of the shareholder that designated such director. If a vacancy is created on the Board or a committee as a result of the death, disability, retirement, resignation, or removal of any director, then the shareholder that designated such director shall have the right to designate such director’s replacement.

(viii) Voting at Meetings. Each of Harbinger and Pinnacle shall vote their Voting Securities at any meeting of shareholders called to elect directors in favor of electing individual nominees to the Board in accordance with the provisions of this Section 2.1.

(ix) Timing. To the extent permitted, the election or designation of Harbinger’s and Pinnacle’s nominees as set forth above in this Section 2.1 will be effected as soon as practicable following designation of such nominees.

(x) Termination of Board Rights. Notwithstanding the foregoing provisions of this Section 2.1, if, at any time, the Minority Party (together with its Entity Affiliates) shall cease to own at least seven and one half percent (7.5%) of the Equity Voting Power (other than as a result of falling below such threshold immediately following a Drag-Along Transaction under Section 3.3 herein, as applicable), then (A) such Minority Party shall cease to have the right to designate any director(s) or Board Observer pursuant to Section 2.1 and the Majority Party shall no longer have any obligation with respect to voting its Voting Securities accordingly, (B) the Minority Party shall cause any and all of its directors to resign from the Board and any committees (or such director(s) shall be removed from the Board and any committees), as applicable, as soon as practicable and, in any case, prior to the date of the next Board or committee meeting or action by written consent and (C) the Company shall no longer be obligated to invite or permit Board Observers designated by the Minority Party to attend meetings or have access to information regarding the Company.

(xi) Subsidiary Boards. If, and solely to the extent that, the Majority Party determines to exercise any right to designate a member to any board of directors or similar governing body of any Subsidiary of the Company, then the Majority Party and the Minority Party shall each vote their respective Voting Securities so that the number of directors nominated by each of the Majority Party and the Minority Party to such board

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or governing body is in proportion to their then respective ownership percentages of the Equity Voting Power, rounded up or down to the nearest whole number.

(xii) Continued Appointment of Independent Director. Each of Harbinger and Pinnacle shall use its best efforts to cause their respective directors to, and if necessary to otherwise vote their respective Voting Securities to, ensure that there is at all times at least one Independent Director on the Board and, if at any time, any Independent Director ceases to be an Independent Director or ceases to be on the Board, the party that nominated such Independent Director shall act promptly to (including causing their respective directors to, and if necessary to otherwise vote their respective Voting Securities to) appoint a replacement Independent Director in the most expedient manner permitted by Applicable Law and all parties shall take such other action as is necessary to cause the election of the replacement Independent Director.

Section 2.2 Pinnacle Advisor. In addition to Pinnacle’s right to appoint the Pinnacle Director(s) and a Board Observer, Pinnacle shall also have the right to appoint, at Pinnacle’s sole cost and expense, an employee of Pinnacle to serve in a senior advisory capacity at the Company, subject to any additional limitations that may be set forth in any management agreement related to the Ho Tram Project (the “Pinnacle Advisor”). For the avoidance of doubt, (a) the Pinnacle Advisor shall not be deemed to be an employee of the Company, (b) the Pinnacle Advisor shall not have the right to attend or observe any meetings of the Board or its committees unless and until requested by the Board (unless the Person serving as the Pinnacle Advisor is also a Pinnacle Director or Pinnacle Board Observer), except for the Operating Committee and the Executive Committee as respectively set forth in Section 2.1(d)(ii)(B) and Section 2.1(d)(iii)(B), and (c) no action taken by the Pinnacle Advisor shall constitute the act of or otherwise serve to bind the Company. The Company shall give the Pinnacle Advisor copies of all notices, minutes, consents, and other materials that the Company provides to its directors in connection with any Board meeting, subject to the limitations set forth below in Section 2.3 and provided that the Pinnacle Advisor shall enter into an agreement with the Company providing that he or she shall hold in confidence and trust all information provided to the Pinnacle Advisor or learned by the Pinnacle Advisor in connection with the rights described herein, except to the extent otherwise required by Applicable Law or any other regulatory process to which Pinnacle, PEI or the Pinnacle Advisor is subject or except as otherwise permitted under this Agreement. The Pinnacle Advisor may, as it deems necessary or desirable, share all such information with PEI and its Entity Affiliates, and their respective officers, directors, employees and agents. For the avoidance of doubt, Pinnacle acknowledges that the costs and expenses incurred by the Pinnacle Advisor in connection with their actions undertaken pursuant to this Section 2.2 shall not constitute reimbursable expenses of the consultant under the Administrative Services Agreement.

Section 2.3 Access to Information.

(a) Books and Records.

(i) All books and records, including all records relating to or reflecting the operations of the Ho Tram Project or any other Company project, shall be (a) maintained at the principal executive offices of the Company, and (b) made available to Harbinger

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and Pinnacle, the Harbinger Director(s), the Pinnacle Director(s), the Pinnacle Board Observer and the Pinnacle Advisor for examination, audit, inspection, and copying at any time; provided, however, that the Board, following deliberations without any of the Pinnacle Director, Pinnacle Board Observer or Pinnacle Advisor in attendance, reserves the right to withhold any information and to exclude each Pinnacle Director, Pinnacle Board Observer or Pinnacle Advisor, as the case may be, from any meeting or portion thereof if access to such information or attendance at such meeting is presently or in the future restricted or prohibited by the terms and conditions of any management or other agreement relating to the Ho Tram Project or any other Company project; provided, however, that the Board (excluding any Pinnacle Director, Pinnacle Board Observer or Pinnacle Advisor) shall instruct management to use its reasonable best efforts to identify and redact any prohibited or restricted information from any such agreement in an effort to make the remainder of such agreement available to Pinnacle, the Pinnacle Director(s), the Pinnacle Board Observer and the Pinnacle Advisor, and the Board (excluding any Pinnacle Director, Pinnacle Board Observer or Pinnacle Advisor) shall request that the other party to such management or other agreement agree to minimize or eliminate such restrictions and prohibitions. Upon termination of this Agreement or, if earlier, at such time as either Harbinger or Pinnacle (together with its respective Entity Affiliates) no longer owns at least seven and one half percent (7.5%) of the Equity Voting Power, all such books and records shall be turned over to the Company immediately and shall remain the property of the Company, subject to access by such party upon reasonable notice for examination, audit, inspection, and copying solely for purposes of such party’s accounting and tax requirements or the calculation and verification of amounts remaining due between the Company and such party following such termination. For the avoidance of doubt, nothing contained in this Agreement other than this Section 2.3(a) shall affect or limit the rights to access or inspect Company information and books and records that either Harbinger or Pinnacle and its respective director(s) may have under the applicable corporate laws of the Company’s jurisdiction of incorporation or organization.

(ii) [Intentionally omitted]

(iii) Tax Reporting. In addition, the Company shall keep adequate books and records and shall provide Harbinger and Pinnacle on a timely basis with access to such books and records and with such other information that either reasonably request to enable it to satisfy all its tax reporting obligations arising from its ownership of an interest in the Company and to make such tax elections as it deems appropriate. Without limiting the generality of the foregoing, such information shall include (A) records of all distributions and other transactions of the Company or any of its subsidiaries, (B) computations of income, earnings and profits, ordinary earnings, net capital gains, tax basis and foreign taxes, (C) PFIC Annual Information Statements as described in Section 1.1295-1(g) of the Treasury Regulations (or any successor Treasury Regulations) and any other information reasonably requested to enable Harbinger and/or Pinnacle and their respective Entity Affiliates to elect to treat the Company or any of its subsidiaries as a “QEF” under Section 1295 of the Code, to continue such qualification as a QEF and to satisfy the Harbinger’s and/or Pinnacle’s and their respective Entity Affiliates’ attendant reporting obligations, and (D) if the Company is or becomes a “controlled foreign corporation” within the meaning of Section 957 of the Code, such information as the

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Harbinger and/or Pinnacle and their respective Entity Affiliates reasonably request to satisfy their tax reporting obligations. The Company shall engage U.S. tax advisors mutually acceptable to Harbinger and Pinnacle, and provide such assistance and cooperation as is reasonably necessary for such U.S. tax advisors to determine the tax basis, allocable share of income, earnings and profits, ordinary earnings, net capital gains, tax basis and foreign taxes and other tax attributes of the Company relevant to Harbinger’s and Pinnacle’s interest in the Company.

(b) Financial Reporting Requirements.

(i) Without limiting Section 2.3(a), subject to Applicable Law and compliance with Article 8, the Company will, and will cause its Subsidiaries to furnish promptly to Harbinger and Pinnacle all information concerning the business and properties of the Company and its Subsidiaries, including financial information, as Harbinger or Pinnacle may reasonably request, to the extent that Harbinger or Pinnacle reasonably concludes that such information is necessary to permit it to comply with any applicable securities laws (including, without limitation, any such reporting obligations under Sections 13(a) and 15(d) of the Exchange Act or, in the case of Pinnacle, in connection with an offering or sale of debt or equity securities of PEI (or its Affiliates) (as applicable) in an offering registered under the Securities Act or exempt from such registration, in such form as reasonably requested by Harbinger or Pinnacle, as the case may be, to comply with its respective Exchange Act or Securities Act reporting obligations, which will mean, at a minimum, that the financial information will either be presented in accordance with U.S. GAAP or in a manner which will permit Harbinger or Pinnacle, as the case may be, to convert such information into financial statements in accordance with U.S. GAAP without incurring material cost or delay. In addition, the Company shall cause its officers, employees, counsel and public accountants to cooperate with Harbinger and Pinnacle, as the case may be, in connection with their respective compliance with applicable securities laws or, in the case of Pinnacle, with any offering of PEI’s (or its Affiliate’s) securities (as applicable), including customary assistance in connection with underwritten offerings.

(ii) In particular, but without limiting the generality of paragraph (b)(i) above, and subject to Section 2.3(a), the Company will make the following financial information available to Harbinger and Pinnacle and each of their outside independent auditors on a recurrent basis (without need of specific request by Harbinger or Pinnacle) for examination, audit, inspection, and copying:

(A) Monthly unaudited management reports of the Company and its Subsidiaries, within thirty (30) days after the end of each month;

(B) Quarterly unaudited consolidated financial statements of the Company, within forty (40) days after the end of each fiscal quarter;

(C) Annual consolidated financial statements of the Company accompanied by the audit report of the auditor, within ninety (90) days after the end of each fiscal year; and

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(D) Such non-consolidated financial statements and reports as may be requested by Harbinger or Pinnacle, acting reasonably;

provided, however, that in the event that Harbinger or Pinnacle reports financial results and financial position of the Company as a consolidated subsidiary, then the Company will use commercially reasonable efforts to provide the foregoing financial information and access to Harbinger’s and Pinnacle’s independent outside auditors on such shorter time frames as Harbinger and Pinnacle may reasonably specify taking into account their applicable periodic reporting obligations under the Exchange Act.

ARTICLE 3

TRANSFERS AND RELATED COVENANTS

Section 3.1 Transfer Restrictions.

(a) Harbinger and Pinnacle Restrictions. Transfers of Securities held by either Harbinger or Pinnacle shall be subject to the following provisions:

(i) Each of Harbinger and Pinnacle may Transfer its Securities (x) as permitted under and in accordance with the terms and conditions of Section 3.2 and (y) pursuant to a pro rata optional redemption by the Company of any Securities that, by their terms, may be redeemed by the Company at its option.

(ii) Each of Harbinger and Pinnacle shall be permitted to Transfer Securities to a parent, subsidiary, Affiliate or other legal entity, in each case, that directly or indirectly “controls”, is controlled by or is under common control with, Harbinger or Pinnacle, as applicable (such an entity or person, an “Entity Affiliate”) without restriction (including, without limitation, any of the Transfer restrictions contained in this Article 3). For purposes of this provision, the holding of at least fifty-one percent (51%) of the equity or voting interest of an entity, or the direct or indirect ability to direct or cause the direction of the management of the business and affairs of an entity, shall be deemed to constitute “control”.

(iii) Unsuitability.

(A) If, at any time any Gaming Problem in Vietnam exists for the Company as a result of issues relating to the Majority Party, the following provisions shall apply:

(1) For as long a period as the Vietnam Gaming Authority will permit (the “Majority Party Cure Period”), the Majority Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to the Gaming Problem. During such period, the Minority Party shall not partake in any discussions or negotiations with the regulator in question without the Majority Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Minority Party is so required to partake in discussions or negotiations with such regulator, the Minority Party shall give the Majority Party such advance notice of such

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discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the applicable regulator in question for the Majority Party to jointly participate in such discussions or negotiations).

(2) During the Majority Party Cure Period, and for as long a period as the Vietnam Gaming Authority will permit (not to exceed six (6) months after the expiration of the Majority Party Cure Period, unless the Majority Party and the Minority Party mutually agree on a longer period) (the “Majority Party Sale Period”), the Majority Party shall be permitted to sell to an unaffiliated third party its Securities (including in a sale to a third party of all of the outstanding Equity Securities in the Company), in each case subject to the Minority Party’s right of first negotiation under Section 3.5 and such six (6) month period after the expiration of the Majority Party Cure Period shall not commence until the Minority Party’s right of first negotiation shall have expired.

(3) During the Majority Party Cure Period and the Majority Party Sale Period, the Majority Party will use its commercially reasonable efforts to take such action as is reasonably necessary and permitted by the Vietnam Gaming Authority in order to seek to preserve the value of the Company, including, as determined in the Majority Party’s sole discretion and to the extent not otherwise required by the Vietnam Gaming Authority, Transferring its Securities to a Divestiture Trust. Following one hundred and eighty (180) days after the termination of the Majority Party Cure Period, the Minority Party or the Company may direct the Majority Party to transfer its Securities to a Divestiture Trust.

(4) Following the expiration of the Majority Party Sale Period, the Minority Party shall be provided with as long a period as the Vietnam Gaming Authority will permit (not to exceed six (6) months after the expiration of the Majority Party Sale Period, unless the Majority Party and the Minority Party mutually agree on a longer period) (the “Minority Party Sale Period”) in which to sell to an unaffiliated third party its Securities, subject to the Majority Party’s right of first negotiation under Section 3.5 and such six (6) month period after the expiration of the Majority Party Sale Period shall not commence until the Majority Party’s right of first negotiation under Section 3.5 shall have expired.

(5) Following the expiration of the Minority Party Sale Period, if a sale of the Minority Party’s Securities has not been effected (or a definitive agreement with respect thereto has not been executed), or at such earlier time if the Vietnam Gaming Authority so requires, the Minority Party shall have the right, exercisable over a period of ninety (90) days following the expiration of the Minority Party Sale Period (which ninety (90) day period shall commence on the earlier of (x) the next Business Day following a period of six (6) months from the commencement of the Minority Party Sale Period, or (y) the date on which written notice from the Company or HTPCL, as applicable, to the Minority Party is received to the effect that the Vietnam Gaming Authority has not permitted the Minority Party Sale Period to run a full six (6) months or the Vietnam Gaming Authority requires the period for the Minority Party’s right to require the Company to purchase its Securities to commence earlier), to require

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the Company to purchase all, but not less than all, of its Securities, unless prior to the expiration of such ninety (90) day period the Majority Party transfers its Securities to such a Divestiture Trust, in which case (I) such ninety (90) day period shall be tolled, and (II) the Minority Party shall not have a right to require the Company to purchase all of the Minority Party’s Securities, in each such case of clauses (I) and (II), so long as the Majority Party’s Securities are held by such a Divestiture Trust and the Vietnam Gaming Authority permits the continuation of such holding by the Divestiture Trust. If the Minority Party exercises such right, the Company shall repurchase such Securities at an aggregate purchase price equal to the amount initially allocated thereto as of the date of the Minority Party’s purchase of such Securities (the “Purchase Price”). The form of consideration to be paid by the Company may, in the Company’s sole discretion, be either cash or one or more promissory notes issued to the Minority Party by the Company (A) in an aggregate principal amount equal to the Purchase Price, (B) bearing no interest, (C) having a term of thirty-six (36) months, and (D) which, subject to receipt of any approval required under any Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Minority Party, in such Securities.

(B) If, at any time any Gaming Problem in the United States of America exists for the Majority Party or the Minority Party, as applicable (such party with such Gaming Problem, the “Affected Party”, and the other party which is not the Affected Party, the “Non-Affected Party”) as a result of issues relating to the Company, the following provisions shall apply:

(1) For as long a period as the relevant U.S. Gaming Authority will permit (the “Affected Party U.S. Cure Period”), the Company must use reasonable best efforts to cure all regulatory concerns giving rise to the Gaming Problem. During such period, the Company shall not partake in any discussions or negotiations with the applicable regulator in question without the Affected Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Company is so required to partake in discussions or negotiations with such regulator, the Company shall give the Affected Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Affected Party to jointly participate in such discussions or negotiations).

(2) During the Affected Party U.S. Cure Period, and for as long a period as the relevant U.S. Gaming Authority will permit, the Affected Party shall be permitted to sell to an unaffiliated third party its Securities, subject to the Non-Affected Party’s right of first negotiation under Section 3.5.

(C) If, at any time any Gaming Problem in the United States of America exists for the Affected Party as a result of issues relating to the Non-Affected Party, the following provisions shall apply:

(1) For as long a period as the relevant U.S. Gaming Authority will permit (the “Non-Affected Party U.S. Cure Period”), such Non-Affected Party must

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use commercially reasonable efforts to cure all regulatory concerns giving rise to such Gaming Problem, including, without limitation, cooperating with the Affected Party to provide such U.S. Gaming Authority such information about the Non-Affected Party as the Affected Party may reasonably request and to partake in discussions with such U.S. Gaming Authority to the extent requested by the Affected Party. During such period, the Non-Affected Party shall not partake in any discussions or negotiations with such U.S. Gaming Authority without the Affected Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Non-Affected Party is so required to partake in discussions or negotiations with such regulator, the Non-Affected Party shall give the Affected Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Affected Party to jointly participate in such discussions or negotiations).

(2) During the Non-Affected Party U.S. Cure Period, and for as long a period as the relevant U.S. Gaming Authority will permit (the “Affected Party U.S. Sale Period”), the Affected Party shall be permitted to (a) sell its Securities to an unaffiliated third party, subject to the Non-Affected Party’s right of first negotiation under Section 3.5, and/or (b) transfer its Securities to a Divestiture Trust (and may continue any efforts to attempt to sell its Securities while such Securities remain in such Divestiture Trust).

(3) In addition, at any time following the Non-Affected Party U.S. Cure Period, the Affected Party shall have the right to require the Company to purchase all, but not less than all, of its Securities. If the Affected Party exercises such right, the Company shall repurchase such Securities at the Purchase Price within thirty (30) days of the exercise of such right. The form of consideration to be paid by the Company shall be cash; provided, however, the Company may, in its sole discretion, pay the consideration for such purchase by issuing one or more promissory notes to the Affected Party (a) in an aggregate principal amount equal to the Purchase Price, (b) bearing no interest, (c) with the term (with payment in full being due on the last day of the term) being a period of time equal to five (5) years; provided, however, that such five (5) year term shall be reduced by that number of days that is equal to the number of days after the expiration of the Non-Affected Party U.S. Cure Period; provided, further, that in no event shall the period of such term be less than three (3) years, and (d) which, subject to receipt of any approval required under any Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Affected Party, in such Securities.

(D) If, at any time any Gaming Problem in Vietnam exists for the Company as a result of issues relating to the Minority Party, the following provisions shall apply:

(1) For as long a period as the Vietnam Gaming Authority will permit (the “Minority Party Cure Period”), the Minority Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to such Gaming Problem. During such period, the Majority Party shall not partake in any discussions or

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negotiations with the applicable regulator in question without the Minority Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Majority Party is so required to partake in discussions or negotiations with such regulator, the Majority Party shall give the Minority Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the regulator in question for the Minority Party to jointly participate in such discussions or negotiations).

(2) Following the expiration of the Minority Party Cure Period, and for as long a period as the Vietnam Gaming Authority will permit (the “Minority Party Vietnam Sale Period”), the Minority Party shall be required to use commercially reasonable efforts to attempt to sell its Securities to an unaffiliated third party, subject to the Majority Party’s right of first negotiation under Section 3.5.

(3) During the Minority Party Cure Period and at any time thereafter, the Minority Party may transfer its Securities to a Divestiture Trust. The Minority Party’s Securities may remain in such a Divestiture Trust while the Minority Party continues any efforts to attempt to sell its Securities during the Minority Party Vietnam Sale Period.

(4) Following the expiration of the Minority Party Vietnam Sale Period, if a sale of the Minority Party’s Securities has not been effected (or a definitive agreement with respect thereto has not been executed) and if the Minority Party’s Securities are not then currently held by a Divestiture Trust, the Majority Party shall have the right, exercisable over a period of ninety (90) days (which ninety (90) day period shall commence on that date written notice from the Company or HTPCL, as applicable, to the Minority Party is received to the effect that the Vietnam Gaming Authority has not permitted the Minority Party Sale Period to continue) to purchase all, but not less than all, of the Minority Party’s Securities immediately following the expiration of such ninety (90) day period, unless prior to the expiration of such ninety (90) day period the Minority Party transfers its Securities to such a Divestiture Trust, in which case (a) such ninety (90) day period shall be tolled, and (b) the Majority Party shall not have a right to purchase all of the Minority Party’s Securities, in each such case of clauses (a) and (b), so long as such Securities are held by such a Divestiture Trust and the Vietnam Gaming Authority permits the continuation of such holding by the Divestiture Trust. In the exercise of any such purchase right, the purchase price for such Securities by the Majority Party shall be the Purchase Price for such Securities. The form of consideration to be paid by the Majority Shareholder shall be cash; provided, however, that the Majority Party may, in its sole discretion, pay the consideration for such purchase by issuing one or more promissory notes to the Minority Party (a) in an aggregate principal amount equal to the Purchase Price, (b) bearing no interest, (c) with the term (with payment in full being due on the last day of the term) being a period of time equal to five (5) years; provided, however, that such five (5) year term shall be reduced by that number of days that is equal to the number of days after the expiration of the Minority Party Cure Period; provided, further, that in no event shall the period of such term be less than three (3) years, and (d) which, subject to receipt of any approval required under any

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Gaming Laws, shall be secured by a first priority security interest, in form and substance reasonably satisfactory to the Minority Party, in such Securities.

(5) Following the expiration of the ninety (90) day period set forth in Section 3.1(a)(iii)(D)(4) above, the Majority Party or the Company may direct the Minority Party to transfer its Securities to a Divestiture Trust.

(E) Notwithstanding anything to the contrary set forth in this Section 3.1(a)(iii), immediately upon such time that the Company, the Majority Party or Minority Party, as applicable, has taken any action which the applicable regulator in question confirms has fully and finally remediated the Gaming Problem or otherwise causes such regulator to withdraw or discontinue its investigation or pursuit of any action with respect to such Gaming Problem, the rights and obligations of the Company, the Majority Party and/or Minority Party, as applicable, with respect to the Transfer of Securities pursuant to clauses (A) through (D) above, and arising as a result of such Gaming Problem, shall immediately terminate, it being acknowledged and agreed that all of such rights and obligations shall remain fully applicable to any other Gaming Problem that may have arisen or may thereafter arise.

(F) In furtherance of the foregoing and in connection with a Transfer of Securities pursuant to this Section 3.1(a)(iii), the Company shall provide, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause each of its and their respective representatives, including legal, tax, regulatory and accounting, to provide, all cooperation reasonably requested by the Majority Party or the Minority Party, as applicable, in their capacity as a Transferring party in accordance with the terms of this Section 3.1(a)(iii), which cooperation shall include (1) providing, as promptly as practicable, to the Transferring party all financial and other information regarding the Company and its Subsidiaries (including information regarding the business, operations, financial projections and prospects of the Company) as may be reasonably requested by the Transferring party to assist in preparation of customary materials to be used for the completion of the Transfer, except as may be limited by Section 2.3, (2) affording prospective purchasers access to the Company’s senior management, including due diligence sessions (including accounting due diligence sessions), (3) executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from the advisors of such Subsidiaries), customary certificates as to valid existence, incumbency and due authorization, or other documents and instruments related to such Transfer as may be reasonably requested by the Transferring party as necessary and customary in connection with such a Transfer, and (4) using its reasonable best efforts, to have its independent accountants provide their reasonable cooperation in connection with such Transfer.

(iv) Constating Documents.

(A) To the extent any Transfer is permitted pursuant to the terms of this Agreement, the Company shall use reasonable best efforts, including without limitation taking all such steps as may reasonably be within its powers, to permit such

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Transfer to be effected in compliance with the terms of this Agreement and the Constating Documents.

(B) The Company, Harbinger and Pinnacle shall each use their respective reasonable best efforts, including without limitation taking all such steps as may reasonably be within their respective powers (including, with respect to each of Harbinger and Pinnacle, voting its respective Voting Securities (or, if more convenient, executing written shareholders’ consent resolutions), so as to cause any Transfer permitted under this Agreement to be deemed a permissible Transfer under Section 2.11 of the Articles of the Company.

(C) The Company represents and warrants to Harbinger and Pinnacle that the Board has resolved, by all required corporate action, that any Transfer permitted under this Agreement shall be deemed a permissible Transfer under Section 2.11 of the Articles of the Company and that such Board approval shall satisfy the requirement to obtain the approval of the Board for purposes of Section 2.11 of the Articles of the Company. In addition, the parties hereto agree, in their capacity as holders of a majority of the Common Shares, that any Transfer permitted under this Agreement is hereby approved by them and shall therefore be a permissible Transfer under Section 2.11 of the Articles.

(b) Additional Harbinger Transfer Provisions. In addition to Section 3.1(a) and Section 6.4, Transfers of Securities held by Harbinger shall also be subject to the following provisions:

(i) Subject to Pinnacle’s right to Transfer its Securities pursuant to Section 3.2, or to acquire Harbinger’s Securities pursuant to Section 3.5, and subject to the provisions of Sections 6.5, 6.6, 6.9, 6.10, 6.11, 6.12, 6.13 and 6.14, Harbinger shall be entitled to Transfer and assign in whole or in part to an unaffiliated third party any or all of its Securities, and any or all of its right, title and interest in and to, and all of its obligations under or in respect of, this Agreement and any such Securities or other agreement or instrument, without restriction and without the consent of the Company or any other Person.

(c) Additional Pinnacle Transfer Provisions. In addition to Section 3.1(a), Transfers of Securities held by Pinnacle shall also be subject to the following provisions:

(i) For as long as Pinnacle is the Minority Party and except as otherwise permitted pursuant to this Article 3, Pinnacle shall not Transfer Securities unless such Transfer is specifically approved by the Board and Harbinger, each in their sole discretion.

(ii) Following July 26, 2014, subject to Harbinger’s right to Transfer its Securities pursuant to Section 3.2, Pinnacle shall be entitled to Transfer and assign in whole or in part to an unaffiliated third party any or all of its Securities, and any or all of its right, title and interest in and to, and all of its obligations under or in respect of, this

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Agreement and any such Securities or other agreement or instrument, without restriction and without the consent of the Company or any other Person.

(iii) Pinnacle shall be required to Transfer its Equity Securities under and in accordance with the terms and conditions of Section 3.3.

(iv) Pinnacle may, in its sole discretion, elect to Transfer its remaining Securities under and in accordance with the terms and conditions of Section 3.4.

(v) Pinnacle may, in its sole discretion, elect to Transfer its remaining Securities under and in accordance with the terms and conditions of Section 6.1(b).

(vi) Pinnacle and its Entity Affiliates may, in their sole discretion, elect to Transfer Securities or transfer interests in Pinnacle to PEI’s stockholders or to conduct an initial public offering of interests of Pinnacle, in each case to the extent that such action (A) is previously consented to in writing by the Board (which consent shall not be unreasonably withheld), (B) occurs from and after such time as any class of the Equity Securities is traded on an established trading market (including, without limitation, the Hong Stock Exchange, Singapore Stock Exchange or Toronto Stock Exchange), and (C) is not effected until following July 26, 2014.

(d) Related Provisions.

(i) Notwithstanding anything to the contrary in this Agreement, no Transfers shall be permitted by either Harbinger or Pinnacle (A) if such Transfer would violate any Applicable Law or involve a Transfer to a Non-Qualified Person, (B) without the prior written consent of the Board and the Majority Party, if such Transfer would impair a material license or regulatory approval of the Company (or any of its Subsidiaries) or cause a change of control of any such license without the Company having received all required approvals of Governmental Authorities and other required approvals, or (C) without the prior written consent of the Board (which shall not be unreasonably withheld) if such Transfer would cause the Company or its Subsidiaries to be subject to the reporting requirements of the Exchange Act.

(ii) Any transferee or Entity Affiliate of Harbinger or Pinnacle, as applicable, that after the date of this Agreement acquires any Securities in a Transfer or other acquisition in accordance with the terms and conditions of this Agreement shall, as a condition precedent to effectiveness of the Transfer or other acquisition of such Securities, (A) become a party to this Agreement by completing and executing a counterpart signature page or joinder to this Agreement in a form reasonably satisfactory to the Company and the Majority Party, (B) assume the rights and obligations under this Agreement of the transferor of such Securities as they relate to such transferred Securities (including without limitation the transfer restrictions set forth in Article 3 and the preemptive rights set forth in Article 4), (C) execute all such other agreements or documents as may reasonably be requested by the Company and the Majority Party, (D) obtain all regulatory approvals needed in connection with such Transfer or acquisition, (E) deliver such signature page and, if applicable, other agreements and

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documents to the Company, and (F) to the extent the Transfer and/or other acquisition of Securities by such transferee or Entity Affiliate results in such transferee or Entity Affiliate, together with its Entity Affiliates, owning at least fifty percent (50%) of the Equity Voting Power, reaffirm in writing the effectiveness of the Pinnacle Management Agreement in accordance with its terms. Such Person shall, upon satisfaction of such conditions and its acquisition of such Securities in compliance with this Agreement, be a party to this Agreement for all purposes hereunder.

(iii) Subject to the restrictions on Liens under Sections 6.5(k), 6.6(k), 6.9(k), 6.10(k), 6.11(k), 6.12(k), 6.13(k) and 6.14(k), any Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, for any debt or other obligation must be made pursuant to a bona fide credit agreement, loan agreement, indenture or other agreement pursuant to which credit is extended or made available by an unaffiliated third party to the party making such pledge or granting such lien or security interest. For purposes of clarity, the Parties acknowledge that the Securities may not be pledged in violation of the foregoing sentence.

(iv) Subject to the restrictions on Liens under Sections 6.5(k), 6.6(k), 6.9(k), 6.10(k), 6.11(k), 6.12(k), 6.13(k) and 6.14(k), in the event of a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, the beneficiary of such pledge, lien or security interest, in lieu of executing a joinder to become a party hereto, shall execute and deliver a joinder agreeing to be bound by all of the provisions of this Agreement with respect to the Securities so pledged or subjected to such lien or security interest, except as otherwise provided in Section 3.2(f)(ii), Section 3.3(f) and Section 3.5(a).

(v) Any Transfer or attempted Transfer of Securities in violation of any provision of this Agreement shall be null and void.

Section 3.2 Tag-Along Right. If either the Majority Party (to the extent the Majority Party does not elect to exercise its drag-along rights in full under Section 3.3) or the Minority Party or their respective Entity Affiliates (as the case may be, such party, together with its Entity Affiliates, is referred to as the “Transferring Seller”) proposes to Transfer any particular series or class of a Security (such specific series or class of Security, a “Tag-Along Security”) that it holds directly or indirectly to any Person other than an Entity Affiliate of Harbinger or Pinnacle, as the case may be (the “Third-Party Offeror”), in a bona fide transaction (the “Tag-Along Sale”), then the other party that is not the Transferring Seller, together with its Entity Affiliates (such other party, together with its Entity Affiliates, the “Tag-Along Party”), shall have the right to participate in all Transfers of Tag-Along Securities by the Transferring Seller to the Third-Party Offeror on the following terms and conditions:

(a) Mechanics.

(i) If the Transferring Seller has received an offer (including a preliminary indication of interest) relating to potential Tag-Along Sale, the Transferring Seller shall promptly, but no later than two (2) Business Days following receipt of such offer (including a preliminary indication of interest) by the Third Party Offeror, notify the Tag-

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Along Party in writing (A) specifying (to the extent such information is known to the Transferring Seller) (i) the name and address of the Third-Party Offeror intending to purchase the Tag-Along Securities, (ii) the amount of Tag-Along Securities proposed to be purchased and the purchase price the Third-Party Offeror is willing to pay for such Tag-Along Securities to be purchased and the other material terms and conditions of the Tag-Along Sale, and (iii) that the Tag-Along Party has the rights provided under this Section 3.2 in respect of the proposed Tag-Along Sale and (B) attaching copies of any written documentation embodying or relating to such offer.

(ii) If such offer has developed into a reasonably definitive proposal for a Tag-Along Sale and the Transferring Seller intends to proceed with the Tag-Along Sale, the Transferring Seller shall promptly, but no later than two (2) Business Days following receipt or conveyance of such reasonably definitive proposal, notify the Tag-Along Party in writing (A) specifying (i) the name and address of the Third-Party Offeror intending to purchase the Tag-Along Securities, (ii) the amount of Tag-Along Securities proposed to be purchased and the purchase price the Third-Party Offeror is willing to pay for such Tag-Along Securities to be purchased and the other material terms and conditions of the Tag-Along Sale, and (iii) that the Tag-Along Party has the rights provided under this Section 3.2 in respect of the proposed Tag-Along Sale and (B) attaching copies of all written documentation relating to such proposed Tag-Along Sale (the “Tag-Along Notice”).

(iii) The right of a Tag-Along Party to participate in a Tag-Along Sale may be exercised by delivery of a written notice to the Transferring Seller (the “Tag-Along Acceptance Notice”) within twenty (20) Business Days following receipt of the Tag-Along Notice or, if later and if applicable, within twenty-five (25) Business Days of receipt of the Majority Party’s written notice to the Minority Party under Section 6.2(b)(ii)(B)(7)(b) of the Majority Party’s or its Entity Affiliates’ proposed sale, Transfer or other disposition of Financing Securities. The Tag-Along Acceptance Notice shall state the number or amount of Tag-Along Securities that such Tag-Along Party wishes to include in such Tag-Along Sale to the Third-Party Offeror (which shall not be in excess of the applicable Pro Rata Tag-Along Portion). Upon the giving of a Tag-Along Acceptance Notice, such Tag-Along Party shall be entitled and obligated to sell the Tag-Along Securities set forth in the Tag-Along Acceptance Notice to the Third-Party Offeror on the terms set forth in the Tag-Along Notice, and the Transferring Seller shall not consummate the sale of any Tag-Along Securities to the Third Party Offeror if the Third Party Offeror does not purchase all Tag-Along Securities which each Tag-Along Party desires to sell (which shall not be in excess of the applicable Pro Rata Tag-Along Portion or the Adjusted Majority Party Pro Rata Tag Along Portion) pursuant to this Section 3.2.

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(b) Amount to be Sold. The Tag-Along Party shall be entitled to sell to the Third-Party Offeror, in conjunction with the closing of the Third-Party Offeror’s purchase of Tag-Along Securities from the Transferring Seller, up to that portion of its Tag-Along Securities determined by:

(i) with respect to Tag-Along Securities other than Company Debt, multiplying (A) the number of Tag-Along Securities that are held by the Tag-Along Party by (B) the quotient obtained by dividing (1) the number of Tag-Along Securities to be sold to the Third-Party Offeror by the Transferring Seller by (2) the total number of Tag-Along Securities then held by the Transferring Seller; provided, however, that in the event that the Minority Party and/or one or more of its Entity Affiliates is the Transferring Seller and immediately prior to the consummation of any such Tag Along Sale the Minority Party and its Entity Affiliates collectively own thirty-three percent (33%) or less of the voting power of the outstanding Voting Securities at such time of determination, the Majority Party and its Entity Affiliates shall only be permitted to Transfer fifty percent (50%) of the total number of Tag-Along Securities to be sold to the Third-Party Offeror that the Majority Party and its Entity Affiliates would otherwise have been permitted to Transfer in such Tag-Along Sale under the formula described in this sentence excluding this proviso (the “Adjusted Majority Party Pro Rata Tag Along Portion”);

(ii) with respect to Company Debt, multiplying (A) the principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Tag-Along Party by (B) the quotient obtained by dividing (1) the principal amount of outstanding Company Debt to be sold to the Third-Party Offeror by the Transferring Seller by (2) the aggregate principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Transferring Seller; and

(iii) the Transferring Seller shall use its commercially reasonable efforts to include in the proposed Tag-Along Sale to the Third-Party Offeror all of the Tag-Along Securities that the Tag-Along Party has requested to have included pursuant to the applicable Tag-Along Acceptance Notice, it being understood that the Third-Party Offeror shall not be required to purchase Tag-Along Securities in excess of the number set forth in the Tag-Along Notice. In the event the Third-Party Offeror elects to purchase less than all of the Tag-Along Securities sought to be sold by the Transferring Seller and the Tag-Along Party, the number of Tag-Along Securities to be Transferred to the Third-Party Offeror by the Transferring Seller and the Tag-Along Party shall be reduced so that each such shareholder is entitled to sell its Pro Rata Tag-Along Portion of the number of Tag-Along Securities the Third-Party Offeror elects to purchase (which in no event may be less than the number of Securities set forth in the Tag-Along Notice). For purposes of this Section 3.2, the “Pro Rata Tag-Along Portion” shall mean:

(A) Tag Along Securities other than Company Debt: with respect to the number of Tag-Along Securities other than Company Debt to be sold by each shareholder (whether the Transferring Seller or the Tag-Along Party, as the case may be), the number of Tag-Along Securities other than Company Debt equal to the product of (1) the total number of Tag-Along Securities that the Third-Party Offeror proposes to purchase and (2) a fraction (x) the numerator of which is equal to the number of

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Tag-Along Securities then held by such shareholder and (y) the denominator of which is equal to the number of Tag-Along Securities then held collectively by the Transferring Seller and the Tag-Along Party; provided, however, that in the event that the Minority Party and/or one or more of its Entity Affiliates is the Transferring Seller and immediately prior to the consummation of any such Tag Along Sale the Minority Party and its Entity Affiliates collectively own thirty-three percent (33%) or less of the voting power of the outstanding Voting Securities at such time of determination, the Majority Party and its Entity Affiliates shall only be permitted to Transfer the Adjusted Majority Party Pro Rata Tag Along Portion (but for purposes of applying that definition in this section, using the formula described in this sentence excluding this proviso); and

(B) Company Debt: with respect to the amount of Company Debt to be sold by each shareholder (whether the Transferring Seller or the Tag-Along Party, as the case may be), the amount of Company Debt equal to the product of (1) the total amount of outstanding Company Debt that the Third-Party Offeror proposes to purchase and (2) a fraction (x) the numerator of which is equal to the principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to such shareholder and (y) the denominator of which is equal to the principal amount of outstanding Company Debt held by and accrued and unpaid interest owed collectively to the Transferring Seller and the Tag-Along Party.

(c) Consideration to be Received. The consideration to be received by the Tag-Along Party shall be the same form and amount of consideration per Tag-Along Security to be received by the Transferring Seller, and the terms and conditions of the Tag-Along Sale shall be the same as those upon which the Transferring Seller sells its Tag-Along Securities.

(d) Related Documentation.

(i) In connection with the transaction contemplated by Section 3.2, each Tag-Along Party will agree to make substantially the same customary representations, covenants, indemnities and agreements as the Transferring Seller so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by the Transferring Seller; provided that (A) any general indemnity given by the Transferring Seller, applicable to liabilities not specifically related to the Transferring Seller or its ownership of the respective Tag-Along Securities to be Transferred by it, to the Third-Party Offeror in connection with the Tag-Along Sale shall be apportioned with the Tag-Along Party according to the consideration received by each of the Transferring Seller and the Tag-Along Party, (B) the aggregate liability of any such Transferring Seller or the Tag-Along Party in connection with such representations, covenants, indemnities and agreements shall not exceed such party’s net proceeds from the Tag-Along Sale, and (C) any representation and indemnification obligation relating specifically to a Transferring Seller or the Tag-Along Party, its respective Tag-Along Securities and/or its respective authorization, execution and delivery of agreements and instruments in connection with the Tag-Along Sale to the Third-Party Offeror shall be made and borne only by such party.

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(ii) Each Tag-Along Party shall execute and deliver all agreements and other documents as the Transferring Seller executes and delivers in connection with the Tag-Along Sale if so required by the Transferring Seller.

(e) Fees and Expenses. Harbinger and Pinnacle shall each pay its own fees and expenses incurred in connection with a Tag-Along Sale under this Section 3.2, to the extent not paid or reimbursed by the Company or the Third-Party Offeror.

(f) Application of Tag-Along.

(i) This Section 3.2 shall not apply to any Transfer of Equity Securities in a Drag-Along Transaction for which the Transferring Seller shall have elected to exercise its rights under Section 3.3 or an Exit Sale for which Pinnacle shall have elected to exercise its rights under Section 3.4 (except to the extent expressly provided otherwise in Section 3.4) or to a Transfer described in Section 3.1(a) hereof or in Section 3.1(c)(vi) hereof.

(ii) Notwithstanding anything to the contrary in this Section 3.2, in the event that (A) any party hereto enters into or executes a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, or (B) there is a further Transfer of the Securities so pledged or subjected to such lien or security interest pursuant to a foreclosure on such pledge, lien or security interest, or a Transfer in lieu of foreclosure (any such further Transfer pursuant to a pledge, lien or security interest, a “Subsequent Transfer”), this Section 3.2 (other than Section 3.2(f)(ii)) shall not apply to any such Transfer or Subsequent Transfer. For purposes of clarity, the transferee in any Subsequent Transfer shall comply with Section 3.1(d)(ii) and be and become bound by the provisions of this Agreement, including without limitation this Section 3.2.

(iii) With respect to warrants, options, stock appreciation rights or similar rights with an exercise privilege or a settlement payment or mechanism at a price related to any class or series of Securities or with a value derived in whole or in part from the value of any series or class of Securities, which warrants, options, stock appreciation rights or similar rights do not contain any preferences, rights or obligations, other than the right to acquire, settle at a price related to or with a value derived in whole or in part from the value of, such underlying Securities (a “Derivative Instrument”), such Derivative Instruments shall be included within the definition of Tag-Along Securities for purposes of this Section 3.2. As a result of the foregoing sentence, in the event that the Transferring Seller seeks to Transfer Derivative Instruments pursuant to this Section 3.2, the Tag Along Party shall have the right to participate in such Transfer of Derivative Instruments by Transferring to the Third Party Offeror the number or amount of Derivative Instruments and/or Securities underlying such Derivative Instruments as calculated under Section 3.2(b)(i) or 3.2(b)(iii), as applicable; provided, that for purposes of that calculation, Securities underlying such Derivative Instruments and such Derivative Instruments shall be treated as equivalent Tag Along Securities. The consideration to be received by the Tag Along Party in this context shall be the same form and amount of consideration (as adjusted, as necessary, to account for the lack of an exercise price associated with the Securities underlying such Derivative Instruments

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being Transferred and to account for the value per unit of the Securities underlying such Derivative Instrument where such Derivative Instrument is exercisable for or relates to more than one unit of the Securities underlying such Derivative Instrument) per Tag Along Security to be received by the Transferring Seller, and the terms and conditions of the Tag Along Sale shall be the same as those upon which the Transferring Seller sells its Tag-Along Securities.

(iv) For purposes of this Section 3.2, all classes of Company Debt having the same seniority shall be treated as the same series or class of Securities when determining the Tag-Along Security.

Section 3.3 Drag-Along Right.

(a) General.

(i) If (A) Harbinger by itself or together with any other holder(s) of Equity Securities proposes to Transfer Equity Securities which collectively represent more than fifty percent (50%) of the Equity Voting Power in a single or series of substantially related transactions to an unaffiliated third party (a transaction in which this Section 3.3(a)(i) is applicable, a “Drag-Along Transaction”) and (B), then if requested by Harbinger, Pinnacle (unless it then owns Equity Securities representing thirty-three percent (33%) or more of the Equity Voting Power) shall be required to sell its Pro Rata Drag-Along Portion of its Equity Securities in the Drag-Along Transaction pursuant to this Section 3.3. For purposes hereof, the “Pro Rata Drag-Along Portion” means that portion of Securities determined by multiplying (A) the number of Common Shares on a Fully Diluted Basis that are held by Pinnacle by (B) the quotient obtained by dividing (1) the number of Common Shares on a Fully Diluted Basis to be sold to the purchaser by Harbinger (and such other holders, as applicable) by (2) the total number of Common Shares on a Fully Diluted Basis then held by Harbinger (and such other holders, as applicable).

(ii) Without limiting the foregoing, (A) if the proposed Drag-Along Transaction is structured as a sale of assets or a merger, amalgamation, consolidation, liquidation, dissolution, winding-up, recapitalization or similar corporate transaction or otherwise requires approval of Company shareholders, Pinnacle will vote or cause to be voted all Voting Securities that it holds or with respect to which Pinnacle has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal, dissenters’ or similar rights which Pinnacle may have in connection therewith, (B) if the proposed Drag-Along Transaction is structured as or involves a sale, redemption, reorganization or recapitalization of Equity Securities, Pinnacle agrees to sell its Pro Rata Drag-Along Portion of the Equity Securities being sold in such Drag-Along Transaction on the terms and conditions approved by Harbinger, and (C) if directed by Harbinger, Pinnacle will exercise or convert, as applicable, all in-the-money options, warrants or other rights to purchase or subscribe for Equity Securities or into Equity Securities held by Pinnacle.

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(b) Closing. Harbinger shall provide written notice (the “Drag-Along Notice”) to Pinnacle not later than the date of acceptance of the Drag-Along Transaction by Harbinger and in any event not later than fifteen (15) Business Days prior to the closing date of the Drag-Along Transaction. The Drag-Along Notice shall set forth the consideration to be paid by the purchaser for the Equity Securities, the identity of the purchaser, and the material terms of the Drag-Along Transaction.

(c) Consideration to be Received.

(i) In the event that immediately prior to the consummation of any Drag-Along Transaction, Pinnacle (together with its Entity Affiliates) owns ten percent (10%) or less of the Equity Voting Power, then the consideration to be received by Pinnacle pursuant to such Drag-Along Transaction shall be solely in the form of cash, regardless of the form of consideration per Equity Security to be received by Harbinger based on the transaction value per Equity Security designated in the applicable Drag-Along Transaction.

(ii) In the event that immediately prior to the consummation of a Drag-Along Transaction in which some or all of the consideration to be received by Harbinger and Pinnacle is non-cash consideration, Pinnacle (together with its Entity Affiliates) owns in excess of ten percent (10%) of the Equity Voting Power, then the consideration to be received by Pinnacle shall be the same form and amount of consideration per Equity Security to be received by Harbinger, and the terms and conditions of such sale shall be the same as those upon which Harbinger sells its Equity Securities.

(A) Notwithstanding the foregoing in Section 3.3(c)(ii), Pinnacle shall have the right, with respect to one-half of the aggregate non-cash consideration that Pinnacle is compelled to receive pursuant to such Drag-Along Transaction, to require Harbinger to purchase in cash from Pinnacle up to US$75,000,000 of the non-cash consideration received by Pinnacle based on the transaction value per Equity Security designated in the applicable Drag-Along Transaction. In order to exercise this right, Pinnacle must provide Harbinger with written notice within ten (10) Business Days following the date the Drag-Along Notice is received by Pinnacle pursuant to Section 3.3(b), or otherwise Pinnacle shall be deemed to have forfeited any rights to require such purchase. In lieu of making any cash payment otherwise required to be made by Harbinger to Pinnacle pursuant to the first sentence of this clause (A), Harbinger shall have the right, but not the obligation, to deliver one or more promissory notes to Pinnacle issued by Harbinger (1) having an aggregate principal amount equal to the amount of such cash payment otherwise so required, (2) bearing a rate of interest equal to two percent (2%) per annum, (3) having a term of no later than one hundred and twenty (120) days from the closing date of the Drag-Along Transaction, (4) containing such terms and conditions (in addition to the aforementioned principal amount, interest rate and term) as Harbinger determines is or could be reasonably imposed by a financial institution lending to Harbinger on an unrelated basis, and (5) which shall be secured by a first priority security interest, in form and substance reasonably satisfactory to Pinnacle, in the non-cash consideration purchased by Harbinger from Pinnacle.

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(d) Related Documentation. In connection with a Drag-Along Transaction, Pinnacle will agree to make substantially the same customary representations, covenants, indemnities and agreements as Harbinger so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by Harbinger; provided, that:

(i) any general indemnity given by Harbinger and such other holders (as applicable), applicable to liabilities not specifically related to Harbinger or such other holders (as applicable) or their ownership of the respective Equity Securities to be Transferred by Harbinger and such other holders (as applicable), to the purchaser in connection with such Drag-Along Transaction shall be apportioned among Harbinger, such other holders (as applicable) and Pinnacle according to the consideration received by each such party;

(ii) the aggregate liability of Pinnacle in connection with such representations, covenants, indemnities and agreements shall not exceed Pinnacle’s net proceeds from the Drag-Along Transaction;

(iii) any representation and indemnification obligation relating specifically to a selling holder, its Equity Securities and/or its authorization, execution and delivery of agreements and instruments in connection with the Drag-Along Transaction shall be made and borne only by such selling holder; and

(iv) Pinnacle shall not be required if requested by the purchaser in the Drag-Along Transaction to enter into any non-compete agreements with respect to the conduct of its and its Entity Affiliate’s businesses in connection with the Drag-Along Transaction unless such non-compete restrictions:

(A) are limited to (1) any area within a three hundred (300) kilometer radius of either the Ho Tram Project if Pinnacle or any of its Entity Affiliates is the operator of any hotel or casino therein or any other then-existing Company project at which Pinnacle or any of its Entity Affiliates is the operator of any hotel or casino, and (2) the city of Da Nang and all areas of Vietnam south of the sixteenth (16^th) parallel; and

(B) do not limit (1) Pinnacle’s or its Entity Affiliate’s rights under the Pinnacle Management Agreement, (2) Pinnacle’s or its Entity Affiliate’s ability to operate any of its or its Entity Affiliates’ then-existing sites, or (3) Pinnacle’s or its Entity Affiliates’ ability to develop, construct or acquire any site with a hotel, casino, racetrack, sports, or entertainment venue or related or ancillary businesses that is prior to the date of the Drag-Along Notice subject to an executed term sheet (which may be non-binding) or definitive agreement with an unaffiliated third party regarding the development, construction or acquisition of such a facility, or located or to be located on a parcel of land purchased, leased or otherwise controlled by Pinnacle or any of its Entity Affiliates (including, without limitation, pursuant to an option to purchase or lease such land) for the purpose of developing or constructing such a facility.

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(e) Fees and Expenses. Harbinger and Pinnacle shall each pay its own fees and expenses incurred in connection with a Drag-Along Transaction, to the extent not paid or reimbursed by the Company or the purchaser.

(f) Non-Applicability of Drag-Along Right.

(i) Notwithstanding anything to the contrary in this Section 3.3, in the event that (A) any party hereto enters into or executes a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, or (B) there is a Subsequent Transfer, parts (a) through (e) of this Section 3.3 shall not apply to any such Transfer or Subsequent Transfer. For purposes of clarity, the transferee in any Subsequent Transfer shall comply with Section 3.1(d)(ii) and be and become bound by the provisions of this Agreement, including without limitation this Section 3.3.

(ii) Notwithstanding anything to the contrary in this Section 3.3, a Transfer of Equity Securities by Harbinger pursuant to Section 3.1(a)(iii) shall not be considered a Drag-Along Transaction.

Section 3.4 Minority Investor Exit Sale Right.

(a) Following such time that (i) the Minority Party (together with its Entity Affiliates) ceases to hold at least seven and one half percent (7.5%) of the Equity Voting Power, or (ii) solely in Pinnacle’s or its Entity Affiliates’ case, a Competitor becomes the holder of Equity Securities in an amount equal to or more than (A) ten percent (10%) of the outstanding Equity Securities on a Fully Diluted Basis, or (B) ten percent (10%) of the Equity Voting Power, the Minority Party and its Entity Affiliates shall have the right to elect at any time following the consummation of an occurrence described in clause (i), or solely in Pinnacle’s or its Entity Affiliates’ case, clause (ii), to Transfer all or a portion of their then remaining Securities in a single transaction to an unaffiliated third party (such unaffiliated third party, an “Exit Sale Purchaser”, and such transaction, an “Exit Sale”), subject to the Majority Party’s rights of first negotiation set forth in Section 3.5.

(b) In the event that, pursuant to paragraph (a) of this Section 3.4, the Minority Party (together with any of its Entity Affiliates) consummates an Exit Sale to an unaffiliated third party, then the Majority Party shall retain its right to elect to be a Tag-Along Party in such Exit Sale so long as the Minority Party (together with its Entity Affiliates) is selling less than one hundred percent (100%) of its Securities in such Exit Sale; provided, however, that the Majority Party shall be entitled to sell to the Exit Sale Purchaser up to that portion of its Securities equal to the Adjusted Majority Party Pro Rata Tag-Along Portion, as applicable.

Section 3.5 Right of First Negotiation.

(a) In the event that either Harbinger or Pinnacle or any of their respective Entity Affiliates proposes to Transfer any Securities (other than Transfers permitted by Sections 3.1(a)(ii), and, solely in Pinnacle’s case, also Section 3.1(c)(vi)) (such Transferring party, together with its Entity Affiliates, the “ROFN Seller”), the ROFN Seller shall provide the other party, together with its Entity Affiliates (such other party, together with its Entity Affiliates, the “ROFN Buyer”), with written notice of its intent to Transfer such Securities,

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which notice shall set forth the number of Securities proposed to be Transferred (the “ROFN Notice”). For a period of twenty (20) Business Days following receipt of the ROFN Notice (the “ROFN Period”), if and solely to the extent initiated by the ROFN Buyer during the ROFN Period, the ROFN Buyer and the ROFN Seller shall, on an exclusive basis, negotiate in good faith with one another regarding a transaction pursuant to which the ROFN Buyer would acquire all, but not less than all, of the Securities to be Transferred by the ROFN Seller as set forth in the ROFN Notice (the “ROFN Transaction”). Unless and until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) the ROFN Seller, except with respect to its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into either a non-binding term sheet or letter of intent, or definitive documentation, providing for the terms and conditions of the ROFN Transaction, and (ii) the ROFN Buyer shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith. Notwithstanding the foregoing, and for the avoidance of doubt, (x) the provisions of this Section 3.5 shall not apply to entering into or executing a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, and (y) the provisions of this Section 3.5 shall apply to Subsequent Transfers, except that the ROFN Period with respect to such Subsequent Transfers shall be fifteen (15) Business Days instead of twenty (20) Business Days.

(b) If at the expiration of the ROFN Period, the ROFN Seller and ROFN Buyer have not entered into a non-binding term sheet or non-binding letter of intent with respect to a ROFN Transaction, the ROFN Seller may, prior to the six (6) month anniversary of the last day of the ROFN Period, seek to Transfer all or a portion of its Securities covered by the ROFN Notice to an unaffiliated third party subject to Section 3.2.

(c) If prior to the expiration of the ROFN Period, the ROFN Seller and the ROFN Buyer have entered into a non-binding term sheet or non-binding letter of intent with respect to a ROFN Transaction, then for a period of forty (40) Business Days following the execution of such non-binding term sheet or non-binding letter of intent (the “ROFN Definitive Documentation Period”), the ROFN Buyer and the ROFN Seller shall, on an exclusive basis, negotiate in good faith with one another regarding definitive documentation providing for the terms and conditions of the ROFN Transaction. Unless and until definitive documentation providing for the terms and conditions of the ROFN Transaction is executed and delivered by all parties thereto, (i) the ROFN Seller, except with respect to its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have no obligation or liability whatsoever to the ROFN Buyer with respect to any ROFN Transaction, including any obligation to enter into definitive documentation providing for the terms and conditions of the ROFN Transaction, and (ii) the ROFN Buyer shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith.

(d) If at the expiration of the ROFN Definitive Documentation Period, the ROFN Seller and ROFN Buyer have not entered into definitive documentation to consummate a ROFN Transaction, the ROFN Seller may, prior to the six (6) month anniversary of the last day of the ROFN Definitive Documentation Period, seek to Transfer all or a portion of its Securities covered by the ROFN Notice to an unaffiliated third party subject to Section 3.2.

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(e) If the ROFN Seller does not consummate a sale of its Securities covered by the ROFN Notice to an unaffiliated third party (or enter into definitive documentation with respect thereto) prior to the six (6) month anniversary of the last day of the ROFN Definitive Documentation Period, if applicable (or if the ROFN Definitive Documentation Period is not applicable, the ROFN Period), for any reason whatsoever, the ROFN Seller shall forfeit any and all rights to consummate such a Transfer, and the ROFN Buyer’s right of first negotiation under this Section 3.5 shall again be in full force and effect should the ROFN Seller seek to Transfer such Securities again.

Section 3.6 Disposition of Securities. In connection with any disposition of Securities by Harbinger or Pinnacle, to the extent still required by Applicable Law or to the extent requested by Harbinger or Pinnacle, as the case may be, the Company shall provide required information and reasonable assistance to Harbinger or Pinnacle, as the case may be, in connection with any application that may be made by such party for a certificate to be issued pursuant to Section 116 of the Income Tax Act (Canada) (a “Section 116 Certificate”) or related provisions, or any notification pursuant to Section 116 of the Income Tax Act (Canada) or related provisions.

Section 3.7 Recognition of Transfers and Endorsement on Certificates. The Company shall not recognize any Transfers of Securities made in violation of this Agreement. Any and all certificates representing Securities now or hereafter owned by either Harbinger or Pinnacle or their respective Entity Affiliates during the term of this Agreement (whether such Securities are issued initially or with respect to Transfer or otherwise) shall have endorsed thereon in bold type the following legend:

“The securities represented by this certificate are subject to the provisions of a Fourth Amended and Restated Shareholders Agreement dated June 9, 2014, as amended from time to time, and such securities are not transferable on the books of the Company except in accordance and compliance with the terms and conditions of such Agreement.”

Section 3.8 Waiver of Rights. Notwithstanding any other provision of this Article 3, either Harbinger or Pinnacle may waive its rights with respect to any particular offer or right given under this Article 3 by notice in writing to the Company and the other party to this Agreement.

ARTICLE 4

PREEMPTIVE RIGHTS

Section 4.1 Preemptive Rights.

(a) The Company grants to each of Harbinger and Pinnacle (together with their respective Entity Affiliates) separately the right to purchase up to its Pro Rata Preemptive Portion of all or any part of Preemptive Securities that the Company from time to time after the date hereof proposes to issue, or to grant an option or other right for the purchase or subscription for; provided, however, that at the relevant time, such shareholder (i) solely with respect to the

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issuance by the Company of Equity Securities (and, for the avoidance of doubt, this clause (i) of this proviso shall not apply to the extent that an issuance by the Company of Securities consists of Debt of the Company, or other interest or participation in Debt of the Company, or any combination of any of the foregoing), continues to hold together with its Entity Affiliates at least that number of Equity Securities as is equal to the lesser of (A) fifty percent (50%) of the Equity Securities that are owned by such shareholder and its Entity Affiliates immediately following the consummation of the transactions contemplated by the Pinnacle Subscription Agreement (including without limitation any securities or other property (including cash) into or for which such Equity Securities are converted or exchanged in the Conversion or any subdivision, consolidation, capital reorganization, reclassification, Reorganization or the like), and (B) seven and one half percent (7.5%) of the total amount of Equity Securities outstanding on a Fully Diluted Basis on such date immediately prior to such issuance, and (ii) is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) (each such shareholder, together with its Entity Affiliates, a “Preemptive Person”).

(i) For purposes of this Article 4, “Pro Rata Preemptive Portion” means, with respect to any Preemptive Person, on any issuance date for Preemptive Securities, the amount of Preemptive Securities equal to:

(A) New Class or Series of Preemptive Securities: With respect to the issuance of a new class or series of Preemptive Securities not previously issued by the Company (a “New Class of Securities”), the product of (x) the total number or amount of such Preemptive Securities to be issued by the Company on such date, multiplied by (y) a fraction (1) the numerator of which is equal to the total number of Common Shares on a Fully Diluted Basis then held by such Preemptive Person immediately prior to such issuance of Preemptive Securities and (2) the denominator of which is equal to the total number of Common Shares held by Harbinger and Pinnacle (together with their respective Entity Affiliates) outstanding on such date immediately prior to such issuance on a Fully Diluted Basis.

(B) “Add-On” Securities: With respect to the issuance of Preemptive Securities that are of a class or series previously issued by the Company prior to the issuance of such Preemptive Securities (excluding the Common Shares, the calculation for which is set forth below in Section 4.1(a)(i)(C)) (“Add-On Securities”), the product of (x) the total number or amount of such Preemptive Securities to be issued by the Company on such date, multiplied by (y) a fraction (1) the numerator of which is equal to the total number of such Preemptive Securities of such class or series, if any, then held by such Preemptive Person immediately prior to such issuance of such Preemptive Securities, and (2) the denominator of which is equal to the total number of all such Preemptive Securities of such class or series outstanding on such date immediately prior to such issuance on a Fully Diluted Basis; provided, however, that Add-On Securities that are convertible into Common Shares shall be treated as Securities of such previously issued class or series rather than as the Common Shares into which such Add-On Securities are convertible.

(C) Common Shares: With respect to the issuance of additional Common Shares, the product of (x) the total number or amount of such Preemptive

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Securities to be issued by the Company on such date, multiplied by (y) a fraction (1) the numerator of which is equal to the total number of Common Shares on a Fully Diluted Basis then held by such Preemptive Person immediately prior to such issuance of Preemptive Securities and (2) the denominator of which is equal to the total number of Common Shares held by Harbinger and Pinnacle (together with their respective Entity Affiliates) outstanding on such date immediately prior to such issuance on a Fully Diluted Basis.

(b) The number or amount of Preemptive Securities that the Preemptive Persons may purchase pursuant to this Section 4.1 shall be referred to as the “Preemptive Security Purchase Securities”. The purchase right provided in this Section 4.1 shall apply at the time of issuance of any right, warrant, or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof. Except as expressly provided in this Article 4 or Section 6.2(b)(ii)(B), Pinnacle shall not assert any preemptive rights pursuant to any other agreements in existence as of the date hereof.

(c) The Company shall give written notice of a proposed issuance or sale described in Section 4.1(a) to the Preemptive Persons within five (5) Business Days after any such issuance or sale is duly approved by the Board and at least twenty-five (25) Business Days prior to the proposed issuance or sale. Such notice (the “Issuance Notice”) shall set forth the material terms and conditions of such proposed transaction, including the proposed manner of disposition, the number or amount and description of the Preemptive Securities proposed to be issued, the proposed issuance date, and the proposed purchase price per security, as applicable. Such notice shall also be accompanied by any written offer from a prospective purchaser to purchase such Preemptive Securities.

