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**Exhibit 4.24**

** **

**DIAMOND JO WORTH, LLC**

**AND**

**DIAMOND JO WORTH CORP.**

**(as Issuers)**

**$40,000,00011% Senior Secured Notes due 2012**

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**SECONDSUPPLEMENTAL INDENTURE**

DATED DECEMBER 21, 2006

TO THE

**INDENTURE**

**DATED AS OF JULY 19, 2005**

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**U.S.BANK NATIONAL ASSOCIATION**

**(as Trustee)**

 

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SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTALINDENTURE, dated as of December 21, 2006 (the “Supplemental Indenture”),by and among Diamond Jo Worth, LLC (the “Company”, a Delaware limitedliability company, Diamond Jo Worth Corp. (“DJW Corp.”), a Delawarecorporation, and U.S. Bank National Association, as trustee (the “Trustee”).  Capitalized terms used but not otherwisedefined herein shall have the meanings ascribed to such terms in the Indenture(as defined below).

RECITALS

WHEREAS, the Company, DJWCorp. and the Trustee are parties to that certain Indenture, dated as of July19, 2005, (the “Original Indenture”), relating to the Company’s and DJWCorp.’s 11% Senior Secured Notes due 2012 (the “Notes”), as supplementedand amended by the First Supplemental Indenture, dated as of August 31, 2006(the “First Supplemental Indenture”, and together with the OriginalIndenture, the “Indenture”);

WHEREAS, Section 9.2 of theIndenture authorizes the Company, DJW Corp. and the Trustee, in accordance withthe terms thereof, to enter into this Supplemental Indenture with the consentof the Holders of at least a majority in principal amount of the outstandingNotes;

WHEREAS, the Company hasreceived consents from Holders of at least a majority in principal amount ofthe outstanding Notes as of December 15, 2006, the record date established bythe Company approving this Supplemental Indenture; and

WHEREAS, the Company hasrequested the Trustee and the Trustee has agreed to join in the execution ofthis Supplemental Indenture pursuant to Section 9.2 of the Indenture on theterms and subject to the conditions set forth below;

NOW, THEREFORE, inconsideration of the promises and mutual agreements herein contained, theCompany, DJW Corp. and the Trustee mutually covenant and agree for the equaland proportionate benefit of the Holders from time to time of the Notes asfollows:

ARTICLE I

INDENTURE

1.1           Integral Part. This Supplemental Indenture constitutes an integral part of theIndenture.

ARTICLE II

AMENDMENTS TO THE INDENTURE

2.1           Amendment to Section 1.1 Definitions.

(a)           The fourth paragraphof the definition of “Excess Cash Flow” is hereby deleted in its entirety andreplaced with the following:

“*minus* (iii) the amount of (x) all payments permitted underSection 4.9 of this Indenture, including, without limitation, payments underManagement Arrangements under clause (v) of Section 4.9(b), and made duringsuch period or any prior period by such Person and its Restricted Subsidiariesto the extent not already deducted in computing Consolidated Net Income orpreviously deducted pursuant to this paragraph in any prior period and (y) anyPermitted Investments made during such period by such Person and its RestrictedSubsidiaries to the extent 

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not already deducted in computing Consolidated Net Income, *provided* that, solely for the purpose of this calculation,the aggregate amount that may be deducted pursuant to this clause (iii) shallnot exceed $1.0 million in any six month period ending March 31 or September30, *provided, further* that if the amountactually deducted pursuant to this clause (iii) is less than $1.0 million inany six month period ending March 31 or September 30, then the differencebetween such amount and $1.0 million shall be applied to increase the amountthat may be deducted pursuant to this clause (iii) in any subsequent six monthperiod ending March 31 or September 30, and *provided, further*that, solely with respect to the six month period ending March 31, 2007,payments permitted under Section 4.9 of this Indenture shall be deductedpursuant to clause (x) of this paragraph only to the extent that such paymentsexceed $35.0 million.”

