**Exhibit 10.31**

 

**AMENDMENT NO. 1 TO AMENDED AND RESTATED**

**SECURITY AGREEMENT**

 

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT (this “Amendment”), dated as of November 13, 2003, is made by and between Coast Hotels and Casinos, Inc., a Nevada corporation(“Grantor”), and Bank of America, N.A., as Administrative Agent (the “Agent”) for itself and for the other Lenders, with reference to the Amended and Restated Security Agreement dated of September 26, 2003, made by the Grantor infavor of the Agent and the Lenders (the “Security Agreement”). 

 

**RECITALS**

 

1. Grantor and the Agent are partiesto that Amended and Restated Credit Agreement, dated as of September 26, 2003 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Grantor, the Lenders, Co-SyndicationAgent, Documentation Agent, Co-Agent, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer, and Banc of America Securities, LLC and Wells Fargo Bank, National Association, as Joint Lead Arrangers and Joint Book Managers,pursuant to which certain credit accommodations have been made available to the Grantor. 

 

2. Pursuant to the Security Agreement, Grantor granted a security interest in assets of Grantor to secure Grantor’s obligations under the Credit Agreement. 

 

3. Grantor has informed the Agent that it desires to enter into an Amendedand Restated Operating Agreement pursuant to which it will purchase 75% of the member interests of Orange County Development, LLC, an existing limited liability company organized under the laws of the state of Indiana (the “OC DevelopmentAcquisition”). Grantor desires to amend certain provisions of the Credit Agreement to provide for the OC Development Acquisition. 

 

4. It is a condition precedent to the Agent and the Required Lenders amending the Credit Agreement that Grantor execute this Amendment. 

 

**AGREEMENT**

 

**NOW, THEREFORE,** for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties heretohereby covenant and agree to be bound as follows: 

 

1.**Defined Terms.** Any and all initially capitalized terms set forth without definition in this Amendment (including, without limitation, in the recitals hereto) shall have the respective meanings ascribed thereto in the SecurityAgreement. 

 

2. **Definitions**. Section 1 of theSecurity Agreement is amended by amending subparts (b) and (g) of the definition of “Collateral” to read in its entirety as follows: 

 

(b) All present and future general intangibles, all contractual rights under the limited liability company agreements of Omaha Partners, LLC and OrangeCounty Development, LLC, all tax refunds of every kind and nature to which Grantor now or hereafter may become entitled, however arising, all other refunds, and all deposits, reserves, loans, royalties, cost savings, deferred payments, goodwill,choses in action, liquidated damages, rights to indemnification, trade secrets, computer programs, software, customer lists, trademarks, trade names, patents, licenses (except for gaming licenses and liquor licenses, which are not transferable),copyrights, technology, processes, proprietary information and insurance proceeds of which Grantor is a beneficiary; 

(g) All present and future stocks, bonds, debentures, securities, subscription rights, options, warrants,puts, calls, certificates, partnership interests, limited liability company interests, joint venture interests, investment property, Investments (including all Investments in Omaha Partners, LLC and Orange County Development, LLC) and/or brokerageaccounts and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments with respect thereto and all investments in Omaha Partners, LLC and Orange County Development, LLC; 

 

3. **Grantor’s Representations**. Section 4 of the SecurityAgreement is amended by amending subpart (l) thereof to read in its entirety as follows: 

 

(l) the ownership interests in Omaha Partners, LLC and Orange County Development, LLC will not be certificated and will not be subject to Article 8 of the Uniform Commercial Code as enacted in any jurisdiction

 

4. **Conditions Precedent**. The effectiveness ofthis Amendment is subject to Agent having received this Amendment, duly executed by Grantor. 

 

5. **Reaffirmation of Loan Documents; No Default; No Defenses; etc.** Grantor hereby reaffirms the Security Agreement and the Loan Documents and its obligations to Agent and Lenders thereunder. Grantorrepresents and warrants that there are no outstanding Events of Default under the Security Agreement or any Loan Document. Grantor acknowledges that Agent and Lenders have fully complied with their respective obligations under any Loan Document andthat Grantor has no defenses to the validity, enforceability or binding effect of any Loan Document. 

 

6. **Counterparts**. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each ofwhich when so executed and delivered shall be deemed an original and all of which when taken together, shall constitute but one and the same instrument. 

 

7. **Otherwise Not Affected**. In the event of any conflict or inconsistency between the Security Agreement and the provisions of thisAmendment, the provisions of this Amendment shall govern. Except to the extent set forth herein, the Security Agreement shall remain unaltered and in full force and effect. 

 

***[Signature Page Follows]***

 

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their respective duly authorizedofficers as of the date first above written. 

 

GRANTOR:

COAST HOTELS AND CASINOS, INC.

By:
 
/s/ Gage Parrish

Name:
 
Gage Parrish

Title:
 
VP/CFO

ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A.,

as Administrative Agent

By:
 
/s/ Janice Hammond

Name:
 
Janice Hammond

Title:
 
Vice President

 

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