[475662.EX4_41]1                                     



 
 
 Exhibit 4.41

 THIRD SUPPLEMENTAL INDENTURE 
 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 29, 2013, among PNK (SAZ), LLC, a Texas limited
liability company and PNK (SAM), LLC, a Texas 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 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 March 19, 2012 and as further amended by the First
Supplemental Indenture, dated as of June 27, 2012 and as further amended by the Second Supplemental Indenture, dated as of August 1, 2012, as so supplemented (together with the Original Indenture, the “Indenture”) providing for
the issuance of 7.75% Senior Subordinated Notes due 2022 (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”); 
 WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and 

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of the
Guarantying Subsidiaries and the Company have been done. 
 NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the Guarantying Subsidiaries 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. 

3. 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 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. 




[475662.EX4_41]2                                     



 
 
 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 Subsidiaries and the Company. 

[Signature pages follow] 




[475662.EX4_41]3                                     



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

Dated: January 29, 2013 
  

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

		 		 	Name:	 	Carlos A. Ruisanchez
		 		 	Title:	 	Chief Financial Officer and Treasurer
	
	AREH MLK LLC
		
	By:	 	PNK (BILOXI), LLC
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Chief Financial Officer and Treasurer
	
	AREP BOARDWALK PROPERTIES LLC
		
	By:	 	PNK (BILOXI), LLC
	Its:	 	Sole Member
			
		 	By:	 	 /s/ Carlos A. Ruisanchez

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






[475662.EX4_41]4                                     



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

		 	Name:	 	Carlos A. Ruisanchez
		 	Title:	 	Treasurer






[475662.EX4_41]5                                     



 
 
 
							
	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:	 	PNK (BILOXI), LLC
		 	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

		 	Title:	 	Executive Vice President and
Chief Financial Officer


  




[475662.EX4_41]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 (BILOXI), LLC
		
	By:	 	 /s/ Carlos A. Ruisanchez

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






[475662.EX4_41]7                                     



 
 
 
					
	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
	
	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: PNK (BILOXI), LLC
	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






[475662.EX4_41]8                                     



 
 
 
							
	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
	
	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

		 		 	Name:	 	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






[475662.EX4_41]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 (SAZ), 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 (SAM), 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


  




[475662.EX4_41]10                                     



 
 
 
							
	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
	
	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






[475662.EX4_41]11                                     



 
 
 
					
	PSW PROPERTIES LLC
		
	By:	 	PNK (BILOXI), LLC
	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






[475662.EX4_41]12                                     



 
 
 
			
	THE BANK OF NEW YORK MELLON TRUST
COMPANY,
N.A., as Trustee
		
	By:	 	 /s/ Lawrence Dillard

	Name:	 	Lawrence Dillard
	Title:	 	Vice President