(b)           The definition of “ManagementArrangements” is hereby amended by deleting the words in clause (y) in theparentheses in the proviso of such definition and replacing them with thefollowing:

“(y)Parent or PGL solely to the extent such payments are made for the purpose of(i) satisfying payment obligations under employment arrangements approved bythe Managers of PGP entered into in the ordinary course of business with anyPerson other than an Excluded Person or (ii) paying directors’ or managers’fees to Managers of PGP who are not employees of PGP or its direct or indirectsubsidiaries)”

(c)           The definition of “PermittedTax Distributions” is hereby amended as follows:

(i)  The words “minus (iv) the aggregate Tax Loss BenefitAmount for the Company for such year or portion thereof” beginning in theeleventh line of the first paragraph of such definition are hereby deleted; and

(ii)  The words “or the aggregate Tax Loss Benefit Amountcarried forward to such taxable year” beginning in the sixth line of the thirdparagraph of such definition are hereby deleted.

(d)           The definition of “TaxLoss Benefit Amount” is hereby deleted in its entirety.

2.2           Amendment toSection 4.7 Limitation on Incurrence of Additional Indebtedness andDisqualified Equity Interests.

(a)           The followingprovision is hereby inserted as a new clause immediately following clause (xv)(which was added pursuant to the First Supplemental Indenture) in Section4.7(b):

“(xvi)  Indebtedness evidenced byAdditional Notes in an aggregate principal amount not to exceed $36.5 million(the proceeds of which, notwithstanding any other provision in this Indentureor the Cash Collateral and Disbursement Agreement to the contrary, shall beavailable to the Issuers and the Restricted Subsidiaries for general corporateor other purposes permitted by the terms of this Indenture and shall not, inwhole or in part, be subject to the Cash Collateral and Disbursement Agreementor required to be deposited in the Construction Disbursement Account or theInterest Reserve Account.”

(b)           Section 4.7(b)(xiv)is hereby amended to delete the reference to the amount “$2,500,000” and insertin its place the amount “$1,000,000”.

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(c)           Section 4.7(c) ishereby amended to delete the words “except that all incurrences under theNotes, the Subsidiary Guaranties and this Indenture shall be deemed to havebeen incurred pursuant to Section 4.7(b)(vi) above” at the end of suchparagraph.

2.3           Amendment to Section 4.9 Limitation on RestrictedPayments.  Section 4.9(b)(ix) ishereby amended to replace the reference to the amount “$1.0 million” with theamount “$36.0 million”.

2.4           Amendment to Section 4.13 Limitation on Asset Sales.  The reference to “(a)” and “(b)” in Section4.13(a)(ii) are hereby deleted and the text of clause (b) of Section4.13(a)(ii) of the Indenture is hereby deleted in its entirety.

ARTICLE III

MISCELLANEOUS

3.1           The Trustee. The recitals in this Supplemental Indenture shall be taken as thestatements of the Company and DJW Corp. and the Trustee assumes noresponsibility for their correctness. The Trustee makes no representations as to the validity or sufficiencyof this Supplemental Indenture.

3.2           Limited Effect. This Supplemental Indenture shall be deemed to be an amendment to theIndenture, and the Indenture, as amended hereby, is hereby ratified, approvedand confirmed in each and every respect. All references to the Indenture in theNotes or any other document, instrument, agreement or writing shall hereafterbe deemed to refer to the Indenture as amended hereby.

3.3           Counterparts; Facsimile Signatures.  This Supplemental Indenture may be executedby the parties hereto in separate counterparts, including by facsimile, each ofwhich when so executed and delivered shall be an original, but all suchcounterparts shall together constitute but one and the same instrument.

3.4           GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDINGSECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUTEXCLUDING TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER CONFLICTSOF LAWS PRINCIPLES AND CHOICE OF LAW RULES OF NEW YORK.

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IN WITNESS WHEREOF, theparties hereto have caused this Supplemental Indenture to be duly executed asof the date and year first written above.
|        | DIAMOND JO WORTH LLC                       |
|--------|--------------------------------------------|
|   | By:                                        | /s/ Natalie Schramm |
|   | Name: Natalie Schramm                 |
|   | Title:   Chief Financial Officer |
|   | DIAMOND JO WORTH CORP.                     |
|   | By:                                        | /s/ Natalie Schramm |
|   | Name: Natalie Schramm                 |
|   | Title:   Chief Financial Officer |
|   | U.S. BANK NATIONAL  ASSOCIATION            |
|   | By:                                        | /s/ Raymond Haverstock |
|   | Name: Raymond Haverstock              |
|   | Title:   Vice President          |

 

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