DFAN14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 1, 2013

PINNACLE ENTERTAINMENT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-13641	95-3667491
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

8918 Spanish Ridge Avenue

Las Vegas, Nevada 89148

(Address of Principal Executive Offices, Including Zip Code)

(702) 541-7777

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

First Amendment to Agreement and Plan of Merger

On December 20, 2012, Pinnacle Entertainment, Inc. (“Pinnacle”), Pinnacle, PNK Holdings, Inc., a direct wholly-owned subsidiary of Pinnacle (“HoldCo”), PNK Development 32, Inc., an indirect wholly-owned subsidiary of Pinnacle (“Merger Sub”), and Ameristar Casinos, Inc. (“Ameristar,” and together with Pinnacle, HoldCo, Merger Sub, the “Parties”), entered into an agreement and plan of merger (the “Merger Agreement,”) pursuant to which Merger Sub would be merged with and into Ameristar, with Ameristar surviving as a wholly-owned, indirect subsidiary of Pinnacle. The Merger Agreement further provides that Pinnacle is entitled, under certain circumstances, to effect an alternative merger structure pursuant to which HoldCo would be merged with and into Ameristar with Ameristar as the surviving corporation (the “Alternative Merger”), and immediately thereafter, Ameristar would be merged with and into Pinnacle with Pinnacle as the surviving corporation.

On February 1, 2013, the Parties entered into the First Amendment to the Merger Agreement (the “Amendment”), to more specifically address the effects of the Alternative Merger. All capitalized terms used but not defined herein shall have their respective meanings in the Merger Agreement or the Amendment, as applicable. Other than the amendments to the Merger Agreement contained in the Amendment, the Merger Agreement remains unchanged.

The foregoing description of the Merger Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement (filed as Exhibit 2.1 to Pinnacle’s Current Report on Form 8-K filed on December 21, 2012) and the Amendment, (a copy of which is filed as Exhibit 2.1 hereto), respectively, and each of the Merger Agreement and the Amendment are incorporated into this Current Report on Form 8-K by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit 2.1	First Amendment to Agreement and Plan of Merger, dated as of February 1, 2013, entered into by and among, Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc.

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Important Information Regarding Forward-Looking Statements

Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Pinnacle’s and Ameristar’s current expectations and are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding the expected synergies and benefits of a potential combination of Pinnacle and Ameristar, including the expected accretive effect of the merger on Pinnacle’s financial results and profile (e.g., free cash flow, earnings per share and Consolidated Adjusted EBITDA); the anticipated benefits of geographic diversity that would result from

the merger and the expected results of Ameristar’s gaming properties; expectations about future business plans, prospective performance and opportunities; required regulatory approvals; and the expected timing of the completion of the transaction; and the anticipated financing of the transaction. These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should” or similar words intended to identify information that is not historical in nature. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the potential transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include (a) the timing to consummate the transaction between Pinnacle and Ameristar; (b) the ability and timing to obtain required regulatory approvals (including approval from gaming regulators) and satisfy or waive other closing conditions; (c) the ability to obtain the approval of Ameristar’s stockholders; (d) the possibility that the merger does not close when expected or at all; or that the companies may be required to modify aspects of the merger to achieve regulatory approval; (e) Pinnacle’s ability to realize the synergies contemplated by a potential transaction; (f) Pinnacle’s ability to promptly and effectively integrate the business of Pinnacle and Ameristar; (g) the requirement to satisfy closing conditions to the merger as set forth in the merger agreement, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (h) uncertainties in the global economy and credit markets and its potential impact on Pinnacle’s ability to finance the transaction; (i) the outcome of any legal proceedings that may be instituted in connection with the transaction; (j) the ability to retain certain key employees of Ameristar; (k) that there may be a material adverse change of Pinnacle or Ameristar, or the respective businesses of Pinnacle or Ameristar may suffer as a result of uncertainty surrounding the transaction; (l) Pinnacle’s ability to fund the transaction; and (m) the risk factors disclosed in Pinnacle’s most recent Annual Report on Form 10-K/A, which Pinnacle filed with the Securities and Exchange Commission on May 16, 2012 and the risk factors disclosed in Ameristar’s most recent Annual Report on Form 10-K, which Ameristar filed with the Securities and Exchange Commission on February 28, 2012 and in all reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission by Pinnacle and Ameristar subsequent to the filing of their respective Form 10-Ks for the year ended December 31, 2011. Forward-looking statements reflect Pinnacle’s and Ameristar’s management’s analysis as of the date of this report. Pinnacle and Ameristar do not undertake to revise these statements to reflect subsequent developments, except as required under the federal securities laws. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Additional Information and Where to Find It

