EX-101 INSTANCE DOCUMENT
Exhibit 10.5
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of July 19, 2012, among President Riverboat Casino-Missouri, Inc. (the Guarantying Subsidiary), a Missouri corporation and a subsidiary of Pinnacle Entertainment, Inc. (or its permitted successor), a Delaware corporation (the Company), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of March 19, 2012 providing for the issuance of 7.75% Senior Subordinated Notes due 2022 (the Notes);
WHEREAS, the Indenture provides that under certain circumstances the Guarantying Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantying Subsidiary shall unconditionally guarantee all of the Companys Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Guaranty);
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Guarantying Subsidiary and the Company have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantying Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTY. The Guarantying Subsidiary hereby agrees to provide an unconditional Guaranty on the terms and subject to the conditions set forth in the Guaranty and in the Indenture including but not limited to Article 11 thereof.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guarantying Subsidiary, as such, shall have any liability for any obligations of the Company or any Guarantying Subsidiary under the Notes, any Guaranties, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantying Subsidiary and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed all as of the date first above written.
Dated: July 19, 2012
President Riverboat Casino-Missouri, Inc. | ||||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Chief Financial Officer and Treasurer | |||||
PINNACLE ENTERTAINMENT, INC. | ||||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Executive Vice President and Chief Financial Officer | |||||
ACE GAMING, LLC | ||||||
By: | PNK Development 13, LLC | |||||
Its: | Sole Member | |||||
By: | Biloxi Casino Corp. | |||||
Its: | Sole Member | |||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Chief Financial Officer and Treasurer | |||||
AREH MLK LLC | ||||||
By: | Biloxi Casino Corp. | |||||
Its: | Sole Member | |||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Chief Financial Officer and Treasurer |
AREP BOARDWALK PROPERTIES LLC | ||||
By: | Biloxi Casino Corp. | |||
Its: | Sole Member | |||
By: | /s/ Carlos A. Ruisanchez | |||
Name: | Carlos A. Ruisanchez | |||
Title: | Chief Financial Officer and Treasurer | |||
BELTERRA RESORT INDIANA, LLC | ||||
By: | Pinnacle Entertainment, Inc. | |||
Its: | Sole Member | |||
By: | /s/ Carlos A. Ruisanchez | |||
Name: | Carlos A. Ruisanchez | |||
Title: | Executive Vice President and | |||
Chief Financial Officer | ||||
BILOXI CASINO CORP. | ||||
By: | /s/ Carlos A. Ruisanchez | |||
Name: | Carlos A. Ruisanchez | |||
Title: | Chief Financial Officer and Treasurer | |||
BOOMTOWN, LLC | ||||
By: | Pinnacle Entertainment, Inc. | |||
Its: | Sole Member | |||
By: | /s/ Carlos A. Ruisanchez | |||
Name: | Carlos A. Ruisanchez | |||
Title: | Executive Vice President and | |||
Chief Financial Officer | ||||
CASINO MAGIC CORP. | ||||
By: | /s/ Carlos A. Ruisanchez | |||
Name: | Carlos A. Ruisanchez | |||
Title: | Chief Financial Officer and Treasurer |
CASINO ONE CORPORATION | ||||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Treasurer | |||||
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: | Executive Vice President and | |||||
Chief Financial Officer | ||||||
MITRE ASSOCIATES LLC | ||||||
By: | PNK Development 13, LLC | |||||
Its: | Sole Member | |||||
By: | Biloxi Casino Corp. | |||||
Its: | Sole Member | |||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Chief Financial Officer and Treasurer | |||||
OGLE HAUS, LLC | ||||||
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: | Executive Vice President and | |||||
Chief Financial Officer |
PNK (BATON ROUGE) 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: | Executive Vice President and | |||||
Chief Financial Officer | ||||||
PNK (BOSSIER CITY), INC. | ||||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Treasurer | |||||
PNK DEVELOPMENT 7, LLC | ||||||
By: | Pinnacle Entertainment, Inc. | |||||
Its: | Sole Member | |||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer | ||||||
PNK DEVELOPMENT 8, LLC | ||||||
By: | Pinnacle Entertainment, Inc. | |||||
Its: | Sole Member | |||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer |
PNK DEVELOPMENT 9, LLC | ||||
By: | Pinnacle Entertainment, Inc. | |||
Its: | Sole Member | |||
By: | /s/ Carlos A. Ruisanchez | |||
Name: | Carlos A. Ruisanchez | |||
Title: | Executive Vice President and | |||
Chief Financial Officer | ||||
PNK DEVELOPMENT 13, LLC | ||||
By: | Biloxi Casino Corp. | |||
Its: | Sole Member | |||
By: | /s/ Carlos A. Ruisanchez | |||
Name: | Carlos A. Ruisanchez | |||
Title: | Chief Financial Officer and Treasurer | |||
PNK (ES), LLC | ||||
By: | Pinnacle Entertainment, Inc. | |||
Its: | Sole Member | |||
By: | /s/ Carlos A. Ruisanchez | |||
Name: | Carlos A. Ruisanchez | |||
Title: | Executive Vice President and | |||
Chief Financial Officer | ||||
PNK (LAKE CHARLES), L.L.C. | ||||
By: | Pinnacle Entertainment, Inc. | |||
Its: | Sole Member/Manager | |||
By: | /s/ Carlos A. Ruisanchez | |||
Name: | Carlos A. Ruisanchez | |||
Title: | Executive Vice President and | |||
Chief Financial Officer |
PNK (OHIO), LLC | ||||||
By: | Pinnacle Entertainment, Inc. | |||||
Its: | Sole Member | |||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer | ||||||
PNK (OHIO) II, LLC | ||||||
By: | PNK (OHIO) LLC | |||||
Its: | Sole Member | |||||
By: | Pinnacle Entertainment, Inc. | |||||
Its: | Sole Member | |||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer | ||||||
PNK (OHIO) III, LLC | ||||||
By: | PNK (OHIO) LLC | |||||
Its: | Sole Member | |||||
By: | Pinnacle Entertainment, Inc. | |||||
Its: | Sole Member | |||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer |
PNK (RENO), LLC | ||||||
By: | Pinnacle Entertainment, Inc. | |||||
Its: | Sole Member | |||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer | ||||||
PNK (RIVER CITY), LLC | ||||||
By: | Pinnacle Entertainment, Inc. | |||||
Its: | Sole Member | |||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer | ||||||
PNK (SCB), L.L.C. | ||||||
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: | Executive Vice President and | |||||
Chief Financial Officer | ||||||
PNK (ST. LOUIS RE), LLC | ||||||
By: | Pinnacle Entertainment, Inc. | |||||
Its: | Sole Member | |||||
By: | /s/ Carlos A. Ruisanchez | |||||
Name: | Carlos A. Ruisanchez | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer |
PNK (STLH), LLC | ||||
By: | Pinnacle Entertainment, Inc. | |||
Its: | Sole Member | |||
By: | /s/ Carlos A. Ruisanchez | |||
Name: | Carlos A. Ruisanchez | |||
Title: | Executive Vice President and | |||
Chief Financial Officer | ||||
PSW PROPERTIES LLC | ||||
By: | Biloxi Casino Corp. | |||
Its: | Sole Member | |||
By: | /s/ Carlos A. Ruisanchez | |||
Name: | Carlos A. Ruisanchez | |||
Title: | Chief Financial Officer and Treasurer | |||
YANKTON INVESTMENTS, LLC | ||||
By: | /s/ John A. Godfrey | |||
Name: | John A. Godfrey | |||
Title: | Manager |
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Teresa Petta | |
Name: | Teresa Petta | |
Title: | Vice President |