0001047469-02-002943 Sample Contracts

FIRST AMENDMENT TO DEED OF TRUST
Herbst Gaming Inc • November 14th, 2002 • Services-miscellaneous amusement & recreation • Nevada

THIS FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURES FILING ("First Amendment"), among Flamingo Paradise Gaming, LLC, a Nevada limited liability company, as trustor ("FPG" or "Trustor"), and The Bank of New York, a national banking association, as beneficiary ("Beneficiary"), dated as of August 23, 2002 is made with reference to the following facts and purposes:

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FIRST AMENDMENT TO SECURITY AGREEMENT
Security Agreement • November 14th, 2002 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • New York

THIS FIRST AMENDMENT TO SECURITY AGREEMENT ("First Amendment"), among Herbst Gaming, Inc., a Nevada corporation (the "Company") and each of its subsidiaries listed on Schedule A attached hereto (collectively, the "Subsidiaries"), and The Bank of New York, a New York banking corporation (the "Secured Party"), dated as of August 23, 2002 for itself and the holders of the Notes under the Indenture (the "Holders"). The Company and each of the Subsidiaries are individually referred to herein as "Debtor" and collectively, the "Debtors").

CREDIT AGREEMENT
Credit Agreement • November 14th, 2002 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada

THIS CREDIT AGREEMENT ("Credit Agreement") is made and entered into as of the 6th day of September, 2002, by and among HERBST GAMING, INC., a Nevada corporation (the "Borrower"), FLAMINGO PARADISE GAMING, LLC, a Nevada limited liability company, dba TERRIBLE'S HOTEL & CASINO (the "Collateral Guarantor") and U.S. BANK NATIONAL ASSOCIATION (herein together with its successors and assigns the "Lender").

SECURITY AGREEMENT
Security Agreement • November 14th, 2002 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada

THIS SECURITY AGREEMENT (the "Agreement") is made and entered into as of September 6, 2002, by and between FLAMINGO PARADISE GAMING, LLC, a Nevada limited liability company, dba Terrible's Hotel & Casino, as debtor ("Debtor") and U.S. BANK NATIONAL ASSOCIATION, as secured party (together with its successor(s) and assigns, in such capacity, "Secured Party").

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