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Exhibit 4.5    
    


$217,000,000 


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.

Subsidiary Guarantors 









FOURTH
SUPPLEMENTAL INDENTURE

Dated as of May 24, 2004 


To



INDENTURE

Dated as of August 24, 2001, as amended 




The
Bank of New York

As Trustee 







 

        This
FOURTH SUPPLEMENTAL INDENTURE, dated as of May 24, 2004 (this "Fourth 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 "Subsidiary Guarantors"). 


 
 

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 as further amended by the Second Supplemental Indenture, dated as of January 23,
2003 (the "Second Supplemental Indenture"), and as further amended by the Third Supplemental Indenture, dated as of February 6, 2003 (the "Third Supplemental Indenture" and, together with the
Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the "Indenture"), among the Company, the Subsidiary Guarantors and the Trustee, pursuant to which the
Company's 103/4% Senior Secured Notes due 2008 (the "Notes") were issued. Terms not otherwise defined herein have the meaning assigned to them in the Indenture. 



        B.    Section 9.01
of the Indenture authorizes the Trustee to enter into supplemental indentures to amend or supplement the Indenture with the consent of at least a
majority in 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 50% in aggregate principal amount of the Notes then outstanding to certain amendments to the Indenture described herein. 


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


        E.    Each
of the Company and the Subsidiary Guarantors is authorized to enter into this Fourth 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 Fourth Supplemental Indenture. 


        NOW,
THEREFORE, the parties hereto agree as follows: 


        1.     Amendments to the Indenture.



        1.1   The
restrictive covenants and the events of default listed below shall be deleted from the Indenture and from the corresponding provisions of the Notes and shall be
replaced in each case with "Intentionally Omitted;": 



	—
	Section 4.05
"Taxes;"



	—
	Section 4.06
"Stay, Extension and Usury Laws;"



	—
	Section 4.07
"Restricted Payments;"



	—
	Section 4.08
"Dividend and Other Payment Restrictions Affecting Subsidiaries;" 




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	—
	Section 4.09
"Incurrence of Indebtedness and Issuance of Preferred Stock;"



	—
	Section 4.10
"Asset Sales;"



	—
	Section 4.11
"Transactions with Affiliates;"



	—
	Section 4.12
"Liens;"



	—
	Section 4.13
"Line of Business;"



	—
	Section 4.14
"Corporate Existence;"



	—
	Section 4.15
"Offer to Repurchase Upon Change of Control;"



	—
	Section 4.16
"Advances to Restricted Subsidiaries;"



	—
	Section 4.17
"Limitation on Sale and Leaseback Transactions;"



	—
	Section 4.18
"Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries;"



	—
	Section 4.19
"Events of Loss;"



	—
	Section 4.20
"Independent Directors;"



	—
	Section 4.21
"No Payments for Consent;"



	—
	Section 4.22
"Additional Note Guarantees;"



	—
	Section 4.23
"Designation of Restricted and Unrestricted Subsidiaries;"



	—
	Section 4.24
"Insurance;"



	—
	Section 4.25
"Additional Collateral; Acquisition of Assets or Property;"



	—
	Section 4.26
"Further Assurances;"



	—
	Section 4.27
"Limitation on Status as an Investment Company;" and



	—
	Subsections
(f), (g), (i) and (k) of Section 6.01 "Events of Default." 





        1.2   The
restrictive covenants listed below and the corresponding provisions of the Notes shall be amended as set forth below: 



	—
	Section 4.03
"Reports" shall be amended to read in its entirety as follows: "The Company, the Subsidiary Guarantors and their respective Subsidiaries shall comply
with the provisions of TIA §314(a)."



	—
	Section 4.04
"Compliance Certificate" shall be amended by deleting the text contained in clauses (b) and (c) and replacing such deleted text with
"Intentionally Omitted."



	—
	Section 5.01
"Merger, Consolidation, or Sale of Assets" shall be amended by deleting text contained in (i) clauses (d), (e) and (f) and replacing
such deleted text with "Intentionally Omitted," and (ii) the second paragraph of Section 5.01 and replacing such deleted text with "Intentionally Deleted".



	—
	Subsection
(d) of Section 8.04 "Conditions to Legal or Covenant Defeasance" shall be amended to read in its entirety: "no Default or Event of Default shall
have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurring of Indebtedness to be applied to such deposit)." 





        1.3   The
definitions from the Indenture that are used only in the foregoing provisions shall be deleted from the Indenture; and 



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        1.4   Cross-references
to provisions in the Indenture that have been deleted shall be deemed deleted. 




        2.     Confirmations; Effectiveness.    As amended by this Fourth 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 Fourth Supplemental Indenture shall
be effective as of the date first above written and shall become operative after such time as the consent payment (as provided in the Tender and Consent Solicitation Statement and any corresponding
supplements with respect to the Fourth Supplemental Indenture) has been made to each consenting holder. This Fourth 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 Fourth Supplemental Indenture limits,
qualifies or conflicts with another provision included in this Fourth Supplemental Indenture or in the Indenture, which is required to be included in this Fourth Supplemental Indenture or the
Indenture by the Trust Indenture Act of 1939, as amended (the "TIA"), such provision of the TIA shall control. 


        4.     Governing Law.    This Fourth 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 connection with its execution and delivery of this Fourth Supplemental Indenture.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity and sufficiency of this Fourth 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 Fourth Supplemental Indenture to be duly executed as of the date first written above. 



	 	HERBST GAMING, INC.,

a Nevada corporation
	

 	

By:	

/s/  EDWARD J. HERBST      

	 	 	Name:	Edward J. Herbst
	 	 	Title:	President
	

 	

E-T-T, INC.,

a Nevada corporation
	

 	

By:	

/s/  EDWARD J. HERBST      

	 	 	Name:	Edward J. Herbst
	 	 	Title:	President
	

 	

FLAMINGO PARADISE GAMING, LLC,

a Nevada limited-liability company
	

 	

By:	

/s/  EDWARD J. HERBST      

	 	 	Name:	Edward J. Herbst
	 	 	Title:	Managing Member
	

 	

MARKET GAMING, INC.,

a Nevada corporation
	

 	

By:	

/s/  EDWARD J. HERBST      

	 	 	Name:	Edward J. Herbst
	 	 	Title:	President
	

 	

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

a Nevada limited-liability company
	

 	

By:	

/s/  EDWARD J. HERBST      

	 	 	Name:	Edward J. Herbst
	 	 	Title:	Managing Member
	

 	

CARDIVAN COMPANY,

a Nevada corporation
	

 	

By:	

/s/  EDWARD J. HERBST      

	 	 	Name:	Edward J. Herbst
	 	 	Title:	President
	 	 	 	 





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CORRAL COIN, INC.,

a Nevada corporation
	

 	

By:	

/s/  EDWARD J. HERBST      

	 	 	Name:	Edward J. Herbst
	 	 	Title:	President
	

 	

CORRAL COUNTRY COIN, INC.,

a Nevada corporation
	

 	

By:	

/s/  EDWARD J. HERBST      

	 	 	Name:	Edward J. Herbst
	 	 	Title:	President
	

 	

THE BANK OF NEW YORK,

as Trustee
	

 	

By:	

/s/  DAVID A. OESER      

	 	 	Name:	David A. Oeser

	 	 	Title:	Authorized Signatory





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Exhibit 4.5


RECITALS