Pinnacle Entertainment (PNKZV) 8-K Pinnacle Entertainment Completes Acquisition of

Exhibit 4.1

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 13, 2013, among Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), the entities listed on Appendix A hereto (the “Guarantors”), each a subsidiary of the Company, 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, PNK Finance Corp., a former wholly-owned subsidiary of the Company formed as a Delaware corporation (“Escrow Issuer”), has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 5, 2013, providing for the issuance of 6.375% Senior Notes due 2021 (the “Notes”);

WHEREAS, the Notes were issued and sold in connection with the Acquisition;

WHEREAS, on the date hereof, the Company consummated the Acquisition and, following the consummation of the Acquisition, Escrow Issuer merged with and into the Company, with the Company as the surviving Person;

WHEREAS, pursuant to this Supplemental Indenture, the Company will expressly assume the due and punctual payment of the principal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the performance of every covenant of the Notes and the Indenture and the Registration Rights Agreement on the part of Escrow Issuer to be performed or observed, and the Guarantors shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture, all on the terms 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 Company, the Guarantors 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. ASSUMPTIONOF OBLIGATIONS. The Company hereby assumes the due and punctual payment of the principal of, and premium, if any, and interest and Additional Interest, if any, on all of the Notes and the performance of every covenant of the Notes and the Indenture and the Registration Rights Agreement on the part of Escrow Issuer to be performed and observed and hereby joins and becomes a party to and is hereby bound by all other applicable provisions of the Indenture and the Notes.

3. GUARANTY.Each of the Guarantors 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 10 thereof.

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

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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. EFFECTOF 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 Company and the Guarantors.

[Signature page follows.]

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

THE COMPANY:
PINNACLE ENTERTAINMENT, INC., a Delaware corporation
By:	/s/ Carlos A. Ruisanchez
Name:	Carlos A. Ruisanchez
Title:	President and Chief Financial Officer

THE TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Julie Hoffman-Ramos
Name:	Julie Hoffman-Ramos
Title:	Vice President

THE GUARANTORS:
PNK (SAZ), LLC, a Texas limited liability company;
PNK (SAM), LLC, a Texas limited liability company;
BELTERRA RESORT INDIANA, LLC, a Nevada limited liability company;
BOOMTOWN, LLC, a Delaware limited liability company;
PNK (ES), LLC, a Delaware limited liability company;
PNK (RENO), LLC, a Nevada limited liability company;
PNK (LAKE CHARLES), L.L.C., a Louisiana limited liability company;
PNK (STLH), LLC, a Delaware limited liability company;
PNK (ST. LOUIS RE), LLC, a Delaware limited liability company;
PNK DEVELOPMENT 7, LLC, a Delaware limited liability company;
PNK DEVELOPMENT 8, LLC, a Delaware limited liability company;
PNK DEVELOPMENT 9, LLC, a Delaware limited liability company;
PNK (OHIO), LLC, an Ohio limited liability company;
PNK (RIVER CITY), LLC, a Missouri limited liability company;
and
CASINO MAGIC, LLC, a Minnesota limited liability company
		By:	Pinnacle Entertainment, Inc.
		Its:	Sole Member
				By:	/s/ Carlos A. Ruisanchez
				Name:	Carlos A. Ruisanchez
				Title:	President and Chief Financial Officer
PNK (OHIO) II, LLC, an Ohio limited liability company; and
PNK (OHIO) III, LLC, an Ohio limited liability company
	By:	PNK (Ohio), LLC
	Its:	Sole Member
		By:	Pinnacle Entertainment, Inc.
		Its:	Sole Member
				By:	/s/ Carlos A. Ruisanchez
				Name:	Carlos A. Ruisanchez
				Title:	President and Chief Financial Officer

PRESIDENT RIVERBOAT CASINO-MISSOURI, INC., a Missouri corporation
	By:	/s/ Carlos A. Ruisanchez
	Name:	Carlos A. Ruisanchez
	Title:	Treasurer
PNK (BOSSIER CITY), INC., a Louisiana corporation
	By:	/s/ Carlos A. Ruisanchez
	Name:	Carlos A. Ruisanchez
	Title:	Treasurer
CASINO ONE CORPORATION, a Mississippi corporation
	By:	/s/ Carlos A. Ruisanchez
	Name:	Carlos A. Ruisanchez
	Title:	Treasurer
PNK (BILOXI), LLC, a Delaware limited liability company
	By:	Casino Magic, LLC
	Its:	Sole Member
		By:	Pinnacle Entertainment, Inc.
		Its:	Sole Member
			By:	/s/ Carlos A. Ruisanchez
			Name:	Carlos A. Ruisanchez
			Title:	President and Chief Financial Officer

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:	President and Chief Financial Officer
OGLE HAUS, LLC, an Indiana limited liability company
	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:	President and Chief Financial Officer
YANKTON INVESTMENTS, LLC, a Nevada limited liability company
		By:	/s/ Carlos A. Ruisanchez
		Name:	Carlos A. Ruisanchez
		Title:	Sole Manager
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/ Carlos A. Ruisanchez
			Name:	Carlos A. Ruisanchez
			Title:	President and 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/ Carlos A. Ruisanchez
				Name:	Carlos A. Ruisanchez
				Title:	President and Chief Financial Officer
ACE GAMING, LLC, a New Jersey limited liability company; and
MITRE ASSOCIATES, LLC, a Delaware limited liability company
	By:	PNK Development 13, LLC
	Its:	Sole Member
		By:	PNK (BILOXI), LLC
		Its:	Sole Member
			By:	Casino Magic, LLC
			Its:	Sole Member
				By:	Pinnacle Entertainment, Inc.
				Its:	Sole Member
					By:	/s/ Carlos A. Ruisanchez
					Name:	Carlos A. Ruisanchez
					Title:	President and Chief Financial Officer

