Exhibit 4.5

                                THIRD AMENDMENT AND CONSENT

* Omitted and filed  separately  with the Commission  pursuant to a Confidential
Treatment Request.

            THIRD AMENDMENT AND CONSENT (this "Amendment"),  dated as of October
28, 1999,  among ALLIANCE GAMING  CORPORATION,  a Nevada  corporation (the "U.S.
Borrower"),  BALLY  WULFF  VERTRIEBS  GMBH,  a company  with  limited  liability
organized  under the laws of the  Federal  Republic  of  Germany  ("Bally  Wulff
Vertriebs"),  BALLY WULFF  AUTOMATEN  GMBH,  a company  with  limited  liability
organized  under the laws of the  Federal  Republic  of  Germany  ("Bally  Wulff
Automaten" and, together with Bally Wulff Vertriebs, the "German Borrowers," and
each a "German  Borrower",  and the  German  Borrowers,  together  with the U.S.
Borrower,  the "Borrowers," and each a "Borrower"),  the financial  institutions
party to the  Credit  Agreement  referred  to below (the  "Lenders")  and CREDIT
SUISSE FIRST BOSTON, as Administrative  Agent.  Unless otherwise defined herein,
all capitalized  terms used herein and defined in the Credit Agreement  referred
to below are used herein as so defined.

                                   W I T N E S S E T H :


            WHEREAS, the Borrowers, the Lenders and the Administrative Agent are
parties to a Credit Agreement,  dated as of August 8, 1997 (as amended, modified
or  supplemented  through,  but not  including,  the date  hereof,  the  "Credit
Agreement");

            WHEREAS,  (i) the Banks hereby agree to grant  (subject to the terms
and conditions hereof) the consents set forth herein and (ii) the parties hereto
wish to further amend the Credit Agreement as herein provided;

            NOW, THEREFORE, it is agreed:

Article I:  Consents

            1.  Notwithstanding  anything to the  contrary  contained in Section
9.02 of the  Credit  Agreement,  the  Lenders  hereby  agree  that  Bally  Wulff
Automaten  may merge  with and into  Bally  Wulff  Vertriebs  with  Bally  Wulff
Vertriebs being the survivor of such merger (the "Merger"). It is understood and
agreed that (i) after giving effect to the Merger,  Bally Wulff  Vertriebs shall
succeed to all rights  and  obligations  of Bally  Wulff  Automaten  (including,
without  limitation,  all obligations  under the Credit  Agreement and the other
Credit Documents to which Bally Wulff Automaten is a party) and (ii) Bally Wulff
Vertriebs   shall   execute  and  deliver  all   documents   requested   by  the
Administrative  Agent in order to evidence or acknowledge such succession and/or
to ensure that after giving  effect to the Merger the  security  interest of the
Collateral Agent in the Collateral (as defined in the German Security Documents)
remains  perfected  and in full  force  and  effect.  From and  after  the Third
Amendment  Effective  Date (as  defined  below),  all  references  in the Credit
Agreement and the other Credit Documents to "Bally Wulff Automaten", the "German
Borrowers"  and the  "German  Borrower"  shall in each  case be  deemed  to be a
reference to Bally Wulff Vertriebs.

            2.  Notwithstanding  anything  to  the  contrary  contained  in  any
provision  of the Credit  Agreement or any of the other  Credit  Documents,  the
Lenders hereby agree that, as an alternative to the Merger  contemplated  in the
preceding  paragraph,  Bally Wulff Vertriebs may merge with and into Bally Wulff
Automaten with Bally Wulff Automaten being the survivor of such merger (it being
understood and agreed that if such  alternative  merger occurs the provisions of
the preceding paragraph shall apply mutatis mutandis).

