Pinnacle Entertainment (PNKZV) 10-K 2006 FY Annual report

Exhibit 4.24

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 17, 2006, among AREP Boardwalk Properties, LLC, a Delaware limited liability company (the “Guarantying Subsidiary”), an indirect subsidiary of Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Trust Company, N.A., a national banking corporation and a successor to The Bank of New York, 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 March 15, 2004, and as amended as of December 3, 2004, and as further amended as of October 19, 2005, providing for the issuance of 8 ¹/4% 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. AGREEMENTTO 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.

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

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 Guarantying Subsidiary and the Company.

[Signature pages follow]

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

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:	Executive Vice President and Chief
	Financial Officer
PINNACLE ENTERTAINMENT, INC.,
a Delaware corporation
By:	/s/ Stephen H. Capp

Name:	Stephen H. Capp
Title:	Executive Vice President and Chief
	Financial Officer
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

By: /s/ Stephen H. Capp

Name:	Stephen H. Capp
Title:	Executive Vice President and Chief
Financial Officer or Treasurer

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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:	Executive Vice President and
	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:	Executive Vice President and
		Chief Financial Officer
PNK (LAKE CHARLES), L.L.C.,
a Louisiana limited liability company
By:	Pinnacle Entertainment, Inc.,
	its Sole Member and Manager

By:  /s/ Stephen H. Capp

	Name:	Stephen H. Capp
	Title:	Executive Vice President and
		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:	Executive Vice President and
	Chief Financial Officer

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LOUISIANA-I GAMING,
a Louisiana partnership in Commendam
By:	Boomtown, LLC,
	a Delaware limited liability company,
	its General Partner
	By:	Pinnacle Entertainment, Inc.
		its Sole Member

By:  /s/ Stephen H. Capp

	Name:	Stephen H. Capp
	Title:	Executive Vice President
	and Chief Financial Officer
PNK (ES), LLC
By: Pinnacle Entertainment, Inc.
Its: Sole Member

By:  /s/ Stephen H. Capp

	Name:	Stephen H. Capp
	Title:	Executive Vice President and
		Chief Financial Officer
PNK (ST. LOUIS RE), LLC
By: Pinnacle Entertainment, Inc.
Its: Sole Member

By:  /s/ Stephen H. Capp

Name:	Stephen H. Capp
Title:	Executive Vice President and
	Chief Financial Officer

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THE BANKOF NEW YORK TRUST COMPANY, N.A.
as Trustee
By:	/s/ Michelle Larios-Escobedo
Name:	Michelle Larios-Escobedo
Title:	Assistant Treasurer

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