FIFTH SUPPLEMENTAL INDENTURE

Exhibit 4.23

FIFTH Supplemental Indenture (this “Supplemental Indenture”), dated as of January 28, 2011, among PNK (Ohio) III, LLC, an Ohio limited liability company (the “Guarantying Subsidiary”), a subsidiary of Pinnacle Entertainment, Inc. (or its permitted successor), 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 Bank of New York Trust Company, N.A., as trustee, or the Trustee, as applicable, an indenture (the “Original Indenture”), dated as of June 8, 2007 and as further amended by the First Supplemental Indenture, dated as of July 16, 2009, by the Second Supplemental Indenture dated as of February 5, 2010, by the Third Supplemental Indenture dated as of January 26, 2011, and by the Fourth Supplemental Indenture dated as of January 28, 2011 (together with the Original Indenture, the “Indenture”) providing for the issuance of 7½% Senior Subordinated Notes due 2015 (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”); 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, 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 11 thereof.

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 the 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]

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


ACE GAMING, LLC a New Jersey limited liability company

By:	PNK Development 13, LLC, a New Jersey limited liability company,
Its:	Sole Member

	By:	Biloxi Casino Corp., a Mississippi corporation
	Its:	Sole Member

		By:	/s/ Xxxxxxx X. Xxxx
			Name:	Xxxxxxx X. Xxxx
			Title:	Chief Financial Officer and Treasurer


AREH MLK LLC, a Delaware limited liability company

By:	Biloxi Casino Corp., a Mississippi corporation
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer and Treasurer


MITRE ASSOCIATES LLC, a Delaware limited liability company

By:	PNK Development 13, LLC, a New Jersey limited liability company,
Its:	Sole Member

	By:	Biloxi Casino Corp., a Mississippi corporation
	Its:	Sole Member

		By:	/s/ Xxxxxxx X. Xxxx
			Name:	Xxxxxxx X. Xxxx
			Title:	Chief Financial Officer and Treasurer


PSW PROPERTIES LLC, a Delaware limited liability company

By:	Biloxi Casino Corp., a Mississippi corporation
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer and Treasurer


PNK DEVELOPMENT 13, LLC, a New Jersey limited liability company

By:	Biloxi Casino Corp., a Mississippi corporation
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer and Treasurer


PINNACLE ENTERTAINMENT, INC., a Delaware corporation

BILOXI CASINO CORP., a Mississippi corporation

CASINO MAGIC CORP., a Minnesota corporation

CASINO ONE CORPORATION, a Mississippi corporation

PNK (BOSSIER CITY), INC., a Louisiana corporation

ST. LOUIS CASINO CORP., a Missouri corporation

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer and Treasurer


BELTERRA RESORT INDIANA, LLC, a Nevada limited liability company

By:	Pinnacle Entertainment, Inc.,
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


BOOMTOWN, LLC, a Delaware limited liability company

By:	Pinnacle Entertainment, Inc.,
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK (LAKE XXXXXXX), L.L.C., a Louisiana limited liability company

By:	Pinnacle Entertainment, Inc.,
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK (RENO), LLC, a Nevada limited liability company

By:	Pinnacle Entertainment, Inc.,
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


LOUISIANA-I GAMING, a Louisiana Partnership in Commendam

By:	Boomtown, LLC,
Its:	General Partner

	By:	Pinnacle Entertainment, Inc.,
	Its:	Sole Member

		By:	/s/ Xxxxxxx X. Xxxx
			Name:	Xxxxxxx X. Xxxx
			Title:	Chief Financial Officer


PNK (ES), LLC, a Delaware limited liability company

By:	Pinnacle Entertainment, Inc.,
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK (ST. LOUIS RE), LLC, a Delaware limited liability company

By:	Pinnacle Entertainment, Inc.,
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


AREP BOARDWALK PROPERTIES LLC, a Delaware limited liability company

By:	Biloxi Casino Corp.
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer and Treasurer


PNK DEVELOPMENT 7, LLC, a Delaware limited liability company

By:	Pinnacle Entertainment, Inc.,
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK DEVELOPMENT 8, LLC, a Delaware limited liability company

By:	Pinnacle Entertainment, Inc.,
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK DEVELOPMENT 9, LLC, a Delaware limited liability company

By:	Pinnacle Entertainment, Inc.,
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK (SCB), L.L.C., a Louisiana limited liability company

By:	PNK Development 7, LLC,
Its:	Sole Member

	By:	Pinnacle Entertainment, Inc.,
	Its:	Sole Member

		By:	/s/ Xxxxxxx X. Xxxx
			Name:	Xxxxxxx X. Xxxx
			Title:	Chief Financial Officer


PNK (BATON ROUGE) PARTNERSHIP, a Louisiana partnership

By:	PNK Development 8, LLC,
Its:	Managing Partner

	By:	Pinnacle Entertainment, Inc.,
	Its:	Sole Member

		By:	/s/ Xxxxxxx X. Xxxx
			Name:	Xxxxxxx X. Xxxx
			Title:	Xxxxx Xxxxxxxxx Xxxxxxx


XXX (XXXXX 1), LLC, a Delaware limited liability company

By:	Pinnacle Entertainment, Inc., a Delaware corporation
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK (CHILE 2), LLC, a Delaware limited liability company

By:	Pinnacle Entertainment, Inc., a Delaware corporation
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK (OHIO), LLC, a Ohio limited liability company

By:	Pinnacle Entertainment, Inc., a Delaware corporation
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK (OHIO) II, LLC, a Ohio limited liability company

By:	PNK (OHIO), LLC

	By:	Pinnacle Entertainment, Inc., a Delaware corporatioin
	Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK (OHIO) III, LLC, a Ohio limited liability company

By:	PNK (OHIO), LLC

	By:	Pinnacle Entertainment, Inc., a Delaware corporatioin
	Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK (RIVER CITY), LLC, a Missouri limited liability company

By:	Pinnacle Entertainment, Inc., a Delaware corporation
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PNK (STLH), LLC, a Delaware limited liability company

By:	Pinnacle Entertainment, Inc., a Delaware corporation
Its:	Sole Member

	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Chief Financial Officer


PRESIDENT RIVERBOAT CASINO-MISSOURI, INC., a Missouri corporation

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Chief Financial Officer and Treasurer


YANKTON INVESTMENTS, LLC, a Nevada limited liability company

By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Its:	Manager


XXXX HAUS, LLC, an Indiana limited liability company

By:	Belterra Resorts Indiana, LLC, a Nevada limited liability company
Its:	Sole Member

	By:	Pinnacle Entertainment, Inc., a Delaware corporation
	Its:	Sole Member

		By:	/s/ Xxxxxxx X. Xxxx
			Name:	Xxxxxxx X. Xxxx
			Title:	Chief Financial Officer


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

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Vice President

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FIFTH SUPPLEMENTAL INDENTURE

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