AREH MLK LLC, a Delaware limited liability company;
PSW PROPERTIES, LLC, a Delaware limited liability company;
AREP BOARDWALK PROPERTIES, LLC, a Delaware limited liability company; and
PNK DEVELOPMENT 13, LLC, a New Jersey limited liability company
	By:	PNK (Biloxi), LLC
	Its:	Sole Member
		By:	Casino Magic, LLC
		Its:	Sole Member
			By:	Pinnacle Entertainment, Inc.
			Its:	Sole Member
				By:	/s/ Carlos A. Ruisanchez
				Name:	Carlos A. Ruisanchez
				Title:	President and Chief Financial Officer

AMERISTAR CASINO BLACK HAWK, INC., a Colorado corporation;
AMERISTAR CASINO COUNCIL BLUFFS, INC., an Iowa corporation;
AMERISTAR CASINO ST. CHARLES, INC., a Missouri corporation;
AMERISTAR CASINO ST. LOUIS, INC., a Missouri corporation;
AMERISTAR CASINO KANSAS CITY, INC., a Missouri corporation;
AMERISTAR CASINO VICKSBURG, INC., a Mississippi corporation;
CACTUS PETE’S, INC., a Nevada corporation;
AMERISTAR CASINO LAS VEGAS, INC., a Nevada corporation; and
AMERISTAR CASINOS FINANCING CORP., a Nevada corporation
By:	/s/ Carlos A. Ruisanchez
Name:	Carlos A. Ruisanchez
Title:	President
AMERISTAR EAST CHICAGO HOLDINGS, LLC, an Indiana limited liability company;
AMERISTAR CASINO SPRINGFIELD, LLC, a Massachusetts limited liability company;
AMERISTAR LAKE CHARLES HOLDINGS, LLC, a Louisiana limited liability company; and
AMERISTAR CASINO EAST CHICAGO, LLC, an Indiana limited liability company
	By:	/s/ Carlos A. Ruisanchez
	Name:	Carlos A. Ruisanchez
	Title:	Sole manager
AMERISTAR CASINO LAKE CHARLES, LLC, a Louisiana limited liability company
By:	Ameristar Lake Charles Holdings, LLC, its sole member
	By:	/s/ Carlos A. Ruisanchez
	Name:	Carlos A. Ruisanchez
	Title:	Sole manager

APPENDIX A

List of Guarantors

1. ACE Gaming, LLC, a New Jersey limited liability company

2. AREH MLK LLC, a Delaware limited liability company

3. AREP Boardwalk Properties LLC, a Delaware limited liability company

4. Belterra Resort Indiana, LLC, a Nevada limited liability company

5. Boomtown, LLC, a Delaware limited liability company

6. Casino Magic, LLC, a Minnesota limited liability company

7. Casino One Corporation, a Mississippi corporation

8. Louisiana-I Gaming, a Louisiana Partnership in Commendam

9. Mitre Associates LLC, a Delaware limited liability company

10. OGLE HAUS, LLC, an Indiana limited liability company

11. PNK (Baton Rouge) Partnership, a Louisiana partnership

12. PNK (BILOXI), LLC, a Delaware limited liability company

13. PNK (BOSSIER CITY), Inc., a Louisiana corporation

14. PNK Development 7, LLC, a Delaware limited liability company

15. PNK Development 8, LLC, a Delaware limited liability company

16. PNK Development 9, LLC, a Delaware limited liability company

17. PNK Development 13, LLC, a New Jersey limited liability company

18. PNK (ES), LLC, a Delaware limited liability company

19. PNK (LAKE CHARLES), L.L.C., a Louisiana limited liability company

20. PNK (Ohio), LLC, an Ohio limited liability company

21. PNK (Ohio) II, LLC, an Ohio limited liability company

22. PNK (Ohio) III, LLC, an Ohio limited liability company

23. PNK (Reno), LLC, a Nevada limited liability company

24. PNK (River City), LLC, a Missouri limited liability company

25. PNK (SAM), LLC, a Texas limited liability company

26. PNK (SAZ), LLC, a Texas limited liability company

27. PNK (SCB), L.L.C. , a Louisiana limited liability company

28. PNK (ST. LOUIS RE), LLC, a Delaware limited liability company

29. PNK (STLH), LLC, a Delaware limited liability company

30. President Riverboat Casino-Missouri, Inc., a Missouri corporation

31. PSW Properties LLC, a Delaware limited liability company

32. Yankton Investments, LLC, a Nevada limited liability company

33. Ameristar Casino Black Hawk, Inc., a Colorado corporation

34. Ameristar Casino Council Bluffs, Inc., an Iowa corporation

35. Ameristar Casino St. Charles, Inc., a Missouri corporation

36. Ameristar Casino St. Louis, Inc., a Missouri corporation

37. Ameristar Casino Kansas City, Inc., a Missouri corporation

38. Ameristar Casino Vicksburg, Inc., a Mississippi corporation

39. Cactus Pete’s, Inc., a Nevada corporation

40. Ameristar Casino Las Vegas, Inc., a Nevada corporation

41. Ameristar East Chicago Holdings, LLC, an Indiana limited liability company

42. Ameristar Casino East Chicago, LLC, an Indiana limited liability company

43. Ameristar Casino Springfield, LLC, a Massachusetts limited liability company

44. Ameristar Casinos Financing Corp., a Nevada corporation

45. Ameristar Casino Lake Charles, LLC, a Louisiana limited liability company

46. Ameristar Lake Charles Holdings, LLC, a Louisiana limited liability company