First Supplemental Indenture



 Exhibit 4.1 
  
 FIRST SUPPLEMENTAL INDENTURE 
  
 FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of December 3, 2004, by and between Pinnacle Entertainment, Inc., a
Delaware corporation (the “Company”), its subsidiary guarantors signatory hereto (the “Guarantors”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”). Capitalized terms used in this
Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture. 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Company and the Trustee have heretofore executed and delivered the Indenture, dated as of March 15, 2004 (the “Indenture”),
providing for the issuance by the Company of its securities designated as its 8 1/4% Senior Subordinated Notes
due 2012 (the “Initial Notes”) in the initial aggregate principal amount of $200,000,000, subject to the right of the Company to issue additional notes of the same series; 
  
 WHEREAS, the Company desires to reopen such series and issue additional notes
of up to $100,000,000 in the aggregate principal amount which will constitute a further issuance of, and will be consolidated with, the Initial Notes so as to form a single series therewith, and will have the same CUSIP number and same terms as the
Initial Notes; 
  
 WHEREAS, Section 9.01 of the Indenture
authorizes the Company, the Guarantors and the Trustee to amend or supplement the Indenture and the Initial Notes to provide for the issuance of the additional notes in accordance with the limitations set forth in the Indenture without the consent
of the Holders; 
  
 WHEREAS, the Company has delivered to the
Trustee, pursuant to Section 9.06 and 13.04 of the Indenture, the documents certifying that the issuance of the additional notes and execution of the Supplemental Indenture are permitted by the terms of the Indenture; 
  
 WHEREAS, the Company has been authorized by a resolution of the Executive
Committee of its Board of Directors to execute and deliver this Supplemental Indenture and issue the Additional Notes; 
  
 WHEREAS, the Guarantors have authorized the execution and delivery of this Supplemental Indenture; and 
  
 WHEREAS, all other acts and proceedings required by law, by the Indenture and
by the certificate of incorporation and by-laws of the Company and by the organizational documents of the Guarantors to make this Supplemental Indenture, a valid and binding agreement for the purposes expressed herein, in accordance with its terms,
have been duly done and performed; 
  
 NOW THEREFORE, pursuant to
the terms of the Indenture, the series of Initial Notes established by the Indenture is hereby reopened and is hereby authorized for issuance, authentication and delivery $100,000,000 aggregate principal amount of additional notes of the same series
as the Initial Notes issued initially under the Indenture (the “Additional 







 Notes”), and in consideration of the premises and the purchase and acceptance of the Additional Notes by the Holders
thereof, the Company and the Guarantors mutually covenant and agree with the Trustee, for the equal and proportional benefit of all Holders of the Initial Notes, that the Indenture is hereby supplemented and amended, to the extent and for the
purposes expressed herein, as follows: 
  
 ARTICLE ONE 

 
 Section 1.01. Amendments. 
  
 a. The series of Initial Notes established by the Indenture is hereby
reopened for the issuance of Additional Notes in an aggregate principal amount of $100,000,000, which shall constitute a further issuance of, and will be consolidated with, the Initial Notes so as to form a single series with the Initial Notes, with
the same CUSIP number as the Initial Notes, and shall have the same terms as the Initial Notes, except that the Additional Notes will be issued on December 3, 2004, and interest on the Additional Notes shall accrue from September 15, 2004.

  
 b. The Additional Notes shall be subject to, and be entitled
to the benefits of the Indenture, as amended hereby, except that the date of issuance of, and the date from which interest will begin to accrue on, the Additional Notes shall be as set forth in this Supplemental Indenture. 
  
 ARTICLE TWO 
  
 Section 2.01. Effectiveness. 
  
 This Supplemental Indenture shall be effective for all purposes as of the date and time this Supplemental Indenture has been executed and delivered by the
Company, the Guarantors and the Trustee in accordance with the Article 9.01 of the Indenture. Except as expressly provided herein, all of the terms, provisions and conditions of the Indenture and the Notes outstanding thereunder shall remain in full
force and effect. 
  
 ARTICLE THREE 
  
 Section 3.01. Construction of Supplemental Indenture. 
  
 This Supplemental Indenture is executed as and shall constitute an indenture
supplemental to the Indenture and shall be construed in connection with and as part of the Indenture. To the extent that any term of this Supplemental Indenture or the Additional Notes are inconsistent with the terms of the Indenture, the terms of
this Supplemental Indenture or the Additional Notes shall govern and supersede such inconsistent terms. This Supplemental Indenture shall be governed by and construed in accordance with the internal law of the State of New York. 
  
 Section 3.02. Trust Indenture Act Controls. 
  
 If any provision of this Supplemental Indenture limits, qualifies or
conflicts with any 
  

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 provision that is required to be included by the Trust Indenture Act of 1939, as amended, as in force at the date this
Supplemental Indenture is executed, the provision required by said Trust Indenture Act shall control. 
  
 Section 3.03. Trustee Disclaimer. 
  
 The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. 
  
 Section 3.04. Counterparts. 
  
 This Supplemental Indenture may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and
delivered shall be deemed to be any original and all of which, when taken together, shall constitute one and the same instrument. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first
above written. 
  
 Dated as of December 3, 2004 
  

			
	 COMPANY:

	
	PINNACLE ENTERTAINMENT, INC.,
	a Delaware corporation
		
	 By:
	 	 /s/ Stephen H. Capp


	 Name:
	 	 Stephen H. Capp

	 Its:
	 	 Executive Vice President and

	 	 	 Chief Financial Officer

	
	 GUARANTORS:

	
	 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
	Dated as of December 3, 2004	 	 	 	 	 	 	 	 
	 	 	TRUSTEE:
		
	 	 	The Bank of New York,
	 	 	a New York banking corporation
			
	 	 	By:	 	 /s/ Stacey B. Poindexter


	 	 	Name:	 	Stacey B. Poindexter
	 	 	Its:	 	Assistant Vice President

  

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