**Exhibit 10.50**

**AMENDMENT NO. 1**

**(First Lien Credit Agreement)**

This Amendment No. 1, dated as of August 10, 2009 (this “Amendment”), to that certain First LienCredit Agreement, dated as of June 14, 2007 (the “Credit Agreement”), among GOLDEN NUGGET, INC., a Nevada corporation (the “Borrower”), LANDRY’S RESTAURANTS, INC. (the “Parent”) solelywith respect to the Parent’s obligation pursuant to Section 6.04 of the Credit Agreement, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), WACHOVIA BANK,NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Bank and Issuing Bank, BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO FOOTHILL, INC., as Documentation Agent and WELLS FARGO SECURITIES, LLC (formerly WachoviaCapital Markets, LLC), as Sole Arranger and Sole Bookrunner, is entered into among the Borrower, Parent, the Administrative Agent and the Lenders party hereto. Capitalized terms used herein but not defined herein are used as defined in the CreditAgreement. 

W I T N E S S E T H: 

WHEREAS, the Borrower, the Parent solely with respect to its obligations under Section 6.04 of the Credit Agreement, the Administrative Agent, the Lenders and other parties thereto are parties to theCredit Agreement; and 

WHEREAS, the Borrower has requested that certain amendments be made to the Credit Agreement as setforth herein; 

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth andother good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree asfollows: 

**SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.**

Effective as of the First Amendment Effective Date (as defined in *Section 2*below) and subject to the satisfaction (or due waiver) of the conditions set forth in *Section 3 (ConditionsPrecedent)*hereof, the Credit Agreement is hereby amended as follows: 

1.1 The definition of “Consolidated NetIncome” and “Consolidated Net Loss” in *Section 1.01 (Defined Terms)*of the Credit Agreement is hereby amended by adding the following sentence at the end of such definition: 

“Notwithstanding anything contained herein or in any Second Lien Loan Document, Consolidated Net Income shall notinclude any amounts (cash or non-cash) resulting from the cancellation of indebtedness or similar treatment in connection with any Second Lien Voluntary Purchase (as defined in the Second Lien Credit Agreement).” 

**SECTION 2. CONDITIONS PRECEDENT**

This Amendment shall become effective as of the date (the “First Amendment Effective Date”) on which each of the followingconditions precedent shall have been satisfied or duly waived: 

2.1 **Certain Documents.**The Administrative Agentshall have received each of the following, in form and substance satisfactory to the Administrative Agent: 

(a)this Amendment, duly executed by the Borrower, on behalf of itself and each other Loan Party, and the Administrative Agent and the Requisite Lenders; and 

(b) such additional documentation related to this Amendment as the Administrative Agent may reasonably require. 

2.2 **Payment of Costs and Expenses.**The Administrative Agent shall have received all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses ofcounsel for the Administrative Agent) in connection with this Amendment, the Credit Agreement and each other Loan Document, as required by Section 4.1 hereof. 

2.3 **Representations and Warranties.**Each of the representations and warranties contained in Section 3 below shall be true and correct. 

**SECTION 3. REPRESENTATIONS AND WARRANTIES**

The Borrower, on behalf of itself and each Loan Party, hereby represents and warrants to the Administrative Agent and each Lender, with respect to all Loan Parties, and, solely with respect toSection 3.2 as to Parent, Parent represents and warrants to the Administrative Agent, as follows: 

3.1**Incorporation of Representations and Warranties from Credit Agreement.**After giving effect to this Amendment, each of the representations and warranties in the Credit Agreement and in the other Loan Documents are correct in allmaterial respects as though made on and as of the date hereof, other than any such representations and warranties that by their express terms, refer to a specific date. 

3.2 **Corporate Power and Authority.**Parent and each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment, this Amendment has beenduly executed and delivered by Parent and each Loan Party, and this Amendment is the legal, valid and binding obligation of Parent and each Loan Party, enforceable against it in accordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. 

 

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3.3 **Absence of Default.**At the time of and as a result of giving effect tothis Amendment, no Default or Event of Default has occurred and is continuing. 