            3.  Notwithstanding  anything to the  contrary  contained in Section
9.02 of the Credit Agreement or elsewhere therein, the Lenders hereby agree that
(a) any  subsidiary of either  German  Borrower may be merged with and into such
German Borrower with such German Borrower being the survivor of any such merger,
(b) any Subsidiary of either German Borrower may be merged with and into (or may
be  liquidated  or  dissolved  into)  any  Independent   Subsidiary  that  is  a
Wholly-Owned  Foreign  Subsidiary of such German  Borrower or the German Parent,
and (c) either German  Borrower may distribute to the German Parent,  any of the
shares  of  capital  stock  or other  ownership  interests  held by such  German
Borrower in any Subsidiary of such German Borrower.  It is understood and agreed
that, contemporaneous with any such transactions,  the German Parent, the German
Borrowers  and their  respective  Subsidiaries  shall  execute  and  deliver all
documents  in  form  and  substance  satisfactory  to the  Administrative  Agent
requested  by the  Administrative  Agent in order to ensure  that  after  giving
effect thereto,  the security interest of the Collateral Agent in the Collateral
(as defined in the German  Security  Documents)  remains fully  perfected and in
full force and effect.

            4.  Notwithstanding  anything to the  contrary  contained in Section
9.02 of the Credit  Agreement,  the Lenders hereby agree that the U.S.  Borrower
may sell the equity interest or other assets  comprising its ownership  interest
in RCVP,  or may sell the business and assets of RCVP  substantially  as a whole
(any such sale being herein called the "RCVP Sale") provided that (i) no Default
or  Event  of  Default  then  exists  or  would  result   therefrom,   (ii)  the
Administrative  Agent shall have  received (x) prior notice of such sale and (y)
the definitive  purchase and sale agreement  relating to such sale no later than
five  days  following  the  execution  and  delivery  thereof,  (iii)  the total
consideration  received by the U.S.  Borrower therefor shall be in cash, paid at
the time of the  closing  of such  sale  (except  for any  portion  thereof  (A)
retained  in an escrow  account  and  payable  pursuant  to any  indemnities  or
purchase price adjustments contained in such agreement,  or (B) payable pursuant
to post-closing  adjustment arrangements entered into with respect to such sale)
and in a gross amount of at least  $___________*,  and (iv) 100% of the Net Sale
Proceeds  therefrom  are applied to repay  outstanding  Term Loans in accordance
with the  requirements  of 4.02(h) and (i) of the Credit  Agreement  but without
regard to Section 4.02(k) of the Credit Agreement

            5.  Notwithstanding  anything to the  contrary  contained in Section
9.02 of the Credit  Agreement,  the Lenders hereby agree that the U.S.  Borrower
may sell its  equity  interests  in  United  Coin  Machine  Company  and  Casino
Electronics  Inc.  or  may  sell  the  business  and  assets  of  such  entities
substantially  as a whole (any such sale being herein  called the "Nevada  Route
Operations Sale"),  provided that (i) no Default or Event of Default then exists
or would result therefrom, (ii) the Administrative Agent shall have received (x)
prior notice of such sale and (y) the  definitive  sale and  purchase  agreement
relating to such sale no later than five days

<PAGE>


            following  the  execution  and  delivery  thereof,  (iii)  the total
consideration  received by the U.S.  Borrower therefor shall be cash and paid at
the time of the  closing of such sale,  at least  $___________*  (except for any
portion  thereof (A) retained in an escrow  account and payable  pursuant to any
indemnities or purchase price  adjustments  contained in such agreement,  or (B)
payable  pursuant to  post-closing  adjustment  arrangements  entered  into with
respect  to such  sale) and (iv) 100% of the Net Sales  Proceeds  therefrom  are
applied to repay  outstanding  Term Loans in accordance with the requirements of
4.02(h) and (i) of the Credit Agreement but without regard to Section 4.02(k) of
the Credit Agreement.

