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 in favor of the Agent and
the Lenders (the “Security Agreement”).
RECITALS
1. Grantor and the Agent are parties
to 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-Syndication Agent, 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 Amended and 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 Development Acquisition”). 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 hereto
hereby 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
Security Agreement.
2. Definitions .
Section 1 of the Security Agreement is amended by
amendin