In connection with the proposed merger, Ameristar plans to file a proxy statement with the SEC and mail the proxy statement to its stockholders. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, AMERISTAR, THE PROPOSED MERGER AND RELATED MATTERS. The proxy statement, as well as other filings containing information about Pinnacle and Ameristar will be available, free of charge, from the SEC’s web site (www.sec.gov). Pinnacle’s SEC filings in connection with the transaction also may be obtained, free of charge, from Pinnacle’s web site (www.pnkinc.com) under the tab “Investor Relations” and then under the heading “SEC Filings,” or by directing a request to Pinnacle, 8918 Spanish Ridge Ave., Las Vegas, Nevada, 89148, Attention: Investor Relations or (702) 541-7777. Ameristar’s SEC filings in connection with the transaction also may be obtained, free of charge, from Ameristar’s web site (www.ameristar.com) under the tab “About Us,” “Investor Relations” and then under the heading “Ameristar SEC Reports & Filings,” or by directing a request to Ameristar, 3773 Howard Hughes Parkway, Suite 490 South, Las Vegas, Nevada, 89169, Attention: Investor Relations or (702) 567-7000.

Participants in the Merger Solicitation

Pinnacle and Ameristar and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information about Pinnacle’s directors and executive officers is included in Pinnacle’s Annual Report on Form 10-K/A for the year ended December 31, 2011, filed with the SEC on May 16, 2012 and the proxy statement for Pinnacle’s 2012 Annual Meeting of Stockholders, filed with the SEC on April 9, 2012. Information about Ameristar’s directors and executive officers is included in Ameristar’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 28, 2012 and the proxy statement for Ameristar’s 2012 Annual Meeting of Stockholders, filed with the SEC on April 30, 2012. Additional information regarding these persons and their interests in the merger will be included in the proxy statement relating to the merger when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

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 hereunto duly authorized.

Date: February 1, 2013	Pinnacle Entertainment, Inc.
	By:	/s/ John A. Godfrey John A. Godfrey Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 2.1	First Amendment to Agreement and Plan of Merger, dated as of February 1, 2013, entered into by and among, Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc.

EX-2.1

EXHIBIT 2.1

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of February 1, 2013 (the “Effective Date”), between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (“Parent”), PNK HOLDINGS, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“HoldCo”), PNK DEVELOPMENT 32, INC., a Nevada corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub”) and AMERISTAR CASINOS, INC., a Nevada corporation (the “Company”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

R E C I T A L S

WHEREAS, the parties hereto entered into that certain Agreement and Plan of Merger dated as of December 20, 2012 by and among Parent, HoldCo, Merger Sub and the Company (the “Merger Agreement”);

WHEREAS, Section 5.15(d) of the Merger Agreement contemplates that, in accordance with terms and conditions therein, Parent may elect to carry out an alternative acquisition structure;

WHEREAS, the parties hereto desire to amend the Merger Agreement with respect to such alternative acquisition structure; and

WHEREAS, pursuant to Section 7.4 of the Merger Agreement, the Merger Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment to the Merger Agreement, signed on behalf of each of the parties in interest at the time of the amendment.

A G R E E M E N T

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

1. Recitals.

(a) The first recital to the Merger Agreement shall be deleted in its entirety and replaced with the following:

“WHEREAS, the parties intend to effect (i) a merger of Merger Sub with and into the Company (the “Planned Merger”) or, at the election of Parent in accordance with the terms and conditions herein, (ii) a merger of HoldCo with and into the Company (the “Alternative Merger,” and each of the Planned Merger and Alternative Merger referred to herein as the “Merger”);”.

