8¼% Senior Subordinated Notes Due 2012 PINNACLE ENTERTAINMENT, INC. UNDERWRITING AGREEMENT November 18, 2004Underwriting Agreement • November 24th, 2004 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • New York
Pinnacle Entertainment, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $100,000,000 principal amount of the Company’s 8¼% Senior Subordinated Notes due 2012 (the “Notes”). The Notes will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the subsidiaries of the Company listed in Schedule II hereto that have signed this Agreement (each, a Guarantor and, collectively, the “Guarantors”). The Notes will be issued pursuant to an Indenture dated as of March 15, 2004 (the “Base Indenture”), as supplemented by a First Supplemental Indenture (the “First Supplemental Indenture”), to be dated as of the Closing Date (as hereinafter defined) among the Company, the Guarantors and The Bank of New York, as trustee. The Base Indenture, as supplemented by the First Supplemental I
