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                                                                  EXHIBIT 10.89
                             SANTA FE GAMING CORPORATION
                                SAHARA LAS VEGAS CORP.

                                   FIRST AMENDMENT
                            TO SECOND AMENDED AND RESTATED
                               NOTE PURCHASE AGREEMENT


          This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE
AGREEMENT (this "AMENDMENT") is dated as of June 18, 1999 and entered into by
and among Santa Fe Gaming Corporation, a Nevada corporation ("SGC"), Sahara
Las Vegas Corp., a Nevada corporation ("COMPANY"), SunAmerica Life Insurance
Company, an Arizona life insurance company ("SUNAMERICA"), Anchor National
Life Insurance Company, an Arizona life insurance company ("Anchor"), and
SunAmerica, as Collateral Agent, and, for purposes of Sections 4 and 5
hereof, SGC and the other Credit Support Parties (as defined in Section 4
hereof) listed on the signature pages hereof, and is made with reference to
that certain Second Amended and Restated Note Purchase Agreement dated as of
November 25, 1997 (as amended, the "NOTE PURCHASE AGREEMENT"), by and among
SGC, Company, SunAmerica and Anchor.  Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Note
Purchase Agreement.

                                       RECITALS

          WHEREAS, certain Events of Default under Section 7.6 and 7.7 of the
Note Purchase Agreement have occurred and are continuing with respect to
Pioneer Finance and Pioneer Hotel, Inc. ("Pioneer Hotel"), including but not
limited to the Events of Default occurring as a result of the petitions for
relief filed under Chapter 11 of the Bankruptcy Code by Pioneer Finance and
Pioneer Hotel on February 23, 1999 and April 12, 1999, respectively (such
Events of Default, the "Pioneer Bankruptcy Defaults");

          WHEREAS, SGC and the Company desire to provide under the Note
Purchase Agreement that the Pioneer Bankruptcy Defaults have not resulted in
the automatic acceleration of the Notes under Section 7 of the Note Purchase
Agreement as provided herein;

          WHEREAS, SGC and the Company desire to provide for the payment of
interest due on the Notes on June 20, 1999 as provided herein;

          WHEREAS, SGC, the Company and the other Credit Support Parties
acknowledge that the Pioneer Bankruptcy Defaults and other Potential Events
of Default and other Events of Default have occurred and are continuing under
the Note Purchase Agreement and the other Basic Documents and that nothing in
this Amendment or otherwise shall constitute a release, forbearance or other
waiver by SunAmerica or any of its successors and assigns of any right or
remedy it may have, including, without limitation, any right or remedy
SunAmerica may

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have under any Basic Document or otherwise as a result of any Events of
Default or Potential Events of Default.

          NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto
agree as follows:

          SECTION 1  AMENDMENTS TO THE NOTE PURCHASE AGREEMENT

          1.1   AMENDMENT TO SECTION 1.1:  DEFINITIONS AND CONSTRUCTION

          A.    Subsection 1.1 of the Note Purchase Agreement is hereby
amended by adding thereto the following definitions, which shall be inserted
in proper alphabetical order:

          "'FIRST AMENDMENT' means that certain First Amendment to Second
Amended and Restated Note Purchase Agreement dated as of June 18, 1999 among
SGC, the Company and SunAmerica and, for purposes of Sections 4 and 5
thereof, the other Credit Support Parties."

          "'FIRST AMENDMENT EFFECTIVE DATE' has the meaning assigned to that
term in the First Amendment."

          1.2   MODIFICATION TO SECTION 2.4

          SGC, Company and SunAmerica and Anchor, as Holders of all of the
     Notes, agree that the Company may satisfy its obligation to pay interest on
     the Notes due on June 20, 1999 (the "June Payment Date") by paying to
     SunAmerica all cash and cash equivalents in the Collateral Account and the
     Cash Collateral Account on or prior to June 29, 1999, which payment shall
     not be less than $1,825,000 (such amount, the "Cash Interest Payment"), it
     being understood and agreed (i) that the cash payment shall first be
     applied to pay interest in the amount of $1,803,750 accrued at the rate of
     9.75% per annum on the Tranche A Notes as provided under the Note Purchase
     Agreement on a ratable basis and then applied to pay interest in part in
     the amount of not less than $21,250 accrued and due as of June 20, 1999 at
     the rate of 13.25% per annum on the Tranche B Notes as provided under the
     Note Purchase Agreement on a ratable basis and (ii) that all amounts of
     interest otherwise due on the Notes on the June Payment Date that are not
     satisfied by the Cash Interest Payment, including all amounts accruing
     under both the Tranche A Notes and the Tranche B Notes pursuant to Section
     2.4C as a result of the occurrence and continuance of Events of Default
     (all such amounts, the "Deferred Amount"), shall be compounded as of the
     June Payment Date, shall continue to accrue interest and be compounded as
     provided in the applicable Note and Note Purchase Agreement, shall continue
     to be outstanding and evidenced by the applicable Note for all purposes and
     shall be due and payable on December 15, 1999 or such earlier date as the
     principal of the applicable Note is or becomes due and payable in
     accordance with the Note Purchase Agreement and the other Basic Documents.