(b) The second recital to the Merger Agreement shall be deleted in its entirety and replaced with the following:

“WHEREAS, the board of directors of the Company (the “Company Board”) has determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable to, and in the best interests of, the Company and its stockholders;”.

(c) The following shall be added as the fourth recital to the Merger Agreement:

“WHEREAS, for U.S. federal income tax purposes, the parties intend to treat (i) Merger Sub (in the case of the Planned Merger) and each of Merger Sub and HoldCo (in the case of the Alternative Merger) as a transitory entity that is disregarded and (ii) the Merger as Parent’s taxable purchase of the Company’s common stock;”.

2. Index of Defined Terms.

The Merger Agreement shall be amended to revise the “Index of Defined Terms” to reflect the inclusion, in appropriate alphabetical order, of the defined terms “Articles of Post-Effective Merger,” “Delaware Secretary of State,” “DGCL,” “Planned Merger,” Post-Effective Closing,” and “Post-Effective Merger” (in each case with reference to where such term is defined within the Merger Agreement, as revised by this Amendment) and to revise the location of the defined terms “Alternative Merger,” “Nevada Secretary of State,” and “NRS” to reference where such terms are defined in the Merger Agreement, as revised by this Amendment.

3. The Merger; Effects of the Merger; Articles of Incorporation and Bylaws; Directors; Officers.

(a) Section 1.1 of the Merger Agreement shall be amended to:

(i) delete from the last sentence thereof, the words “subsidiary of HoldCo.” and replace them with the words “, direct or indirect, subsidiary of Parent.”; and

(ii) delete the word “NRS” and replace it with the following phrase:

“Nevada Revised Statutes (the “NRS”) and, in the event of an Alternative Merger, the General Corporation Law of the State of Delaware (the “DGCL”)”.

(b) Sections 1.1., 1.4, 1.5 and 1.6 of the Merger Agreement shall be amended to add the following phrase after each instance of the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

(c) Section 1.3 of the Merger Agreement shall be amended to:

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(i) add the following phrase after the words “(the “Nevada Secretary of State”)”:

“and, in the event of a Planned Merger, the Secretary of the State of Delaware (the “Delaware Secretary of State”),”; and

(ii) add the words “and, in the event of a Planned Merger, the DGCL” after the word “NRS”.

(d) Section 1.4 of the Merger Agreement shall be amended to add the words “and, in the event of a Planned Merger, the DGCL” after the word “NRS”.

4. Post-Effective Merger. The Merger Agreement shall be amended to add the following as Section 1.8 of the Merger Agreement:

“Section 1.8 Post-Effective Merger.

(a) In the event Parent, in accordance with the terms and conditions herein, elects to pursue and carry out the Alternative Merger, then immediately following the Effective Time, Parent and the Surviving Corporation shall consummate a subsequent merger (the “Post-Effective Merger”), pursuant to which the Surviving Corporation shall be merged with and into Parent, and the separate existence of the Surviving Corporation shall cease.

(b) Upon the terms and subject to the provisions of this Agreement, as soon as practicable following the Effective Time, Parent and the Surviving Corporation shall cause the articles of merger with respect to the Post-Effective Merger (the “Articles of Post-Effective Merger”) to be filed with the Nevada Secretary of State and the Delaware Secretary of State, and in such form as is required by, and executed in accordance with, the relevant provisions of the NRS and the DGCL, and, as soon as practicable thereafter, shall make any and all other filings or recordings required under the NRS or DGCL. The Post-Effective Merger shall become effective at such date and time as the Articles of Post-Effective Merger are duly filed with the Nevada Secretary of State and the Delaware Secretary of State or at such other date and time as Parent and the Surviving Corporation shall agree in writing and shall specify in the Articles of Post-Effective Merger (the date and time the Post-Effective Merger becomes effective being the “Post-Effective Closing”).

