FIFTH SUPPLEMENTAL INDENTURE

Contract Categories: Business Finance - Indenture Agreements
EX-4.25 2 dex425.htm FIFTH SUPPLEMENTAL INDENTURE Fifth Supplemental Indenture

Exhibit 4.25

FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 29, 2007, among PNK (CHILE 1), LLC, a Delaware limited liability company, PNK (CHILE 2), LLC, a Delaware limited liability company, PNK (ST. LOUIS 4S), LLC, a Delaware limited liability company, YANKTON INVESTMENTS, LLC, a Nevada limited liability company, OGLE HAUS, LLC, an Indiana limited liability company, and ST. LOUIS CASINO CORP., a Missouri corporation (each the “Guarantying Subsidiary” and collectively, the “Guarantying Subsidiaries”), each either a direct or indirect subsidiary of Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Trust Company, N.A., a national banking corporation and a successor to The Bank of New York, 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 15, 2004, and as amended as of December 3, 2004, and as further amended as of October 19, 2005, and as further amended as of November 17, 2006, and as further amended as of January 30, 2007, providing for the issuance of 8 1/4% Senior Subordinated Notes due 2012 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guarantying Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantying Subsidiaries 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”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each 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. Each 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.

4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, member, partner, stockholder or agent of the Guarantying Subsidiaries, as such, shall have any liability for any obligations of the Company or any of the Guarantying Subsidiaries 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

 

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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.

5. 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.

6. 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.

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. 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 Subsidiaries and the Company.

[Signature pages follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written.

 

PNK (CHILE 1), LLC,
a Delaware limited liability company
By:   Pinnacle Entertainment, Inc.,
  a Delaware corporation,
Its:   sole member
  By:   /s/ Stephen H. Capp
    Stephen H. Capp
    Chief Financial Officer
PNK (CHILE 2), LLC,
a Delaware limited liability company
By:   Pinnacle Entertainment, Inc.,
  a Delaware corporation,
Its:   sole member
  By:    /s/ Stephen H. Capp
    Stephen H. Capp
    Chief Financial Officer

PNK (ST. LOUIS 4S), LLC,

a Delaware limited liability company

By:   Pinnacle Entertainment, Inc.,
  a Delaware corporation
Its:   sole member
  By:   /s/ Stephen H. Capp
    Stephen H. Capp
    Chief Financial Officer
YANKTON INVESTMENTS, LLC,
a Nevada limited liability company
By:   /s/ John A. Godfrey
Name:   John A. Godfrey
Title:   sole manager

 

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OGLE HAUS, LLC,
an Indiana limited liability company
By:   Belterra Resorts Indiana, LLC,
  a Nevada limited liability company
Its:   sole member
  By:   Pinnacle Entertainment, Inc.,
    a Delaware corporation,
  Its:   sole member
    By:   /s/ Stephen H. Capp
      Stephen H. Capp
      Chief Financial Officer
ST. LOUIS CASINO CORP.,
a Missouri corporation
By:   /s/ Stephen H. Capp
Name:   Stephen H. Capp
Title:   Chief Financial Officer
PINNACLE ENTERTAINMENT, INC.,
a Delaware corporation
By:   /s/ Stephen H. Capp
Name:   Stephen H. Capp
Title:   Chief Financial Officer
BILOXI CASINO CORP.,
a Mississippi corporation
CASINO MAGIC CORP.,
a Minnesota corporation
CASINO ONE CORPORATION,
a Mississippi corporation
PNK (BOSSIER CITY), INC.,
a Louisiana corporation
By:   /s/ Stephen H. Capp
Name:   Stephen H. Capp
Title:   Chief Financial Officer and/or Treasurer

 