(d) At any time during the twenty-five (25) Business Day period following the receipt of an Issuance Notice, each Preemptive Person shall have the right to elect irrevocably (except as provided in the proviso to this sentence) to purchase its Pro Rata Preemptive Portion of the number of Preemptive Security Purchase Securities, at the purchase price set forth in the Issuance Notice and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company, provided that if there is a material change in the terms of the Preemptive Securities, the Company shall give written notice of such change as promptly as practicable to the Preemptive Persons, in which case any Preemptive Person may revoke any such election made by such Preemptive Person by delivering a written notice to the Company. Except as provided in Section 4.1(c), such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice.

(e) If any Preemptive Person fails to exercise fully its right to purchase its Pro Rata Preemptive Portion of all or any part of Preemptive Securities within the periods described above, the Company shall be free to complete the proposed issuance or sale of the Preemptive Securities described in the Issuance Notice (including by selling such Preemptive Securities to Harbinger or Pinnacle) with respect to which the Preemptive Persons failed to exercise the right set forth in this Section 4.1 on terms no less favorable to the Company than those set forth in the Issuance Notice (except that the number of securities to be issued or sold may be reduced); provided that (i) such issuance or sale is closed within ninety (90) days after the date the related Issuance Notice was given, and (ii) the price and other material terms at which the Preemptive

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Securities are issued or sold must be equal to or higher than the purchase price and on terms no less favorable than the material terms described in the Issuance Notice. In the event that the Company has not sold such Preemptive Securities within such ninety (90) day period, the Company shall not thereafter issue or sell any Preemptive Securities, without first again offering such securities to Harbinger and Pinnacle in the manner provided in this Section 4.1.

(f) For the avoidance of doubt, any exercise of the Majority Party’s preemptive rights may be subject to the Minority Party’s consent rights as and solely to the extent applicable under Section 6.2.

(g) In addition to the preemptive rights set forth in this Article 4, the Company agrees to negotiate in good faith with Harbinger and Pinnacle to grant Harbinger and Pinnacle (together with their respective Entity Affiliates) separately the right to purchase up to its Pro Rata Preemptive Portion (to the extent permitted by Applicable Law) of all or any part of an issuance of securities of a Subsidiary that is not, or would not be immediately following the proposed issuance, wholly owned (directly or indirectly) by the Company that such non-wholly owned Subsidiary from time to time after the date hereof proposes to issue, or to grant an option or other right for the purchase or subscription therefor. For the avoidance of doubt, there shall not be any preemptive rights granted to Harbinger and/or Pinnacle (or their respective Entity Affiliates) with respect to any securities issued at any time by a direct or indirect wholly-owned Subsidiary of the Company, except for issuances of securities as a result of which such Subsidiary would cease to be so wholly-owned.

Section 4.2 Waiver of Rights. Notwithstanding any other provision of this Article 4, either Harbinger or Pinnacle may waive its rights with respect to any particular offer or right given under this Article 4 by notice in writing to the Company and the other party to this Agreement.

ARTICLE 5

REGISTRATION RIGHTS

Section 5.1 Registration Rights. The Company shall not confer upon any Person (whether pursuant to a shareholders agreement or otherwise) any registration rights or similar benefits with respect to Common Shares being registered under the Exchange Act or Common Shares becoming listed or traded on a stock exchange or stock market unless the Company delivers to Harbinger and Pinnacle notice thereof and concurrently provides Harbinger and Pinnacle with equal or more favorable registration rights and benefits (such rights and benefits to be granted to Harbinger and Pinnacle in proportion to their then relative ownership of Securities).

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ARTICLE 6

CONSENT RIGHTS AND ADDITIONAL COVENANTS

Section 6.1 Majority Vote Consent Rights.

(a) The Company (which for purposes of this Section 6.1 shall include the Company and its Subsidiaries) shall not, without first obtaining the affirmative vote or written consent of the Majority Party, which affirmative vote or consent shall be given or withheld in the Majority Party’s sole discretion following consultation with the Minority Party, take any of the following actions (which actions may also be subject to the Minority Party’s written consent if and solely to the extent applicable under Section 6.2):

(i) enter into a merger, amalgamation, consolidation, disposal of all or substantially all of the Company’s and its subsidiaries’ assets, restructuring, reorganization or similar corporate transaction involving the Company or any of its Securities;

(ii) dissolve, liquidate, voluntarily commence bankruptcy proceedings or wind-up the operations of the Company or any subsidiary.

(iii) establish or discontinue any significant line of business not expressly permitted by the terms of the Company’s investment certificate;

(iv) change the legal form or jurisdiction of incorporation of the Company, or make any amendment to the Articles of the Company;

(v) except as set forth in Section 3.1(a)(iii), declare, set aside or pay any dividend or other distribution (whether in cash, stock or property) in respect of the Company’s capital stock, or pay or otherwise distribute any cash or property to any of its security holders in their capacity as such;

(vi) issue or sell any capital stock of any class or series or any other securities of the Company, or issue or grant any warrants, rights or options, or securities that are exchangeable for, or convertible into, shares of the Company’s capital stock, except for security issuances resulting from rights granted as of the date hereof or contemplated herein (including without limitation, (A) the grant or exercise of (1) the Pinnacle Option, (2) the Backstop Warrants, (3) the May 2013 Minimum Warrants, (4) the Alternate May 2013 Warrants, (5) the November 2013 Warrants, (6) the Alternate November 2013 Warrants, (7) the Alternate November 2013 Common Share Warrants, (8) the January 2014 Warrants, (9) the Alternate January 2014 Warrants, (10) the Alternate January 2014 Common Share Warrants, (11) the April 2014 Warrants, (12) the Alternate April 2014 Warrants, (13) the Alternate April 2014 Common Share Warrants, or (14) the Pinnacle Backstop Warrants or Alternate Backstop Warrants, (B) top-up issuances pursuant to the 2011 Harbinger Subscription Agreement or the Pinnacle Subscription Agreement, (C) the exercise of options or warrants outstanding as of the date hereof or (D) the conversion of convertible securities outstanding as of the date hereof);

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(vii) split, combine, reclassify or redeem (except as set forth in Section 3.1(a)(iii)) or materially modify any of the rights, preferences, restrictions or conditions of any shares of capital stock of the Company, effect a recapitalization or similar event or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of capital stock of the Company, or accelerate the vesting of any options, restricted stock, stock appreciation rights or similar rights other than as currently contemplated by any current Company option or Company plan; or

(viii) except as set forth in Section 3.1(a)(iii), redeem, repurchase or otherwise acquire or offer to acquire any outstanding warrants, rights, or options to acquire shares of capital stock of the Company;

(ix) except as set forth in Section 3.1(a)(iii) or pursuant to a Permitted Encumbrance, the BIDV Facility or the BIDV Working Capital Facility, incur or modify any Indebtedness for borrowed money in excess of US$5,000,000 in the aggregate or guarantee any Indebtedness of another Person or guarantee any debt securities of another Person;

(x) except and solely to the extent any of the following are specifically set forth in the Pinnacle Management Agreement, the Administrative Services Agreement or any other management or administrative agreement to be entered into by the Company with respect to the Ho Tram Project as matters requiring the sole consent of the operator thereunder:

(A) make any loans or advances to any other third Person (including any advance of salary to employees), make any investments in or capital contributions to any third Person or forgive or discharge in whole or in part any outstanding loans or advances other than advances to employees for travel and business expenses or in connection with intra-company loans or advances made in the ordinary course of business and consistent with past practice;

(B) place or allow the creation of any Encumbrance on any of the assets or properties of the Company, other than Permitted Encumbrances and encumbrances pursuant to the BIDV Facility or the BIDV Working Capital Facility;

(C) enter into, assume, amend or modify any of the following contracts of the Company:

(1) any contract or series or group of related contracts that the Company reasonably anticipates will, in accordance with its terms, involve aggregate payments by the Company or any of its subsidiaries of more than US$5,000,000 over the life of such contract;

(2) any contract or series or group of related contracts that the Company reasonably anticipates will, in accordance with its terms, involve aggregate payments to the Company or any of its subsidiaries of more than US$5,000,000 over the life of such contract;

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(3) any material joint venture or partnership contract, limited liability company agreement or other contract involving the sharing of profits or losses by the Company or any of its subsidiaries with any other Person; or

(4) any agreement relating to employment or severance or similar arrangement that (a) the Company reasonably anticipates will, in accordance with its terms, involve aggregate payments of more than US$300,000 within any twelve (12) month period or, solely with respect to severance contracts, US$750,000 over the life of such severance contract, (b) involves any change in compensation of any Key Employee, or a change in any of the material terms of any employment, compensation or severance agreement with any Key Employee, or an approval of any discretionary or bonus payment to any Key Employee (other than annual bonus payments pursuant to employment contracts), or (c) involves the creation or establishment of any cash or equity-based incentive compensation plan or contract or amendment thereto;

(xi) approve or modify, in any material respect, the Annual Budget of the Ho Tram Project, the First Gaming Resort or the Second Gaming Resort, as applicable;

(xii) make, or commit to make after the date of this Agreement, any individual or a series of related capital expenditures in excess of US$5,000,000 in the aggregate, in each case other than capital expenditures made in accordance with the approved Construction Budget for the First Gaming Resort or the Second Gaming Resort or the Annual Budget;

(xiii) sell, dispose of, transfer, lease, sell and lease back or license any material property, tangible asset or interest therein of the Company, except in the ordinary course of business consistent with past practice;

(xiv) make any acquisition or disposition of assets in any single transaction or series of related transactions, other than in the ordinary course of business in accordance with the Annual Budget, for consideration in excess of US$5,000,000 in the aggregate;

(xv) hire or terminate the Company’s Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any General Director, any General Manager, the General Counsel, the Chief Marketing Officer, the Chief Development Officer, the Chief Administrative Officer, any President (or, with respect to the foregoing, any other Person serving in a similar capacity) or any other officer or employee with aggregate annual compensation in excess of US$450,000 (such an employee, a “Key Employee”); or

(xvi) affect in a material adverse manner the tax position of the Securities with respect to the amount of income, deduction, tax credit or other tax attributes referable to the Company by making, revoking or changing any tax election (other than as otherwise required by changes in Applicable Law or any Vietnam VAT), or taking any other discretionary action with respect to a taxing authority;

provided, however, that the Majority Party consent rights under this Section 6.1(a) shall terminate from and after such time another shareholder (together with its Entity Affiliates) of the

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Company owns Voting Securities with voting power greater than the voting power possessed by the Voting Securities then owned collectively by Harbinger and Pinnacle and their Entity Affiliates.

(b) Consent Sale. In the event (i) the requisite affirmative vote or written consent of the Majority Party is obtained with respect to a transaction or transactions described in Sections 6.1(a)(i) (merger, etc.), (ii) (dissolution, etc.), (iii) (significant line of business), (vi) (issue capital stock or other securities, etc.), (vii) (reclassify capital stock, etc.), (ix) (incur Indebtedness, etc.) or (xi) (Encumbrances), and (ii) the transaction(s) subject to such affirmative vote or consent of the Majority Party is consummated, the Minority Party (together its Entity Affiliates) shall be entitled, subject to the Majority Party’s right to Transfer its Securities pursuant to Article 3 as a Tag-Along Party as well as the Majority Party’s right of first negotiation pursuant to Section 3.5, to Transfer and assign in whole or in part to an unaffiliated third party any or all of its Securities, and any or all of its right, title and interest in and to, and all of its obligations under or in respect of, this Agreement and any such Securities or other agreement or instrument, without restriction and without the consent of the Company or any other Person (such a Transfer or assignment, “Consent Sale”). The Minority Party shall be required to provide the Company with written notice of its intent to explore a Consent Sale within forty (40) Business Days following consummation of the transaction subject to the Majority Party’s consent (which forty (40) Business Day period shall run concurrently with the periods set forth in Section 3.5). Within seven (7) months (or such longer period as may be reasonably required in order to obtain any necessary regulatory approvals as long as the Minority Party and the prospective transferee are using commercially reasonable efforts to obtain such approvals) following the latest to occur of (i) the expiration of such forty (40) Business Day period, (ii) the expiration of the ROFN Period prior to entering into a non-binding term sheet or non-binding letter of intent with respect to a ROFN Transaction, or (iii) the expiration of the ROFN Definitive Documentation Period, if applicable, prior to the execution of definitive documentation with respect to a ROFN Transaction, the Minority Party will be required to consummate such Consent Sale if it is to be consummated at all. In addition, any such Consent Sale shall also comply with the notice, timing and other applicable Transfer requirements and obligations set forth in Article 3 as relates to the Consent Sale (including, but not limited to, the Majority Party’s rights under Sections 3.2); provided, however, that in no event shall the provisions of Article 3 operate to shorten the time periods expressed in the preceding sentence of this Section with respect to the Minority Party’s ability to pursue and subsequently consummate a Consent Sale.

Section 6.2 Minority Consent Rights.

(a) Notwithstanding anything in this Agreement to the contrary, the Company shall not (and shall not permit its Subsidiaries to), without first obtaining the Minority Party’s written consent, which consent shall not be unreasonably withheld:

(i) amend, alter or repeal (including by means of a merger, consolidation or otherwise) any provision of the Articles of Incorporation of the Company (including, without limitation, the Notice of Articles) or Bylaws of the Company in a manner that adversely affects the Minority Party; provided, however, any amendment or modification that is ministerial in nature that does not affect the Minority Party adversely shall not be

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taken into account for purposes of this Section, and as a result, not require the Minority Party’s separate consent pursuant hereto;

(ii) split, combine, reclassify, redeem or modify in a manner that adversely affects the Minority Party (A) any Securities that the Minority Party owns, or (B) any of the rights, preferences, restrictions, conditions or privileges of any Securities that the Minority Party owns;

(iii) amend or modify the Existing Shareholders Agreement, other than to terminate it in its entirety;

(iv) materially reduce (A) any element or amenity of the Scope (including, without limitation, any of those elements or amenities identified in clauses (i) – (xi) of the definition of Scope) of the First Gaming Resort, or (B) the Standard of any Scope element or amenity of the First Gaming Resort;

(v) solely to the extent Pinnacle is the Minority Party, modify the Construction Budget of the First Gaming Resort based solely on a Company Decision so as to (A) increase the Scope or the Standard of the First Gaming Resort, or (B) alter the construction timetable of the First Gaming Resort, in each case to an extent that the expenditures directly related to the First Gaming Resort exceed three percent (3%) of the amount of (I) in the case of Zone A-1 of the First Gaming Resort, those items identified as “Items Subject to three percent (3%) Variance” (the dollar amounts of such items are included in the Ho-Tram Resort Zone A-1 Cost Plan #14B) set forth on Schedule 6.2(a)(v) in the aggregate or (II) in the case of Zone A-2 of the First Gaming Resort, the aggregate Construction Budget first established for Zone A-2; provided, however, that Pinnacle’s consent shall not be required if the amount of any such expenditure exceeds the amount of such items (or of such first Construction Budget, in the case of Zone A-2) by more than three percent (3%) but less than seven and one half percent (7.5%) in the aggregate and an unaffiliated third party is willing to fund such excess expenditure amount. For purposes of this subsection (v), a “Company Decision” means a decision of the Company with respect to the Construction Budget, Scope or the Standard of the First Gaming Resort that is within the sole discretion and control of the Company and which is not based on factors or elements (including, without limitation, Force Majeure events or increases resulting from direct purchases of commodities) which are outside of the control of the Company;

(vi) solely to the extent Pinnacle is the Minority Party, make any modification other than of an immaterial nature to (A) the Construction Budget of the Second Gaming Resort, (B) any element or amenity of the Scope (including, without limitation, any of those elements or amenities identified in clauses (i) – (xi) of the definition of Scope) of the Second Gaming Resort, or (C) the Standard of any Scope element or amenity of the Second Gaming Resort; provided, however, that any increase in expenditures to the extent resulting from increases from direct purchases of commodities or a Force Majeure event shall not be taken into account for purposes of this Section, and as a result, not require Pinnacle’s separate consent pursuant hereto; or

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(vii) make expenditures in excess of US$1,000,000 per Company project, in the aggregate, at any time prior to but not including the Opening Date; provided, however, that for the avoidance of doubt, expenditures related to (A) the Ho Tram Project, (B) amenities, facilities and services made available for the use and enjoyment of the prospective occupants of the Ho Tram Project, or (C) any land or improvements not within or located upon the site of the Ho Tram Project but which provide shared benefits to the Ho Tram Project, shall each not be included within this limitation, and as a result, not require the Minority Party’s separate consent pursuant hereto.

(b) Notwithstanding anything in this Agreement to the contrary, the Company shall not (and shall not permit its Subsidiaries), without first obtaining the Minority Party’s express written consent determined in the Minority Party’s sole discretion, enter into or make or amend any transaction, contract, agreement, understanding or arrangement (including the terms of any Securities or any debt or equity interests in a Company Subsidiary that are owned by a Related Party) between the Company or any of its subsidiaries, on one hand, and a Related Party or any of its Entity Affiliates, on the other hand (such transactions, contracts, agreements, understandings or arrangements to include without limitation (i) the making of any payment to such Related Party or any of its Entity Affiliates, (ii) any purchase, sale, lease or exchange of property or securities, the rendering of any service or the payment of any management, advisory or similar fees, (iii) the making of any guarantee, support agreement or similar arrangement for the benefit of such Related Party or any of its Entity Affiliates, or (iv) the issuance of any Securities (including, without limitation, issuances of Securities pursuant to the preemptive right under Article 4 hereof or issuances to fund any increase the Construction Budget, Scope or the Standard of the First Gaming Resort or the Second Gaming Resort even if, as it relates to the First Gaming Resort, the Minority Party does not otherwise have a consent right with respect to such increase) or amendment of the terms of any Securities or any debt or equity interests in a Company Subsidiary); provided, however, that the following agreements or transactions shall not be included within this provision, and as a result, not require the Minority Party’s separate consent pursuant hereto:

(i) transactions pursuant to existing agreements or instruments that were entered into on or prior to the date of this Agreement (other than amendments thereto from and after the date of this Agreement), which are set forth on Schedule 6.2(b)(i); and

(ii) the issuance or sale by the Company of any Securities to an unaffiliated third party (or parties) in which each of Harbinger and Pinnacle had an opportunity to acquire such Securities pursuant to and in accordance with Article 4 (such Securities, including any securities or other property (including cash) into or for which such Securities may be converted or exchanged in the Conversion or any subdivision, consolidation, capital reorganization, reclassification, Reorganization or the like, the “Financing Securities”); provided, however, that in the event Harbinger and/or its Entity Affiliates propose to acquire in excess of either twenty percent (20%) or US $50,000,000 in aggregate value of such issuance or sale of new Financing Securities:

(A) such acquisition of Financing Securities by Harbinger and/or its Entity Affiliates (only if such acquisition is in excess of twenty percent (20%) of such issuance or sale of new Financing Securities, and without regard to the aggregate value of

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such Financing Securities acquired) shall require the prior approval of a majority of the Independent Directors. For the avoidance of doubt, at any such Board meeting, the excluded Harbinger Directors and Pinnacle Directors may participate in any such meeting even though such excluded directors’ votes will not be counted on such matter; and

(B) Subject to Section 6.2(b)(ii)(B)(4), for a period of three (3) years following each issuance or sale of Financing Securities by the Company contemplated by this Section 6.2(b)(ii) (each such issuance, a “Corresponding Issuance”), Pinnacle (together with its Entity Affiliates) shall have the right to acquire from Harbinger and its Entity Affiliates up to the Look Back Portion of the Financing Securities acquired by Harbinger and its Entity Affiliates in the Corresponding Issuance as calculated below (and for illustrative purposes only, as set forth on Schedule 6.2(b)(ii)(B)):

(1) Up to but not including the first anniversary of the completion of the Corresponding Issuance (the “First Anniversary”), Pinnacle (together with its Entity Affiliates) shall have the right, by delivering written notice to Harbinger, to purchase from Harbinger and its Entity Affiliates up to such amount of Financing Securities equal to the Look Back Portion at the price per Financing Security paid by Harbinger and/or its Entity Affiliates in the Corresponding Issuance.

(2) From the First Anniversary up to and including the third anniversary of the completion of the Corresponding Issuance (the “Third Anniversary”), Pinnacle (together with its Entity Affiliates) shall have the right, by delivering written notice to Harbinger, to purchase from Harbinger and its Entity Affiliates up to such amount of Financing Securities equal to the Sliding Look Back Portion at the price per Financing Security paid by Harbinger and/or its Entity Affiliates in the Corresponding Issuance. For purposes of this subsection, the “Sliding Look Back Portion” means a number of Financing Securities determined by multiplying (a) the Look Back Portion by (b) the quotient obtained by dividing (1) the total number of days between (and including) (x) the date of exercise of Pinnacle’s right to purchase the Sliding Look Back Portion and (y) the Third Anniversary, by (2) seven hundred and thirty (730). Such adjustment to Pinnacle’s Look Back Portion in arriving at the Sliding Look Back Portion of Securities shall be referred to as the “Sliding Look Back Adjustment”.

(3) Solely for purposes of this Section 6.2(b)(ii)(B):

a) each Corresponding Issuance shall be treated as a separate and independent issuance or sale of a New Class of Securities for purposes of this Section 6.2(b)(ii)(B), and the right of Pinnacle and its Entity Affiliates to acquire from Harbinger and its Entity Affiliates the corresponding Look Back Portion (as may be subject to a Sliding Look Back Adjustment) shall be subject to a separate Look Back Portion determination and a separate Sliding Look Back Adjustment determination.

b) the “Look Back Portion” applicable to an acquisition by Pinnacle and its Entity Affiliates pursuant to this Section 6.2(b)(ii)(B) of Financing Securities initially acquired by Harbinger or its

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Entity Affiliates from the Company as part of the Corresponding Issuance shall equal:

i) the product of:

A) a fraction, the numerator of which shall equal the total number of Common Shares on a Fully Diluted Basis then held by Pinnacle and its Entity Affiliates immediately prior to such Corresponding Issuance, and the denominator of which is equal to the total number of Common Shares held by Harbinger and Pinnacle (together with their respective Entity Affiliates) outstanding on such date immediately prior to such Corresponding Issuance on a Fully Diluted Basis, expressed as a percentage; multiplied by:

B) the number of Financing Securities initially acquired by Harbinger or its Entity Affiliates from the Company as part of the Corresponding Issuance;

minus

ii) the number of Financing Securities initially acquired by Pinnacle or its Entity Affiliates from the Company as part of the Corresponding Issuance.

(4) Notwithstanding the foregoing, Pinnacle’s (together with its Entity Affiliates’) ability to exercise its rights under this Section 6.2(b)(ii)(B) shall:

a) terminate, with respect to any Financing Securities, upon a bona fide sale by Harbinger to an unaffiliated third party of such Financing Securities not in contravention of the terms and conditions of this Agreement.

b) terminate at the earlier of such time when (I) Pinnacle owns, together with its Entity Affiliates, forty percent (40%) or more of the voting power of the outstanding Voting Securities collectively held by Harbinger and Pinnacle (together with their respective Entity Affiliates) at any such time of determination, or (II) Harbinger, together with its Entity Affiliates, no longer (x) has the right, either individually or collectively with Pinnacle in accordance with the terms of Article 2, to appoint at least half of the directors to the Board (and does not have nominees then serving on the Board that represent at least fifty percent (50%) of all directors then serving on the Board), and (y) owns at least fifty percent (50%) of the voting power of the outstanding Voting Securities; provided, however, that such ability of Pinnacle and its Entity Affiliates to exercise its rights under this Section 6.2(b)(ii)(B) shall not so terminate with respect to any Financing Securities as to which Pinnacle had the right to acquire from Harbinger pursuant to this Section 6.2(b)(ii)(B) prior to such time a condition described in clauses (I) or (II) occurs and, as to any such Financing Securities, Pinnacle’s and its Entity Affiliates rights shall continue as

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provided in this Section 6.2(b)(ii)(B) without regard to this Section 6.2(b)(ii)(B)(4)(b).

(5) The parties shall consummate such purchase by Pinnacle and sale by Harbinger, and shall cause their respective Entity Affiliates to consummate such purchase and sale if applicable, within fifteen (15) Business Days of the giving of such written notice of exercise by Pinnacle to Harbinger.

(6) The right of Pinnacle (together with its Entity Affiliates) to purchase Financing Securities pursuant to this Section 6.2(b)(ii)(B) shall include the right of Pinnacle to acquire from Harbinger and its Entity Affiliates, at the time of its purchase of Financing Securities in the Corresponding Issuance, at a purchase price and on the timing set forth below, all Securities received by Harbinger and its Affiliates in respect thereof or accrued in respect of such Financing Securities as dividends (including without limitation accrued but undeclared dividends), interest or other payments or distributions since the time Harbinger and/or its Entity Affiliates acquired such Financing Securities in the Corresponding Issuance (“PIK Securities”).

(7) Pinnacle shall pay the consideration for PIK Securities by issuing one or more promissory notes to Harbinger:

a) with an aggregate principal amount equal to the value of the PIK Securities;

b) bearing no interest;

c) with the term (with payment in full being due on the last day of the term) being a period of time equal to the earliest to occur of (I) five (5) years, (II) a bona fide sale by Pinnacle of such PIK Securities to an unaffiliated third party, or any other liquidity event involving such PIK Securities in which cash is received in full satisfaction of such PIK Securities (including, but not limited to, a redemption in full for cash of such PIK Securities by the Company), or (III) a bona fide sale by Harbinger of all, but not less than all, of the Financing Securities related to the PIK Securities by Harbinger to an unaffiliated third party, or any other liquidity event involving such Financing Securities in which cash is received in full satisfaction of such PIK Securities (including, but not limited to, a redemption in full for cash of such Financing Securities by the Company); and

d) which shall be secured by a first priority security interest, in form and substance reasonably satisfactory to Harbinger, in the PIK Securities.

(8) Related Notice Provisions.

a) In case the Company shall propose (I) to pay any dividend, make any interest payment or other payment or distribution in respect of Financing Securities, in cash or in any form other than additional Securities,

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(II) any repurchase, retirement, redemption, refinancing, exchange, convert or other similar action with respect to Financing Securities, (III) to effect any capital reorganization, (IV) to effect any consolidation, merger or sale, organic change, transfer or other disposition of all or substantially all of its property, assets or business, or (V) to effect the liquidation, dissolution or winding up of the Company, then in each such case, at least twenty (20) Business Days before such action, the Company shall deliver to Pinnacle a written notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, interest or other payment or distribution or rights, or the date on which such repurchase, retirement, redemption, exchange or other similar action, refinancing, reclassification, reorganization, consolidation, merger, sale, organic change, transfer, disposition, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of Financing Securities, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Financing Securities.

b) In case Harbinger or its Entity Affiliates shall propose to sell, Transfer or otherwise dispose of all or a portion of its Financing Securities, then in each such case, at least twenty-five (25) Business Days before such action, Harbinger shall deliver to Pinnacle a written notice of such proposed action. This twenty-five (25) Business Day notice period shall run concurrently with the time periods set forth in the various Transfer related provisions set forth in Article 3.

(9) Harbinger and its Entity Affiliates each agree that, upon any exercise by Pinnacle or its Entity Affiliates of their right pursuant to this Section 6.2 to acquire any Financing Securities, Harbinger and its Entity Affiliates shall transfer and assign good and marketable title to the relevant Financing Securities to Pinnacle or its Entity Affiliates free and clear of any pledges, liens, encumbrances, security interests or other charges.

Section 6.3 Covenants of the Company.

(a) Compliance Related Covenants

(i) The Company and each of its Subsidiaries will (A) fully comply at all times with the U.S. Foreign Corrupt Practices Act, as amended, and the Canadian Corruption of Foreign Public Officials Act, and (B) comply in all material respects with all other applicable domestic and foreign anti-bribery or anti-corruption laws and other Applicable Laws that prohibit payments to improperly influence foreign or domestic government officials (collectively, the “Anti-Corruption Laws”).

(ii) The Company and each of its Subsidiaries will fully comply at all times with (A) all applicable U.S. and foreign government laws and regulations concerning the exportation of any products, technology, technical data or services, including those administered by, without limitation, the U.S.

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Department of Commerce, the U.S. Department of State, and the U.S. Department of the Treasury, and (B) U.S. and international economic and trade sanctions and anti-boycotting laws and regulations, including, but not limited to, those administered by the Office of Foreign Assets Control (“OFAC”), the Internal Revenue Service and other agencies within the U.S. Department of the Treasury (collectively, the “Export Control and Economic Sanctions Laws”).

(iii) The Company and each of its Subsidiaries will fully comply at all times with all applicable anti-money laundering legal and regulatory requirements to prevent and detect money laundering under U.S. or applicable foreign (collectively, “Anti-Money Laundering Laws”). The Company and its Subsidiaries shall develop, implement, and maintain anti-money laundering compliance programs that are risk-based and reasonably designed to comply with applicable Anti-Money Laundering Laws and to prevent and detect money laundering (“AML Programs”). The AML Programs shall include a person or persons with responsibility for overseeing the AML Program; procedures for identifying, verifying the identity of, and conducting due diligence of customers on a risk basis and at certain monetary thresholds; reasonable procedures and processes for identifying and, where required or permitted by applicable laws and regulations, reporting to competent government authorities suspicious activity; training for all appropriate personnel; and independent testing to assess compliance with and the effectiveness of the AML Programs.

(iv) Neither the Company nor any of its Subsidiaries will, and the Company and each of its Subsidiaries shall ensure that no director, officer, employee or agent, or distributor, consultant or Affiliate over which the Company exercises control, or other person acting on behalf of the Company or its Subsidiaries will, take any action, either directly or indirectly, that would reasonably be expected to result in a violation of the Anti-Corruption Laws, the Export Control and Economic Sanctions Laws or the Anti-Money Laundering Laws, including but not limited to:

(A) as applicable, making, offering, promising or authorizing any payment, contribution, gift, entertainment, bribe, rebate, kickback, or any other thing of value, regardless of form or amount, to any (1) foreign or domestic government official or employee; (2) employee of a foreign or domestic government-owned or controlled entity; (3) foreign or domestic political party, political official, or candidate for political office; or (4) any officer or employee of a public international organization, to obtain a competitive advantage, or to receive favorable treatment in obtaining or retaining business;

(B) engaging in any sales, exports, re-exports, imports, transactions, or other activities in, relating to, or involving, directly or indirectly, countries subject to U.S. economic sanctions, or that otherwise would be prohibited if performed by U.S. persons or entities; or

(C) engaging in any transaction, investment, undertaking, or activity in violation of the criminal provisions against money laundering under U.S. or applicable foreign law.

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(v) The Company shall report to Pinnacle and Harbinger any (A) commissions, fees, or political contributions made by the Company or any of its Subsidiaries, or a director, officer, employee, agent, distributor, consultant, affiliate, or other person acting on behalf of the Company or its Subsidiaries; or (B) any corruption-related concerns or incidents relating to the Company or its Subsidiaries, including but not limited to requests for any thing of value from a government official or employee, or any political party or candidate for political office, and offers or promises of any thing of value to a government official or employee, or any political party or candidate for political office by a director, officer, employee, agent, distributor, consultant, affiliate, or other person acting on behalf of the Company or its Subsidiaries. Any such report shall be made promptly in writing and will detail the concern or incident, including by providing the nature, location, and employees or agents involved in the incident, as well as any remedial measures taken.

(vi) Notwithstanding anything to the contrary herein (including the restrictions applicable to Pinnacle in Section 2.3 of this Agreement), for the purpose of confirming compliance with the covenants in this Section 6.3, the Company and its Subsidiaries shall permit Pinnacle and Harbinger each of their duly authorized representatives or agents to inspect any of its assets or books and records, visit any of its properties, to conduct appraisals and valuations, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Pinnacle or Harbinger may designate with reasonable prior notice to the Company and its Subsidiaries.

(vii) The Company and its Subsidiaries shall comply with the requirements of all Gaming Laws, and the rules, regulations and decrees, directives and orders of any Gaming Authority that are applicable to the Company or its Subsidiaries.

(b) Additional Covenants.

(i) Indemnification Agreements. The Company shall use reasonable best efforts and take all such steps as may reasonably be within its powers to enter into customary indemnification agreements with each of the Harbinger Directors and the Pinnacle Directors, which indemnification agreements shall be substantially similar to and on no less favorable terms than the existing indemnification agreements between the Company and each member of the Board as in effect immediately prior to the execution of this Agreement. In addition, the Company shall use reasonable best efforts and take all such steps as may reasonably be within its powers to enter into customary indemnification agreements with each the Harbinger Board Observer(s), the Pinnacle Board Observer(s) and the Pinnacle Advisor.

(ii) No Grant of Conflicting Rights. The Company will not grant any rights to any party that would conflict with this Agreement including without limitation rights of first refusal and consent rights, and will terminate, as soon as reasonably practicable, any agreements granting such rights that are in existence.

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(iii) The Company will comply (and will cause any Subsidiary to comply) with the requirements of all Applicable Laws (including Environmental Laws), rules, regulations and decrees, directives and orders of any Governmental Authority that are applicable to it or to any of its properties or the properties of its Subsidiaries, except where non-compliance could not reasonably be expected to have a Material Adverse Effect.

(iv) The Company will use its best efforts to comply with the Investment Certificate and where it is unable to do so to make reasonable efforts to have the Investment Certificate amended, except where non-compliance could not reasonably be expected to have a Material Adverse Effect.

(v) The Company will comply with the Lease, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

(vi) The Company will promptly give notice to Harbinger and Pinnacle upon becoming aware of (A) any violation of any Environmental Law, (B) any claim, inquiry, proceeding, investigation or other action, including a request for information or a notice of potential liability under any Environmental Law, by or from any Governmental Authority or any third party claimant, or (C) the discovery of the release of any hazardous material at, on, under or from any of its real or leasehold properties or any facility or equipment thereat in excess of reportable or allowable standards or levels under any Environmental Law, in each case with respect to the properties and operations of the Company and/or its Subsidiaries, and in each case that could reasonably be expected to have a Material Adverse Effect.

(vii) Except where failure to comply with this Section 6.3(b)(vii) could not reasonably be expected to have a Material Adverse Effect, the Company will keep its and its Subsidiaries’ insurable properties adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is usually maintained in the same general area by companies engaged in the same or similar businesses, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it or the use of any products sold by it; and maintain such other insurance as may be required by Applicable Law.

(viii) The Company will keep the Policy in full force and effect and will use reasonable commercial efforts to ensure that the Policy is complied with by the Company and its Subsidiaries in all material respects on an ongoing basis.

(ix) The Company shall provide each of Harbinger and Pinnacle, at the sole expense of the requesting party, with all information reasonably requested by it to enable it to satisfy their tax reporting obligations arising out of the transactions contemplated by the 2012 Subscription Agreement.

Section 6.4 Additional Covenants and Representations of the Parties.

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(a) Harbinger Compliance with Obligations Under the BIDV Facility. Notwithstanding anything in this Agreement to the contrary, Harbinger shall, and shall cause each of its Entity Affiliates other than the Company to perform their respective obligations under the BIDV Facility including, without limitation, the Undertaking dated March 22, 2011, and shall not, or permit any of its Entity Affiliates to, exercise any rights or otherwise take or permit any actions including, without limitation, with respect to their Equity Securities in the Company that could result in a Potential Event of Default or Event of Default under and as defined in the BIDV Facility, except any Potential Event of Default or Event of Default that may result from a Transfer of Securities that is required by Applicable Law or pursuant to the terms and conditions of Section 3.1(a)(iii). Harbinger represents and warrants that as of the date of this Agreement, Harbinger and each of its Entity Affiliates are in compliance with their respective obligations under the BIDV Facility and have not taken any actions that could result in a Potential Event of Default or Event of Default under and as defined in the BIDV Facility.

Section 6.5 Backstop Lookback Protection.

(a) During the Backstop Lookback Period, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, to require each Backstop Lender to sell to Pinnacle up to twenty-seven percent (27%) of the Common Shares into which the principal amount of all Backstop Advances (and accrued interest thereon) made by, or for and on behalf of, such Backstop Lender was converted pursuant to the Conversion Agreement (such Common Shares are referred to as the “Backstop Common Shares”), calculated as follows:

(i) up to but not including the First Backstop Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, by delivering written notice to the Harbinger Agent, to require each Backstop Lender to sell to Pinnacle up to twenty-seven percent (27%) of the Backstop Common Shares ; and

(ii) from the First Backstop Anniversary up to and including the Third Backstop Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, by delivering written notice to the Harbinger Agent, to require each Backstop Lender to sell to Pinnacle up to the Sliding Proportionate Backstop Percentage of the Backstop Common Shares. For purposes of this subsection, the “Sliding Proportionate Backstop Percentage” with respect to the Backstop Common Shares means an amount determined by multiplying (A) twenty-seven percent (27%) by (B) the quotient obtained by dividing (1) the total number of days between (and including) (x) the date of exercise of Pinnacle’s right to purchase the Sliding Proportionate Backstop Percentage of the Backstop Common Shares and (y) the Third Backstop Anniversary, by (2) seven hundred and thirty (730). Such adjustment to the twenty-seven percent (27%) in arriving at the Sliding Proportionate Backstop Percentage shall be referred to as the “Sliding Backstop Adjustment”.

(b) [Intentionally omitted.]

(c) In the event of a sale, transfer or other disposition by a Backstop Lender of all or any portion of the Backstop Common Shares or the Additional Backstop Warrants (the Backstop Common Shares, the Additional Backstop Warrants and any Backstop PIK Securities are each

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referred to herein as a “Backstop Asset” and, collectively, as the “Backstop Assets”) to an unaffiliated third party which would cause such Backstop Lender to hold less than twenty-seven percent (27%) of its original interest in any Backstop Asset (the “Minimum Backstop Retained Original Interest”), such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of such Backstop Lender hereunder, provided, however, only in respect of such portion of the percentage of the Backstop Asset so acquired by the transferee as relates to the shortfall in such Backstop Lender’s Minimum Backstop Retained Original Interest; provided, however that in the event of a sale, transfer or other disposition by a Backstop Lender of all or any portion a Backstop Asset to Harbinger or any of its Entity Affiliates, such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of a Backstop Lender hereunder related to the percentage of the Backstop Asset so acquired; provided, further that the required assumption of the obligations of a Backstop Lender under this Section 6.5(c) shall not apply in the case of a sale, transfer or other disposition by a Backstop Lender to Pinnacle or its Entity Affiliates. An assumption of the obligations by a transferee as set forth in and required by this Section 6.5(c) shall be in writing in a form reasonably satisfactory to Pinnacle. For the avoidance of doubt, the obligation of a transferor to ensure that a transferee of a Backstop Asset becomes subject to this Section 6.5(c) and assumes the obligations hereunder relating to such Backstop Asset shall apply to successive sales, transfers and other dispositions of such Backstop Asset and to subsequent transferors and transferees thereof, except in the case of a transfer to Pinnacle or its Entity Affiliates.

(d) The purchase price payable by Pinnacle (or its Entity Affiliates) to a Backstop Lender for a purchase of Backstop Common Shares under this Section 6.5 shall be an amount equal to US$0.0151 per Backstop Common Share being purchased (the “Backstop Per Share Purchase Price”), subject to adjustment pursuant to Section 6.5(l).

(e) The parties shall consummate such purchase by Pinnacle from a Backstop Lender (including the assignments of Additional Backstop Warrants contemplated by Section 6.5(f) and of Backstop PIK Securities contemplated by Section 6.5(g)) on a Business Day within fifteen (15) Business Days of the giving of such written notice of exercise by Pinnacle to the Harbinger Agent. The selling Backstop Lender or Pinnacle shall deliver to the Company the fully executed document(s) pursuant to which such purchase was effected, together with all information reasonably required by the Company to register the transfer of the Backstop Common Shares and Additional Backstop Warrants in the Company’s stock transfer and warrant transfer records.

(f) The right of Pinnacle (together with its Entity Affiliates) to purchase Backstop Common Shares from a Backstop Lender pursuant to this Section 6.5 shall include the right of Pinnacle to acquire from such Backstop Lender on the date of such purchase, at no additional cost to Pinnacle, subject to compliance with Applicable Laws, Additional Backstop Warrants covering the number of Common Shares equal to (A) the number of Common Shares covered by the Additional Backstop Warrants in the aggregate originally issued to such Backstop Lender (as such number of Common Shares may be adjusted pursuant to the terms of such Additional Backstop Warrants), multiplied by (B) the Sliding Proportionate Backstop Percentage, multiplied by (C)(1) the number of Backstop Common Shares acquired by Pinnacle (and/or its Entity Affiliates) from such Backstop Lender, divided by (2) the maximum number of Backstop Common Shares that Pinnacle (and its Entity Affiliates) is entitled to acquire from such Backstop Lender pursuant to Section 6.5(a) as of the date of such acquisition; provided, however, that,

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such Additional Backstop Warrants shall be assigned to Pinnacle and/or its Entity Affiliates notwithstanding that such assigned Additional Backstop Warrants have been exercised in part prior to such acquisition, and Pinnacle and/or its Entity Affiliates shall have the benefit of all remaining rights of such assigned Additional Backstop Warrants.

For the avoidance of doubt, any sales, transfers or other dispositions by Harbinger of any Backstop Common Shares or Additional Backstop Warrants to any Persons other than Pinnacle and its Entity Affiliates shall not reduce the amount of Additional Backstop Warrants that Pinnacle or its Entity Affiliates are entitled to acquire pursuant to this Section 6.5(f).

(g) The right of Pinnacle (together with its Entity Affiliates) to purchase Backstop Common Shares together with a portion of the Additional Backstop Warrants under this Section 6.5 shall include the right of Pinnacle (together with its Entity Affiliates) to acquire from Harbinger and its Entity Affiliates, at the time of its purchase of Backstop Common Shares and associated Additional Backstop Warrants, at a purchase price and on the timing set forth below, all Securities (other than the Additional Backstop Warrants themselves, which shall be included in the purchase of such Backstop Common Shares and other than Common Shares issued upon exercise of the Additional Backstop Warrants not in contravention of the terms of this Agreement) received by, or accrued in favour of, Harbinger and its Entity Affiliates in respect of such Backstop Common Shares or Additional Backstop Warrants (or the Backstop Advances as to which such Backstop Common Shares and Additional Backstop Warrants relate) as dividends (including, without limitation, accrued but undeclared dividends) or other payments or distributions (including interest, other than accrued interest converted pursuant to the Conversion Agreement on a Backstop Advance) since the time Harbinger and/or its Entity Affiliates made such Backstop Advance (the “Backstop PIK Securities”). For greater certainty, Backstop PIK Securities as defined herein shall exclude Original Backstop Warrants and all Securities and other returns or distributions received by Harbinger and its Affiliates in respect thereof.

(h) Pinnacle shall pay the consideration for Backstop PIK Securities by issuing one or more promissory notes to Harbinger or its applicable Entity Affiliate:

(i) with an aggregate principal amount equal to the value of the Backstop PIK Securities;

(ii) bearing no interest;

(iii) with the term (with payment in full being due on the last day of the term) being a period of time equal to the earliest to occur of (A) five (5) years, (B) a bona fide sale by Pinnacle of such Backstop PIK Securities to an unaffiliated third party, or any other liquidity event involving such Backstop PIK Securities in which cash is received in full satisfaction of such Backstop PIK Securities (including, but not limited to, a redemption in full for cash of such Backstop PIK Securities by the Company), or (C) a bona fide sale by Harbinger or its Entity Affiliates of all, but not less than all, of the Backstop Common Shares related to the Backstop PIK Securities by Harbinger or its Entity Affiliates to an unaffiliated third party, or any other liquidity event involving such Backstop Common Shares in which cash is received in full satisfaction of such Backstop PIK Securities; and

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(iv) which shall be secured by a first priority security interest, in form and substance reasonably satisfactory to Harbinger, in the Backstop PIK Securities.

(i) Each Backstop Lender agrees, upon any exercise by Pinnacle or its Entity Affiliates of their right to acquire any Backstop Assets of such Backstop Lender, to transfer and assign good and marketable title to the relevant Backstop Assets held by such Backstop Lender to Pinnacle or its Entity Affiliates free and clear of any pledges, liens, encumbrances, security interests or other charges (collectively hereinafter, “Liens”). In the event that upon such exercise, in Pinnacle’s reasonable determination, a Backstop Lender is not able to assign good and marketable title to any relevant Backstop Asset to Pinnacle or its Entity Affiliates free and clear of Liens (such lender in such case, a “Proposed Transferor Backstop Lender”), then in addition to all other remedies at law and/or in equity that Pinnacle and/or its Entity Affiliates may have against such Proposed Transferor Backstop Lender, upon Pinnacle’s written notice to the Company (which notice shall state that Pinnacle had attempted to acquire Backstop Assets from such Proposed Transferor Backstop Lender identified in such notice in accordance with Section 6.5(a) and Section 6.5(f)), the following transactions shall be consummated so as to afford Pinnacle, to the maximum extent possible, the full benefit of its rights under Section 6.5:

(i) Pinnacle and its Entity Affiliates shall be entitled to purchase from the Company, and the Company agrees to issue to Pinnacle and its Entity Affiliates exercising such right, a number of Common Shares equal to a number of Common Shares (the “Alternate Backstop Common Shares”) which, when added to the holdings of Equity Securities held by Pinnacle and its Entity Affiliates would result in Pinnacle and its Entity Affiliates holding, immediately following such issuance, a percentage of the outstanding Common Shares on a Fully Diluted Basis that they would have held had they been able to purchase Backstop Common Shares from the Proposed Transferor Backstop Lender under Section 6.5(a). Notwithstanding that the Company would be obligated to issue a greater number of Alternate Backstop Common Shares under this provision given the resulting shortfall in the number of Backstop Common Shares that Pinnacle or its Entity Affiliate should otherwise have been able to purchase from the Proposed Transferor Backstop Lender, the aggregate purchase price payable to the Company by Pinnacle or its Entity Affiliate for the Alternate Backstop Common Shares shall be equal to the aggregate purchase price that Pinnacle or its Entity Affiliate would have paid to the Proposed Transferor Backstop Lender for the Backstop Common Shares it sought to acquire.

(ii) Any Proposed Transferor Backstop Lender shall deliver to the Company (on behalf of Pinnacle and its Entity Affiliates, as applicable) amounts that are sufficient to pay all required taxes arising in connection with the issuance of any shares pursuant to Section 6.5(i)(i) by the Company to Pinnacle or its Entity Affiliates (for purposes of this Section 6.5(i)(ii), an “Indemnified Event”). Such Proposed Transferor Backstop Lender shall deliver such amounts to the Company within the time period that will allow the Company to remit such taxes within the time prescribed by Applicable Law (for purposes of this Section 6.5(i)(ii), the “Remittance Date”) and the Company shall remit such taxes to the relevant Governmental Authority forthwith upon receipt of such payment from such Proposed Transferor Backstop Lender. The Company shall provide evidence of such remittance to the Proposed Transferor Backstop Lender and to Pinnacle or its Entity Affiliates. In the event such Proposed Transferor Backstop Lender fails to deliver to the Company (on behalf of Pinnacle and its Entity Affiliates, as applicable) the taxes owing by Pinnacle or its Entity Affiliates in connection with an Indemnified Event so that the Company may remit such taxes by the Remittance Date, any such Proposed Transferor Backstop Lender agrees to indemnify and hold harmless Pinnacle and its Entity

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Affiliates and the Company from and against any taxes, penalties and interest, including any withholding taxes and penalties and interest thereon, (for purposes of this Section 6.5(i)(ii), “Taxes”) owing in connection with such Indemnified Event. Pinnacle’s and its Entity Affiliates’ and the Company’s right to commence any claim for indemnification for Taxes owing in connection with an Indemnified Event shall survive indefinitely.

(iii) [Intentionally omitted.]

(iv) the number of Common Shares covered by the Additional Backstop Warrants of such Proposed Transferor Backstop Lender shall be automatically reduced, and without requirement of any action on the part of such Proposed Transferor Backstop Lender, by the number of Common Shares that would have been covered by an Additional Backstop Warrant (or portion thereof) assigned to Pinnacle and/or its Entity Affiliates pursuant to Section 6.5(f), and the Company shall notify such Proposed Transferor Backstop Lender of the calculation of such reduction, which calculation shall be conclusive absent manifest error;

(v) the Company agrees to and shall issue a warrant (an “Alternate Backstop Warrant”) to Pinnacle or its Entity Affiliates, in form and substance substantially identical to the form of Additional Backstop Warrants issued to such Proposed Transferor Backstop Lender (including an Additional Backstop Entitlement, but excluding any of the provisions as shall not be applicable to Pinnacle and its Entity Affiliates including, without limitation, any restriction on exercise and any automatic reduction in the shares covered by such warrant relating to Section 6.5(i)(iv)) covering the number of Common Shares covered by Additional Backstop Warrants Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed Transferor Backstop Lender under Section 6.5(f). An Alternate Backstop Warrant shall be an Additional Backstop Warrant for all purposes of this Agreement as if Pinnacle or such Entity Affiliate had received an assignment of all or a portion of an Additional Backstop Warrant from a Backstop Lender under Section 6.5(f); and

(vi) for greater clarity, the references to “Backstop Lender” and “Proposed Transferor Backstop Lender” in this Section 6.5(i) shall not include Pinnacle and/or its Entity Affiliates.

(j) Each Backstop Lender agrees that, during the Backstop Lookback Period, it shall not exercise any Additional Backstop Warrant it holds with respect to more than seventy-three percent (73%) of securities comprising the portion of the original Additional Backstop Entitlement (as adjusted pursuant to the terms of such Additional Backstop Warrant) exercisable on a cumulative basis under the terms of such Additional Backstop Warrant. Any attempted exercise by such Backstop Lender of any portion of such Additional Backstop Warrants as relates to more than such seventy-three percent (73%) of such securities, as aforementioned,

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shall be null and void, of no force or effect whatsoever, and shall not be honoured by the Company.

(k) Notwithstanding anything in this Agreement to the contrary, each Backstop Lender agrees that it shall not be permitted to pledge or grant a Lien, or permit a Lien to exist, in respect of more than seventy-three percent (73%) of the Backstop Common Shares issued to it in the Conversion (as adjusted or converted pursuant to events described in Section 6.5(l)). Any such pledge or Lien in contravention of this Section 6.5(k) shall be null and void ab initio. In addition to the legend required by Section 3.7, any and all certificates representing Securities that are subject to Pinnacle’s right to purchase under this Section 6.5 shall have endorsed thereon in bold type the following legend:

“The securities represented by this certificate are subject to an obligation on the part of the holder to transfer and assign good and marketable title to such securities free and clear of any pledges, liens, encumbrances, security interests or other charges in the event that certain parties to such Fourth Amended and Restated Shareholders Agreement exercise their right to purchase such securities in accordance with the terms and conditions of such Fourth Amended and Restated Shareholders Agreement.”

(l) If, at any time following the Conversion:

(i) the Company:

(A) subdivides (or redivides or changes) the Common Shares into a greater number of shares;

(B) consolidates (or reduces or combines) the Common Shares into a lesser number of shares; or

(C) issues Common Shares, or securities exchangeable for or convertible into Common Shares, to the holders of the outstanding Common Shares by way of stock dividend or other distribution,

the Backstop Per Share Purchase Price shall be adjusted to equal the price determined by multiplying the Backstop Per Share Purchase Price most recently in effect prior to such event by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such event and the denominator shall be the total number of Common Shares outstanding immediately after such event (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares immediately after such event). Upon any adjustment to the Backstop Per Share Purchase Price pursuant to this Section 6.5(l)(i), the number of Backstop Common Shares which are purchasable from a Backstop Lender pursuant to this Section 6.5 shall be adjusted by multiplying the number of Backstop Common Shares that were purchasable under this Section 6.5 immediately prior to such event by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately after such event (including, in the case where

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securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares immediately after such event) and the denominator shall be the total number of Common Shares outstanding immediately prior to such event;

(ii) the Backstop Common Shares shall be changed into the same or a different number of shares of any class or other securities or other property (including cash), whether by capital reorganization, recapitalization, reclassification or otherwise (other than a subdivision or consolidation of shares of stock dividend or other distribution provided for above, or a consolidation, merger or amalgamation or a sale of assets provided for below), then and in each such event, Pinnacle or any of its Entity Affiliates, upon exercising its rights under this Section 6.5 after the effective date of such event, will be entitled to receive in lieu of the number of Backstop Common Shares to which Pinnacle or its Entity Affiliates were theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property (including cash) which Pinnacle or such Entity Affiliate would have been entitled to receive as a result of such event if, on the effective date thereof, Pinnacle or such Entity Affiliate had been the registered holder of the number of Backstop Common Shares to which Pinnacle or such Entity Affiliate was theretofore entitled upon exercise of its rights under this Section 6.5. The parties agree, acting reasonably, to make appropriate adjustments as a result of any such event in the application of the provisions set forth in this Section 6.5(l) with respect to the rights and interests thereafter of Pinnacle and its Entity Affiliates under this Section 6.5 to the end that the provisions set forth in this Section 6.5 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property (including cash) thereafter deliverable upon the exercise of Pinnacle’s and its Entity Affiliates’ rights under this Section 6.5.

(iii) there is a consolidation, merger or amalgamation of the Company with or into another body corporate or other entity or person including a transaction whereby all or substantially all of the Company’s undertaking and assets become the property of any other corporation or other entity or person (any such event being herein called a “Reorganization”), Pinnacle or any of its Entity Affiliates, upon exercising its rights under this Section 6.5 after the effective date of such Reorganization, will be entitled to receive in lieu of the number of Backstop Common Shares to which Pinnacle or its Entity Affiliates were theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property (including cash) which Pinnacle or such Entity Affiliate would have been entitled to receive as a result of such Reorganization if, on the effective date thereof, Pinnacle or such Entity Affiliate had been the registered holder of the number of Backstop Common Shares to which Pinnacle or such Entity Affiliate was theretofore entitled upon exercise of its rights under this Section 6.5, recognizing that post-closing adjustments may be required. The parties agree, acting reasonably, to make appropriate adjustments as a result of any such Reorganization in the application of the provisions set forth in this Section 6.5(l) with respect to the rights and interests thereafter of Pinnacle and its Entity Affiliates under this Section 6.5 to the end that the provisions set forth in this Section 6.5 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property

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(including cash) thereafter deliverable upon the exercise of Pinnacle’s and its Entity Affiliates’ rights under this Section 6.5; and

(iv) in the case the Company takes any action affecting the Common Shares, other than any action described in this Section 6.5(l), which in the opinion of Pinnacle would materially affect the rights of Pinnacle under this Section 6.5, the number of May 2013 Common Shares to which Pinnacle will be entitled under this Section 6.5 will be adjusted in an equitable manner as agreed to by Pinnacle and Harbinger, both acting reasonably.

Section 6.6 May 2013 Loan Agreement Lookback Protection.

(a) During the May 2013 Lookback Period, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, to require each May 2013 Harbinger Lender to sell to Pinnacle up to twenty-seven percent (27%) of the Common Shares into which the principal amount of all May 2013 Advances (and accrued interest thereon) made by, or for and on behalf of, such May 2013 Harbinger Lender was converted pursuant to the Conversion Agreement (such Common Shares are referred to as the “May 2013 Common Shares”), calculated as follows:

(i) up to but not including the First May 2013 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, by delivering written notice to the Harbinger Agent, to require each May 2013 Harbinger Lender to sell to Pinnacle up to twenty-seven percent (27%) of the May 2013 Common Shares; and

(ii) from the First May 2013 Anniversary up to and including the Third May 2013 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, by delivering written notice to the Harbinger Agent, to require each May 2013 Harbinger Lender to sell to Pinnacle up to the Sliding Proportionate Percentage of the May 2013 Common Shares. For purposes of this subsection, the “Sliding Proportionate May 2013 Percentage” means with respect to the May 2013 Common Shares an amount determined by multiplying (A) twenty-seven percent (27%) by (B) the quotient obtained by dividing (1) the total number of days between (and including) (x) the date of exercise of Pinnacle’s right to purchase the Sliding Proportionate May 2013 Percentage of the May 2013 Common Shares and (y) the Third May 2013 Anniversary, by (2) seven hundred and thirty (730). Such adjustment to the twenty-seven percent (27%) in arriving at the Sliding Proportionate May 2013 Percentage shall be referred to as the “Sliding May 2013 Adjustment”.

(b) [Intentionally omitted.]

(c) In the event of a sale, transfer or other disposition by a May 2013 Harbinger Lender of all or any portion of the May 2013 Common Shares or the May 2013 Minimum Warrants (the May 2013 Common Shares, the May 2013 Minimum Warrants and any May 2013 PIK Securities are each referred to herein as a “May 2013 Asset” and, collectively, as the “May 2013 Assets”) to an unaffiliated third party which would cause such May 2013 Harbinger Lender to hold less than twenty-seven percent (27%) of its original interest in any May 2013 Asset (the

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“Minimum May 2013 Retained Original Interest”), such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of such May 2013 Harbinger Lender hereunder, provided, however, only in respect of such portion of the percentage of the May 2013 Asset so acquired by the transferee as relates to the shortfall in such May 2013 Harbinger Lender’s Minimum May 2013 Retained Original Interest; provided, however that in the event of a sale, transfer or other disposition by a May 2013 Harbinger Lender of all or any portion a May 2013 Asset to Harbinger or any of its Entity Affiliates, such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of a May 2013 Harbinger Lender hereunder related to the percentage of the May 2013 Asset so acquired; provided, further that the required assumption of the obligations of a May 2013 Harbinger Lender under this Section 6.6(c) shall not apply in the case of a sale, transfer or other disposition by a May 2013 Harbinger Lender to Pinnacle or its Entity Affiliates. An assumption of the obligations by a transferee as set forth in and required by this Section 6.6(c) shall be in writing in a form reasonably satisfactory to Pinnacle. For the avoidance of doubt, the obligation of a transferor to ensure that a transferee of a May 2013 Asset becomes subject to this Section 6.6(c) and assumes the obligations hereunder relating to such May 2013 Asset shall apply to successive sales, transfers and other dispositions of such May 2013 Asset and to subsequent transferors and transferees thereof, except in the case of a transfer to Pinnacle or its Entity Affiliates.

(d) The purchase price payable by Pinnacle (or its Entity Affiliates) to a May 2013 Harbinger Lender for a purchase of May 2013 Common Shares under this Section 6.6 shall be an amount equal to US$0.0161 per May 2013 Common Share being purchased (the “May 2013 Per Share Purchase Price”), subject to adjustment pursuant to Section 6.6(l).

(e) The parties shall consummate such purchase by Pinnacle from a May 2013 Lender (including the assignments of May 2013 Minimum Warrants contemplated by Section 6.6(f) and of May 2013 PIK Securities contemplated by Section 6.6(g)) on a Business Day within fifteen (15) Business Days of the giving of such written notice of exercise by Pinnacle to the Harbinger Agent. The selling May 2013 Harbinger Lender or Pinnacle shall deliver to the Company the fully executed document(s) pursuant to which such purchase was effected, together with all information reasonably required by the Company to register the transfer of the May 2013 Common Shares and May 2013 Minimum Warrants in the Company’s stock transfer and warrant transfer records.

(f) The right of Pinnacle (together with its Entity Affiliates) to purchase May 2013 Common Shares from a May 2013 Harbinger Lender pursuant to this Section 6.6 shall include the right of Pinnacle to acquire from such May 2013 Harbinger Lender on the date of such purchase, at no additional cost to Pinnacle, subject to compliance with Applicable Laws, May 2013 Minimum Warrants covering the number of Common Shares equal to:

(i) (A) the number of Common Shares covered by the May 2013 Minimum Warrants in the aggregate originally issued to such May 2013 Harbinger Lender (as such number of Common Shares may be adjusted pursuant to the terms of such May 2013 Minimum Warrants), multiplied by

(B) twenty-seven percent (27%);

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(ii) multiplied by (1) the number of May 2013 Common Shares acquired by Pinnacle (and/or its Entity Affiliates) from such May 2013 Harbinger Lender, divided by (2) the maximum number of May 2013 Common Shares that Pinnacle (and its Entity Affiliates) is entitled to acquire from such May 2013 Harbinger Lender pursuant to Section 6.6(a) as of the date of such acquisition;

(iii) multiplied by the Sliding May 2013 Adjustment, if and as applicable;

provided, however, that, such May 2013 Minimum Warrants shall be assigned to Pinnacle and/or its Entity Affiliates notwithstanding that such assigned May 2013 Minimum Warrants have been exercised in part prior to such acquisition, and Pinnacle and/or its Entity Affiliates shall have the benefit of all remaining rights of such assigned May 2013 Minimum Warrants.

For the avoidance of doubt, any sales, transfers or other dispositions by Harbinger of any May 2013 Common Shares or May 2013 Minimum Warrants to any Persons other than Pinnacle and its Entity Affiliates shall not reduce the amount of May 2013 Minimum Warrants that Pinnacle or its Entity Affiliates are entitled to acquire pursuant to this Section 6.6(f).

(g) The right of Pinnacle (together with its Entity Affiliates) to purchase May 2013 Common Shares together with a portion of the May 2013 Minimum Warrants under this Section 6.6 shall include the right of Pinnacle (together with its Entity Affiliates) to acquire from Harbinger and its Entity Affiliates, at the time of its purchase of a portion of May 2013 Common Shares and associated May 2013 Minimum Warrants, at a purchase price and on the timing set forth below, all Securities (other than the May 2013 Minimum Warrants themselves, which shall be included in the purchase of such May 2013 Common Shares and other than Common Shares issued upon exercise of the May 2013 Minimum Warrants not in contravention of the terms of this Agreement) received by, or accrued in favour of, Harbinger and its Entity Affiliates in respect of such May 2013 Common Shares or May 2013 Minimum Warrants (or the May 2013 Advances as to which such May 2013 Common Shares and May 2013 Minimum Warrants relate) as dividends (including, without limitation, accrued but undeclared dividends) or other payments or distributions (including interest, other than accrued interest converted pursuant to the Conversion Agreement on a May 2013 Advance) since the time Harbinger and/or its Entity Affiliates made such May 2013 Advance (the “May 2013 PIK Securities”).