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          SunAmerica and Anchor, as Holders of all of the Notes, hereby waive
     any Potential Event of Default or Event of Default as a result of the
     failure of the Company to pay the Deferred Amount in cash on the interest
     payment date scheduled on June 20, 1999.

          1.3   AMENDMENTS AND MODIFICATIONS TO SECTION 7

          Section 7 of the Note Purchase Agreement is hereby amended by
amending and restating clause (i) of the first sentence of the first
paragraph following Section 7.14 as follows:

     "(i) upon the occurrence of any Event of Default with respect to Company
     described in subsection 7.6 or 7.7, each of the unpaid principal amount of
     and accrued interest on the Notes (to the full extent permitted by
     applicable law) and all other Obligations shall automatically become
     immediately due and payable; without presentment, demand, protest or other
     requirements of any kind, all of which are hereby expressly waived by SGC
     and Company"

          SGC, the Company and SunAmerica and Anchor, as Holders of all of
the Notes, agree that the acceleration of the Notes prior to the First
Amendment Effective Date as a result of the Pioneer Bankruptcy Defaults
pursuant to clause (i) of the first sentence of the first paragraph following
Section 7.14 is rescinded, it being understood and agreed that the Holders
have the continuing right to accelerate the Notes as a result of any Pioneer
Bankruptcy Default or any other Event of Default pursuant to the first
sentence of the first paragraph following Section 7.14 of the Note Purchase
Agreement (as amended by this First Amendment) or as otherwise provided in
any Basic Document.

          1.4   CERTAIN AGREEMENT UNDER SECTION 7

          In consideration of, among other things, Holders' agreement to enter
into the First Agreement, to the extent permitted by applicable law, Company
agrees that if a petition is filed by or against it commencing a case under the
Bankruptcy Code or if Company is the subject of any insolvency, bankruptcy,
receivership, readjustment of debt, dissolution, reorganization, liquidation or
similar proceeding, under state or federal law, voluntary or involuntary,
Collateral Agent on behalf of the Holders will be immediately and absolutely
entitled to, and Company hereby consents to, the following relief, singly,
alternatively or cumulatively, and Company will not object to, contest or oppose
any motion, application, complaint or other proceeding by Collateral Agent to
obtain such relief, and Company will take all actions necessary to enable
Collateral Agent to obtain such relief, including:  (a) Collateral Agent shall
be entitled to the immediate termination of the automatic stay imposed by
Section 362 of the Bankruptcy Code so as to enable it to exercise all of its
rights and remedies under the Note Purchase Agreement and the other Basic
Documents or applicable law; (b) Collateral Agent shall be entitled to the
immediate dismissal of such case pursuant to Section 305(a)(1) of the Bankruptcy
Code (with attorney's fees and other costs), and Company agrees that such
dismissal will be in the interests of creditors and itself; and (c) Collateral
Agent shall be entitled to the immediate dismissal of such case under Section
1112(b) of the Bankruptcy Code for cause, and Company agrees that the filing of
such case by it shall per se be deemed to have been commenced in bad faith and
solely for the improper purpose

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of impeding once again the exercise of Collateral Agent's rights and remedies
with attendant unnecessary delay and needless cost.

          SECTION 2  LIMITATION OF AMENDMENT

          Without limiting the generality of the provisions of subsection 9.1
of the Credit Agreement, the amendment set forth above shall be limited
precisely by its terms, shall not have any force or effect with respect to
any other matter except as expressly provided above, and nothing in this
Amendment shall be deemed to:

          (a)   constitute a waiver or modification of any other term,
     provision or condition of the Note Purchase Agreement or any other
     instrument or agreement referred to therein; or

          (b)   prejudice any right or remedy that the Collateral Agent or any
     Holder may now have (except to the extent such right or remedy was based
     upon existing defaults that will not exist after giving effect to this
     Amendment) or may have in the future under or in connection with the Note
     Purchase Agreement, any Basic Documents or any other instrument or
     agreement referred to therein.