            6.  Notwithstanding  anything to the  contrary  contained in Section
9.02 of the Credit  Agreement,  the Lenders hereby agree that the U.S.  Borrower
may sell its equity  interests in Plantation  Investments,  Inc. or may sell the
business and assets of such entity as a whole (any such sale being herein called
the "Rail City  Sale"),  provided  that (i) no Default or Event of Default  then
exists or would  result  therefrom,  (ii) the  Administrative  Agent  shall have
received (x) prior notice of such sale and (y) the definitive  sale and purchase
agreement  relating to such sale no later than five days following the execution
and  delivery  thereof,  (iii)  the  total  consideration  received  by the U.S.
Borrower therefor shall be cash and paid at the time of the closing of such sale
(except for any portion  thereof (A) retained in an escrow  account  pursuant to
any indemnities or purchase price  adjustments  contained in such agreement,  or
(B) payable pursuant to post-closing  adjustment  arrangements entered into with
respect to such sale),  in a gross  amount of at least  $___________*,  and (iv)
100% of the Net Sale Proceeds  therefrom are applied to repay  outstanding  Term
Loans in  accordance  with the  requirements  of  4.02(h)  and (i) of the Credit
Agreement but without regard to Section 4.02(k) of the Credit Agreement.

            7.  Notwithstanding  anything to the  contrary  contained in Section
9.02 of the Credit  Agreement,  the Lenders hereby agree that the U.S.  Borrower
may sell VSI, or may sell the business  and assets of LVI and its  subsidiaries,
VSI, SVS, and VDSI  substantially  as a whole (any such sale being herein called
the "Louisiana Route Operations  Sale") provided that (i) no Default or Event of
Default then exists or would result  therefrom,  (ii) the  Administrative  Agent
shall have  received (x) prior notice of such sale and (y) the  definitive  sale
and purchase  agreement  relating to such sale no later than five days following
the execution and delivery thereof,  (iii) the total  consideration  received by
the U.S.  Borrower therefor shall be cash and paid at the time of the closing of
such sale  (except for any portion  thereof  (A)  retained in an escrow  account
pursuant to any  indemnities  or purchase  price  adjustments  contained in such
agreement,  or (B) payable  pursuant  to  post-closing  adjustment  arrangements
entered  into  with  respect  to such  sale),  in a  gross  amount  of at  least
$___________*,  and (iv) 100% of the Net Sale Proceeds  therefrom are applied to
repay  outstanding Term Loans in accordance with the requirements of 4.02(h) and
(i) of the Credit  Agreement but without regard to Section 4.02(k) of the Credit
Agreement.



<PAGE>

Article II:  Amendments and other Modifications

            1.  Section  3.03 of the  Credit  Agreement  is  hereby  amended  by
inserting the following text  immediately  after the second instance in the text
"Revolving Loan Commitment" appears in clause (i) thereof:

            "(with the German Revolving Loan  Sub-Commitment  and the Non-German
      Revolving Loan  Sub-Commitment  of each Lender to be reduced ratably based
      on the amount of such German Revolving Loan  Sub-Commitment  or Non-German
      Revolving  Loan  Sub-Commitment,  as the  case  may  be,  compares  to the
      Revolving Loan Commitment of such Lender)"

            2. Section 3.03 of the Credit Agreement is hereby further amended by
inserting the following new clauses (j) and (k) at the end thereof:

            (j)  In  addition  to  any  other  mandatory  commitment  reductions
      pursuant to this Section 3.03, upon the earlier of (x) the consummation of
      the RCVP Sale and (y) the  consummation  of the  Nevada  Route  Operations
      Sale, the Total Revolving Loan Commitment shall be reduced to $80,000,000.

            (k)  In  addition  to  any  other  mandatory  commitment  reductions
      pursuant to this Section 3.03, the Total  Revolving Loan  Commitment  (and
      the Revolving Loan Commitment,  the German  Revolving Loan  Sub-Commitment
      and the  Non-German  Revolving Loan  Sub-Commitment  of each Lender) shall
      terminate on the date upon which outstanding Revolving Loans and Swingline
      Loans have been repaid in full (and any outstanding Letters of Credit have
      been cash collateralized) as a result of proceeds received from any of the
      RCVP Sale,  the Nevada Route  Operations  Sale,  the Rail City Sale or the
      Louisiana Route Operations Sale.