(h) Pinnacle shall pay the consideration for May 2013 PIK Securities by issuing one or more promissory notes to Harbinger or its applicable Entity Affiliate:

(i) with an aggregate principal amount equal to the value of the May 2013 PIK Securities;

(ii) bearing no interest;

(iii) with the term (with payment in full being due on the last day of the term) being a period of time equal to the earliest to occur of (A) five (5) years, (B) a bona fide sale by Pinnacle of such May 2013 PIK Securities to an unaffiliated third party, or any other liquidity event involving such May 2013 PIK Securities in which cash is received in full satisfaction of such May 2013 PIK Securities (including, but not limited to, a

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redemption in full for cash of such May 2013 PIK Securities by the Company), or (C) a bona fide sale by Harbinger or its Entity Affiliates of all, but not less than all, of the May 2013 Common Shares related to the May 2013 PIK Securities by Harbinger or its Entity Affiliates to an unaffiliated third party, or any other liquidity event involving such May 2013 Common Shares in which cash is received in full satisfaction of such May 2013 PIK Securities; and

(iv) which shall be secured by a first priority security interest, in form and substance reasonably satisfactory to Harbinger, in the May 2013 PIK Securities.

(i) Each May 2013 Harbinger Lender agrees, upon any exercise by Pinnacle or its Entity Affiliates of their right to acquire any May 2013 Assets of such May 2013 Harbinger Lender, to transfer and assign good and marketable title to the relevant May 2013 Assets held by such May 2013 Harbinger Lender to Pinnacle or its Entity Affiliates free and clear of any Liens. In the event that upon such exercise, in Pinnacle’s reasonable determination, a May 2013 Harbinger Lender is not able to assign good and marketable title to any relevant May 2013 Asset to Pinnacle or its Entity Affiliates free and clear of Liens (such lender in such case, a “Proposed May 2013 Lender Transferor”), then in addition to all other remedies at law and/or in equity that Pinnacle and/or its Entity Affiliates may have against such Proposed May 2013 Lender Transferor, upon Pinnacle’s written notice to the Company (which notice shall state that Pinnacle had attempted to acquire May 2013 Assets from such Proposed May 2013 Lender Transferor identified in such notice in accordance with Section 6.6(a) and Section 6.6(f)), the following transactions shall be consummated so as to afford Pinnacle, to the maximum extent possible, the full benefit of its rights under Section 6.6:

(i) Pinnacle and its Entity Affiliates shall be entitled to purchase from the Company, and the Company agrees to issue to Pinnacle and its Entity Affiliates exercising such right, a number of Common Shares equal to a number of Common Shares (the “Alternate May 2013 Common Shares”) which, when added to the holdings of Equity Securities held by Pinnacle and its Entity Affiliates would result in Pinnacle and its Entity Affiliates holding, immediately following such issuance, a percentage of the outstanding Common Shares on a Fully Diluted Basis that they would have held had they been able to purchase May 2013 Common Shares from the Proposed May 2013 Lender Transferor under Section 6.6(a). Notwithstanding that the Company would be obligated to issue a greater number of Alternate May 2013 Common Shares under this provision given the resulting shortfall in the number of May 2013 Common Shares that Pinnacle or its Entity Affiliate should otherwise have been able to purchase from the Proposed May 2013 Lender Transferor, the aggregate purchase price payable to the Company by Pinnacle or its Entity Affiliate for the Alternate May 2013 Common Shares shall be equal to the aggregate purchase price that Pinnacle or its Entity Affiliate would have paid to the Proposed May 2013 Lender Transferor for the May 2013 Common Shares it sought to acquire.

(ii) Any Proposed May 2013 Lender Transferor shall deliver to the Company (on behalf of Pinnacle and its Entity Affiliates, as applicable) amounts that are sufficient to pay all required taxes arising in connection with the issuance of any shares pursuant to Section 6.6(i)(i) by the Company to Pinnacle or its Entity Affiliates (for purposes of this

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Section 6.6(i)(ii), an “Indemnified Event”). Such Proposed May 2013 Lender Transferor shall deliver such amounts to the Company within the time period that will allow the Company to remit such taxes within the time prescribed by Applicable Law (for purposes of this Section 6.6(i)(ii), the “Remittance Date”) and the Company shall remit such taxes to the relevant Governmental Authority forthwith upon receipt of such payment from such Proposed May 2013 Lender Transferor. The Company shall provide evidence of such remittance to the Proposed May 2013 Lender Transferor and to Pinnacle or its Entity Affiliates. In the event such Proposed May 2013 Lender Transferor fails to deliver to the Company (on behalf of Pinnacle and its Entity Affiliates, as applicable) the taxes owing by Pinnacle or its Entity Affiliates in connection with an Indemnified Event so that the Company may remit such taxes by the Remittance Date, any such Proposed May 2013 Lender Transferor agrees to indemnify and hold harmless Pinnacle and its Entity Affiliates and the Company from and against any taxes, penalties and interest, including any withholding taxes and penalties and interest thereon, (for purposes of this Section 6.6(i)(ii), “Taxes”) owing in connection with such Indemnified Event. Pinnacle’s and its Entity Affiliates’ and the Company’s right to commence any claim for indemnification for Taxes owing in connection with an Indemnified Event shall survive indefinitely.

(iii) [Intentionally omitted.]

(iv) the number of Common Shares covered by each May 2013 Minimum Warrant of such Proposed May 2013 Lender Transferor shall be automatically reduced, and without requirement of any action on the part of such Proposed May 2013 Lender Transferor, by the number of Common Shares that would have been covered by such May 2013 Minimum Warrant (or portion thereof) assigned to Pinnacle and/or its Entity Affiliates pursuant to Section 6.6(f), and the Company shall notify such Proposed May 2013 Lender Transferor of the calculation of such reduction, which calculation shall be conclusive absent manifest error;

(v) the Company agrees to and shall issue a warrant or warrants (each, an “Alternate May 2013 Warrant”) to Pinnacle or its Entity Affiliates, in form and substance substantially identical to the form of May 2013 Minimum Warrants issued to such Proposed May 2013 Lender Transferor (excluding any of the provisions as shall not be applicable to Pinnacle and its Entity Affiliates including, without limitation, any restriction on exercise and any automatic reduction in the shares covered by such warrant relating to Section 6.6(i)(iv)) covering the number of Common Shares covered by May 2013 Minimum Warrants Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed May 2013 Lender Transferor under Section 6.6(f). An Alternate May 2013 Warrant shall be a May 2013 Minimum Warrant for all purposes of this Agreement as if Pinnacle or such Entity Affiliate had received an assignment of all or a portion of a May 2013 Minimum Warrant from a May 2013 Harbinger Lender under Section 6.6(f); and

(vi) for greater clarity, the references to “Proposed May 2013 Lender Transferor” in this Section 6.6(i) shall not include Pinnacle and/or its Entity Affiliates.

(j) Each May 2013 Harbinger Lender agrees that, during the May 2013 Lookback Period, it shall not exercise any May 2013 Minimum Warrant it holds with respect to more than:

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(i) seventy-three percent (73%) of the securities comprising the aggregate number of all Lenders’ original Common Share Entitlements under the May 2013 Minimum Warrant as such May 2013 Minimum Warrant, in each case for the May 2013 Tranche in respect of which such May 2013 Minimum Warrant was issued (as adjusted pursuant to the terms of such May 2013 Minimum Warrant); multiplied by

(ii) the quotient obtained by dividing (A) the amount of such Harbinger Lender’s May 2013 Advance for the May 2013 Tranche in respect of which such May 2013 Minimum Warrant was issued, by (B) the amount of the May 2013 Advances made by all Harbinger Lenders for the May 2013 Tranche in respect of which such May 2013 Minimum Warrant was issued,

(the “Unreserved Lookback Amount”).

Any attempted exercise by such May 2013 Harbinger Lender of any portion of such May 2013 Minimum Warrant as relates to more than the Unreserved Lookback Amount shall be null and void, of no force or effect whatsoever, and shall not be honoured by the Company.

(k) Notwithstanding anything in this Agreement to the contrary, each May 2013 Lender agrees that it shall not be permitted to pledge or grant a Lien, or permit a Lien to exist, in respect of more than seventy-three percent (73%) of the May 2013 Common Shares issued to it in the Conversion (as adjusted or converted pursuant to events described in Section 6.6(l)). Any such pledge or Lien in contravention of this Section 6.6(k) shall be null and void ab initio. In addition to the legend required by Section 3.7, any and all certificates representing Securities that are subject to Pinnacle’s right to purchase under this Section 6.6 shall have endorsed thereon in bold type the following legend:

“The securities represented by this certificate are subject to an obligation on the part of the holder to transfer and assign good and marketable title to such securities free and clear of any pledges, liens, encumbrances, security interests or other charges in the event that certain parties to such Fourth Amended and Restated Shareholders Agreement exercise their right to purchase such securities in accordance with the terms and conditions of such Fourth Amended and Restated Shareholders Agreement.”

(l) If, at any time following the Conversion:

(i) the Company:

(A) subdivides (or redivides or changes) the Common Shares into a greater number of shares;

(B) consolidates (or reduces or combines) the Common Shares into a lesser number of shares; or

(C) issues Common Shares, or securities exchangeable for or convertible into Common Shares, to the outstanding Common Shares by way of stock dividend or other distribution,

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the May 2013 Per Share Purchase Price shall be adjusted to equal the price determined by multiplying the May 2013 Per Share Purchase Price most recently in effect prior to such event by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such event and the denominator shall be the total number of Common Shares outstanding immediately after such event (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares immediately after such event). Upon any adjustment to the May 2013 Per Share Purchase Price pursuant to this Section 6.6(l)(i), the number of May 2013 Common Shares which are purchasable from a May 2013 Harbinger Lender pursuant to this Section 6.6 shall be adjusted by multiplying the number of May 2013 Common Shares that were purchasable under this Section 6.6 immediately prior to such event by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately after such event (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares immediately after such event) and the denominator shall be the total number of Common Shares outstanding immediately prior to such event;

(ii) the May 2013 Common Shares shall be changed into the same or a different number of shares of any class or other securities or other property (including cash), whether by capital reorganization, recapitalization, reclassification or otherwise (other than a subdivision or consolidation of shares of stock dividend or other distribution provided for above, or a consolidation, merger or amalgamation or a sale of assets provided for below), then and in each such event, Pinnacle or any of its Entity Affiliates, upon exercising its rights under this Section 6.6 after the effective date of such event, will be entitled to receive in lieu of the number of May 2013 Common Shares to which Pinnacle or its Entity Affiliates were theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property (including cash) which Pinnacle or such Entity Affiliate would have been entitled to receive as a result of such event if, on the effective date thereof, Pinnacle or such Entity Affiliate had been the registered holder of the number of May 2013 Common Shares to which Pinnacle or such Entity Affiliate was theretofore entitled upon exercise of its rights under this Section 6.6. The parties agree, acting reasonably, to make appropriate adjustments as a result of any such event in the application of the provisions set forth in this Section 6.6(l) with respect to the rights and interests thereafter of Pinnacle and its Entity Affiliates under this Section 6.6 to the end that the provisions set forth in this Section 6.6 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property (including cash) thereafter deliverable upon the exercise of Pinnacle’s and its Entity Affiliates’ rights under this Section 6.6;

(iii) there is a Reorganization, Pinnacle or any of its Entity Affiliates, upon exercising its rights under this Section 6.6 after the effective date of such Reorganization, will be entitled to receive in lieu of the number of May 2013 Common Shares to which Pinnacle or its Entity Affiliates were theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property (including cash) which

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Pinnacle or such Entity Affiliate would have been entitled to receive as a result of such Reorganization if, on the effective date thereof, Pinnacle or such Entity Affiliate had been the registered holder of the number of May 2013 Common Shares to which Pinnacle or such Entity Affiliate was theretofore entitled upon exercise of its rights under this Section 6.6, recognizing that post-closing adjustments may be required. The parties agree, acting reasonably, to make appropriate adjustments as a result of any such Reorganization in the application of the provisions set forth in this Section 6.6(l) with respect to the rights and interests thereafter of Pinnacle and its Entity Affiliates under this Section 6.6 to the end that the provisions set forth in this Section 6.6 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property (including cash) thereafter deliverable upon the exercise of Pinnacle’s and its Entity Affiliates’ rights under this Section 6.6; and

(iv) in the case the Company takes any action affecting the Common Shares, other than any action described in this Section 6.6(l), which in the opinion of Pinnacle would materially affect the rights of Pinnacle under this Section 6.6, the number of May 2013 Common Shares to which Pinnacle will be entitled under this Section 6.6 will be adjusted in an equitable manner as agreed to by Pinnacle and Harbinger, both acting reasonably.

Section 6.7 Related Provisions.

(a) In case the Company shall propose (i) to pay any dividend, make any interest payment or other payment or distribution in respect of any Additional Backstop Warrants, Backstop Common Shares, May 2013 Minimum Warrants, May 2013 Common Shares, November 2013 Advances, November 2013 Warrants, November 2013 Common Shares, January 2014 Advances, January 2014 Warrants, January 2014 Common Shares, April 2014 Advances, April 2014 Warrants, April 2014 Common Shares or Common Shares, in cash or in any form other than additional Securities (excluding interest accruals contemplated by the November 2013 Loan Agreement, the January 2014 Loan Agreement and the April 2014 Loan Agreement), (ii) any repurchase, retirement, redemption, refinancing, exchange, conversion or other similar action with respect to any Additional Backstop Warrants, Backstop Common Shares, May 2013 Minimum Warrants, May 2013 Common Shares, November 2013 Advances, November 2013 Warrants, November 2013 Common Shares, January 2014 Advances, January 2014 Warrants, January 2014 Common Shares, April 2014 Advances, April 2014 Warrants, April 2014 Common Shares or Common Shares, (iii) to effect any reclassification or capital reorganization, (iv) to effect any consolidation, merger or sale, organic change, transfer or other disposition of all or substantially all of its property, assets or business, or (v) to effect the liquidation, dissolution or winding up of the Company, then in each such case, at least twenty (20) Business Days before such action, the Company shall deliver to Pinnacle a written notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, interest or other payment or distribution or rights, or the date on which such repurchase, retirement, redemption, exchange, conversion or other similar action, refinancing, reclassification, reorganization, consolidation, merger, sale, organic change, transfer, disposition, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of any Additional Backstop Warrants, Backstop Common Shares, May 2013 Minimum Warrants, May 2013 Common Shares, November 2013 Advances,

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November 2013 Warrants, November 2013 Common Shares, January 2014 Advances, January 2014 Warrants, January 2014 Common Shares, April 2014 Advances, April 2014 Warrants, April 2014 Common Shares or Common Shares, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on any Additional Backstop Warrants, Backstop Common Shares, May 2013 Minimum Warrants, May 2013 Common Shares, November 2013 Advances, November 2013 Warrants, November 2013 Common Shares, January 2014 Advances, January 2014 Warrants, January 2014 Common Shares, April 2014 Advances, April 2014 Warrants, April 2014 Common Shares or Common Shares.

(b) In case Harbinger or its Entity Affiliates shall propose to sell, transfer or otherwise dispose of all or a portion of its Additional Backstop Warrants, Backstop Common Shares, May 2013 Minimum Warrants, May 2013 Common Shares, November 2013 Advances, November 2013 Warrants, November 2013 Common Shares, January 2014 Advances, January 2014 Warrants, January 2014 Common Shares, April 2014 Advances, April 2014 Warrants or April 2014 Common Shares, then in each such case, at least twenty-five (25) Business Days before such action, Harbinger shall deliver to Pinnacle a written notice of such proposed action. This twenty-five (25) Business Day notice period shall run concurrently with the time periods set forth in the various Transfer related provisions set forth in Article 3.

(c) The Company shall take all such action as may reasonably be required to give effect to any purchase and assignment undertaken in accordance with Sections 6.5, 6.6, 6.9, 6.10, 6.11, 6.12, 6.13 or 6.14 of the relevant Additional Backstop Warrants, the Backstop Common Shares, the relevant May 2013 Minimum Warrants, the May 2013 Common Shares, the November 2013 Loan Agreement, the relevant November 2013 Warrants, the November 2013 Common Shares, the January 2014 Loan Agreement, the relevant January 2014 Warrants, the January 2014 Common Shares, the April 2014 Loan Agreement, the relevant April 2014 Warrants, and the April 2014 Common Shares.

(d) For purposes of clarity, Pinnacle’s right to acquire Backstop Assets, May 2013 Assets, November 2013 Assets, November 2013 Common Share Assets, January 2014 Assets, January 2014 Common Share Assets, April 2014 Assets, and April 2014 Common Share Assets from Harbinger and its Entity Affiliates shall be governed by Section 6.5, Section 6.6, Section 6.7, Section 6.9, Section 6.10, Section 6.11, Section 6.12, Section 6.13, Section 6.14 and not Section 6.2 of this Agreement.

Section 6.8 Management Top-Up. The Company acknowledges and agrees that, for the purposes of the exercise of the rights of directors and management of the Company contained in the letter agreement dated December 23, 2010, between the Company, Harbinger Capital Investments S.a.r.l, Blue Line ACDL, Inc. and Breakaway ACDL, Inc. (the “December 2010 Letter Agreement”), the term “New Warrants”, as used in the December 2010 Letter Agreement, shall refer only to the Original Backstop Warrants.

Section 6.9 November 2013 Loan Agreement Lookback Protection

(a) During the November 2013 Lookback Period, Pinnacle (together with its Entity Affiliates) shall have the right to require each November 2013 Subscriber to assign to Pinnacle

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up to the November 2013 Proportionate Amount of all Unconverted November 2013 Advances made by, or for and on behalf of, such November 2013 Subscriber as calculated below:

(i) up to but not including the First November 2013 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, by delivering written notice to the Harbinger Agent, to require each November 2013 Subscriber to assign to Pinnacle up to the November 2013 Proportionate Amount of all Unconverted November 2013 Advances made by, or for and on behalf of, such November 2013 Subscriber; and

(ii) from the First November 2013 Anniversary up to and including the Third November 2013 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, by delivering written notice to the Harbinger Agent, to require each November 2013 Subscriber to assign to Pinnacle up to the Sliding Proportionate November 2013 Amount of all Unconverted November 2013 Advances made by, or for and on behalf of, such November 2013 Subscriber. For purposes of this subsection, the “Sliding Proportionate November 2013 Amount” means an amount determined by multiplying (A) the November 2013 Proportionate Amount by (B) the quotient obtained by dividing (1) the total number of days between (and including) (x) the date of exercise of Pinnacle’s right to purchase the Sliding Proportionate November 2013 Amount and (y) the Third November 2013 Anniversary, by (2) seven hundred and thirty (730). Such adjustment to the November 2013 Proportionate Amount in arriving at the Sliding Proportionate November 2013 Amount shall be referred to as the “Sliding November 2013 Adjustment”.

(b) Solely for purposes of this Section 6.9:

(i) the “November 2013 Proportionate Amount” applicable to an assignment to Pinnacle and its Entity Affiliates pursuant to this Section 6.9 of a portion of all Unconverted November 2013 Advances made by, or for and on behalf of, a November 2013 Subscriber shall equal:

(A) twenty-seven percent (27%), multiplied by

(B) the amount of all such Unconverted November 2013 Advances, net of any repayments or prepayments thereon.

(c) In the event of a sale, transfer or other disposition by a November 2013 Subscriber of all or any portion of the Unconverted November 2013 Advances, the November 2013 Warrants or all or any portion of its commitment under the November 2013 Loan Agreement to make a November 2013 Advance (the Unconverted November 2013 Advances, the November 2013 Warrants, such commitment under the November 2013 Loan Agreement to make a November 2013 Advance and any November 2013 PIK Securities are each referred to herein as a “November 2013 Asset” and, collectively, as the “November 2013 Assets”) to an unaffiliated third party which would cause such November 2013 Subscriber to hold less than twenty-seven percent (27%) of its original interest in any November 2013 Asset (the “Minimum November 2013 Retained Original Interest”), such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of such November

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2013 Subscriber hereunder, provided, however, only in respect of such portion of the percentage of the November 2013 Asset so acquired by the transferee as relates to the shortfall in such November 2013 Subscriber’s Minimum November 2013 Retained Original Interest; provided, however that in the event of a sale, transfer or other disposition by a November 2013 Subscriber of all or any portion a November 2013 Asset to Harbinger or any of its Entity Affiliates, such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of a November 2013 Subscriber hereunder related to the percentage of the November 2013 Asset so acquired; provided, further that the required assumption of the obligations of a November 2013 Subscriber under this Section 6.9(c) shall not apply in the case of a sale, transfer or other disposition by a November 2013 Subscriber to Pinnacle or its Entity Affiliates. An assumption of the obligations by a transferee as set forth in and required by this Section 6.9(c) shall be in writing in a form reasonably satisfactory to Pinnacle. For the avoidance of doubt, the obligation of a transferor to ensure that a transferee of a November 2013 Asset becomes subject to this Section 6.9(c) and assumes the obligations hereunder relating to such November 2013 Asset shall apply to successive sales, transfers and other dispositions of such November 2013 Asset and to subsequent transferors and transferees thereof, except in the case of a transfer to Pinnacle or its Entity Affiliates.

(d) The purchase price payable by Pinnacle (or its Entity Affiliates purchasing a part of an Unconverted November 2013 Advance) to a November 2013 Subscriber for an assignment of a part of an Unconverted November 2013 Advance under this Section 6.9 shall be an amount equal to one hundred percent (100%) of the original principal amount of the portion of such Unconverted November 2013 Advance being assigned, net of any repayments or prepayments received by such November 2013 Subscriber as of immediately prior to the effective time of such assignment to Pinnacle or its Entity Affiliates. Such assignment shall exclude any and all accrued but unpaid interest on the original principal amount of such Unconverted November 2013 Advance so assigned up to (but not including) the date of such assignment, which excluded interest shall continue to be payable by the Company to that November 2013 Subscriber.

(e) The parties shall consummate such assignment (including the assignments of November 2013 Warrants contemplated by Section 6.9(f) and of November 2013 PIK Securities contemplated by Section 6.9(g)) by a November 2013 Subscriber to Pinnacle on a Business Day within fifteen (15) Business Days of the giving of such written notice of exercise by Pinnacle to the Harbinger Agent. The assigning November 2013 Subscriber or Pinnacle shall deliver to the Company the fully executed document(s) pursuant to which such assignment was effected, together with all information reasonably required by the Company to determine the appropriate future payments to be made by the Company to the assigning November 2013 Subscriber and Pinnacle in respect of such Unconverted November 2013 Advance.

(f) The right of Pinnacle (together with its Entity Affiliates) to require an assignment from each November 2013 Subscriber of a part of all Unconverted November 2013 Advances made by, or for and on behalf of, such November 2013 Subscriber pursuant to this Section 6.9 shall include the right of Pinnacle to acquire from each November 2013 Subscriber on the date of such assignment, at no additional cost to Pinnacle, subject to compliance with Applicable Laws, the November 2013 Warrants issued to such November 2013 Subscriber covering the number of Common Shares equal to:

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(i) (A) the number of Common Shares covered by such November 2013 Warrant, in the aggregate, originally issued to such November 2013 Subscriber (as such number of Common Shares may be adjusted pursuant to the terms of such November 2013 Warrant), multiplied by

(B) twenty-seven percent (27%);

(ii) multiplied by (1) the portion of the Unconverted November 2013 Advance(s) acquired by Pinnacle (and/or its Entity Affiliates) from such November 2013 Subscriber, divided by (2) the maximum portion of the Unconverted November 2013 Advances that Pinnacle (and its Entity Affiliates) are entitled to acquire from such November 2013 Subscriber pursuant to Section 6.9(a) as of the date of such assignment (and for the avoidance of doubt, Pinnacle and its Entity Affiliates shall remain entitled to acquire such November 2013 Warrants covering their full entitlement of Common Shares notwithstanding any repayment or prepayment of the associated Unconverted November 2013 Advance);

(iii) multiplied by the Sliding November 2013 Adjustment, if and as applicable;

provided, however, that, such November 2013 Warrants shall be assigned to Pinnacle and/or its Entity Affiliates notwithstanding that such assigned November 2013 Warrants have been exercised by the relevant November 2013 Subscriber in part prior to such assignment, and Pinnacle and/or its Entity Affiliates shall have the benefit of all remaining rights of such assigned November 2013 Warrants.

For the avoidance of doubt, any sales, transfers or other dispositions by Harbinger of any Unconverted November 2013 Advances or November 2013 Warrants to any Persons other than Pinnacle and its Entity Affiliates shall not reduce the amount of November 2013 Warrants that Pinnacle or its Entity Affiliates are entitled to acquire pursuant to this Section 6.9(f).

(g) The right of Pinnacle (together with its Entity Affiliates) to purchase a part of an Unconverted November 2013 Advance together with a portion of the November 2013 Warrants under this Section 6.9 shall include the right of Pinnacle (together with its Entity Affiliates) to acquire from Harbinger and its Entity Affiliates, at the time of its purchase of a portion of such Unconverted November 2013 Advance and associated November 2013 Warrants, at a purchase price and on the timing set forth below, all Securities (other than the November 2013 Warrants themselves, which shall be included in the assignment of such Unconverted November 2013 Advance and other than Common Shares issued upon exercise of the November 2013 Warrants not in contravention of the terms of this Agreement) received by, or accrued in favour of, Harbinger and its Entity Affiliates in respect of such Unconverted November 2013 Advance or November 2013 Warrants as dividends (including, without limitation, accrued but undeclared dividends) or other payments or distributions (excluding interest (whether paid or accrued and unpaid) on such Unconverted November 2013 Advance up to (but not including) the date of such purchase by Pinnacle (or its Entity Affiliates)) since the time Harbinger and/or its Entity Affiliates made such Unconverted November 2013 Advance (the “November 2013 PIK Securities”).

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(h) Pinnacle shall pay the consideration for November 2013 PIK Securities by issuing one or more promissory notes to Harbinger or its applicable Entity Affiliate:

(i) with an aggregate principal amount equal to the value of the November 2013 PIK Securities;

(ii) bearing no interest;

(iii) with the term (with payment in full being due on the last day of the term) being a period of time equal to the earliest to occur of (A) five (5) years, (B) a bona fide sale by Pinnacle of such November 2013 PIK Securities to an unaffiliated third party, or any other liquidity event involving such November 2013 PIK Securities in which cash is received in full satisfaction of such November 2013 PIK Securities (including, but not limited to, a redemption in full for cash of such November 2013 PIK Securities by the Company), or (C) a bona fide sale by Harbinger or its Entity Affiliates of all, but not less than all, of the Unconverted November 2013 Advances related to the November 2013 PIK Securities by Harbinger or its Entity Affiliates to an unaffiliated third party, or any other liquidity event involving such Unconverted November 2013 Advances in which cash is received in full satisfaction of such November 2013 PIK Securities (including, but not limited to, a repayment in full for cash of such Unconverted November 2013 Advances by the Company and termination of any further obligation to lend with respect thereto); and

(iv) which shall be secured by a first priority security interest, in form and substance reasonably satisfactory to Harbinger, in the November 2013 PIK Securities.

(i) Each November 2013 Subscriber agrees, upon any exercise by Pinnacle or its Entity Affiliates of their right to acquire any November 2013 Assets of such November 2013 Subscriber, to transfer and assign good and marketable title to the relevant November 2013 Assets held by such November 2013 Subscriber to Pinnacle or its Entity Affiliates free and clear of any Liens. In the event that upon such exercise, in Pinnacle’s reasonable determination, a November 2013 Subscriber is not able to assign good and marketable title to any relevant November 2013 Asset to Pinnacle or its Entity Affiliates free and clear of Liens (such subscriber in such case, a “Proposed November 2013 Subscriber Transferor”), then in addition to all other remedies at law and/or in equity that Pinnacle and/or its Entity Affiliates may have against such Proposed November 2013 Subscriber Transferor, upon Pinnacle’s written notice to the Company (which notice shall state that Pinnacle had attempted to acquire November 2013 Assets from such Proposed November 2013 Subscriber Transferor identified in such notice in accordance with Section 6.9(a) and Section 6.9(f)), the following transactions shall be consummated so as to afford Pinnacle, to the maximum extent possible, the full benefit of its rights under Section 6.9:

(i) Pinnacle and/or its Entity Affiliates shall lend and the Company shall borrow from Pinnacle and/or its Entity Affiliates, on substantially the same terms and conditions as the Unconverted November 2013 Advance (including with respect to maturity, interest rate and other terms), a principal amount equal to the portion of the Payment Amount (as such term is defined in the November 2013 Loan Agreement) of the Unconverted November 2013 Advance that Pinnacle and/or its Entity Affiliates sought to

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acquire from such Proposed November 2013 Subscriber Transferor (such loan, an “Alternate November 2013 Loan”), which shall be recorded as set forth in the November 2013 Loan Agreement and have the same effect as if Pinnacle or such Entity Affiliate had received an assignment of a portion of an Unconverted November 2013 Advance from the Proposed November 2013 Subscriber Transferor as the November 2013 Subscriber under Section 6.9(a);

(ii) the Company agrees to apply all the cash proceeds of the Alternate November 2013 Loan promptly to prepay to such Proposed November 2013 Subscriber Transferor its respective portion of such Unconverted November 2013 Advance that Pinnacle and/or its Entity Affiliates had intended to acquire from such Proposed November 2013 Subscriber Transferor;

(iii) the holder of an Alternate November 2013 Loan shall be entitled to its proportionate interest in all of the benefits and security afforded to the November 2013 Subscribers under and pursuant to the November 2013 Loan Agreement. The Company, Harbinger and each of Harbinger’s relevant Entity Affiliates agree to execute and deliver all instruments and agreements, and to consent to such registrations, as may be required in the opinion of Pinnacle, acting reasonably, to properly entitle Pinnacle to all of the rights it would otherwise have been entitled to receive as if the November 2013 Assets referable to the Unconverted November 2013 Advance, as replaced by the Alternate November 2013 Loan, were assigned to Pinnacle by such Proposed November 2013 Subscriber Transferor;

(iv) the number of Common Shares covered by the November 2013 Warrant of such Proposed November 2013 Subscriber Transferor shall be automatically reduced, and without requirement of any action on the part of such Proposed November 2013 Subscriber Transferor, by the number of Common Shares that would have been covered by such November 2013 Warrant (or portion thereof) assigned to Pinnacle and/or its Entity Affiliates pursuant to Section 6.9(f), and the Company shall notify such Proposed November 2013 Subscriber Transferor of the calculation of such reduction, which calculation shall be conclusive absent manifest error;

(v) the Company agrees to and shall issue a warrant or warrants (each, an “Alternate November 2013 Warrant”) to Pinnacle or its Entity Affiliates, in form and substance substantially identical to the form of November 2013 Warrant issued to such Proposed November 2013 Subscriber Transferor (excluding any of the provisions as shall not be applicable to Pinnacle and its Entity Affiliates including, without limitation, any restriction on exercise and any automatic reduction in the shares covered by such warrant relating to PNK Prepayments) covering the number of Common Shares covered by November 2013 Warrants Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed November 2013 Subscriber Transferor under Section 6.9(f). An Alternate November 2013 Warrant shall be a November 2013 Warrant for all purposes of this Agreement as if Pinnacle or such Entity Affiliate had received an assignment of all or a portion of a November 2013 Warrant from a November 2013 Subscriber under Section 6.9(f); and

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(vi) for greater clarity, the references to “Proposed November 2013 Subscriber Transferor” in this Section 6.9(i) shall not include Pinnacle and/or its Entity Affiliates.

(j) Each November 2013 Subscriber agrees that, during the November 2013 Lookback Period, it shall not exercise any November 2013 Warrant it holds with respect to more than:

(i) the number of such November 2013 Subscriber’s original Common Share Entitlement then exercisable under such November 2013 Warrant (as adjusted pursuant to the terms of such November 2013 Warrant); minus

(ii) the product of:

(A) twenty-seven percent (27%) of such November 2013 Subscriber’s original Common Share Entitlement then exercisable under such November 2013 Warrant (as adjusted pursuant to the terms of such November 2013 Warrant); multiplied by

(B) the Sliding November 2013 Adjustment, if and as applicable,

(the “November 2013 Unreserved Lookback Amount”).

Any attempted exercise by such November 2013 Subscriber of any portion of such November 2013 Warrant as relates to more than the November 2013 Unreserved Lookback Amount shall be null and void, of no force or effect whatsoever, and shall not be honoured by the Company.

For purposes of this Section 6.9, in the event that a November 2013 Subscriber assigns or transfers all or any portion of its commitment under the November 2013 Loan Agreement to make a November 2013 Advance (other than to Pinnacle), the assigning or transferring November 2013 Subscriber and the assignee or transferee of such commitment (other than Pinnacle) shall be treated as one and the same November 2013 Subscriber, including without limitation for purposes of the calculations contemplated by this Section 6.9 and for purposes of the obligation to transfer November 2013 Assets to Pinnacle should Pinnacle exercise its right to acquire November 2013 Assets as contemplated herein.

Section 6.10 January 2014 Loan Agreement Lookback Protection

(a) During the January 2014 Lookback Period, Pinnacle (together with its Entity Affiliates) shall have the right to require each January 2014 Subscriber to assign to Pinnacle up to the January 2014 Proportionate Amount of all Unconverted January 2014 Advances made by, or for and on behalf of, such January 2014 Subscriber as calculated below:

(i) up to but not including the First January 2014 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, by delivering written notice to the Harbinger Agent, to require each January 2014 Subscriber to assign to Pinnacle up to the January 2014 Proportionate Amount of all Unconverted January 2014 Advances made by, or for and on behalf of, such January 2014 Subscriber; and

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(ii) from the First January 2014 Anniversary up to and including the Third January 2014 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, by delivering written notice to the Harbinger Agent, to require each January 2014 Subscriber to assign to Pinnacle up to the Sliding Proportionate January 2014 Amount of all Unconverted January 2014 Advances made by, or for and on behalf of, such January 2014 Subscriber. For purposes of this subsection, the “Sliding Proportionate January 2014 Amount” means an amount determined by multiplying (A) the January 2014 Proportionate Amount by (B) the quotient obtained by dividing (1) the total number of days between (and including) (x) the date of exercise of Pinnacle’s right to purchase the Sliding Proportionate January 2014 Amount and (y) the Third January 2014 Anniversary, by (2) seven hundred and thirty (730). Such adjustment to the January 2014 Proportionate Amount in arriving at the Sliding Proportionate January 2014 Amount shall be referred to as the “Sliding January 2014 Adjustment”.

(b) Solely for purposes of this Section 6.10:

(i) the “January 2014 Proportionate Amount” applicable to an assignment to Pinnacle and its Entity Affiliates pursuant to this Section 6.10 of a portion of all Unconverted January 2014 Advances made by, or for and on behalf of, a January 2014 Subscriber shall equal:

(A) twenty-seven percent (27%), multiplied by

(B) the amount of all such Unconverted January 2014 Advances, net of any repayments or prepayments thereon.

(c) In the event of a sale, transfer or other disposition by a January 2014 Subscriber of all or any portion of the Unconverted January 2014 Advances, the January 2014 Warrants or all or any portion of its commitment under the January 2014 Loan Agreement to make a January 2014 Advance (the Unconverted January 2014 Advances, the January 2014 Warrants, such commitment under the January 2014 Loan Agreement to make a January 2014 Advance and any January 2014 PIK Securities are each referred to herein as a “January 2014 Asset” and, collectively, as the “January 2014 Assets”) to an unaffiliated third party which would cause such January 2014 Subscriber to hold less than twenty-seven percent (27%) of its original interest in any January 2014 Asset (the “Minimum January 2014 Retained Original Interest”), such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of such January 2014 Subscriber hereunder, provided, however, only in respect of such portion of the percentage of the January 2014 Asset so acquired by the transferee as relates to the shortfall in such January 2014 Subscriber’s Minimum January 2014 Retained Original Interest; provided, however that in the event of a sale, transfer or other disposition by a January 2014 Subscriber of all or any portion a January 2014 Asset to Harbinger or any of its Entity Affiliates, such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of a January 2014 Subscriber hereunder related to the percentage of the January 2014 Asset so acquired; provided, further that the required assumption of the obligations of a January 2014 Subscriber under this Section 6.10(c) shall not apply in the case of a sale, transfer or other disposition by a January 2014 Subscriber to Pinnacle or its Entity Affiliates. An assumption of the obligations by a transferee as set forth in and required by this

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Section 6.10(c) shall be in writing in a form reasonably satisfactory to Pinnacle. For the avoidance of doubt, the obligation of a transferor to ensure that a transferee of a January 2014 Asset becomes subject to this Section 6.10(c) and assumes the obligations hereunder relating to such January 2014 Asset shall apply to successive sales, transfers and other dispositions of such January 2014 Asset and to subsequent transferors and transferees thereof, except in the case of a transfer to Pinnacle or its Entity Affiliates.

(d) The purchase price payable by Pinnacle (or its Entity Affiliates purchasing a part of an Unconverted January 2014 Advance) to a January 2014 Subscriber for an assignment of a part of an Unconverted January 2014 Advance under this Section 6.10 shall be an amount equal to one hundred percent (100%) of the original principal amount of the portion of such Unconverted January 2014 Advance being assigned, net of any repayments or prepayments received by such January 2014 Subscriber as of immediately prior to the effective time of such assignment to Pinnacle or its Entity Affiliates. Such assignment shall exclude any and all accrued but unpaid interest on the original principal amount of such Unconverted January 2014 Advance so assigned up to (but not including) the date of such assignment, which excluded interest shall continue to be payable by the Company to that January 2014 Subscriber.

(e) The parties shall consummate such assignment (including the assignments of January 2014 Warrants contemplated by Section 6.10(f) and of January 2014 PIK Securities contemplated by Section 6.10(g)) by a January 2014 Subscriber to Pinnacle on a Business Day within fifteen (15) Business Days of the giving of such written notice of exercise by Pinnacle to the Harbinger Agent. The assigning January 2014 Subscriber or Pinnacle shall deliver to the Company the fully executed document(s) pursuant to which such assignment was effected, together with all information reasonably required by the Company to determine the appropriate future payments to be made by the Company to the assigning January 2014 Subscriber and Pinnacle in respect of such Unconverted January 2014 Advance.

(f) The right of Pinnacle (together with its Entity Affiliates) to require an assignment from each January 2014 Subscriber of a part of all Unconverted January 2014 Advances made by, or for and on behalf of, such January 2014 Subscriber pursuant to this Section 6.10 shall include the right of Pinnacle to acquire from each January 2014 Subscriber on the date of such assignment, at no additional cost to Pinnacle, subject to compliance with Applicable Laws, the January 2014 Warrants issued to such January 2014 Subscriber covering the number of Common Shares equal to:

(i) (A) the number of Common Shares covered by such January 2014 Warrant, in the aggregate, originally issued to such January 2014 Subscriber (as such number of Common Shares may be adjusted pursuant to the terms of such January 2014 Warrant), multiplied by

(B) twenty-seven percent (27%);

(ii) multiplied by (1) the portion of the Unconverted January 2014 Advance(s) acquired by Pinnacle (and/or its Entity Affiliates) from such January 2014 Subscriber, divided by (2) the maximum portion of the Unconverted January 2014 Advances that Pinnacle (and its Entity Affiliates) are entitled to acquire from such January 2014

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Subscriber pursuant to Section 6.10(a) as of the date of such assignment (and for the avoidance of doubt, Pinnacle and its Entity Affiliates shall remain entitled to acquire such January 2014 Warrants covering their full entitlement of Common Shares notwithstanding any repayment or prepayment of the associated Unconverted January 2014 Advance);

(iii) multiplied by the Sliding January 2014 Adjustment, if and as applicable;

provided, however, that, such January 2014 Warrants shall be assigned to Pinnacle and/or its Entity Affiliates notwithstanding that such assigned January 2014 Warrants have been exercised by the relevant January 2014 Subscriber in part prior to such assignment, and Pinnacle and/or its Entity Affiliates shall have the benefit of all remaining rights of such assigned January 2014 Warrants.

For the avoidance of doubt, any sales, transfers or other dispositions by Harbinger of any Unconverted January 2014 Advances or January 2014 Warrants to any Persons other than Pinnacle and its Entity Affiliates shall not reduce the amount of January 2014 Warrants that Pinnacle or its Entity Affiliates are entitled to acquire pursuant to this Section 6.10(f).

(g) The right of Pinnacle (together with its Entity Affiliates) to purchase a part of an Unconverted January 2014 Advance together with a portion of the January 2014 Warrants under this Section 6.10 shall include the right of Pinnacle (together with its Entity Affiliates) to acquire from Harbinger and its Entity Affiliates, at the time of its purchase of a portion of such Unconverted January 2014 Advance and associated January 2014 Warrants, at a purchase price and on the timing set forth below, all Securities (other than the January 2014 Warrants themselves, which shall be included in the assignment of such Unconverted January 2014 Advance and other than Common Shares issued upon exercise of the January 2014 Warrants not in contravention of the terms of this Agreement) received by, or accrued in favour of, Harbinger and its Entity Affiliates in respect of such Unconverted January 2014 Advance or January 2014 Warrants as dividends (including, without limitation, accrued but undeclared dividends) or other payments or distributions (excluding interest (whether paid or accrued and unpaid) on such Unconverted January 2014 Advance up to (but not including) the date of such purchase by Pinnacle (or its Entity Affiliates)) since the time Harbinger and/or its Entity Affiliates made such Unconverted January 2014 Advance (the “January 2014 PIK Securities”).

(h) Pinnacle shall pay the consideration for January 2014 PIK Securities by issuing one or more promissory notes to Harbinger or its applicable Entity Affiliate:

(i) with an aggregate principal amount equal to the value of the January 2014 PIK Securities;

(ii) bearing no interest;

(iii) with the term (with payment in full being due on the last day of the term) being a period of time equal to the earliest to occur of (A) five (5) years, (B) a bona fide sale by Pinnacle of such January 2014 PIK Securities to an unaffiliated third party, or any other liquidity event involving such January 2014 PIK Securities in which cash is received in full satisfaction of such January 2014 PIK Securities (including, but not

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limited to, a redemption in full for cash of such January 2014 PIK Securities by the Company), or (C) a bona fide sale by Harbinger or its Entity Affiliates of all, but not less than all, of the Unconverted January 2014 Advances related to the January 2014 PIK Securities by Harbinger or its Entity Affiliates to an unaffiliated third party, or any other liquidity event involving such Unconverted January 2014 Advances in which cash is received in full satisfaction of such January 2014 PIK Securities (including, but not limited to, a repayment in full for cash of such Unconverted January 2014 Advances by the Company and termination of any further obligation to lend with respect thereto); and

(iv) which shall be secured by a first priority security interest, in form and substance reasonably satisfactory to Harbinger, in the January 2014 PIK Securities.

(i) Each January 2014 Subscriber agrees, upon any exercise by Pinnacle or its Entity Affiliates of their right to acquire any January 2014 Assets of such January 2014 Subscriber, to transfer and assign good and marketable title to the relevant January 2014 Assets held by such January 2014 Subscriber to Pinnacle or its Entity Affiliates free and clear of any Liens. In the event that upon such exercise, in Pinnacle’s reasonable determination, a January 2014 Subscriber is not able to assign good and marketable title to any relevant January 2014 Asset to Pinnacle or its Entity Affiliates free and clear of Liens (such subscriber in such case, a “Proposed January 2014 Subscriber Transferor”), then in addition to all other remedies at law and/or in equity that Pinnacle and/or its Entity Affiliates may have against such Proposed January 2014 Subscriber Transferor, upon Pinnacle’s written notice to the Company (which notice shall state that Pinnacle had attempted to acquire January 2014 Assets from such Proposed January 2014 Subscriber Transferor identified in such notice in accordance with Section 6.10(a) and Section 6.10(f)), the following transactions shall be consummated so as to afford Pinnacle, to the maximum extent possible, the full benefit of its rights under Section 6.10:

(i) Pinnacle and/or its Entity Affiliates shall lend and the Company shall borrow from Pinnacle and/or its Entity Affiliates, on substantially the same terms and conditions as the Unconverted January 2014 Advance (including with respect to maturity, interest rate and other terms), a principal amount equal to the portion of the Payment Amount (as such term is defined in the January 2014 Loan Agreement) of the Unconverted January 2014 Advance that Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed January 2014 Subscriber Transferor (such loan, an “Alternate January 2014 Loan”), which shall be recorded as set forth in the January 2014 Loan Agreement and have the same effect as if Pinnacle or such Entity Affiliate had received an assignment of a portion of an Unconverted January 2014 Advance from the Proposed January 2014 Subscriber Transferor as the January 2014 Subscriber under Section 6.10(a);

(ii) the Company agrees to apply all the cash proceeds of the Alternate January 2014 Loan promptly to prepay to such Proposed January 2014 Subscriber Transferor its respective portion of such Unconverted January 2014 Advance that Pinnacle and/or its Entity Affiliates had intended to acquire from such Proposed January 2014 Subscriber Transferor;

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(iii) the holder of an Alternate January 2014 Loan shall be entitled to its proportionate interest in all of the benefits and security afforded to the January 2014 Subscribers under and pursuant to the January 2014 Loan Agreement. The Company, Harbinger and each of Harbinger’s relevant Entity Affiliates agree to execute and deliver all instruments and agreements, and to consent to such registrations, as may be required in the opinion of Pinnacle, acting reasonably, to properly entitle Pinnacle to all of the rights it would otherwise have been entitled to receive as if the January 2014 Assets referable to the Unconverted January 2014 Advance, as replaced by the Alternate January 2014 Loan, were assigned to Pinnacle by such Proposed January 2014 Subscriber Transferor;

(iv) the number of Common Shares covered by the January 2014 Warrant of such Proposed January 2014 Subscriber Transferor shall be automatically reduced, and without requirement of any action on the part of such Proposed January 2014 Subscriber Transferor, by the number of Common Shares that would have been covered by such January 2014 Warrant (or portion thereof) assigned to Pinnacle and/or its Entity Affiliates pursuant to Section 6.10(f), and the Company shall notify such Proposed January 2014 Subscriber Transferor of the calculation of such reduction, which calculation shall be conclusive absent manifest error;

(v) the Company agrees to and shall issue a warrant or warrants (each, an “Alternate January 2014 Warrant”) to Pinnacle or its Entity Affiliates, in form and substance substantially identical to the form of January 2014 Warrant issued to such Proposed January 2014 Subscriber Transferor (excluding any of the provisions as shall not be applicable to Pinnacle and its Entity Affiliates including, without limitation, any restriction on exercise and any automatic reduction in the shares covered by such warrant relating to PNK Prepayments) covering the number of Common Shares covered by January 2014 Warrants Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed January 2014 Subscriber Transferor under Section 6.10(f). An Alternate January 2014 Warrant shall be a January 2014 Warrant for all purposes of this Agreement as if Pinnacle or such Entity Affiliate had received an assignment of all or a portion of a January 2014 Warrant from a January 2014 Subscriber under Section 6.10(f); and

(vi) for greater clarity, the references to “Proposed January 2014 Subscriber Transferor” in this Section 6.10(i) shall not include Pinnacle and/or its Entity Affiliates.

(j) Each January 2014 Subscriber agrees that, during the January 2014 Lookback Period, it shall not exercise any January 2014 Warrant it holds with respect to more than:

(i) the number of such January 2014 Subscriber’s original Common Share Entitlement then exercisable under such January 2014 Warrant, for the January 2014 Tranche in respect of such issued January 2014 Warrant (as adjusted pursuant to the terms of such January 2014 Warrant); minus

(ii) the product of:

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(A) twenty-seven percent (27%) of such January 2014 Subscriber’s original Common Share Entitlement then exercisable under such January 2014 Warrant, for the January 2014 Tranche in respect of such issued January 2014 Warrant (as adjusted pursuant to the terms of such January 2014 Warrant); multiplied by

(B) the Sliding January 2014 Adjustment, if and as applicable,

(the “January 2014 Unreserved Lookback Amount”).

Any attempted exercise by such January 2014 Subscriber of any portion of such January 2014 Warrant as relates to more than the January 2014 Unreserved Lookback Amount shall be null and void, of no force or effect whatsoever, and shall not be honoured by the Company.

For purposes of this Section 6.10, in the event that a January 2014 Subscriber assigns or transfers all or any portion of its commitment under the January 2014 Loan Agreement to make a January 2014 Advance (other than to Pinnacle), the assigning or transferring January 2014 Subscriber and the assignee or transferee of such commitment (other than Pinnacle) shall be treated as one and the same January 2014 Subscriber, including without limitation for purposes of the calculations contemplated by this Section 6.10 and for purposes of the obligation to transfer January 2014 Assets to Pinnacle should Pinnacle exercise its right to acquire January 2014 Assets as contemplated herein

Section 6.11 April 2014 Loan Agreement Lookback Protection.

(a) During the April 2014 Lookback Period, Pinnacle (together with its Entity Affiliates) shall have the right to require each April 2014 Subscriber to assign to Pinnacle up to the April 2014 Proportionate Amount of all Unconverted April 2014 Advances made by, or for and on behalf of, such April 2014 Subscriber as calculated below:

(i) up to but not including the First April 2014 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, by delivering written notice to the Harbinger Agent, to require each April 2014 Subscriber to assign to Pinnacle up to the April 2014 Proportionate Amount of all Unconverted April 2014 Advances made by, or for and on behalf of, such April 2014 Subscriber; and

(ii) from the First April 2014 Anniversary up to and including the Third April 2014 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, by delivering written notice to the Harbinger Agent, to require each April 2014 Subscriber to assign to Pinnacle up to the Sliding Proportionate April 2014 Amount of all Unconverted April 2014 Advances made by, or for and on behalf of, such April 2014 Subscriber. For purposes of this subsection, the “Sliding Proportionate April 2014 Amount” means an amount determined by multiplying (A) the April 2014 Proportionate Amount by (B) the quotient obtained by dividing (1) the total number of days between (and including) (x) the date of exercise of Pinnacle’s right to purchase the Sliding Proportionate April 2014 Amount and (y) the Third April 2014 Anniversary, by (2) seven hundred and thirty (730). Such adjustment to the April 2014 Proportionate Amount in arriving at the Sliding Proportionate April 2014 Amount shall be referred to as the “Sliding April 2014 Adjustment”.

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(b) Solely for purposes of this Section 6.11:

(i) the “April 2014 Proportionate Amount” applicable to an assignment to Pinnacle and its Entity Affiliates pursuant to this Section 6.11 of a portion of all Unconverted April 2014 Advances made by, or for and on behalf of, a April 2014 Subscriber shall equal:

(A) twenty-seven percent (27%), multiplied by

(B) the amount of all such Unconverted April 2014 Advances, net of any repayments or prepayments thereon.

(c) In the event of a sale, transfer or other disposition by a April 2014 Subscriber of all or any portion of the Unconverted April 2014 Advances, the April 2014 Warrants or all or any portion of its commitment under the April 2014 Loan Agreement to make a April 2014 Advance (the Unconverted April 2014 Advances, the April 2014 Warrants, such commitment under the April 2014 Loan Agreement to make a April 2014 Advance and any April 2014 PIK Securities are each referred to herein as a “April 2014 Asset” and, collectively, as the “April 2014 Assets”) to an unaffiliated third party which would cause such April 2014 Subscriber to hold less than twenty-seven percent (27%) of its original interest in any April 2014 Asset (the “Minimum April 2014 Retained Original Interest”), such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of such April 2014 Subscriber hereunder, provided, however, only in respect of such portion of the percentage of the April 2014 Asset so acquired by the transferee as relates to the shortfall in such April 2014 Subscriber’s Minimum April 2014 Retained Original Interest; provided, however that in the event of a sale, transfer or other disposition by a April 2014 Subscriber of all or any portion a April 2014 Asset to Harbinger or any of its Entity Affiliates, such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of a April 2014 Subscriber hereunder related to the percentage of the April 2014 Asset so acquired; provided, further that the required assumption of the obligations of a April 2014 Subscriber under this Section 6.11(c) shall not apply in the case of a sale, transfer or other disposition by a April 2014 Subscriber to Pinnacle or its Entity Affiliates. An assumption of the obligations by a transferee as set forth in and required by this Section 6.11(c) shall be in writing in a form reasonably satisfactory to Pinnacle. For the avoidance of doubt, the obligation of a transferor to ensure that a transferee of a April 2014 Asset becomes subject to this Section 6.11(c) and assumes the obligations hereunder relating to such April 2014 Asset shall apply to successive sales, transfers and other dispositions of such April 2014 Asset and to subsequent transferors and transferees thereof, except in the case of a transfer to Pinnacle or its Entity Affiliates.

(d) The purchase price payable by Pinnacle (or its Entity Affiliates purchasing a part of an Unconverted April 2014 Advance) to a April 2014 Subscriber for an assignment of a part of an Unconverted April 2014 Advance under this Section 6.11 shall be an amount equal to one hundred percent (100%) of the original principal amount of the portion of such Unconverted April 2014 Advance being assigned, net of any repayments or prepayments received by such Unconverted April 2014 Subscriber as of immediately prior to the effective time of such assignment to Pinnacle or its Entity Affiliates. Such assignment shall exclude any and all accrued but unpaid interest on the original principal amount of such April 2014 Advance so

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assigned up to (but not including) the date of such assignment, which excluded interest shall continue to be payable by the Company to that April 2014 Subscriber.

(e) The parties shall consummate such assignment (including the assignments of April 2014 Warrants contemplated by Section 6.11(f) and of April 2014 PIK Securities contemplated by Section 6.11(g)) by a April 2014 Subscriber to Pinnacle on a Business Day within fifteen (15) Business Days of the giving of such written notice of exercise by Pinnacle to the Harbinger Agent. The assigning April 2014 Subscriber or Pinnacle shall deliver to the Company the fully executed document(s) pursuant to which such assignment was effected, together with all information reasonably required by the Company to determine the appropriate future payments to be made by the Company to the assigning April 2014 Subscriber and Pinnacle in respect of such Unconverted April 2014 Advance.

(f) The right of Pinnacle (together with its Entity Affiliates) to require an assignment from each April 2014 Subscriber of a part of all April 2014 Advances made by, or for and on behalf of, such April 2014 Subscriber pursuant to this Section 6.11 shall include the right of Pinnacle to acquire from each April 2014 Subscriber on the date of such assignment, at no additional cost to Pinnacle, subject to compliance with Applicable Laws, the April 2014 Warrants issued to such April 2014 Subscriber covering the number of Common Shares equal to:

(i) (A) the number of Common Shares covered by such April 2014 Warrant, in the aggregate, originally issued to such April 2014 Subscriber (as such number of Common Shares may be adjusted pursuant to the terms of such April 2014 Warrant), multiplied by

(B) twenty-seven percent (27%);

(ii) multiplied by (1) the portion of the Unconverted April 2014 Advance(s) acquired by Pinnacle (and/or its Entity Affiliates) from such April 2014 Subscriber, divided by (2) the maximum portion of the Unconverted April 2014 Advances that Pinnacle (and its Entity Affiliates) are entitled to acquire from such April 2014 Subscriber pursuant to Section 6.11(a) as of the date of such assignment (and for the avoidance of doubt, Pinnacle and its Entity Affiliates shall remain entitled to acquire such April 2014 Warrants covering their full entitlement of Common Shares notwithstanding any repayment or prepayment of the associated Unconverted April 2014 Advance);

(iii) multiplied by the Sliding April 2014 Adjustment, if and as applicable;

provided, however, that, such April 2014 Warrants shall be assigned to Pinnacle and/or its Entity Affiliates notwithstanding that such assigned April 2014 Warrants have been exercised by the relevant April 2014 Subscriber in part prior to such assignment, and Pinnacle and/or its Entity Affiliates shall have the benefit of all remaining rights of such assigned April 2014 Warrants.

For the avoidance of doubt, any sales, transfers or other dispositions by Harbinger of any Unconverted April 2014 Advances or April 2014 Warrants to any Persons other than Pinnacle and its Entity Affiliates shall not reduce the amount of April 2014 Warrants that Pinnacle or its Entity Affiliates are entitled to acquire pursuant to this Section 6.11(f).

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(g) The right of Pinnacle (together with its Entity Affiliates) to purchase a part of an Unconverted April 2014 Advance together with a portion of the April 2014 Warrants under this Section 6.11 shall include the right of Pinnacle (together with its Entity Affiliates) to acquire from Harbinger and its Entity Affiliates, at the time of its purchase of a portion of such Unconverted April 2014 Advance and associated April 2014 Warrants, at a purchase price and on the timing set forth below, all Securities (other than the April 2014 Warrants themselves, which shall be included in the assignment of such Unconverted April 2014 Advance and other than Common Shares issued upon exercise of the April 2014 Warrants not in contravention of the terms of this Agreement) received by, or accrued in favour of, Harbinger and its Entity Affiliates in respect of such Unconverted April 2014 Advance or April 2014 Warrants as dividends (including, without limitation, accrued but undeclared dividends) or other payments or distributions (excluding interest (whether paid or accrued and unpaid) on such Unconverted April 2014 Advance up to (but not including) the date of such purchase by Pinnacle (or its Entity Affiliates)) since the time Harbinger and/or its Entity Affiliates made such Unconverted April 2014 Advance (the “April 2014 PIK Securities”).

(h) Pinnacle shall pay the consideration for April 2014 PIK Securities by issuing one or more promissory notes to Harbinger or its applicable Entity Affiliate:

(i) with an aggregate principal amount equal to the value of the April 2014 PIK Securities;

(ii) bearing no interest;

(iii) with the term (with payment in full being due on the last day of the term) being a period of time equal to the earliest to occur of (A) five (5) years, (B) a bona fide sale by Pinnacle of such April 2014 PIK Securities to an unaffiliated third party, or any other liquidity event involving such April 2014 PIK Securities in which cash is received in full satisfaction of such April 2014 PIK Securities (including, but not limited to, a redemption in full for cash of such April 2014 PIK Securities by the Company), or (C) a bona fide sale by Harbinger or its Entity Affiliates of all, but not less than all, of the Unconverted April 2014 Advances related to the April 2014 PIK Securities by Harbinger or its Entity Affiliates to an unaffiliated third party, or any other liquidity event involving such Unconverted April 2014 Advances in which cash is received in full satisfaction of such April 2014 PIK Securities (including, but not limited to, a repayment in full for cash of such Unconverted April 2014 Advances by the Company and termination of any further obligation to lend with respect thereto); and

(iv) which shall be secured by a first priority security interest, in form and substance reasonably satisfactory to Harbinger, in the April 2014 PIK Securities.

(i) Each April 2014 Subscriber agrees, upon any exercise by Pinnacle or its Entity Affiliates of their right to acquire any April 2014 Assets of such April 2014 Subscriber, to transfer and assign good and marketable title to the relevant April 2014 Assets held by such April 2014 Subscriber to Pinnacle or its Entity Affiliates free and clear of any Liens. In the event that upon such exercise, in Pinnacle’s reasonable determination, a April 2014 Subscriber is not able to assign good and marketable title to any relevant April 2014 Asset to Pinnacle or its

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Entity Affiliates free and clear of Liens (such subscriber in such case, a “Proposed April 2014 Subscriber Transferor”), then in addition to all other remedies at law and/or in equity that Pinnacle and/or its Entity Affiliates may have against such Proposed April 2014 Subscriber Transferor, upon Pinnacle’s written notice to the Company (which notice shall state that Pinnacle had attempted to acquire April 2014 Assets from such Proposed April 2014 Subscriber Transferor identified in such notice in accordance with Section 6.11(a) and Section 6.11(f)), the following transactions shall be consummated so as to afford Pinnacle, to the maximum extent possible, the full benefit of its rights under Section 6.11:

(i) Pinnacle and/or its Entity Affiliates shall lend and the Company shall borrow from Pinnacle and/or its Entity Affiliates, on substantially the same terms and conditions as the Unconverted April 2014 Advance (including with respect to maturity, interest rate and other terms), a principal amount equal to the portion of the Payment Amount (as such term is defined in the April 2014 Loan Agreement) of the Unconverted April 2014 Advance that Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed April 2014 Subscriber Transferor (such loan, an “Alternate April 2014 Loan”), which shall be recorded as set forth in the April 2014 Loan Agreement and have the same effect as if Pinnacle or such Entity Affiliate had received an assignment of a portion of an Unconverted April 2014 Advance from the Proposed April 2014 Subscriber Transferor as the April 2014 Subscriber under Section 6.11(a);

(ii) the Company agrees to apply all the cash proceeds of the Alternate April 2014 Loan promptly to prepay to such Proposed April 2014 Subscriber Transferor its respective portion of such Unconverted April 2014 Advance that Pinnacle and/or its Entity Affiliates had intended to acquire from such Proposed April 2014 Subscriber Transferor;

(iii) the holder of an Alternate April 2014 Loan shall be entitled to its proportionate interest in all of the benefits and security afforded to the April 2014 Subscribers under and pursuant to the April 2014 Loan Agreement. The Company, Harbinger and each of Harbinger’s relevant Entity Affiliates agree to execute and deliver all instruments and agreements, and to consent to such registrations, as may be required in the opinion of Pinnacle, acting reasonably, to properly entitle Pinnacle to all of the rights it would otherwise have been entitled to receive as if the April 2014 Assets referable to the Unconverted April 2014 Advance, as replaced by the Alternate April 2014 Loan, were assigned to Pinnacle by such Proposed April 2014 Subscriber Transferor;

(iv) the number of Common Shares covered by the April 2014 Warrant of such Proposed April 2014 Subscriber Transferor shall be automatically reduced, and without requirement of any action on the part of such Proposed April 2014 Subscriber Transferor, by the number of Common Shares that would have been covered by such April 2014 Warrant (or portion thereof) assigned to Pinnacle and/or its Entity Affiliates pursuant to Section 6.11(f), and the Company shall notify such Proposed April 2014 Subscriber Transferor of the calculation of such reduction, which calculation shall be conclusive absent manifest error;

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(v) the Company agrees to and shall issue a warrant or warrants (each, an “Alternate April 2014 Warrant”) to Pinnacle or its Entity Affiliates, in form and substance substantially identical to the form of April 2014 Warrant issued to such Proposed April 2014 Subscriber Transferor (excluding any of the provisions as shall not be applicable to Pinnacle and its Entity Affiliates including, without limitation, any restriction on exercise and any automatic reduction in the shares covered by such warrant relating to PNK Prepayments) covering the number of Common Shares covered by April 2014 Warrants Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed April 2014 Subscriber Transferor under Section 6.11(f). An Alternate April 2014 Warrant shall be a April 2014 Warrant for all purposes of this Agreement as if Pinnacle or such Entity Affiliate had received an assignment of all or a portion of a April 2014 Warrant from a April 2014 Subscriber under Section 6.11(f); and

(vi) for greater clarity, the references to “Proposed April 2014 Subscriber Transferor” in this Section 6.11(i) shall not include Pinnacle and/or its Entity Affiliates.

