Joinder Agreement

Contract Categories: Business Finance - Joinder Agreements
EX-10.5 11 d583119dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

Joinder Agreement

August 13, 2013

J.P. Morgan Securities LLC

Goldman, Sachs & Co.

Deutsche Bank Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith

                    Incorporated

Wells Fargo Securities, LLC

Credit Agricole Securities (USA) Inc.

Barclays Capital Inc. UBS Securities LLC

As Representatives of the several

    Initial Purchasers named in Schedule 1 of the Purchase Agreement

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Reference is hereby made to that purchase agreement (the “Purchase Agreement”) dated as of July 30, 2013 among PNK Finance Corp., a Delaware corporation (the “Issuer”) and wholly-owned unrestricted subsidiary of Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and the Initial Purchasers relating to the issuance and sale to the Initial Purchasers of $850,000,000 aggregate principal amount of the Issuer’s 6.375% Senior Notes due 2021 (the “Notes”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

1. Representations, Warranties and Agreements. Each of the undersigned hereby represents and warrants to and agrees that it has the requisite right, power and authority to execute, deliver and perform its obligations under this Joinder Agreement and to consummate the transactions contemplated hereby. This Joinder Agreement has been duly authorized, executed and delivered by each of the undersigned.

2. Joinder. Without limiting the generality of the foregoing, each of the undersigned agrees that it will be bound by all covenants, agreements, representations, warranties and acknowledgments attributable to the Company or the Guarantors, as applicable, under the Purchase Agreement, as if each of the undersigned was a party thereto as of the date of the Purchase Agreement.

3. Counterparts. This Joinder Agreement may be signed in one or more counterparts (which may be delivered in original form or facsimile or “pdf” file thereof), each of which shall constitute an original when so executed and all of which together shall constitute one and the same agreement.


4. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties thereto.

5. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

6. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS JOINDER AGREEMENT, THE TERMS AND CONDITIONS SET FORTH HEREIN AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered in New York, New York, by its proper and duly authorized officer as of the date set forth above.

 

PINNACLE ENTERTAINMENT, INC.
  By:  

/s/ Carlos A. Ruisanchez

  Name:   Carlos A. Ruisanchez
  Title:   President and Chief Financial Officer

PNK (SAZ), LLC, a Texas limited liability company;

PNK (SAM), LLC, a Texas limited liability company;

BELTERRA RESORT INDIANA, LLC, a Nevada limited liability company;

BOOMTOWN, LLC, a Delaware limited liability company;

PNK (ES), LLC, a Delaware limited liability company;

PNK (RENO), LLC, a Nevada limited liability company;

PNK (LAKE CHARLES), L.L.C., a Louisiana limited liability company;

PNK (STLH), LLC, a Delaware limited liability company;

PNK (ST. LOUIS RE), LLC, a Delaware limited liability company;

PNK DEVELOPMENT 7, LLC, a Delaware limited liability company;

PNK DEVELOPMENT 8, LLC, a Delaware limited liability company;

PNK DEVELOPMENT 9, LLC, a Delaware limited liability company;

PNK (OHIO), LLC, an Ohio limited liability company;

PNK (RIVER CITY), LLC, a Missouri limited liability company; and

CASINO MAGIC, LLC, a Minnesota limited liability company

  By:   Pinnacle Entertainment, Inc.
  Its:   Sole Member
    By:  

/s/ Carlos A. Ruisanchez

    Name:   Carlos A. Ruisanchez
    Title:   President and Chief Financial Officer

[Signature Page to Purchase Agreement Joinder Agreement]


PNK (OHIO) II, LLC, an Ohio limited liability company; and
PNK (OHIO) III, LLC, an Ohio limited liability company
  By:  

PNK (Ohio), LLC

  Its:   Sole Member
    By:  

Pinnacle Entertainment, Inc.

    Its:   Sole Member
        By:  

/s/ Carlos A. Ruisanchez

        Name:   Carlos A. Ruisanchez
        Title:   President and Chief Financial Officer

 

PRESIDENT RIVERBOAT CASINO-MISSOURI, INC., a

Missouri corporation

  By:  

/s/ Carlos A. Ruisanchez

  Name:   Carlos A. Ruisanchez
  Title:   Treasurer
PNK (BOSSIER CITY), INC., a Louisiana corporation
  By:  

/s/ Carlos A. Ruisanchez

  Name:   Carlos A. Ruisanchez
  Title:   Treasurer
CASINO ONE CORPORATION, a Mississippi corporation
  By:  

/s/ Carlos A. Ruisanchez

  Name:   Carlos A. Ruisanchez
  Title:   Treasurer


PNK (BILOXI), LLC, a Delaware limited liability company
  By:   Casino Magic, LLC
           Its:   Sole Member
    By:   Pinnacle Entertainment, Inc.
    Its:   Sole Member
        By:  