            3. Section 4.02 of the Credit Agreement is hereby further amended by
inserting the following new clauses (m) and (n) at the end thereof:

            (m) In the  event  a  mandatory  repayment  of Term  Loans  required
      pursuant to the Third  Amendment as a result of any of the RCVP Sale,  the
      Nevada  Operations  Sale,  the  Rail  City  Sale  or the  Louisiana  Route
      Operations  Sale and such repayment  exceeds the aggregate  amount of Term
      Loans  then  outstanding  (or would be  required  if Term  Loans were then
      outstanding),  in any such case, Swingline Loans and Revolving Loans shall
      be repaid and/or outstanding  Letters of Credit cash collateralized in the
      aggregate  amount,  if any,  by which the  amount  required  to be applied
      pursuant to the Third Amendment  (determined as if an unlimited  amount of
      Term Loans were  actually  outstanding)  exceeds the  aggregate  principal
      amount of Term  Loans  then  outstanding.  Any such  application  required
      pursuant to the preceding sentence shall be made as set forth below.



<PAGE>


                 (i)   first, to prepay the principal of outstanding Swingline
            Loans;

                (ii) second,  to the extent all Swingline Loans have been repaid
            in full,  or if no Swingline  Loans are  outstanding,  to prepay the
            principal of outstanding Revolving Loans; and

               (iii)  third,  to the extent all  Swingline  Loans and  Revolving
            Loans  have  been  repaid  in  full,  or if no  Swingline  Loans  or
            Revolving  Loans are  outstanding,  and if any Letters of Credit are
            then   outstanding,   to  cash   collateralize   Letter   of  Credit
            Outstandings by depositing  such proceeds into a collateral  account
            established by the  Administrative  Agent in an amount equal to such
            Letter of Credit Outstandings.

            (n) Each amount  required to be applied to repay  Revolving Loans or
      to cash  collateralize  outstanding  Letters  of Credit  shall be  applied
      (after  conversion by the respective  Borrower of any amounts  received in
      currency  other  than  the  relevant  Applicable  Currency  or  Applicable
      Currencies   into  the  respective   Applicable   Currency  or  Applicable
      Currencies)  (i) in the case of  application  of such amounts to Revolving
      Loans, to repay the outstanding principal amount of Dollar Revolving Loans
      and Deutsche  Mark  Revolving  Loans (with each such currency of Revolving
      Loans being  allocated  that  percentage of the amount to be applied as is
      equal to a fraction  (expressed as a percentage) the numerator of which is
      equal to the  outstanding  principal  amount of such currency of Revolving
      Loans (using the Dollar Equivalent thereof in the case of German Revolving
      Loans)  and the  denominator  of which  is  equal to the then  outstanding
      principal  amount of all  Revolving  Loans  (using the  Dollar  Equivalent
      thereof  in the case of German  Revolving  Loans)  and (ii) in the case of
      application  of such  amounts  to  outstanding  Letters  of Credit to cash
      collateralize  U.S.  Letters of Credit and German  Letters of Credit (with
      each such currency of Letter of Credit being  allocated that percentage of
      the  amount to be so applied  as is equal to a  fraction  (expressed  as a
      percentage)  the  numerator of which is equal to the Stated  Amount (using
      the Dollar Equivalent  thereof in the case of German Letters of Credit) of
      such  currency of such Letters of Credit and the  denominator  of which is
      equal to the Stated  Amount  (using the Dollar  Equivalent  thereof in the
      case of German Letters of Credit) of all outstanding Letter of Credit).

            4. Section  9.02(ii) of the Credit  Agreement  is hereby  amended by
inserting the following proviso at the end of such section immediately following
the words "after giving effect thereto":

            "provided that notwithstanding anything to the contrary contained in
            this  Section  9.02(ii),  the  aggregate  amount  paid  by the  U.S.
            Borrower in connection with any Permitted Acquisitions effected from
            and  after  the  Third  Amendment  Effective  Date to and  including
            December 31, 2000, shall not exceed $15 million"

            5.  Notwithstanding  anything to the  contrary  contained in Section
9.03 of the Credit  Agreement,  the Borrowers and the Lenders  hereby agree that
until the Required Lenders otherwise agree in writing, neither the U.S. Borrower
nor any of its Subsidiaries  shall be permitted to make any Restricted  Payments
pursuant to Section 9.03(ii) of the Credit Agreement.

