Supplemental Indenture

Fifth Supplemental Indenture

 

Exhibit 4.23
FIFTH Supplemental Indenture (this “Supplemental Indenture”), dated as of January 28, 2011, among PNK (Ohio) III, LLC, an Ohio limited liability company (the “Guarantying Subsidiary”), 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 Bank of New York Trust Company, N.A., as trustee, or the Trustee, as applicable, an indenture (the “Original Indenture”), dated as of June 8, 2007 and as further amended by the First Supplemental Indenture, dated as of July 16, 2009, by the Second Supplemental Indenture dated as of February 5, 2010, by the Third Supplemental Indenture dated as of January 26, 2011, and by the Fourth Supplemental Indenture dated as of January 28, 2011 (together with the Original Indenture, the “Indenture”) providing for the i ssuance of 7½% Senior Subordinated Notes due 2015 (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”); 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, 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 the 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 SUPPLE MENTAL 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

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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, a ll of which recitals are made solely by the Guarantying Subsidiary 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.
 
 
ACE GAMING, LLC
a New Jersey limited liability company
 
 
 
 
 
By:
PNK Development 13, LLC,
a New Jersey limited liability company,
Its:
Sole Membe r
 
 
 
 
 
 
By:
Biloxi Casino Corp.,
a Mississippi corporation
 
Its:
Sole Member
 
 
 
 
 
 
 
By:
 
 
 
Name:
 
 
 
Title:
Chief Financial Officer and Treasurer
AREH MLK LLC,
a Delaware limited liability company
 
 
 
 
 
By:
Biloxi Casino Corp.,
a Mississippi corporation
Its:
Sole Member
 
 
 
 
 
 
By:
 
 
Name:
 
 
Title:
Chief Financial Officer and Treasurer
 
MITRE ASSOCIATES LLC,
a Delaware limited liability company
 
 
 
 
 
By:
PNK Development 13, LLC,
a New Jersey limited liability company,
Its:
Sole Member
 
 
 
 
 
 
By:
Biloxi Casino Corp.,
a Mississippi corporation
 
Its:
Sole Member
 
 
 
 
 
 
 
By:
 
 
 
Name:
 
 
 
Title:
Chief Financial Officer and Treasurer
 
 
 

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PSW PROPERTIES LLC,
a Delaware limited liability company
 
 
 
 
 
By:
Biloxi Casino Corp.,
a Mississippi corporation
Its:
Sole Member
 
 
 
 
 
 
By:
 
 
Name:
 
 
Title:
Chief Financial Officer and Treasurer
 
PNK DEVELOPM ENT 13, LLC,
a New Jersey limited liability company
 
 
 
 
 
By:
Biloxi Casino Corp.,
a Mississippi corporation
Its:
Sole Member
 
 
 
 
 
 
By:
 
 
Name:
 
 
Title:
Chief Financial Officer and Treasurer
 
a Delaware corporation
 
 
 
 
 
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
 
 
 
 
 
ST. LOUIS CASINO CORP.,
a Missouri corporation
 
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer and Treasurer
 
 
 
 
 

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BELTERRA RESORT INDIANA, LLC,
a Nevada limited liability company
 
 
 
 
 
By:
Its:
Sole Member
 
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer
 
BOOMTOWN, LLC,
a Delaware limited liability company
 
 
 
 
 
By:
Its:
Sole Member
 
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer
 
Its:
PNK (LAKE CHARLES), L.L.C.,
a Louisiana limited liability company
 
 
 
 
 
By:
Sole Member
 
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer
 
PNK (RENO), LLC,
a Nevada limited liability company
 
 
 
 
 
By:
Its:
Sole Member
 
 
 
 
 
 
By:
/s/ Stephen H. Ca pp
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer
 
 

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LOUISIANA-I GAMING,
a Louisiana Partnership in Commendam
 
 
 
 
 
By:
Boomtown, LLC,
Its:
General Partner
 
 
 
 
 
 
By:
 
Its:
Sole Member
 
 
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
 
 
Name:
Stephe n H. Capp
 
 
 
Title:
Chief Financial Officer
 
PNK (ES), LLC,
a Delaware limited liability company
 
 
 
 
 
By:
Its:
Sole Member
 
 
 
 
 
 
By:
/s/ Stephen H. Ca pp
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer
 
PNK (ST. LOUIS RE), LLC,
a Delaware limited liability company
 
 
 
 
 
By:
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:
Its:
Sole Member
 
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
  div>
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), L.L.C.,
a Louisiana limited liability company
 
 
 
 
 
By:
PNK Developme nt 7, LLC,
Its:
Sole Member
 
 
 
 
 
 
By:
Pinnacle Entertainment, Inc.,
 
Its:
Sol e Member
 
 
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
 
 
Name: div>
Stephen H. Capp
 
 
 
Title:
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/ Stephen H. Capp
 
 
 
Name:
Stephen H. Capp
 
 
 
Title:
Chief Financial Officer
 
 
 
 

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PNK (CHILE 1), LLC,
a Delaware limited liability company
 
 
 
 
 
By:
Pinnacle Entertainment, Inc.,
a Delaware corporation
Its:
Sole Member
 
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
 
Name:
Stephen H. Capp
 
 
Title:
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
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer
 
PNK (OHIO), LLC,
a Ohio limited liability company
 
 
 
 
 
By:
Pinnacle Entertainment, Inc.,
a Delaware corporation
Its:
Sole Member
 
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer
 
 
PNK (OHIO) II, LLC,
a Ohio limited liability company
 
 
 
 
 
By:
PNK (OHIO), LLC
 
 
 
By:
Pinnacle Entertainment, Inc.,
a Delaware corporatioin
 
Its:
Sole Member
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer

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PNK (OHIO) III, LLC,
a Ohio limited liability company
 
 
 
 
 
By:
PNK (OHIO), LLC
 
 
 
By:
Pinnacle Entertainment, Inc.,
a Delaware corporatioin
 
Its:
Sole Member
 
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer
 
PNK (RIVER CITY), LLC,
a Missouri limited liability company
 
 
 
 
 
By:
Pinnacle Entertainment, Inc.,
a Delaware corporation
Its:
Sole Member
 
 
 
 
&nbsp ;
 
By:
/s/ Stephen H. Capp
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer
 
PNK (STLH), LLC,
a Delaware limited liability company
 
 
 
 
 
By:
Pinnacle Entertainment, Inc.,
a Delaware corporation
Its:
Sole Member
 
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
 
Name:
Stephen H. Capp
 
 
Title:
Chief Financial Officer
 
PRESIDENT RIVERBOAT CASINO-MISSOURI, INC.,
a Missouri corporation
 
 
 
 
 
By:
/s/ Stephen H. Capp
 
Name:
Stephen H. Capp
 
Title:
Chief Financial Officer and Treasurer
 

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YANKTON INVESTMENTS, LLC,
a Nevada limited liability company
 
 
 
 
 
By:
/s/ John A. Godfrey
 
Name:
John A. Godfrey
 
Its:
Manager
 
OGLE HAUS, LLC,
an Indiana limited liability company
 
 
 
 
 
By:
Belterra Resor ts 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
 
 
  font>
Name:
Stephen H. Capp
 
 
 
Title:
Chief Financial Officer
 
    

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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
 
 
 
 
 
By:
/s/ Teresa Petta
 
Name:
Teresa Petta
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 

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