THIRD SUPPLEMENTAL INDENTURE
This THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture") is
dated as of March 19, 2002 among Coast Hotels and Casinos, Inc., a Nevada
corporation (the "Company"), Coast Resorts, Inc., a Nevada corporation (the
"Guarantor") and U.S. Bank National Association (f/k/a Firstar Bank of
Minnesota, N.A.), as trustee (the "Trustee") under the Indenture (as hereinafter
defined).
RECITALS
A. The Company and the Guarantor have heretofore executed and delivered to
the Trustee (1) a certain Indenture dated as of March 23, 1999 (the
"Indenture"), providing for the issuance of the Company's 9-1/2% Senior
Subordinated Notes due April 1, 2009, (2) a First Supplemental Indenture dated
as of November 20, 2000 (the "First Supplemental Indenture"), and (3) a Second
Supplemental Indenture dated as of February 2, 2001 (the "Second Supplemental
Indenture"). All terms used in this Third Supplemental Indenture which are
defined in the Indenture, as modified by the First Supplemental Indenture and
Second Supplemental Indenture, shall have the same meanings as assigned to them
therein.
B. The Company and the Guarantor have authorized the issuance of (i) an
additional $100,000,000 of the Company's Series A 9-1/2% Senior Subordinated
Notes due April 1, 2009 (the "Additional Series A Notes") and (ii) an additional
$100,000,000 of the Company's Series B 9-1/2% Senior Subordinated Notes due
April 1, 2009 to be issued as Exchange Notes solely in exchange for Series A
Notes if and when an Exchange Offer is consummated (the "Additional Series B
Notes" or, together with the Additional Series A Notes, the "Second Additional
Notes").
C. Pursuant to Sections 9.01(b) and 9.01(g) of the Indenture, a
supplemental indenture may be entered into by the Company, the Guarantor and the
Trustee without the consent of any of the Holders of Notes to issue Additional
Notes.
D. The Company and the Guarantor desire to issue the Additional Series A
Notes in accordance with Section 2.02 and Article 4 of the Indenture and the
Additional Series B Notes in accordance with Sections 2.02 and 2.06(f) of the
Indenture, in each case in the form set forth herein.
E. All things necessary to make this Third Supplemental Indenture when
executed by the parties hereto a valid and binding amendment of and supplement
to the Indenture have been done and performed.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby mutually covenant and agree as
follows:
SECTION 1. Second Additional Notes.
(a) $100,000,000 aggregate principal amount of Additional Series A Notes
shall be issued hereunder on the date hereof. The Additional Series A Notes
shall constitute Additional Notes as that term is defined and used in the
Indenture.
(b) Upon the consummation of the Exchange Offer with respect to the
Additional Series A Notes, the Additional Series B Notes shall be issued
pursuant to Section 2.06(f) of the Indenture solely in exchange for Additional
Series A Notes to be cancelled. The Additional Series B Notes shall constitute
Additional Notes as that term is defined and used in the Indenture.
SECTION 2. Form of Note. Pursuant to Sections 9.01(b) and 9.01(g) of the
Indenture, the Form of Note set forth in Exhibit A to the Indenture is hereby
amended to read as is set forth in Exhibit A hereto.
SECTION 3. Severability. In case any provision in this Third Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
SECTION 4. No Third Party Beneficiaries. Nothing in this Third Supplemental
Indenture, express or implied, shall give to any Person other than the parties
hereto and their successors under the Indenture, the holders of the Senior
Indebtedness and the Holders of the Notes, any benefit or any legal or equitable
right, remedy or claim under the Indenture.
SECTION 5. Effect of Third Supplemental Indenture. This Third Supplemental
Indenture supplements the Indenture, as amended by the First Supplemental
Indenture and the Second Supplemental Indenture, and shall be a part and subject
to all the terms thereof. Except as supplemented hereby, the Indenture shall
continue in full force and effect.
SECTION 6. Governing Law. This Third Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 7. Counterparts. This Third Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed and their respective corporate seals, if any, to
be hereunto affixed and attested, all as of the day and year second above
written.
COAST HOTELS AND CASINOS, INC.
By: /s/
-----------------------------------
Name: Xxxx Xxxxxxx
Title: Vice-President and
Chief Financial Officer
COAST RESORTS, INC.
By: /s/
-----------------------------------
Name: Xxxx Xxxxxxx
Title: Vice-President and
Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION
By: /s/
---------------------------------
Name: Xxxxx Xxxxxx
Title: Trust Officer
