Guaranty For Bridge Loan

GUARANTY

This GUARANTY (" Guaranty" ), dated as of March 28, 2003, is made by Coast Casinos, Inc., a Nevada corporation (" Guarantor" ), in favor of Bank of America, N.A. (the " Bank" ), with reference to the following facts:

RECITALS

A. Pursuant to the Bridge Loan Agreement dated as of March 28, 2003 by and among Coast Hotels and Casinos, Inc., a Nevada corporation (the " Borrower" ), Bank of America, N.A. (the " Bank" ) (as such agreement may from time to time be extended, modified, renewed, restated, supplemented or amended, the " Loan Agreement" ), the Bank is making a credit facility available to Borrower.

B. As a condition to the availability of that credit facility, Guarantor is required to enter into this Guaranty and to guaranty the Guarantied Obligations as hereinafter provided.

C. Guarantor expects to realize direct and indirect benefits as the result of the availability of the aforementioned credit facility to Borrower.

AGREEMENT

NOW, THEREFORE, in order to induce the Bank to extend the aforementioned credit facility, and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, Guarantor hereby represents, warrants, covenants, agrees and guaranties as follows:

1. Definitions . This Guaranty is [one of the Guaranties] referred to in the Loan Agreement. Terms defined in the Loan Agreement and not otherwise defined in this Guaranty shall have the meanings given those terms in the Loan Agreement when used herein and such definitions are incorporated herein as though set forth in full. In addition, as used herein, the following terms shall have the meanings respectively set forth after each:
" Bank" means Bank of America, N.A
" Guarantied Obligations" means all Obligations of Borrower or any other Obligor at any time and from time to time owed to the Bank under the Loan Agreement or one or more of the Loan Documents (but not including Obligations owed to the Bank under this Guaranty), whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including obligations of performance as well as obligations of payment, and including interest that accrues after the commencement of any bankruptcy or insolvency proceeding by or against Guarantor, any other Obligor or any other Person.
" Guarantor" means Coast Casinos, Inc., a Nevada corporation.
" Guaranty" means this Guaranty, and any extensions, modifications, renewals, restatements, reaffirmations, supplements or amendments hereof.
" Loan Documents" has the meaning specified in the definition of " Obligations."
" Obligor" means Borrower, Guarantor, and each other future guarantor of the Obligations.
" Obligations" means all present and future obligations of every kind or nature of Borrower or any other Obligor at any time and from time to time owed to the Bank, under the Loan Agreement or any other document executed in connection with the Loan Agreement (the " Loan Documents" ), whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including obligations or performance as well as obligations of payment, and including interest that accrues after the commencement of any proceeding under any debtor relief law by or against Borrower or any subsidiary or affiliate of Borrower.
" Person" means any individual or entity, including a trustee, corporation, limited liability company, general partnership, limited partnership, joint stock company, trust, estate, unincorporated organization, business association, firm, joint venture, governmental agency, or other entity.


2. Guaranty of Guarantied Obligations . Guarantor hereby irrevocably, unconditionally guaranties and promises to pay and perform on demand the Guarantied Obligations and each and every one of them, including all amendments, modifications, supplements, renewals or extensions of any of them, whether such amendments, modifications, supplements, renewals or extensions are evidenced by new or additional instruments, documents or agreements or change the rate of interest on any Guarantied Obligation or the security therefor, or otherwise.

3. Nature of Guaranty . This Guaranty is irrevocable and continuing in nature and relates to any Guarantied Obligations now existing or hereafter arising. This Guaranty is a guaranty of prompt and punctual payment and performance and is not merely a guaranty of collection.

4. Relationship to Other Agreements . Nothing herein shall in any way modify or limit the effect of terms or conditions set forth in any other document, instrument or agreement executed by Guarantor or in connection with the Guarantied Obligations, but each and every term and condition hereof shall be in addition thereto. All provisions contained in the Loan Agreement or any other Loan Document that apply to Loan Documents generally are fully applicable to this Guaranty and are incorporated herein by this reference.

5. Subordination of Indebtedness of Borrower to Guarantor to the Guarantied Obligations . Guarantor agrees that:
(a) Any indebtedness of Borrower now or hereafter owed to Guarantor hereby is subordinated to the Guarantied Obligations.
(b) If the Bank so requests, upon the occurrence and during the continuance of any event of default under the Loan Agreement (" Event of Default" ), any such indebtedness of Borrower now or hereafter owed to Guarantor shall be collected, enforced and received by Guarantor as trustee for the Bank and shall be paid over to the Bank in kind on account of the Guarantied Obligations, but without reducing or affecting in any manner the obligations of Guarantor under the other provisions of this Guaranty.
(c) Should Guarantor fail to collect or enforce any such indebtedness of Borrower now or hereafter owed to Guarantor and pay the proceeds thereof to the Bank in accordance with Section 5(b) hereof, the Bank as Guarantor' s attorney-in-fact may do such acts and sign such documents in Guarantor' s name as the Bank considers necessary or desirable to effect such collection, enforcement and/or payment.


6. Statutes of Limitations and Other Laws . Until the Guarantied Obligations shall have been paid and performed in full, all the rights, privileges, powers and remedies granted to the Bank hereunder shall continue to exist and may be exercised by the Bank at any time and from time to time irrespective of the fact that any of the Guarantied Obligations may have become barred by any statute of limitations. Guarantor expressly waives the benefit of any and all statutes of limitation, and any and all laws providing for exemption of property from execution or for evaluation and appraisal upon foreclosure, to the maximum extent permitted by applicable laws.

7. Waivers and Consents . Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of Persons other than Guarantor and, in full recognition of that fact, consents and agrees that the Bank may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms of the Guarantied Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guarantied Obligations or any part thereof, or the Loan Agreement or any of the Loan Documents to which Guarantor is not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to the Loan Agreement or any of the Loan Documents or the Guarantied Obligations or any part thereof; (d) accept partial payments on the Guarantied Obligations; (e) receive and hold additional security or guaranties for the Guarantied Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as the Bank in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Guarantied Obligations or any part thereof; (h) settle, release on terms satisfactory t ...