AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

PNK (ST. LOUIS RE), LLC

(a Delaware limited liability company)

This Amended and Restated Limited Liability Company Agreement of PNK (ST. LOUIS RE), LLC, a Delaware limited liability company (the ?Company?), is entered into and adopted effective as of March 24, 2008 (the ?Effective Date?), by Pinnacle Entertainment, Inc., a Delaware corporation (the ?Member?), which constitutes the sole member of the Company, with reference to the recitals set forth below:

RECITALS

A. The Company was originally formed under the Delaware Limited Liability Company Act (6 Del.C. ? 18-101, et. seq.) (the ?Act?) on August 9, 2005; and

B. The Member previously adopted that certain Operating Agreement of the Company effective as of July 28, 2005 (the ?Operating Agreement?); and

C. The Member desires to amend and restate the Operating Agreement of the Company to provide for the conduct of the Company?s business and affairs on and after the Effective Date.

NOW, THEREFORE, in consideration of the terms and provisions set forth herein, the benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby amends and restates the Operating Agreement of the Company in its entirety to read as follows:

ARTICLE I

DEFINITIONS

?Affiliate? means with respect to a specified Person, any other Person who or which is directly or indirectly controlling, controlled by or under common control with the specified Person. For purposes of this definition, ?control?, ?controlling?, and ?controlled? mean (i) the right to exercise, directly or indirectly, more than fifty percent of the voting power of the stockholders, members or owners, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

?Agreement? means this Amended and Restated Limited Liability Company Agreement, as originally executed and as amended or restated from time to time.

?Capital Contribution? means a contribution to the capital of the Company in cash, property, or otherwise.

?Certificate of Formation? means the Certificate of Formation of the Company as filed with the Secretary of State of Delaware, as amended from time to time.

?Code? means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

?Covered Person? means (a) the Member, (b) any manager, director or officer of the Company, (c) any Person acting on behalf of the Member to direct the activities of the Company, or (d) any Person who was, at the time of the act or omission in question, a Person described in clause (a), (b) or (c) hereof.

?Gaming? means to deal, operate, carry on, conduct, maintain or expose for play any game played with cards, dice, equipment or any mechanical, electromechanical or electronic device for money, property, checks, credit or any representative of value, including without limitation the conducting of Gaming activities on a riverboat in accordance with applicable Gaming Laws and Gaming Licenses.

?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 and control of Gaming or Gaming activities or operations in any jurisdiction.

?Gaming Laws? means those laws pursuant to which any Gaming Authority possesses regulation, licensing, permit, investigatory, or enforcement authority over Gaming or Gaming activities or operations within any jurisdiction.

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