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Exhibit 4.3

Herbst
Gaming, Inc.

and

Cardivan
Company
Corral Coin, Inc.
Corral Country Coin, Inc.
E-T-T, Inc.
E-T-T Enterprises, LLC
Flamingo Paradise Gaming, LLC
Market Gaming, Inc.

Series A
and Series B
103/4% Senior Secured Notes due 2008

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SECOND
SUPPLEMENTAL INDENTURE
Dated as of January 23, 2003

To

INDENTURE
Dated as of August 24, 2001, as amended

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The
Bank of New York
as Trustee

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This SECOND SUPPLEMENTAL INDENTURE, dated as of January 23, 2003 (this "Second Supplemental Indenture"), to the Indenture (as defined below) is among Herbst Gaming, Inc., a
Nevada corporation (the "Company"), 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, LLC, a Nevada limited-liability company, Flamingo Paradise Gaming, LLC, a Nevada
limited-liability company, and Market Gaming, Inc., a Nevada corporation (collectively, the "Subsidiary Guarantors") and The Bank of New York, a New York banking corporation, as trustee (the
"Trustee").

RECITALS

A.    The
Company, the Subsidiary Guarantors and the Trustee are parties to that certain Indenture, dated as of August 24, 2001 (the "Original Indenture"), as amended by
the First Supplemental Indenture, dated as of August 23, 2002 (the "First Supplemental Indenture" and, together with the Original Indenture, the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee, with respect to the Company's 103/4% Senior Secured Notes due 2008 (the "Notes"). Terms not otherwise defined herein have the meanings assigned to them in
the Indenture.

B.    Section 9.02
of the Indenture authorizes the Company, the Subsidiary Guarantors and the Trustee to amend, supplement or waive the provisions of any of the
Collateral Documents relating to Section 4.12 (Liens) or Article 10 (Collateral and Security) of the Indenture with the consent of the Holders of at least 662/3% in
aggregate principal amount of the Notes then outstanding.

C.    In
accordance with Section 9.02 of the Indenture, the Company has obtained, and provided satisfactory evidence to the Trustee, of the written consent of the
Holders of at least 662/3% in aggregate principal amount of the Notes outstanding to certain amendments to the Indenture described herein.

D.    Section 9.01
of the Indenture allows the Company, the Subsidiary Guarantors and the Trustee to amend or supplement the Indenture to cure any ambiguity, defect or
inconsistency.

E.    All
other conditions precedent and requirements necessary to make this Second Supplemental Indenture when duly executed and delivered, a valid and binding agreement,
enforceable in accordance with its terms, have been performed and fulfilled.

F.    Each
of the Company and the Subsidiary Guarantors is authorized to enter into this Second Supplemental Indenture by resolutions of its board of directors or managing
members, as the case may
be, and simultaneously herewith 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, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Second Supplemental Indenture.

NOW,
THEREFORE, the parties hereto agree as follows:

1.Amendments to the Indenture.

1.1  The
Indenture is hereby amended by inserting a new Section 13.14 as follows:



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1.2  Section 4.09(viii) of
the Indenture is hereby amended by deleting it in its entirety and substituting the following



1.3  The
last paragraph of Section 9.02 of the Indenture is hereby amended by adding the following clause as clause (g) of such paragraph and relettering
clauses (g) and (h) as clauses (h) and (i):



2.Confirmations; Effectiveness. As amended by this Second 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 Second Supplemental Indenture shall become
operative only upon the execution of this Second Supplemental

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Indenture. This Second 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 Second Supplemental Indenture limits, qualifies or
conflicts with another provision included in this Second Supplemental Indenture or in the Indenture, which is required to be included in this Second 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 Second 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 Second Supplemental Indenture. The Trustee
shall not be responsible in any manner whatsoever for or in respect of the validity and sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of
which recitals are made solely by the Company and the Subsidiary Guarantors.

(Signature
Pages Follow)

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

| |  | HERBST GAMING, INC.,
a Nevada corporation                        
| |  | -----------------------------------------------------------------
| |  | By:                                                              
| |  |                                                                  
| |  |                                                                  
| |  | E-T-T, Inc.
a Nevada corporation                                 
| |  | By:                                                              
| |  |                                                                  
| |  |                                                                  
| |  | FLAMINGO PARADISE GAMING, LLC,
a Nevada limited-liability company
| |  | By:                                                              
| |  |                                                                  
| |  |                                                                  
| |  | MARKET GAMING, INC.,
a Nevada corporation                        
| |  | By:                                                              
| |  |                                                                  
| |  |                                                                  
| |  | E-T-T ENTERPRISES, LLC,
a Nevada limited-liability company       
| |  | By:                                                              
| |  |                                                                  
| |  |                                                                  
| |  | CARDIVAN COMPANY
a Nevada corporation                            
| |  | By:                                                              
| |  |                                                                  
| |  |                                                                  
| |  | CORRAL COIN, INC.,
a Nevada corporation                          
| |  | By:                                                              
| |  |                                                                  
| |  |                                                                  
| |  | CORRAL COUNTRY COIN, INC.,
a Nevada corporation                  
| |  | By:                                                              
| |  |                                                                  
| |  |                                                                  

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| |  | THE BANK OF NEW YORK,
as Trustee               
| |  | -----------------------------------------------
| |  | By:                                            
| |  |                                                
| |  |                                                
| |  | CORRAL COIN, INC.,
a Nevada corporation        
| |  | By:                                            
| |  |                                                
| |  |                                                
| |  | CORRAL COUNTRY COIN, INC.,
a Nevada corporation
| |  | By:                                            
| |  |                                                
| |  |                                                
| |  | THE BANK OF NEW YORK,
as Trustee               
| |  | By:                                            
| |  |                                                
| |  |                                                

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