PINNACLE ENTERTAINMENT INC
AMEND. NO. 3 TO REDUCING REVOLVING LOAN AGRMNT.
<DOCUMENT>
<TYPE>EX-10.36
<SEQUENCE>7
<FILENAME>dex1036.txt
<DESCRIPTION>AMEND. NO. 3 TO REDUCING REVOLVING LOAN AGRMNT.
<TEXT>
<PAGE>

                                 Exhibit 10.36

                         AMENDMENT NO. 3 TO AMENDED AND
                   RESTATED REDUCING REVOLVING LOAN AGREEMENT


          This Amendment No. 3 to Amended and Restated Reducing Revolving Loan
Agreement (this "Amendment") is entered into with reference to the Amended
Reducing Revolving Loan Agreement dated as of October 14, 1998 among Pinnacle
Entertainment, Inc (acting under its former name, Hollywood Park, Inc. and
referred to herein as "Borrower"), the Banks party thereto, Societe Generale and
Bank of Scotland, as Managing Agents, First National Bank of Commerce, as Co-
Agent, and Bank of America, N.A. (under its former name, Bank of America
National Trust and Savings Association), as Administrative Agent (the "Loan
Agreement").  Capitalized terms used but not defined herein are used with the
meanings set forth for those terms in the Loan Agreement.

          Borrower and the Administrative Agent, acting with the consent of the
Requisite Banks pursuant to Section 11.2 of the Loan Agreement, agree as
follows:

     1.   Section 6.14(d). Section 6.14(d) of the Loan Agreement is amended to
          ---------------          -------
read in full as follows:

          "(d)  Capital Expenditures (excluding capitalized interest, pre-
                                      ---------
          opening expenses and funds disbursed pursuant to community development
          agreements) for the acquisition of land for and construction of the
          Indiana Project not in excess of $183,000,000; provided that Borrower
                                                         --------
          may not make any such Capital Expenditure which, when added to all
          such Capital Expenditures previously made for the acquisition of land
          for and construction of the Indiana Project, would exceed $25,000,000
          unless at least 20 Banking Days prior thereto, (i) Borrower furnishes
          ------
          to the Administrative Agent a detailed construction budget and
          timetable therefor, together with projected financial statements by
          Fiscal Quarter of Borrower and the Restricted Subsidiaries for the
          period extending one year beyond the scheduled completion date, (ii)
          Borrower engages Bank of America Construction Services Group (or a
          comparable firm reasonably acceptable to the Administrative Agent), at
          the expense of Borrower, to monitor construction of the Indiana
          Project and (iii) Borrower furnishes the Administrative Agent with a
          letter from Bank of America Construction Services Group (or such
          comparable firm) stating that it believes the construction budget and
          construction timetable are reasonable and feasible."

     2.   Representations and Warranties. Borrower represents and warrants that
          ------------------------------
(a), as of the date hereof and giving effect to this Amendment, no Default or
Event of Default exists, (c) Switzerland County Development Corp., formerly a
Subsidiary of Borrower, has been dissolved, and (c) Boomtown Hoosier, Inc., a
Nevada corporation which was formerly a Subsidiary of Borrower, has been merged
with and into Borrower, with Borrower the survivor.

     3.   Conditions Precedent. The effectiveness of this Amendment is
          --------------------
conditioned upon the receipt by the Administrative Agent of the following
documents, each properly executed by a Responsible Official of each party
thereto and dated as of the date hereof:

          a.  Counterparts of this Amendment executed by all parties hereto;

                                      -1-
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          b.  Written consent of the Requisite Banks as required under Section
              11.2 of the Loan Agreement in the form of Exhibit A to this
              Amendment; and

          c.  Written consent of the Subsidiary Guarantors in the form of
              Exhibit B to this Amendment.

     4.   Confirmation. In all respects, the terms of the Loan Agreement (as
          ------------
amended hereby) are hereby confirmed.

          IN WITNESS WHEREOF, Borrower and the Administrative Agent have
executed this Amendment as of September 15, 2000 by their duly authorized
representatives.

                              PINNACLE ENTERTAINMENT, INC.



                              By:  /s/ Bruce C. Hinckley
                                   ----------------------------------
                                   Bruce C. Hinckley
                                   Chief Financial Officer

                              BANK OF AMERICA, N.A., as Administrative Agent



                              By:  /s/ Janice Hammond
                                   ----------------------------------

                                   Vice President - Agency Specialist
                                   ----------------------------------
                                   [Printed Name and Title]

                                      -2-

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</DOCUMENT>