/s/ Carlos A. Ruisanchez

        Name:   Carlos A. Ruisanchez
        Title:   President and Chief Financial Officer
LOUISIANA – I GAMING, a Louisiana Partnership in Commendam
  By:   Boomtown, LLC
  Its:   General Partner
             By:   Pinnacle Entertainment, Inc.
    Its:   Sole Member
        By:  

/s/ Carlos A. Ruisanchez

        Name:   Carlos A. Ruisanchez
        Title:   President and Chief Financial Officer
OGLE HAUS, LLC, an Indiana limited liability company
  By:  

Belterra Resort Indiana, LLC

           Its:   Sole Member
    By:   Pinnacle Entertainment, Inc.
    Its:   Sole Member
        By:  

/s/ Carlos A. Ruisanchez

        Name:   Carlos A. Ruisanchez
        Title:   President and Chief Financial Officer
YANKTON INVESTMENTS, LLC, a Nevada limited liability company
                 By:  

/s/ Carlos A. Ruisanchez

        Name:   Carlos. A. Ruisanchez
        Title:   Sole Manager

[Signature Page to Purchase Agreement Joinder Agreement]


PNK (SCB), L.L.C., a Louisiana limited liability company
  By:   PNK Development 7, LLC
  Its:   Sole Member
    By:   Pinnacle Entertainment, Inc.
    Its:   Sole Member
        By:  

/s/ Carlos A. Ruisanchez

        Name:   Carlos A. Ruisanchez
        Title:   President and Chief Financial Officer

 

PNK (BATON ROUGE) PARTNERSHIP, a Louisiana partnership
    By:   PNK Development 8, LLC
    Its:   Managing Partner
      By:   Pinnacle Entertainment, Inc.
      Its:   Sole Member
          By:  

/s/ Carlos A. Ruisanchez

          Name:   Carlos A. Ruisanchez
          Title:   President and Chief Financial Officer

 

ACE GAMING, LLC, a New Jersey limited liability company; and
MITRE ASSOCIATES, LLC, a Delaware limited liability company
  By:   PNK Development 13, LLC
  Its:   Sole Member
    By:   PNK (BILOXI), LLC
    Its:   Sole Member
      By:   Casino Magic, LLC
      Its:   Sole Member
        By:   Pinnacle Entertainment, Inc.
        Its:   Sole Member
          By:  

/s/ Carlos A. Ruisanchez

          Name:   Carlos A. Ruisanchez
          Title:   President and Chief Financial Officer

[Signature Page to Purchase Agreement Joinder Agreement]


AREH MLK LLC, a Delaware limited liability company;

PSW PROPERTIES, LLC, a Delaware limited liability company;

AREP BOARDWALK PROPERTIES, LLC, a Delaware limited liability company; and

PNK DEVELOPMENT 13, LLC, a New Jersey limited liability company

  By:   PNK (Biloxi), LLC
  Its:   Sole Member
    By:   Casino Magic, LLC
    Its:   Sole Member
      By:   Pinnacle Entertainment, Inc.
      Its:   Sole Member
        By:  

/s/ Carlos A. Ruisanchez

        Name   : Carlos A. Ruisanchez
        Title:   President and Chief Financial Officer

[Signature Page to Purchase Agreement Joinder Agreement]


AMERISTAR CASINO BLACK HAWK, INC., a Colorado corporation;

AMERISTAR CASINO COUNCIL BLUFFS, INC., an Iowa corporation;

AMERISTAR CASINO ST. CHARLES, INC., a Missouri corporation;

AMERISTAR CASINO ST. LOUIS, INC., a Missouri corporation;

AMERISTAR CASINO KANSAS CITY, INC., a Missouri corporation;

AMERISTAR CASINO VICKSBURG, INC., a Mississippi corporation;

CACTUS PETE’S, INC., a Nevada corporation;

AMERISTAR CASINO LAS VEGAS, INC., a Nevada corporation; and

AMERISTAR CASINOS FINANCING CORP., a Nevada corporation

  By:  

/s/ Carlos A. Ruisanchez

  Name:   Carlos A. Ruisanchez
  Title:   President

AMERISTAR EAST CHICAGO HOLDINGS, LLC, an Indiana limited liability company;

AMERISTAR CASINO SPRINGFIELD, LLC, a Massachusetts limited liability company;

AMERISTAR LAKE CHARLES HOLDINGS, LLC, a Louisiana limited liability company; and

AMERISTAR CASINO EAST CHICAGO, LLC, an Indiana limited liability company

    By:  

/s/ Carlos A. Ruisanchez

    Name:   Carlos A. Ruisanchez
    Title:   Sole manager

AMERISTAR CASINO LAKE CHARLES, LLC, a Louisiana limited liability company

           By:   Ameristar Lake Charles Holdings, LLC, its sole member
    By:  

/s/ Carlos A. Ruisanchez

    Name:   Carlos A. Ruisanchez
    Title:   Sole manager