(j) Each April 2014 Subscriber agrees that, during the April 2014 Lookback Period, it shall not exercise any April 2014 Warrant it holds with respect to more than:

(i) the number of such April 2014 Subscriber’s original Common Share Entitlement then exercisable under such April 2014 Warrant (as adjusted pursuant to the terms of such April 2014 Warrant); minus

(ii) the product of:

(A) twenty-seven percent (27%) of such April 2014 Subscriber’s original Common Share Entitlement then exercisable under such April 2014 Warrant (as adjusted pursuant to the terms of such April 2014 Warrant); multiplied by

(B) the Sliding April 2014 Adjustment, if and as applicable,

(the “April 2014 Unreserved Lookback Amount”).

Any attempted exercise by such April 2014 Subscriber of any portion of such April 2014 Warrant as relates to more than the April 2014 Unreserved Lookback Amount shall be null and void, of no force or effect whatsoever, and shall not be honoured by the Company.

(k) For purposes of this Section 6.11, in the event that a April 2014 Subscriber assigns or transfers all or any portion of its commitment under the April 2014 Loan Agreement to make a April 2014 Advance (other than to Pinnacle), the assigning or transferring April 2014 Subscriber and the assignee or transferee of such commitment (other than Pinnacle) shall be treated as one and the same April 2014 Subscriber, including without limitation for purposes of the calculations contemplated by this Section 6.11 and for purposes of the obligation to transfer April 2014 Assets to Pinnacle should Pinnacle exercise its right to acquire April 2014 Assets as contemplated herein.

Section 6.12 November 2013 Common Share Lookback Protection.

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(a) During the November 2013 Lookback Period, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, to require each November 2013 Subscriber to sell to Pinnacle up to twenty-seven percent (27%) of the Common Shares into which the applicable portion, if any, of the principal amount of all November 2013 Advances (and accrued interest thereon) made by, or for and on behalf of, such November 2013 Subscriber was converted pursuant to the Conversion (such Common Shares are referred to as the “November 2013 Common Shares”), calculated as follows:

(i) up to but not including the First November 2013 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, by delivering written notice to the Harbinger Agent, to require each November 2013 Subscriber to sell to Pinnacle up to twenty-seven percent (27%) of the November 2013 Common Shares; and

(ii) from the First November 2013 Anniversary up to and including the Third November 2013 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, by delivering written notice to the Harbinger Agent, to require each November 2013 Subscriber to sell to Pinnacle up to the Sliding Proportionate November 2013 Percentage of the November 2013 Common Shares. For purposes of this subsection, the “Sliding Proportionate November 2013 Percentage” means with respect to the November 2013 Common Shares an amount determined by multiplying (A) twenty-seven percent (27%) by (B) the quotient obtained by dividing (1) the total number of days between (and including) (x) the date of exercise of Pinnacle’s right to purchase the Sliding Proportionate November 2013 Percentage of the November 2013 Common Shares and (y) the Third November 2013 Anniversary, by (2) seven hundred and thirty (730). Such adjustment to the twenty-seven percent (27%) in arriving at the Sliding Proportionate November 2013 Percentage shall be referred to as the “Sliding November 2013 Common Share Adjustment”.

(b) [Intentionally omitted.]

(c) In the event of a sale, transfer or other disposition by a November 2013 Subscriber of all or any portion of the November 2013 Common Shares or the November 2013 Warrants (the November 2013 Common Shares, the November 2013 Warrants and any November 2013 Common Share PIK Securities are each referred to herein as a “November 2013 Common Share Asset” and, collectively, as the “November 2013 Common Share Assets”) to an unaffiliated third party which would cause such November 2013 Subscriber to hold less than twenty-seven percent (27%) of its original interest in any November 2013 Common Share Asset (the “Minimum November 2013 Common Share Retained Original Interest”), such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of such November 2013 Subscriber hereunder, provided, however, only in respect of such portion of the percentage of the November 2013 Common Share Asset so acquired by the transferee as relates to the shortfall in such November 2013 Subscriber’s Minimum November 2013 Common Share Retained Original Interest; provided, however that in the event of a sale, transfer or other disposition by a November 2013 Subscriber of all or any portion a November 2013 Common Share Asset to Harbinger or any of its Entity Affiliates, such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of a

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November 2013 Subscriber hereunder related to the percentage of the November 2013 Common Share Asset so acquired; provided, further that the required assumption of the obligations of a November 2013 Subscriber under this Section 6.12(c) shall not apply in the case of a sale, transfer or other disposition by a November 2013 Subscriber to Pinnacle or its Entity Affiliates. An assumption of the obligations by a transferee as set forth in and required by this Section 6.12(c) shall be in writing in a form reasonably satisfactory to Pinnacle. For the avoidance of doubt, the obligation of a transferor to ensure that a transferee of a November 2013 Common Share Asset becomes subject to this Section 6.12(c) and assumes the obligations hereunder relating to such November 2013 Common Share Asset shall apply to successive sales, transfers and other dispositions of such November 2013 Common Share Asset and to subsequent transferors and transferees thereof, except in the case of a transfer to Pinnacle or its Entity Affiliates.

(d) The purchase price payable by Pinnacle (or its Entity Affiliates) to a November 2013 Subscriber for a purchase of November 2013 Common Shares under this Section 6.12 shall be an amount equal to the Loan Conversion Price (as such term is defined in the November 2013 Loan Agreement) per November 2013 Common Share being purchased (the “November 2013 Per Share Purchase Price”), subject to adjustment pursuant to Section 6.12(l).

(e) The parties shall consummate such purchase by Pinnacle from a November 2013 Subscriber (including the assignments of November 2013 Warrants contemplated by Section 6.12(f) and of November 2013 Common Share PIK Securities contemplated by Section 6.12(g)) on a Business Day within fifteen (15) Business Days of the giving of such written notice of exercise by Pinnacle to the Harbinger Agent. The selling November 2013 Subscriber or Pinnacle shall deliver to the Company the fully executed document(s) pursuant to which such purchase was effected, together with all information reasonably required by the Company to register the transfer of the November 2013 Common Shares and November 2013 Warrants in the Company’s stock transfer and warrant transfer records.

(f) The right of Pinnacle (together with its Entity Affiliates) to purchase November 2013 Common Shares from a November 2013 Subscriber pursuant to this Section 6.12 shall include the right of Pinnacle to acquire from such November 2013 Subscriber on the date of such purchase, at no additional cost to Pinnacle, subject to compliance with Applicable Laws, November 2013 Warrants covering the number of Common Shares equal to:

(i) (A) the number of Common Shares covered by the November 2013 Warrants in the aggregate originally issued to such November 2013 Subscriber (as such number of Common Shares may be adjusted pursuant to the terms of such November 2013 Warrants), multiplied by

(B) twenty-seven percent (27%);

(ii) multiplied by (1) the number of November 2013 Common Shares acquired by Pinnacle (and/or its Entity Affiliates) from such November 2013 Subscriber, divided by (2) the maximum number of November 2013 Common Shares that Pinnacle (and its Entity Affiliates) is entitled to acquire from such November 2013 Subscriber pursuant to Section 6.12(a) as of the date of such acquisition;

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(iii) multiplied by the Sliding November 2013 Common Share Adjustment, if and as applicable;

provided, however, that, such November 2013 Warrants shall be assigned to Pinnacle and/or its Entity Affiliates notwithstanding that such assigned November 2013 Warrants have been exercised in part prior to such acquisition, and Pinnacle and/or its Entity Affiliates shall have the benefit of all remaining rights of such assigned November 2013 Warrants.

For the avoidance of doubt, any sales, transfers or other dispositions by Harbinger of any November 2013 Common Shares or November 2013 Warrants to any Persons other than Pinnacle and its Entity Affiliates shall not reduce the amount of November 2013 Warrants that Pinnacle or its Entity Affiliates are entitled to acquire pursuant to this Section 6.12(f).

(g) The right of Pinnacle (together with its Entity Affiliates) to purchase November 2013 Common Shares together with a portion of the November 2013 Warrants under this Section 6.12 shall include the right of Pinnacle (together with its Entity Affiliates) to acquire from Harbinger and its Entity Affiliates, at the time of its purchase of a portion of November 2013 Common Shares and associated November 2013 Warrants, at a purchase price and on the timing set forth below, all Securities (other than the November 2013 Warrants themselves, which shall be included in the purchase of such November 2013 Common Shares and other than Common Shares issued upon exercise of the November 2013 Warrants not in contravention of the terms of this Agreement) received by, or accrued in favour of, Harbinger and its Entity Affiliates in respect of such November 2013 Common Shares or November 2013 Warrants (or the November 2013 Advances as to which such November 2013 Common Shares and November 2013 Warrants relate) as dividends (including, without limitation, accrued but undeclared dividends) or other payments or distributions (including interest, other than accrued interest converted pursuant to the November 2013 Loan Agreement on a November 2013 Advance) since the time Harbinger and/or its Entity Affiliates made such November 2013 Advance (the “November 2013 Common Share PIK Securities”).

(h) Pinnacle shall pay the consideration for November 2013 Common Share PIK Securities by issuing one or more promissory notes to Harbinger or its applicable Entity Affiliate:

(i) with an aggregate principal amount equal to the value of the November 2013 Common Share PIK Securities;

(ii) bearing no interest;

(iii) with the term (with payment in full being due on the last day of the term) being a period of time equal to the earliest to occur of (A) five (5) years, (B) a bona fide sale by Pinnacle of such November 2013 Common Share PIK Securities to an unaffiliated third party, or any other liquidity event involving such November 2013 Common Share PIK Securities in which cash is received in full satisfaction of such November 2013 Common Share PIK Securities (including, but not limited to, a redemption in full for cash of such November 2013 Common Share PIK Securities by the

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Company), or (C) a bona fide sale by Harbinger or its Entity Affiliates of all, but not less than all, of the November 2013 Common Shares related to the November 2013 Common Share PIK Securities by Harbinger or its Entity Affiliates to an unaffiliated third party, or any other liquidity event involving such November 2013 Common Shares in which cash is received in full satisfaction of such November 2013 Common Share PIK Securities; and

(iv) which shall be secured by a first priority security interest, in form and substance reasonably satisfactory to Harbinger, in the November 2013 Common Share PIK Securities.

(i) Each November 2013 Subscriber agrees, upon any exercise by Pinnacle or its Entity Affiliates of their right to acquire any November 2013 Common Share Assets of such November 2013 Subscriber, to transfer and assign good and marketable title to the relevant November 2013 Common Share Assets held by such November 2013 Subscriber to Pinnacle or its Entity Affiliates free and clear of any Liens. In the event that upon such exercise, in Pinnacle’s reasonable determination, a November 2013 Subscriber is not able to assign good and marketable title to any relevant November 2013 Common Share Asset to Pinnacle or its Entity Affiliates free and clear of Liens (such subscriber in such case, a “Proposed November 2013 Common Share Subscriber Transferor”), then in addition to all other remedies at law and/or in equity that Pinnacle and/or its Entity Affiliates may have against such Proposed November 2013 Common Share Subscriber Transferor, upon Pinnacle’s written notice to the Company (which notice shall state that Pinnacle had attempted to acquire November 2013 Common Share Assets from such Proposed November 2013 Common Share Subscriber Transferor identified in such notice in accordance with Section 6.12(a) and Section 6.12(f)), the following transactions shall be consummated so as to afford Pinnacle, to the maximum extent possible, the full benefit of its rights under Section 6.12:

(i) Pinnacle and its Entity Affiliates shall be entitled to purchase from the Company, and the Company agrees to issue to Pinnacle and its Entity Affiliates exercising such right, a number of Common Shares equal to a number of Common Shares (the “Alternate November 2013 Common Shares”) which, when added to the holdings of Equity Securities held by Pinnacle and its Entity Affiliates would result in Pinnacle and its Entity Affiliates holding, immediately following such issuance, a percentage of the outstanding Common Shares on a Fully Diluted Basis that they would have held had they been able to purchase November 2013 Common Shares from the Proposed November 2013 Common Share Subscriber Transferor under Section 6.12(a). Notwithstanding that the Company would be obligated to issue a greater number of Alternate November 2013 Common Shares under this provision given the resulting shortfall in the number of November 2013 Common Shares that Pinnacle or its Entity Affiliate should otherwise have been able to purchase from the Proposed November 2013 Common Share Subscriber Transferor, the aggregate purchase price payable to the Company by Pinnacle or its Entity Affiliate for the Alternate November 2013 Common Shares shall be equal to the aggregate purchase price that Pinnacle or its Entity Affiliate would have paid to the Proposed November 2013 Common Share Subscriber Transferor for the November 2013 Common Shares it sought to acquire.

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(ii) Any Proposed November 2013 Common Share Subscriber Transferor shall deliver to the Company (on behalf of Pinnacle and its Entity Affiliates, as applicable) amounts that are sufficient to pay all required taxes arising in connection with the issuance of any shares pursuant to Section 6.12(i)(i) by the Company to Pinnacle or its Entity Affiliates (for purposes of this Section 6.12(i)(ii), an “Indemnified Event”). Such Proposed November 2013 Common Share Subscriber Transferor shall deliver such amounts to the Company within the time period that will allow the Company to remit such taxes within the time prescribed by Applicable Law (for purposes of this Section 6.12(i)(ii), the “Remittance Date”) and the Company shall remit such taxes to the relevant Governmental Authority forthwith upon receipt of such payment from such Proposed November 2013 Common Share Subscriber Transferor. The Company shall provide evidence of such remittance to the Proposed November 2013 Common Share Subscriber Transferor and to Pinnacle or its Entity Affiliates. In the event such Proposed November 2013 Common Share Subscriber Transferor fails to deliver to the Company (on behalf of Pinnacle and its Entity Affiliates, as applicable) the taxes owing by Pinnacle or its Entity Affiliates in connection with an Indemnified Event so that the Company may remit such taxes by the Remittance Date, any such Proposed November 2013 Common Share Subscriber Transferor agrees to indemnify and hold harmless Pinnacle and its Entity Affiliates and the Company from and against any taxes, penalties and interest, including any withholding taxes and penalties and interest thereon, (for purposes of this Section 6.12(i)(ii), “Taxes”) owing in connection with such Indemnified Event. Pinnacle’s and its Entity Affiliates’ and the Company’s right to commence any claim for indemnification for Taxes owing in connection with an Indemnified Event shall survive indefinitely.

(iii) [Intentionally omitted.]

(iv) the number of Common Shares covered by each November 2013 Warrant of such Proposed November 2013 Common Share Subscriber Transferor shall be automatically reduced, and without requirement of any action on the part of such Proposed November 2013 Common Share Subscriber Transferor, by the number of Common Shares that would have been covered by such November 2013 Warrant (or portion thereof) assigned to Pinnacle and/or its Entity Affiliates pursuant to Section 6.12(f), and the Company shall notify such Proposed November 2013 Common Share Subscriber Transferor of the calculation of such reduction, which calculation shall be conclusive absent manifest error;

(v) the Company agrees to and shall issue a warrant or warrants (each, an “Alternate November 2013 Common Share Warrant”) to Pinnacle or its Entity Affiliates, in form and substance substantially identical to the form of November 2013 Warrants issued to such Proposed November 2013 Common Share Subscriber Transferor (excluding any of the provisions as shall not be applicable to Pinnacle and its Entity Affiliates including, without limitation, any restriction on exercise and any automatic reduction in the shares covered by such warrant relating to Section 6.12(i)(iv)) covering the number of Common Shares covered by November 2013 Warrants Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed November 2013 Common Share Subscriber Transferor under Section 6.12(f). An Alternate November 2013 Common Share Warrant shall be a November 2013 Warrant for all purposes of this Agreement as if

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Pinnacle or such Entity Affiliate had received an assignment of all or a portion of a November 2013 Warrant from a November 2013 Subscriber under Section 6.12(f); and

(vi) for greater clarity, the references to “Proposed November 2013 Common Share Subscriber Transferor” in this Section 6.12(i) shall not include Pinnacle and/or its Entity Affiliates.

(j) Each November 2013 Subscriber agrees that, during the November 2013 Lookback Period, it shall not exercise any November 2013 Warrant it holds with respect to more than:

(i) the number of such November 2013 Subscriber’s original Common Share Entitlement then exercisable under such November 2013 Warrant (as adjusted pursuant to the terms of such November 2013 Warrant); minus

(ii) the product of:

(A) twenty-seven percent (27%) of such November 2013 Subscriber’s original Common Share Entitlement then exercisable under such November 2013 Warrant (as adjusted pursuant to the terms of such November 2013 Warrant); multiplied by

(B) the Sliding November 2013 Common Share Adjustment, if and as applicable,

(the “November 2013 Common Share Unreserved Lookback Amount”).

Any attempted exercise by such November 2013 Subscriber of any portion of such November 2013 Warrant as relates to more than the November 2013 Common Share Unreserved Lookback Amount shall be null and void, of no force or effect whatsoever, and shall not be honoured by the Company.

(k) Notwithstanding anything in this Agreement to the contrary, each November 2013 Subscriber agrees that it shall not be permitted to pledge or grant a Lien, or permit a Lien to exist, in respect of more than seventy-three percent (73%) of the November 2013 Common Shares issued to it in the Conversion (as adjusted or converted pursuant to events described in Section 6.12(l)). Any such pledge or Lien in contravention of this Section 6.12(k) shall be null and void ab initio. In addition to the legend required by Section 3.7, any and all certificates representing Securities that are subject to Pinnacle’s right to purchase under this Section 6.12 shall have endorsed thereon in bold type the following legend:

“The securities represented by this certificate are subject to an obligation on the part of the holder to transfer and assign good and marketable title to such securities free and clear of any pledges, liens, encumbrances, security interests or other charges in the event that certain parties to such Fourth Amended and Restated Shareholders Agreement exercise their right to purchase such securities in accordance with the terms and conditions of such Fourth Amended and Restated Shareholders Agreement.”

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(l) If, at any time following the Conversion:

(i) the Company:

(A) subdivides (or redivides or changes) the Common Shares into a greater number of shares;

(B) consolidates (or reduces or combines) the Common Shares into a lesser number of shares; or

(C) issues Common Shares, or securities exchangeable for or convertible into Common Shares, to the outstanding Common Shares by way of stock dividend or other distribution,

the November 2013 Per Share Purchase Price shall be adjusted to equal the price determined by multiplying the November 2013 Per Share Purchase Price most recently in effect prior to such event by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such event and the denominator shall be the total number of Common Shares outstanding immediately after such event (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares immediately after such event). Upon any adjustment to the November 2013 Per Share Purchase Price pursuant to this Section 6.12(l)(i), the number of November 2013 Common Shares which are purchasable from a November 2013 Subscriber pursuant to this Section 6.12 shall be adjusted by multiplying the number of November 2013 Common Shares that were purchasable under this Section 6.12 immediately prior to such event by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately after such event (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares immediately after such event) and the denominator shall be the total number of Common Shares outstanding immediately prior to such event;

(ii) the November 2013 Common Shares shall be changed into the same or a different number of shares of any class or other securities or other property (including cash), whether by capital reorganization, recapitalization, reclassification or otherwise (other than a subdivision or consolidation of shares of stock dividend or other distribution provided for above, or a consolidation, merger or amalgamation or a sale of assets provided for below), then and in each such event, Pinnacle or any of its Entity Affiliates, upon exercising its rights under this Section 6.12 after the effective date of such event, will be entitled to receive in lieu of the number of November 2013 Common Shares to which Pinnacle or its Entity Affiliates were theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property (including cash) which Pinnacle or such Entity Affiliate would have been entitled to receive as a result of such event if, on the effective date thereof, Pinnacle or such Entity Affiliate had been the

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registered holder of the number of November 2013 Common Shares to which Pinnacle or such Entity Affiliate was theretofore entitled upon exercise of its rights under this Section 6.12. The parties agree, acting reasonably, to make appropriate adjustments as a result of any such event in the application of the provisions set forth in this Section 6.12(l) with respect to the rights and interests thereafter of Pinnacle and its Entity Affiliates under this Section 6.12 to the end that the provisions set forth in this Section 6.12 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property (including cash) thereafter deliverable upon the exercise of Pinnacle’s and its Entity Affiliates’ rights under this Section 6.12;

(iii) there is a Reorganization, Pinnacle or any of its Entity Affiliates, upon exercising its rights under this Section 6.12 after the effective date of such Reorganization, will be entitled to receive in lieu of the number of November 2013 Common Shares to which Pinnacle or its Entity Affiliates were theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property (including cash) which Pinnacle or such Entity Affiliate would have been entitled to receive as a result of such Reorganization if, on the effective date thereof, Pinnacle or such Entity Affiliate had been the registered holder of the number of November 2013 Common Shares to which Pinnacle or such Entity Affiliate was theretofore entitled upon exercise of its rights under this Section 6.12, recognizing that post-closing adjustments may be required. The parties agree, acting reasonably, to make appropriate adjustments as a result of any such Reorganization in the application of the provisions set forth in this Section 6.12(l) with respect to the rights and interests thereafter of Pinnacle and its Entity Affiliates under this Section 6.12 to the end that the provisions set forth in this Section 6.12 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property (including cash) thereafter deliverable upon the exercise of Pinnacle’s and its Entity Affiliates’ rights under this Section 6.12; and

(iv) in the case the Company takes any action affecting the Common Shares, other than any action described in this Section 6.12(l), which in the opinion of Pinnacle would materially affect the rights of Pinnacle under this Section 6.12, the number of November 2013 Common Shares to which Pinnacle will be entitled under this Section 6.12 will be adjusted in an equitable manner as agreed to by Pinnacle and Harbinger, both acting reasonably.

Section 6.13 January 2014 Common Share Lookback Protection.

(a) During the January 2014 Lookback Period, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, to require each January 2014 Subscriber to sell to Pinnacle up to twenty-seven percent (27%) of the Common Shares into which the applicable portion, if any, of the principal amount of all January 2014 Advances (and accrued interest thereon) made by, or for and on behalf of, such January 2014 Subscriber was converted pursuant to the Conversion (such Common Shares are referred to as the “January 2014 Common Shares”), calculated as follows:

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(i) up to but not including the First January 2014 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, by delivering written notice to the Harbinger Agent, to require each January 2014 Subscriber to sell to Pinnacle up to twenty-seven percent (27%) of the January 2014 Common Shares; and

(ii) from the First January 2014 Anniversary up to and including the Third January 2014 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, by delivering written notice to the Harbinger Agent, to require each January 2014 Subscriber to sell to Pinnacle up to the Sliding Proportionate January 2014 Percentage of the January 2014 Common. For purposes of this subsection, the “Sliding Proportionate January 2014 Percentage” means with respect to the January 2014 Common Shares an amount determined by multiplying (A) twenty-seven percent (27%) by (B) the quotient obtained by dividing (1) the total number of days between (and including) (x) the date of exercise of Pinnacle’s right to purchase the Sliding Proportionate January 2014 Percentage of the January 2014 Common Shares and (y) the Third January 2014 Anniversary, by (2) seven hundred and thirty (730). Such adjustment to the twenty-seven percent (27%) in arriving at the Sliding Proportionate January 2014 Percentage shall be referred to as the “Sliding January 2014 Common Share Adjustment”.

(b) [Intentionally omitted.]

(c) In the event of a sale, transfer or other disposition by a January 2014 Subscriber of all or any portion of the January 2014 Common Shares or the January 2014 Warrants (the January 2014 Common Shares, the January 2014 Warrants and any January 2014 Common Share PIK Securities are each referred to herein as a “January 2014 Common Share Asset” and, collectively, as the “January 2014 Common Share Assets”) to an unaffiliated third party which would cause such January 2014 Subscriber to hold less than twenty-seven percent (27%) of its original interest in any January 2014 Common Share Asset (the “Minimum January 2014 Common Share Retained Original Interest”), such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of such January 2014 Subscriber hereunder, provided, however, only in respect of such portion of the percentage of the January 2014 Common Share Asset so acquired by the transferee as relates to the shortfall in such January 2014 Subscriber’s Minimum January 2014 Common Share Retained Original Interest; provided, however that in the event of a sale, transfer or other disposition by a January 2014 Subscriber of all or any portion a January 2014 Common Share Asset to Harbinger or any of its Entity Affiliates, such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of a January 2014 Subscriber hereunder related to the percentage of the January 2014 Common Share Asset so acquired; provided, further that the required assumption of the obligations of a January 2014 Subscriber under this Section 6.13(c) shall not apply in the case of a sale, transfer or other disposition by a January 2014 Subscriber to Pinnacle or its Entity Affiliates. An assumption of the obligations by a transferee as set forth in and required by this Section 6.13(c) shall be in writing in a form reasonably satisfactory to Pinnacle. For the avoidance of doubt, the obligation of a transferor to ensure that a transferee of a January 2014 Common Share Asset becomes subject to this Section 6.13(c) and assumes the obligations hereunder relating to such January 2014 Common Share

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Asset shall apply to successive sales, transfers and other dispositions of such January 2014 Common Share Asset and to subsequent transferors and transferees thereof, except in the case of a transfer to Pinnacle or its Entity Affiliates.

(d) The purchase price payable by Pinnacle (or its Entity Affiliates) to a January 2014 Subscriber for a purchase of January 2014 Common Shares under this Section 6.13 shall be an amount equal to the Loan Conversion Price (as such term is defined in the January 2014 Loan Agreement) per January 2014 Common Share being purchased (the “January 2014 Per Share Purchase Price”), subject to adjustment pursuant to Section 6.13(l).

(e) The parties shall consummate such purchase by Pinnacle from a January 2014 Subscriber (including the assignments of January 2014 Warrants contemplated by Section 6.13(f) and of January 2014 Common Share PIK Securities contemplated by Section 6.13(g)) on a Business Day within fifteen (15) Business Days of the giving of such written notice of exercise by Pinnacle to the Harbinger Agent. The selling January 2014 Subscriber or Pinnacle shall deliver to the Company the fully executed document(s) pursuant to which such purchase was effected, together with all information reasonably required by the Company to register the transfer of the January 2014 Common Shares and January 2014 Warrants in the Company’s stock transfer and warrant transfer records.

(f) The right of Pinnacle (together with its Entity Affiliates) to purchase January 2014 Common Shares from a January 2014 Subscriber pursuant to this Section 6.13 shall include the right of Pinnacle to acquire from such January 2014 Subscriber on the date of such purchase, at no additional cost to Pinnacle, subject to compliance with Applicable Laws, January 2014 Warrants covering the number of Common Shares equal to:

(i) (A) the number of Common Shares covered by the January 2014 Warrants in the aggregate originally issued to such January 2014 Subscriber (as such number of Common Shares may be adjusted pursuant to the terms of such January 2014 Warrants), multiplied by

(B) twenty-seven percent (27%);

(ii) multiplied by (1) the number of January 2014 Common Shares acquired by Pinnacle (and/or its Entity Affiliates) from such January 2014 Subscriber, divided by (2) the maximum number of January 2014 Common Shares that Pinnacle (and its Entity Affiliates) is entitled to acquire from such January 2014 Subscriber pursuant to Section 6.13(a) as of the date of such acquisition;

(iii) multiplied by the Sliding January 2014 Common Share Adjustment, if and as applicable;

provided, however, that, such January 2014 Warrants shall be assigned to Pinnacle and/or its Entity Affiliates notwithstanding that such assigned January 2014 Warrants have been exercised in part prior to such acquisition, and Pinnacle and/or its Entity Affiliates shall have the benefit of all remaining rights of such assigned January 2014 Warrants.

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For the avoidance of doubt, any sales, transfers or other dispositions by Harbinger of any January 2014 Common Shares or January 2014 Warrants to any Persons other than Pinnacle and its Entity Affiliates shall not reduce the amount of January 2014 Warrants that Pinnacle or its Entity Affiliates are entitled to acquire pursuant to this Section 6.13(f).

(g) The right of Pinnacle (together with its Entity Affiliates) to purchase January 2014 Common Shares together with a portion of the January 2014 Warrants under this Section 6.13 shall include the right of Pinnacle (together with its Entity Affiliates) to acquire from Harbinger and its Entity Affiliates, at the time of its purchase of a portion of January 2014 Common Shares and associated January 2014 Warrants, at a purchase price and on the timing set forth below, all Securities (other than the January 2014 Warrants themselves, which shall be included in the purchase of such January 2014 Common Shares and other than Common Shares issued upon exercise of the January 2014 Warrants not in contravention of the terms of this Agreement) received by, or accrued in favour of, Harbinger and its Entity Affiliates in respect of such January 2014 Common Shares or January 2014 Warrants (or the January 2014 Advances as to which such January 2014 Common Shares and January 2014 Warrants relate) as dividends (including, without limitation, accrued but undeclared dividends) or other payments or distributions (including interest, other than accrued interest converted pursuant to the January 2014 Loan Agreement on a January 2014 Advance) since the time Harbinger and/or its Entity Affiliates made such January 2014 Advance (the “January 2014 Common Share PIK Securities”).

(h) Pinnacle shall pay the consideration for January 2014 Common Share PIK Securities by issuing one or more promissory notes to Harbinger or its applicable Entity Affiliate:

(i) with an aggregate principal amount equal to the value of the January 2014 Common Share PIK Securities;

(ii) bearing no interest;

(iii) with the term (with payment in full being due on the last day of the term) being a period of time equal to the earliest to occur of (A) five (5) years, (B) a bona fide sale by Pinnacle of such January 2014 Common Share PIK Securities to an unaffiliated third party, or any other liquidity event involving such January 2014 Common Share PIK Securities in which cash is received in full satisfaction of such January 2014 Common Share PIK Securities (including, but not limited to, a redemption in full for cash of such January 2014 Common Share PIK Securities by the Company), or (C) a bona fide sale by Harbinger or its Entity Affiliates of all, but not less than all, of the January 2014 Common Shares related to the January 2014 Common Share PIK Securities by Harbinger or its Entity Affiliates to an unaffiliated third party, or any other liquidity event involving such January 2014 Common Shares in which cash is received in full satisfaction of such January 2014 Common Share PIK Securities; and

(iv) which shall be secured by a first priority security interest, in form and substance reasonably satisfactory to Harbinger, in the January 2014 Common Share PIK Securities.

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(i) Each January 2014 Subscriber agrees, upon any exercise by Pinnacle or its Entity Affiliates of their right to acquire any January 2014 Common Share Assets of such January 2014 Subscriber, to transfer and assign good and marketable title to the relevant January 2014 Common Share Assets held by such January 2014 Subscriber to Pinnacle or its Entity Affiliates free and clear of any Liens. In the event that upon such exercise, in Pinnacle’s reasonable determination, a January 2014 Subscriber is not able to assign good and marketable title to any relevant January 2014 Common Share Asset to Pinnacle or its Entity Affiliates free and clear of Liens (such subscriber in such case, a “Proposed January 2014 Common Share Subscriber Transferor”), then in addition to all other remedies at law and/or in equity that Pinnacle and/or its Entity Affiliates may have against such Proposed January 2014 Common Share Subscriber Transferor, upon Pinnacle’s written notice to the Company (which notice shall state that Pinnacle had attempted to acquire January 2014 Common Share Assets from such Proposed January 2014 Common Share Subscriber Transferor identified in such notice in accordance with Section 6.13(a) and Section 6.13(f)), the following transactions shall be consummated so as to afford Pinnacle, to the maximum extent possible, the full benefit of its rights under Section 6.13:

(i) Pinnacle and its Entity Affiliates shall be entitled to purchase from the Company, and the Company agrees to issue to Pinnacle and its Entity Affiliates exercising such right, a number of Common Shares equal to a number of Common Shares (the “Alternate January 2014 Common Shares”) which, when added to the holdings of Equity Securities held by Pinnacle and its Entity Affiliates would result in Pinnacle and its Entity Affiliates holding, immediately following such issuance, a percentage of the outstanding Common Shares on a Fully Diluted Basis that they would have held had they been able to purchase January 2014 Common Shares from the Proposed January 2014 Common Share Subscriber Transferor under Section 6.13(a). Notwithstanding that the Company would be obligated to issue a greater number of Alternate January 2014 Common Shares under this provision given the resulting shortfall in the number of January 2014 Common Shares that Pinnacle or its Entity Affiliate should otherwise have been able to purchase from the Proposed January 2014 Common Share Subscriber Transferor, the aggregate purchase price payable to the Company by Pinnacle or its Entity Affiliate for the Alternate January 2014 Common Shares shall be equal to the aggregate purchase price that Pinnacle or its Entity Affiliate would have paid to the Proposed January 2014 Common Share Subscriber Transferor for the January 2014 Common Shares it sought to acquire.

(ii) Any Proposed January 2014 Common Share Subscriber Transferor shall deliver to the Company (on behalf of Pinnacle and its Entity Affiliates, as applicable) amounts that are sufficient to pay all required taxes arising in connection with the issuance of any shares pursuant to Section 6.13(i)(i) by the Company to Pinnacle or its Entity Affiliates (for purposes of this Section 6.13(i)(ii), an “Indemnified Event”). Such Proposed January 2014 Common Share Subscriber Transferor shall deliver such amounts to the Company within the time period that will allow the Company to remit such taxes within the time prescribed by Applicable Law (for purposes of this Section 6.13(i)(ii), the “Remittance Date”) and the Company shall remit such taxes to the relevant Governmental Authority forthwith upon receipt of such payment from such Proposed January 2014 Common Share Subscriber Transferor. The Company shall provide evidence of such remittance to the Proposed January 2014 Common Share Subscriber Transferor and to Pinnacle or its Entity Affiliates. In the event such Proposed January 2014 Common Share Subscriber

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Transferor fails to deliver to the Company (on behalf of Pinnacle and its Entity Affiliates, as applicable) the taxes owing by Pinnacle or its Entity Affiliates in connection with an Indemnified Event so that the Company may remit such taxes by the Remittance Date, any such Proposed January 2014 Common Share Subscriber Transferor agrees to indemnify and hold harmless Pinnacle and its Entity Affiliates and the Company from and against any taxes, penalties and interest, including any withholding taxes and penalties and interest thereon, (for purposes of this Section 6.13(i)(ii), “Taxes”) owing in connection with such Indemnified Event. Pinnacle’s and its Entity Affiliates’ and the Company’s right to commence any claim for indemnification for Taxes owing in connection with an Indemnified Event shall survive indefinitely.

(iii) [Intentionally omitted.]

(iv) the number of Common Shares covered by each January 2014 Warrant of such Proposed January 2014 Common Share Subscriber Transferor shall be automatically reduced, and without requirement of any action on the part of such Proposed January 2014 Common Share Subscriber Transferor, by the number of Common Shares that would have been covered by such January 2014 Warrant (or portion thereof) assigned to Pinnacle and/or its Entity Affiliates pursuant to Section 6.13(f), and the Company shall notify such Proposed January 2014 Common Share Subscriber Transferor of the calculation of such reduction, which calculation shall be conclusive absent manifest error;

(v) the Company agrees to and shall issue a warrant or warrants (each, an “Alternate January 2014 Common Share Warrant”) to Pinnacle or its Entity Affiliates, in form and substance substantially identical to the form of January 2014 Warrants issued to such Proposed January 2014 Common Share Subscriber Transferor (excluding any of the provisions as shall not be applicable to Pinnacle and its Entity Affiliates including, without limitation, any restriction on exercise and any automatic reduction in the shares covered by such warrant relating to Section 6.13(i)(iv)) covering the number of Common Shares covered by January 2014 Warrants Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed January 2014 Common Share Subscriber Transferor under Section 6.13(f). An Alternate January 2014 Common Share Warrant shall be a January 2014 Warrant for all purposes of this Agreement as if Pinnacle or such Entity Affiliate had received an assignment of all or a portion of a January 2014 Warrant from a January 2014 Subscriber under Section 6.13(f); and

(vi) for greater clarity, the references to “Proposed January 2014 Common Share Subscriber Transferor” in this Section 6.13(i) shall not include Pinnacle and/or its Entity Affiliates.

(j) Each January 2014 Subscriber agrees that, during the January 2014 Lookback Period, it shall not exercise any January 2014 Warrant it holds with respect to more than:

(i) the number of such January 2014 Subscriber’s original Common Share Entitlement then exercisable under such January 2014 Warrant, for the January 2014

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Tranche in respect of such issued January 2014 Warrant (as adjusted pursuant to the terms of such January 2014 Warrant); minus

(ii) the product of:

(A) twenty-seven percent (27%) of such January 2014 Subscriber’s original Common Share Entitlement then exercisable under such January 2014 Warrant, for the January 2014 Tranche in respect of such issued January 2014 Warrant (as adjusted pursuant to the terms of such January 2014 Warrant); multiplied by

(B) the Sliding January 2014 Common Share Adjustment, if and as applicable,

(the “January 2014 Common Share Unreserved Lookback Amount”).

Any attempted exercise by such January 2014 Subscriber of any portion of such January 2014 Warrant as relates to more than the January 2014 Common Share Unreserved Lookback Amount shall be null and void, of no force or effect whatsoever, and shall not be honoured by the Company.

(k) Notwithstanding anything in this Agreement to the contrary, each January 2014 Subscriber agrees that it shall not be permitted to pledge or grant a Lien, or permit a Lien to exist, in respect of more than seventy-three percent (73%) of the January 2014 Common Shares issued to it in the Conversion (as adjusted or converted pursuant to events described in Section 6.13(l)). Any such pledge or Lien in contravention of this Section 6.13(k) shall be null and void ab initio. In addition to the legend required by Section 3.7, any and all certificates representing Securities that are subject to Pinnacle’s right to purchase under this Section 6.13 shall have endorsed thereon in bold type the following legend:

“The securities represented by this certificate are subject to an obligation on the part of the holder to transfer and assign good and marketable title to such securities free and clear of any pledges, liens, encumbrances, security interests or other charges in the event that certain parties to such Fourth Amended and Restated Shareholders Agreement exercise their right to purchase such securities in accordance with the terms and conditions of such Fourth Amended and Restated Shareholders Agreement.”

(l) If, at any time following the Conversion:

(i) the Company:

(A) subdivides (or redivides or changes) the Common Shares into a greater number of shares;

(B) consolidates (or reduces or combines) the Common Shares into a lesser number of shares; or

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(C) issues Common Shares, or securities exchangeable for or convertible into Common Shares, to the outstanding Common Shares by way of stock dividend or other distribution,

the January 2014 Per Share Purchase Price shall be adjusted to equal the price determined by multiplying the January 2014 Per Share Purchase Price most recently in effect prior to such event by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such event and the denominator shall be the total number of Common Shares outstanding immediately after such event (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares immediately after such event). Upon any adjustment to the January 2014 Per Share Purchase Price pursuant to this Section 6.13(l)(i), the number of January 2014 Common Shares which are purchasable from a January 2014 Subscriber pursuant to this Section 6.13 shall be adjusted by multiplying the number of January 2014 Common Shares that were purchasable under this Section 6.13 immediately prior to such event by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately after such event (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares immediately after such event) and the denominator shall be the total number of Common Shares outstanding immediately prior to such event;

(ii) the January 2014 Common Shares shall be changed into the same or a different number of shares of any class or other securities or other property (including cash), whether by capital reorganization, recapitalization, reclassification or otherwise (other than a subdivision or consolidation of shares of stock dividend or other distribution provided for above, or a consolidation, merger or amalgamation or a sale of assets provided for below), then and in each such event, Pinnacle or any of its Entity Affiliates, upon exercising its rights under this Section 6.13 after the effective date of such event, will be entitled to receive in lieu of the number of January 2014 Common Shares to which Pinnacle or its Entity Affiliates were theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property (including cash) which Pinnacle or such Entity Affiliate would have been entitled to receive as a result of such event if, on the effective date thereof, Pinnacle or such Entity Affiliate had been the registered holder of the number of January 2014 Common Shares to which Pinnacle or such Entity Affiliate was theretofore entitled upon exercise of its rights under this Section 6.13. The parties agree, acting reasonably, to make appropriate adjustments as a result of any such event in the application of the provisions set forth in this Section 6.13(l) with respect to the rights and interests thereafter of Pinnacle and its Entity Affiliates under this Section 6.13 to the end that the provisions set forth in this Section 6.13 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property (including cash) thereafter deliverable upon the exercise of Pinnacle’s and its Entity Affiliates’ rights under this Section 6.13;

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(iii) there is a Reorganization, Pinnacle or any of its Entity Affiliates, upon exercising its rights under this Section 6.13 after the effective date of such Reorganization, will be entitled to receive in lieu of the number of January 2014 Common Shares to which Pinnacle or its Entity Affiliates were theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property (including cash) which Pinnacle or such Entity Affiliate would have been entitled to receive as a result of such Reorganization if, on the effective date thereof, Pinnacle or such Entity Affiliate had been the registered holder of the number of January 2014 Common Shares to which Pinnacle or such Entity Affiliate was theretofore entitled upon exercise of its rights under this Section 6.13, recognizing that post-closing adjustments may be required. The parties agree, acting reasonably, to make appropriate adjustments as a result of any such Reorganization in the application of the provisions set forth in this Section 6.13(l) with respect to the rights and interests thereafter of Pinnacle and its Entity Affiliates under this Section 6.13 to the end that the provisions set forth in this Section 6.13 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property (including cash) thereafter deliverable upon the exercise of Pinnacle’s and its Entity Affiliates’ rights under this Section 6.13; and

(iv) in the case the Company takes any action affecting the Common Shares, other than any action described in this Section 6.13(l), which in the opinion of Pinnacle would materially affect the rights of Pinnacle under this Section 6.13, the number of January 2014 Common Shares to which Pinnacle will be entitled under this Section 6.13 will be adjusted in an equitable manner as agreed to by Pinnacle and Harbinger, both acting reasonably.

Section 6.14 April 2014 Common Share Lookback Protection.

(a) During the April 2014 Lookback Period, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, to require each April 2014 Subscriber to sell to Pinnacle up to twenty-seven percent (27%) of the Common Shares into which the applicable portion, if any, of the principal amount of all April 2014 Advances (and accrued interest thereon) made by, or for and on behalf of, such April 2014 Subscriber was converted pursuant to the Conversion (such Common Shares are referred to as the “April 2014 Common Shares”), calculated as follows:

(i) up to but not including the First April 2014 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, by delivering written notice to the Harbinger Agent, to require each April 2014 Subscriber to sell to Pinnacle up to twenty-seven percent (27%) of the April 2014 Common Shares; and

(ii) from the First April 2014 Anniversary up to and including the Third April 2014 Anniversary, Pinnacle (together with its Entity Affiliates) shall have the right, exercisable from time to time, by delivering written notice to the Harbinger Agent, to require each April 2014 Subscriber to sell to Pinnacle up to the Sliding Proportionate April 2014 Percentage of the April 2014 Common Shares. For purposes of this subsection, the “Sliding Proportionate April 2014 Percentage” means with respect to the

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April 2014 Common Shares an amount determined by multiplying (A) twenty-seven percent (27%) by (B) the quotient obtained by dividing (1) the total number of days between (and including) (x) the date of exercise of Pinnacle’s right to purchase the Sliding Proportionate April 2014 Percentage of the April 2014 Common Shares and (y) the Third April 2014 Anniversary, by (2) seven hundred and thirty (730). Such adjustment to the twenty-seven percent (27%) in arriving at the Sliding Proportionate April 2014 Percentage shall be referred to as the “Sliding April 2014 Common Share Adjustment”.

(b) [Intentionally omitted.]

(c) In the event of a sale, transfer or other disposition by a April 2014 Subscriber of all or any portion of the April 2014 Common Shares or the April 2014 Warrants (the April 2014 Common Shares, the April 2014 Warrants and any April 2014 Common Share PIK Securities are each referred to herein as a “April 2014 Common Share Asset” and, collectively, as the “April 2014 Common Share Assets”) to an unaffiliated third party which would cause such April 2014 Subscriber to hold less than twenty-seven percent (27%) of its original interest in any April 2014 Common Share Asset (the “Minimum April 2014 Common Share Retained Original Interest”), such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of such April 2014 Subscriber hereunder, provided, however, only in respect of such portion of the percentage of the April 2014 Common Share Asset so acquired by the transferee as relates to the shortfall in such April 2014 Subscriber’s Minimum April 2014 Common Share Retained Original Interest; provided, however that in the event of a sale, transfer or other disposition by a April 2014 Subscriber of all or any portion a April 2014 Common Share Asset to Harbinger or any of its Entity Affiliates, such transferee shall, as a condition to the completion of such sale, transfer or other disposition, assume the obligations of a April 2014 Subscriber hereunder related to the percentage of the April 2014 Common Share Asset so acquired; provided, further that the required assumption of the obligations of a April 2014 Subscriber under this Section 6.14(c) shall not apply in the case of a sale, transfer or other disposition by a April 2014 Subscriber to Pinnacle or its Entity Affiliates. An assumption of the obligations by a transferee as set forth in and required by this Section 6.14(c) shall be in writing in a form reasonably satisfactory to Pinnacle. For the avoidance of doubt, the obligation of a transferor to ensure that a transferee of a April 2014 Common Share Asset becomes subject to this Section 6.14(c) and assumes the obligations hereunder relating to such April 2014 Common Share Asset shall apply to successive sales, transfers and other dispositions of such April 2014 Common Share Asset and to subsequent transferors and transferees thereof, except in the case of a transfer to Pinnacle or its Entity Affiliates.

(d) The purchase price payable by Pinnacle (or its Entity Affiliates) to an April 2014 Subscriber for a purchase of April 2014 Common Shares under this Section 6.14 shall be an amount equal to the Loan Conversion Price (as such term is defined in the April 2014 Loan Agreement) per April 2014 Common Share being purchased (the “April 2014 Per Share Purchase Price”), subject to adjustment pursuant to Section 6.14(l).

(e) The parties shall consummate such purchase by Pinnacle from a April 2014 Subscriber (including the assignments of April 2014 Warrants contemplated by Section 6.14(f) and of April 2014 Common Share PIK Securities contemplated by Section 6.14(g)) on a

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Business Day within fifteen (15) Business Days of the giving of such written notice of exercise by Pinnacle to the Harbinger Agent. The selling April 2014 Subscriber or Pinnacle shall deliver to the Company the fully executed document(s) pursuant to which such purchase was effected, together with all information reasonably required by the Company to register the transfer of the April 2014 Common Shares and April 2014 Warrants in the Company’s stock transfer and warrant transfer records.

(f) The right of Pinnacle (together with its Entity Affiliates) to purchase April 2014 Common Shares from a April 2014 Subscriber pursuant to this Section 6.14 shall include the right of Pinnacle to acquire from such April 2014 Subscriber on the date of such purchase, at no additional cost to Pinnacle, subject to compliance with Applicable Laws, April 2014 Warrants covering the number of Common Shares equal to:

(i) (A) the number of Common Shares covered by the April 2014 Warrants in the aggregate originally issued to such April 2014 Subscriber (as such number of Common Shares may be adjusted pursuant to the terms of such April 2014 Warrants), multiplied by

(B) twenty-seven percent (27%);

(ii) multiplied by (1) the number of April 2014 Common Shares acquired by Pinnacle (and/or its Entity Affiliates) from such April 2014 Subscriber, divided by (2) the maximum number of April 2014 Common Shares that Pinnacle (and its Entity Affiliates) is entitled to acquire from such April 2014 Subscriber pursuant to Section 6.14(a) as of the date of such acquisition;

(iii) multiplied by the Sliding April 2014 Common Share Adjustment, if and as applicable;

provided, however, that, such April 2014 Warrants shall be assigned to Pinnacle and/or its Entity Affiliates notwithstanding that such assigned April 2014 Warrants have been exercised in part prior to such acquisition, and Pinnacle and/or its Entity Affiliates shall have the benefit of all remaining rights of such assigned April 2014 Warrants.

For the avoidance of doubt, any sales, transfers or other dispositions by Harbinger of any April 2014 Common Shares or April 2014 Warrants to any Persons other than Pinnacle and its Entity Affiliates shall not reduce the amount of April 2014 Warrants that Pinnacle or its Entity Affiliates are entitled to acquire pursuant to this Section 6.14(f).

(g) The right of Pinnacle (together with its Entity Affiliates) to purchase April 2014 Common Shares together with a portion of the April 2014 Warrants under this Section 6.14 shall include the right of Pinnacle (together with its Entity Affiliates) to acquire from Harbinger and its Entity Affiliates, at the time of its purchase of a portion of April 2014 Common Shares and associated April 2014 Warrants, at a purchase price and on the timing set forth below, all Securities (other than the April 2014 Warrants themselves, which shall be included in the purchase of such April 2014 Common Shares and other than Common Shares issued upon exercise of the April 2014 Warrants not in contravention of the terms of this Agreement) received by, or accrued in favour of, Harbinger and its Entity Affiliates in respect of such April 2014 Common Shares or April 2014 Warrants (or the April 2014 Advances as to which such April

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2014 Common Shares and April 2014 Warrants relate) as dividends (including, without limitation, accrued but undeclared dividends) or other payments or distributions (including interest, other than accrued interest converted pursuant to the April 2014 Loan Agreement on a April 2014 Advance) since the time Harbinger and/or its Entity Affiliates made such April 2014 Advance (the “April 2014 Common Share PIK Securities”).

(h) Pinnacle shall pay the consideration for April 2014 Common Share PIK Securities by issuing one or more promissory notes to Harbinger or its applicable Entity Affiliate:

(i) with an aggregate principal amount equal to the value of the April 2014 Common Share PIK Securities;

(ii) bearing no interest;

(iii) with the term (with payment in full being due on the last day of the term) being a period of time equal to the earliest to occur of (A) five (5) years, (B) a bona fide sale by Pinnacle of such April 2014 Common Share PIK Securities to an unaffiliated third party, or any other liquidity event involving such April 2014 Common Share PIK Securities in which cash is received in full satisfaction of such April 2014 Common Share PIK Securities (including, but not limited to, a redemption in full for cash of such April 2014 Common Share PIK Securities by the Company), or (C) a bona fide sale by Harbinger or its Entity Affiliates of all, but not less than all, of the April 2014 Common Shares related to the April 2014 Common Share PIK Securities by Harbinger or its Entity Affiliates to an unaffiliated third party, or any other liquidity event involving such April 2014 Common Shares in which cash is received in full satisfaction of such April 2014 Common Share PIK Securities; and

(iv) which shall be secured by a first priority security interest, in form and substance reasonably satisfactory to Harbinger, in the April 2014 Common Share PIK Securities.

(i) Each April 2014 Subscriber agrees, upon any exercise by Pinnacle or its Entity Affiliates of their right to acquire any April 2014 Common Share Assets of such April 2014 Subscriber, to transfer and assign good and marketable title to the relevant April 2014 Common Share Assets held by such April 2014 Subscriber to Pinnacle or its Entity Affiliates free and clear of any Liens. In the event that upon such exercise, in Pinnacle’s reasonable determination, a April 2014 Subscriber is not able to assign good and marketable title to any relevant April 2014 Common Share Asset to Pinnacle or its Entity Affiliates free and clear of Liens (such subscriber in such case, a “Proposed April 2014 Common Share Subscriber Transferor”), then in addition to all other remedies at law and/or in equity that Pinnacle and/or its Entity Affiliates may have against such Proposed April 2014 Common Share Subscriber Transferor, upon Pinnacle’s written notice to the Company (which notice shall state that Pinnacle had attempted to acquire April 2014 Common Share Assets from such Proposed April 2014 Common Share Subscriber Transferor identified in such notice in accordance with Section 6.14(a) and Section 6.14(f)), the following transactions shall be consummated so as to afford Pinnacle, to the maximum extent possible, the full benefit of its rights under Section 6.14:

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(i) Pinnacle and its Entity Affiliates shall be entitled to purchase from the Company, and the Company agrees to issue to Pinnacle and its Entity Affiliates exercising such right, a number of Common Shares equal to a number of Common Shares (the “Alternate April 2014 Common Shares”) which, when added to the holdings of Equity Securities held by Pinnacle and its Entity Affiliates would result in Pinnacle and its Entity Affiliates holding, immediately following such issuance, a percentage of the outstanding Common Shares on a Fully Diluted Basis that they would have held had they been able to purchase April 2014 Common Shares from the Proposed April 2014 Common Share Subscriber Transferor under Section 6.14(a). Notwithstanding that the Company would be obligated to issue a greater number of Alternate April 2014 Common Shares under this provision given the resulting shortfall in the number of April 2014 Common Shares that Pinnacle or its Entity Affiliate should otherwise have been able to purchase from the Proposed April 2014 Common Share Subscriber Transferor, the aggregate purchase price payable to the Company by Pinnacle or its Entity Affiliate for the Alternate April 2014 Common Shares shall be equal to the aggregate purchase price that Pinnacle or its Entity Affiliate would have paid to the Proposed April 2014 Common Share Subscriber Transferor for the April 2014 Common Shares it sought to acquire.

(ii) Any Proposed April 2014 Common Share Subscriber Transferor shall deliver to the Company (on behalf of Pinnacle and its Entity Affiliates, as applicable) amounts that are sufficient to pay all required taxes arising in connection with the issuance of any shares pursuant to Section 6.14(i)(i) by the Company to Pinnacle or its Entity Affiliates (for purposes of this Section 6.14(i)(ii), an “Indemnified Event”). Such Proposed April 2014 Common Share Subscriber Transferor shall deliver such amounts to the Company within the time period that will allow the Company to remit such taxes within the time prescribed by Applicable Law (for purposes of this Section 6.14(i)(ii), the “Remittance Date”) and the Company shall remit such taxes to the relevant Governmental Authority forthwith upon receipt of such payment from such Proposed April 2014 Common Share Subscriber Transferor. The Company shall provide evidence of such remittance to the Proposed April 2014 Common Share Subscriber Transferor and to Pinnacle or its Entity Affiliates. In the event such Proposed April 2014 Common Share Subscriber Transferor fails to deliver to the Company (on behalf of Pinnacle and its Entity Affiliates, as applicable) the taxes owing by Pinnacle or its Entity Affiliates in connection with an Indemnified Event so that the Company may remit such taxes by the Remittance Date, any such Proposed April 2014 Common Share Subscriber Transferor agrees to indemnify and hold harmless Pinnacle and its Entity Affiliates and the Company from and against any taxes, penalties and interest, including any withholding taxes and penalties and interest thereon, (for purposes of this Section 6.14(i)(ii), “Taxes”) owing in connection with such Indemnified Event. Pinnacle’s and its Entity Affiliates’ and the Company’s right to commence any claim for indemnification for Taxes owing in connection with an Indemnified Event shall survive indefinitely.

(iii) [Intentionally omitted.]

(iv) the number of Common Shares covered by each April 2014 Warrant of such Proposed April 2014 Common Share Subscriber Transferor shall be automatically reduced, and without requirement of any action on the part of such Proposed April 2014

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Common Share Subscriber Transferor, by the number of Common Shares that would have been covered by such April 2014 Warrant (or portion thereof) assigned to Pinnacle and/or its Entity Affiliates pursuant to Section 6.14(f), and the Company shall notify such Proposed April 2014 Common Share Subscriber Transferor of the calculation of such reduction, which calculation shall be conclusive absent manifest error;

(v) the Company agrees to and shall issue a warrant or warrants (each, an “Alternate April 2014 Common Share Warrant”) to Pinnacle or its Entity Affiliates, in form and substance substantially identical to the form of April 2014 Warrants issued to such Proposed April 2014 Common Share Subscriber Transferor (excluding any of the provisions as shall not be applicable to Pinnacle and its Entity Affiliates including, without limitation, any restriction on exercise and any automatic reduction in the shares covered by such warrant relating to Section 6.14(i)(iv)) covering the number of Common Shares covered by April 2014 Warrants Pinnacle and/or its Entity Affiliates sought to acquire from such Proposed April 2014 Common Share Subscriber Transferor under Section 6.14(f). An Alternate April 2014 Common Share Warrant shall be a April 2014 Warrant for all purposes of this Agreement as if Pinnacle or such Entity Affiliate had received an assignment of all or a portion of a April 2014 Warrant from a April 2014 Subscriber under Section 6.14(f); and

(vi) for greater clarity, the references to “Proposed April 2014 Common Share Subscriber Transferor” in this Section 6.14(i) shall not include Pinnacle and/or its Entity Affiliates.

(j) Each April 2014 Subscriber agrees that, during the April 2014 Lookback Period, it shall not exercise any April 2014 Warrant it holds with respect to more than:

(i) the number of such April 2014 Subscriber’s original Common Share Entitlement then exercisable under such April 2014 Warrant (as adjusted pursuant to the terms of such April 2014 Warrant); minus

(ii) the product of:

(A) twenty-seven percent (27%) of such April 2014 Subscriber’s original Common Share Entitlement then exercisable under such April 2014 Warrant (as adjusted pursuant to the terms of such April 2014 Warrant); multiplied by

(B) the Sliding April 2014 Common Share Adjustment, if and as applicable,

(the “April 2014 Common Share Unreserved Lookback Amount”).

Any attempted exercise by such April 2014 Subscriber of any portion of such April 2014 Warrant as relates to more than the April 2014 Common Share Unreserved Lookback Amount shall be null and void, of no force or effect whatsoever, and shall not be honoured by the Company.

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(k) Notwithstanding anything in this Agreement to the contrary, each April 2014 Subscriber agrees that it shall not be permitted to pledge or grant a Lien, or permit a Lien to exist, in respect of more than seventy-three percent (73%) of the April 2014 Common Shares issued to it in the Conversion (as adjusted or converted pursuant to events described in Section 6.14(l)). Any such pledge or Lien in contravention of this Section 6.14(k) shall be null and void ab initio. In addition to the legend required by Section 3.7, any and all certificates representing Securities that are subject to Pinnacle’s right to purchase under this Section 6.14 shall have endorsed thereon in bold type the following legend:

“The securities represented by this certificate are subject to an obligation on the part of the holder to transfer and assign good and marketable title to such securities free and clear of any pledges, liens, encumbrances, security interests or other charges in the event that certain parties to such Fourth Amended and Restated Shareholders Agreement exercise their right to purchase such securities in accordance with the terms and conditions of such Fourth Amended and Restated Shareholders Agreement.”

(l) If, at any time following the Conversion:

(i) the Company:

(A) subdivides (or redivides or changes) the Common Shares into a greater number of shares;

(B) consolidates (or reduces or combines) the Common Shares into a lesser number of shares; or

(C) issues Common Shares, or securities exchangeable for or convertible into Common Shares, to the outstanding Common Shares by way of stock dividend or other distribution,

the April 2014 Per Share Purchase Price shall be adjusted to equal the price determined by multiplying the April 2014 Per Share Purchase Price most recently in effect prior to such event by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such event and the denominator shall be the total number of Common Shares outstanding immediately after such event (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares immediately after such event). Upon any adjustment to the April 2014 Per Share Purchase Price pursuant to this Section 6.14(l)(i), the number of April 2014 Common Shares which are purchasable from a April 2014 Subscriber pursuant to this Section 6.14 shall be adjusted by multiplying the number of April 2014 Common Shares that were purchasable under this Section 6.14 immediately prior to such event by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately after such event (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such

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securities been exchanged for or converted into Common Shares immediately after such event) and the denominator shall be the total number of Common Shares outstanding immediately prior to such event;

(ii) the April 2014 Common Shares shall be changed into the same or a different number of shares of any class or other securities or other property (including cash), whether by capital reorganization, recapitalization, reclassification or otherwise (other than a subdivision or consolidation of shares of stock dividend or other distribution provided for above, or a consolidation, merger or amalgamation or a sale of assets provided for below), then and in each such event, Pinnacle or any of its Entity Affiliates, upon exercising its rights under this Section 6.14 after the effective date of such event, will be entitled to receive in lieu of the number of April 2014 Common Shares to which Pinnacle or its Entity Affiliates were theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property (including cash) which Pinnacle or such Entity Affiliate would have been entitled to receive as a result of such event if, on the effective date thereof, Pinnacle or such Entity Affiliate had been the registered holder of the number of April 2014 Common Shares to which Pinnacle or such Entity Affiliate was theretofore entitled upon exercise of its rights under this Section 6.14. The parties agree, acting reasonably, to make appropriate adjustments as a result of any such event in the application of the provisions set forth in this Section 6.14(l) with respect to the rights and interests thereafter of Pinnacle and its Entity Affiliates under this Section 6.14 to the end that the provisions set forth in this Section 6.14 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property (including cash) thereafter deliverable upon the exercise of Pinnacle’s and its Entity Affiliates’ rights under this Section 6.14;

(iii) there is a Reorganization, Pinnacle or any of its Entity Affiliates, upon exercising its rights under this Section 6.14 after the effective date of such Reorganization, will be entitled to receive in lieu of the number of April 2014 Common Shares to which Pinnacle or its Entity Affiliates were theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property (including cash) which Pinnacle or such Entity Affiliate would have been entitled to receive as a result of such Reorganization if, on the effective date thereof, Pinnacle or such Entity Affiliate had been the registered holder of the number of April 2014 Common Shares to which Pinnacle or such Entity Affiliate was theretofore entitled upon exercise of its rights under this Section 6.14, recognizing that post-closing adjustments may be required. The parties agree, acting reasonably, to make appropriate adjustments as a result of any such Reorganization in the application of the provisions set forth in this Section 6.14(l) with respect to the rights and interests thereafter of Pinnacle and its Entity Affiliates under this Section 6.14 to the end that the provisions set forth in this Section 6.14 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property (including cash) thereafter deliverable upon the exercise of Pinnacle’s and its Entity Affiliates’ rights under this Section 6.14; and

(iv) in the case the Company takes any action affecting the Common Shares, other than any action described in this Section 6.14(l), which in the opinion of Pinnacle would materially affect the rights of Pinnacle under this Section 6.14, the number of

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April 2014 Common Shares to which Pinnacle will be entitled under this Section 6.14 will be adjusted in an equitable manner as agreed to by Pinnacle and Harbinger, both acting reasonably.

ARTICLE 7

DEFINITIONS AND INTERPRETATION

Section 7.1 Certain Definitions.

“Add-On Securities” has the meaning set forth in Section 4.1(a)(i)(B).

“Additional Backstop Entitlement” has the meaning set forth in each Additional Backstop Warrant and each Alternate Backstop Warrant, as applicable.

“Additional Backstop Warrants” means the Harbinger Additional Backstop Warrants, the Blue Line Additional Backstop Warrants and the Breakaway Additional Backstop Warrants, and, if issued, the Alternate Backstop Warrants.

“Adjusted Majority Party Pro Rata Tag-Along Portion” has the meaning set forth in Section 3.2(b)(i).

“Administrative Services Agreement” means, to the extent executed and delivered, the Administrative Services Agreement to be negotiated and entered into pursuant to the Term Sheet dated as of August 28, 2012, between the Company and PNK Development 31, LLC, among others.

“Affected Party” has the meaning set forth in Section 3.1(a)(iii)(B).

“Affected Party U.S. Cure Period” has the meaning set forth in Section 3.1(a)(iii)(B)(1).

“Affected Party U.S. Sale Period” has the meaning set forth in Section 3.1(a)(iii)(C)(2).