            6.  Notwithstanding  anything to the  contrary  contained in Section
9.04 of the Credit  Agreement,  the Borrowers and the Lenders  hereby agree that
until the Required Lenders otherwise agree in writing, neither the U.S. Borrower
nor any of its  Subsidiaries  shall  be  permitted  to  incur  any  Indebtedness
pursuant to Section 9.04(xiii) of the Credit Agreement.

            7. Section  9.05(xx) of the Credit  Agreement  is hereby  amended by
deleting the proviso  appearing at the end thereof,  and inserting the following
new proviso in lieu thereof:

            "provided  that all such  Investments  in excess of $2,000,000  made
      after  October  28,  1999  pursuant  to  this  clause  (xx)  shall  be  in
      ___________*.

            8.  Notwithstanding  anything to the  contrary  contained in Section
9.08 of the Credit Agreement, the Lenders and the Borrowers hereby agree that so
long as the U.S.  Borrower  has  engaged,  or is actively  seeking to engage (as
determined by the Administrative Agent), an investment bank to sell RCVP and the
Nevada  Route  Operations,  the  Borrowers  shall  be  required  to  maintain  a
Consolidated  Fixed Charge  Coverage  Ratio of the Borrowers for any Test Period
ending on or prior to ________________* of at least 1.00:1, provided that (a)(i)
if the requirement  described above has not been (or ceases to be) satisfied and
(ii) after  ________________*,  the  Borrowers  shall be required to comply with
Section 9.08 of the Credit Agreement as otherwise provided in such Section,  (b)
in any  event,  upon  earlier to occur of  consummation  of the RCVP Sale or the
consummation of Nevada Route Operations  Sales, the Borrowers shall no longer be
required to comply with Section 9.08 and (c) if the  Borrowers  have not entered
into a letter of intent for either the RCVP Sale or the Nevada Route  Operations
Sale by  ________________*,  the  Borrowers  shall be  required  to comply  with
Section 9.08 of the Credit  Agreement  as otherwise  provided in such Section on
and after ________________*.

            9.  Notwithstanding  anything to the  contrary  contained in Section
9.09 of the Credit Agreement, the Lenders and the Borrowers hereby agree that so
long as the U.S.  Borrower  has  engaged,  or is actively  seeking to engage (as
determined by the Administrative Agent), an investment bank to sell RCVP and the
Nevada  Route  Operations,  the  Borrowers  shall  be  required  to  maintain  a
Consolidated Interest Coverage Ratio of the Borrowers for any Test Period ending
on or prior to ________________* of at least 1.35:1, provided that (a)(i) if the
requirement  described  above has not been (or ceases to be)  satisfied and (ii)
after ________________*,  the Borrowers shall be required to comply with Section
9.09 of the Credit Agreement as otherwise  provided in such Section,  (b) in any
event,  upon the  earlier to occur of the  consummation  of the RCVP Sale or the
consummation  of the  Nevada  Route  Operations  Sale,  the  Borrowers  shall be
required to maintain a Consolidated  Interest Coverage Ratio of the Borrowers of
at least 1.35:1 for any Test Period ending after such earlier occurrence and (c)
if the  Borrowers  have not entered  into a letter of intent for either the RCVP
Sale or the Nevada Route  Operations  Sale by  ________________*,  the Borrowers
shall be  required  to comply  with  Section  9.09 of the  Credit  Agreement  as
otherwise provided in such Section on and after ________________*.

