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EXHIBIT 10.44
AMENDMENT
TO
UNSECURED INDEMNITY AGREEMENT
This Amendment to the Unsecured Indemnity Agreement (this "Amendment"),
dated as of March 5, 1999, is entered into by and between Coast West, Inc., a
Nevada corporation (the "Company"), and Firstar Bank of Minnesota, N.A., as
trustee for the benefit of the Note holders and successor in interest to
American Bank National Association (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company and the Trustee entered into that certain Unsecured
Indemnity Agreement dated as of January 30, 1996 (the "Agreement") in connection
with that certain Indenture dated as of January 30, 1996 (the "Indenture") by
and among the Coast Hotels and Casinos, Inc., a Nevada corporation ("Coast
Hotels and Casinos"), Coast Resorts, Inc., a Nevada corporation, as guarantor,
the Company, as guarantor, and the Trustee, pursuant to which Coast Hotels and
Casinos issued $175,000,000 aggregate principal amount of 13% First Mortgage
Notes due 2002 (the "Notes");
WHEREAS, pursuant to Section 9.02 of the Indenture, the Agreement may be
amended with the consent of holders representing not less than a majority in
aggregate principal amount of Notes outstanding (the "Requisite Consents");
WHEREAS, Coast Hotels and Casinos, pursuant to the terms of its Offer to
Purchase and Consent Solicitation Statement dated February 19, 1999, has offered
to purchase outstanding Notes and solicited consents to amend to the Indenture
and related security documents (the "Offer") and has received the Requisite
Consents; and
WHEREAS, the parties now desire to amend the Agreement as reflected
herein.
NOW, THEREFORE, BE IT RESOLVED, that in consideration of the premises
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. The Agreement is hereby amended by deleting therefrom the
following sections in their entirety:
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Section Caption
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2.5 Compliance Regarding Hazardous Substances
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2.6 Notices Regarding Hazardous Substances
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2.7 Remedial Work
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2.8 Site Visits, Observations and Testing
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Section Caption
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2.9 Costs and Expenses
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2. The Agreement is hereby amended by deleting therefrom subsection
3.1.2 of Section 3.1 ("Events of Default").
3. The Agreement is hereby amended by renumbering the following
subsection of Section 3.1 ("Events of Default") as follows:
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Existing Subsection Number New Subsection Number
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3.1.3 3.1.2
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4. This Amendment may be executed in one or more counterparts, all
of which will constitute one and the same instrument.
5. This Amendment shall not become operative until such date that
Coast Hotels and Casinos accepts tendered Notes for purchase pursuant to the
terms of the Offer. The date this Agreement becomes operative shall be dominated
herein as the "Operative Date."
6. Except as amended hereby, the Agreement shall continue in full
force and effect, and the Agreement and this Amendment shall be read together
from and after the Operative Date.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
COAST WEST, INC.
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
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Title: Chief Executive Officer
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FIRSTAR BANK OF MINNESOTA, N.A.
By: /s/ XXXXX X. XXXXXX III
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Name: Xxxxx X. Xxxxxx III
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Title: Vice President
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