“Affiliate” means, when used with reference to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the referent Person or such other Person, as the case may be. For the purposes of this definition, the term “control” when used with respect to any specified Person means the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling,” and “controlled” have meanings correlative of the foregoing.

“Agreement” has the meaning set forth in the preamble, as this Agreement may be amended or supplement from time to time.

“Alternate April Common Shares” has the meaning set forth in Section 6.14(i)(i).

“Alternate April Common Share Warrant” has the meaning set forth in Section 6.14(i)(v).

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“Alternate April 2014 Loan” has the meaning set forth in Section 6.11(i)(i).

“Alternate April 2014 Warrant” has the meaning set forth in Section 6.11(i)(v).

“Alternate Backstop Common Shares” has the meaning set forth in Section 6.5(i)(i).

“Alternate Backstop Loan” has the meaning set forth in Section 6.5(i)(i) of the Third Amended Shareholders Agreement.

“Alternate Backstop Warrant” has the meaning set forth in Section 6.5(i)(vi).

“Alternate January 2014 Common Share” has the meaning set forth in Section 6.13(i)(i).

“Alternate January 2014 Common Share Warrant” has the meaning set forth in Section 6.13(i)(v).

“Alternate January 2014 Loan” has the meaning set forth in Section 6.10(i)(i).

“Alternate January 2014 Warrant” has the meaning set forth in Section 6.10(i)(v).

“Alternate May 2013 Common Shares” has the meaning set forth in Section 6.6(i)(i).

“Alternate May 2013 Loan” has the meaning set forth in Section 6.6(i)(i) of the Third Amended Shareholders Agreement.

“Alternate May 2013 Warrant” has the meaning set forth in Section 6.6(i)(v).

“Alternate November 2013 Common Share” has the meaning set forth in Section 6.12(i)(i).

“Alternate November 2013 Common Share Warrant” has the meaning set forth in Section 6.12(i)(v).

“Alternate November 2013 Loan” has the meaning set forth in Section 6.9(i)(i).

“Alternate November 2013 Warrant” has the meaning set forth in Section 6.9(i)(v).

“Amended and Restated May 2013 Loan Agreement” means the Loan Agreement dated as of June 9, 2014, by and among the Company and the May 2013 Lenders, as the same may be further amended, restated, supplemented or otherwise modified from time to time.

“AML Programs” has the meaning set forth in Section 6.3(a)(iii).

“Annual Budget” means the annual budget for the Ho Tram Project, the First Gaming Resort or the Second Gaming Resort, as the context herein shall so require.

“Anti-Corruption Laws” has the meaning set forth in Section 6.3(a)(i).

“Anti-Money Laundering Laws” has the meaning set forth in Section 6.3(a)(iii).

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“Applicable Law” means as to any Person, the Constating Documents of such Person, and all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, ordinances, codes, or orders of any Governmental Authority, (b) any consents or approvals of any Governmental Authority, and (c) any orders, decisions, injunctions, judgments, awards, decrees of, or agreements with any Governmental Authority.

“April 2014 Advance” means a loan advance completed by an April 2014 Subscriber to the Company pursuant to the terms of the April 2014 Loan Agreement.

“April 2014 Asset” has the meaning set forth in Section 6.11(c).

“April 2014 Breakaway Warrants” means the aggregate entitlement of Global Opportunities Breakaway Ltd. under the warrant certificate(s) issued by the Company to Global Opportunities Breakaway Ltd. from time to time pursuant to section 3.2 of the April 2014 Loan Agreement, upon exercise of the warrants evidenced thereby, to a number of Common Shares up to the aggregate Common Share Entitlement(s) contained therein.

“April 2014 Common Shares” has the meaning set forth in Section 6.14(a).

“April 2014 Common Share Asset” has the meaning set forth in Section 6.14(c).

“April 2014 Common Share PIK Securities” has the meaning set forth in Section 6.14(g).

“April 2014 Common Share Unreserved Lookback Amount” has the meaning set forth in Section 6.14(j)(ii).

“April 2014 Harbinger Warrants” means the aggregate entitlement of Harbinger II S.à r.l. under the warrant certificate(s) issued by the Company to Harbinger II S.à r.l. from time to time pursuant to section 3.2 of the April 2014 Loan Agreement, upon exercise of the warrants evidenced thereby, to a number of Common Shares up to the aggregate Common Share Entitlement(s) contained therein.

“April 2014 Loan Agreement” means the Convertible Loan Agreement dated April 22, 2014, by and among the Company and the April 2014 Subscribers, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“April 2014 Lookback Period” means the period commencing on April 22, 2014, and ending on the Third April 2014 Anniversary, provided that such period as it applies to each April 2014 Subscriber shall be extended by any Funding Default Period referable to such April 2014 Subscriber.

“April 2014 Per Share Purchase Price” has the meaning set forth in Section 6.14(d).

“April 2014 PIK Securities” has the meaning set forth in Section 6.11(g).

“April 2014 Proportionate Amount” has the meaning set forth in Section 6.11(b)(i).

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“April 2014 Subscriber” means (a) each of Harbinger II S.à r.l. and Global Opportunities Breakaway Ltd. and (b) any Entity Affiliate of Harbinger II S.à r.l. or Global Opportunities Breakaway Ltd. who becomes a party to the April 2014 Loan Agreement in connection with its assumption of a portion of one or more April 2014 Advances.

“April 2014 Unreserved Lookback Amount” has the meaning set forth in Section 6.11(j).

“April 2014 Warrants” means the April 2014 Harbinger Warrants and the April 2014 Breakaway Warrants, and, if issued, the Alternate April 2014 Warrants and the Alternate April 2014 Common Share Warrants referable to such.

“Backstop Advance” means a loan advance completed by a Backstop Lender to the Company pursuant to the terms of the Backstop Loan Agreement.

“Backstop Asset” has the meaning set forth in Section 6.5(c).

“Backstop Common Shares” has the meaning set forth in Section 6.5(a).

“Backstop Lender” means (a) each of Harbinger II S.à r.l., Blue Line ACDL, Inc. and Breakaway ACDL, Inc., (b) any Entity Affiliate of Harbinger II S.à r.l., Blue Line ACDL, Inc. and/or Breakaway ACDL, Inc. who becomes a party to the Backstop Loan Agreement in connection with its assumption of a portion of one or more Backstop Advances and (c) if and when it becomes a party to the Backstop Loan Agreement or if it has made an Alternate Backstop Loan, Pinnacle and/or its Entity Affiliates.

“Backstop Loan Agreement” means the Amended and Restated Backstop Loan Agreement dated December 6, 2012, by and among the Company and the Backstop Lenders, as the same may be further amended, restated, supplemented or otherwise modified from time to time.

“Backstop Lookback Period” means the period commencing on December 6, 2012, and ending on the third anniversary of the Final Backstop Advance Date.

“Backstop Per Share Purchase Price” has the meaning set forth in Section 6.5(d).

“Backstop PIK Securities” has the meaning set forth in Section 6.5(g).

“Backstop Warrants” means collectively, the Harbinger Backstop Warrants, the Blue Line Backstop Warrants and the Breakaway Backstop Warrants.

“BIDV” means Bank for Investment and Development of Vietnam.

“BIDV Facility” means the binding term loan facility granted by BIDV and HDBank in favor of HTPCL, and all related loan and security agreements required in connection therewith, whereby BIDV and HDBank have made a binding debt funding commitment in favor of HTPCL in the amount of at least $175 million, together with any Supplemental Agreements (as therein defined) pursuant to which additional lenders join the binding term loan facility.

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“BIDV Working Capital Facility” means the contemplated $35,000,000 working capital facility with BIDV.

“Blue Line Additional Backstop Warrants” means the entitlement of Blue Line ACDL, Inc. under Amended and Restated Warrant Certificate CS-13 dated the Conversion Date, to 26,786,784 Common Shares upon exercise of the warrants evidenced thereby.

“Blue Line Backstop Warrants” means the Blue Line Original Backstop Warrants and the Blue Line Additional Backstop Warrants.

“Blue Line Minimum Warrants” means the aggregate entitlement of Credit Distressed Blue Line Master Fund, Ltd. under (a) Amended and Restated Warrant Certificate CS-18 dated the Conversion Date, to 13,065,195 Common Shares, (b) Amended and Restated Warrant Certificate CS-20 dated the Conversion Date, to 13,065,195 Common Shares and (c) Amended and Restated Warrant Certificate CS-22 dated the Conversion Date, to 19,428,015 Common Shares, in each case upon exercise of the warrants evidenced thereby.

“Blue Line Original Backstop Warrants” means the entitlement of Credit Distressed Blue Line Master Fund, Ltd. under the Third Amended and Restated Warrant Certificate CS-10 dated the Conversion Date, to 52,226,568 Common Shares upon exercise of the warrants evidenced thereby.

“Board” means the Board of Directors of the Company as constituted from time to time.

“Board Observer” has the meaning set forth in Section 2.1(b)(ii).

“Brand and License Agreement” has the meaning set forth in the Pinnacle Subscription Agreement.

“Breakaway Additional Backstop Warrants” means the entitlement of Breakaway ACDL, Inc. under Amended and Restated Warrant Certificate CS-14 dated the Conversion Date, to 5,357,356 Common Shares upon exercise of the warrants evidenced thereby.

“Breakaway Backstop Warrants” means the Breakaway Original Backstop Warrants and the Breakaway Additional Backstop Warrants.

“Breakaway Original Backstop Warrants” means the entitlement of Global Opportunities Breakaway Ltd. under the Second Amended and Restated Warrant Certificate CS-11 dated the Conversion Date, to 10,445,313 Common Shares upon exercise of the warrants evidenced thereby.

“Breakaway Warrants” means the aggregate entitlement of Global Opportunities Breakaway Ltd. under the warrant certificate(s) issued by the Company to Global Opportunities Breakaway Ltd. from time to time pursuant to section 3.2 of the November 2013 Loan Agreement, upon exercise of the warrants evidenced thereby, to a number of Common Shares up to the aggregate Common Share Entitlement(s) contained therein.

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“Business Day” means a day other than a Saturday, Sunday or other day that is a statutory or civic holiday in the Province of Ontario or in the State of New York.

“Class VI Shares” means the Class VI Preferred Shares of the Company that existed prior to the Conversion Date.

“Code” means the United States Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Common Share Entitlement” has the meaning set forth in each May 2013 Minimum Warrant, each Alternate May 2013 Warrant, each November 2013 Warrant, each Alternate November 2013 Warrant, each January 2014 Warrant, each Alternate January 2014 Warrant, each April 2014 Warrant, and each Alternate April 2014 Warrant, as applicable.

“Common Shares” means the common shares in the capital of the Company.

“Company” has the meaning set forth in the preamble.

“Company Decision” has the meaning set forth in Section 6.2(a)(v).

“Company Parties” means the affiliates or subsidiaries of the Company, whether currently in existence or created after or on April 17, 2007.

“Competitor” means any Persons or its Affiliates (a) that is or becomes engaged in the operation or management of casinos and/or hotels as a material component of its business activities, and (b) operates and/or manages 10,000 slot machines (or equivalents, such as video poker terminals) or 250 gaming tables collectively in the North America, Asia, Australia, and New Zealand regions.

“Confidential Information” means any information relating to the management, operations, marketing, distribution and financial affairs, whether or not reduced to writing, including but not limited to a formula, pattern, compilation, program, method, technique or process, or information contained or embodied in a product, device or mechanism and any research, data, know-how, analysis or plan related to the Company’s business or any other business opportunity considered by the Company, which is used, or may be used, in the Company’s trade or business, including but not limited to the Company’s business, is of value to the Company and is not generally known by competitors or other participants in that trade or business and that Confidential Information does not include information which a party can demonstrate (a) is in the public domain prior to its disclosure to such party by the Company, (b) becomes part of the public domain after its disclosure to a party without violation of any obligation of confidentiality by such party, (c) is known by such party prior to disclosure by the Company, (d) is in a recipient’s possession prior to receipt thereof from a party, (e) is disclosed to a recipient by the Company without a similar confidentiality agreement, (f) is disclosed by a party pursuant to a requirement imposed by a governmental agency or is otherwise required to be disclosed by operation of law, except that prior to such disclosure, such party shall notify the Company and give the Company the opportunity to object to such disclosure, or (g) is authorized by the Company to be disclosed or is otherwise designated by the Company as no longer subject to the provisions of Article 8.

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“Consent Sale” has the meaning set forth in Section 6.1(b).

“Constating Documents” means the Notice of Articles and Articles of the Company, together with any amendments thereto or replacements thereof.

“Construction Budget” means the construction budget for the Ho Tram Project, the First Gaming Resort or the Second Gaming Resort, as the context herein shall so require.

“Conversion” means (i) the conversion of the Series V Special Shares, the Class VI Shares and the “Outstanding Loans” (as defined in the Conversion Agreement) into Common Shares on the “Conversion Date” (as defined in the Conversion Agreement) as contemplated in the Conversion Agreement; and (ii) the optional conversion of all or any part or portion of the November 2013 Advances, the January 2014 Advances and the April 2014 Advances into Common Shares on or after such Conversion Date in accordance with the respective conversion terms of the November 2013 Loan Agreement, the January 2014 Loan Agreement and the April 2014 Loan Agreement.

“Conversion Agreement” means that certain Conversion Agreement dated as of September 23, 2013 between, inter alios, the Company, Harbinger, Pinnacle and PNK Development 31, as amended, restated or otherwise supplemented from time to time.

“Conversion Date” means June 9, 2014.

“Corresponding Issuance” has the meaning set forth in Section 6.2(b)(ii)(B).

“Debt” means, in respect of any Person (a) all debts and liabilities of the Person for borrowed money, whether incurred or assumed, (b) all guarantees, sureties and similar obligations granted by the Person, (c) any obligation evidenced by bonds, debentures, notes, or other similar instruments, (d) capital lease obligations (as determined under GAAP) of such Person, (e) any obligation secured by any lien existing on property owned or acquired by the Person, (f) any debt or liability of the Person representing the deferred acquisition cost of property or assets created or arising under any conditional sale agreement or other title retention agreement, and (g) any liabilities, contingent, unmatured or other, under indemnities or other agreements of the Person given in respect of any bankers’ acceptance, letter of credit, or letter of guarantee; provided, however, that “Debt” does not include deferred taxes or obligations to trade creditors (including employees) incurred in the ordinary course of business.

“December 2010 Letter Agreement” has the meaning set forth in Section 6.8.

“Derivative Instrument” has the meaning set forth in Section 3.2(f)(iii).

“Divestiture Trust” means a divestiture trust for the benefit of the party that is Transferring its Securities to such trust as is permitted by the applicable Gaming Authority to remediate any Gaming Problem.

“Drag-Along Notice” has the meaning set forth in Section 3.3(b).

“Drag-Along Transaction” has the meaning set forth in Section 3.3(a)(i).

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“Encumbrances” means all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, excluding licenses to intellectual property.

“Entity Affiliate” has the meaning set forth in Section 3.1(a)(ii).

“Environmental Law” means any and all applicable foreign, federal, provincial, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants.

“Equity Securities” means any series or class of shares or equity securities of the Company, including the Common Shares and any series or class of shares, or any options, warrants, rights or other instruments or securities that are directly or indirectly (and whether or not on a contingency) convertible into, or exercisable or exchangeable for, any shares or equity securities of the Company, including Common Shares (whether or not such derivative securities are issued by the Company).

“Equity Voting Power” means the aggregate number of votes represented by (a) the Voting Securities of the Company outstanding on the date of any relevant determination of the “Equity Voting Power” (including, but not limited to the Common Shares), (b) the shares underlying the vested portion of the Pinnacle Option, but excluding any unvested portion of the Pinnacle Option and (c) the shares underlying any outstanding warrants (but excluding any warrants which are outstanding but not yet exercisable on the date of any relevant determination of the “Equity Voting Power”).

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time and the rules and regulations promulgated thereunder.

“Executive Committee” has the meaning set forth in Section 2.1(d)(ii).

“Existing Shareholders Agreement” means the Amended and Restated Shareholders’ Agreement, dated April 15, 2010 (as amended to date), by and among the other shareholder signatories thereto.

“Exit Sale” has the meaning set forth in Section 3.4(a).

“Exit Sale Purchaser” has the meaning set forth in Section 3.4(a).

“Export Control and Economic Sanctions Laws” has the meaning set forth in Section 6.3(a)(ii).

“Final Backstop Advance Date” has the meaning set forth in the Backstop Loan Agreement.

“Final May 2013 Advance Date” has the meaning ascribed to the term “Final Advance Date” in the May 2013 Loan Agreement.

“Financing Need Recommendation” has the meaning set forth in Section 2.1(d)(iv).

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“Financing Securities” has the meaning set forth in Section 6.3(b)(ii).

“First Amended Shareholders Agreement” has the meaning set forth in the recitals.

“First Anniversary” has the meaning set forth in Section 6.2(b)(ii)(B)(1).

“First April 2014 Anniversary” means, with respect any April 2014 Subscriber, the first anniversary of the earlier of (a) the date such April 2014 Subscriber completes its funding under and pursuant to the April 2014 Loan Agreement and (b) the date upon which the Company terminates the obligation to make all or any remaining portion of the April 2014 Advance(s) that have not been advanced by, or for and on behalf of, such April 2014 Subscriber as if that date, whether unilaterally or with the written agreement of such April 2014 Lender.

“First Backstop Anniversary” means, with respect any Backstop Lender, the first anniversary of the Final Backstop Advance Date.

“First Gaming Resort” means the gaming resort on Zone A of the Ho Tram Project, otherwise known as the gaming resort on “Zone A-1” and “Zone A-2” of the Ho Tram Project.

“First January 2014 Anniversary” means, with respect any January 2014 Subscriber, the first anniversary of the earlier of (a) the later of (i) the January 2014 Second Advance Date and (ii) the date such January 2014 Subscriber completes its funding under and pursuant to the January 2014 Loan Agreement and (b) the date upon which the Company terminates the obligation to make all or any remaining portion of the January 2014 Advance(s) that have not been advanced by, or for and on behalf of, such January 2014 Subscriber as if that date, whether unilaterally or with the written agreement of such January 2014 Lender.

“First May 2013 Anniversary” means, with respect any May 2013 Lender, the first anniversary of the Final May 2013 Advance Date.

“First November 2013 Anniversary” means, with respect any November 2013 Subscriber, November 21, 2014.

“Force Majeure” means an act of God, act of state, labor dispute, shortage of labor or materials, natural or man-made disaster or other casualty, taking, civil commotion, riot, mob violence, insurrection, malicious mischief, sabotage, rebellion, act of public enemy, terrorism, war, invasion, embargo, infectious disease, material disruption in airline or other transportation systems, act of a governmental authority in its sovereign capacity, local, regional or world threats or outbreak of epidemic or pandemic disease(s), travel advisories or alerts issued by any governmental authority or any international agency or body or any other cause beyond the reasonable control of the Person to which such condition relates, including any material and adverse changes in general economic or market conditions directly or indirectly resulting from the foregoing conditions, but excluding the inability of a Person to meet its financial obligations.

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“Fully Diluted Basis” means the aggregate number of Common Shares¹, assuming the issuance, conversion or exercise (as the case may be) into Common Shares of any and all options (including the vested portion of such options, including the Pinnacle Option, but excluding any unvested portion of such options, including the Pinnacle Option), warrants (but excluding any outstanding warrants, including any outstanding May 2013 Minimum Warrants, November 2013 Warrants, January 2014 Warrants and April 2014 Warrants to the extent not yet exercisable on the date of any relevant determination of the number of Common Shares on a “Fully Diluted Basis”) and convertible or exchangeable securities issued by the Company (excluding the November 2013 Advances, the January 2014 Advances and the April 2014 Advances), in accordance with their respective terms.

“Future Funding Committee” has the meaning set forth in Section 2.1(d)(iv).

“GAAP” means generally accepted accounting principles in Canada consistently applied throughout the specified period and in the immediately prior comparable period.

“Gaming” means to deal, operate, carry on, conduct, maintain or expose for play any casino games of chance, gaming devices and other gaming activities in accordance with applicable Gaming Laws.

“Gaming Authority” means those national, state, local, and other governmental, regulatory, and administrative authorities, agencies, boards, commissions and officials responsible for or involved in the regulation of gaming or gaming activities or the interpretation or enforcement of Gaming Laws, whether in Vietnam or in any other jurisdiction of the world to which the Company, Harbinger or its Entity Affiliates, or Pinnacle or PEI or its Entity Affiliates, is subject.

“Gaming Laws” means those laws pursuant to which any Gaming Authority possesses regulatory, licensing, or permit authority over gaming, whether in Vietnam or in any other jurisdiction of the world, and any Gaming License and/or other approval granting to the Company, Harbinger or Pinnacle or any of their respective Entity Affiliates the ability to conduct Gaming activities, as any of the same may be amended from time to time.

“Gaming License” means any concession, certificate, decree, license, permit, approval, authorization, registration, finding of suitability, franchise, or entitlement issued by any Gaming Authority or Governmental Authority necessary for or relating to the conduct of activities under any Gaming Laws.

“Gaming Problem” means any circumstance such that a party’s participation in the Ho Tram Project is deemed likely, based on verifiable information or information received from any Gaming Authority or otherwise, to preclude or materially delay, impede, or impair the ability of such party or any other party to this Agreement or any of their respective Entity Affiliates, or any business entity with respect to which such party, such other party to this Agreement or such Entity Affiliate holds a Gaming License, to obtain or retain any Gaming License (whether upon

¹  Note to Draft: Delete if Class VII Non-Voting Shares will no longer be issuable upon exercise of warrants or other securities.

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initial grant, renewal or otherwise), or to result in the imposition of disciplinary action, including without limitation financial penalties or materially burdensome terms, limitations and conditions on any Gaming License.

“Governmental Authority” means the government of the United States of America, Canada or Vietnam or any other foreign government and, in each such case, any state, commonwealth, territory, county or municipality thereof, or the government of any political subdivision of any of the foregoing, or any authority, agency, ministry, court or other similar body exercising executive, legislative, judicial, regulatory or administrative authority of such government.

“Harbinger” has the meaning set forth in the preamble.

“Harbinger Additional Backstop Warrants” means the entitlement of Harbinger II S.à r.l. under Amended and Restated Warrant Certificate CS-12 dated the Conversion Date, to 57,145,140 Common Shares upon exercise of the warrants evidenced thereby.

“Harbinger Agent” has the meaning set forth in the Backstop Loan Agreement.

“Harbinger Backstop Warrants” means the Harbinger Original Backstop Warrants and the Harbinger Additional Backstop Warrants.

“Harbinger Warrants” means the aggregate entitlement of Harbinger II S.à r.l. under the warrant certificate(s) issued by the Company to Harbinger II S.à r.l. from time to time pursuant to section 3.2 of the November 2013 Loan Agreement, upon exercise of the warrants evidenced thereby, to a number of Common Shares up to the aggregate Common Share Entitlement(s) contained therein.

“Harbinger Common Share Parties” means Harbinger II, S.à r.l., Credit Distressed Blue Line Master Fund, Ltd. and Global Opportunities Breakaway Ltd.

“Harbinger Director” has the meaning set forth in Section 2.1(a)(i)(A)(1).

“Harbinger Minimum Warrants” means the aggregate entitlement of Harbinger II S.à r.l. under (a) Amended and Restated Warrant Certificate CS-17 dated the Conversion Date, to 67,683,298 Common Shares, (b) Amended and Restated Warrant Certificate CS-19 dated the Conversion Date, to 67,683,298 Common Shares and (c) Amended and Restated Warrant Certificate CS-21 dated the Conversion Date, to 61,320,478 Common Shares, in each case upon exercise of the warrants evidenced thereby.

“Harbinger Original Backstop Warrants” means the entitlement of Harbinger II S.à r.l. under the Second Amended and Restated Warrant Certificate CS-9 dated the Conversion Date, to 111,416,678 Common Shares upon exercise of the warrants evidenced thereby.

“Harbinger Subscription Agreements” means the historical subscription and exchange agreements made between the Company and the Harbinger Common Share Parties and/or their predecessors in interest, pursuant to which the Harbinger Common Share Parties or their predecessors in interest acquired securities of the Company or pursuant to which securities have

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been converted, exercised or exchanged, and includes for greater certainty the 2011 Harbinger Subscription Agreement.

“HDBank” means Housing Development Commercial Joint Stock Bank.

“Ho Tram Project” means the development of Ho Tram resort, an entertainment tourism and international conference center complex located on the Ho Tram Strip property in Phuoc Thuan Village, Xuyen Moc District, Ba Ria–Vung Tau Province, Vietnam.

“HTPCL” means Ho Tram Project Company Limited.

“Indebtedness” means, as to any Person (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt securities), (b) any obligation evidenced by bonds, debentures, notes, or other similar instruments, (c) capital lease obligations (as determined under GAAP) of such Person, (d) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business, (e) indebtedness of others secured by an encumbrance on the property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person, (f) obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person, and (g) indebtedness of others guaranteed of such Person.

“Independent Committee” has the meaning set forth in Section 2.1(d)(v).

“Independent Director” means an independent, neutral and impartial Individual member of the Board who: (a) is not otherwise disqualified to act as a director under the provisions of Section 124 of the Business Corporations Act (British Columbia), and (b) has no material relationship (or has not had any material relationship within the last three (3) years) with the Company or its Affiliates (other than in his capacity as a director) or with any shareholder of the Company who owns more than five percent (5%) of any class of capital stock of the Company (or its Affiliates) including, but not limited to, Harbinger and Pinnacle, or any of their respective Affiliates, such that the relationship could reasonably be expected to interfere with the exercise of such director’s independent judgment.

“Individual” shall mean a natural person, whether acting for himself or herself, or in a representative capacity.

“Investment Certificate” means the investment certificate dated March 12, 2008, as amended from time to time, granted to HTPCL by the Government of Vietnam in respect of the Ho Tram Lands.

“Issuance Notice” has the meaning set forth in Section 4.1(c).

“January 2014 Advance” means a loan advance completed by a January 2014 Subscriber to the Company pursuant to the terms of the January 2014 Loan Agreement.

“January 2014 Asset” has the meaning set forth in Section 6.10(c).

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“January 2014 Breakaway Warrants” means the aggregate entitlement of Global Opportunities Breakaway Ltd. under the warrant certificate(s) issued by the Company to Global Opportunities Breakaway Ltd. from time to time pursuant to section 3.2 of the January 2014 Loan Agreement, upon exercise of the warrants evidenced thereby, to a number of Common Shares up to the aggregate Common Share Entitlement(s) contained therein.

“January 2014 Common Share” has the meaning set forth in Section 6.13(a).

“January 2014 Common Share Asset” has the meaning set forth in Section 6.13(c).

“January 2014 Common Share PIK Securities” has the meaning set forth in Section 6.13(g).

“January 2014 Common Share Unreserved Lookback Amount” has the meaning set forth in Section 6.13(j)(ii).

“January 2014 Harbinger Warrants” means the aggregate entitlement of Harbinger II S.à r.l. under the warrant certificate(s) issued by the Company to Harbinger II S.à r.l. from time to time pursuant to section 3.2 of the January 2014 Loan Agreement, upon exercise of the warrants evidenced thereby, to a number of Common Shares up to the aggregate Common Share Entitlement(s) contained therein.

“January 2014 Loan Agreement” means the Convertible Loan Agreement dated January 17, 2014, by and among the Company and the January 2014 Subscribers, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“January 2014 Lookback Period” means the period commencing on January 17, 2014, and ending on the third anniversary of the January 2014 Second Advance Date, provided that such period as it applies to each January 2014 Subscriber shall be extended by any Funding Default Period referable to such January 2014 Subscriber.

“January 2014 Per Share Purchase Price” has the meaning set forth in Section 6.13(d).

“January 2014 PIK Securities” has the meaning set forth in Section 6.10(g).

“January 2014 Proportionate Amount” has the meaning set forth in Section 6.10(b)(i).

“January 2014 Second Advance Date” has the meaning ascribed to the term “Second Advance Date” in the January 2014 Loan Agreement.

“January 2014 Subscriber” means (a) each of Harbinger II S.à r.l. and Global Opportunities Breakaway Ltd. and (b) any Entity Affiliate of Harbinger II S.à r.l. or Global Opportunities Breakaway Ltd. who becomes a party to the January 2014 Loan Agreement in connection with its assumption of a portion of one or more January 2014 Advances.

“January 2014 Tranche” has the meaning ascribed to the term “Tranche” in the January 2014 Loan Agreement.

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“January 2014 Unreserved Lookback Amount” has the meaning set forth in Section 6.10(j).

“January 2014 Warrants” means the January 2014 Harbinger Warrants and the January 2014 Breakaway Warrants, and, if issued, the Alternate January 2014 Warrants and the Alternate January 2014 Common Share Warrants referable to such.

“Key Employee” has the meaning set forth in Section 6.1(a)(xv).

“Lease” means the fifty (50) year lease of the Ho Tram Lands granted to HTPCL pursuant to a lease agreement dated May 21, 2008, between HTPCL and the People’s Committee of Ba Ria – Vung Tau Province.

“Liens” has the meaning set forth in Section 6.5(i).

“Liquidity Event” means a “going public” transaction by the Company (including, without limitation, the Common Shares becoming listed on a stock exchange or stock market).

“Look Back Portion” has the meaning set forth in Section 6.2(b)(ii)(B)(3)(b).

“Majority Party” means whichever of Harbinger or Pinnacle (together with their respective Entity Affiliates) owns the majority of the Equity Voting Power collectively held by Harbinger and Pinnacle (together with their respective Entity Affiliates) at such time of determination.

“Majority Party Cure Period” has the meaning set forth in Section 3.1(a)(iii)(A)(1).

“Majority Party Sale Period” has the meaning set forth in Section 3.1(a)(iii)(A)(2).

“Material Adverse Effect” means, with respect to any event, matter or circumstance, any change or effect that individually or when taken together with all other changes or effects that have occurred during any relevant period of time before the determination of the occurrence of that change or effect, is or is reasonably likely to (a) be materially adverse to the business, operations, results of operations, prospects, assets, liabilities or financial condition of the Company and its Subsidiaries on a consolidated basis, (b) cause the review of the Investment Certificate for a purpose that would be materially adverse to the Company or its Subsidiaries, the revocation of the Investment Certificate or the imposition of a burdensome condition or restriction on the Investment Certificate by a Governmental Authority, or (c) cause the Ho Tram Project to be suspended, materially delayed or cancelled.

“May 2013 Advance” means a loan advance completed by a May 2013 Harbinger Lender to the Company pursuant to the terms of the May 2013 Loan Agreement.

“May 2013 Asset” has the meaning set forth in Section 6.6(c).

“May 2013 Common Shares” has the meaning set forth in Section 6.6(a).

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“May 2013 Harbinger Lender” means (a) each of Harbinger II S.à r.l. and Credit Distressed Blue Line Master Fund, Ltd. and (b) any Entity Affiliate of Harbinger II S.à r.l. or Credit Distressed Blue Line Master Fund, Ltd. who becomes a party to the May 2013 Loan Agreement in connection with its assumption of a portion of one or more May 2013 Advances.

“May 2013 Lenders” means (a) each May 2013 Harbinger Lender and (b) Pinnacle and/or its Entity Affiliates (including, without limitation, if it has made an Alternate May 2013 Loan).

“May 2013 Loan Agreement” means the Loan Agreement dated May 24, 2013, by and among the Company and the May 2013 Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time, including the amendment executed on July 12, 2013 and the Amended and Restated May 2013 Loan Agreement.

“May 2013 Lookback Period” means the period commencing on May 24, 2013, and ending on the third anniversary of the Final May 2013 Advance Date.

“May 2013 Minimum Warrants” means the Harbinger Minimum Warrants and the Blue Line Minimum Warrants, and, if issued, the Alternate May 2013 Warrants referable to such.

“May 2013 Per Share Purchase Price” has the meaning set forth in Section 6.6(d).

“May 2013 PIK Securities” has the meaning set forth in Section 6.6(g).

“May 2013 Tranche” has the meaning ascribed to the term “Tranche” in the May 2013 Loan Agreement.

“Minimum April 2014 Common Share Retained Original Interest” has the meaning set forth in Section 6.14(c).

“Minimum April 2014 Retained Original Interest” has the meaning set forth in Section 6.11(c).

“Minimum Backstop Retained Original Interest” has the meaning set forth in Section 6.5(c).

“Minimum January 2014 Common Share Retained Original Interest” has the meaning set forth in Section 6.13(c).

“Minimum January 2014 Retained Original Interest” has the meaning set forth in Section 6.10(c).

“Minimum May 2013 Retained Original Interest” has the meaning set forth in Section 6.6(c).

“Minimum November 2013 Common Share Retained Original Interest” has the meaning set forth in Section 6.12(c).

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“Minimum November 2013 Retained Original Interest” has the meaning set forth in Section 6.9(c).

“Minority Party” means whichever of Harbinger or Pinnacle (together with their respective Entity Affiliates) owns the minority of the Equity Voting Power collectively held by Harbinger and Pinnacle (together with their respective Entity Affiliates) at such time of determination.

“Minority Party Cure Period” has the meaning set forth in Section 3.1(a)(iii)(D)(1).

“Minority Party Sale Period” has the meaning set forth in Section 3.1(a)(iii)(A)(4).

“Minority Party Vietnam Sale Period” has the meaning set forth in Section 3.1(a)(iii)(D)(2).

“New Class of Securities” has the meaning set forth in Section 4.1(a)(i)(A).

“Non-Affected Party” has the meaning set forth in Section 3.1(a)(iii)(B).

“Non-Affected Party U.S. Cure Period” has the meaning set forth in Section 3.1(a)(iii)(C)(1).

“Non-Qualified Person” means a Person that is themselves or is an Affiliate or associate of, (a) a Person controlled by, or associated with organized crime, or a Person convicted of an indictable offense, (b) a Person with whom contracting or conducting business based on the identity of such Person’s owners or officers, directors or executive employees or officers, directors or executive employees of such owners would represent a violation of Applicable Laws, or (c) a Person otherwise generally recognized in the business community as being a person, firm, or corporation with whom neither a prudent business person nor a reasonable financial institution would wish to associate in a commercial venture such as the Ho Tram Project.

“November 2013 Advance” means a loan advance completed by a November 2013 Subscriber to the Company pursuant to the terms of the November 2013 Loan Agreement.

“November 2013 Asset” has the meaning set forth in Section 6.9(c).

“November 2013 Common Share” has the meaning set forth in Section 6.12(a).

“November 2013 Common Share Asset” has the meaning set forth in Section 6.12(c).

“November 2013 Common Share PIK Securities” has the meaning set forth in Section 6.12(g).

“November 2013 Common Share Unreserved Lookback Amount” has the meaning set forth in Section 6.12(j)(ii).

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“November 2013 Loan Agreement” means the Convertible Loan Agreement dated November 21, 2013, by and among the Company and the November 2013 Subscribers, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“November 2013 Lookback Period” means the period commencing on November 21, 2013, and ending on November 21, 2016.

“November 2013 Per Share Purchase Price” has the meaning set forth in Section 6.12(d).

“November 2013 PIK Securities” has the meaning set forth in Section 6.9(g).

“November 2013 Proportionate Amount” has the meaning set forth in Section 6.9(b)(ii).

“November 2013 Subscriber” means (a) each of Harbinger II S.à r.l. and Global Opportunities Breakaway Ltd. and (b) any Entity Affiliate of Harbinger II S.à r.l. or Global Opportunities Breakaway Ltd. who becomes a party to the November 2013 Loan Agreement in connection with its assumption of a portion of one or more November 2013 Advances.

“November 2013 Unreserved Lookback Amount” has the meaning set forth in Section 6.9(j).

“November 2013 Warrants” means the Harbinger Warrants and the Breakaway Warrants, and, if issued, the Alternate November 2013 Warrants and the Alternate November 2013 Common Share Warrants referable to such.

“OFAC” has the meaning set forth in Section 6.3(a)(ii).

“Opening Date” means the date on which the Second Gaming Resort, or any portion thereof, is open to the general public.

“Operating Committee” has the meaning set forth in Section 2.1(d)(iii).

“Original Backstop Warrants” means the Blue Line Original Backstop Warrants, the Breakaway Original Backstop Warrants and the Harbinger Original Backstop Warrants.

“Original Shareholders Agreement” has the meaning set forth in the recitals.

“PEI” means Pinnacle Entertainment, Inc. or its successor or any parent entity thereof.

“Permitted Encumbrances” means (a) mechanics’, warehousemen’s, materialmens’, contractors’ and workmens’ liens, and other similar Encumbrances arising in the ordinary course for obligations that are not delinquent, (b) liens for current taxes and other statutory liens and trusts not yet due and payable or that are being contested in good faith provided there are adequate reserves maintained therefore, (c) liens, pledges or deposits incurred or made in connection with workmen’s compensation, unemployment insurance and other social security benefits, or securing the performance of bids, tenders, statutory obligations, progress payments, surety and appeal bonds and other obligations of like nature, in each case incurred in the ordinary course of business consistent with past practice, and (d) liens and other Encumbrances that are

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immaterial in character, amount and extent and which do not materially detract from the value or materially interfere with the present or proposed use of the properties they affect.

“Person” means any individual, corporation, co-operative, partnership, limited partnership, firm, unincorporated association, joint venture, syndicate, trust (including a business trust), estate, succession, governmental body, or other form of entity or organization of any nature whatsoever.

“PIK Securities” has the meaning set forth in Section 6.2(b)(iii)(B)(6).

“Pinnacle” has the meaning set forth in the preamble.

“Pinnacle Advance” has the meaning set forth in the May 2013 Loan Agreement.

“Pinnacle Advisor” has the meaning set forth in Section 2.2.

“Pinnacle Backstop Warrants” means the aggregate entitlement of Pinnacle under (a) Amended and Restated Warrant Certificate CS-15 dated the Conversion Date, to 39,875,634 Common Shares and (b) Amended and Restated Warrant Certificate CS-16 dated the Conversion Date, to 24,439,905 Common Shares, in each case upon exercise of the warrants evidenced thereby.

“Pinnacle Director” has the meaning set forth in Section 2.1(a)(i)(A)(1).

“Pinnacle Management Agreement” means the Resort Management Agreement entered into on August 8, 2011, between HTPCL and PNK (VN), Inc. concerning the management of the Second Gaming Resort.

“Pinnacle Option” means the option to purchase Common Shares granted to Pinnacle pursuant to the Amended and Restated Stock Option Agreement dated as of August 29, 2012, between the Company and PNK Development 31, LLC, as amended, restated and/or otherwise modified from time to time.

“Pinnacle Subscription Agreement” means that certain Share Subscription Agreement, dated as of May 25, 2011, between the Company and PNK Development 18, LLC, as amended, restated and/or otherwise modified from time to time.

“PNK Development 31” has the meaning set forth in the preamble.

“PNK Prepayment” has the meaning set forth in the Backstop Loan Agreement, the May 2013 Loan Agreement, the November 2013 Loan Agreement, the January 2014 Loan Agreement, and the April 2014 Loan Agreement as the context may require.

“Policy” means the Anti-Corruption Policy attached hereto as Schedule “E”.

“Preemptive Person” has the meaning set forth in Section 4.1(a).

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“Preemptive Securities” means Securities issued after the date hereof other than (a) Equity Securities issued pursuant to share dividends, share splits or similar transactions undertaken in accordance with this Agreement, (b) options or Equity Securities issued pursuant to the Stock Option Plan to full time employees of the Company or its Subsidiaries, (c) Equity Securities, options or warrants of the Company or the Company Parties issued in connection with corporate partnering, strategic alliance, technology transfer, equipment financing, leasing, commercial credit or similar transactions representing up to an aggregate of ten percent (10%) of the Common Shares on a Fully Diluted Basis and with the approval of the Board, where such transactions do not have the raising of capital as a primary objective and provided that the securities so issued rank pari passu with the Common Shares, (d) Equity Securities, options or warrants of the Company or Company Parties issued in connection with bona fide acquisitions, mergers or similar transactions representing up to an aggregate of ten percent (10%) of the Common Shares on a Fully Diluted Basis with the approval of the Board, where such transactions do not have the raising of capital as a primary objective and provided that the securities so issued rank pari passu with the Common Shares, (e) Equity Securities or Debt of the Company Parties issued to the Company, (f) Equity Securities issued pursuant to a Liquidity Event, provided that the Liquidity Event results in the acquisition of Equity Securities on a Fully Diluted Basis representing more than twenty percent (20%) of aggregate entitlement upon liquidation or dissolution of the Company of all Equity Securities of the Company and provided that the consideration to be raised and paid to the Company in connection with the Liquidity Event is not less than US$100 million, (g) any public offering of Equity Securities or any public offering of Debt subsequent to the occurrence of a Liquidity Event in which the consideration to be raised and paid to the Company in connection such event is not less than US$100 million, and (h) the Pinnacle Option and the shares underlying the Pinnacle Option.

“Preemptive Security Purchase Securities” has the meaning set forth in Section 4.1(b).

“Principal Shareholders” has the meaning set forth in the Existing Shareholders Agreement.

“Pro Rata Drag-Along Portion” has the meaning set forth in Section 3.3(a)(i).

“Pro Rata Preemptive Portion” has the meaning set forth in Section 4.1(a)(i).

“Pro Rata Tag-Along Portion” has the meaning set forth in Section 3.2(b)(iii).

“Proposed April 2014 Common Share Subscriber Transferor” has the meaning set forth in Section 6.14(i).

“Proposed April 2014 Subscriber Transferor” has the meaning set forth in Section 6.11(i).

“Proposed January 2014 Common Share Subscriber Transferor” has the meaning set forth in Section 6.13(i).

“Proposed January 2014 Subscriber Transferor” has the meaning set forth in Section 6.10(i).

“Proposed May 2013 Lender Transferor” has the meaning set forth in Section 6.6(i).

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“Proposed November 2013 Common Share Subscriber Transferor” has the meaning set forth in Section 6.12(i).

“Proposed November 2013 Subscriber Transferor” has the meaning set forth in Section 6.9 (i).

“Proposed Transferor Backstop Lender” has the meaning set forth in Section 6.5(i).

“Purchase Price” has the meaning set forth in Section 3.1(a)(iii)(A)(5).

“Qualified IPO” means the first completion of an underwritten public offering for capital raising purposes that results in (a) each of (i) aggregate net proceeds of at least US$75 million to the Company and (ii) the issuance of Equity Securities which represent, immediately following such issuance, at least fifteen (15%) of the Common Shares on a Fully Diluted Basis, and (b) the listing of the Common Shares on a stock exchange or stock market.

“Related Party” means the Majority Party and any Significant Party.

“Reorganization” has the meaning set forth in Section 6.5(l)(iii).

“ROFN Buyer” has the meaning set forth in Section 3.5(a).

“ROFN Definitive Documentation Period” has the meaning set forth in Section 3.5(c).

“ROFN Notice” has the meaning set forth in Section 3.5(a).

“ROFN Period” has the meaning set forth in Section 3.5(a).

“ROFN Seller” has the meaning set forth in Section 3.5(a).

“ROFN Transaction” has the meaning set forth in Section 3.5(a).

“Scope” means the overall scope of the First Gaming Resort or the Second Gaming Resort, as applicable, which shall include without limitation all major elements and amenities of the resort such as (a) the design and square footage of the casino floor, (b) the minimum number of slot machines (or equivalents) and table games, (c) the minimum number of hotel floors, (d) the minimum, design, square footage and number of hotel rooms and separate bungalows (including number of suites), (e) the number, square footage, theme of restaurants, bars and nightclubs, (f) the square footage, location, number of retail space, (g) the square footage of any convention space, (h) the overall size, seating and production capacity and design of any venues for live concert or events, (i) the square footage, design and capacity of spa, pools and recreation facilities and amenities, (j) the size and capacity of public and employee parking structures, together with all exterior features, and (k) all on-site and off-site improvements and infrastructure related thereto.

“SEC” means the United States Securities and Exchange Commission.

“Second Amended Shareholders Agreement” has the meaning set forth in the recitals.

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“Second Gaming Resort” means the second gaming resort of the Ho Tram Project.

“Section 116 Certificate” has the meaning set forth in Section 3.6.

“Securities” means any Equity Security, Debt of the Company, or other interest or participation in Equity Securities or Debt of the Company, or any combination of any of the foregoing.

“Securities Act” means the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Series V Special Shares” means the Special Shares Series V of the Company that existed prior to the Conversion Date.

“Significant Party” means any Person (together with its Entity Affiliates) that owns twenty percent (20%) or more of the voting power of the outstanding Voting Securities at any such time.

“Sliding April 2014 Adjustment” has the meaning set forth in Section 6.11(a)(ii).

“Sliding April 2014 Common Share Adjustment” has the meaning set forth in Section 6.14(a)(ii).

“Sliding Backstop Adjustment” has the meaning set forth in Section 6.5(a)(ii).

“Sliding January 2014 Adjustment” has the meaning set forth in Section 6.10(a)(ii).

“Sliding January 2014 Common Share Adjustment” has the meaning set forth in Section 6.13(a)(ii).

“Sliding Look Back Adjustment” has the meaning set forth in Section 6.2(b)(ii)(B)(2).

“Sliding Look Back Portion” has the meaning set forth in Section 6.2(b)(ii)(B)(2).

“Sliding May 2013 Adjustment” has the meaning set forth in Section 6.6(a)(ii).

“Sliding November 2013 Adjustment” has the meaning set forth in Section 6.9(a)(ii).

“Sliding November 2013 Common Share Adjustment” has the meaning set forth in Section 6.12(a)(ii).

“Sliding Proportionate April 2014 Amount” has the meaning set forth in Section 6.11(a)(ii).

“Sliding Proportionate April 2014 Percentage” has the meaning set forth in Section 6.14(a)(ii).

“Sliding Proportionate Backstop Percentage” has the meaning set forth in Section 6.5(a)(ii).

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“Sliding Proportionate January 2014 Amount” has the meaning set forth in Section 6.10(a)(ii).

“Sliding Proportionate January 2014 Percentage” has the meaning set forth in Section 6.13(a)(ii).

“Sliding Proportionate May 2013 Percentage” has the meaning set forth in Section 6.6(a)(ii).

“Sliding Proportionate November 2013 Amount” has the meaning set forth in Section 6.9 (a)(ii).

“Sliding Proportionate November 2013 Percentage” has the meaning set forth in Section 6.12(a)(ii).

“Standard” means the plans, specifications, and standards for the design, construction, development, outfitting, and equipping of the hotel and the casino on the First Gaming Resort or the Second Gaming Resort, as applicable, including without limitation the quality of the building type, interior build-out, interior and exterior finishes and amenities (which in the case of the First Gaming Resort shall in general be at a world-class international luxury standard and in the case of the Second Gaming Resort shall in general be at standard specified in the Brand and License Agreement), all as developed by the Company and the operator of such gaming resort, the applicable architect, and the applicable interior designer, as supplemented or modified from time to time, and as approved by the Company, which in all events shall comply with the applicable standard(s) set forth in the applicable management agreement.

“Stock Option Plan” means the Company’s currently in force stock option plan, dated as of October 14, 2006, pursuant to which the Company is authorized to grant options for the purchase of no more than fifteen percent (15%) of the issued and outstanding Common Shares from time to time.

“Subsequent Transfer” has the meaning set forth in Section 3.2(f)(ii).

“Subsidiary” means, with respect to a Person, each other Person in which such Person owns, directly or indirectly, capital stock or other equity interests representing more than fifty percent (50%) of the outstanding capital stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such other Person.

“Supplemental Agreement” means the Supplemental Agreement, dated as of July 13, 2010 by and between the Company and Harbinger Capital Investments S.a.r.l.

“Tag-Along Acceptance Notice” has the meaning set forth in Section 3.2(a)(iii).

“Tag-Along Notice” has the meaning set forth in Section 3.2(a)(ii).

“Tag-Along Party” has the meaning set forth in Section 3.2.

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“Tag-Along Sale” has the meaning set forth in Section 3.2.

“Tag-Along Security” has the meaning set forth in Section 3.2.

“Third Amended Shareholders Agreement” has the meaning set forth in the recitals.

“Third Anniversary” has the meaning set forth in Section 6.2(b)(ii)(B)(2).

“Third April 2014 Anniversary” means, with respect to any April 2014 Subscriber, the third anniversary of the earlier of (a) the date such April 2014 Subscriber completes its funding under and pursuant to the April 2014 Loan Agreement and (b) the date upon which the Company terminates the obligation to make all or any remaining portion of the April 2014 Advance(s) that have not been advanced by, or for and on behalf of, such April 2014 Subscriber as of that date, whether unilaterally or with the written agreement of such April 2014 Subscriber.

“Third Backstop Anniversary” means, with respect to any Backstop Lender, the third anniversary of the Final Backstop Advance Date.

“Third January 2014 Anniversary” means, with respect to any January 2014 Subscriber, the third anniversary of the earlier of (a) the later of (i) the January 2014 Second Advance Date and (ii) the date such January 2014 Subscriber completes its funding under and pursuant to the January 2014 Loan Agreement and (b) the date upon which the Company terminates the obligation to make all or any remaining portion of the January 2014 Advance(s) that have not been advanced by, or for and on behalf of, such January 2014 Subscriber as of that date, whether unilaterally or with the written agreement of such January 2014 Subscriber.

“Third May 2013 Anniversary” means, with respect to any May 2013 Lender, the third anniversary of the Final May 2013 Advance Date.

“Third November 2013 Anniversary” means, with respect to any November 2013 Subscriber, November 21, 2016.

“Third-Party Offeror” has the meaning set forth in Section 3.2.

“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate, or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option, or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation, or similar disposition of, any Securities owned by a Person or any interest (including a beneficial interest) therein owned by a Person. The foregoing notwithstanding, it is acknowledged and agreed that “Transfer” as herein defined shall not, and shall not be deemed to, include: (i) any Transfer of any interest in PEI (or of any entity that directly or indirectly holds any interest in PEI), by any means whatsoever (including, without limitation, by virtue of trading of such interests on a stock exchange or other market, private transfers, new issuances, mergers, consolidations, tender offers or any other transactions); (ii) the Transfer of any interest in, or held by, any Subsidiary of PEI other than Transfers after which PEI no longer owns, directly or indirectly, the respective Securities it owned immediately prior to such Transfer, it being agreed that such continuing ownership shall not be required with respect to a transfer of all or substantially all of the assets of PEI and its Subsidiaries, and such

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transfer of all or substantially all of the assets of PEI and its Subsidiaries shall not be and shall not be deemed a Transfer for all purposes of this Agreement; or (iii) any pledge by PEI or any of its Subsidiaries effected to secure the obligations under a PEI Debt Facility, and any Transfers pursuant to the exercise of rights thereunder. “PEI Debt Facility” for purposes hereof means any credit agreement, loan agreement, indenture or other agreement pursuant to which credit is extended or made available to PEI and some or all of its Subsidiaries.

“Transferring Seller” has the meaning set forth in Section 3.2.

“Treasury Regulations” means the regulations prescribed under the Code.

“2011 Harbinger Subscription Agreement” means that certain Subscription Agreement dated August 8, 2011, between the Company, as issuer, Harbinger II S.à r.l., Blue Line ACDL, Inc., Breakaway ACDL, Inc. and the Harbinger Common Share Parties, as amended, restated and/or otherwise modified from time to time.

“2012 Subscription Agreement” means that certain Share Subscription Agreement dated as of August 28, 2012, between the Company, as issuer, and each of the Harbinger and Pinnacle parties thereto, as subscribers, as amended and restated on September 28, 2012, and as the same may be further amended and/or restated from time to time.

“Unconverted April 2014 Advance” means an April 2014 Advance, or portion thereof, that has not been converted into Common Shares in connection with the Conversion.

“Unconverted January 2014 Advance” means a January 2014 Advance, or portion thereof, that has not been converted into Common Shares in connection with the Conversion.

“Unconverted November 2013 Advance” means a November 2013 Advance, or portion thereof, that has not been converted into Common Shares in connection with the Conversion.

“Unreserved Lookback Amount” has the meaning set forth in Section 6.6(j).

“U.S. GAAP” means generally accepted accounting principles in the United States consistently applied throughout the specified period and in the immediately prior comparable period.

“Vietnam” means the Socialist Republic of Vietnam.

“Voting Period” means that period of time during which the Existing Shareholders Agreement remains in full force and effect and a valid and enforceable agreement of the parties thereto.

“Voting Securities” means the Common Shares and any other series or class of voting shares created by the Company from time to time.

Section 7.2 Headings. The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar

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expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Sections and Paragraphs are to Sections and Paragraphs of this Agreement.

Section 7.3 Extended Meanings. In this Agreement words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

Section 7.4 Currency. All references to currency herein are to lawful money of the United States of America.

ARTICLE 8

CONFIDENTIALITY

Section 8.1 Confidentiality Covenant. Except as required by Applicable Law, each of Harbinger and Pinnacle hereby covenants and agrees that it shall not, without the consent of the other shareholder and the Company, directly or indirectly, communicate or disclose to any Person, or use for any purpose other than the business or the administration of any investment by such shareholder, any Confidential Information acquired by such shareholder, nor shall it utilize or make available any such Confidential Information, directly or indirectly, in connection with the Transfer or proposed Transfer of any of its Securities. Nothing in this Agreement shall prevent disclosure of Confidential Information to Harbinger’s or Pinnacle’s directors, officers, employees or agents or its financial, legal, accounting or other advisors provided such advisors are informed in advance as to the confidential nature of the communication and agree to keep such information confidential.

Section 8.2 Other Permitted Disclosure.

(a) Each of Harbinger and Pinnacle may also disclose Confidential Information to any potential purchaser of its Securities any relevant information, except for trade secrets, with respect to the Company and its Subsidiaries, in order to allow such a potential purchaser to determine whether to acquire such Securities, provided that said shareholder shall first obtain from any Person to whom information is to be disclosed, a confidentiality agreement as to such information.

(b) Pinnacle and its Entity Affiliates may make disclosures to third Persons (including, but not limited to, disclosures to security analysts or made during earnings calls) regarding Confidential Information or such other information about the Company so long as the disclosure of any such information is mutually agreed to in writing from time to time by Pinnacle, the Company and Harbinger. As a result of such pre-approval with respect to such information, Pinnacle and its Entity Affiliates shall not be required to seek the approval of the Company and Harbinger prior to each subsequent disclosure of such pre-approved information.

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(c) Notwithstanding anything in this Agreement to the contrary, the parties thereto acknowledge that PEI and its Entity Affiliates shall be entitled to make such disclosures regarding the Company and its Subsidiaries and their affairs (including, without limitation, financial information) as they deem necessary or appropriate in connection with (a) PEI’s and its Entity Affiliates’ reporting or disclosure obligations under United States securities laws, rules and regulations and rules and regulations of stock exchanges and stock markets where their securities are listed or traded, whether in connection with documents filed with or information supplied to the SEC, stock exchanges or other stock markets on which its securities may be listed or traded (which for purposes hereof shall include earnings releases filed by PEI with the SEC), (b) disclosures to Governmental Authorities (including, without limitation, Gaming Authorities), and (c) corporate transactions, including without limitation public or private securities transactions, loans and other financing transactions, proxy solicitations and merger and acquisition transactions, including, without limitation, merger and acquisition transactions involving PEI itself.

Section 8.3 Remedies. Each of the parties agrees that the restrictions contained in this Agreement are necessary and fundamental to the protection of the Company’s business and that all such restrictions are reasonable and valid and all defenses to the strict enforcement thereof are hereby waived. Each of the parties acknowledges that a breach or threatened breach of any provision of this Article 8 will result in the Company and the other shareholder party hereto suffering irreparable harm not compensated by damages alone. Accordingly, the parties agree that the Company and the other shareholder party hereto shall be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which such Person may be entitled under Applicable Law.

ARTICLE 9

[INTENTIONALLY OMITTED]

ARTICLE 10

MISCELLANEOUS

Section 10.1 Termination.

(a) Subject to the early termination of any provision as a result of an amendment to this Agreement agreed to by Harbinger and Pinnacle as provided under Section 10.2:

(i) Upon the consummation of a Qualified IPO:

(A) the provisions of Article 2, Article 3 and Article 4 shall terminate; and

(B) all other provisions of this Agreement shall survive the consummation of a Qualified IPO and continue in effect.

(ii) Upon the occurrence of a Liquidity Event other than a Qualified IPO:

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(A) the provisions of Article 2, Article 3 and Article 4 shall terminate if the managing underwriter advises the Company in good faith that, in its view, the survival of any of Article 2, Article 3 or Article 4 following the consummation of such offering would materially impair its ability to recognize fair value for the Common Shares to be offered; and

(B) all other provisions of this Agreement shall survive the consummation of a such Liquidity Event and continue in effect.

(b) If either Harbinger or Pinnacle no longer directly or indirectly has any beneficial interest in any Equity Securities and is otherwise not in default of this Agreement, then from that point forward such Person shall be deemed to no longer be a party to this Agreement; provided, further, that where such a Person disposed of its Equity Securities in compliance with the provisions of this Agreement it shall be entitled to the benefit of and be bound by the rights and obligations set forth in this Agreement in respect of any matter occurring prior to such disposition.

(c) Nothing in this Agreement shall relieve any party from any liability for the breach of any obligations set forth in this Agreement. Nothing in this Section 10.1 is intended to have any effect on other contracts or agreements to which the Company is a party.

Section 10.2 Amendments. This Agreement and the provisions herein may be amended only if any such amendment is in writing and has been approved by Harbinger, Pinnacle and the Company and any permitted assignees and transferees of such parties. A copy of each such amendment shall be sent to each shareholder that is a party hereto and shall be binding upon each such shareholder; provided, that the failure to deliver a copy of such amendment shall not impair or affect the validity of such amendment.

Section 10.3 Waiver. The failure of a party in any one or more instances to insist upon strict performance of any of the terms of this Agreement or to exercise any right or privilege arising under it shall not preclude it from requiring by reasonable notice that any other party duly perform its obligations or preclude it from exercising such a right or privilege under reasonable circumstances, nor shall waiver in any one instance of a breach be construed as an amendment of this Agreement or waiver of any later breach. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right.

Section 10.4 Assignment.

(a) The Company shall not assign this Agreement or its interest herein or any part hereof except with the prior written consent of the Majority Party and the Minority Party. Harbinger and Pinnacle shall not assign this Agreement except in the manner expressly contemplated herein.

(b) Notwithstanding anything to the contrary in this Agreement, each Harbinger entity that is a signatory hereto may assign from time to time any and all of its right, title and interest in and to, and all of its obligations under or in respect of, this Agreement and any Securities or other agreement or instrument related thereto, to any other Harbinger entity that is a signatory hereto without restriction and without the consent of the Company, the Board, Pinnacle

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or any other Person, and immediately upon such assignment, any such Harbinger transferee shall be deemed to include within the definition of “Harbinger” for all purposes under this terms and conditions of this Agreement.

(c) Notwithstanding anything to the contrary in this Agreement, neither Harbinger nor Pinnacle nor their respective Entity Affiliates may Transfer Securities except in compliance with the terms of this Agreement.

Section 10.5 Enforcement. The parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement to be performed by Harbinger, Pinnacle or the Company were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each of the Company and each non-breaching shareholder shall be entitled to an injunction or injunctions or such other equitable relief as may be deemed proper by a court of competent jurisdiction to prevent breaches by any shareholder party or the Company to this Agreement and to enforce specifically the terms and provisions of this Agreement applicable to any such shareholder or the Company, this being in addition to any other remedy or relief to which each such party is entitled under Applicable Law or in equity, and that neither any shareholder or the Company shall resist an application for such injunction, injunctions, or other equitable relief on the ground that the Company or any other shareholder has an adequate remedy under Applicable Law. In the event that the Company, Harbinger or Pinnacle shall file suit to enforce the covenants contained in this Agreement (or obtain any other remedy in respect of any breach thereof), the prevailing party in the suit shall be entitled to recover, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, including reasonable attorney’s fees and expenses.

Section 10.6 Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, overnight courier service, electronic mail or facsimile to the address, electronic mail address or facsimile number set forth below such shareholder’s name, but any party may designate a different address, electronic mail address or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four (4) days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, whether by facsimile confirmation or return electronic mail, if sent by facsimile or electronic mail on a Business Day; and the next Business Day following the day on which receipt is acknowledged whether by facsimile confirmation or return electronic mail, if sent by facsimile or electronic mail on a day that is not a Business Day.

(a) to the Company:

Asian Coast Development (Canada) Ltd.

1055 West Hastings Street – Suite 2150

Vancouver, British Columbia

Canada V6E 2E9

Attention: Stephen Shoemaker

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Facsimile: (778) 329-0439

Email: sshoemaker@asiancoastdevelopment.com

with a copy, not constituting notice, to:

Heenan Blaikie LLP

#2200 – 1055 West Hastings Street

Vancouver, British Columbia

Canada V6E 2E9

Attention: John Legge

Facsimile: (604) 669-5101

Email: jlegge@heenan.ca

(b) to Harbinger:

Harbinger II S.à r.l.

412F, route d’Esch

L-1471 Luxembourg

Attention: Christine Bourg, Senior Corporate Officer

Facsimile: (+352) 47 11 01

with a copy, not constituting notice, to:

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005

Attention: Alexander Kaye

Facsimile: (212) 822-5171

Email: akaye@milbank.com

and with a further copy not constituting notice, to:

Harbinger Capital Partners Master Fund I, Ltd.

c/o Harbinger Capital Partners

450 Park Avenue, 30th Floor

New York NY 10022

Attention: General Counsel

Facsimile: (212) 898-1309

Email: rroger@harbingercapital.com

(c) to Pinnacle and PNK Development 31, LLC:

PNK Development 18, LLC

3980 Howard Hughes Parkway

Las Vegas, NV 89169

Attention: Corporate Secretary

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Facsimile: (702) 784-7773

with a copy, not constituting notice, to:

Irell & Manella LLP

1800 Avenue of the Stars

Suite 900

Los Angeles, CA 90067-4276

Attention: Ashok Mukhey

Facsimile: (310) 203-7199

Email: amukhey@irell.com

Section 10.7 Further Assurances.

(a) Each of the parties hereto shall from time to time at the request of any of the other parties hereto and without further consideration, execute and deliver all such other additional assignments, transfers, instruments, notices, releases and other documents and shall do all such other acts and things as may be necessary or desirable to carry out the true intent and meaning of this Agreement.

(b) The Company shall use its commercially reasonable efforts to negotiate future Company contracts to provide that at such time as Pinnacle shall become the holder of a majority of the voting power of the outstanding Voting Securities, such event shall not constitute a “change of control” or similar occurrence under any such future Company contract.

(c) Each of Harbinger and Pinnacle agrees to not, without the written consent of the other party, amend the Harbinger Subscription Agreements or the Pinnacle Subscription Agreement, respectively, or the 2012 Subscription Agreement.

