[475662.EX4_28]1                                     



 
 
 Exhibit 4.28

 FIFTH SUPPLEMENTAL INDENTURE 
 FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 1, 2012, among PNK (Biloxi), LLC (the
“Guarantying Subsidiary”), a Delaware limited liability company and 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 Mellon Trust Company, N.A., 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 “Original Indenture”), dated as of August 10, 2009 and as further amended by the First Supplemental Indenture, dated as of February 5, 2010, the Second Supplemental Indenture, dated as of
January 26, 2011, the Third Supplemental Indenture, dated as of January 28, 2011, and the Fourth Supplemental Indenture, dated as of January 28, 2011 (together with the Original Indenture, the “Indenture”), providing for the
issuance of 8.625% Senior Notes due 2017 (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”); 
 WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; 
 WHEREAS,
pursuant to Section 4.14 of the Indenture, the Company has determined that the preservation of Biloxi Casino Corp., a Restricted Subsidiary, is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material aspect to the Holders of the Notes; 
 WHEREAS,
pursuant to Section 5.01 of the Indenture, Biloxi Casino Corp. has been merged with PNK (Biloxi), LLC with PNK (Biloxi), LLC being the surviving entity; 
 WHEREAS, all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Guarantying Subsidiary and the Company have been done; and 

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 10 thereof. 

  
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[475662.EX4_28]2                                     



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

5. 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. 
 6. EFFECT OF
HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

7. 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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[475662.EX4_28]3                                     



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

Dated: August 1, 2012 
  

									
	PNK (BILOXI), LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	PINNACLE ENTERTAINMENT, INC.
		
	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and Chief
		 		 	Financial Officer
	
	ACE GAMING, LLC
		
	By:	 	PNK Development 13, LLC
	Its:	 	Sole Member
			
		 	By:	 	Biloxi Casino Corp.
		 	Its:	 	Sole Member
				
		 		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	Chief Financial Officer and
		 		 		 	Treasurer
	
	AREH MLK LLC
		
	By:	 	Biloxi Casino Corp.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Chief Financial Officer and Treasurer



  
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[475662.EX4_28]4                                     



 
 
 
					
	AREP BOARDWALK PROPERTIES LLC
		
	By:	 	Biloxi Casino Corp.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Chief Financial Officer and Treasurer
	
	BELTERRA RESORT INDIANA, LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	BOOMTOWN, LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name: Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	CASINO MAGIC, LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name: Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer



  
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[475662.EX4_28]5                                     



 
 
 
							
	CASINO ONE CORPORATION
		
	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name: Carlos A. Ruisanchez
		 	Title: Treasurer
	
	LOUISIANA – I GAMING, A LOUISIANA
	PARTNERSHIP IN COMMENDAM
		
	By:	 	Boomtown, LLC
	Its:	 	General Partner
			
		 	By:	 	Pinnacle Entertainment, Inc.
		 	Its:	 	Sole Member
				
		 		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	Executive Vice President and
		 		 		 	Chief Financial Officer
	
	MITRE ASSOCIATES LLC
		
	By:	 	PNK Development 13, LLC
	Its:	 	Sole Member
			
		 	By:	 	Biloxi Casino Corp.
		 	Its:	 	Sole Member
				
		 		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	Chief Financial Officer and
		 		 		 	Treasurer
	
	OGLE HAUS, LLC
		
	By:	 	Belterra Resort Indiana, LLC
	Its:	 	Sole Member
			
		 	By:	 	Pinnacle Entertainment, Inc.
		 	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer



  
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[475662.EX4_28]6                                     



 
 
 
									
	PNK (BATON ROUGE) Partnership
		
	By:	 	PNK Development 8, LLC
	Its:	 	Managing Partner
			
		 	By:	 	Pinnacle Entertainment, Inc.
		 	Its:	 	Sole Member
				
		 		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	Executive Vice President and
		 		 		 	Chief Financial Officer
	
	PNK (BOSSIER CITY), INC.
		
	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Treasurer
	
	PNK DEVELOPMENT 7, LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	PNK DEVELOPMENT 8, LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer



  
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[475662.EX4_28]7                                     



 
 
 
									
	PNK DEVELOPMENT 9, LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	PNK DEVELOPMENT 13, LLC
		
	 By:
	 	Biloxi Casino Corp.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Chief Financial Officer and Treasurer
	
	PNK (ES), LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and
Chief Financial Officer
	
	PNK (LAKE CHARLES), L.L.C.
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member/Manager
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and
Chief Financial Officer



  
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[475662.EX4_28]8                                     



 
 
 
									
	PNK (OHIO), LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and
Chief Financial Officer
	
	PNK (OHIO) II, LLC
		
	By:	 	PNK (OHIO) LLC
	Its:	 	Sole Member
			
		 	By:	 	Pinnacle Entertainment, Inc.
		 	Its:	 	Sole Member
				
		 		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Title:	 	Executive Vice President and
Chief Financial Officer
	
	PNK (OHIO) III, LLC
		
	By:	 	PNK (OHIO) LLC
	Its:	 	Sole Member
			
		 	By:	 	Pinnacle Entertainment, Inc.
		 	Its:	 	Sole Member
				
		 		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	Executive Vice President and
Chief Financial Officer



  
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[475662.EX4_28]9                                     



 
 
 
							
	PNK (RENO), LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	 Executive Vice President and
 Chief Financial Officer

	
	PNK (RIVER CITY), LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	 Executive Vice President and
 Chief Financial Officer

	
	PNK (SCB), L.L.C.
	By:	 	PNK Development 7, LLC
	Its:	 	Sole Member
		 	By:	 	Pinnacle Entertainment, Inc.
		 	Its:	 	Sole Member
				
		 		 	By:	 	 /s/ Carlos A. Ruisanchez

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	PNK (ST. LOUIS RE), LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	 Executive Vice President and
 Chief Financial Officer




  
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[475662.EX4_28]10                                     



 
 
 
					
	PNK (STLH), LLC
		
	By:	 	Pinnacle Entertainment, Inc.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name: Carlos A. Ruisanchez
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	President Riverboat Casino-Missouri, Inc.
		
	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name: Carlos A. Ruisanchez
		 	Title:	 	Chief Financial Officer and Treasurer
	
	PSW PROPERTIES LLC
		
	By:	 	Biloxi Casino Corp.
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Chief Financial Officer and Treasurer
	
	YANKTON INVESTMENTS, LLC
		
	By:	 	 /s/ John A. Godfrey

	Name:	 	John A. Godfrey
	Title:	 	Manager



  
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[475662.EX4_28]11                                     



 
 
 
			
	THE BANK OF NEW YORK MELLON TRUST
COMPANY,
N.A., as Trustee
		
	By:	 	 /s/ Julie H. Ramos

	Name:	 	Julie Hoffman-Ramos
	Title:	 	Vice President



  
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