**SECTION 4. MISCELLANEOUS**

4.1 **Costs and Expenses.**The Borrower agrees to reimburse the Administrative Agent for its costs and expenses in connection withthis Amendment (and any other Loan Documents delivered in connection herewith) as provided in Section 2.2 hereof and Section 8.04 of the Credit Agreement. 

4.2 **Reference to and Effect on the Loan Documents.**

(a) As of the Effective Date, each reference in the Credit Agreement and the other Loan Documents to *“this Agreement,” “hereunder,” “hereof,” “herein,”*or words of like import, and eachreference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like *“thereunder”, “thereof”*and words of like import), shall mean and be a reference to the Credit Agreementas amended and as waived hereby with respect to the certain requirements outlined above, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. 

(b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documentsare and shall remain in full force and effect and are hereby ratified and confirmed. 

(c) The execution,delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, or constitute awaiver or amendment of any other provision of the Credit Agreement or any Loan Document (as amended hereby) except as and to the extent expressly set forth herein. 

(d) The Borrower and (by its acknowledgement hereof as set forth on the signature pages hereto) each other Loan Party, herebyconfirms that the guaranties, security interests and liens granted pursuant to the Loan Documents continue to guarantee and secure the Obligations as set forth in the Loan Documents and that such guaranties, security interests and liens remain infull force and effect. 

4.3 **Counterparts.**This Amendment may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Receipt by the Administrative Agent of a facsimile copyof an executed signature page hereof shall constitute receipt by the Administrative Agents of an executed counterpart of this Amendment. 

4.4 **Governing Law**. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with, the laws of the State of New York. 

 

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4.5 **Loan Document and Integration**. This Amendment is a Loan Document, andtogether with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

4.6 **Headings.**Section headings contained in this Amendment are included herein for convenience of referenceonly and shall not constitute a part of this Amendment for any other purposes. 

4.7 **Waiver of Jury Trial.**EACHOF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT. 

[Signature Pages Follow] 

 

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**IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be executed bytheir respective officers and members thereunto duly authorized, as of the date indicated above. 

 
GOLDEN NUGGET, INC.By: /s/ Rick H. Liem Name: Rick H. Liem Title: VPLANDRY’S RESTAURANTS, INC.By: /s/ Steven L. Scheinthal Name: Steven L. Scheinthal Title:   EVP & GC
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and LenderBy: /s/ Reginald T. Dawson Name: Reginald T. Dawson Title:   Managing Director
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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Wells Fargo Foothill, Inc., as LenderBy: /s/ Steve Scott Name: Steve Scott Title:   VP
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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Natixis, as LenderBy: /s/ John-Charles van Essche Name: John-Charles van Essche Title:   Managing Director
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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Z Capital Special Situations Fund Holdings, L.L.C as LenderBy: /s/ James J. Zenn Name: James J. Zenn Title: President of Z Capital Partners L.L.C. and Managing Member of Z Capital Special Situations Fund Holdings 1, L.L.C.
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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Golub Capital Partners Funding 2007-1 Ltd., as LenderBy: /s/ David B. Golub Name: David B. Golub Title: Designated Signatory
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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Foothill CLO I, Ltd.By: The Foothill Group Inc., as attorney-in-fact as LenderBy: /s/ Michael Bohannon Name: Michael Bohannon Title:   Managing Member
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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        The Foothill Group, Inc., as LenderBy: /s/ Michael Bohannon Name: Michael Bohannon Title:   S.V.P.
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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**Copper River CLO LTD.**By: Guggenheim Investment Management, LLC, its Collateral ManagerBy: /s/ Michael Damaso Name: Michael Damaso Title:   Senior Managing Director**1888 FUND LTD.**By: Guggenheim Investment Management, LLC, its Collateral ManagerBy: /s/ Michael Damaso Name: Michael Damaso Title:   Senior Managing Director**CLC LEVERAGED LOAN TRUST**By: Challenger Life Nominees PTY Limited as TrusteeBy: Guggenheim Investment Management, LLC, its ManagerBy: /s/ Michael Damaso Name: Michael Damaso Title:   Senior Managing Director
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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Golub Capital Management CLO 2007-1 Ltd., as LenderBy: /s/ Michael C. Lochrke Name: Michael C. Lochrke Title:   Designated Signatory
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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Golub Capital Senior Loan Opportunity Fund, Ltd., as LenderBy: /s/ Michael C. Loehrke Name: Michael C. Loehrke Title: Designated Signatory
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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**Grand Central Asset Trust, CAMERON I Series, as Lender**By: /s/ Adam Jacobs Name: Adam Jacobs Title: Attorney-in-Fact
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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[                                                ], as LenderBy:   Name: Title:
 
