Second Supplemental Indenture



 Exhibit 4.23 
  
 SECOND SUPPLEMENTAL INDENTURE 
  
 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 19,
2005, among PNK (ES), LLC, a Delaware limited liability company and PNK (ST. LOUIS RE), LLC, a Delaware limited liability company, (each the “Guarantying Subsidiary” and collectively, the “Guarantying
Subsidiaries”), each a 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, 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 Subsidiaries shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guarantying Subsidiaries 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, each 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. Each 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, stockholder or agent of the Guarantying Subsidiaries, as such, shall have any liability for any obligations of the Company or any of the Guarantying Subsidiaries 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 Subsidiaries and the
Company. 
  
 [Signature pages follow] 
  

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

					
	 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



					
	
	PINNACLE ENTERTAINMENT, INC.
		
	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

	
	 HP/COMPTON, INC.,

	 a California corporation

	
	 PNK (BOSSIER CITY), INC.,

	 a Louisiana corporation

		
	 By:
	 	 /s/ Stephen H. Capp

	 Name:
	 	 Stephen H. Capp

	 Title:
	 	 Treasurer or Chief Financial Officer



  

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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

	
	 CRYSTAL PARK HOTEL AND CASINO

	 DEVELOPMENT COMPANY, LLC,

	 a California limited liability company

		
	 By:
	 	 HP/Compton, Inc.,

	 	 	 its Sole Member and Manager




					
			
	 	 	 By:
	 	 /s/ Stephen H. Capp




					
	 	 	 Name:
	 	 Stephen H. Capp

	 	 	 Title:
	 	 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



  

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	 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
	
	 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

	
	THE BANK OF NEW YORK TRUST COMPANY, N.A.
	 as Trustee

		
	 By:
	 	 /s/ Melonee Young




							
	 Name:
	 	 Melonee Young

	 Title:
	 	 Vice President



  

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