          Except as expressly set forth herein, the terms, provisions and
conditions of the Note Purchase Agreement and the other Basic Documents shall
remain in full force and effect and in all other respects are hereby ratified
and confirmed.

          SECTION 3   CONDITIONS TO THE EFFECTIVENESS OF THIS AMENDMENT

          Section 1 of this Amendment shall become effective upon the execution
of this Amendment by SGC, the Company, the other Credit Parties, SunAmerica and
Anchor and the delivery of the following to SunAmerica and Anchor (the date of
satisfaction of such conditions being referred to herein as the "FIRST AMENDMENT
EFFECTIVE DATE"):

          1.    Resolutions of each Credit Party's Board of Directors or the
     executive committee thereof approving and authorizing the execution,
     delivery, and performance of this Amendment, certified as of the First
     Amendment Effective Date by its corporate secretary or an assistant
     secretary as being in full force and effect without modification or
     amendment; and

          2.    Signature and incumbency certificates of each Credit Party's
     officers executing this Amendment.

          SECTION 4  REPRESENTATIONS AND WARRANTIES

          In order to induce SunAmerica and Anchor to enter into this Amendment
and to amend the Note Purchase Agreement in the manner provided herein, each of
SGC and the

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Company represents and warrants to SunAmerica and Anchor that the
following statements are true, correct and complete:

          A.             CORPORATE POWER AND AUTHORITY.  Each Credit Party has
all requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Note Purchase Agreement, as amended by this Amendment (the "AMENDED
AGREEMENT").

          B.             AUTHORIZATION OF AGREEMENTS.  The execution and
delivery of this Amendment and the performance of the Amended Agreement have
been duly authorized by all necessary corporate action on the part of each of
each Credit Party.

          C.             NO CONFLICT.  The execution and delivery by each Credit
Party of this Amendment and the performance by each Credit Party of the Amended
Agreement and other Basic Documents do not and will not (i) violate any
provision of any law or any governmental rule or regulation applicable to any
Credit Party, the Certificate or Articles of Incorporation or Bylaws of any
Credit Party or any order, judgment or decree of any court or other agency of
government binding on any Credit Party, (ii) conflict with, result in a breach
of or constitute (with due notice or lapse of time or both) a default under any
material contractual obligation of any Credit Party, (iii) result in or require
the creation or imposition of any Lien upon any of the properties or assets of
any Credit Party (other than Liens created under any of the Basic Documents in
favor of the Collateral Agent and the Holders), or (iv) require any approval of
stockholders or any approval or consent of any Person under any material
contractual obligation of any Credit Party.

          D.             GOVERNMENTAL CONSENTS.  The execution and delivery by
each Credit Party of this Amendment and the performance by each Credit Party of
the Amended Agreement and the other Basic Documents do not and will not require
any registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body.

          E.             BINDING OBLIGATION.  This Amendment, the Amended
Agreement and the other Basic Documents have been duly executed and delivered by
each Credit Party and are the legally valid and binding obligations of each
Credit Party enforceable against each Credit Party in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

          F.             ABSENCE OF DEFAULT.  No event will result from the
consummation of the transactions contemplated by this Amendment that would
constitute an Event of Default or a Potential Event of Default.

          SECTION 5  ACKNOWLEDGEMENT AND CONSENT

          SGC is a party to the Note Purchase Agreement and certain other Basic
Documents, including the Amended Agreement and SGC Guaranty, pursuant to which,
among

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other things, SGC has guarantied the Obligations of the Company.  Sahara
Resorts is a party to the Sahara Resorts Guaranty and the Sahara Resorts
Pledge Agreement, pursuant to which, among other things, Sahara Resorts has
(i) guarantied the Obligations and (ii) created Liens in favor of SunAmerica
on certain Collateral to secure the obligations of Sahara Resorts under the
Basic Documents to which Sahara Resorts is party.  Casino Properties is a
party to the Casino Properties Guaranty and the Casino Properties Pledge
Agreement, pursuant to which, among other things, Casino Properties has (i)
guarantied the Obligations and (ii) created Liens in favor of SunAmerica on
certain Collateral to secure the obligations of Casino Properties under the
Basic Documents to which Casino Properties is party.  Hacienda Hawaiian is
party to the Hacienda Hawaiian Guaranty and the Hacienda Hawaiian Pledge
Agreement, pursuant to which, among other things, Hacienda Hawaiian has (i)
guarantied the Obligations and (ii) created Liens in favor of SunAmerica on
certain Collateral to secure the obligations of Hacienda Hawaiian under the
Basic Documents to which Hacienda Hawaiian is party.  SGC, Sahara Resorts,
Casino Properties sand Hacienda Hawaiian are collectively referred to herein
as the "CREDIT SUPPORT PARTIES", and the Guaranties, the Sahara Resorts
Pledge Agreement, the Casino Properties Pledge Agreement and Hacienda
Hawaiian Pledge Agreement are collectively referred to herein as the "CREDIT
SUPPORT DOCUMENTS".