            10.  Notwithstanding  anything to the contrary  contained in Section
9.10 of the Credit Agreement, the Lenders and the Borrowers hereby agree so long
as the  U.S.  Borrower  has  engaged,  or is  actively  seeking  to  engage  (as
determined by the Administrative Agent), an investment bank to sell RCVP and the
Nevada Route Operations,  the Borrowers shall be required to maintain a Leverage
Ratio of Borrowers for the period from December 31, 1999 to ________________* of
no greater than 6.25:1,  provided that (a)(i) if the requirement described above
has not been (or ceases to be) satisfied and (ii) after  ________________*,  the
Borrowers shall be required to comply with Section 9.10 of the Credit  Agreement
as otherwise  provided in such  Section,  (b) in any event,  upon the earlier to
occur of the  consummation of the RCVP Sale or the Nevada Route Operations Sale,
the  Borrowers  shall no longer be required to comply with  Section  9.10 of the
Credit  Agreement  and (c) if the  Borrowers  have not entered  into a letter of
intent  for  either  the  RCVP  Sale  or the  Nevada  Route  Operations  Sale by
________________*,  the Borrowers  shall be required to comply with Section 9.10
of the Credit Agreement as otherwise provided in such Section on and after
________________*.

            11.  Notwithstanding  anything to the contrary  contained in Section
9.11 of the Credit  Agreement,  the Lenders and the Borrowers agree that so long
as the  U.S.  Borrower  has  engaged,  or is  actively  seeking  to  engage  (as
determined by the Administrative Agent), an investment bank to sell RCVP and the
Nevada Route  Operations,  the Borrowers shall be required to have  Consolidated
EBITDA for any Test Period ending on or prior to  ________________*  of at least
$44,000,000,  provided that (a)(i) if the requirement described has not been (or
ceases to be) satisfied and (ii) after ________________*, the Borrowers shall be
required  to comply  with  Section  9.11 of the Credit  Agreement  as  otherwise
provided  in such  Section,  (b) in any event,  upon the earlier to occur of the
consummation of the RCVP Sale or the consummation of the Nevada Route Operations
Sale, the Borrowers shall be required to have a Consolidated  EBITDA of at least
$30,000,000 for any Test Period ending after such earlier  occurrence and (c) if
the Borrowers  have not entered into a letter of intent for either the RCVP Sale
or the Nevada Route Operations Sale by ________________*, the Borrowers shall be
required  to comply  with  Section  9.11 of the Credit  Agreement  as  otherwise
provided in such Section on and after ________________*.

            12. The definition of "Consolidated  EBITDA" appearing in Section 10
of the Credit Agreement is hereby amended by inserting the following sentence at
the end thereof:

            "For the purposes of calculating  Consolidated EBITDA for any period
      ending on or prior to ________________*, any determination of Consolidated
      Net  Income  shall be  adjusted  by adding  thereto  the amount of (i) any
      restructuring charges taken during such period in connection with the RCVP
      Sale, the Nevada Route  Operations Sale, the Rail City Sale, the Louisiana
      Route Operations Sale or any of the transactions contemplated in Section 1
      of Article I of the Third  Amendment  (and in an  aggregate  amount not to
      exceed  $___________*)  and (ii) ancillary  transaction  costs incurred in
      connection with the RCVP Sale, the Nevada Route  Operations Sale, the Rail
      City Sale or the Louisiana Route Operations Sale."

            13. Section 10 of the Credit  Agreement is hereby further amended by
inserting  the  following  definitions  of "Louisiana  Route  Operations  Sale",
"Nevada Route Operations Sale", "Rail City Sale", "RCVP Sale", "Third Amendment"
and "Third Amendment Effective Date" in the proper alphabetical order:

            "Louisiana Route Operations Sale" shall have the meaning provided in
      the Third Amendment.

            "Nevada Route  Operations  Sale" shall have the meaning  provided in
      the Third Amendment.

            "Rail City Sale" shall have the meaning provided in the Third
      Amendment.

            "RCVP Sale" shall have the meaning provided in the Third Amendment.

            "Third Amendment" shall mean the Third Amendment and Consent,  dated
      as of  October  28,  1999,  among  the  Borrowers,  the  Lenders  and  the
      Administrative Agent.

