This excerpt taken from the PNK 8-K filed Dec 20, 2005.



THIS AMENDED AND RESTATED PREFERRED SHIP MORTGAGE (“Mortgage”) on the vessel Mary’s Prize No. 1028011, dated December     , 2005, is made by PNK (BOSSIER CITY), INC., a Louisiana corporation (“Owner”), in favor of LEHMAN COMMERCIAL PAPER INC., in its capacity as Administrative Agent (herein, “Mortgagee”) for the benefit of itself and the “Lenders” party to the Credit Agreement as defined below (such parties being referred to herein collectively and individually as “Lenders”). Any capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement (as defined below in Recital D).




A. Owner is the sole owner of the whole of the Vessel named (and as defined) herein and a subsidiary of Pinnacle Entertainment, Inc., a Delaware corporation (“Borrower”), and has agreed to give this Mortgage as security for the Secured Obligations described below.


B. The total amount of this Mortgage is $750,000,000 plus interest and performance of mortgage covenants and the discharge amount is the same as the total amount.


C. Borrower is a party to that certain Amended and Restated Credit Agreement, dated as of August 27, 2004 as amended by that certain First Amendment to the Amended and Restated Credit Agreement, dated as of October 11, 2005 (as amended, the “Existing Credit Agreement”), among the Borrower, the lenders party thereto (the “Existing Lenders”), and the Mortgagee, as administrative agent for such Existing Lenders, under which Borrower borrowed funds pursuant to a revolving credit facility and term loans as provided in the Existing Credit Agreement.


D. Pursuant to that certain Second Amended and Restated Credit Agreement, dated as of December 14, 2005, by and among Borrower, the Lenders and the Mortgagee as administrative agent for such Lenders (as the same may be further amended, restated, amended and restated, extended, renewed, supplemented or otherwise modified from time to time, the “Credit Agreement”), the Existing Credit Agreement is being amended and restated, among other things, to extend the term of the term loan facility and the revolving loan facility, to increase the aggregate principal amount of the credit facilities thereunder from $400,000,000 to $750,000,000, and to permit (subject to certain conditions and agreement of lenders to provide the same) an additional incremental facility of $250,000,000 (which would cause the total of the credit facilities to equal $1,000,000,000).


E. Owner is a party to that certain Preferred Ship Mortgage, dated as of December 17, 2003, as amended by that certain Amendment to the Preferred Ship Mortgage, dated as of August 27, 2004 (as amended, the “Existing Mortgage”), under which Owner agreed to grant a security interest in the Vessel to Mortgagee, as administrative agent for the Existing Lenders, for the ratable benefit of such Existing Lenders.


F. It is a condition precedent to the extension of credit facilities under the Credit Agreement that this Mortgage be executed to provide security for Owner’s “Guarantied Obligations” under that certain Second Amended and Restated Subsidiary Guaranty dated as of



December     , 2005 (the “Subsidiary Guaranty”), made by the Owner and other “Guarantors” (as defined therein) in favor of the Lenders (the “Secured Obligations”). Owner expects to realize direct and indirect benefits as the result of the availability of the aforementioned credit facilities to Borrower.




NOW, in consideration of the premises and for other good and valuable consideration, receipt of all of which is acknowledged, and to secure payment of the Secured Obligations and the performance of all covenants relating hereto and thereto, Owner mortgages and conveys unto Mortgagee, its successors and assigns, the whole of the Vessel named (and as defined) below and as further described in the most recent Certificate of Documentation issued and identified as follows:


Name of Vessel:

  Mary’s Prize                 

Official No.:




Gross Tons:




Net Tons:


Certificate issued by:

  National Vessel Documentation Center             

Date of Issuance:

  November 15, 2004                 


together with (i) all masts, boilers, cables, engines, machinery, bowsprits, sails, rigging, anchors, chains, tackle, apparel, furniture, fittings, tools, pumps, equipment, radar, sonar, navigational devices and supplies, and all fishing and other appurtenances and accessories and additions, improvements and replacements whether on board or removed, (ii) the foregoing Certificate of Documentation, which is included herein by reference, and (iii) all earnings, freight, sub-freights, charter hires and sub-charter hires, if any, all of which shall be included in the term “Vessel”;


TO HAVE AND TO HOLD all and singular the Vessel unto Mortgagee, its successors and assigns, forever, upon the terms herein set forth for the enforcement of the Secured Obligations, including, without limitation, to secure performance of, and compliance with all agreements, covenants, terms and conditions in, this Mortgage and the Subsidiary Guaranty;


PROVIDED, HOWEVER, this Mortgage shall cease, if Owner, or its successors or assigns (i) perform and observe all and singular the terms, covenants and agreements secured hereby and set forth herein, (ii) cease to be a Subsidiary as a result of a transaction permitted under the terms of the Credit Agreement, or (iii) secure a release of this Mortgage in accordance with Section 10.l5 of the Credit Agreement; otherwise this Mortgage is to remain in full force and effect.


Nothing in any agreement or other document evidencing the Secured Obligations or in any other agreement between the parties shall be deemed a waiver by Mortgagee of any of the benefits of Chapter 313 of Title 46, U.S. Code (“Chapter 313”) unless such waiver is contained in a written agreement specifically stating that it is the intention of the Mortgagee to waive such benefits.


Owner agrees to perform the Secured Obligations, with interest as provided by the terms thereof, and to perform and observe the further terms, covenants and agreements contained herein, and to hold the Vessel subject thereto.





Owner is organized and is and shall continue in good standing under the laws of the State of Louisiana and is authorized to do business and is in good standing in each other state where the nature of Owner’s activities (including, without limitation, operation of the Vessel) requires it to be so authorized and in good standing, except where failure to so qualify or be in good standing would not constitute a Material Adverse Effect.


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