Section 10.8 Binding Effect. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

Section 10.9 No Third Party Beneficiaries. Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the Company, Harbinger and Pinnacle any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.

Section 10.10 Severability. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

Section 10.11 Entire Agreement. This Agreement constitutes the entire agreement among the parties pertaining to the specific subject matter hereof and supersedes any and all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties related to such specific subject matter. There are no warranties, representations or other

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agreements among the parties in connection with the specific subject matter hereof except as specifically set forth herein and therein.

Section 10.12 Governing Law.

(a) This Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard to any conflict of law principles thereof that would result in the application of the laws of any other jurisdiction.

(b) Each of the parties agrees that any action or proceeding arising out of or relating to this Agreement must be instituted in the Courts of the Province of British Columbia, waives any objection which it may have now or later to the venue of that action or proceeding, irrevocably and unconditionally submits to the exclusive jurisdiction of those Courts in that action or proceeding and agrees to be bound by any final judgment of those Courts.

Section 10.13 Independent Legal Advice. With respect to the preparation of this Agreement and the rights and obligations herein, all parties to this Agreement acknowledge and confirm that they have been advised to seek, and have sought or otherwise have waived, independent legal advice with respect to this Agreement and the documents delivered pursuant thereto.

Section 10.14 Expenses. Except as otherwise expressly provided herein, each party will pay its own costs and expenses, including legal and accounting expenses, related to the negotiation, preparation and execution of this Agreement and the transactions occurring substantially simultaneously with the execution of this Agreement.

Section 10.15 Counterparts. This Agreement may be executed by facsimile or other electronic transmission and in as many counterparts as are necessary, each of which shall be deemed to be an original, and shall be binding on each party when each party hereto has signed and delivered one such counterpart. When a counterpart of this Agreement has been executed by each party, all counterparts together shall constitute one agreement.

Section 10.16 English Language. The parties acknowledge that they have required that these presents be drawn up in the English language. Les parties reconnaissent avoir exigé que les présentes soient rédigées en langue anglaise.

[Signature Pages Follow]

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IN WITNESS WHEREOF the parties, intending to be legally bound, have executed and delivered this Agreement.

ASIAN COAST DEVELOPMENT		Harbinger II S.À r.l.
(CANADA) LTD.
Per:	/s/ Stephen H. Shoemaker	Per:	/s/ Keith M. Hladek
Name:		Name:	Keith M. Hladek
Title:		Title:	Authorized Signatory
		Per:	/s/ Nicolas Gerard
		Name:	Nicolas Gerard
		Title:
BLUE LINE ACDL, INC.		BREAKAWAY ACDL, INC.
Per:	/s/ Keith M. Hladek	Per:	/s/ Keith M. Hladek
Name:	Keith M. Hladek	Name:	Keith M. Hladek
Title:	Authorized Signatory	Title:	Authorized Signatory
HARBINGER CHINA DRAGON		CREDIT DISTRESSED BLUE LINE
INTERMEDIATE FUND, L.P., By:		MASTER FUND, LTD., By: Harbinger
Harbinger Capital Partners II LP, its		Capital Partners II LP, its investment
investment manager		manager
Per:	/s/ Keith M. Hladek	Per:	/s/ Keith M. Hladek
Name:	Keith M. Hladek	Name:	Keith M. Hladek
Title:	Authorized Signatory	Title:	Chief Financial Officer
GLOBAL OPPORTUNITIES		PNK DEVELOPMENT 18, LLC
BREAKAWAY LTD., By: Harbinger
Capital Partners II LP, its investment manager
Per:	/s/ Keith M. Hladek	Per:	/s/ Carlos Ruisanchez
Name:	Keith M. Hladek	Name:	C. Ruisanchez
Title:	Chief Financial Officer	Title:	Chief Financial Officer & Treasurer
PNK DEVELOPMENT 31, LLC
Per:	/s/ Carlos Ruisanchez
Name:	C. Ruisanchez
Title:	Chief Financial Officer & Treasurer

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Annex A

Initial Instrument	Instrument converted into	Harbinger II SARL		Credit Distressed Blue Line Master Fund		Global Opportunities Breakaway		Harbinger China Dragon Intermediate Fund		Blue Line ACDL		Breakaway ACDL		PNK Development 18		PNK Development 31		Other		TOTAL		Agreed Conversion Price if applicable
Common shares	Common shares		162,527,842		75,000,000		15,000,000		—		—		—		99,201,938		—		11,628,729		363,358,509		N/a
Series V	Common shares		6,452,333,601		—		—		—		925,647,662		185,129,532		2,657,308,623		—		—		10,220,419,419	$	0.0188
Series VI	Common shares		603,176,342		141,971,299		21,146,623		2,172,963,864		—		—		1,032,712,315		—		—		3,971,970,444	$	0.0162
Backstop Loan	Common shares		1,268,161,979		—		—		—		594,450,928		118,890,186		—		—		—		1,981,503,093	$	0.0151
Backstop Warrants	Warrants		168,561,818		52,226,568		10,445,313				26,786,784		5,357,356		64,315,539						327,693,378		N/a
May 2013 Loan	Common shares		1,510,741,860		349,931,430		—		—		—		—		—		—		—		1,860,673,289	$	0.0161
May 2013 Warrants	Warrants		196,687,074		45,558,405																242,245,479		N/a
September 2013 Loan	Common shares		298,695,397		—		—		—		1,261,438		—		105,584,806		—		—		405,541,641	$	0.0167
November 2013 Loan	Common shares		824,029,263		—		107,935,542		—		—		—		—		—		—		931,964,805	$	0.0170
November 2013 Warrants	Warrants		942,950,390				123,518,417														1,066,468,807		N/a
January 2014 Loan	Common shares		739,660,162		—		41,344,220		—		—		—		—		—		—		781,004,381	$	0.0170
January 2014 Warrants	Warrants		865,914,519				49,231,011														915,145,530		N/a
April 2014 Loan	Common shares		452,371,549		—		26,380,051		—		—		—		—		—		—		478,751,600	$	0.0170
April 2014 Warrants	Warrants		544,706,149				31,763,476														576,469,625		N/a
Options	Options		—		—		—		—		—		—		—		20,036,520		17,198,108		37,234,628		N/a
TOTAL			15,030,517,946		664,687,702		426,764,652		2,172,963,864		1,548,146,812		309,377,074		3,959,123,221		20,036,520		28,826,837		24,160,444,629

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Schedule 6.2(a)(v)

Project Delta

Construction Budget Analysis – Zone A1

Items Subject to 3% Variance

Hard Costs:

Convention Center

Casino

Retail

Hotel

Back of House

External Works

Soft Costs:

FF&E/OS&E

IT Systems

Project Office

Nursery (Golf Course)

Acceleration Cost

Pre-Opening

Items Not Subject to 3% Variance

Remaining Budget Costs:

Consultant Fees

Local and Provincial Authority Fees

HTP OH / Insurance / MGM CAA Fees and Other

Buses

Helicopters

Currency conversion from USD to VND

Importation Duties

Cost Escalation

Project Contingency

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Schedule 6.2(b)(i)

All agreements and instruments referred to in Schedule “D” to the Pinnacle Subscription Agreement to which Harbinger or any of its Entity Affiliates is a party, together with (i) the Blue Line Loan Agreement, (ii) the Administrative Services Agreement to be entered into between Asian Coast Development (Canada) Ltd. and PNK Development 31, LLC, among others, pursuant to the Services Agreement Term Sheet, (iii) the Stock Option Agreement dated as of August 29, 2012 between Asian Coast Development (Canada) Ltd. and PNK Development 31, LLC and (iv) all Transaction Documents to which Harbinger or any of its Entity Affiliates is a party.

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Schedule 6.2(b)(ii)(B)

Illustrative Examples of Purchase Right set forth in Section 6.2(b)(ii)(B)

This Schedule 6.2(b)(ii)(B) and the attached spreadsheet and timeline are for illustrative purposes only and set forth several examples of Pinnacle’s right to acquire from Harbinger and its Entity Affiliates Financing Securities pursuant to the terms and conditions of Section 6.2(b)(ii)(B) (solely for purposes of this Schedule and corresponding spreadsheet and timeline, the “Look Back Right”). To the extent that there is a conflict between this Schedule, the corresponding spreadsheet and timeline, on the one hand, and the Agreement, on the other hand, the terms and conditions of the Agreement shall prevail. Capitalized terms used in this Schedule, the corresponding spreadsheet and timeline that are not defined herein shall have the meanings set forth in the Agreement.

Universal Assumptions

The assumptions below shall apply to each illustrative example provided for in this Schedule, and shall be in addition to the specific assumptions set forth in each illustrative example in this Schedule. These universal assumptions assume that immediately following the consummation of the transactions contemplated by this Agreement:

(a) the Company will have 100 Common Shares issued and outstanding.

(b) Harbinger will own 70 Common Shares on a Fully Diluted Basis.

(c) Pinnacle will own 26 Common Shares on a Fully Diluted Basis.

(d) As a result, relative to one another:

(i) Harbinger will own (A) 73% of the Common Shares collectively held by Harbinger and Pinnacle and (B) 70% of the Common Shares on a Fully Diluted Basis; and

(ii) Pinnacle will own (A) 27% of the Common Shares collectively held by Harbinger and Pinnacle and (B) 26% of the Common Shares on a Fully Diluted Basis.

(e) For purposes of this Schedule 6.2(b)(ii)(B), the terms “Harbinger” and “Pinnacle” shall include their respective Entity Affiliates that own Equity Securities.

(collectively, the assumptions above in clauses (a) – (e) are referred to in this Schedule as the “Universal Assumptions”).

Scenario #1

• Three issuances of Common Shares by the Company.

• Harbinger fully exercises its preemptive rights from Company in all issuances.

• Pinnacle’s exercises of its preemptive rights varies by issuance.

• Pinnacle exercises Look Back Right related to Issuance 2.

In addition to the Universal Assumptions, the following additional assumptions apply to Scenario #1:

(1) The Company issues 100 Common Shares on Day 1 (“Issuance 1”).

(a) Harbinger fully exercises its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(C), acquires 72.92 Common Shares from the Company in Issuance 1.

(i) i.e., 72.92 Common Shares equals:

(A) 100 Common Shares issued by the Company in Issuance 1 multiplied by

(B) a fraction, the numerator of which is 70 Common Shares held by Harbinger prior to Issuance 1 and the denominator of which is 96 Common Shares held collectively by Harbinger and Pinnacle prior to Issuance 1.

(b) Pinnacle fully exercises its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(C), acquires the remaining 27.08 Common Shares from the Company in Issuance 1.

(i) i.e., 27.08 Common Shares equals:

(A) 100 Common Shares issued by the Company in Issuance 1 multiplied by

(B) a fraction, the numerator of which is 26 Common Shares held by Pinnacle prior to Issuance 1 and the denominator of which is 96 Common Shares held collectively by Harbinger and Pinnacle prior to Issuance 1.

1

(c) No remaining Common Shares in Issuance 1.

(2) Exactly one year following Issuance 1, the Company issues another 100 Common Shares (“Issuance 2”).

(a) Harbinger fully exercises its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(C), acquires 72.92 Common Shares from the Company in Issuance 2.

(i) i.e., 72.92 Common Shares equals:

(A) 100 Common Shares issued by the Company in Issuance 2 multiplied by

(B) a fraction, the numerator of which is 142.92 Common Shares held by Harbinger prior to Issuance 2 and the denominator of which is 196.00 Common Shares held collectively by Harbinger and Pinnacle prior to Issuance 2.

(b) Pinnacle exercises 50% of its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(C), acquires 13.54 Common Shares from the Company in Issuance 2.

(i) i.e., 13.54 Common Shares equals:

(A) 100 Common Shares issued by the Company in Issuance 2 multiplied by

(B) a fraction, the numerator of which is 53.08 Common Shares held by Pinnacle prior to Issuance 2 and the denominator of which is 196.00 Common Shares held collectively by Harbinger and Pinnacle prior to Issuance 2 divided by

(C) 2 (i.e., 50%).

(c) The remaining Common Shares from Issuance 2 (i.e., 13.54 Common Shares) are acquired by stockholders other than Harbinger or Pinnacle.

(3) Look Back Right:

(a) During the notice period with respect to Issuance 3 as provided for in Section 4.1(c) and prior to the issuance in Issuance 3, Pinnacle fully exercises its Look Back Right with respect to Issuance 2 to acquire 6.21 Common Shares from the 72.92 Common Shares that Harbinger acquired in Issuance 2.

(i) i.e., 6.21 Common Shares equals the difference between:

(A) the product of:

(I) Pinnacle’s Common Share ownership interest relative to Harbinger’s Common Share ownership interest immediately prior to Issuance 2, expressed as a percentage (27.08%), multiplied by

(II) the Common Shares purchased by Harbinger from the Company in Issuance 2 (72.92 Common Shares).

minus

(B) 13.54 Common Shares that Pinnacle purchased from the Company in Issuance 2.

** Note: Because this Look Back Right is exercised before the First Anniversary of Issuance 2, there is no Sliding Pro Rata Adjustment.

(4) On the second anniversary of Issuance 1, the Company issues another 100 Common Shares (“Issuance 3”).

(a) Harbinger fully exercises its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(C), acquires 74.22 Common Shares from the Company in Issuance 3.

(i) i.e., 74.22 Common Shares equals:

(A) 100 Common Shares issued by the Company in Issuance 3 multiplied by

(B) a fraction, the numerator of which is 209.63 Common Shares held by Harbinger prior to Issuance 3 and the denominator of which is 282.46 Common Shares held collectively by Harbinger and Pinnacle prior to Issuance 3.

(b) Pinnacle fully exercises its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(C), acquires 25.78 Common Shares from the Company in Issuance 3.

(i) i.e., 25.78 Common Shares equals:

(A) 100 Common Shares issued by the Company in Issuance 3 multiplied by

2

(B) a fraction, the numerator of which is 72.83 Common Shares held by Pinnacle prior to Issuance 3 and the denominator of which is 282.46 Common Shares held collectively by Harbinger and Pinnacle prior to Issuance 3.

Scenario #2

• Issuance of New Class of Securities by the Company (e.g., Series VI Special Shares).

• Two additional issuances of Series VI Special Shares over a 2–year period.

• Harbinger fully exercises its preemptive rights from Company in all issuances.

• Pinnacle’s exercise of its preemptive rights varies with issuance.

• Pinnacle exercises Look Back Rights.

In addition to the Universal Assumptions, the following additional assumptions apply to Scenario #2:

(1) On Day 1, the Company issues 100 shares of a New Class of Securities – the Series VI Special Shares (“Issuance 1”).

(a) Harbinger fully exercises its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(A), acquires 72.92 Series VI Special Shares from the Company in Issuance 1.

(i) i.e., 72.92 Series VI Special Shares equals:

(A) 100 Series VI Special Shares issued by the Company in Issuance 1 multiplied by

(B) a fraction, the numerator of which is 70 Common Shares held by Harbinger prior to Issuance 1 and the denominator of which is 96 Common Shares held collectively by Harbinger and Pinnacle prior to Issuance 1.

(b) Pinnacle exercises 25% of its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(A), acquires 6.77 Series VI Special Shares from the Company in Issuance 1.

(i) i.e., 6.77 Series VI Special Shares equals:

(A) 100 Series VI Special Shares issued by the Company in Issuance 1 multiplied by

(B) a fraction, the numerator of which is 26 Common Shares held by Pinnacle prior to Issuance 1 and the denominator of which is 96 Common Shares held collectively by Harbinger and Pinnacle prior to Issuance 1 divided by

(C) 4 (i.e., 25%).

(c) The remaining Series VI Special Shares from Issuance 1 (i.e., 20.31 Series VI Special Shares) are acquired by stockholders other than Harbinger or Pinnacle.

(2) Exactly six months following Issuance 1, the Company issues Add-On Securities by issuing another 100 Series VI Special Shares (“Issuance 2”).

(a) Harbinger fully exercises its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(B), acquires 72.92 Series VI Special Shares from the Company in Issuance 2.

(i) i.e., 72.92 Series VI Special Shares equals:

(A) 100 Series VI Special Shares issued by the Company in Issuance 2 multiplied by

(B) a fraction, the numerator of which is 72.92 Series VI Special Shares held by Harbinger prior to Issuance 2 and the denominator of which is 100 Series VI Special Shares issued and outstanding on a Fully Diluted Basis prior to Issuance 2.

(b) Pinnacle fully exercises its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(B), acquires 6.77 Series VI Special Shares from the Company in Issuance 2.

(i) i.e., 6.77 Series VI Special Shares equals:

(A) 100 Series VI Special Shares issued by the Company in Issuance 2 multiplied by

(B) a fraction, the numerator of which is 6.77 Series VI Special Shares held by Pinnacle prior to Issuance 2 and the denominator of which is 100 Series VI Special Shares issued and outstanding on a Fully Diluted Basis prior to Issuance 2.

3

(c) The remaining Series VI Special Shares from Issuance 2 (i.e., 20.31 Series VI Special Shares) are acquired by stockholders other than Harbinger or Pinnacle.

4

(3) Look Back Right – With Respect to Issuance 1:

(a) One day prior to the issuance in Issuance 3 (and during the notice period with respect to Issuance 3 as provided for in Section 4.1(c)), Pinnacle fully exercises its Look Back Right with respect to Issuance 1 to acquire 6.51 Series VI Special Shares from the 72.92 Series VI Special Shares that Harbinger acquired in Issuance 1.

(i) i.e., 6.51 Series VI Special Shares equals the amount determined by:

(A) the product of:

(I) Pinnacle’s Common Share ownership interest relative to Harbinger’s Common Share ownership interest immediately prior to Issuance 1, expressed as a percentage (27.08%), multiplied by

(II) the Series VI Special Shares purchased by Harbinger from the Company in Issuance 1 (72.92 Series VI Special Shares)

minus

(B) 6.77 Series VI Special Shares that Pinnacle purchased from the Company in Issuance 1

multiplied by

(C) 0.50, which represents the Sliding Pro Rata Preemptive Portion, which is equal to:

(I) 366 (representing the number of days between the date on which Pinnacle exercised the Look Back Right with respect to Issuance 1 and the Third Anniversary of Issuance 1) divided by

(II) 730.

(4) Look Back Right – With Respect to Issuance 2:

(a) One day prior to the issuance in Issuance 3 and immediately following the exercise of the Look Back Right on Issuance 1 (and during the notice period with respect to Issuance 3 as provided for in Section 4.1(c)), Pinnacle fully exercises its Look Back Right with respect to Issuance 2 to acquire 9.80 Series VI Special Shares from the 72.92 Series VI Special Shares that Harbinger acquired in Issuance 2.

(i) i.e., 9.80 Series VI Special Shares equals the amount determined by:

(A) the product of:

(I) Pinnacle’s Common Share ownership interest relative to Harbinger’s Common Share ownership interest immediately prior to Issuance 2, expressed as a percentage (27.08%), multiplied by

(II) the Series VI Special Shares purchased by Harbinger from the Company in Issuance 2 (72.92 Series VI Special Shares)

minus

(B) 6.77 Series VI Special Shares that Pinnacle purchased from the Company in Issuance 2

multiplied by

(C) 0.75, which represents the Sliding Pro Rata Preemptive Portion, which is equal to:

(I) 551 (representing the number of days between the date on which Pinnacle exercised the Look Back Right with respect to Issuance 2 and the Third Anniversary of Issuance 2) divided by

(II) 730.

(5) On the second anniversary of Issuance 1, the Company issues Add-On Securities by issuing another 100 Series VI Special Shares (“Issuance 3”).

(a) Harbinger fully exercises its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(B) and taking into account the Look Back Rights exercised above, acquires 64.77 Series VI Special Shares from the Company in Issuance 3.

(i) i.e., 64.77 Series VI Special Shares equals:

(A) 100 Series VI Special Shares issued by the Company in Issuance 3 multiplied by

(B) a fraction, the numerator of which is 129.53 Series VI Special Shares held by Harbinger prior to Issuance 3 and the denominator of which is 200 Series VI Special Shares issued and outstanding on a Fully Diluted Basis prior to Issuance 3.

5

(b) Pinnacle fully exercises its preemptive rights under Article 4, and as a result of the calculations set forth in Section 4.1(a)(i)(B), acquires 14.92 Series VI Special Shares from the Company in Issuance 3.

(i) i.e., 14.92 Series VI Special Shares equals:

(A) 100 Series VI Special Shares issued by the Company in Issuance 3 multiplied by

(B) a fraction, the numerator of which is 29.84 Common Shares held by Pinnacle prior to Issuance 3 and the denominator of which is 200 Series VI Special Shares issued and outstanding on a Fully Diluted Basis prior to Issuance 3.

(c) The remaining Series VI Special Shares from Issuance 3 (i.e., 20.31 Series VI Special Shares) are acquired by stockholders other than Harbinger or Pinnacle.

6

	Schedule 6.2(b)(ii)(B) - Spreadsheet
Scenario #1	Three Common Shares Issuances; Look Back Righton Issuance 2 Exercised
Background
100.00	Total Common Shares issued and outstanding prior to Issuance 1
70.00	Harbinger’s Common Share ownership prior to Issuance 1
26.00	Pinnacle’s Common Share ownership prior to Issuance 1
96.00	Harbinger’s and Pinnacle’s Common Share Ownership prior to Issuance 1
70.00%	Harbinger’s % of total Common Shares issued and outstanding prior to Issuance 1
26.00%	Pinnacle’s % of total Common Shares issued and outstanding prior to Issuance 1
72.92%	Harbinger’s % of total Common Shares held by Harbinger and Pinnacle prior to Issuance 1
27.08%	Pinnacle’s % of total Common Shares held by Harbinger and Pinnacle prior to Issuance 1
Issuance 1 (Day 1)	Issuance of Common Shares
100.00	Total Common Shares Issued in Issuance 1
72.92	Harbinger’s 100% Common Share acquisition from the Company in Issuance 1
27.08	Pinnacle’s 100% Common Share acquisition from the Company in Issuance 1
0.00	Third Party acquisition from the Company in Issuance 1
200.00	Total Common Shares issued and outstanding following Issuance 1
Issuance 2 (1 year later)	Issuance of Common Shares
142.92	Harbinger’s Common Share ownership prior to Issuance 2
53.08	Pinnacle’s Common Share ownership prior to Issuance 2
196.00	Harbinger’s and Pinnacle’s Common Share ownership prior to Issuance 2
71.46%	Harbinger’s % of total Common Shares issued and outstanding prior to Issuance 2
26.54%	Pinnacle’s % of total Common Shares issued and outstanding prior to Issuance 2
72.92%	Harbinger’s % of total Common Shares held by Harbinger and Pinnacle prior to Issuance 2
27.08%	Pinnacle’s % of total Common Shares held by Harbinger and Pinnacle prior to Issuance 2
100.00	Total Common Shares issued in Issuance 2
72.92	Harbinger’s 100% Common Share acquisition from the Company in Issuance 2
13.54	Pinnacle’s 50% Common Share acquisition from the Company in Issuance 2
13.54	Third Party acquisition from the Company in Issuance 2
300.00	Total Common Shares issued and outstanding following Issuance 2
Look Back Right	Prior to Issuance 3
27.08%	Pinnacle’s % of total Common Shares held by Harbinger and Pinnacle prior to Issuance 2
72.92	Harbinger’s 100% Common Share acquisition from the Company in Issuance 2
13.54	Pinnacle’s purchased Common Shares in Issuance 2
6.21	Maximum number of Common Shares subject to Look Back on Issuance 2
0.00	Sliding Pro Rata Adjustment (N/A)
6.21	Common Shares purchased by Pinnacle from Harbinger via Look Back Right on Issuance 2
72.83	Pinnacle’s Common Share ownership following Look Back Right on Issuance 2
209.63	Harbinger’s Common Share ownership following Look Back Right on Issuance 2

Issuance 3 (2 years later)	Issuance of Common Shares
209.63	Harbinger’s Common Share ownership prior to Issuance 3
72.83	Pinnacle’s Common Share ownership prior to Issuance 3
282.46	Harbinger’s and Pinnacle’s Common Share Ownership prior to Issuance 3
69.88%	Harbinger’s % of total Common Shares issued and outstanding prior to Issuance 3
24.28%	Pinnacle’s % of total Common Shares issued and outstanding prior to Issuance 3
74.22%	Harbinger’s % of total Common Shares held by Harbinger and Pinnacle prior to Issuance 3
25.78%	Pinnacle’s % of total Common Shares held by Harbinger and Pinnacle prior to Issuance 3
100.00	Total Common Shares issued in Issuance 3
74.22	Harbinger’s 100% Common Share acquisition from the Company in Issuance 3
25.78	Pinnacle’s 100% Common Share acquisition from the Company in Issuance 3
Results
400.00	Total Common Shares issued and outstanding following Issuance 3
283.84	Harbinger’s Common Share ownership following Issuance 3
98.62	Pinnacle’s Common Share ownership following Issuance 3
382.46	Harbinger’s and Pinnacle’s Common Share Ownership following Issuance 3
70.96%	Harbinger’s % of total Common Shares issued and outstanding following Issuance 3
24.65%	Pinnacle’s % of total Common Shares issued and outstanding following Issuance 3
74.22%	Harbinger’s % of total Common Shares held by Harbinger and Pinnacle following Issuance 3
25.78%	Pinnacle’s % of total Common Shares held by Harbinger and Pinnacle following Issuance 3

Schedule 6.2(b)(ii)(B) - Spreadsheet

Scenario #2	New Class of Securities Issuance with Add-Ons; Look Back Rights Exercised
Background
100.00	Total Common Shares issued and outstanding prior to Issuance 1
70.00	Harbinger’s Common Share ownership prior to Issuance 1
26.00	Pinnacle’s Common Share ownership prior to Issuance 1
96.00	Harbinger’s and Pinnacle’s Common Share Ownership prior to Issuance 1
70.00%	Harbinger’s % of total Common Shares issued and outstanding prior to Issuance 1
26.00%	Pinnacle’s % of total Common Shares issued and outstanding prior to Issuance 1
72.92%	Harbinger’s % of total Common Shares held by Harbinger and Pinnacle prior to Issuance 1
27.08%	Pinnacle’s % of total Common Shares held by Harbinger and Pinnacle prior to Issuance 1
Issuance 1 (Day 1)	Issuance of New Class of Securities - Series VI Special Shares
100.00	Total Series VI Special Shares Issued in Issuance 1
72.92	Harbinger’s 100% Series VI Special Shares acquisition from the Company in Issuance 1
6.77	Pinnacle’s 25% Series VI Special Shares acquisition from the Company in Issuance 1
20.31	Third Party acquisition from the Company in Issuance 1
100.00	Total Common Shares issued and outstanding following Issuance 1
100.00	Total Series VI Special Shares issued and outstanding following Issuance 1
Issuance 2 (6 months later)	Issuance of Add-On Securities - Series VI Special Shares
72.92	Harbinger’s Series VI Special Shares ownership prior to Issuance 2
6.77	Pinnacle’s Series VI Special Shares ownership prior to Issuance 2
100.00	Total Series VI Special Shares issued and outstanding prior to Issuance 2
100.00	Total Series VI Special Shares issued in Issuance 2
72.92	Harbinger’s 100% Series VI Special Shares acquisition from the Company in Issuance 2
6.77	Pinnacle’s 100% Series VI Special Shares acquisition from the Company in Issuance 2
20.31	Third Party acquisition from the Company in Issuance 2
100.00	Total Common Shares issued and outstanding following Issuance 2
200.00	Total Series VI Special Shares issued and outstanding following Issuance 2

Look Back Rights (1 day prior to Issuance 3)
With respect to Issuance 1
27.08%	Pinnacle’s % of total Common Shares held by Harbinger and Pinnacle prior to Issuance 1
72.92	Harbinger’s 100% Series VI Special Shares acquisition from the Company in Issuance 1
6.77	Pinnacle’s purchased Series VI Special Shares in Issuance 1
12.98	Maximum number of Series VI Special Shares subject to Look Back on Issuance 1
0.50	Sliding Pro Rata Preemptive Portion (Third Anniversary - Exercise Date / 730)	366.00 3rd Ann - Exercise Date
6.51	Series VI Special Shares purchased by Pinnacle from Harbinger via Look Back Right on Issuance 1
20.05	Pinnacle’s Series VI Special Share ownership following Look Back Right on Issuance 1
139.33	Harbinger’s Series VI Special Share ownership following Look Back Right on Issuance 1
With respect to Issuance 2
27.08%	Pinnacle’s % of total Common Shares held by Harbinger and Pinnacle prior to Issuance 2
72.92	Harbinger’s 100% Series VI Special Shares acquisition from the Company in Issuance 2
6.77	Pinnacle’s purchased Series VI Special Shares in Issuance 2
12.98	Maximum number of Series VI Special Shares subject to Look Back on Issuance 2
0.75	Sliding Pro Rata Preemptive Portion (Third Anniversary - Exercise Date / 730)	551.00 3rd Ann - Exercise Date
9.80	Series VI Special Shares purchased by Pinnacle from Harbinger via Look Back Right on Issuance 2
29.84	Pinnacle’s Series VI Special Share ownership following Look Back Right on Issuance 2
129.53	Harbinger’s Series VI Special Share ownership following Look Back Right on Issuance 2
Issuance 3 (2 years later)	Issuance of Add-On Securities - Series VI Special Shares
129.53	Harbinger’s Series VI Special Shares ownership prior to Issuance 3
29.84	Pinnacle’s Series VI Special Shares ownership prior to Issuance 3
200.00	Total Series VI Special Shares issued and outstanding prior to Issuance 3
100.00	Total Series VI Special Shares issued in Issuance 3
64.77	Harbinger’s 100% Series VI Special Shares acquisition from the Company in Issuance 3
14.92	Pinnacle’s 100% Series VI Special Shares acquisition from the Company in Issuance 3
20.31	Third Party acquisition from the Company in Issuance 3

Results
Common Shares
100.00	Total Common Shares issued and outstanding following Issuance 3
70.00	Harbinger’s Common Share ownership following Issuance 3
26.00	Pinnacle’s Common Share ownership following Issuance 3
96.00	Harbinger’s and Pinnacle’s Common Share Ownership following Issuance 3
70.00%	Harbinger’s % of total Common Shares issued and outstanding following Issuance 3
26.00%	Pinnacle’s % of total Common Shares issued and outstanding following Issuance 3
72.92%	Harbinger’s % of total Common Shares held by Harbinger and Pinnacle following Issuance 3
27.08%	Pinnacle’s % of total Common Shares held by Harbinger and Pinnacle following Issuance 3
Series VI Special Shares
300.00	Total Series VI Special Shares issued and outstanding following Issuance 3
194.30	Harbinger’s Series VI Special Shares ownership following Issuance 3
44.77	Pinnacle’s Series VI Special Shares ownership following Issuance 3
60.94	Third Party’s Series VI Special Shares ownership following Issuance 3
239.06	Harbinger’s and Pinnacle’s Series VI Special Shares Ownership following Issuance 3
64.77%	Harbinger’s % of total Series VI Special Shares issued and outstanding following Issuance 3
14.92%	Pinnacle’s % of total Series VI Special Shares issued and outstanding following Issuance 3
20.31%	Third Party’s % of total Series VI Special Shares issued and outstanding following Issuance 3
81.27%	Harbinger’s % of total Series VI Special Shares held by Harbinger and Pinnacle following Issuance 3
18.73%	Pinnacle’s % of total Series VI Special Shares held by Harbinger and Pinnacle following Issuance 3

SCHEDULE “E”

ANTI-CORRUPTION POLICY

ASIAN COAST DEVELOPMENT (CANADA) LTD. (THE “COMPANY”)

Anti-Corruption Policy

Purpose

The purpose of this policy is to inform all Company employees of our policy regarding payments to government officials, and to set forth the requirement that all staff avoid making improper payments to government officials or otherwise violating any applicable anti-bribery or anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”).

All employees are prohibited from making improper payments or gifts to government officials and shall at all times maintain proper business contacts and relationships with any government officials we encounter in the course of our business. The Company expects all employees to be familiar with this policy and will take a “zero tolerance” approach to its application, which covers all payments to government officials, whether made by a Company employee or by a third party with whom we work.

Policy

The Company requires all directors, officers, managers, employees, and those acting on behalf of the Company, to abide by all applicable laws and regulations at all times. The Company will not pursue any business anywhere that requires us to participate in unethical or illegal activity in order to obtain or retain business.

Prohibited payments to Government Officials

No employees or any person acting on the Company’s behalf (including subcontractors or agents) shall:

1. Make any offer, payment, promise, or gift, or offer anything of value to any government official—whether directly to a government official or directly or indirectly through a third party—for the purpose of unlawfully:

• influencing any act or decision of a government official in his official capacity;

• inducing a government official to do or fail to do anything in violation of his or her duty;

• inducing a government official to use his or her influence to affect or influence any client act or decision to assist the Company in obtaining or retaining business; or

2. Make any offer, payment, promise, or gift, or offer anything of value to any person or entity knowing or being aware (or where such employee or person acting on the Company’s behalf should know or be aware) that any portion of the same shall be used to unlawfully influence the acts of any client or any government official.

In addition, no employees (or other persons for the Company’s benefit) may enter into any agreement or other arrangement, whether directly or indirectly, with any government official for the purposes described above.

Exceptions to the prohibition

The above prohibition is subject to the exceptions listed below. Many of the exceptions have been the subject of specific legal interpretation. Accordingly, you should check with the Chief Legal Officer prior to relying upon the listed exceptions.

Exceptions

(1) the payment, gift, offer, or promise of anything of value that was made, is lawful under the written laws and regulations of the foreign official’s, political party’s, party official’s, or candidate’s country; or

(2) the payment, gift, offer, or promise of anything of value that was made, is a reasonable and bona fide expenditure, such as travel and lodging expenses, incurred by or on behalf of a foreign official, party, party official, or candidate and was directly related to:

(A) the promotion, demonstration, or explanation of products or services; or

(B) the execution or performance of a contract with a foreign government or agency thereof.

Indirect Payments Prohibited

If a direct payment would be improper under any applicable laws or the Company policy, then having a third party make or receive the payment on either the Company or government official’s behalf is also be prohibited. Indirect payments of the type described include

any transfer of funds, property, or services to another organization or individual in order to unlawfully benefit a government official for the purposes set forth above. Indirect violations also include any transfer of funds, property, or services to any person or organization if there is reason to know that the recipient will use any portion to make unlawful payments on the Company’s behalf.

Written Contracts

Any contract between the Company and a third-party that is retained to assist the Company in obtaining or retaining business must be in writing (and as with all other written agreements must be reviewed by the Company’s Chief Legal Officer prior to its execution). The contract must also contain anti-bribery representations and warranties by the third-party.

Books and Records

The Company shall keep books and records that accurately and fairly reflect the transactions of the corporation and shall maintain an adequate system of internal accounting controls.

Reporting Responsibility

If you are aware of any conduct that you believe may violate this policy, you have a responsibility to report it to the Chief Legal Officer. Should you encounter a situation that raises a question in your mind regarding the propriety of the conduct involved, you should immediately contact the Chief Legal Officer for guidance.

Violations of the Policy

Any violation of this policy may result in disciplinary action up to and including termination.

Definitions

Employees: When used in this policy, “employees” refers to directors, officers, managers, and employees of the Company.

Government Official: includes all employees of a government department or agency, whether in the executive, legislative or judicial branches of government and whether at the national, state or local level (or their equivalents). The term covers part-time workers, unpaid workers, and any person “acting in an official capacity.” Political parties, party officials, and candidates for political office are included. Foreign officials also include employees of public international organizations such as the World Bank, International Monetary Fund or the European Union. The term covers officers and employees of companies under government ownership or control (even if the ownership is a minority interest).

Anything of value: Includes, but is not limited to, cash, gifts, entertainment, travel expenditures, excessive business promotional activities, and covering or reimbursing expenses of officials or their friends or relatives.

EX-11

Exhibit 11

Pinnacle Entertainment, Inc.

Computation of Earnings Per Share

(in thousands, except per share data)

	For the three months ended June 30,
	Basic						Diluted (a)
	2014			2013			2014			2013
Average number of common shares outstanding	59,593			58,523			59,593			58,523
Average common shares due to assumed conversion of stock options	—			—			—			—
Total shares	59,593			58,523			59,593			58,523
Loss from continuing operations	$	(2,317	)	$	(7,100	)	$	(2,317	)	$	(7,100	)
Income from discontinued operations, net of income taxes	26			1,993			26			1,993
Net loss	$	(2,291	)	$	(5,107	)	$	(2,291	)	$	(5,107	)
Per share data:
Loss from continuing operations	$	(0.04	)	$	(0.12	)	$	(0.04	)	$	(0.12	)
Income from discontinued operations, net of income taxes	—			0.03			—			0.03
Net loss per share	$	(0.04	)	$	(0.09	)	$	(0.04	)	$	(0.09	)
	For the six months ended June 30,
	Basic						Diluted (a)
	2014			2013			2014			2013
Average number of common shares outstanding	59,429			58,431			59,429			58,431
Average common shares due to assumed conversion of stock options	—			—			1,899			—
Total shares	59,429			58,431			61,328			58,431
Income (loss) from continuing operations	$	16,427		$	(94,886	)	$	16,427		$	(94,886	)
Income from discontinued operations, net of income taxes	325			4,388			325			4,388
Net income (loss)	$	16,752		$	(90,498	)	$	16,752		$	(90,498	)
Per share data:
Income (loss) from continuing operations	$	0.28		$	(1.62	)	$	0.27		$	(1.62	)
Income from discontinued operations, net of income taxes	—			0.07			—			0.07
Net income (loss) per share	$	0.28		$	(1.55	)	$	0.27		$	(1.55	)

(a)    When the computed diluted values are antidilutive, the basic per share values are presented on the face of the unaudited Condensed Consolidated Statements of Operations.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Anthony M. Sanfilippo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pinnacle Entertainment, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2014

/s/ Anthony M. Sanfilippo

Anthony M. Sanfilippo

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Carlos A. Ruisanchez, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pinnacle Entertainment, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 11, 2014

/s/ Carlos A. Ruisanchez

Carlos A. Ruisanchez

President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Pinnacle Entertainment, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), each of the undersigned hereby certifies, in his capacity as an officer of the Company, for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1. The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 11, 2014

	/s/ Anthony M. Sanfilippo
Name:	Anthony M. Sanfilippo
Title:	Chief Executive Officer
	/s/ Carlos A. Rusianchez
Name:	Carlos A. Ruisanchez
Title:	President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified			3 Months Ended				3 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 Boomtown New Orleans Room	Jun. 30, 2014 River Downs	Jul. 31, 2013 River Downs	Jun. 30, 2014 Indiana Income Tax	Jun. 30, 2014 Minimum Indiana Income Tax	Jun. 30, 2014 Maximum [Member] Indiana Income Tax
Long-term Purchase Commitment [Line Items]
Income Tax Examination, Year under Examination							2005	2007
Amended Guaranteed Maximum Price					$ 119.6
Guaranteed Maximum Construction Costs			14.2	20.1
Self Insurance Reserve	21.7	26.2
Long-term Contract, Number of Guest Rooms			150
Income Tax Examination, Proposed Adjustment Excluding Interest and Penalties						$ 7.3

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2014

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014			2013
	(in millions)
Revenues:
Midwest segment (a)	$	296.4		$	87.1		$	576.7		$	174.2
South segment (b)	203.7			178.8			403.7			357.6
West segment (c)	53.7			—			104.3			—
	553.8			265.9			1,084.7			531.8
Corporate and other	1.4			1.4			3.3			2.1
Total revenues	$	555.2		$	267.3		$	1,088.0		$	533.9
Adjusted EBITDA (d):
Midwest segment (a)	$	84.2		$	23.0		$	174.3		$	45.1
South segment (b)	62.0			46.2			126.7			93.9
West segment (c)	19.1			—			37.3			—
	165.3			69.2			338.3			139.0
Corporate expenses and other (e)	(24.7		)	(6.4		)	(44.5		)	(11.4		)
Consolidated Adjusted EBITDA (d)	$	140.6		$	62.8		$	293.8		$	127.6
Other benefits (costs):
Depreciation and amortization	(58.8		)	(22.5		)	(117.1		)	(45.7		)
Pre-opening and development costs	(6.9		)	(17.2		)	(10.3		)	(24.8		)
Non-cash share-based compensation expense	(5.5		)	(3.4		)	(8.7		)	(5.2		)
Write-downs, reserves and recoveries, net	(2.6		)	(1.8		)	(3.2		)	(2.1		)
Interest expense, net	(62.0		)	(28.3		)	(128.8		)	(56.9		)
Loss from equity method investment	—			—			—			(92.2		)
Loss on early extinguishment of debt	(8.2		)	—			(8.2		)	—
Income tax benefit (expense)	1.1			3.3			(1.1		)	4.4
Income (loss) from continuing operations	$	(2.3	)	$	(7.1	)	$	16.4		$	(94.9	)

	For the six months ended June 30,
	2014		2013
	(in millions)
Capital expenditures:
Midwest segment	$	112.8	$	59.7
South segment	26.6		41.8
West segment	2.4		—
Corporate and other, including development projects and discontinued operations	7.9		4.9
	$	149.7	$	106.4

(a) Our Midwest segment consists of Ameristar Council Bluffs, located in Iowa, Ameristar East Chicago located in Indiana, Belterra located in Indiana, Ameristar Kansas City located in Missouri, Ameristar St. Charles located in Missouri, River City located in Missouri, and Belterra Park located in Ohio.

(b) Our South segment consists of Ameristar Vicksburg located in Mississippi, Boomtown Bossier City located in Louisiana, Boomtown New Orleans located in Louisiana, L'Auberge Baton Rouge located in Louisiana and L'Auberge Lake Charles located in Louisiana.

(c) Our West segment consists of Ameristar Black Hawk located in Colorado, and Cactus Petes and Horseshu both of which are located in Nevada.

(d) We define Consolidated Adjusted EBITDA as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, gain (loss) on sale of equity security investments, income (loss) from equity method investments, non-controlling interest and discontinued operations. We define Adjusted EBITDA for each operating segment as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, inter-company management fees, gain (loss) on sale of certain assets, gain (loss) on early extinguishment of debt, gain (loss) on sale of discontinued operations, and discontinued operations. We define Adjusted EBITDA margin as Adjusted EBITDA for the segment divided by segment revenues. We use Consolidated Adjusted EBITDA and Adjusted EBITDA for each segment to compare operating results among our properties and between accounting periods. Consolidated Adjusted EBITDA and Adjusted EBITDA have economic substance because they are used by management as measures to analyze the performance of our business and are especially relevant in evaluating large, long-lived casino-hotel projects because they provide a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We eliminate the results from discontinued operations at the time they are deemed discontinued. We also review pre-opening and development expenses separately, as such expenses are also included in total project costs when assessing budgets and project returns, and because such costs relate to anticipated future revenues and income. We believe that Consolidated Adjusted EBITDA and Adjusted EBITDA are useful measures for investors because they are indicators of the performance of ongoing business operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value of companies within our industry. In addition, our credit agreement and bond indentures require compliance with financial measures similar to Consolidated Adjusted EBITDA. Consolidated Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, or as an alternative to any other measure provided in accordance with GAAP. Our calculations of Adjusted EBITDA and Consolidated Adjusted EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(e) Corporate expenses represent payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. Beginning in the 2013 third quarter, we changed the methodology used to allocate corporate expenses to our reportable segments.  Historically, we allocated direct and some indirect expenses incurred at the corporate headquarters to each property.  Expenses incurred at the corporate headquarters that were related to property operations, but not directly attributable to a specific property, were allocated, typically on a pro rata basis, to each property.  Only the remaining corporate expenses that were not related to an operating property were retained in the Corporate expense category. Under our new methodology, only corporate expenses that are directly attributable to a property were allocated to each applicable property. All other costs incurred relating to management and consulting services provided by corporate headquarters to the properties are now allocated to those properties based on their respective share of the monthly consolidated net revenues in the form of a management fee. The corporate management fee is excluded in the calculation of segment Adjusted EBITDA and is completely eliminated in any consolidated financial results. The change in methodology increases Adjusted EBITDA for the reportable segments with a corresponding increase in corporate expense, resulting in no impact to Consolidated Adjusted EBITDA.

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Long-Term Debt

6 Months Ended

Jun. 30, 2014

Long-term Debt, Unclassified [Abstract]

Long-term Debt

Long-Term Debt

Long-term debt consisted of the following:

	June 30, 2014
	Outstanding Principal			Unamortized (Discount) Premium			Long-Term Debt, Net
	(in millions)
Senior Secured Credit Facility:
Revolving Credit Facility	$	573.6		$	—		$	573.6
Term B1 Loans due 2016	—			—			—
Term B2 Loans due 2020	937.5			(23.9		)	913.6
6.375% Senior Notes due 2021	850.0			—			850.0
7.50% Senior Notes due 2021	1,040.0			57.2			1,097.2
7.75% Senior Subordinated Notes due 2022	325.0			—			325.0
8.75% Senior Subordinated Notes due 2020	350.0			—			350.0
Other	0.1			—			0.1
Total debt including current maturities	4,076.2			33.3			4,109.5
Less current maturities	(11.0		)	—			(11.0		)
Total long-term debt	$	4,065.2		$	33.3		$	4,098.5

	December 31, 2013
	Outstanding Principal			Unamortized (Discount) Premium			Long-Term Debt, Net
	(in millions)
Senior Secured Credit Facility:
Revolving Credit Facility	$	493.6		$	—		$	493.6
Term B1 Loans due 2016	202.0			(7.7		)	194.3
Term B2 Loans due 2020	1,094.5			(26.0		)	1,068.5
6.375% Senior Notes due 2021	850.0			—			850.0
7.50% Senior Notes due 2021	1,040.0			58.6			1,098.5
7.75% Senior Subordinated Notes due 2022	325.0			—			325.0
8.75% Senior Subordinated Notes due 2020	350.0			—			350.0
Other	0.1			—			0.1
Total debt including current maturities	4,355.2			24.9			4,380.1
Less current maturities	(16.0		)	—			(16.0		)
Total long-term debt	$	4,339.2		$	24.9		$	4,364.1

Senior Secured Credit Facility: In August 2013, we entered into an Amended and Restated Credit Agreement ("Credit Facility"), which amended and restated our Fourth Amended and Restated Credit Agreement dated as of August 2, 2011, as amended. The Credit Facility consists of (i) $1.6 billion of term loans comprised of $500 million of Tranche B-1 term loans and $1.1 billion in Tranche B-2 term loans and (ii) a $1 billion revolving credit commitment. As of June 30, 2014, we fully repaid the outstanding principal balances of our Tranche B-1 term loans and had approximately $573.6 million drawn under the revolving credit facility. Additionally, we had approximately $12.7 million committed under letters of credit. The Credit Facility was entered into in connection with our acquisition of Ameristar. The outstanding principal on the Tranche B-2 term loans have been discounted on issuance for the reduction in the proceeds received when the transaction was consummated.

6.375% Senior Notes due 2021: In August 2013, we issued $850.0 million in aggregate principal amount of 6.375% senior notes due 2021 ("6.375% Notes") to fund the acquisition of Ameristar. The 6.375% Notes bear interest at a rate of 6.375% per year, payable semi-annually in arrears on February 1st and August 1st, commencing on February 1, 2014. The 6.375% Notes mature on August 1, 2021. Net of initial purchases’ fees and various costs and expenses, proceeds from the offering were approximately $835 million.

7.50% Senior Notes due 2021: As part of the acquisition of Ameristar, we assumed $1.04 billion in aggregate principal amount 7.50% Senior Notes due 2021 (“7.50% Notes”) that were originally issued by Ameristar. The 7.50% Notes bear interest at a rate of 7.50% per year, payable semi-annually in arrears on April 15th and October 15th of each year.  The 7.50% Notes mature on April 15, 2021. The 7.50% Notes were recorded at fair value as part of the purchase price allocation with a premium of $72.8 million. In addition, a consent fee payment to the holders of the 7.50% Notes at acquisition was included as a discount component of the total carrying value. For further details on the Ameristar business combination purchase price allocation, see Note 6, Investments and Acquisition activities.

7.75% Senior Subordinated Notes due 2022: In March 2012, we issued $325 million in aggregate principal amount of 7.75% senior subordinated notes due 2022 (“7.75% Notes”). The 7.75% Notes were issued at par with interest payable on April 1st and October 1st of each year. The 7.75% Notes mature on April 1, 2022. Net of initial purchasers’ fees and various costs and expenses, proceeds from the offering were approximately $318 million.

8.75% Senior Subordinated Notes due 2020: In May 2010, we issued $350 million in aggregate principal amount of 8.75% senior subordinated notes due 2020 ("8.75% Notes"). The 8.75% Notes were issued at par with interest payable on May 15th and November 15th of each year. The 8.75% Notes mature on May 15, 2020. Net of the initial purchasers' fees and various costs and expenses, proceeds from the offering were approximately $341.5 million.

Loss on early extinguishment of debt: During the second quarter of 2014, we incurred a $8.2 million loss related to the redemption of our then existing Tranche B-1 term loans. The loss included the write off of previously unamortized debt issuance costs and original issuance discount costs.

Interest expense, net of capitalized interestand interest income was as follows:

	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014			2013
	(in millions)
Interest expense	$	62.9		$	29.2		$	131.5		$	58.3
Interest income	(0.1		)	(0.1		)	(0.2		)	(0.2		)
Capitalized interest	(0.8		)	(0.8		)	(2.5		)	(1.2		)
Interest expense, net	$	62.0		$	28.3		$	128.8		$	56.9

Interest expense is capitalized on internally constructed assets at our overall weighted average cost of borrowing. Interest expense increased due to the additional debt incurred to fund our acquisition of Ameristar and other development projects. The increase in capitalized interest for the six months ended June 30, 2014 is attributable to interest expense capitalization on our recently completed Belterra Park development and a hotel tower development at our Boomtown New Orleans property, which is currently expected to open by the end of 2014.

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Employee Benefit Plans (Details) (USD $)	3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014 Stock Options	Jun. 30, 2014 Stock Options	Jun. 30, 2013 Stock Options	Jun. 30, 2014 Restricted Stock Units	Jun. 30, 2014 Restricted Stock Units	Jun. 30, 2014 Performance Stock Units	Dec. 31, 2013 Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Awards, Cumulative Shares Issued	7,100,000		7,100,000
Share-based awards available for grant	1,400,000		1,400,000
Share-based compensation expense	$ 5,500,000	$ 3,400,000	$ 8,700,000	$ 5,200,000
Unamortized compensation costs					19,800,000	19,800,000		17,200,000	17,200,000
Unamortized compensation costs, period for recognition					2 years			2 years
Proceeds from Stock Options Exercised	$ 4,100,000	$ 2,300,000	$ 4,060,000	$ 2,288,000
Weighted-average grant date fair value						$ 9.08	$ 9.94
Options Outstanding [Roll Forward]
Options outstanding at January 1, 2014						5,509,246
Options outstanding at January 1, 2014, weighted average exercise price, beginning balance						$ 14.01
Options granted, shares						711,380
Options granted, weighted average exercise price						$ 23.47
Options exercised, shares						(302,078)
Options exercised, weighted average exercise price						$ 13.03
Options cancelled or forfeited, shares						(218,950)
Options cancelled or forfeited, weighted average exercise price						$ 18.07
Options outstanding at June 30, 2014					5,699,598	5,699,598
Options outstanding, weighted average exercise price, ending balance					$ 15.11	$ 15.11
Options exercisable at June 30, 2014, shares					3,016,460	3,016,460
Options exercisable at June 30, 2014, weighted average exercise price					$ 12.46	$ 12.46
Expected to vest after June 30, 2014					2,041,655	2,041,655
Expected to Vest, Weighted Average Exercise Price					$ 18.43	$ 18.43
Unvested Shares [Roll Forward]
Unvested shares at January 1, 2014									629,518		431,858
Unvested shares at January 1, 2014, Weighted-average grant date fair value									$ 20.11		$ 0
Unvested shares granted									424,678	123,283
Unvested shares ganted, Weighted-average grant date fair value									$ 23.60	$ 26.50
Unvested shares vested									(120,638)
Unvested shares vested, Weighted-average grant date fair value									$ 18.65
Unvested shares cancelled/forfeited									(62,190)	0
Unvested shares cancelled/forfeited, Weighted-average grant date fair value									$ 21.93	$ 0.00
Unvested shares at June 30, 2014								871,368	871,368	555,141	431,858
Unvested shares at June 30, 2014, Weighted-average grant date fair value								$ 22.08	$ 22.08	$ 23.61	$ 0

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Income Taxes (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Taxes
Income tax benefit (expense)	$ 1,093,000	$ 3,320,000	$ (1,097,000)	$ 4,388,000
Effective Income Tax Rate, Continuing Operations	32.10%	31.90%	6.30%	4.40%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate	35.00%
Valuation Allowance, Deferred Tax Asset, Change in Amount			$ 3,000,000

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Write-downs, reserves and recoveries, net (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Write Downs Reserves And Recoveries Net Abstract
Write-downs, reserves and recoveries, net	$ 2,579,000	$ 1,827,000	$ 3,224,000	$ 2,129,000
Losses associated with property lease abandonment charges	2,900,000
Asset Impairment Charges				$ 1,100,000

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Investments and Acquisition Activities (Details) (USD $)				12 Months Ended	3 Months Ended			3 Months Ended				3 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Aug. 12, 2013	Dec. 31, 2013 ACDL [Member]	Jun. 30, 2014 Farmworks	Dec. 31, 2013 Midwest [Member]	Dec. 31, 2013 Ameristar [Member]	Jun. 30, 2013 Retama Partners	Jun. 30, 2014 Retama Partners	Dec. 31, 2013 South Segment [Member]	Dec. 31, 2013 West [Member]	Sep. 30, 2013 Ameristar [Member]	Aug. 12, 2013 Ameristar [Member]
Schedule of Equity Method Investments
Equity Method Investment, Other than Temporary Impairment				$ 94,000,000
Equity Method Investment, Other Than Temporary Impairment, Recognized				92,200,000
Business Acquisition Costs Excluding Assumption Of Long Term Debt													1,800,000,000
Business Acquisition Transaction, Consideration for Equity Acquired													962,428,000
Repayments of Debt												878,828,000
Current and other assets	294,407,000	602,178,000											152,165,000
Property, Plant and Equipment, Net	3,068,828,000	3,036,515,000											1,783,735,000
Goodwill	919,282,000	919,282,000				551,100,000	860,800,000			231,500,000	78,200,000		860,805,000
Intangible Assets	539,761,000	500,084,000											524,200,000
Other non-current assets	84,426,000	87,800,000											39,496,000
Total assets	4,914,371,000	5,159,426,000											3,360,401,000
Current liabilities	354,246,000	372,406,000											179,493,000
Deferred tax liabilities													218,646,000
Other long-term liabilities	39,524,000	31,321,000											8,109,000
Total liabilities	4,659,707,000	4,934,256,000											1,519,145,000
Business Acquisition, Net Assets Acquired													1,841,256,000
Land and land improvements	391,700,000	391,700,000											162,770,000
Buildings, vessels and improvements	2,633,600,000	2,492,200,000											1,308,151,000
Furniture, fixtures and equipment	691,700,000	633,100,000											158,999,000
Construction in Progress	109,400,000	175,600,000											153,815,000
Business Acquisition, Total Property and Equipment Acquired													1,783,735,000
Trade names													187,000,000
Gaming licenses													258,800,000
Player relationships													74,000,000
Favorable leasehold interests													4,400,000
Acquired Intangible Assets													524,200,000
Long Term Purchase Commitment, Invested Amount					2,000,000
Business Acquisition, Percentage of Voting Interests Acquired									75.50%
Goodwill, Acquired During Period								3,300,000
Intangible Asset, Acquired During Period								5,000,000
Promissory Notes	10,700,000	9,500,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount			176,900,000
Held-to-maturity, Corporate Bonds	11,400,000
Long-term Debt	$ 4,109,500,000	$ 4,380,100,000											$ 1,112,897,000

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation and Organization: Pinnacle Entertainment, Inc. is an owner, operator and developer of casinos and related hospitality and entertainment facilities. References in these footnotes to “Pinnacle,” the “Company,” “we,” “our” or “us” refer to Pinnacle Entertainment, Inc. and its subsidiaries, except where stated or the context otherwise indicates.

We own and operate 15 gaming entertainment properties, located in Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada and Ohio. We also hold a majority interest in the racing license owner, as well as a management contract, for Retama Park Racetrack outside of San Antonio, Texas. In addition to these properties, we own and operate a live and televised poker tournament series under the trade name Heartland Poker Tour. Our reporting segments are as follows:

Midwest segment, which includes:	Location
Ameristar Council Bluffs	Council Bluffs, Iowa
Ameristar East Chicago	East Chicago, Indiana
Ameristar Kansas City	Kansas City, Missouri
Ameristar St. Charles	St. Charles, Missouri
Belterra	Florence, Indiana
Belterra Park	Cincinnati, Ohio
River City	St. Louis, Missouri
South segment, which includes:	Location
Ameristar Vicksburg	Vicksburg, Mississippi
Boomtown Bossier City	Bossier City, Louisiana
Boomtown New Orleans	New Orleans, Louisiana
L'Auberge Baton Rouge	Baton Rouge, Louisiana
L'Auberge Lake Charles	Lake Charles, Louisiana
West segment, which includes:	Location
Ameristar Black Hawk	Black Hawk, Colorado
Cactus Petes	Jackpot, Nevada
Horseshu	Jackpot, Nevada

We have classified certain of our assets and liabilities as held for sale in our unaudited Condensed Consolidated Balance Sheets and included the related results of operations in discontinued operations. The operating results of Lumière Place Casino, HoteLumière, the Four Seasons Hotel St. Louis, and related excess land parcels (collectively the "Lumière Place Casino and Hotels") have been reclassified as discontinued operations. In April 2014, we completed the sale of the ownership interests in the Lumière Place Casino and Hotels and received net cash proceeds of $252.3 million, net of approximately $11.0 million in cash acquired by the buyer, subject to a net working capital adjustment. For further information, see Note 7, Discontinued Operations. The unaudited Condensed Consolidated Statements of Cash Flows have not been adjusted for discontinued operations.

Principles of Consolidation: The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions of the Securities and Exchange Commission (the “SEC”) to the Quarterly Report on Form 10-Q and, therefore, do not include all information and notes necessary for complete financial statements in conformity with the instructions for generally accepted accounting principles in the United States (“GAAP”). The results for the periods indicated are unaudited, but reflect all adjustments that management considers necessary for a fair presentation of operating results. The unaudited Condensed Consolidated Financial Statements include the accounts of Pinnacle Entertainment, Inc. and its subsidiaries. Investments in unconsolidated affiliates in which we have the ability to exercise significant influence are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

The results of operations for interim periods are not indicative of a full year of operations. These unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2013.

Use of Estimates: The preparation of unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Estimates used by us include, among other things, estimates required to allocate the purchase price of business combination transactions to tangible and identifiable intangible assets acquired and liabilities assumed, the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, estimated income tax provisions, the evaluation of the future realization of deferred tax assets, determining the adequacy of reserves for self-insured liabilities and our customer loyalty programs, estimated cash flows in assessing the recoverability of long-lived assets, asset impairments, goodwill and intangible assets, contingencies and litigation, and estimates of the forfeiture rate and expected life of share-based awards and stock price volatility when computing share-based compensation expense. Actual results may differ from those estimates.

Fair Value: Fair value measurements affect our accounting and impairment assessments of our long-lived assets, investments in unconsolidated affiliates, assets acquired in an acquisition, goodwill, and other intangible assets. Fair value measurements also affect our accounting for certain financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: "Level 1" inputs, such as quoted prices in an active market for identical assets or liabilities; "Level 2" inputs, which are observable inputs for similar assets; or "Level 3" inputs, which are unobservable inputs.

The following table presents a summary of fair value measurements by level for certain liabilities measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets:

			Fair Value Measurements Using:
	Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
As of June 30, 2014
Liabilities:
Deferred compensation	$	0.6	$	0.6	$	—	$	—
As of December 31, 2013
Liabilities:
Deferred compensation	$	0.8	$	0.8	$	—	$	—

The following table presents a summary of fair value measurements by level for certain financial instruments not measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets for which it is practicable to estimate fair value:

					Fair Value Measurements Using:
	Total Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
As of June 30, 2014	(in millions)
Assets:
Held-to-maturity securities	$	14.8	$	30.1	$	—	$	26.7	$	3.4
Promissory notes	$	10.7	$	17.6	$	—	$	17.6	$	—
Liabilities:
Long-term debt	$	4,109.5	$	4,272.3	$	—	$	4,272.3	$	—
As of December 31, 2013
Assets:
Held-to-maturity securities	$	14.8	$	30.1	$	—	$	26.7	$	3.4
Promissory notes	$	9.5	$	16.5	$	—	$	16.5	$	—
Liabilities:
Long-term debt	$	4,380.1	$	4,511.9	$	—	$	4,511.9	$	—

The estimated fair values for certain of our long-term held-to-maturity securities and our long-term promissory notes were based on Level 2 inputs using observable market data for comparable instruments in establishing prices.

The estimated fair values for certain of our long-term held-to-maturity securities were based on Level 3 inputs using a present value of future cash flow valuation technique that relies on management assumptions and qualitative observations. Key significant unobservable inputs in this technique include discount rate risk premiums and probability-weighted cash flow scenarios.

The estimated fair values of our long-term debt includes the fair value of our senior notes, senior subordinated notes, senior secured credit facility and term loan were based on Level 2 inputs of observable market data on comparable debt instruments on or about June 30, 2014 and December 31, 2013.

The fair values of our short term financial instruments approximate the carrying values due to their short term nature.

Land, Buildings, Vessels and Equipment: Land, buildings, vessels and equipment are stated at cost. Land includes land not currently being used in our operations, which totaled $35.7 million at June 30, 2014. We capitalize the costs of improvements that extend the life of the asset. We expense maintenance and repair costs as incurred. Gains or losses on the disposition of land, buildings, vessels and equipment are included in the determination of income.

Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project, during the periods in which activities necessary to get the property ready for its intended use are in progress. The costs incurred for development projects are carried at cost. Interest costs associated with development projects are capitalized as part of the cost of the constructed asset. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project, or discernible portion of the project, is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. For further discussion, see Note 2, Long-term Debt.