            "Third Amendment Effective Date" shall mean October 28, 1999.

            14.  Notwithstanding  the actual  Leverage  Ratio of the  Borrowers,
until such time as the  Required  Lenders  otherwise  agree in writing,  Level 4
pricing shall at all times from the Third  Amendment  Effective Date through and
including  ________________*  apply  to  the  Applicable  Commitment  Commission
Percentage and the Applicable Margin.


Article III:  Miscellaneous

            1. This  Amendment  shall  become  effective on the date (the "Third
Amendment  Effective Date") when (i) each Borrower,  each other Credit Party and
the  Required  Lenders  have signed a  counterpart  hereof  (whether the same or
different  counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office and (ii)
the  Borrowers  shall have paid to the  Administrative  Agent for the account of
each Lender which executes and delivers the counterpart of this Amendment to the
Administrative  Agent on or prior to 5:00 p.m.  (New York time) on  October  28,
1999, an amendment  fee equal to 0.20% of the sum of such  Lender's  outstanding
(x) Term  Loans  (using the  Dollar  Equivalent  thereof in the case of any Term
Loans denominated in a currency other than Dollars) and (y) Total Revolving Loan
Commitment, in each case on the Third Amendment Effective Date.



<PAGE>




            2. In order to induce the Lenders to enter into this Amendment, each
Borrower  hereby  represents  and  warrants  that  (i) the  representations  and
warranties  contained in Section 7 of the Credit  Agreement are true and correct
in all material  respects on and as of the Third  Amendment  Effective Date both
before and after giving effect to this Amendment (it being understood and agreed
that, as to any  representation  or warranty  which by its terms is made as of a
specified date, each Borrower  represents and warrants that such  representation
and  warranty  is true and  correct  in all  material  respects  only as of such
specified  date) and (ii)  there  exists no  Default  or Event of Default on the
Third  Amendment  Effective  Date both  before and after  giving  effect to this
Amendment.

            3. This Amendment is limited as specified and shall not constitute a
modification,  acceptance  or  waiver  of any  other  provision  of  the  Credit
Agreement or any other Credit Document.

            4. This Amendment may be executed in any number of counterparts  and
by the  different  parties  hereto  on  separate  counterparts,  each  of  which
counterparts when executed and delivered shall be an original,  but all of which
shall  together  constitute  one and the  same  instrument.  A  complete  set of
counterparts  shall be  lodged  with the U.S.  Borrower  and the  Administrative
Agent.

            5. THIS  AMENDMENT  AND THE RIGHTS AND  OBLIGATIONS  OF THE  PARTIES
HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

            6. From and after the Third Amendment Effective Date, all references
in the  Credit  Agreement  and in  the  other  Credit  Documents  to the  Credit
Agreement  shall be deemed to be references to the Credit  Agreement as modified
hereby.

                                           * * *

* Omitted and filed  separately  with the Commission  pursuant to a Confidential
Treatment Request.

<PAGE>



            IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  their duly
authorized  officers to execute and deliver this  Amendment as of the date first
above written.

                                       ALLIANCE GAMING CORPORATION



                                       By
                                          Name:
                                          Title:


                                       BALLY WULFF VERTRIEBS GMBH



                                       By_______________________________
                                          Name:
                                          Title:


                                       BALLY WULFF AUTOMATEN GMBH



                                       By_______________________________
                                          Name:
                                          Title:


                                       CREDIT SUISSE FIRST BOSTON,
                                         Individually and as Administrative
                                         Agent



                                       By_______________________________
                                          Name:
                                          Title:


                                       By_______________________________
                                          Name:
                                          Title:


                                       THE BANK OF NOVA SCOTIA



                                       By_______________________________
                                          Name:
                                          Title:


                                       KZH ING-1 LLC



                                       By_______________________________
                                          Name:
                                          Title:


                                       SUMITOMO BANK OF CALIFORNIA



                                       By_______________________________
                                          Name:
                                          Title:


                                       THE MITSUBISHI TRUST AND BANKING CORP.