          Each Credit Support Party hereby acknowledges that it has reviewed
the terms and provisions of the Note Purchase Agreement, this Amendment and
the other Basic Documents and consents to the amendments and modifications of
the Note Purchase Agreement effected pursuant to this Amendment.  Each Credit
Support Party hereby confirms that each Credit Support Document to which it
is a party or otherwise bound and all Collateral encumbered thereby will
continue to guaranty or secure, as the case may be, to the fullest extent
possible the payment and performance of all "Obligations," "Guaranteed
Obligations" and "Secured Obligations," as the case may be (in each case as
such terms are defined in the applicable Credit Support Document), including
without limitation the payment and performance of all such "Obligations,"
"Guaranteed Obligations" and "Secured Obligations," as the case may be, in
respect of the Obligations of Company now or hereafter existing under or in
respect of the Amended Agreement.

          Each Credit Support Party acknowledges and agrees that any of the
Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment or any other Basic Document or
agreement.  Each Credit Support Party represents and warrants that all
representations and warranties with respect to such Credit Support Parties
contained in the Amended Agreement and the Credit Support Documents to which
it is a party or otherwise bound are true, correct and complete in all
material respects on and as of the date of this Amendment to the same extent
as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in
which case they were true, correct and complete in all material respects on
and as of such earlier date.

          Each Credit Support Party (other than SGC) acknowledges and agrees
that (i) notwithstanding the conditions to effectiveness set forth in this
Amendment, such Credit

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Support Party is not required by the terms of the Note Purchase Agreement or
any other Basic Document to consent to the amendments to the Note Purchase
Agreement effected pursuant to this Amendment and (ii) nothing in the Note
Purchase Agreement, this Amendment or any other Note Purchase Document shall
be deemed to require the consent of such Credit Support Party to any future
amendments to the Note Purchase Agreement.

          SECTION 6  RELEASE

          Company and each Credit Support Party, its successors-in-title,
legal representatives, assignees and heirs, as applicable, and, to the extent
the same is claimed by right of, through or under Company or any such Credit
Support Party, its past, present and future employees, agents,
representatives, officers, directors, shareholders, parents, subsidiaries,
affiliates and trustees, and each of them (the "Releasing Parties") does
hereby forever remise, release and discharge the Collateral Agent and each
Holder, and the Collateral Agent's and each Holder's successors-in-title,
legal representatives and assignees, past, present and future officers,
directors, shareholders, trustees, agents, employees, parents, subsidiaries,
affiliates, consultants, experts, advisors, attorneys and other
professionals, as well as any and all persons and entities to whom the
Collateral Agent or any Holder would be liable if such persons or entities
were found to be liable to Company or any Credit Support Party or any of
them, and each of them (collectively hereinafter the "Released Parties"),
from any and all manner of action and actions, cause and causes of action,
claims, counterclaims, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
damages, judgments, expenses, executions, liens, claims of liens, claims of
costs, penalties, attorneys' fees, or any other compensation, recovery or
relief on account of any liability, obligation, demand or cause of action of
whatever nature relating to, arising out of or in connection with the Note
Purchase Agreement, this Amendment, the Amended Agreement and the other Basic
Documents or any Events of Default or Potential Events of Default, including
but not limited to, acts, omissions to act, actions, negotiations,
discussions and events resulting in the finalization and execution of this
Amendment or any other Basic Documents, as, among and between any Releasing
Party and any Released Party, such claims whether now accrued and whether now
known or hereafter discovered, from the beginning of time through the date
hereof, and specifically including, without any limitation, any claims of
liability asserted or which could have been asserted with respect to, arising
out of or in any manner whatsoever connected directly or indirectly with any
"lender liability-type" claim (the "Release").  Notwithstanding anything
herein to the contrary, this Release will not extend to and will not affect
any claims which may be asserted pursuant to events, circumstances, acts or
omissions after the date of this Amendment.

