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EXHIBIT 10.39
AMENDMENT
TO
SECURITY AGREEMENT
This Amendment to the Security Agreement (this "Amendment"), dated as of
March 5, 1999, is entered into by and between Coast Hotels and Casinos, Inc., a
Nevada corporation (the "Company"), and Firstar Bank of Minnesota, N.A., as the
secured party and successor in interest to American Bank National Association
(the "Secured Party").
W I T N E S S E T H
WHEREAS, the Company and the Secured Party entered into that certain
Security Agreement dated as of January 30, 1996 (the "Agreement") in connection
with that certain Indenture dated as of January 30, 1996 (the "Indenture") by
and among the Company, Coast Resorts, Inc., a Nevada corporation, as guarantor,
Coast West, Inc., a Nevada corporation, as guarantor, and the Secured Party, as
trustee, pursuant to which the Company issued $175,000,000 aggregate principal
amount of 13% First Mortgage Notes due 2002 (the "Notes");
WHEREAS, pursuant to Section 9.02 of the Indenture, the Agreement may be
amended with the consent of holders representing not less than a majority in
aggregate principal amount of Notes outstanding (the "Requisite Consents");
WHEREAS, the Company, pursuant to the terms of its Offer to Purchase and
Consent Solicitation Statement dated February 19, 1999, has offered to purchase
outstanding Notes and solicited consents to amend the Indenture and related
security documents (the "Offer") and has received the Requisite Consents; and
WHEREAS, the parties now desire to amend the Agreement as reflected
herein.
NOW, THEREFORE, BE IT RESOLVED, that in consideration of the premises
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. The Agreement is hereby amended by deleting therefrom
subsections (a), (b), (c), (e), (f), (h), (i) and (k) from Section 5 captioned
"Covenants of Debtor."
2. The Agreement is hereby amended by renumbering the following
subsections of Section 5 ("Covenants of Debtor") as follows:
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Existing Subsection Number New Subsection Number
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5(d) 5(a)
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5(g) 5(b)
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Existing Subsection Number New Subsection Number
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5(j) 5(c)
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5(l) 5(d)
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5(m) 5(e)
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5(n) 5(f)
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5(o) 5(g)
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5(p) 5(h)
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5(q) 5(i)
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5(r) 5(j)
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5(s) 5(k)
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5(t) 5(l)
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3. This Amendment may be executed in one or more counterparts, all
of which will constitute one and the same instrument.
4. This Amendment shall not become operative until such date that
the Company accepts tendered Notes for purchase pursuant to the terms of the
Offer. The date this Agreement becomes operative shall be dominated herein as
the "Operative Date."
5. Except as amended hereby, the Agreement shall continue in full
force and effect, and the Agreement and this Amendment shall be read together
from and after the Operative Date.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
COAST HOTELS AND CASINOS, INC.
By: /s/ MICHAEL J. GAUGHAN
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NAME: Michael J. Gaughan
Title: Chief Executive Officer
FIRSTAR BANK OF MINNESOTA, N.A.
By: /s/ FRANK P. LESLIE III
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Name: Frank P. Leslie III
Title: Vice President
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