QuickLinks
 -- Click here to rapidly navigate through this document

 
 

EXHIBIT 4.1    
  


$170,000,000 


103/4%
Senior Secured Notes due 2008 


of


Herbst
Gaming, Inc.
 Company 


Cardivan, Company

Corral Coin, Inc.

Corral Country Coin, Inc.

E-T-T, Inc.

E-T-T Enterprises L.L.C.

Flamingo Paradise Gaming, LLC

Market Gaming, Inc.
 Guarantors




 
 
 
FIRST
SUPPLEMENTAL INDENTURE
 Dated as of August 23, 2002 


To


INDENTURE
 Dated as of August 24, 2002




The
Bank Of New York
 As Trustee







        This FIRST SUPPLEMENTAL INDENTURE, dated as of August 23, 2002 (this "Supplemental Indenture"), to the Indenture (as defined below) is by and between The Bank of New York, as
Trustee (the "Trustee"), and Herbst Gaming, Inc., a Nevada corporation (the "Company") and Cardivan Company, a Nevada corporation, Corral Coin, Inc., a Nevada corporation, Corral Country
Coin, Inc., a Nevada corporation, E-T-T, Inc., a Nevada corporation, E-T-T Enterprises L.L.C., a Nevada limited liability company,
Flamingo Paradise Gaming, LLC, a Nevada limited liability company, and Market Gaming, Inc., a Nevada corporation (collectively, the "Guarantors"). 


RECITALS  


        A.  The Company and the Guarantors are a party to that certain Indenture dated as of August 24, 2002 (the "Indenture"), pursuant to which the
Company's 103/4% Senior Secured Notes due 2008 (the "Notes") were originally issued. Terms not otherwise defined herein have the meaning assigned to them in the Indenture. 


        B.  Section 9.01(a)
of the Indenture authorizes the Trustee to enter into supplemental indentures to amend the Indenture or the Collateral Documents to cure an
ambiguity, defect or inconsistency without the consent of the Holders. 


        C.  The
Company discovered that certain Collateral Documents improperly included certain assets of the Company and Flamingo Paradise Gaming, LLC ("FPG") as Collateral even
though such assets were specifically excluded from Collateral in the Indenture. 



        D.  The
Trustee, the Company and the Guarantors desire to cure this inconsistency with the Indenture and clarify which assets of the Company and FPG are not subject to the
lien of the Indenture. 


        E.  The
Company and the Guarantors have authorized the execution and delivery of this Supplemental Indenture and the amendments to the Collateral Documents attached hereto
and incorporated herein by this reference as Schedules 1, 2 and 3 and the Trustee has received an Opinion of Counsel pursuant to Sections 9.06 and 13.04 of the Indenture and an Officers' Certificate
of the Company pursuant to Sections 9.06 and 13.04 of the Indenture, and therefore the Company and the Trustee are authorized to execute and deliver this Supplemental Indenture and the amendments to
the Collateral Documents attached hereto. 


        F.  All
other conditions precedent and requirements necessary to make this Supplemental Indenture when duly executed and delivered, a valid and binding agreement, enforceable
in accordance with its terms (subject to the provisions of this Supplemental Indenture becoming operative as provided in Section 2 below), have been performed and fulfilled. 


        NOW, THEREFORE, the parties hereto agree as follows: 


        1.    Amendments to Collateral Documents. 



        1.1  Deletions. 



        (a)  The
text contained in the following Section of the Security Agreement is hereby deleted in its entirety and replaced with "Intentionally omitted." 



Section 2.01
(i). 





        1.2  Amendments. 



        (a)  The
following Section of the Security Agreement is hereby amended as set forth below: 





        The
definition of FF&E Collateral or FF&E contained in Section 1.01 shall be
amended to read as follows: 


        FF&E Collateral or FF&E means all of Debtors' furniture, fixtures and equipment as
generally described on Part 1 of Schedule B attached hereto and more specifically described on Part 2 of 





 



 Schedule A attached hereto (as may be supplemented, amended or modified from time to time), whether now or hereafter deemed to be (i) a movable piece of personal
property, or (ii) affixed to the immovable (real) property such that it may be deemed a component part of the immovable (real) property, in each case, under applicable Nevada or federal law, or
otherwise, and, in each such case, together with all substitutions therefore, replacements thereof and additions thereto, and all proceeds of and from any and all of the foregoing,  excluding, however all items of furniture, fixtures and equipment from time to time located in or affixed to, or used in the Terrible's Hotel &
Casino in Las Vegas, Nevada. 


        The
following shall be added to the last paragraph of Section 2.01: 


        Notwithstanding
the foregoing provisions of this Section 2.01, such grant of the security interest shall not extend to, and the term "Collateral" shall not include any items of
furniture, fixture or equipment from time to time located in or affixed to, or used in the Terrible's Hotel & Casino, in Las Vegas, Nevada. 