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BELTERRA RESORT INDIANA, LLC,
a Nevada limited liability company
By:   Pinnacle Entertainment, Inc,
Its:   sole member
  By:   /s/ Stephen H. Capp
  Name:   Stephen H. Capp
  Title:   Chief Financial Officer
BOOMTOWN, LLC,
a Delaware limited liability company
By:   Pinnacle Entertainment, Inc,
Its:   sole member
  By:   /s/ Stephen H. Capp
  Name:   Stephen H. Capp
  Title:   Chief Financial Officer
PNK (LAKE CHARLES), L.L.C.,
a Louisiana limited liability company
By:   Pinnacle Entertainment, Inc.,
Its:   sole member and manager
  By:   /s/ Stephen H. Capp
  Name:   Stephen H. Capp
  Title:   Chief Financial Officer
PNK (RENO), LLC,
a Nevada limited liability company
By:   Pinnacle Entertainment, Inc,
Its:   sole member
  By:   /s/ Stephen H. Capp
  Name:   Stephen H. Capp
  Title:   Chief Financial Officer

 

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LOUISIANA-I GAMING,
a Louisiana Partnership in Commendam
By:   Boomtown, LLC,
Its:   partner
  By:   Pinnacle Entertainment, Inc.,
  Its:   sole member
    By:   /s/ Stephen H. Capp
    Name:   Stephen H. Capp
    Title:   Chief Financial Officer
By:   Pinnacle Entertainment, Inc.,
Its:   partner
  By:   /s/ Stephen H. Capp
  Name:   Stephen H. Capp
  Title:   Chief Financial Officer
PNK (ES), LLC,
a Delaware limited liability company
By:   Pinnacle Entertainment, Inc.
Its:   sole member
  By:   /s/ Stephen H. Capp
  Name:   Stephen H. Capp
  Title:   Chief Financial Officer
PNK (ST. LOUIS RE), LLC,
a Delaware limited liability company
By:   Pinnacle Entertainment, Inc.
Its:   sole member
  By:   /s/ Stephen H. Capp
  Name:   Stephen H. Capp
  Title:   Chief Financial Officer

 

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AREP BOARDWALK PROPERTIES LLC,

a Delaware limited liability company

By:   Biloxi Casino Corp.
its:   sole member
  By:   /s/ Stephen H. Capp
  Name:   Stephen H. Capp
  Title:   Chief Financial Officer and Treasurer
PNK DEVELOPMENT 7, LLC,
a Delaware limited liability company
By:   Pinnacle Entertainment, Inc.
Its:   sole member
  By:   /s/ Stephen H. Capp
  Name:   Stephen H. Capp
  Title:   Chief Financial Officer
PNK DEVELOPMENT 8, LLC,
a Delaware limited liability company
By:   Pinnacle Entertainment, Inc.
Its:   sole member
  By:   /s/ Stephen H. Capp
  Name:   Stephen H. Capp
  Title:   Chief Financial Officer
PNK DEVELOPMENT 9, LLC,
a Delaware limited liability company
By:   Pinnacle Entertainment, Inc.
Its:   sole member
  By:   /s/ Stephen H. Capp
  Name:   Stephen H. Capp
  Title:   Chief Financial Officer

 

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PNK (SCB), LLC,
a Louisiana limited liability company
By:   PNK Development 7, LLC,
  its sole member
  By:   Pinnacle Entertainment, Inc.
  Its:   sole member
    By:   /s/ Stephen H. Capp
    Name:   Stephen H. Capp
    Title:   Chief Financial Officer
PNK (BATON ROUGE) PARTNERSHIP,
a Louisiana partnership
By:   PNK Development 8, LLC,
Its:   partner
  By:   Pinnacle Entertainment, Inc.,
  Its:   sole member
    By:   /s/ Stephen H. Capp
    Name:   Stephen H. Capp
    Title:   Chief Financial Officer
By:   PNK Development 9, LLC,
Its:   partner
  By:   Pinnacle Entertainment, Inc.,
  Its:   sole member
    By:   /s/ Stephen H. Capp
    Name:   Stephen H. Capp
    Title:   Chief Financial Officer

 

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THE BANK OF NEW YORK TRUST COMPANY,

N.A., as Trustee

By:   /s/ Melonee Young
Name:   Melonee Young
Title:   Vice President

 

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