The following table presents a summary of our land, buildings, vessels and equipment:

	June 30, 2014			December 31, 2013
	(in millions)
Land, buildings, vessels and equipment:
Land and land improvements	$	391.7		$	391.7
Buildings, vessels and improvements	2,633.6			2,492.2
Furniture, fixtures and equipment	691.7			633.1
Construction in progress	109.4			175.6
Land, buildings, vessels and equipment, gross	3,826.4			3,692.6
Less: accumulated depreciation	(757.6		)	(656.1		)
Land, buildings, vessels and equipment, net	$	3,068.8		$	3,036.5

Equity Method Investments: We apply equity method accounting for investments when we do not control the investee, but have the ability to exercise significant influence over its operating and finance policies. Equity method investments are recorded at cost, with the allocable portion of the investee's income or loss reported in earnings, and adjusted for capital contributions to and distributions from the investee. Distributions in excess of equity method earnings, if any, are recognized as a return of investment and recorded as investing cash flows in the unaudited Condensed Consolidated Statements of Cash Flows. We review our equity investments for impairment whenever events or changes in circumstances indicate that the carrying value of our investment may have experienced an other-than-temporary decline in value.

Goodwill and Other Intangible Assets: Goodwill and other indefinite-lived intangible assets are subject to an annual assessment for impairment during the fourth quarter, or more frequently if there are indications of possible impairment, by applying a qualitative and/or quantitative fair-value-based test. There were no impairments to goodwill or intangible assets recognized during the six months ended June 30, 2014 and 2013, respectively. During the six months ended June 30, 2014, we recorded a $50.0 million intangible asset related to Belterra Park's video lottery terminal ("VLT") license. Such amount is included in "Intangible assets, net" in our unaudited Condensed Consolidated Balance Sheet. As of June 30, 2014, we have made payments of $25.0 million for Belterra Park's VLT license and have accrued $25.0 million for the remaining amount due in 2015. Such amount is included in "Other accrued liabilities" in our unaudited Condensed Consolidated Balance Sheet.

Customer Loyalty Programs: We offer incentives to our customers through our mychoice customer loyalty program. Under the mychoice customer loyalty program, customers earn points based on their level of play that may be redeemed for various benefits, such as cash back, dining, or hotel stays, among others. The reward credit balance under the plan will be forfeited if the customer does not earn any reward credits over the prior six-month period. In addition, based on their level of play, customers can earn additional benefits without redeeming points, such as a car lease, among other items.

We accrue a liability for the estimated cost of providing these benefits as the benefits are earned. Estimates and assumptions are made regarding cost of providing the benefits, breakage rates, and the mix of goods and services customers will choose. We use historical data to assist in the determination of estimated accruals. Changes in estimates or customer redemption habits could produce significantly different results. At June 30, 2014 and December 31, 2013, we had accrued $32.7 million and $18.9 million, respectively, for the estimated cost of providing mychoice benefits. As of December 31, 2013, we had accrued $12.8 million for the estimated cost of providing benefits under Ameristar Casinos, Inc. ("Ameristar") customer loyalty program. In April 2014, we expanded the mychoice loyalty program to all Ameristar properties as part of the integration of the Ameristar properties, and now we offer benefits solely through the mychoice customer loyalty program. The accrual increased in 2014 primarily as a result of the addition of customer loyalty program members associated with the Ameristar properties. Such amounts are included in "Other accrued liabilities" in our unaudited Condensed Consolidated Balance Sheets.

Revenue Recognition. Gaming revenues consist of the net win from gaming activities, which is the difference between amounts wagered and amounts paid to winning patrons. Food and beverage, lodging, retail, entertainment, and other operating revenues are recognized as products are delivered or services are performed.

The retail value of food and beverage, lodging and other services furnished to guests on a complimentary basis is included in total revenues and then deducted as promotional allowances in calculating revenues. The estimated cost of providing such promotional allowances is primarily included in gaming expenses. Complimentary revenues that have been excluded from the accompanying unaudited Condensed Consolidated Statements of Operations were as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Food and beverage	$	33.7	$	17.2	$	66.9	$	33.6
Lodging	15.1		7.5		31.1		14.4
Other	4.4		2.9		8.2		5.6
Total promotional allowances	$	53.2	$	27.6	$	106.2	$	53.6

The cost to provide such complimentary benefits were as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Promotional allowance costs included in gaming expense	$	39.3	$	20.0	$	77.4	$	40.4

Gaming Taxes: We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate, subject to applicable jurisdictional adjustments. These gaming taxes are an assessment on our gaming revenues and are recorded as a gaming expense in the unaudited Condensed Consolidated Statements of Operations, which were as follow:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Gaming taxes	$	141.5	$	68.7	$	274.3	$	138.8

Pre-opening and Development Costs: Pre-opening and development costs are expensed as incurred. Pre-opening and development costs consist of the following:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Ameristar acquisition (1)	$	2.0	$	16.6	$	2.4	$	23.3
Belterra Park (2)	4.7		0.1		7.4		0.3
Other	0.2		0.5		0.5		1.2
Total pre-opening and development costs	$	6.9	$	17.2	$	10.3	$	24.8

(1) Amounts principally comprised of legal and advisory expenses, severance charges and other costs and expenses related to the financing and integration of the acquisition of Ameristar.

(2) Belterra Park opened on May 1, 2014.

Earnings per Share: The computation of basic and diluted earnings per share (“EPS”) is based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. Diluted earnings per share reflect the additional dilution from all potentially dilutive securities, such as in-the-money stock options and restricted stocks units. Out-of-money stock options were excluded from calculation of diluted earnings per share because including them would have been anti-dilutive, and totaled 1.4 million and 1.3 million shares for the three and six months ended June 30, 2014.

For the three months ended June 30, 2014 and for the three and six months ended June 30, 2013, we recorded losses from continuing operations. Accordingly, the potential dilution from the assumed exercise of stock options is anti-dilutive. As a result, basic earnings per share is equal to diluted earnings per share for the period. For the three months ended June 30, 2014 and for the three and six months ended June 30, 2013, securities that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share amounted to 1.9 million, 1.6 million and 1.4 million shares, respectively.

Reclassifications: The unaudited Condensed Consolidated Financial Statements reflect certain reclassifications to prior year amounts to conform to classification in the current period. In addition, prior year amounts have been adjusted for reclassification of the Lumière Place Casino and Hotels from continuing operations to discontinued operations and Note 10, Segment Information, has been recast to reflect our current reporting segment presentation. These reclassifications had no effect on the previously reported net losses.

Recently Issued Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance for income taxes which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward exists. The objective in issuing this amendment is to eliminate diversity in practice resulting from a lack of guidance on this topic in current GAAP. Under the amendment, an entity must present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for an NOL carryforward, a similar tax loss, or a tax credit carryforward except under certain conditions. The amendment is effective for fiscal years beginning after December 15, 2013, and for interim periods within those years, and should be applied to all unrecognized tax benefits that exist as of the effective date. We adopted this guidance during the first quarter of 2014 and it did not have a material impact on our consolidated financial statements.

In April 2014, the FASB issued an accounting standards update in connection with reporting discontinued operations and disclosures of disposals of components of entities. The accounting standards update changes the criteria for reporting discontinued operations. Under the amendment a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when any of the following occurs: (i) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (ii) the component of an entity or group of components of an entity is disposed of by sale; and (iii) the component of an entity or group of components of an entity is disposed of other than by sale. This new guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity and all business activities, on acquisition, that are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. We are currently evaluating the impact of adopting this accounting standards update on our consolidated financial statements.

In May 2014, as part of its ongoing efforts to assist in the convergence of GAAP and International Financial Reporting Standards, the FASB issued a new standard related to revenue recognition. Under the new standard, recognition of revenue occurs when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. The new standard will be effective for fiscal years beginning after December 15, 2016. We are currently evaluating the impact of adopting this accounting standards update on our consolidated financial statements.

In June 2014, the FASB issued an accounting standard update with respect to performance share awards. This accounting standard update requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period or periods for which the requisite service has already been rendered. The effective date for this update is for the annual and interim periods beginning after December 15, 2015. Early application is permitted. We are currently evaluating the impact of adopting this accounting standards update on our consolidated financial statements.

A variety of proposed or otherwise potential accounting standards are currently under review and study by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of any such proposed or revised standards would have on our unaudited Condensed Consolidated Financial Statements.

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Discontinued Operations (Details) (USD $)	3 Months Ended		6 Months Ended			3 Months Ended			6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Jun. 30, 2014 Lumiere Place [Member]	Dec. 31, 2013 Ameristar Lake Charles [Domain]	Jun. 30, 2014 Boomtown Reno [Member] acre	Jun. 30, 2014 Atlantic City [Member]	Jun. 30, 2014 Springfield, Massachusetts [Domain] acre
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Divestiture of Business, Purchase price, Net						$ 252,300,000
Cash Divested from Deconsolidation						11,000,000
Cash Refund to Buyer from Divestiture of Business, Working Capital Adjustment						2,000,000
Proceeds from Divestiture of Businesses							180,000,000
Proceed From Divestiture of Business, Retained Cash Deposit							35,000,000
Proceed From Divestiture of Business, Additional Cash Consideration, Subsequent Release From Escrow							25,000,000
Proceed From Divestiture of Business, Deferred Consideration							10,000,000
Reno additional land for sale (acres)										40
Number of acres held from discontinued operation								810
Proceeds from Sale of Property Held-for-sale									29,500,000
Income (Loss) from Discontinued Operation Disclosures
Revenues	0	48,800,000	41,000,000	95,000,000
Operating loss	(100,000)	5,100,000	200,000	9,200,000
Income tax benefit	100,000	(3,100,000)	(100,000)	(4,800,000)
Assets:
Land, buildings, vessels and equipment, net	13,000,000		13,000,000		275,300,000
Other assets, net	12,600,000		12,600,000		47,200,000
Assets of discontinued operations held for sale	25,596,000		25,596,000		322,548,000
Liabilities:
Liabilities of discontinued operations held for sale	4,346,000		4,346,000		26,103,000
Net assets	$ 21,300,000		$ 21,300,000		$ 296,400,000

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Gaming	$ 493,281	$ 235,829	$ 973,421	$ 476,026
Food and beverage	30,356	14,597	57,969	27,536
Lodging	13,802	6,074	24,592	10,832
Retail, entertainment and other	17,751	10,757	31,977	19,480
Total revenues	555,190	267,257	1,087,959	533,874
Expenses and other costs:
Gaming	266,604	135,088	514,598	270,833
Food and beverage	28,199	12,491	52,911	23,949
Lodging	6,465	3,180	11,594	6,149
Retail, entertainment and other	6,688	5,618	11,264	9,328
General and administrative	112,148	51,438	212,415	101,239
Depreciation and amortization	58,773	22,496	117,084	45,655
Pre-opening and development costs	6,907	17,212	10,319	24,765
Write-downs, reserves and recoveries, net	2,579	1,827	3,224	2,129
Total expenses and other costs	488,363	249,350	933,409	484,047
Operating income	66,827	17,907	154,550	49,827
Interest expense, net	(62,003)	(28,327)	(128,792)	(56,920)
Loss on early extinguishment of debt	(8,234)	0	(8,234)	0
Loss from equity method investments	0	0	0	(92,181)
Income (loss) from continuing operations before income taxes	(3,410)	(10,420)	17,524	(99,274)
Income tax (expense) benefit	1,093	3,320	(1,097)	4,388
Income (loss) from continuing operations	(2,317)	(7,100)	16,427	(94,886)
Income from discontinued operations, net of income taxes	26	1,993	325	4,388
Net income (loss)	(2,291)	(5,107)	16,752	(90,498)
Net loss attributable to non-controlling interest	(32)	(25)	(36)	(25)
Net income (loss) attributable to Pinnacle Entertainment, Inc.	$ (2,259)	$ (5,082)	$ 16,788	$ (90,473)
Net income (loss) per common share—basic
Income (loss) from continuing operations	$ (0.04)	$ (0.12)	$ 0.28	$ (1.62)
Income from discontinued operations, net of income taxes	$ 0.00	$ 0.03	$ 0.00	$ 0.07
Net income (loss) per common share—basic	$ (0.04)	$ (0.09)	$ 0.28	$ (1.55)
Net income (loss) per common share—diluted
Income (loss) from continuing operations	$ (0.04)	$ (0.12)	$ 0.27	$ (1.62)
Income from discontinued operations, net of income taxes	$ 0.00	$ 0.03	$ 0.00	$ 0.07
Net income (loss) per common share—diluted	$ (0.04)	$ (0.09)	$ 0.27	$ (1.55)
Number of shares—basic	59,593	58,523	59,429	58,431
Number of shares—diluted	59,593	58,523	61,328	58,431

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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Retained Deficit	Accumulated Other Comprehensive Income	Treasury Stock	Total Attributable to Parent Company	Non-controlling Interest
Beginning balance at Dec. 31, 2013	$ 225,170	$ 6,557	$ 1,075,896	$ (798,049)	$ 390	$ (71,090)	$ 213,704	$ 11,466
Beginning balance, shares at Dec. 31, 2013		59,198,000
Increase (Decrease) in Stockholders' Equity
Net income	16,752	0	0	16,788	0	0	16,788	(36)
Share-based compensation	8,630	0	8,630	0	0	0	8,630	0
Common stock issuance and option exercises		314,000
Common stock issuance and option exercises	4,047	31	4,016	0	0	0	4,047	0
Share Issuance, shares		261,000
Share Issuance	65	27	38	0	0	0	65	0
Ending balance at Jun. 30, 2014	$ 254,664	$ 6,615	$ 1,088,580	$ (781,261)	$ 390	$ (71,090)	$ 243,234	$ 11,430
Ending balance, shares at Jun. 30, 2014		59,773,000

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Segment Information (Details) (USD $)	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013
Revenues:
Revenues	$ 555,190,000		$ 267,257,000		$ 1,087,959,000		$ 533,874,000
Adjusted EBITDA [Abstract]
Adjusted EBITDA	140,600,000	[1]	62,800,000	[1]	293,800,000	[2]	127,600,000	[2]
Other benefits (costs) [Abstract]
Depreciation and amortization	(58,773,000)		(22,496,000)		(117,084,000)		(45,655,000)
Pre-opening and development costs	(6,907,000)		(17,212,000)		(10,319,000)		(24,765,000)
Non-cash share-based compensation expense	(5,500,000)		(3,400,000)		(8,700,000)		(5,200,000)
Write-downs, reserves and recoveries, net	(2,579,000)		(1,827,000)		(3,224,000)		(2,129,000)
Interest expense, net	(62,003,000)		(28,327,000)		(128,792,000)		(56,920,000)
Loss from equity method investments	0		0		0		(92,181,000)
Loss on early extinguishment of debt	(8,234,000)		0		(8,234,000)		0
Income tax (expense) benefit	1,093,000		3,320,000		(1,097,000)		4,388,000
Income (loss) from continuing operations	(2,317,000)		(7,100,000)		16,427,000		(94,886,000)
Capital expenditures					149,746,000		106,389,000
Midwest [Member]
Revenues:
Revenues	296,400,000	[3]	87,100,000	[3]	576,700,000	[3]	174,200,000	[3]
Adjusted EBITDA [Abstract]
Adjusted EBITDA	84,200,000	[3]	23,000,000	[3]	174,300,000	[2],[3]	45,100,000	[2],[3]
Other benefits (costs) [Abstract]
Capital expenditures					112,800,000		59,700,000
South Segment [Domain]
Revenues:
Revenues	203,700,000	[4]	178,800,000	[4]	403,700,000		357,600,000
Adjusted EBITDA [Abstract]
Adjusted EBITDA	62,000,000	[4]	46,200,000	[4]	126,700,000	[2]	93,900,000	[2]
Other benefits (costs) [Abstract]
Capital expenditures					26,600,000		41,800,000
West [Member]
Revenues:
Revenues	53,700,000	[2]	0	[2]	104,300,000		0
Adjusted EBITDA [Abstract]
Adjusted EBITDA	19,100,000	[2]	0	[2]	37,300,000	[2]	0	[2]
Other benefits (costs) [Abstract]
Capital expenditures					2,400,000	[3]	0	[3]
Operating Segments [Member]
Revenues:
Revenues	553,800,000		265,900,000		1,084,700,000		531,800,000
Adjusted EBITDA [Abstract]
Adjusted EBITDA	165,300,000		69,200,000		338,300,000		139,000,000
Corporate and Other
Revenues:
Revenues	1,400,000		1,400,000		3,300,000		2,100,000
Adjusted EBITDA [Abstract]
Adjusted EBITDA	(24,700,000)	[5]	(6,400,000)	[5]	(44,500,000)	[1],[2]	(11,400,000)	[1],[2]
Other benefits (costs) [Abstract]
Capital expenditures					$ 7,900,000		$ 4,900,000

[1] (d)We define Consolidated Adjusted EBITDA as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, gain (loss) on sale of equity security investments, income (loss) from equity method investments, non-controlling interest and discontinued operations. We define Adjusted EBITDA for each operating segment as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, inter-company management fees, gain (loss) on sale of certain assets, gain (loss) on early extinguishment of debt, gain (loss) on sale of discontinued operations, and discontinued operations. We define Adjusted EBITDA margin as Adjusted EBITDA for the segment divided by segment revenues. We use Consolidated Adjusted EBITDA and Adjusted EBITDA for each segment to compare operating results among our properties and between accounting periods. Consolidated Adjusted EBITDA and Adjusted EBITDA have economic substance because they are used by management as measures to analyze the performance of our business and are especially relevant in evaluating large, long-lived casino-hotel projects because they provide a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We eliminate the results from discontinued operations at the time they are deemed discontinued. We also review pre-opening and development expenses separately, as such expenses are also included in total project costs when assessing budgets and project returns, and because such costs relate to anticipated future revenues and income. We believe that Consolidated Adjusted EBITDA and Adjusted EBITDA are useful measures for investors because they are indicators of the performance of ongoing business operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value of companies within our industry. In addition, our credit agreement and bond indentures require compliance with financial measures similar to Consolidated Adjusted EBITDA. Consolidated Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, or as an alternative to any other measure provided in accordance with GAAP. Our calculations of Adjusted EBITDA and Consolidated Adjusted EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

[2] (c)Our West segment consists of Ameristar Black Hawk located in Colorado, and Cactus Petes and Horseshu both of which are located in Nevada.

[3] (a)Our Midwest segment consists of Ameristar Council Bluffs, located in Iowa, Ameristar East Chicago located in Indiana, Belterra located in Indiana, Ameristar Kansas City located in Missouri, Ameristar St. Charles located in Missouri, River City located in Missouri, and Belterra Park located in Ohio.

[4] (b)Our South segment consists of Ameristar Vicksburg located in Mississippi, Boomtown Bossier City located in Louisiana, Boomtown New Orleans located in Louisiana, L'Auberge Baton Rouge located in Louisiana and L'Auberge Lake Charles located in Louisiana.

[5] (e)Corporate expenses represent payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. Beginning in the 2013 third quarter, we changed the methodology used to allocate corporate expenses to our reportable segments. Historically, we allocated direct and some indirect expenses incurred at the corporate headquarters to each property. Expenses incurred at the corporate headquarters that were related to property operations, but not directly attributable to a specific property, were allocated, typically on a pro rata basis, to each property. Only the remaining corporate expenses that were not related to an operating property were retained in the Corporate expense category. Under our new methodology, only corporate expenses that are directly attributable to a property were allocated to each applicable property. All other costs incurred relating to management and consulting services provided by corporate headquarters to the properties are now allocated to those properties based on their respective share of the monthly consolidated net revenues in the form of a management fee. The corporate management fee is excluded in the calculation of segment Adjusted EBITDA and is completely eliminated in any consolidated financial results. The change in methodology increases Adjusted EBITDA for the reportable segments with a corresponding increase in corporate expense, resulting in no impact to Consolidated Adjusted EBITDA.

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Investments and Acquisition Activities Investment and Acquisition Activities (Tables)

6 Months Ended

Jun. 30, 2014

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The purchase price totaled $1.8 billion (excluding assumed debt). The purchase price was comprised of the following (in thousands):

Consideration for Ameristar equity	$	962,428
Repayment of Ameristar debt	878,828
	$	1,841,256

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill (in thousands).

Current and other assets	$	152,165
Property and equipment	1,783,735
Goodwill	860,805
Intangible assets	524,200
Other non-current assets	39,496
Total assets	$	3,360,401
Current liabilities	179,493
Deferred tax liabilities	218,646
Other long-term liabilities	8,109
Debt	1,112,897
Total liabilities	1,519,145
Net assets acquired	$	1,841,256

Schedule of Property, Plant and Equipment Acquired in a Business Acquisition [Table Text Block]

The following table summarizes the acquired property and equipment.

	As Recorded at Fair Value
	(in thousands)
Land and land improvements	$	162,770
Buildings, vessels and improvements	1,308,151
Furniture, fixtures and equipment	158,999
Construction in progress (a)	153,815
Total property and equipment acquired	$	1,783,735

(a) Included in acquired construction in progress were the assets of the Ameristar Casino Resort Spa Lake Charles development. These assets were sold in November 2013. See Note 7, Discontinued Operations, for further detail.

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

The following table summarizes the acquired intangible assets.

	As Recorded at Fair Value
	(in thousands)
Trade names	$	187,000
Gaming licenses	258,800
Player relationships	74,000
Favorable leasehold interests	4,400
Total intangible assets acquired	$	524,200

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Consolidating Condensed Financial Informtaion (Tables)

6 Months Ended

Jun. 30, 2014

Consolidating Condensed Financial Information [Abstract]

Consolidating Condensed Financial Information

Consolidating Condensed Financial Information

Our subsidiaries (excluding subsidiaries with approximately $62.7 million in cash and other assets as of June 30, 2014, that include a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries) have fully, unconditionally, jointly, and severally guaranteed the payment of all obligations under our senior and senior subordinated notes and our Credit Facility. Our subsidiary that owns our equity interest in Retama Park Racetrack does not guarantee our Credit Facility. Separate financial statements and other disclosures regarding the subsidiary guarantors are not included herein because management has determined that such information is not material to investors. In lieu thereof, we include the following:

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the three months ended June 30, 2014
Statement of Operations
Revenues:
Gaming	$	—		$	493.3		$	—		$	—		$	493.3
Food and beverage	—			30.4			—			—			30.4
Lodging	—			13.8			—			—			13.8
Retail, entertainment and other	—			17.7			—			—			17.7
	—			555.2			—			—			555.2
Expenses:
Gaming	—			266.6			—			—			266.6
Food and beverage	—			28.2			—			—			28.2
Lodging	—			6.5			—			—			6.5
Retail, entertainment and other	—			6.7			—			—			6.7
General and administrative and other	28.6			83.4			0.1			—			112.1
Pre-opening and development costs	2.1			4.7			0.2			—			7.0
Depreciation and amortization	1.8			56.9			—			—			58.7
Write-downs, reserves and recoveries, net	3.0			(0.4		)	—			—			2.6
	35.5			452.6			0.3			—			488.4
Operating income (loss)	(35.5		)	102.6			(0.3		)	—			66.8
Equity earnings of subsidiaries	65.1			—			—			(65.1		)	—
Interest expense, net	(62.8		)	0.8			—			—			(62.0		)
Loss on early extinguishment of debt	(8.2		)	—			—			—			(8.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(41.4		)	103.4			(0.3		)	(65.1		)	(3.4		)
Management fee and inter-company interest	38.0			(38.0		)	—			—			—
Income tax expense	1.1			—			—			—			1.1
Income (loss) from continuing operations	(2.3		)	65.4			(0.3		)	(65.1		)	(2.3		)
Income (loss) from discontinued operations, net of taxes	—			—			—			—			—
Net income (loss)	$	(2.3	)	$	65.4		$	(0.3	)	$	(65.1	)	$	(2.3	)

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the six months ended June 30, 2014
Statement of Operations
Revenues:
Gaming	$	—		$	973.4		$	—		$	—		$	973.4
Food and beverage	—			58.0			—			—			58.0
Lodging	—			24.6			—			—			24.6
Retail, entertainment and other	—			32.0			—			—			32.0
	—			1,088.0			—			—			1,088.0
Expenses:
Gaming	—			514.6			—			—			514.6
Food and beverage	—			52.9			—			—			52.9
Lodging	—			11.6			—			—			11.6
Retail, entertainment and other	—			11.3			—			—			11.3
General and administrative and other	51.3			161.0			0.1			—			212.4
Pre-opening and development costs	2.6			7.5			0.2			—			10.3
Depreciation and amortization	3.5			113.6			—			—			117.1
Write-downs, reserves and recoveries, net	3.0			0.2			—			—			3.2
	60.4			872.7			0.3			—			933.4
Operating income (loss)	(60.4		)	215.3			(0.3		)	—			154.6
Equity earnings of subsidiaries	141.1			—			—			(141.1		)	—
Interest expense, net	(131.2		)	2.4			—			—			(128.8		)
Loss on early extinguishment of debt	(8.2		)	—			—			—			(8.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(58.7		)	217.7			(0.3		)	(141.1		)	17.6
Management fee and inter-company interest	76.6			(76.6		)	—			—			—
Income tax expense	(1.1		)	—			—			—			(1.1		)
Income (loss) from continuing operations	16.8			141.1			(0.3		)	(141.1		)	16.5
Income (loss) from discontinued operations, net of taxes	—			0.4			(0.1		)	—			0.3
Net income (loss)	$	16.8		$	141.5		$	(0.4	)	$	(141.1	)	$	16.8

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the three months ended June 30, 2013
Statement of Operations
Revenues:
Gaming	$	—		$	235.8		$	—		$	—		$	235.8
Food and beverage	—			14.6			—			—			14.6
Lodging	—			6.1			—			—			6.1
Retail, entertainment and other	—			10.7			—			—			10.7
	—			267.2			—			—			267.2
Expenses:
Gaming	—			135.1			—			—			135.1
Food and beverage	—			12.5			—			—			12.5
Lodging	—			3.2			—			—			3.2
Retail, entertainment and other	—			5.6			—			—			5.6
General and administrative and other	8.9			42.4			0.1			—			51.4
Pre-opening and development costs	16.6			0.3			0.3			—			17.2
Depreciation and amortization	1.0			21.5			—			—			22.5
Write-downs, reserves and recoveries, net	1.1			0.7			—			—			1.8
	27.6			221.3			0.4			—			249.3
Operating income (loss)	(27.6		)	45.9			(0.4		)	—			17.9
Equity earnings of subsidiaries	45.9			—			—			(45.9		)	—
Interest expense, net	(29.2		)	0.9			—			—			(28.3		)
Loss from equity method investment	—			—			—			—			—
Income (loss) from continuing operations before inter-company activity and income taxes	(10.9		)	46.8			(0.4		)	(45.9		)	(10.4		)
Management fee and inter-company interest	2.5			(2.8		)	—			0.3			—
Income tax benefit	3.3			—			—			—			3.3
Income (loss) from continuing operations	(5.1		)	44.0			(0.4		)	(45.6		)	(7.1		)
Income from discontinued operations, net of taxes	—			2.0			—			—			2.0
Net income (loss)	$	(5.1	)	$	46.0		$	(0.4	)	$	(45.6	)	$	(5.1	)

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the six months ended June 30, 2013
Statement of Operations
Revenues:
Gaming	$	—		$	476.0		$	—		$	—		$	476.0
Food and beverage	—			27.5			—			—			27.5
Lodging	—			10.8			—			—			10.8
Retail, entertainment and other	0.1			19.4			—			—			19.5
	0.1			533.7			—			—			533.8
Expenses:
Gaming	—			270.8			—			—			270.8
Food and beverage	—			23.9			—			—			23.9
Lodging	—			6.1			—			—			6.1
Retail, entertainment and other	—			9.3			—			—			9.3
General and administrative and other	15.2			85.7			0.3			—			101.2
Pre-opening and development costs	23.7			0.8			0.3			—			24.8
Depreciation and amortization	2.6			43.1			—			—			45.7
Write-downs, reserves and recoveries, net	1.1			1.1			(0.1		)	—			2.1
	42.6			440.8			0.5			—			483.9
Operating income (loss)	(42.5		)	92.9			(0.5		)	—			49.9
Equity earnings of subsidiaries	0.7			—			—			(0.7		)	—
Interest expense, net	(58.2		)	1.3			—			—			(56.9		)
Loss on early extinguishment of debt	—			—			—			—			—
Loss from equity method investment	—			—			(92.2		)	—			(92.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(100.0		)	94.2			(92.7		)	(0.7		)	(99.2		)
Management fee and inter-company interest	5.2			(5.2		)	—			—			—
Income tax benefit	4.4			—			—			—			4.4
Income (loss) from continuing operations	(90.4		)	89.0			(92.7		)	(0.7		)	(94.8		)
Income from discontinued operations, net of taxes	—			4.4			—			—			4.4
Net income (loss)	$	(90.4	)	$	93.4		$	(92.7	)	$	(0.7	)	$	(90.4	)

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)		Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
As of June 30, 2014
Balance Sheet
Current assets	41.1			$	202.9	$	24.8		$	—		$	268.8
Property and equipment, net	37.0			3,026.2		5.6			—			3,068.8
Goodwill	—			916.0		3.3			—			919.3
Intangible assets, net	—			534.8		5.0			—			539.8
Other non-current assets	63.2			5.6		23.3			—			92.1
Investment in subsidiaries	4,343.6			—		—			(4,343.6		)	—
Assets of discontinued operations held for sale	3.5			22.1		0.7			(0.8		)	25.5
Inter-company	—			168.4		—			(168.4		)	—
Total assets	$	4,488.4		$	4,876.0	$	62.7		$	(4,512.8	)	$	4,914.3
Current liabilities	$	61.1		$	288.5	$	0.3		$	—		$	349.9
Long-term debt (excluding current portion)	4,098.5			—		—			—			4,098.5
Other non-current liabilities	(81.6		)	288.6		—			—			207.0
Liabilities of discontinued operations held for sale	—			4.3		—			—			4.3
Inter-company	167.2			—		1.2			(168.4		)	—
Total liabilities	4,245.2			581.4		1.5			(168.4		)	4,659.7
Additional paid in capital	1,088.5			3,641.1		324.4			(3,965.5		)	1,088.5
Accumulated deficit	(781.3		)	653.1		(274.6		)	(378.5		)	(781.3		)
Common stock, treasury stock and other	(64.0		)	0.4		—			(0.4		)	(64.0		)
Total Pinnacle stockholders' equity	243.2			4,294.6		49.8			(4,344.4		)	243.2
Non-controlling interest	—			—		11.4			—			11.4
Total equity	243.2			4,294.6		61.2			(4,344.4		)	254.6
Total liabilities and stockholders' equity	$	4,488.4		$	4,876.0	$	62.7		$	(4,512.8	)	$	4,914.3
As of December 31, 2013
Balance Sheet
Current assets	$	66.8		$	185.1	$	27.7		$	—		$	279.6
Property and equipment, net	47.7			2,983.1		5.7			—			3,036.5
Goodwill	—			916.0		3.3			—			919.3
Intangible assets, net	—			495.1		5.0			—			500.1
Other non-current assets	72.6			6.6		22.1			—			101.3
Investment in subsidiaries	4,508.3			—		—			(4,508.3		)	—
Assets of discontinued operations held for sale	3.4			318.8		1.2			(0.8		)	322.6
Inter-company	—			55.7		—			(55.7		)	—
Total assets	$	4,698.8		$	4,960.4	$	65.0		$	(4,564.8	)	$	5,159.4
Current liabilities	$	114.8		$	231.4	$	0.1		$	—		$	346.3
Long-term debt (excluding current portion)	4,363.9			0.1		—			—			4,364.0
Other non-current liabilities	(48.1		)	245.9		—			—			197.8
Liabilities of discontinued operations held for sale	—			26.1		—			—			26.1
Inter-company	54.5			—		1.2			(55.7		)	—
Total liabilities	4,485.1			503.5		1.3			(55.7		)	4,934.2
Additional paid in capital	1,076.0			3,964.4		325.7			(4,290.1		)	1,076.0
Accumulated deficit	(798.2		)	492.0		(273.5		)	(218.5		)	(798.2		)
Common stock, treasury stock and other	(64.1		)	0.5		—			(0.5		)	(64.1		)
Total Pinnacle stockholder's equity	213.7			4,456.9		52.2			(4,509.1		)	213.7
Non-controlling interest	—			—		11.5			—			11.5
Total equity	213.7			4,456.9		63.7			(4,509.1		)	225.2
Total liabilities and stockholders' equity	$	4,698.8		$	4,960.4	$	65.0		$	(4,564.8	)	$	5,159.4

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries		Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the six months ended June 30, 2014
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(4.8	)	$	142.3		$	(3.2	)	$	—	$	134.3
Capital expenditures	(7.2		)	(142.6		)	—			—		(149.8		)
Purchase of intangible asset	—			(25.0		)	—			—		(25.0		)
Proceeds from sale of discontinued operations	—			252.3			—			—		252.3
Escrow refund	—			25.0			—			—		25.0
Loan receivable, net	—			—			—			—		—
Restricted cash	5.9			—			—			—		5.9
Intercompany and other	253.0			(252.6		)	0.3			—		0.7
Cash provided by (used in) investing activities	251.7			(142.9		)	0.3			—		109.1
Proceeds from Credit Facility	194.3			—			—			—		194.3
Repayments under Credit Facility	(114.3		)	—			—			—		(114.3		)
Repayments of long-term debt	(359.0		)	—			—			—		(359.0		)
Other	3.7			—			—			—		3.7
Cash used in financing activities	(275.3		)	—			—			—		(275.3		)
Change in cash and cash equivalents	(28.4		)	(0.6		)	(2.9		)	—		(31.9		)
Cash and cash equivalents, beginning of period	28.6			142.3			27.7			—		198.6
Cash and cash equivalents, end of period	$	0.2		$	141.7		$	24.8		$	—	$	166.7
For the six months ended June 30, 2013
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(22.0	)	$	99.7		$	(1.1	)	$	—	$	76.6
Capital expenditures	(2.9		)	(103.5		)	—			—		(106.4		)
Purchases of held-to-maturity debt securities, net	—			—			(5.8		)	—		(5.8		)
Proceeds from matured investments	4.4			—			—			—		4.4
Loan receivable, net	—			—			(4.6		)	—		(4.6		)
Other	—			2.5			(2.0		)	—		0.5
Cash provided by (used in) investing activities	1.5			(101.0		)	(12.4		)	—		(111.9		)
Proceeds from Credit Facility	50.0			—			—			—		50.0
Net repayments under Credit Facility	(30.0		)	—			—			—		(30.0		)
Repayments of long-term debt	(1.6		)	—			—			—		(1.6		)
Proceeds from common stock options exercised	—			—			—			—		—
Other	1.3			—			—			—		1.3
Cash provided by financing activities	19.7			—			—			—		19.7
Change in cash and cash equivalents	(0.8		)	(1.3		)	(13.5		)	—		(15.6		)
Cash and cash equivalents, beginning of period	5.5			73.5			22.8			—		101.8
Cash and cash equivalents, end of period	$	4.7		$	72.2		$	9.3		$	—	$	86.2

_______________________ 

(a) As of June 30, 2014, the following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (RENO), LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; Ameristar Casino Black Hawk, Inc.; Ameristar Casino Council Bluffs, Inc.; Ameristar Casino St. Charles, Inc.; Ameristar Casino Kansas City, Inc.; Ameristar Casino Vicksburg, Inc.; Cactus Pete’s, Inc.; Ameristar East Chicago Holdings, LLC; Ameristar Casino East Chicago, LLC; and Ameristar Casino Springfield, LLC. In addition, certain other immaterial subsidiaries are also guarantors of our senior and senior subordinated notes.

(b) Guarantor subsidiaries of our senior and senior subordinated notes exclude subsidiaries with approximately $62.7 millionin cash and other assets as of June 30, 2014 that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net income (loss)	$ 16,752	$ (90,498)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	117,084	55,137
Loss on disposal of assets	308	1,253
Loss from equity method investments	0	92,181
Loss on early extinguishment of debt	8,234	0
Impairment of buildings, vessels and equipment	4,708	0
Amortization of debt issuance costs and debt discounts	6,330	3,351
Share-based compensation expense	8,630	5,421
Changes in operating assets and liabilities:
Receivables, net	2,302	518
Prepaid expenses and other	(20,237)	(8,168)
Accounts payable, accrued expenses and other	(9,797)	17,360
Net cash provided by operating activities	134,314	76,555
Cash flows from investing activities:
Capital expenditures	(149,746)	(106,389)
Net proceeds from sale of discontinued operations	252,329	0
Equity method investments, inclusive of capitalized interest	(25)	(2,298)
Purchase of held-to-maturity debt securities	0	(5,853)
Proceeds from matured investments	0	4,428
Proceeds from sale of property and equipment	98	298
Purchase of intangible assets	(25,000)	0
Proceeds from non-refundable deposit	0	2,550
Escrow refund	25,000	0
Proceeds from Sale of Loans Receivable	543	(4,586)
Refund of restricted cash	5,925	0
Net cash provided by (used in) investing activities	109,124	(111,850)
Cash flows from financing activities:
Proceeds from Credit Facility	194,300	50,000
Repayments under Credit Facility	(473,309)	(30,000)
Repayments of long-term debt	0	(1,625)
Proceeds from common stock options exercised, net	4,060	2,288
Distribution to non-controlling interest minority owner	0	(911)
Debt issuance and other financing costs	(402)	(16)
Net cash provided by (used in) financing activities	(275,351)	19,736
Change in cash and cash equivalents	(31,913)	(15,559)
Cash and cash equivalents at the beginning of the period	198,575	101,792
Cash and cash equivalents at the end of the period	166,662	86,233
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized	122,132	53,832
Cash payments (refund) related to income taxes, net	(2,108)	2,227
Decrease in construction-related deposits and liabilities	(9,521)	(16,047)
Increase in accrued liabilities associated with recognized intangible asset	$ (25,000)	$ 0

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Net income (loss)	$ (2,291)	$ (5,107)	$ 16,752	$ (90,498)
Comprehensive income (loss)	(2,291)	(5,107)	16,752	(90,498)
Comprehensive loss attributable to non-controlling interest	(32)	(25)	(36)	(25)
Comprehensive income (loss) attributable to Pinnacle Entertainment, Inc.	$ (2,259)	$ (5,082)	$ 16,788	$ (90,473)

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Segment Information

6 Months Ended

Jun. 30, 2014

Segment Reporting [Abstract]

Segment Information

Segment Information

We use Consolidated Adjusted EBITDA (as defined below) and Adjusted EBITDA for each segment (as defined below) to compare operating results among our segments and allocate resources. The following table highlights our Adjusted EBITDA for each segment and reconciles Consolidated Adjusted EBITDA to Income (loss) from continuing operations for the three and six months ended June 30, 2014 and 2013.

	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014			2013
	(in millions)
Revenues:
Midwest segment (a)	$	296.4		$	87.1		$	576.7		$	174.2
South segment (b)	203.7			178.8			403.7			357.6
West segment (c)	53.7			—			104.3			—
	553.8			265.9			1,084.7			531.8
Corporate and other	1.4			1.4			3.3			2.1
Total revenues	$	555.2		$	267.3		$	1,088.0		$	533.9
Adjusted EBITDA (d):
Midwest segment (a)	$	84.2		$	23.0		$	174.3		$	45.1
South segment (b)	62.0			46.2			126.7			93.9
West segment (c)	19.1			—			37.3			—
	165.3			69.2			338.3			139.0
Corporate expenses and other (e)	(24.7		)	(6.4		)	(44.5		)	(11.4		)
Consolidated Adjusted EBITDA (d)	$	140.6		$	62.8		$	293.8		$	127.6
Other benefits (costs):
Depreciation and amortization	(58.8		)	(22.5		)	(117.1		)	(45.7		)
Pre-opening and development costs	(6.9		)	(17.2		)	(10.3		)	(24.8		)
Non-cash share-based compensation expense	(5.5		)	(3.4		)	(8.7		)	(5.2		)
Write-downs, reserves and recoveries, net	(2.6		)	(1.8		)	(3.2		)	(2.1		)
Interest expense, net	(62.0		)	(28.3		)	(128.8		)	(56.9		)
Loss from equity method investment	—			—			—			(92.2		)
Loss on early extinguishment of debt	(8.2		)	—			(8.2		)	—
Income tax benefit (expense)	1.1			3.3			(1.1		)	4.4
Income (loss) from continuing operations	$	(2.3	)	$	(7.1	)	$	16.4		$	(94.9	)

	For the six months ended June 30,
	2014		2013
	(in millions)
Capital expenditures:
Midwest segment	$	112.8	$	59.7
South segment	26.6		41.8
West segment	2.4		—
Corporate and other, including development projects and discontinued operations	7.9		4.9
	$	149.7	$	106.4

(a) Our Midwest segment consists of Ameristar Council Bluffs, located in Iowa, Ameristar East Chicago located in Indiana, Belterra located in Indiana, Ameristar Kansas City located in Missouri, Ameristar St. Charles located in Missouri, River City located in Missouri, and Belterra Park located in Ohio.

(b) Our South segment consists of Ameristar Vicksburg located in Mississippi, Boomtown Bossier City located in Louisiana, Boomtown New Orleans located in Louisiana, L'Auberge Baton Rouge located in Louisiana and L'Auberge Lake Charles located in Louisiana.

(c) Our West segment consists of Ameristar Black Hawk located in Colorado, and Cactus Petes and Horseshu both of which are located in Nevada.

(d) We define Consolidated Adjusted EBITDA as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, gain (loss) on sale of equity security investments, income (loss) from equity method investments, non-controlling interest and discontinued operations. We define Adjusted EBITDA for each operating segment as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, inter-company management fees, gain (loss) on sale of certain assets, gain (loss) on early extinguishment of debt, gain (loss) on sale of discontinued operations, and discontinued operations. We define Adjusted EBITDA margin as Adjusted EBITDA for the segment divided by segment revenues. We use Consolidated Adjusted EBITDA and Adjusted EBITDA for each segment to compare operating results among our properties and between accounting periods. Consolidated Adjusted EBITDA and Adjusted EBITDA have economic substance because they are used by management as measures to analyze the performance of our business and are especially relevant in evaluating large, long-lived casino-hotel projects because they provide a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We eliminate the results from discontinued operations at the time they are deemed discontinued. We also review pre-opening and development expenses separately, as such expenses are also included in total project costs when assessing budgets and project returns, and because such costs relate to anticipated future revenues and income. We believe that Consolidated Adjusted EBITDA and Adjusted EBITDA are useful measures for investors because they are indicators of the performance of ongoing business operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value of companies within our industry. In addition, our credit agreement and bond indentures require compliance with financial measures similar to Consolidated Adjusted EBITDA. Consolidated Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, or as an alternative to any other measure provided in accordance with GAAP. Our calculations of Adjusted EBITDA and Consolidated Adjusted EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

(e) Corporate expenses represent payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. Beginning in the 2013 third quarter, we changed the methodology used to allocate corporate expenses to our reportable segments.  Historically, we allocated direct and some indirect expenses incurred at the corporate headquarters to each property.  Expenses incurred at the corporate headquarters that were related to property operations, but not directly attributable to a specific property, were allocated, typically on a pro rata basis, to each property.  Only the remaining corporate expenses that were not related to an operating property were retained in the Corporate expense category. Under our new methodology, only corporate expenses that are directly attributable to a property were allocated to each applicable property. All other costs incurred relating to management and consulting services provided by corporate headquarters to the properties are now allocated to those properties based on their respective share of the monthly consolidated net revenues in the form of a management fee. The corporate management fee is excluded in the calculation of segment Adjusted EBITDA and is completely eliminated in any consolidated financial results. The change in methodology increases Adjusted EBITDA for the reportable segments with a corresponding increase in corporate expense, resulting in no impact to Consolidated Adjusted EBITDA.

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Document and Entity information	6 Months Ended
	Jun. 30, 2014	Aug. 08, 2014
Entity Information
Entity Registrant Name	PINNACLE ENTERTAINMENT INC.
Entity Central Index Key	0000356213
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		59,792,212

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidation Policy

Principles of Consolidation: The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions of the Securities and Exchange Commission (the “SEC”) to the Quarterly Report on Form 10-Q and, therefore, do not include all information and notes necessary for complete financial statements in conformity with the instructions for generally accepted accounting principles in the United States (“GAAP”). The results for the periods indicated are unaudited, but reflect all adjustments that management considers necessary for a fair presentation of operating results. The unaudited Condensed Consolidated Financial Statements include the accounts of Pinnacle Entertainment, Inc. and its subsidiaries. Investments in unconsolidated affiliates in which we have the ability to exercise significant influence are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

The results of operations for interim periods are not indicative of a full year of operations. These unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2013.

Use of Estimates Policy

Use of Estimates: The preparation of unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Estimates used by us include, among other things, estimates required to allocate the purchase price of business combination transactions to tangible and identifiable intangible assets acquired and liabilities assumed, the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, estimated income tax provisions, the evaluation of the future realization of deferred tax assets, determining the adequacy of reserves for self-insured liabilities and our customer loyalty programs, estimated cash flows in assessing the recoverability of long-lived assets, asset impairments, goodwill and intangible assets, contingencies and litigation, and estimates of the forfeiture rate and expected life of share-based awards and stock price volatility when computing share-based compensation expense. Actual results may differ from those estimates.

Fair Value Policy

Fair Value: Fair value measurements affect our accounting and impairment assessments of our long-lived assets, investments in unconsolidated affiliates, assets acquired in an acquisition, goodwill, and other intangible assets. Fair value measurements also affect our accounting for certain financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: "Level 1" inputs, such as quoted prices in an active market for identical assets or liabilities; "Level 2" inputs, which are observable inputs for similar assets; or "Level 3" inputs, which are unobservable inputs

Land, Building, Vessels and Equipment Policy

Land, Buildings, Vessels and Equipment: Land, buildings, vessels and equipment are stated at cost. Land includes land not currently being used in our operations, which totaled $35.7 million at June 30, 2014. We capitalize the costs of improvements that extend the life of the asset. We expense maintenance and repair costs as incurred. Gains or losses on the disposition of land, buildings, vessels and equipment are included in the determination of income.

Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project, during the periods in which activities necessary to get the property ready for its intended use are in progress. The costs incurred for development projects are carried at cost. Interest costs associated with development projects are capitalized as part of the cost of the constructed asset. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project, or discernible portion of the project, is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. For further discussion, see Note 2, Long-term Debt.

Equity Method Investments, Policy

Equity Method Investments: We apply equity method accounting for investments when we do not control the investee, but have the ability to exercise significant influence over its operating and finance policies. Equity method investments are recorded at cost, with the allocable portion of the investee's income or loss reported in earnings, and adjusted for capital contributions to and distributions from the investee. Distributions in excess of equity method earnings, if any, are recognized as a return of investment and recorded as investing cash flows in the unaudited Condensed Consolidated Statements of Cash Flows. We review our equity investments for impairment whenever events or changes in circumstances indicate that the carrying value of our investment may have experienced an other-than-temporary decline in value.

Goodwill and Other Intangible Assets Policy

Goodwill and Other Intangible Assets: Goodwill and other indefinite-lived intangible assets are subject to an annual assessment for impairment during the fourth quarter, or more frequently if there are indications of possible impairment, by applying a qualitative and/or quantitative fair-value-based test. There were no impairments to goodwill or intangible assets recognized during the six months ended June 30, 2014 and 2013, respectively. During the six months ended June 30, 2014, we recorded a $50.0 million intangible asset related to Belterra Park's video lottery terminal ("VLT") license. Such amount is included in "Intangible assets, net" in our unaudited Condensed Consolidated Balance Sheet. As of June 30, 2014, we have made payments of $25.0 million for Belterra Park's VLT license and have accrued $25.0 million for the remaining amount due in 2015. Such amount is included in "Other accrued liabilities" in our unaudited Condensed Consolidated Balance Sheet.

Customer Loyalty Programs Policy

Customer Loyalty Programs: We offer incentives to our customers through our mychoice customer loyalty program. Under the mychoice customer loyalty program, customers earn points based on their level of play that may be redeemed for various benefits, such as cash back, dining, or hotel stays, among others. The reward credit balance under the plan will be forfeited if the customer does not earn any reward credits over the prior six-month period. In addition, based on their level of play, customers can earn additional benefits without redeeming points, such as a car lease, among other items.

We accrue a liability for the estimated cost of providing these benefits as the benefits are earned. Estimates and assumptions are made regarding cost of providing the benefits, breakage rates, and the mix of goods and services customers will choose. We use historical data to assist in the determination of estimated accruals. Changes in estimates or customer redemption habits could produce significantly different results. At June 30, 2014 and December 31, 2013, we had accrued $32.7 million and $18.9 million, respectively, for the estimated cost of providing mychoice benefits. As of December 31, 2013, we had accrued $12.8 million for the estimated cost of providing benefits under Ameristar Casinos, Inc. ("Ameristar") customer loyalty program. In April 2014, we expanded the mychoice loyalty program to all Ameristar properties as part of the integration of the Ameristar properties, and now we offer benefits solely through the mychoice customer loyalty program. The accrual increased in 2014 primarily as a result of the addition of customer loyalty program members associated with the Ameristar properties. Such amounts are included in "Other accrued liabilities" in our unaudited Condensed Consolidated Balance Sheets.

Revenue Recognition, Policy

Revenue Recognition. Gaming revenues consist of the net win from gaming activities, which is the difference between amounts wagered and amounts paid to winning patrons. Food and beverage, lodging, retail, entertainment, and other operating revenues are recognized as products are delivered or services are performed.

The retail value of food and beverage, lodging and other services furnished to guests on a complimentary basis is included in total revenues and then deducted as promotional allowances in calculating revenues. The estimated cost of providing such promotional allowances is primarily included in gaming expenses.

Gaming Taxes Policy

Gaming Taxes: We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate, subject to applicable jurisdictional adjustments.

Earnings Per Share Policy

Earnings per Share: The computation of basic and diluted earnings per share (“EPS”) is based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. Diluted earnings per share reflect the additional dilution from all potentially dilutive securities, such as in-the-money stock options and restricted stocks units. Out-of-money stock options were excluded from calculation of diluted earnings per share because including them would have been anti-dilutive, and totaled 1.4 million and 1.3 million shares for the three and six months ended June 30, 2014.

For the three months ended June 30, 2014 and for the three and six months ended June 30, 2013, we recorded losses from continuing operations. Accordingly, the potential dilution from the assumed exercise of stock options is anti-dilutive. As a result, basic earnings per share is equal to diluted earnings per share for the period. For the three months ended June 30, 2014 and for the three and six months ended June 30, 2013, securities that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share amounted to 1.9 million, 1.6 million and 1.4 million shares, respectively.

Reclassification Policy

Reclassifications: The unaudited Condensed Consolidated Financial Statements reflect certain reclassifications to prior year amounts to conform to classification in the current period. In addition, prior year amounts have been adjusted for reclassification of the Lumière Place Casino and Hotels from continuing operations to discontinued operations and Note 10, Segment Information, has been recast to reflect our current reporting segment presentation. These reclassifications had no effect on the previously reported net losses.

New Accounting Pronouncements, Policy

Recently Issued Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance for income taxes which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward exists. The objective in issuing this amendment is to eliminate diversity in practice resulting from a lack of guidance on this topic in current GAAP. Under the amendment, an entity must present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for an NOL carryforward, a similar tax loss, or a tax credit carryforward except under certain conditions. The amendment is effective for fiscal years beginning after December 15, 2013, and for interim periods within those years, and should be applied to all unrecognized tax benefits that exist as of the effective date. We adopted this guidance during the first quarter of 2014 and it did not have a material impact on our consolidated financial statements.

In April 2014, the FASB issued an accounting standards update in connection with reporting discontinued operations and disclosures of disposals of components of entities. The accounting standards update changes the criteria for reporting discontinued operations. Under the amendment a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when any of the following occurs: (i) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (ii) the component of an entity or group of components of an entity is disposed of by sale; and (iii) the component of an entity or group of components of an entity is disposed of other than by sale. This new guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity and all business activities, on acquisition, that are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. We are currently evaluating the impact of adopting this accounting standards update on our consolidated financial statements.

In May 2014, as part of its ongoing efforts to assist in the convergence of GAAP and International Financial Reporting Standards, the FASB issued a new standard related to revenue recognition. Under the new standard, recognition of revenue occurs when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. The new standard will be effective for fiscal years beginning after December 15, 2016. We are currently evaluating the impact of adopting this accounting standards update on our consolidated financial statements.

In June 2014, the FASB issued an accounting standard update with respect to performance share awards. This accounting standard update requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period or periods for which the requisite service has already been rendered. The effective date for this update is for the annual and interim periods beginning after December 15, 2015. Early application is permitted. We are currently evaluating the impact of adopting this accounting standards update on our consolidated financial statements.

A variety of proposed or otherwise potential accounting standards are currently under review and study by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of any such proposed or revised standards would have on our unaudited Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 166,662	$ 191,938
Accounts receivable, net of allowance for doubtful accounts of $5,249 and $5,178	29,524	33,569
Inventories	8,265	8,193
Income tax receivable, net	18,456	17,397
Prepaid expenses and other assets	38,242	20,871
Deferred income taxes	7,662	7,662
Assets of discontinued operations held for sale	25,596	322,548
Total current assets	294,407	602,178
Restricted cash	5,667	11,592
Land, buildings, vessels and equipment, net	3,068,828	3,036,515
Goodwill	919,282	919,282
Equity method investments	2,000	1,975
Intangible assets, net	539,761	500,084
Other assets, net	84,426	87,800
Total assets	4,914,371	5,159,426
Current liabilities:
Accounts payable	50,496	69,036
Accrued interest	49,739	49,318
Accrued compensation	66,605	77,322
Accrued taxes	47,092	38,348
Other accrued liabilities	124,962	96,273
Current portion of long-term debt	11,006	16,006
Liabilities of discontinued operations held for sale	4,346	26,103
Total current liabilities	354,246	372,406
Long-term debt less current portion	4,098,556	4,364,045
Other long-term liabilities	39,524	31,321
Deferred income taxes	167,381	166,484
Total liabilities	4,659,707	4,934,256
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock—$1.00 par value, 250,000 shares authorized, none issued or outstanding	0	0
Common stock—$0.10 par value, 100,000,000 authorized, 59,773,212 and 59,197,606 shares outstanding, net of treasury shares	6,615	6,557
Additional paid-in capital	1,088,580	1,075,896
Accumulated deficit	(781,261)	(798,049)
Accumulated other comprehensive income	390	390
Treasury stock, at cost, 6,374,882 of treasury shares	(71,090)	(71,090)
Total Pinnacle stockholders' equity	243,234	213,704
Non-controlling interest	11,430	11,466
Total stockholders' equity	254,664	225,170
Total liabilities and stockholders' equity	$ 4,914,371	$ 5,159,426

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Write-downs, reserves and recoveries, net

6 Months Ended

Jun. 30, 2014

Write Downs Reserves And Recoveries Net Abstract

Write-downs, reserves and recoveries, net

Write-downs, reserves and recoveries, net

Net write-downs, reserves and recoveries consist of $2.6 million and $3.2 million in losses during the three and six months ended June 30, 2014, respectively. The losses related to a $2.9 million lease abandonment charge from the consolidation of our Las Vegas headquarters recognized during the second quarter of 2014, offset by gains during the three months ended June 30, 2014, and net losses from the disposal of slot and other equipment at our properties in the normal course of business during the six months ended June 30, 2014. During the three and six months ended June 30, 2013, we recognized net losses of $1.8 million and $2.1 million, respectively, related primarily to a $1.1 million second quarter impairment charge on our Sales Tax Anticipation Revenue ("STAR") bonds, issued by Reno, Nevada and the disposal of slot and other equipment at our properties in the normal course of business.

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Employee Benefit Plans

6 Months Ended

Jun. 30, 2014

Employee Benefit and Other Plans [Abstract]

Employee Benefit Plans

Employee Benefit Plans

Share-based Compensation: As of June 30, 2014, we had approximately 7.1 million share-based awards outstanding, including common stock options, restricted stock units and performance stock units which are detailed below. In addition, we had approximately 1.4 million share-based awards available for grant. We recorded share-based compensation expense as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Share-based compensation expense	$	5.5	$	3.4	$	8.7	$	5.2

Stock options: The following table summarizes information related to our common stock options:

	Number of Stock Options		Weighted Average Exercise Price
Options outstanding at January 1, 2014	5,509,246		$	14.01
Granted	711,380		$	23.47
Exercised	(302,078	)	$	13.03
Canceled or forfeited	(218,950	)	$	18.07
Options outstanding at June 30, 2014	5,699,598		$	15.11
Options exercisable at June 30, 2014	3,016,460		$	12.46
Expected to vest after June 30, 2014	2,041,655		$	18.43

The unamortized compensation costs not yet expensed related to stock options totaled approximately $19.8 million at June 30, 2014 and the weighted average period over which the costs are expected to be recognized is approximately two years. The aggregate amount of cash we received from the exercise of stock options was $4.1 million and $2.3 million for the six months ended June 30, 2014 and 2013, respectively. The associated shares were newly issued common stock. The following information is provided for our stock options:

	For the six months ended June 30,
	2014		2013
Weighted-average grant date fair value	$	9.08	$	9.94

Restricted Stock Units: The following table summarizes information related to our restricted stock units:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested shares at January 1, 2014	629,518		$	20.11
Granted	424,678		$	23.60
Vested	(120,638	)	$	18.65
Canceled or forfeited	(62,190	)	$	21.93
Unvested shares at June 30, 2014	871,368		$	22.08

Unamortized compensation costs not yet expensed attributable to non-vested shares totaled approximately $17.2 million at June 30, 2014 and the weighted average period over which the costs are expected to be recognized is approximately two years.

Performance Stock Units: The following table summarizes information related to our performance stock units:

	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares at January 1, 2014	431,858	$	22.79
Granted	123,283	$	26.50
Canceled or forfeited	—	$	—
Unvested shares at June 30, 2014	555,141	$	23.61

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2014

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Dscontinued Operations, Income Statement, Balance Sheet and Additional Disclosures

Revenues and net loss from discontinued operations are summarized as follows:

	For the three months ended June 30,						For the six months ended, June 30,
	2014			2013			2014		2013
	(in millions)
Revenues	$	—		$	48.8		$	41.0	$	95.0
Income (loss) before income taxes	(0.1		)	5.1			0.2		9.2
Income tax benefit (expense)	0.1			(3.1		)	0.1		(4.8		)
Income from discontinued operations, net of taxes	$	—		$	2.0		$	0.3	$	4.4

Net assets for entities and operations included in discontinued operations are summarized as follows:

	June 30, 2014		December 31, 2013
	(in millions)
Assets:
Land, buildings, vessels and equipment, net	$	13.0	$	275.3
Other assets, net	12.6		47.2
Total assets	$	25.6	$	322.5
Liabilities:
Total liabilities	$	4.3	$	26.1
Net assets	$	21.3	$	296.4

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Fair Value of Liabilities Measured on Recurring Basis

The following table presents a summary of fair value measurements by level for certain liabilities measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets:

			Fair Value Measurements Using:
	Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
As of June 30, 2014
Liabilities:
Deferred compensation	$	0.6	$	0.6	$	—	$	—
As of December 31, 2013
Liabilities:
Deferred compensation	$	0.8	$	0.8	$	—	$	—

Fair Value Measurements Not Measured on a Recurring Basis

The following table presents a summary of fair value measurements by level for certain financial instruments not measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets for which it is practicable to estimate fair value:

					Fair Value Measurements Using:
	Total Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
As of June 30, 2014	(in millions)
Assets:
Held-to-maturity securities	$	14.8	$	30.1	$	—	$	26.7	$	3.4
Promissory notes	$	10.7	$	17.6	$	—	$	17.6	$	—
Liabilities:
Long-term debt	$	4,109.5	$	4,272.3	$	—	$	4,272.3	$	—
As of December 31, 2013
Assets:
Held-to-maturity securities	$	14.8	$	30.1	$	—	$	26.7	$	3.4
Promissory notes	$	9.5	$	16.5	$	—	$	16.5	$	—
Liabilities:
Long-term debt	$	4,380.1	$	4,511.9	$	—	$	4,511.9	$	—

Land, buildings, vessels and equipment

The following table presents a summary of our land, buildings, vessels and equipment:

	June 30, 2014			December 31, 2013
	(in millions)
Land, buildings, vessels and equipment:
Land and land improvements	$	391.7		$	391.7
Buildings, vessels and improvements	2,633.6			2,492.2
Furniture, fixtures and equipment	691.7			633.1
Construction in progress	109.4			175.6
Land, buildings, vessels and equipment, gross	3,826.4			3,692.6
Less: accumulated depreciation	(757.6		)	(656.1		)
Land, buildings, vessels and equipment, net	$	3,068.8		$	3,036.5

Schedule of Complimentary Revenue

Complimentary revenues that have been excluded from the accompanying unaudited Condensed Consolidated Statements of Operations were as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Food and beverage	$	33.7	$	17.2	$	66.9	$	33.6
Lodging	15.1		7.5		31.1		14.4
Other	4.4		2.9		8.2		5.6
Total promotional allowances	$	53.2	$	27.6	$	106.2	$	53.6

The cost to provide such complimentary benefits were as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Promotional allowance costs included in gaming expense	$	39.3	$	20.0	$	77.4	$	40.4

Gaming Taxes Table

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Gaming taxes	$	141.5	$	68.7	$	274.3	$	138.8

Pre-opening and Development Costs Table

Pre-opening and Development Costs: Pre-opening and development costs are expensed as incurred. Pre-opening and development costs consist of the following:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Ameristar acquisition (1)	$	2.0	$	16.6	$	2.4	$	23.3
Belterra Park (2)	4.7		0.1		7.4		0.3
Other	0.2		0.5		0.5		1.2
Total pre-opening and development costs	$	6.9	$	17.2	$	10.3	$	24.8

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Guaranteed Maximum Price Agreement for Belterra Park: In January 2013, we entered into an Agreement for Guaranteed Maximum Price Construction Services with a general contractor for the mobilization, demolition, site work and foundation work for Belterra Park. This agreement provides, among other things, that the general contractor will complete the initial work for a total guaranteed maximum price of approximately $20.1 million. In July 2013, we entered into an amendment to the agreement with the general contractor, which provides that the guaranteed date of completion for the Belterra Park project is May 1, 2014 and the total guaranteed maximum price for the construction of the Belterra Park project is approximately $119.6 million, which includes the $20.1 million described above.

Guaranteed Maximum Price Agreement for Boomtown New Orleans: In February 2013, we entered into an Agreement for Guaranteed Maximum Price Construction Services with a general contractor for the construction of a 150-guestroom hotel tower at our Boomtown New Orleans property for a total guaranteed maximum price of approximately $14.2 million.

Self-Insurance: We self-insure various levels of general liability and workers' compensation at all of our properties and medical coverage at most of our properties. Insurance reserves include accruals for estimated settlements for known claims, as well as accruals for estimates of claims not yet made. At June 30, 2014 and December 31, 2013, we had total self-insurance accruals of $21.7 million and $26.2 million, respectively, which are included in “Other accrued liabilities” in our unaudited Condensed Consolidated Balance Sheets.