                                       By_______________________________
                                          Name:
                                          Title:


                                       SOUTHERN PACIFIC BANK



                                       By_______________________________
                                          Name:
                                          Title:


                                       CRESCENT/MACH I PARTNERS

                                       By: TCW Asset Management Company, Its
                                           Investment Advisor



                                       By_______________________________
                                          Name:
                                          Title:


                                       MERRILL LYNCH SENIOR FLOATING RATE
                                         FUND, INC.



                                       By_______________________________
                                          Name:
                                          Title:


                                       TCW LEVERAGED INCOME TRUST, L.P.



                                       By_______________________________
                                          Name:
                                          Title:


                                       VAN KAMPEN PRIME RATE INCOME TRUST



                                       By_______________________________
                                          Name:
                                          Title:


                                       VAN KAMPEN CLO I, LIMITED

                                       By: VAN KAMPEN MANAGEMENT INC., as
                                           Collateral Manager



                                       By_______________________________
                                          Name:
                                          Title:




<PAGE>


                                      INDOSUEZ CAPITAL FUNDING III, LIMITED



                                       By:  Indosuez Capital, as Portfolio
                                         Advisor



                                       By_______________________________
                                          Name:
                                          Title:


                                       DEEPROCK & COMPANY



                                       By: Eaton Vance Management As
                                           Investment Advisor



                                       By_______________________________
                                          Name:
                                          Title:


                                       ML CLO XII PILGRIM AMERICA (Cayman)
                                           LTD.



                                       By: Pilgrim Investments, Inc. as its
                                              Investment  Manager



                                       By_______________________________
                                          Name:
                                          Title:




<PAGE>


                                       MORGAN STANLEY DEAN WITTER PRIME
                                         INCOME TRUST



                                       By_______________________________
                                          Name:
                                          Title:




<PAGE>


                                       ROYALTON COMPANY

                                       By: Pacific Investment Management
                                           Company



                                       By: PIMCO Management Inc., a general
                                           partner



                                       By_______________________________
                                          Name:  Bradley W. Paulson
                                          Title:  Vice President


                                       SENIOR DEBT PORTFOLIO

                                       By: Boston Management and Research as
                                           Investment Advisor



                                       By_______________________________
                                          Name:
                                          Title:


                                       KZH-CRESCENT CORP.



                                       By_______________________________
                                          Name:
                                          Title:


                                       PAMCO CAYMAN LTD.



                                       By_______________________________
                                          Name:
                                          Title:


                                       CYPRESSTREE INVESTMENT PARTNERS I,
                                         LTD.,

                                       By: Cypresstree Investment Management
                                           Company, Inc., as Portfolio
                                           Manager



                                       By_______________________________
                                          Name:
                                          Title:


                                       TEXAS COMMERCE BANK



                                       By_______________________________
                                          Name:
                                          Title:


                                       ARCHIMEDES FUNDING, L.L.C.



                                       By: ING Capital Advisors, Inc., as
                                           Collateral Manager



                                       By_______________________________
                                          Name:
                                          Title:


                                      GENERAL ELECTRIC CAPITAL CORPORATION



                                       By:______________________________
                                          Name:
                                          Title:
                                       ROYALTON COMPANY

                                       By:Pacific Investment Management Company

                                       By:PIMCO Management Inc., a general
                                          partner

                                       By:______________________________
                                          Name:
                                          Title:



                                       CAPTIVA  III  FINANCE  LTD.,  as  advised
                                          by Pacific Investment Management
                                          Company

                                       By:______________________________
                                          Name:
                                          Title:


                                       MASSMUTUAL HIGH YIELD
                                           PARTNERS I, LLC

                                       By: HYP Management, Inc., as Managing
                                           Member

                                       By:_____________________________
                                          Name:
                                          Title:


                                          Its:


                                       CALIFORNIA BANK & TRUST

                                       By:_____________________________
                                          Name:
                                          Title: