EX-101 INSTANCE DOCUMENT

EX-10.5 4 ex105.htm EXHIBIT 10.5 First Supplemental Indenture

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 Company’s 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