Indiana Tax Dispute: In 2008, the Indiana Department of Revenue (the “IDR”) commenced an examination of our Indiana income tax filings for the years 2005, 2006, and 2007. In 2010, we received a proposed assessment in the amount of $7.3 million, excluding interest and penalties. We filed a protest requesting abatement of all taxes, interest and penalties and had two hearings with the IDR where we provided additional facts and support. At issue is whether income and gains from certain asset sales, including the sale of the Hollywood Park Racetrack in 1999, and other transactions outside of Indiana, such as the Aztar merger termination fee in 2006, which we reported on our Indiana state tax returns for the years 2000 through 2007, resulted in business income subject to apportionment. In April 2012, we received a supplemental letter of findings from the IDR that denied our protest on most counts. In the supplemental letter of findings, the IDR did not raise any new technical arguments or advance any new theory that would alter our judgment regarding the recognition or measurement of the unrecognized tax benefit related to this audit. We believe that our tax return position is sustainable on the merits. In June 2012, we filed a tax appeal petition with the Indiana tax court to set aside the final assessment. In August 2013, we filed a Motion for Partial Summary Judgment on the 1999 Hollywood Park sale. We asked the court to grant summary judgment in our favor based on the technical merit of Indiana tax law. In January 2014, oral arguments were held at the Indiana Tax Court regarding our motion for summary judgment.

Other: We are a party to a number of other pending legal proceedings. Management does not expect that the outcome of such proceedings, either individually or in the aggregate, will have a material effect on our financial position, cash flows or results of operations.

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Investments and Acquisition Activities

6 Months Ended

Jun. 30, 2014

Equity Method Investments and Joint Ventures [Abstract]

Investments and Acquisition Activities

Investments and Acquisition Activities

Acquisition of Ameristar Casinos, Inc.: On August 13, 2013, we completed the acquisition of Ameristar pursuant to an Agreement and Plan of Merger, dated December 20, 2012, as amended. Upon completion of the acquisition, Ameristar was merged with and into Pinnacle and ceased to exist as a separate entity.

The purchase price totaled $1.8 billion (excluding assumed debt). The purchase price was comprised of the following (in thousands):

Consideration for Ameristar equity	$	962,428
Repayment of Ameristar debt	878,828
	$	1,841,256

We are required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values is recorded as goodwill, of which $176.9 million is deductible for tax purposes. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Ameristar. The determination of the fair values of the acquired assets and assumed liabilities requires significant judgment. Management finalized its valuation analysis during the second quarter of 2014.

The following table reflects the allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill (in thousands).

Current and other assets	$	152,165
Property and equipment	1,783,735
Goodwill	860,805
Intangible assets	524,200
Other non-current assets	39,496
Total assets	$	3,360,401
Current liabilities	179,493
Deferred tax liabilities	218,646
Other long-term liabilities	8,109
Debt	1,112,897
Total liabilities	1,519,145
Net assets acquired	$	1,841,256

Of the $860.8 million of goodwill, approximately $551.1 million has been assigned to the Midwest reporting segment, approximately $231.5 million has been assigned to the South reporting segment, and approximately $78.2 million has been assigned to the West reporting segment.

The following table summarizes the acquired property and equipment.

	As Recorded at Fair Value
	(in thousands)
Land and land improvements	$	162,770
Buildings, vessels and improvements	1,308,151
Furniture, fixtures and equipment	158,999
Construction in progress (a)	153,815
Total property and equipment acquired	$	1,783,735

(a) Included in acquired construction in progress were the assets of the Ameristar Casino Resort Spa Lake Charles development. These assets were sold in November 2013. See Note 7, Discontinued Operations, for further detail.

The following table summarizes the acquired intangible assets.

	As Recorded at Fair Value
	(in thousands)
Trade names	$	187,000
Gaming licenses	258,800
Player relationships	74,000
Favorable leasehold interests	4,400
Total intangible assets acquired	$	524,200

ACDL Investment: We have a minority ownership interest in Asian Coast Development (Canada), Ltd. ("ACDL"). During 2013, we recorded impairments of approximately $94.0 million, of which $92.2 million was recognized during the six months ended June 30, 2013, fully impairing the remaining asset carrying value of our investments in ACDL. We have discontinued accounting for our investment in ACDL under the equity method and will not provide for additional losses until our share of future net income, if any, equals the share of net losses not recognized during the period the equity method was suspended.

Equity Method Investment: As of June 30, 2014, we have invested $2.0 million in Farmworks, a land re-utilization project in downtown St. Louis, included in "Equity method investment" in our unaudited Condensed Consolidated Balance Sheet. This investment is accounted for under the equity method.

Retama Park Racetrack: On January 29, 2013, we acquired 75.5% of the equity of Pinnacle Retama Partners, LLC ("PRP"). The acquisition of the equity was accounted for as a business combination. The purchase price for the equity was allocated based upon estimated fair values of the assets, with the excess of the purchase price over the estimated fair value of the assets acquired recorded as goodwill. The purchase price allocation includes goodwill of $3.3 million and other intangibles of $5.0 million.

As of June 30, 2014, PRP held $10.7 million in promissory notes issued by Retama Development Corporation ("RDC"), a local government corporation of the City of Selma, Texas, included in "Other Assets, net" in our unaudited Condensed Consolidated Balance Sheets. The promissory notes have long-term contractual maturities and are collateralized by Retama Park Racetrack assets. The contractual terms of these promissory notes include interest payments due at maturity. We have not recorded accrued interest on these promissory notes because uncertainty exists as to RDC's ability to make interest payments.

As of June 30, 2014, we held, at amortized cost, $11.4 million in local government corporation bonds, with long-term contractual maturities, issued by RDC, a local government corporation of the City of Selma, Texas, included in "Other Assets, net" in our unaudited Condensed Consolidated Balance Sheets. It is not likely that we will be required to sell these investments prior to the recovery of the amortized cost.

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Discontinued Operations

6 Months Ended

Jun. 30, 2014

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

Discontinued operations consists of disposal groups classified as held for sale and measured at the lower of their carrying values or the fair value less cost to sell. The fair value of the assets to be sold was determined using a market approach using Level 2 inputs, as defined in Note 1, Summary of Significant Accounting Policies.

Lumiere Place Casino and Hotels: In August 2013, we entered into an Equity Interest Purchase Agreement with Tropicana St. Louis LLC, an affiliate of Tropicana Entertainment, Inc. (“Tropicana”), to sell the ownership interests in certain of our subsidiaries, which own and operate the Lumiére Place Casino and Hotels. In April 2014, we completed the sale of the ownership interests in these subsidiaries for net cash consideration of $252.3 million, net of approximately $11.0 million in cash acquired by the buyer, subject to a net working capital adjustment. In July 2014, we agreed to a final working capital adjustment in which we refunded approximately $2.0 million in cash proceeds back to the buyer.

Ameristar Casino Lake Charles: In July 2013, we entered into an agreement to sell all of the equity interests of Ameristar

Casino Lake Charles, LLC ("Ameristar Lake Charles"), which was developing the Ameristar Lake Charles development project. In November 2013, we closed the sale of the equity interests of Ameristar Lake Charles. At closing, we received approximately $180.0 million in cash that excludes $35.0 million of deferred consideration, of which $25.0 million is restricted cash subject to release by the Louisiana Gaming Control Board and $10.0 million is in the form of a note receivable from the buyer, due in July 2016. In April 2014, the Louisiana Gaming Control Board approved a resolution releasing us from the requirement to hold the $25.0 million of restricted cash.

Boomtown Reno: We continue to hold approximately 810 acres of remaining excess land surrounding Boomtown Reno as a discontinued operation. Other than minimal costs associated with the remaining excess land, we expect no material financial impact from the Boomtown Reno operations.

Atlantic City: During the third quarter of 2013, we completed the sale of our land holdings in Atlantic City, New Jersey for total consideration of approximately $29.5 million. We expect no material ongoing financial impact from Atlantic City.

Springfield, Massachusetts: We own approximately 40 acres of land in Springfield, Massachusetts, originally purchased by Ameristar in January 2012 for a possible future casino resort. During the first quarter of 2014, we entered into an option agreement to sell this land.

Total discontinued operations:Revenues and net loss from discontinued operations are summarized as follows:

	For the three months ended June 30,						For the six months ended, June 30,
	2014			2013			2014		2013
	(in millions)
Revenues	$	—		$	48.8		$	41.0	$	95.0
Income (loss) before income taxes	(0.1		)	5.1			0.2		9.2
Income tax benefit (expense)	0.1			(3.1		)	0.1		(4.8		)
Income from discontinued operations, net of taxes	$	—		$	2.0		$	0.3	$	4.4

Net assets for entities and operations included in discontinued operations are summarized as follows:

	June 30, 2014		December 31, 2013
	(in millions)
Assets:
Land, buildings, vessels and equipment, net	$	13.0	$	275.3
Other assets, net	12.6		47.2
Total assets	$	25.6	$	322.5
Liabilities:
Total liabilities	$	4.3	$	26.1
Net assets	$	21.3	$	296.4

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Consolidating Condensed Financial Information

6 Months Ended

Jun. 30, 2014

Consolidating Condensed Financial Information [Abstract]

Consolidating Condensed Financial Information

Consolidating Condensed Financial Information

Our subsidiaries (excluding subsidiaries with approximately $62.7 million in cash and other assets as of June 30, 2014, that include a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries) have fully, unconditionally, jointly, and severally guaranteed the payment of all obligations under our senior and senior subordinated notes and our Credit Facility. Our subsidiary that owns our equity interest in Retama Park Racetrack does not guarantee our Credit Facility. Separate financial statements and other disclosures regarding the subsidiary guarantors are not included herein because management has determined that such information is not material to investors. In lieu thereof, we include the following:

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the three months ended June 30, 2014
Statement of Operations
Revenues:
Gaming	$	—		$	493.3		$	—		$	—		$	493.3
Food and beverage	—			30.4			—			—			30.4
Lodging	—			13.8			—			—			13.8
Retail, entertainment and other	—			17.7			—			—			17.7
	—			555.2			—			—			555.2
Expenses:
Gaming	—			266.6			—			—			266.6
Food and beverage	—			28.2			—			—			28.2
Lodging	—			6.5			—			—			6.5
Retail, entertainment and other	—			6.7			—			—			6.7
General and administrative and other	28.6			83.4			0.1			—			112.1
Pre-opening and development costs	2.1			4.7			0.2			—			7.0
Depreciation and amortization	1.8			56.9			—			—			58.7
Write-downs, reserves and recoveries, net	3.0			(0.4		)	—			—			2.6
	35.5			452.6			0.3			—			488.4
Operating income (loss)	(35.5		)	102.6			(0.3		)	—			66.8
Equity earnings of subsidiaries	65.1			—			—			(65.1		)	—
Interest expense, net	(62.8		)	0.8			—			—			(62.0		)
Loss on early extinguishment of debt	(8.2		)	—			—			—			(8.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(41.4		)	103.4			(0.3		)	(65.1		)	(3.4		)
Management fee and inter-company interest	38.0			(38.0		)	—			—			—
Income tax expense	1.1			—			—			—			1.1
Income (loss) from continuing operations	(2.3		)	65.4			(0.3		)	(65.1		)	(2.3		)
Income (loss) from discontinued operations, net of taxes	—			—			—			—			—
Net income (loss)	$	(2.3	)	$	65.4		$	(0.3	)	$	(65.1	)	$	(2.3	)

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the six months ended June 30, 2014
Statement of Operations
Revenues:
Gaming	$	—		$	973.4		$	—		$	—		$	973.4
Food and beverage	—			58.0			—			—			58.0
Lodging	—			24.6			—			—			24.6
Retail, entertainment and other	—			32.0			—			—			32.0
	—			1,088.0			—			—			1,088.0
Expenses:
Gaming	—			514.6			—			—			514.6
Food and beverage	—			52.9			—			—			52.9
Lodging	—			11.6			—			—			11.6
Retail, entertainment and other	—			11.3			—			—			11.3
General and administrative and other	51.3			161.0			0.1			—			212.4
Pre-opening and development costs	2.6			7.5			0.2			—			10.3
Depreciation and amortization	3.5			113.6			—			—			117.1
Write-downs, reserves and recoveries, net	3.0			0.2			—			—			3.2
	60.4			872.7			0.3			—			933.4
Operating income (loss)	(60.4		)	215.3			(0.3		)	—			154.6
Equity earnings of subsidiaries	141.1			—			—			(141.1		)	—
Interest expense, net	(131.2		)	2.4			—			—			(128.8		)
Loss on early extinguishment of debt	(8.2		)	—			—			—			(8.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(58.7		)	217.7			(0.3		)	(141.1		)	17.6
Management fee and inter-company interest	76.6			(76.6		)	—			—			—
Income tax expense	(1.1		)	—			—			—			(1.1		)
Income (loss) from continuing operations	16.8			141.1			(0.3		)	(141.1		)	16.5
Income (loss) from discontinued operations, net of taxes	—			0.4			(0.1		)	—			0.3
Net income (loss)	$	16.8		$	141.5		$	(0.4	)	$	(141.1	)	$	16.8

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the three months ended June 30, 2013
Statement of Operations
Revenues:
Gaming	$	—		$	235.8		$	—		$	—		$	235.8
Food and beverage	—			14.6			—			—			14.6
Lodging	—			6.1			—			—			6.1
Retail, entertainment and other	—			10.7			—			—			10.7
	—			267.2			—			—			267.2
Expenses:
Gaming	—			135.1			—			—			135.1
Food and beverage	—			12.5			—			—			12.5
Lodging	—			3.2			—			—			3.2
Retail, entertainment and other	—			5.6			—			—			5.6
General and administrative and other	8.9			42.4			0.1			—			51.4
Pre-opening and development costs	16.6			0.3			0.3			—			17.2
Depreciation and amortization	1.0			21.5			—			—			22.5
Write-downs, reserves and recoveries, net	1.1			0.7			—			—			1.8
	27.6			221.3			0.4			—			249.3
Operating income (loss)	(27.6		)	45.9			(0.4		)	—			17.9
Equity earnings of subsidiaries	45.9			—			—			(45.9		)	—
Interest expense, net	(29.2		)	0.9			—			—			(28.3		)
Loss from equity method investment	—			—			—			—			—
Income (loss) from continuing operations before inter-company activity and income taxes	(10.9		)	46.8			(0.4		)	(45.9		)	(10.4		)
Management fee and inter-company interest	2.5			(2.8		)	—			0.3			—
Income tax benefit	3.3			—			—			—			3.3
Income (loss) from continuing operations	(5.1		)	44.0			(0.4		)	(45.6		)	(7.1		)
Income from discontinued operations, net of taxes	—			2.0			—			—			2.0
Net income (loss)	$	(5.1	)	$	46.0		$	(0.4	)	$	(45.6	)	$	(5.1	)

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the six months ended June 30, 2013
Statement of Operations
Revenues:
Gaming	$	—		$	476.0		$	—		$	—		$	476.0
Food and beverage	—			27.5			—			—			27.5
Lodging	—			10.8			—			—			10.8
Retail, entertainment and other	0.1			19.4			—			—			19.5
	0.1			533.7			—			—			533.8
Expenses:
Gaming	—			270.8			—			—			270.8
Food and beverage	—			23.9			—			—			23.9
Lodging	—			6.1			—			—			6.1
Retail, entertainment and other	—			9.3			—			—			9.3
General and administrative and other	15.2			85.7			0.3			—			101.2
Pre-opening and development costs	23.7			0.8			0.3			—			24.8
Depreciation and amortization	2.6			43.1			—			—			45.7
Write-downs, reserves and recoveries, net	1.1			1.1			(0.1		)	—			2.1
	42.6			440.8			0.5			—			483.9
Operating income (loss)	(42.5		)	92.9			(0.5		)	—			49.9
Equity earnings of subsidiaries	0.7			—			—			(0.7		)	—
Interest expense, net	(58.2		)	1.3			—			—			(56.9		)
Loss on early extinguishment of debt	—			—			—			—			—
Loss from equity method investment	—			—			(92.2		)	—			(92.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(100.0		)	94.2			(92.7		)	(0.7		)	(99.2		)
Management fee and inter-company interest	5.2			(5.2		)	—			—			—
Income tax benefit	4.4			—			—			—			4.4
Income (loss) from continuing operations	(90.4		)	89.0			(92.7		)	(0.7		)	(94.8		)
Income from discontinued operations, net of taxes	—			4.4			—			—			4.4
Net income (loss)	$	(90.4	)	$	93.4		$	(92.7	)	$	(0.7	)	$	(90.4	)

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)		Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
As of June 30, 2014
Balance Sheet
Current assets	41.1			$	202.9	$	24.8		$	—		$	268.8
Property and equipment, net	37.0			3,026.2		5.6			—			3,068.8
Goodwill	—			916.0		3.3			—			919.3
Intangible assets, net	—			534.8		5.0			—			539.8
Other non-current assets	63.2			5.6		23.3			—			92.1
Investment in subsidiaries	4,343.6			—		—			(4,343.6		)	—
Assets of discontinued operations held for sale	3.5			22.1		0.7			(0.8		)	25.5
Inter-company	—			168.4		—			(168.4		)	—
Total assets	$	4,488.4		$	4,876.0	$	62.7		$	(4,512.8	)	$	4,914.3
Current liabilities	$	61.1		$	288.5	$	0.3		$	—		$	349.9
Long-term debt (excluding current portion)	4,098.5			—		—			—			4,098.5
Other non-current liabilities	(81.6		)	288.6		—			—			207.0
Liabilities of discontinued operations held for sale	—			4.3		—			—			4.3
Inter-company	167.2			—		1.2			(168.4		)	—
Total liabilities	4,245.2			581.4		1.5			(168.4		)	4,659.7
Additional paid in capital	1,088.5			3,641.1		324.4			(3,965.5		)	1,088.5
Accumulated deficit	(781.3		)	653.1		(274.6		)	(378.5		)	(781.3		)
Common stock, treasury stock and other	(64.0		)	0.4		—			(0.4		)	(64.0		)
Total Pinnacle stockholders' equity	243.2			4,294.6		49.8			(4,344.4		)	243.2
Non-controlling interest	—			—		11.4			—			11.4
Total equity	243.2			4,294.6		61.2			(4,344.4		)	254.6
Total liabilities and stockholders' equity	$	4,488.4		$	4,876.0	$	62.7		$	(4,512.8	)	$	4,914.3
As of December 31, 2013
Balance Sheet
Current assets	$	66.8		$	185.1	$	27.7		$	—		$	279.6
Property and equipment, net	47.7			2,983.1		5.7			—			3,036.5
Goodwill	—			916.0		3.3			—			919.3
Intangible assets, net	—			495.1		5.0			—			500.1
Other non-current assets	72.6			6.6		22.1			—			101.3
Investment in subsidiaries	4,508.3			—		—			(4,508.3		)	—
Assets of discontinued operations held for sale	3.4			318.8		1.2			(0.8		)	322.6
Inter-company	—			55.7		—			(55.7		)	—
Total assets	$	4,698.8		$	4,960.4	$	65.0		$	(4,564.8	)	$	5,159.4
Current liabilities	$	114.8		$	231.4	$	0.1		$	—		$	346.3
Long-term debt (excluding current portion)	4,363.9			0.1		—			—			4,364.0
Other non-current liabilities	(48.1		)	245.9		—			—			197.8
Liabilities of discontinued operations held for sale	—			26.1		—			—			26.1
Inter-company	54.5			—		1.2			(55.7		)	—
Total liabilities	4,485.1			503.5		1.3			(55.7		)	4,934.2
Additional paid in capital	1,076.0			3,964.4		325.7			(4,290.1		)	1,076.0
Accumulated deficit	(798.2		)	492.0		(273.5		)	(218.5		)	(798.2		)
Common stock, treasury stock and other	(64.1		)	0.5		—			(0.5		)	(64.1		)
Total Pinnacle stockholder's equity	213.7			4,456.9		52.2			(4,509.1		)	213.7
Non-controlling interest	—			—		11.5			—			11.5
Total equity	213.7			4,456.9		63.7			(4,509.1		)	225.2
Total liabilities and stockholders' equity	$	4,698.8		$	4,960.4	$	65.0		$	(4,564.8	)	$	5,159.4

	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries		Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the six months ended June 30, 2014
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(4.8	)	$	142.3		$	(3.2	)	$	—	$	134.3
Capital expenditures	(7.2		)	(142.6		)	—			—		(149.8		)
Purchase of intangible asset	—			(25.0		)	—			—		(25.0		)
Proceeds from sale of discontinued operations	—			252.3			—			—		252.3
Escrow refund	—			25.0			—			—		25.0
Loan receivable, net	—			—			—			—		—
Restricted cash	5.9			—			—			—		5.9
Intercompany and other	253.0			(252.6		)	0.3			—		0.7
Cash provided by (used in) investing activities	251.7			(142.9		)	0.3			—		109.1
Proceeds from Credit Facility	194.3			—			—			—		194.3
Repayments under Credit Facility	(114.3		)	—			—			—		(114.3		)
Repayments of long-term debt	(359.0		)	—			—			—		(359.0		)
Other	3.7			—			—			—		3.7
Cash used in financing activities	(275.3		)	—			—			—		(275.3		)
Change in cash and cash equivalents	(28.4		)	(0.6		)	(2.9		)	—		(31.9		)
Cash and cash equivalents, beginning of period	28.6			142.3			27.7			—		198.6
Cash and cash equivalents, end of period	$	0.2		$	141.7		$	24.8		$	—	$	166.7
For the six months ended June 30, 2013
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(22.0	)	$	99.7		$	(1.1	)	$	—	$	76.6
Capital expenditures	(2.9		)	(103.5		)	—			—		(106.4		)
Purchases of held-to-maturity debt securities, net	—			—			(5.8		)	—		(5.8		)
Proceeds from matured investments	4.4			—			—			—		4.4
Loan receivable, net	—			—			(4.6		)	—		(4.6		)
Other	—			2.5			(2.0		)	—		0.5
Cash provided by (used in) investing activities	1.5			(101.0		)	(12.4		)	—		(111.9		)
Proceeds from Credit Facility	50.0			—			—			—		50.0
Net repayments under Credit Facility	(30.0		)	—			—			—		(30.0		)
Repayments of long-term debt	(1.6		)	—			—			—		(1.6		)
Proceeds from common stock options exercised	—			—			—			—		—
Other	1.3			—			—			—		1.3
Cash provided by financing activities	19.7			—			—			—		19.7
Change in cash and cash equivalents	(0.8		)	(1.3		)	(13.5		)	—		(15.6		)
Cash and cash equivalents, beginning of period	5.5			73.5			22.8			—		101.8
Cash and cash equivalents, end of period	$	4.7		$	72.2		$	9.3		$	—	$	86.2

_______________________ 

(a) As of June 30, 2014, the following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (RENO), LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; Ameristar Casino Black Hawk, Inc.; Ameristar Casino Council Bluffs, Inc.; Ameristar Casino St. Charles, Inc.; Ameristar Casino Kansas City, Inc.; Ameristar Casino Vicksburg, Inc.; Cactus Pete’s, Inc.; Ameristar East Chicago Holdings, LLC; Ameristar Casino East Chicago, LLC; and Ameristar Casino Springfield, LLC. In addition, certain other immaterial subsidiaries are also guarantors of our senior and senior subordinated notes.

(b) Guarantor subsidiaries of our senior and senior subordinated notes exclude subsidiaries with approximately $62.7 millionin cash and other assets as of June 30, 2014 that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries.

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Consolidating Condensed Financial Information (Details) (USD $)	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013		Dec. 31, 2013
Condensed Financial Statements, Captions
Subsidiary reporting information, assets	$ 62,700,000				$ 62,700,000
Revenues:
Gaming	493,281,000		235,829,000		973,421,000		476,026,000
Food and beverage	30,356,000		14,597,000		57,969,000		27,536,000
Lodging	13,802,000		6,074,000		24,592,000		10,832,000
Retail, entertainment and other	17,751,000		10,757,000		31,977,000		19,480,000
Revenues	555,190,000		267,257,000		1,087,959,000		533,874,000
Expenses and other costs:
Gaming	266,604,000		135,088,000		514,598,000		270,833,000
Food and beverage	28,199,000		12,491,000		52,911,000		23,949,000
Lodging	6,465,000		3,180,000		11,594,000		6,149,000
Retail, entertainment and other	6,688,000		5,618,000		11,264,000		9,328,000
General and administrative and other	112,100,000		51,400,000				101,200,000
Pre-opening and development costs	6,907,000		17,212,000		10,319,000		24,765,000
Depreciation and amortization	58,773,000		22,496,000		117,084,000		45,655,000
Write-downs, reserves and recoveries, net	2,579,000		1,827,000		3,224,000		2,129,000
Total expenses and other costs	488,363,000		249,350,000		933,409,000		484,047,000
Operating income	66,827,000		17,907,000		154,550,000		49,827,000
Equity earnings of subsidiaries	0		0		0		0
Interest expense, net	(62,003,000)		(28,327,000)		(128,792,000)		(56,920,000)
Loss on early extinguishment of debt	(8,234,000)		0		(8,234,000)		0
Loss from equity method investments	0		0		0		(92,181,000)
Management fee and inter-company interest	0		0		0		0
Income tax (expense) benefit	(1,093,000)		(3,320,000)		1,097,000		(4,388,000)
Income (loss) from continuing operations	(2,317,000)		(7,100,000)		16,427,000		(94,886,000)
Income from discontinued operations, net of income taxes	26,000		1,993,000		325,000		4,388,000
Net income (loss)	(2,291,000)		(5,107,000)		16,752,000		(90,498,000)
Balance Sheets
Current assets	268,800,000				268,800,000				279,600,000
Land, buildings, vessels and equipment, net	3,068,828,000				3,068,828,000				3,036,515,000
Goodwill	919,282,000				919,282,000				919,282,000
Intangible assets, net	539,761,000				539,761,000				500,084,000
Other non-current assets	92,100,000				92,100,000				101,300,000
Investment in subsidiaries	0				0				0
Assets of discontinued operations held for sale	25,596,000				25,596,000				322,548,000
Inter-company	0				0				0
Total assets	4,914,371,000				4,914,371,000				5,159,426,000
Current liabilities	349,900,000				349,900,000				346,300,000
Long-term debt less current portion	4,098,556,000				4,098,556,000				4,364,045,000
Other non-current liabilities	207,000,000				207,000,000				197,800,000
Liabilities of dicontinued operations held for sale	4,346,000				4,346,000				26,103,000
Inter-company	0				0
Additional paid-in capital	1,088,580,000				1,088,580,000				1,075,896,000
Accumulated deficit	(781,261,000)				(781,261,000)				(798,049,000)
Common Stock, Treasury Stock, and Other	(64,000,000)				(64,000,000)				(64,100,000)
Stockholders' Equity Attributable to Parent	243,234,000				243,234,000				213,704,000
Stockholders' Equity Attributable to Noncontrolling Interest	11,430,000				11,430,000				11,466,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	254,664,000				254,664,000				225,170,000
Total liabilities and stockholders' equity	4,914,371,000				4,914,371,000				5,159,426,000
Statements of Cash Flows
Cash provided by (used in) operating activities					134,314,000		76,555,000
Capital expenditures					149,746,000		106,389,000
Payments to Acquire Intangible Assets					25,000,000		0
Net proceeds from sale of discontinued operations					252,329,000		0
Escrow refund					25,000,000		0
Purchase of held-to-maturity debt securities					0		5,853,000
Proceeds from Sale, Maturity and Collection of Investments					0		4,428,000
Increase (Decrease) in Restricted Cash					(5,925,000)		0
Cash used in investing activities					109,124,000		(111,850,000)
Proceeds from Credit Facility					194,300,000		50,000,000
Repayments of Long-term Debt					0		1,625,000
Proceeds from Stock Options Exercised	4,100,000		2,300,000		4,060,000		2,288,000
Cash provided by financing activities					(275,351,000)		19,736,000
Increase (decrease) in cash and cash equivalents					(31,913,000)		(15,559,000)
Cash and cash equivalents at the beginning of the period					198,575,000		101,792,000
Cash and cash equivalents at the end of the period	166,662,000		86,233,000		166,662,000		86,233,000
Total Attributable to Parent Company
Revenues:
Gaming	0		0		0		0
Food and beverage	0		0		0		0
Lodging	0		0		0		0
Retail, entertainment and other	0		0		0		100,000
Revenues	0		0		0		100,000
Expenses and other costs:
Gaming	0		0		0		0
Food and beverage	0		0		0		0
Lodging	0		0		0		0
Retail, entertainment and other	0		0		0		0
General and administrative and other	28,600,000		8,900,000		51,300,000		15,200,000
Pre-opening and development costs	2,100,000		16,600,000		2,600,000		23,700,000
Depreciation and amortization	1,800,000		1,000,000		3,500,000		2,600,000
Write-downs, reserves and recoveries, net	3,000,000		1,100,000		3,000,000		1,100,000
Total expenses and other costs	35,500,000		27,600,000		60,400,000		42,600,000
Operating income	(35,500,000)		(27,600,000)		(60,400,000)		(42,500,000)
Equity earnings of subsidiaries	65,100,000		45,900,000		141,100,000		700,000
Interest expense, net	(62,800,000)		(29,200,000)		131,200,000		58,200,000
Loss on early extinguishment of debt	(8,200,000)				(8,200,000)		0
Loss from equity method investments			0				0
Income (loss) from continuing operations before inter-company activity and income taxes	(41,400,000)		(10,900,000)		(58,700,000)		(100,000,000)
Management fee and inter-company interest	38,000,000		2,500,000		(76,600,000)		(5,200,000)
Income tax (expense) benefit	(1,100,000)		(3,300,000)		(1,100,000)		4,400,000
Income (loss) from continuing operations	(2,300,000)		(5,100,000)		16,800,000		(90,400,000)
Income from discontinued operations, net of income taxes	0		0		0		0
Net income (loss)	(2,300,000)		(5,100,000)		16,800,000		(90,400,000)
Balance Sheets
Current assets	41,100,000				41,100,000				66,800,000
Land, buildings, vessels and equipment, net	37,000,000				37,000,000				47,700,000
Goodwill	0				0				0
Intangible assets, net	0				0				0
Other non-current assets	63,200,000				63,200,000				72,600,000
Investment in subsidiaries	4,343,600,000				4,343,600,000				4,508,300,000
Assets of discontinued operations held for sale	3,500,000				3,500,000				3,400,000
Inter-company	0				0				0
Total assets	4,488,400,000				4,488,400,000				4,698,800,000
Current liabilities	61,100,000				61,100,000				114,800,000
Long-term debt less current portion	4,098,500,000				4,098,500,000				4,363,900,000
Other non-current liabilities	(81,600,000)				(81,600,000)				(48,100,000)
Liabilities of dicontinued operations held for sale	0				0				0
Inter-company	167,200,000				167,200,000				54,500,000
Additional paid-in capital	1,088,500,000				1,088,500,000				1,076,000,000
Accumulated deficit	(781,300,000)				(781,300,000)				(798,200,000)
Common Stock, Treasury Stock, and Other	(64,000,000)				(64,000,000)				(64,100,000)
Stockholders' Equity Attributable to Parent	243,200,000				243,200,000				213,700,000
Stockholders' Equity Attributable to Noncontrolling Interest	0				0				0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	243,200,000				243,200,000				213,700,000
Total liabilities and stockholders' equity	4,488,400,000				4,488,400,000				4,698,800,000
Statements of Cash Flows
Cash provided by (used in) operating activities					(4,800,000)		(22,000,000)
Capital expenditures					(7,200,000)		(2,900,000)
Payments to Acquire Intangible Assets					0
Net proceeds from sale of discontinued operations					0
Escrow refund					0
Purchase of held-to-maturity debt securities							0
Proceeds from Sale, Maturity and Collection of Investments							4,400,000
Loans receivable, net					0		0
Increase (Decrease) in Restricted Cash					5,900,000
Other Investing Activities					253,000,000		0
Cash used in investing activities					251,700,000		1,500,000
Proceeds from Credit Facility					194,300,000		50,000,000
Repayments under Credit Facility					(114,300,000)		(30,000,000)
Repayments of Long-term Debt					(359,000,000)		(1,600,000)
Proceeds from Stock Options Exercised							0
Other Financing Activities					3,700,000		1,300,000
Cash provided by financing activities					(275,300,000)		19,700,000
Increase (decrease) in cash and cash equivalents			(800,000)		(28,400,000)
Cash and cash equivalents at the beginning of the period					28,600,000		5,500,000
Cash and cash equivalents at the end of the period	200,000		4,700,000		200,000		4,700,000
Guarantor Subsidiaries [Member]
Revenues:
Gaming	493,300,000	[1]	235,800,000	[1]	973,400,000		476,000,000
Food and beverage	30,400,000	[1]	14,600,000	[1]	58,000,000		27,500,000
Lodging	13,800,000	[1]	6,100,000	[1]	24,600,000		10,800,000
Retail, entertainment and other	17,700,000	[1]	10,700,000	[1]	32,000,000		19,400,000
Revenues	555,200,000	[1]	267,200,000	[1]	1,088,000,000		533,700,000
Expenses and other costs:
Gaming	266,600,000	[1]	135,100,000	[1]	514,600,000		270,800,000
Food and beverage	28,200,000	[1]	12,500,000	[1]	52,900,000		23,900,000
Lodging	6,500,000	[1]	3,200,000	[1]	11,600,000		6,100,000
Retail, entertainment and other	6,700,000	[1]	5,600,000	[1]	11,300,000		9,300,000
General and administrative and other	83,400,000	[1]	42,400,000	[1]	161,000,000		85,700,000
Pre-opening and development costs	4,700,000	[1]	300,000	[1]	7,500,000		800,000
Depreciation and amortization	56,900,000	[1]	21,500,000	[1]	113,600,000		43,100,000
Write-downs, reserves and recoveries, net	(400,000)	[1]	700,000	[1]	200,000		1,100,000
Total expenses and other costs	452,600,000	[1]	221,300,000	[1]	872,700,000		440,800,000
Operating income	102,600,000	[1]	45,900,000	[1]	215,300,000		92,900,000
Equity earnings of subsidiaries	0	[1]	0	[1]	0		0
Interest expense, net	800,000	[1]	900,000	[1]	(2,400,000)		(1,300,000)
Loss on early extinguishment of debt	0				0		0
Loss from equity method investments			0	[1]			0
Income (loss) from continuing operations before inter-company activity and income taxes	103,400,000	[1]	46,800,000	[1]	217,700,000		94,200,000
Management fee and inter-company interest	(38,000,000)	[1]	(2,800,000)	[1]	76,600,000		5,200,000
Income tax (expense) benefit	0	[1]	0	[1]	0		0
Income (loss) from continuing operations	65,400,000	[1]	44,000,000	[1]	141,100,000		89,000,000
Income from discontinued operations, net of income taxes	0	[1]	2,000,000	[1]	400,000		4,400,000
Net income (loss)	65,400,000	[1]	46,000,000	[1]	141,500,000		93,400,000
Balance Sheets
Current assets	202,900,000	[1]			202,900,000	[1]			185,100,000	[1]
Land, buildings, vessels and equipment, net	3,026,200,000	[1]			3,026,200,000	[1]			2,983,100,000	[1]
Goodwill	916,000,000				916,000,000				916,000,000
Intangible assets, net	534,800,000				534,800,000				495,100,000
Other non-current assets	5,600,000	[1]			5,600,000	[1]			6,600,000	[1]
Investment in subsidiaries	0	[1]			0	[1]			0	[1]
Assets of discontinued operations held for sale	22,100,000	[1]			22,100,000	[1]			318,800,000	[1]
Inter-company	168,400,000	[1]			168,400,000	[1]			55,700,000	[1]
Total assets	4,876,000,000	[1]			4,876,000,000	[1]			4,960,400,000	[1]
Current liabilities	288,500,000	[1]			288,500,000	[1]			231,400,000	[1]
Long-term debt less current portion	0	[1]			0	[1]			100,000	[1]
Other non-current liabilities	288,600,000	[1]			288,600,000	[1]			245,900,000	[1]
Liabilities of dicontinued operations held for sale	4,300,000				4,300,000				26,100,000	[1]
Inter-company	0	[1]			0	[1]			0	[1]
Additional paid-in capital	3,641,100,000	[1]			3,641,100,000	[1]			3,964,400,000	[1]
Accumulated deficit	653,100,000	[1]			653,100,000	[1]			492,000,000	[1]
Common Stock, Treasury Stock, and Other	400,000				400,000				500,000
Stockholders' Equity Attributable to Parent	4,294,600,000	[1]			4,294,600,000	[1]			4,456,900,000
Stockholders' Equity Attributable to Noncontrolling Interest	0	[1]			0	[1]			0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	4,294,600,000	[1]			4,294,600,000	[1]			4,456,900,000
Total liabilities and stockholders' equity	4,876,000,000	[1]			4,876,000,000	[1]			4,960,400,000	[1]
Statements of Cash Flows
Cash provided by (used in) operating activities					142,300,000	[1]	99,700,000	[1]
Capital expenditures					(142,600,000)		(103,500,000)
Payments to Acquire Intangible Assets					(25,000,000)
Net proceeds from sale of discontinued operations					252,300,000
Escrow refund					25,000,000
Purchase of held-to-maturity debt securities							0
Proceeds from Sale, Maturity and Collection of Investments							0
Loans receivable, net					0		0
Increase (Decrease) in Restricted Cash					0
Other Investing Activities					(252,600,000)		2,500,000
Cash used in investing activities					(142,900,000)	[1]	(101,000,000)	[1]
Proceeds from Credit Facility					0	[1]	0	[1]
Repayments under Credit Facility					0	[1]	0	[1]
Repayments of Long-term Debt					0	[1]	0	[1]
Proceeds from Stock Options Exercised							0
Other Financing Activities					0		0
Cash provided by financing activities					0	[1]	0	[1]
Increase (decrease) in cash and cash equivalents			(1,300,000)	[1]	(600,000)	[1]
Cash and cash equivalents at the beginning of the period					142,300,000	[1]	73,500,000	[1]
Cash and cash equivalents at the end of the period	141,700,000	[1]	72,200,000	[1]	141,700,000	[1]	72,200,000	[1]
Non-Guarantor Subsidiaries [Member]
Revenues:
Gaming	0	[2]	0	[2]	0		0
Food and beverage	0	[2]	0	[2]	0		0
Lodging	0	[2]	0	[2]	0		0
Retail, entertainment and other	0	[2]	0	[2]	0		0
Revenues	0	[2]	0	[2]	0		0
Expenses and other costs:
Gaming	0	[2]	0	[2]	0		0
Food and beverage	0	[2]	0	[2]	0		0
Lodging	0	[2]	0	[2]	0		0
Retail, entertainment and other	0	[2]	0	[2]	0		0
General and administrative and other	100,000	[2]	100,000	[2]	100,000		300,000
Pre-opening and development costs	200,000	[2]	300,000	[2]	200,000		300,000
Depreciation and amortization	0	[2]	0	[2]	0		0
Write-downs, reserves and recoveries, net	0	[2]	0	[2]	0		(100,000)
Total expenses and other costs	300,000	[2]	400,000	[2]	300,000		500,000
Operating income	(300,000)	[2]	(400,000)	[2]	(300,000)		(500,000)
Equity earnings of subsidiaries	0	[2]	0	[2]	0		0
Interest expense, net	0	[2]	0	[2]	0		0
Loss on early extinguishment of debt	0				0		0
Loss from equity method investments			0				(92,200,000)
Income (loss) from continuing operations before inter-company activity and income taxes	(300,000)	[2]	(400,000)	[2]	(300,000)		(92,700,000)
Management fee and inter-company interest	0	[2]	0	[2]	0		0
Income tax (expense) benefit	0	[2]	0	[2]	0		0
Income (loss) from continuing operations	(300,000)	[2]	(400,000)	[2]	(300,000)		(92,700,000)
Income from discontinued operations, net of income taxes	0	[2]	0	[2]	(100,000)		0
Net income (loss)	(300,000)	[2]	(400,000)	[2]	(400,000)		(92,700,000)
Balance Sheets
Current assets	24,800,000	[2]			24,800,000	[2]			27,700,000	[2]
Land, buildings, vessels and equipment, net	5,600,000	[2]			5,600,000	[2]			5,700,000	[2]
Goodwill	3,300,000				3,300,000				3,300,000
Intangible assets, net	5,000,000				5,000,000				5,000,000
Other non-current assets	23,300,000	[2]			23,300,000	[2]			22,100,000	[2]
Investment in subsidiaries	0	[2]			0	[2]			0	[2]
Assets of discontinued operations held for sale	700,000	[2]			700,000	[2]			1,200,000	[2]
Inter-company	0	[2]			0	[2]			0	[2]
Total assets	62,700,000	[2]			62,700,000	[2]			65,000,000	[2]
Current liabilities	300,000	[2]			300,000	[2]			100,000	[2]
Long-term debt less current portion	0	[2]			0	[2]			0	[2]
Other non-current liabilities	0	[2]			0	[2]			0	[2]
Liabilities of dicontinued operations held for sale	0				0				0	[2]
Inter-company	1,200,000	[2]			1,200,000	[2]			1,200,000	[2]
Additional paid-in capital	324,400,000	[2]			324,400,000	[2]			325,700,000	[2]
Accumulated deficit	(274,600,000)	[2]			(274,600,000)	[2]			(273,500,000)	[2]
Common Stock, Treasury Stock, and Other	0				0				0
Stockholders' Equity Attributable to Parent	49,800,000	[2]			49,800,000	[2]			52,200,000
Stockholders' Equity Attributable to Noncontrolling Interest	11,400,000				11,400,000				11,500,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	61,200,000				61,200,000				63,700,000
Total liabilities and stockholders' equity	62,700,000	[2]			62,700,000	[2]			65,000,000	[2]
Statements of Cash Flows
Cash provided by (used in) operating activities					(3,200,000)	[2]	(1,100,000)	[2]
Capital expenditures					0		0
Payments to Acquire Intangible Assets					0
Net proceeds from sale of discontinued operations					0
Escrow refund					0
Purchase of held-to-maturity debt securities							(5,800,000)
Proceeds from Sale, Maturity and Collection of Investments							0
Loans receivable, net					0		(4,600,000)
Increase (Decrease) in Restricted Cash					0
Other Investing Activities					300,000		(2,000,000)
Cash used in investing activities					300,000	[2]	(12,400,000)	[2]
Proceeds from Credit Facility					0	[2]	0	[2]
Repayments under Credit Facility					0	[2]	0	[2]
Repayments of Long-term Debt					0	[2]	0	[2]
Proceeds from Stock Options Exercised							0
Other Financing Activities					0		0
Cash provided by financing activities					0	[2]	0	[2]
Increase (decrease) in cash and cash equivalents			(13,500,000)	[2]	(2,900,000)	[2]
Cash and cash equivalents at the beginning of the period					27,700,000	[2]	22,800,000	[2]
Cash and cash equivalents at the end of the period	24,800,000	[2]	9,300,000	[2]	24,800,000	[2]	9,300,000	[2]
Consolidating and Eliminating Entries
Revenues:
Gaming	0		0		0		0
Food and beverage	0		0		0		0
Lodging	0		0		0		0
Retail, entertainment and other	0		0		0		0
Revenues	0		0		0		0
Expenses and other costs:
Gaming	0		0		0		0
Food and beverage	0		0		0		0
Lodging	0		0		0		0
Retail, entertainment and other	0		0		0		0
General and administrative and other	0		0		0		0
Pre-opening and development costs	0		0		0		0
Depreciation and amortization	0		0		0		0
Write-downs, reserves and recoveries, net	0		0		0		0
Total expenses and other costs	0		0		0		0
Operating income	0		0		0		0
Equity earnings of subsidiaries	(65,100,000)		(45,900,000)		(141,100,000)		(700,000)
Interest expense, net	0		0		0		0
Loss on early extinguishment of debt	0				0		0
Loss from equity method investments			0				0
Income (loss) from continuing operations before inter-company activity and income taxes	(65,100,000)		(45,900,000)		(141,100,000)		(700,000)
Management fee and inter-company interest	0		300,000		0		0
Income tax (expense) benefit	0		0		0		0
Income (loss) from continuing operations	(65,100,000)		(45,600,000)		(141,100,000)		(700,000)
Income from discontinued operations, net of income taxes	0		0		0		0
Net income (loss)	(65,100,000)		(45,600,000)		(141,100,000)		(700,000)
Balance Sheets
Current assets	0				0				0
Land, buildings, vessels and equipment, net	0				0				0
Goodwill	0				0				0
Intangible assets, net	0				0				0
Other non-current assets	0				0				0
Investment in subsidiaries	(4,343,600,000)				(4,343,600,000)				(4,508,300,000)
Assets of discontinued operations held for sale	(800,000)				(800,000)				(800,000)
Inter-company	(168,400,000)				(168,400,000)				(55,700,000)
Total assets	(4,512,800,000)				(4,512,800,000)				(4,564,800,000)
Current liabilities	0				0				0
Long-term debt less current portion	0				0				0
Other non-current liabilities	0				0				0
Liabilities of dicontinued operations held for sale	0				0				0
Inter-company	(168,400,000)				(168,400,000)				(55,700,000)
Additional paid-in capital	(3,965,500,000)				(3,965,500,000)				(4,290,100,000)
Accumulated deficit	(378,500,000)				(378,500,000)				(218,500,000)
Common Stock, Treasury Stock, and Other	(400,000)				(400,000)				(500,000)
Stockholders' Equity Attributable to Parent	(4,344,400,000)				(4,344,400,000)				(4,509,100,000)
Stockholders' Equity Attributable to Noncontrolling Interest	0				0				0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	(4,344,400,000)				(4,344,400,000)				(4,509,100,000)
Total liabilities and stockholders' equity	(4,512,800,000)				(4,512,800,000)				(4,564,800,000)
Statements of Cash Flows
Cash provided by (used in) operating activities					0		0
Capital expenditures					0		0
Payments to Acquire Intangible Assets					0
Net proceeds from sale of discontinued operations					0
Escrow refund					0
Purchase of held-to-maturity debt securities							0
Proceeds from Sale, Maturity and Collection of Investments							0
Loans receivable, net					0		0
Increase (Decrease) in Restricted Cash					0
Other Investing Activities					0		0
Cash used in investing activities					0		0
Proceeds from Credit Facility					0		0
Repayments under Credit Facility					0		0
Repayments of Long-term Debt					0		0
Proceeds from Stock Options Exercised							0
Other Financing Activities					0		0
Cash provided by financing activities					0		0
Increase (decrease) in cash and cash equivalents			0		0
Cash and cash equivalents at the beginning of the period					0		0
Cash and cash equivalents at the end of the period	$ 0		$ 0		$ 0		$ 0

[1] (a)As of June 30, 2014, the following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (RENO), LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; Ameristar Casino Black Hawk, Inc.; Ameristar Casino Council Bluffs, Inc.; Ameristar Casino St. Charles, Inc.; Ameristar Casino Kansas City, Inc.; Ameristar Casino Vicksburg, Inc.; Cactus Pete’s, Inc.; Ameristar East Chicago Holdings, LLC; Ameristar Casino East Chicago, LLC; and Ameristar Casino Springfield, LLC. In addition, certain other immaterial subsidiaries are also guarantors of our senior and senior subordinated notes.

[2] (b)Guarantor subsidiaries of our senior and senior subordinated notes exclude subsidiaries with approximately $62.7 million in cash and other assets as of June 30, 2014 that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries.

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Employee Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2014

Employee Benefit and Other Plans [Abstract]

Schedule of Employee Benefit Plans

We recorded share-based compensation expense as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(in millions)
Share-based compensation expense	$	5.5	$	3.4	$	8.7	$	5.2

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

Stock options: The following table summarizes information related to our common stock options:

	Number of Stock Options		Weighted Average Exercise Price
Options outstanding at January 1, 2014	5,509,246		$	14.01
Granted	711,380		$	23.47
Exercised	(302,078	)	$	13.03
Canceled or forfeited	(218,950	)	$	18.07
Options outstanding at June 30, 2014	5,699,598		$	15.11
Options exercisable at June 30, 2014	3,016,460		$	12.46
Expected to vest after June 30, 2014	2,041,655		$	18.43

Schedule of Stock Option Activity

The following information is provided for our stock options:

	For the six months ended June 30,
	2014		2013
Weighted-average grant date fair value	$	9.08	$	9.94

Schedule of Restricted Stock Units Activity

Restricted Stock Units: The following table summarizes information related to our restricted stock units:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested shares at January 1, 2014	629,518		$	20.11
Granted	424,678		$	23.60
Vested	(120,638	)	$	18.65
Canceled or forfeited	(62,190	)	$	21.93
Unvested shares at June 30, 2014	871,368		$	22.08

Schedule of Performance Stock Units Activity

Performance Stock Units: The following table summarizes information related to our performance stock units:

	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares at January 1, 2014	431,858	$	22.79
Granted	123,283	$	26.50
Canceled or forfeited	—	$	—
Unvested shares at June 30, 2014	555,141	$	23.61

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Summary of Significant Accounting Policies (Details) (USD $) Share data in Millions, unless otherwise specified	3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended																	3 Months Ended				6 Months Ended						3 Months Ended				6 Months Ended				3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Jun. 30, 2014 Other Properties	Jun. 30, 2013 Other Properties	Jun. 30, 2014 Other Properties	Jun. 30, 2013 Other Properties	Jun. 30, 2014 Antidilutive securities	Jun. 30, 2014 Antidilutive securities	Jun. 30, 2014 Estimate of Fair Value Measurement [Member] Fair Value, Measurements, Recurring	Dec. 31, 2013 Estimate of Fair Value Measurement [Member] Fair Value, Measurements, Recurring	Jun. 30, 2014 Estimate of Fair Value Measurement [Member] Fair Value, Measurements, Nonrecurring [Member]	Dec. 31, 2013 Estimate of Fair Value Measurement [Member] Fair Value, Measurements, Nonrecurring [Member]	Jun. 30, 2014 Fair Value, Inputs, Level 1 [Member] Fair Value, Measurements, Recurring	Dec. 31, 2013 Fair Value, Inputs, Level 1 [Member] Fair Value, Measurements, Recurring	Jun. 30, 2014 Fair Value, Inputs, Level 1 [Member] Fair Value, Measurements, Nonrecurring [Member]	Dec. 31, 2013 Fair Value, Inputs, Level 1 [Member] Fair Value, Measurements, Nonrecurring [Member]	Jun. 30, 2014 Fair Value, Inputs, Level 2 [Member] Fair Value, Measurements, Recurring	Dec. 31, 2013 Fair Value, Inputs, Level 2 [Member] Fair Value, Measurements, Recurring	Jun. 30, 2014 Fair Value, Inputs, Level 2 [Member] Fair Value, Measurements, Nonrecurring [Member]	Dec. 31, 2013 Fair Value, Inputs, Level 2 [Member] Fair Value, Measurements, Nonrecurring [Member]	Jun. 30, 2014 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Recurring	Dec. 31, 2013 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Recurring	Jun. 30, 2014 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Nonrecurring [Member]	Dec. 31, 2013 Fair Value, Inputs, Level 3 [Member] Fair Value, Measurements, Nonrecurring [Member]	Jun. 30, 2014 Ameristar		Jun. 30, 2013 Ameristar		Jun. 30, 2014 Ameristar	Jun. 30, 2013 Ameristar	Aug. 12, 2013 Ameristar	Jun. 30, 2014 Credit Facility	Dec. 31, 2013 Credit Facility	Dec. 31, 2013 Ameristar	Jun. 30, 2014 Belterra Park [Member]		Jun. 30, 2013 Belterra Park [Member]		Jun. 30, 2014 Belterra Park [Member]		Jun. 30, 2013 Belterra Park [Member]		Jun. 30, 2014 Lumiere Place [Member]
Disposal Group, Divestiture of Business, Purchase price, Net																																														$ 252,300,000
Indefinite-Lived Intangible Assets (Excluding Goodwill)																																						50,000,000				50,000,000
Payments to Acquire Intangible Assets			25,000,000	0																																		25,000,000
Deferred Compensation												600,000	800,000			600,000	800,000			0	0			0	0
Held-to-maturity Securities	14,800,000		14,800,000		14,800,000
Held-to-maturity Securities, Fair Value														30,100,000	30,100,000			0	0			26,700,000	26,676,000			3,400,000	3,438,000
Promissory Notes	10,700,000		10,700,000		9,500,000
Promissory Notes, Fair Value														17,600,000	16,500,000			0	0			17,600,000	16,484,000			0	0
Long-term Debt	4,109,500,000		4,109,500,000		4,380,100,000																													1,112,897,000	573,618,000	493,618,000
Long-term Debt, Fair Value														4,272,300,000	4,511,900,000			0	0			4,272,300,000	4,511,900,000			0	0
Land Not Used In Operations	35,700,000		35,700,000
Land and land improvements	391,700,000		391,700,000		391,700,000																													162,770,000
Buildings, vessels and improvements	2,633,600,000		2,633,600,000		2,492,200,000																													1,308,151,000
Furniture, fixtures and equipment	691,700,000		691,700,000		633,100,000																													158,999,000
Construction in Progress	109,400,000		109,400,000		175,600,000																													153,815,000
Land, buildings, vessels and equipment, gross	3,826,400,000		3,826,400,000		3,692,600,000
Less: accumulated depreciation	(757,600,000)		(757,600,000)		(656,100,000)
Customer Loyalty Program Liability	32,700,000		32,700,000		18,900,000																																12,800,000
Complimentary Revenues, Food and Beverage	33,700,000	17,200,000	66,900,000	33,600,000
Complimentary Revenues, Lodging	15,100,000	7,500,000	31,100,000	14,400,000
Complimentary Revenues, Other	4,400,000	2,900,000	8,200,000	5,600,000
Total promotional allowances	53,200,000	27,600,000	106,200,000	53,600,000
Promotional allowance costs included in gaming expense	39,300,000	19,993,000	77,400,000	40,400,000
Gaming taxes	141,500,000	68,700,000	274,300,000	138,800,000
Pre-opening and development costs	6,907,000	17,212,000	10,319,000	24,765,000		200,000	500,000	500,000	1,200,000																			2,000,000	[1]	16,600,000	[1]	2,400,000	23,300,000					4,700,000	[2]	100,000	[2]	7,400,000	[2]	300,000	[2]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1.9	1.6		1.4						1.4	1.3
Property, Plant and Equipment, Net	3,068,828,000		3,068,828,000		3,036,515,000																													1,783,735,000
Accrued Payment to Acquire Intangible Assets			25,000,000	0																																						25,000,000
Cash Divested from Deconsolidation																																														$ 11,000,000

[1] (1)Amounts principally comprised of legal and advisory expenses, severance charges and other costs and expenses related to the financing and integration of the acquisition of Ameristar.

[2] (2)Belterra Park opened on May 1, 2014.

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CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Allowance for Doubtful Accounts	$ 5,249	$ 5,178
Preferred Stock, par value per share	$ 1.00	$ 1.00
Preferred Stock, Shares Authorized	250,000	250,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, par value per share	$ 0.10	$ 0.10
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Outstanding	59,773,212	59,197,606
Treasury Stock, Shares	6,374,882	6,374,882

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Income Taxes

6 Months Ended

Jun. 30, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Our effective income tax rate for continuing operations for the three and six months ended June 30, 2014 was 32.1%, or a benefit of $1.1 million, and 6.3% or an expense of $1.1 million, respectively, as compared to an effective tax rate of 31.9%, or a benefit of $3.3 million, and 4.4% or a benefit of $4.4 million, respectively, for the corresponding prior-year periods. Our tax rate differs from the statutory rate of 35.0% due to the effects of permanent items, the recording of a valuation allowance release, deferred tax expense on tax amortization of indefinite-lived intangible assets, state taxes and a reserve for unrecognized tax benefits. Our income tax rate for the three and six months ended June 30, 2014 included a tax benefit from the release of $3.0 million of our valuation allowance as a result of additional deferred tax liabilities recognized from the preparation of the Ameristar pre-acquisition tax returns during the second quarter of 2014. Our state tax provision represents taxes in the jurisdiction of Indiana, Louisiana and the city jurisdictions in Missouri where we have no valuation allowance.

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Long-Term Debt (Details) (USD $)	3 Months Ended		6 Months Ended			3 Months Ended											6 Months Ended					3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Jun. 30, 2014 Senior Notes Due 2021 [Member]	Jun. 30, 2014 Term loans [Domain]	Jun. 30, 2014 Term Loan B1 [Domain]	Jun. 30, 2014 Term loan B2 [Domain]	Jun. 30, 2014 Letter of Credit [Member]	Jun. 30, 2014 Term B1 due 2016 [Domain]	Dec. 31, 2013 Term B1 due 2016 [Domain]	Jun. 30, 2014 Term B2 due 2020 [Domain]	Dec. 31, 2013 Term B2 due 2020 [Domain]	Jun. 30, 2014 Credit Facility	Dec. 31, 2013 Credit Facility	Jun. 30, 2010 Senior Subordinated Notes Due 2020	Jun. 30, 2014 Senior Subordinated Notes Due 2020	Dec. 31, 2013 Senior Subordinated Notes Due 2020	Jun. 30, 2014 Notes Payable, Other Payables [Member]	Dec. 31, 2013 Notes Payable, Other Payables [Member]	Mar. 31, 2012 Senior Subordinated Notes Due 2022	Jun. 30, 2014 Senior Subordinated Notes Due 2022	Dec. 31, 2013 Senior Subordinated Notes Due 2022	Jun. 30, 2014 Senior Notes due 2021 [Domain]	Dec. 31, 2013 Senior Notes due 2021 [Domain]	Jun. 30, 2014 Senior Notes Due April 2021 [Member]	Dec. 31, 2013 Senior Notes Due April 2021 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 4,076,200,000		$ 4,076,200,000		$ 4,355,200,000						$ 0	$ 202,000,000	$ 937,528,000	$ 1,094,500,000	$ 573,618,000	$ 493,600,000		$ 350,000,000	$ 350,000,000	$ 92,700	$ 100,000		$ 325,000,000	$ 325,000,000	$ 850,000,000	$ 850,000,000	$ 1,040,000,000	$ 1,040,000,000
Debt Instrument, Unamortized Discount (Premium), Net	33,300,000		33,300,000		24,900,000						0	(7,708,000)	(23,919,000)	(26,047,000)	0	0		0	0	0	0		0	0	0	0	57,241,000	58,600,000
Long-term Debt	4,109,500,000		4,109,500,000		4,380,100,000						0	194,329,000	913,609,000	1,068,453,000	573,618,000	493,618,000		350,000,000	350,000,000	92,700	110,000		325,000,000	325,000,000	850,000,000	850,000,000	1,097,241,000	1,098,495,000
Long Term Debt, Current Maturity, Outstanding Principal	(11,006,000)		(11,006,000)		(16,006,000)
Long Term Debt, Current Maturities, Unamortized Discount Premium	0		0		0
Long-term Debt, Current Maturities	(11,006,000)		(11,006,000)		(16,006,000)
Long Term Debt, Excluding Current Maturities, Outstanding Principal	4,065,200,000		4,065,200,000		4,339,200,000
Long Term Debt, Excluding Current Maturities, Unamortized Discount Premium	33,300,000		33,300,000		24,900,000
Long-term debt less current portion	4,098,556,000		4,098,556,000		4,364,045,000
Credit Facility, Maximum Borrowing Capacity							1,600,000,000	500,000,000	1,100,000,000
Line Of Credit, Revolving Credit Commitment	1,000,000,000		1,000,000,000
Letter of Credit, amount outstanding										12,700,000
Debt Instrument, Face Amount																		350,000,000					325,000,000				1,040,000,000
Debt Instrument, Interest Rate, Stated Percentage						6.375%												8.75%					7.75%				7.50%
Premium Included In Recorded Fair Value Of Senior Notes																											72,800,000
Proceeds from issuance of debt						835,000,000											341,500,000					318,000,000
Interest expense	62,900,000	29,200,000	131,500,000	58,300,000
Interest income	(100,000)	(100,000)	(200,000)	(200,000)
Capitalized interest	(800,000)	(800,000)	(2,500,000)	(1,200,000)
Interest expense, net	62,003,000	28,327,000	128,792,000	56,920,000
Loss on early extinguishment of debt	$ 8,234,000	$ 0	$ 8,234,000	$ 0

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2014

Long-term Debt, Unclassified [Abstract]

Schedule of Long-term Debt Instruments

	June 30, 2014
	Outstanding Principal			Unamortized (Discount) Premium			Long-Term Debt, Net
	(in millions)
Senior Secured Credit Facility:
Revolving Credit Facility	$	573.6		$	—		$	573.6
Term B1 Loans due 2016	—			—			—
Term B2 Loans due 2020	937.5			(23.9		)	913.6
6.375% Senior Notes due 2021	850.0			—			850.0
7.50% Senior Notes due 2021	1,040.0			57.2			1,097.2
7.75% Senior Subordinated Notes due 2022	325.0			—			325.0
8.75% Senior Subordinated Notes due 2020	350.0			—			350.0
Other	0.1			—			0.1
Total debt including current maturities	4,076.2			33.3			4,109.5
Less current maturities	(11.0		)	—			(11.0		)
Total long-term debt	$	4,065.2		$	33.3		$	4,098.5

	December 31, 2013
	Outstanding Principal			Unamortized (Discount) Premium			Long-Term Debt, Net
	(in millions)
Senior Secured Credit Facility:
Revolving Credit Facility	$	493.6		$	—		$	493.6
Term B1 Loans due 2016	202.0			(7.7		)	194.3
Term B2 Loans due 2020	1,094.5			(26.0		)	1,068.5
6.375% Senior Notes due 2021	850.0			—			850.0
7.50% Senior Notes due 2021	1,040.0			58.6			1,098.5
7.75% Senior Subordinated Notes due 2022	325.0			—			325.0
8.75% Senior Subordinated Notes due 2020	350.0			—			350.0
Other	0.1			—			0.1
Total debt including current maturities	4,355.2			24.9			4,380.1
Less current maturities	(16.0		)	—			(16.0		)
Total long-term debt	$	4,339.2		$	24.9		$	4,364.1

Schedule of Interest Expense, Net

Interest expense, net of capitalized interestand interest income was as follows:

	For the three months ended June 30,						For the six months ended June 30,
	2014			2013			2014			2013
	(in millions)
Interest expense	$	62.9		$	29.2		$	131.5		$	58.3
Interest income	(0.1		)	(0.1		)	(0.2		)	(0.2		)
Capitalized interest	(0.8		)	(0.8		)	(2.5		)	(1.2		)
Interest expense, net	$	62.0		$	28.3		$	128.8		$	56.9