Third Supplemental Indenture



 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. 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. 
  
 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. EFFECT OF 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 BANK OF NEW YORK TRUST COMPANY, N.A.
	as Trustee
		
	By:	 	 /s/ Michelle Larios-Escobedo

	 Name:
	 	Michelle Larios-Escobedo
	 Title:
	 	Assistant Treasurer


  

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