(c) The Post-Effective Merger shall have the effects set forth in this Agreement and in the relevant provisions of the NRS and DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Post-Effective Closing, all the property, rights, privileges, powers and franchises of the Surviving Corporation shall vest in Parent, and all debts, liabilities and duties of the Surviving Corporation shall become the debts, liabilities and duties of Parent.

(d) At the Post-Effective Closing, and without any further action on the part of either the Surviving Corporation or Parent, the articles of incorporation and bylaws of Parent in effect immediately prior to the Post-Effective Closing shall continue to be the articles of incorporation and bylaws of Parent as the surviving corporation of the Post-Effective Merger, until thereafter amended in accordance with their terms and as provided by applicable Law.

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(e) The directors and officers of Parent immediately prior to the Post-Effective Closing shall continue to be the directors and officers of Parent as the surviving corporation of the Post-Effective Merger, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.”.

5. Conversion of Capital Stock. Section 2.1(a)(iii) of the Merger Agreement shall be amended to add the following phrase after the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

6. Exchange and Payment. Section 2.3(a) of the Merger Agreement shall be amended to add the following phrase after the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

7. Post-Effective Merger. The Merger Agreement shall be amended to add the following as Section 2.6 of the Merger Agreement:

“Section 2.6 Post-Effective Merger. In the event the Post-Effective Merger is to be carried out in accordance with the terms and conditions of this Agreement, at the Post-Effective Closing, by virtue of the Post-Effective Merger and without any further action on the part of Parent or the Surviving Corporation or their respective stockholders:

(a) each share of common stock, par value $0.01 per share, of Surviving Corporation issued and outstanding immediately prior to the Post-Effective Closing will automatically be canceled and retired and will cease to exist, and no cash or other consideration will be delivered or deliverable in exchange therefor, and

(b) each share of common stock, par value $0.01 per share, of Parent issued and outstanding immediately prior to the Post-Effective Closing will remain outstanding and unaffected by the Post-Effective Merger, and such shares will constitute the only outstanding shares of capital stock of Parent following the Post-Effective Closing.”.

8. Representations and Warranties of the Company.

(a) Article III of the Merger Agreement shall be amended to add the following phrase at the end of the paragraph that appears prior to Section 3.1:

“(it being understood and agreed that, for purposes of this Article III, the phrase “transactions contemplated hereby” shall not be considered to include the Post-Effective Merger and the Parent Entities acknowledge and agree that the Company is making no representations or warranties in this Agreement with respect to the Post-Effective Merger)”.

(b) Section 3.4(b) of the Merger Agreement shall be amended to add the words “and, in the event of an Alternative Merger, the filing with the Delaware Secretary of State as required by the DGCL,” after the word “NRS”.

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(c) Sections 3.7 and 3.13 shall be amended to delete the words “and Merger Sub” or “or Merger Sub” in each instance where they appear.

(d) Section 3.23 shall be amended to add “, HoldCo,” after each instance of the word “Parent”, and to add “, HoldCo’s,” after the word “Parent’s”.

9. Representations and Warranties of Parent, HoldCo and Merger Sub.

(a) Section 4.2 of the Merger Agreement shall be amended to add the words “and, in the event of an Alternative Merger, the filing with the Delaware Secretary of State as required by the DGCL” after the word “NRS”.

(b) Section 4.3(b) of the Merger Agreement shall be amended to add the words “and, in the event of an Alternative Merger, the filing with the Delaware Secretary of State as required by the DGCL” after the word “NRS”.

(c) Section 4.7 of the Merger Agreement shall be amended to delete the words “or the Alternative Merger” from the last sentence.

(d) Section 4.10 of the Merger Agreement shall be amended to delete the words “Parent or Merger Sub” and the end thereof and replace them with the following words:

“any of the Parent Entities”.

10. Conduct of Business Pending the Merger.

(a) The underlined section heading to Section 5.2 of the Merger Agreement shall be amended to add “or HoldCo” after the words “Merger Sub”.