        (b)  The
text contained in the following Section of the Deed of Trust, Assignment of Lease and Rents Security Agreement and Fixtures Filing ("Deed of Trust") is hereby
amended as set forth below. 





        The
last paragraph of Section 1.01 of the Deed of Trust is amended to read in its entirety as follows: 


        Notwithstanding
any of the foregoing, Trustor does not grant, bargain, sell, pledge, assign, hypothecate, convey, mortgage, transfer, warrant or set over into Trustee any of its rights,
title or interest in and to Trustor's furniture, fixture, and equipment from time to time located in or affixed to, or used in the
Terrible's Hotel & Casino located in Las Vegas, as of the date hereof and that such furniture, fixtures and equipment are excluded from the Property. 




        (c)  Annex
A to the Financing Statement of FPG shall be amended and replaced with the attachment attached hereto as Exhibit A. 


        (d)  Attached
hereto as Schedules 1, 2 and 3 are, respectively, the first amendments to the Security Agreement, Deed of Trust and Financing Statement of FPG. 





        2.    Confirmations; Effectiveness.    As amended by this Supplemental Indenture, the Indenture and the Notes are
ratified and confirmed in all respects and the Indenture as so amended shall be read, taken and construed as one and the same instrument. The provisions of this Supplemental Indenture shall become
operative only upon the execution of this Supplemental Indenture. This Supplemental Indenture may be executed in any number of counterparts, each of which counterparts together shall constitute but
one and the same instrument. 


        3.    Trust Indenture Act.    If and to the extent that any provision of this Supplemental Indenture limits, qualifies
or conflicts with another provision included in this Supplemental Indenture or in the Indenture, which is required to be included in this Supplemental Indenture or the Indenture by the Trust Indenture
Act of 1939, as amended (the "TIA"), such required provision of the TIA shall control. 



        4.    Governing Law.    This Supplemental Indenture shall be deemed governed by, and construed in accordance with, the
internal laws of the State of New York, but without giving effect to applicable principles of conflicts of law thereof to the extent that the application of the laws of another jurisdiction would be
required thereby. 


        5.    Rights of Trustee.    Without limiting any other protections or rights afforded the Trustee at Law, by contract
or otherwise, the Trustee will be entitled to the full benefits afforded by Sections 7.02 and 7.03 of the Indenture in connections with its execution and delivery of this Supplemental Indenture. The
Trustee shall not be responsible in any manner whatsoever for or in respect of the validity and sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of
which recitals are made solely by the Company. 


2





 

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



	 	 	HERBST GAMING, INC.,

a Nevada corporation
	

 	
 	

By:	

/s/  EDWARD HERBST      
 Name:  Edward Herbst

Title:    President
	 	 	 	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK,

as Trustee
	

 	
 	

By:	

/s/  STACEY B. POINDEXTER      
 Name:  Stacey B. Poindexter

Title:    Assistant Treasurer
	 	 	 	 
	 	 	 	 
	 	 	E-T-T, INC.

a Nevada corporation
	

 	
 	

By:	

/s/  EDWARD HERBST      
 Name:  Edward Herbst

Title:    President
	 	 	 	 
	 	 	 	 
	 	 	FLAMINGO PARADISE GAMING, LLC

a Nevada limited liability company
	

 	
 	

By:	

/s/  EDWARD HERBST      
 Name:  Edward Herbst

Title:    President
	 	 	 	 
	 	 	 	 
	 	 	MARKET GAMING, INC.

a Nevada corporation
	

 	
 	

By:	

/s/  EDWARD HERBST      
 Name:  Edward Herbst

Title:    President



3





 

	 	 	 	 
	 	 	 	 
	 	 	E-T-T ENTERPRISES, L.L.C.

a Nevada limited liability company
	

 	
 	

By:	

/s/  EDWARD HERBST      
 Name:  Edward Herbst

Title:    President
	 	 	 	 
	 	 	 	 
	 	 	CARDIVAN COMPANY

a Nevada corporation
	

 	
 	

By:	

/s/  EDWARD HERBST      
 Name:  Edward Herbst

Title:    President
	 	 	 	 
	 	 	 	 
	 	 	CORRAL COIN, INC.

a Nevada corporation
	

 	
 	

By:	

/s/  EDWARD HERBST      
 Name:  Edward Herbst

Title:    President
	 	 	 	 
	 	 	 	 
	 	 	CORRAL COUNTRY COIN, INC.

a Nevada corporation
	

 	
 	

By:	

/s/  EDWARD HERBST      
 Name:  Edward Herbst

Title:    President




4









QuickLinks



EXHIBIT 4.1


FIRST SUPPLEMENTAL INDENTURE