**Exhibit 4.5**

 

**FOURTH SUPPLEMENTAL INDENTURE**

 

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 20,2004, among Coast Hotels and Casinos Indiana, LLC, an Indiana limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Coast Hotels and Casinos, Inc. (or its permitted successor), a Nevada corporation (the“Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, formerly known as Firstar Bank of Minnesota, 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 tothe Trustee an indenture, dated as of March 23, 1999 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 20, 2000, the Second Supplemental Indenture dated as of February 2, 2001 and theThird Supplemental Indenture dated as of March 19, 2002 (the Base Indenture, as so supplemented and as further amended, supplemented or otherwise modified from time to time, the “Indenture”) providing for the issuance of 9 1/2% Senior Subordinated Notes due 2009 (the “Notes*”*); 

 

WHEREAS, the Indenture provides that under certain circumstances theGuaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on theterms and conditions set forth herein (the “Note Guarantee*”*); 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 ishereby acknowledged, the Guaranteeing 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 meaningsassigned to them in the Indenture. 

 

2. AGREEMENTTO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows: 

 

(a) Along with all Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated anddelivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: 

 

(i) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption orotherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all inaccordance with the terms hereof and thereof; and 

 

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether atstated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b) The obligations hereunder shall be unconditional, irrespective of the validity,regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against theCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 

 

(c) The following is hereby waived: diligence presentment, demand of payment, filing of claims with a court in the event of insolvency orbankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever. 

 

(d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and theIndenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 

 

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any Custodian,Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in fullforce and effect. 

 

(f) The GuaranteeingSubsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 

 

(g) As between the Guarantors, on the one hand, and theHolders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or otherprohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due andpayable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. 

 

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does notimpair the rights of the Holders under the Guarantee. 

 

(i) Pursuant to Section 11.03 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after givingeffect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Note Guarantee shall belimited to the maximum amount permissible such that the obligations of such Guarantor under this Note Guarantee will not constitute a fraudulent transfer or conveyance. 

 

3. EXECUTIONAND DELIVERY. Each Guaranteeing Subsidiary agrees that the NoteGuarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 

4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE,ETC. ON CERTAIN TERMS. 

 

(a) The Guaranteeing Subsidiary may not consolidate with or merge with or into (whether or not such Guarantor is the surviving Person)another corporation, Person or entity whether or not affiliated with such Guarantor unless: 

 

(i) subject to Sections 11.05 and 11.06 of the Indenture, the Person formed by or surviving any such consolidation or merger (if otherthan such Guarantor) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Indenture and the Note Guarantee on the terms set forththerein or herein; and 

 

(ii) immediately aftergiving effect to such transaction, no Default or Event of Default exists. 

 

(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to theTrustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for theGuarantor with the same effect as if it had been named herein as a Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretoforeshall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued inaccordance with the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 

 

(c) Except as set forth in Articles 4 and 5 and Section 11.06 of Article 11 of the Indenture, and notwithstanding clauses (a) and (b)above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as anentirety or substantially as an entirety to the Company or another Guarantor. 

 

5. RELEASES. 

 

(a) In the event of (a) a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (b) a sale or other disposition of all of the capital stock of any Guarantor or(c) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all ofthe capital stock of such Guarantor or in the event of its designation as an Unrestricted Subsidiary) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor) will be released andrelieved of any obligations under its Note Guarantee; *provided* that the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.17of the Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture,including without limitation Section 4.17 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. 

 

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(b) Any Guarantor not released from its obligations under its Note Guarantee shall remainliable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in Article 11 of the Indenture. 

 

6. NO RECOURSE AGAINST OTHERS. No past, present or futuredirector, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indentureor 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 theconsideration 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 Commission that such a waiver is against public policy. 

 

7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALLGOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT 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. 

 

8. COUNTERPARTS. The parties may sign any number of copies ofthis Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

 

9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect theconstruction hereof. 

 

10. THETRUSTEE. 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 aremade solely by the Guaranteeing Subsidiary and the Company. 

 

[Signature Page Follows] 

 

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

 

Dated: February 20, 2004 

 

COAST HOTELS AND CASINOS, LLC

By:
 
COAST HOTELSAND CASINOS, INC.,

ITS SOLEMEMBER

By:
 
/s/ Gage Parrish

Name:
 
Gage Parrish

Title:
 
VP/CFO

COAST HOTELS AND RESORTS, INC.

By:
 
/s/ Gage Parrish

Name:
 
Gage Parrish

Title:
 
VP/CFO

COAST CASINOS, INC.

By:
 
/s/ Gage Parrish

Name:
 
Gage Parrish

Title:
 
VP/CFO

U.S. BANK NATIONAL ASSOCIATION

  as Trustee

By:
 
/s/ Frank Leslie
  
Authorized Signatory

 

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