          It is a further condition of the consideration hereof and is the
intention of the Company and each Credit Support Party in executing this
Amendment that the same shall be effective as a bar as to each and every claim,
demand and cause of action specified in this Section 6 and, in furtherance of
this intention, Company and each Credit Support Party hereby expressly waives
any and all rights or benefits conferred by the provisions of any applicable
law, including but not limited to SECTION 1542 OF THE CALIFORNIA CIVIL CODE, and
expressly consents that this Amendment shall be given full force and effect
according to each and all of its express terms and conditions, including those
relating to unknown and unsuspected

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claims, demands and causes of actions, if any, as well as those relating to
any other claims, demands and causes of actions hereinabove specified.
SECTION 1542 provides:

          "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
          SETTLEMENT WITH THE DEBTOR."

Company and each Credit Support Party acknowledges that it may hereafter
discover claims or facts in addition to or different from those which Company
or any Credit Support Party now knows or believes to exist with respect to
the subject matter of this Agreement described in this Section 6 and which,
if known or suspected at the time of executing this Amendment, may have
materially affected this Release.  Nevertheless, Company and each Credit
Support Party hereby waives any right, claim or cause of action that might
arise as a result of such different or additional claims or facts.  Company
and each Credit Party acknowledges that it understands the significance and
consequence of such release and such specific waiver herein, including such
waivers of SECTION 1542.

          The parties agree that the references to Section 1542 of the
California Civil Code herein are made in an abundance of caution and no
inference may be drawn to that section, or any other aspect of California
law, governs this Amendment, the Note Purchase Agreement or any other Basic
Document.

          Nothing in this Section 6 or in this Amendment is, is intended to
be, or should be construed or constituting a release of any rights or claims
that are or may be held by the Released Parties against the Releasing Parties.

          SECTION 7  MISCELLANEOUS

          A.             REFERENCE TO AND EFFECT ON THE NOTE PURCHASE AGREEMENT
AND THE OTHER BASIC DOCUMENTS.

          (i)   On and after the date of this Amendment, each reference in the
          Note Purchase Agreement to "this Agreement", "hereunder", "hereof",
          "herein" or words of like import referring to the Note Purchase
          Agreement, and each reference in the other Basic Documents to the
          "Note Purchase Agreement", "thereunder", "thereof" or words of like
          import referring to the Note Purchase Agreement shall mean and be a
          reference to the Amended Agreement.

          (ii)  Except as specifically amended by this Amendment, the Note
          Purchase Agreement and the other Note Purchase Documents shall remain
          in full force and effect and are hereby ratified and confirmed.

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          (iii) The execution, delivery and performance of this Amendment shall
          not, except as expressly provided herein, constitute a waiver of any
          provision of, or operate as a waiver of any right, power or remedy of
          SunAmerica under, the Note Purchase Agreement or any of the other Note
          Purchase Documents.

          A.             FEES AND EXPENSES.  SGC and Company acknowledge that
all costs, fees and expenses as described in subsection 9.2 of the Note Purchase
Agreement incurred by any Holder and its counsel with respect to this Amendment
and the documents and transactions contemplated hereby shall be for the account
of Company.

          B.             HEADINGS.  Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.

          C.             APPLICABLE LAW.  THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEVADA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

          D.             COUNTERPARTS; EFFECTIVENESS.  This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.  This Amendment shall become
effective upon the execution of a counterpart hereof by Company, SunAmerica,
Anchor and each of the Credit Support Parties and receipt by Company and
SunAmerica, Anchor of written or telephonic notification of such execution and
authorization of delivery thereof.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                              SANTA FE GAMING CORPORATION, individually and as a
                              Credit Support Party

                              By: Thomas K. Land
                              Title: Senior Vice President/Chief Financial
                              Officer


                              SAHARA LAS VEGAS CORP.

                              By: Thomas K. Land
                              Title: Senior Vice President/Chief Financial
                              Officer

                              SAHARA RESORTS (for purposes of Sections 4 and 5
                              only), as a Credit Support Party

                              By: Thomas K. Land
                              Title: Senior Vice President/Chief Financial
                              Officer

                              CASINO PROPERTIES, INC. (for purposes of Sections
                              4 and 5 only), as a Credit Support Party

                              By: Thomas K. Land
                              Title: Senior Vice President/Chief Financial
                              Officer

                              HACIENDA HAWAIIAN PROPERTIES, INC. (for purposes
                              of Sections 4 and 5 only), as a Credit Support
                              Party

                              By: Thomas K. Land
                              Title: Senior Vice President/Chief Financial
                              Officer

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                              SUNAMERICA LIFE INSURANCE COMPANY, as Holder and
                              as Collateral Agent

                              By: Peter McMillan
                              Title: Authorized Agent

                              ANCHOR NATIONAL LIFE INSURANCE COMPANY

                              By: Peter McMillan
                              Title: Authorized Agent


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