475662.EX4_36]1 Exhibit 4.36 FIFTH SUPPLEMENTAL INDENTURE FIFTH 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...

[475662.EX4_36]1                                     

Exhibit 4.36

FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 29, 2013, among PNK (SAZ), LLC, a Texas limited liability company and PNK (XXX), 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 May 6, 2010 and as further amended by the First Supplemental Indenture, dated as of January 26, 2011, the Second Supplemental Indenture, dated as of January 28, 2011, the Third Supplemental Indenture, dated as of January 28, 2011 and the Fourth Supplemental Indenture, dated as of August 1, 2012, as so supplemented (together with the Original Indenture, the “Indenture”) providing for the issuance of 8.75% Senior Subordinated Notes due 2020 (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.

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[475662.EX4_36]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]

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[475662.EX4_36]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: January 29, 2013

PINNACLE ENTERTAINMENT, INC.
By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		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/ Xxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxxxx
				Title:		Chief Financial Officer and Treasurer
AREH MLK LLC
By:		PNK (BILOXI), LLC
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Chief Financial Officer and Treasurer
AREP BOARDWALK PROPERTIES LLC
By:		PNK (BILOXI), LLC
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Chief Financial Officer and Treasurer

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[475662.EX4_36]4                                     

BELTERRA RESORT INDIANA, LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
BOOMTOWN, LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
CASINO MAGIC, LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
CASINO ONE CORPORATION
By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Treasurer

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[475662.EX4_36]5                                     

LOUISIANA – I GAMING, A LOUISIANA
PARTNERSHIP IN COMMENDAM
By:		Boomtown, LLC
Its:		General Partner
		By:		Pinnacle Entertainment, Inc.
		Its:		Sole Member
				By:		/s/ Xxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxxxx
				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/ Xxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxxxx
				Title:		Chief Financial Officer and Treasurer
XXXX HAUS, LLC
By:		Belterra Resort Indiana, LLC
Its:		Sole Member
		By:		Pinnacle Entertainment, Inc.
		Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer

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[475662.EX4_36]6                                     

PNK (BATON ROUGE) Partnership
By:		PNK Development 8, LLC
Its:		Managing Partner
		By:		Pinnacle Entertainment, Inc.
		Its:		Sole Member
				By:		/s/ Xxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxxxx
				Title:		Executive Vice President and Chief Financial Officer
PNK (BILOXI), LLC
By:		/s/ Xxxxxx X. Xxxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxxx
Title:		Chief Financial Officer and Treasurer
PNK (BOSSIER CITY), INC.
By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Treasurer
PNK DEVELOPMENT 7, LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer

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[475662.EX4_36]7                                     

PNK DEVELOPMENT 8, LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
PNK DEVELOPMENT 9, LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
PNK DEVELOPMENT 13, LLC
By: PNK (BILOXI), LLC
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Chief Financial Officer and Treasurer
PNK (ES), LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer

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[475662.EX4_36]8                                     

PNK (LAKE XXXXXXX), L.L.C.
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member/Manager
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
PNK (OHIO), LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		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/ Xxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxxxx
				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/ Xxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxxxx
				Title:		Executive Vice President and Chief Financial Officer

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[475662.EX4_36]9                                     

PNK (RENO), LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
PNK (RIVER CITY), LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
PNK (SAZ), LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
PNK (XXX), LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer

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[475662.EX4_36]10                                     

PNK (SCB), L.L.C.
By:		PNK Development 7, LLC
Its:		Sole Member
		By:		Pinnacle Entertainment, Inc.
		Its:		Sole Member
				By:		/s/ Xxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxxxx
				Title:		Executive Vice President and Chief Financial Officer
PNK (ST. LOUIS RE), LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
PNK (STLH), LLC
By:		Pinnacle Entertainment, Inc.
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
President Riverboat Casino-Missouri, Inc.
By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Chief Financial Officer and Treasurer

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[475662.EX4_36]11                                     

PSW PROPERTIES LLC
By:		PNK (BILOXI), LLC
Its:		Sole Member
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Chief Financial Officer and Treasurer
YANKTON INVESTMENTS, LLC
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Manager

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[475662.EX4_36]12                                     

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Vice President

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