Exhibit 4.2





Exhibit 4.2




FIRST SUPPLEMENTAL INDENTURE




first Supplemental Indenture (this “Supplemental Indenture”), dated as of July 16,
2009, among President Riverboat Casino-Missouri, Inc., a Missouri corporation (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 Trustee an indenture (the
“Indenture”), dated as of June 8, 2007 providing for the issuance of 71/2% Senior Subordinated Notes
due 2012 (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.


 


1









 





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.



[Signature pages follow]




 


- 2 -









 







IN WITNESS WHEREOF, the parties hereto have caused this Seventh 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 Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Biloxi Casino Corp.,	 	 
	 	 	 	 	 	 	a Mississippi corporation	 	 
	 	 	 	 	Its:	 	Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	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:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	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:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer and Treasurer	 	 






 


- 3 -









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	PSW PROPERTIES LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Biloxi Casino Corp.,	 	 
	 	 	 	 	a Mississippi corporation	 	 
	 	 	Its:	 	Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	PNK DEVELOPMENT 13, LLC,	 	 
	 	 	a New Jersey limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Biloxi Casino Corp.,	 	 
	 	 	 	 	 	 	a Mississippi corporation	 	 
	 	 	 	 	Its:	 	Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Stephen H. Capp	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Stephen H. Capp	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	PINNACLE ENTERTAINMENT, INC.,	 	 
	 	 	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/or Treasurer	 	 





 


- 4 -









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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	 	 






 


- 5 -









 





	 	 	 	 	 	 	 	 	 
	 	 	LOUISIANA-I GAMING,
	 	 	a Louisiana Partnership in Commendam
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Boomtown, LLC,
	 	 	Its:	 	General 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





 


- 6 -









 





	 	 	 	 	 	 	 	 	 
	 	 	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






 


- 7 -









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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/ 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






 


- 8 -









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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 (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
	 	 






 


- 9 -









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	YANKTON INVESTMENTS, LLC,	 	 
	 	 	a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John A. Godfrey	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	John A. Godfrey	 	 
	 	 	 	 	Its:	 	Sole Manager	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Stephen H. Capp	 	 
	 

	 	 	 	 	 	 	 	Title:   Chief Financial Officer	 	 






 


- 10 -









 





	 	 	 	 	 
	 	The Bank of New York Mellon Trust Company,

N.A., as Trustee

 	 
	 	By:  	/s/ Teresa Petta
 	 
	 	 	Name:  	Teresa Petta 	 
	 	 	Title:  	Vice President 	 




 


- 11 -