(b) The text of Section 5.2 of the Merger Agreement shall be amended to add the following phrase after each instance of the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

11. Acquisition Proposal. The first sentence of Section 5.4(c) shall be amended to add the following phrase after the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

12. Access to Information; Confidentiality. Section 5.6(b) of the Merger Agreement shall be amended to add the following phrase after each instance of the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

13. Regulatory Approval. Section 5.7(c) of the Merger Agreement shall be amended to add the following phrase after the words “Merger Sub”:

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“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

14. Consent Solicitation. Section 5.15(d) of the Merger Agreement shall be amended to read in its entirety as follows:

“(d) If the Consent Solicitation with respect to amendments and waivers to the Indenture necessary to consummate the Alternative Merger is successful, and the requisite consents to amend the Indenture are obtained on terms and conditions set forth in the Consent Solicitation Statement, Parent may elect in its sole discretion to carry out the Alternative Merger.”

15. Financing. Section 5.16 of the Merger Agreement shall be amended to add the following phrase after each instance of the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

16. Conditions to Obligations of the Company.

(a) Section 6.2(a) of the Merger Agreement shall be amended to:

(i) add the following phrase after the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”; and

(ii) add the following as the second sentence of Section 6.2(a):

“For the avoidance of doubt, if Parent elects, in accordance with the terms and conditions of this Agreement, to pursue and carry out the Alternative Merger, all representations and warranties in Article IV with respect to Merger Sub (other than with respect to Section 4.9) shall be disregarded for purposes of this Section 6.2(a).”.

(b) The underlined section heading to Section 6.2(b) of the Merger Agreement shall be amended to add “or HoldCo” after the words “Merger Sub”.

(c) The text of Section 6.2(b) of the Merger Agreement shall be amended to add the following phrase after the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

17. Conditions to Obligations of Parent and Merger Sub.

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(a) The underlined section heading to Section 6.3 of the Merger Agreement shall be amended to add “or HoldCo” after the words “Merger Sub”.

(b) The first sentence and the last sentence of Section 6.3 shall be amended to add the following phrase after each instance of the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

18. Frustration of Closing Conditions. Section 6.4 of the Merger Agreement shall be amended to add the following phrase after the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

19. Termination. Section 7.1(d)(i) of the Merger Agreement shall be amended to add the following phrase after the words “Merger Sub”:

“(in the event of a Planned Merger) or HoldCo (in the event of an Alternative Merger)”.

20. No Presumption Against Drafting Party. Section 8.15 of the Merger Agreement shall be amended to add “HoldCo,” after the word “Parent”.

21. Personal Liability. Section 8.16 of the Merger Agreement shall be amended to add “HoldCo (other than Parent),” after the word “Parent”.

22. Binding Amendment. This Amendment constitutes a valid amendment of the Merger Agreement. In the event of any conflict between the provisions of the Merger Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

23. Further Assurances. Each party hereto agrees to execute and deliver to the other parties hereto such other documents and information and to do such further acts as the requesting party may reasonably request to further effect the transactions contemplated by this Amendment.

24. No Other Amendments. Except for the amendments expressly set forth above, the text of the Merger Agreement shall remain unchanged and in full force and effect.

25. Reference to and Effect on the Merger Agreement. Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended hereby.

26. Incorporation by Reference. Sections 8.7, 8.8, 8.9, 8.11, 8.12, 8.13, 8.14, and 8.15 of the Merger Agreement are hereby incorporated by reference and shall apply mutatis mutandis to this Amendment.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the day and year first written above.

PINNACLE ENTERTAINMENT, INC.
By:	/s/ Anthony Sanfilippo
Name:	Anthony Sanfilippo
Title:	President and Chief Executive Officer
PNK HOLDINGS, INC.
By:	/s/ Anthony Sanfilippo
Name:	Anthony Sanfilippo
Title:	President
PNK DEVELOPMENT 32, INC.
By:	/s/ Anthony Sanfilippo
Name:	Anthony Sanfilippo
Title:	President
AMERISTAR CASINOS, INC.
By:	/s/ Gordon R. Kanofsky
Name:	Gordon R. Kanofsky
Title:	Chief Executive Officer

[SIGNATURE PAGE TO AMENDMENT TO AGREEMENT AND PLAN OF MERGER]