**Flagship CLO V**
By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Assets Management,Inc.)

    As Collateral Manager
By: /s/ Eric S. Meyer Eric S. Meyer, Managing DirectorBy: /s/ Shameem R. Kathiwalla Name: Shameem R. Kathiwalla Title:   Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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[                                                ], as LenderBy:   Name: Title:
 
**Flagship CLO V I**By: Deutsche Investment Management Americas, Inc. As Collateral ManagerBy: /s/ Eric S. Meyer Eric S. Meyer, Managing DirectorBy: /s/ Shameem R. Kathiwalla Name: Shameem R. Kathiwalla Title:   Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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[                                                ], as LenderBy:   Name: Title:
 
**Flagship CLO III**By: 
Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.)

As Sub-Adviser
By: /s/ Eric S. Meyer Eric S. Meyer, Managing DirectorBy: /s/ Shameem R. Kathiwalla Name: Shameem R. Kathiwalla Title:   Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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[                                                ], as LenderBy:   Name: Title:
 
**Flagship CLO IV**By: 
Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.)

As Sub-Adviser
By: /s/ Eric S. Meyer Eric S. Meyer, Managing DirectorBy: /s/ Shameem R. Kathiwalla Name: Shameem R. Kathiwalla Title:   Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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Galaxy V CLO, Ltd.,By: AIG Global Investment Corp.Its Collateral Manager, as LenderAmerican International Group, Inc.By: AIG Global Investment Corp.Its Investment Adviser, as LenderSunAmerica Senior Floating Rate Fund, Inc.By: AIG Global Investment Corp.Investment Sub-Adviser, as LenderBy: /s/ Steven S. OhName: Steven S. OhTitle: Managing Director
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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PPM SHADOW CREEK FUNDING LLC, as LenderBy: /s/ Tara E. KennyName: Tara E. KennyTitle: Assistant Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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**ATLANTIS FUNDING LTD.**
By:   INVESCO Senior Secured Management, Inc.

         As Collateral Manager
By: /s/ Thomas Ewald Name: Thomas Ewald Title: Authorized Signatory
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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**Grand Central Asset Trust, KIL Series,**as Lender****By: /s/ Adam Jacobs Name: Adam Jacobs Title: Attorney-in-Fact
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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SIERRA CLO II, as LenderBy: /s/ John M. CasparianName: John M. CasparianTitle: Co-President Churchill Pacific Asset Management LLC
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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SAN GABRIEL CLO II, as LenderBy: /s/ John M. CasparianName: John M. CasparianTitle: Co-President Churchill Pacific Asset Management LLC
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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SHASTA CLO I, as LenderBy: /s/ John M. CasparianName: John M. CasparianTitle: Co-President Churchill Pacific Asset Management LLC
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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PPM MONARCH BAY FUNDING LLC, as LenderBy: /s/ Tara E. KennyName: Tara E. KennyTitle: Assistant Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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Clydesdale CLO 2007, Ltd., as LenderBy: /s/ Robert HoffmanName: Robert HoffmanTitle: Executive Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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[Illegible], as LenderBy: /s/ Robert HoffmanName: Robert HoffmanTitle: Executive Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT ADVISER
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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BlackRock Floating Rate Income Trust

BlackRock Senior Income Series

BlackRock Senior Income Series II

BlackRock Senior income Series IV

BlackRock SeniorIncome Series V Limited

Magnetite V CLO, Limited, as Lender
By: /s/ AnnMarie SmithName: AnnMarie SmithTitle: Authorized Signatory
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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The Hartford Mutual Funds, Inc., on behalf ofThe Hartford Floating Rate Fund By Hartford Investment Management, as Lender Company, its Sub-advisor   By: /s/ Francesco Ossino  Name: Francesco Ossino  Title: Senior Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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As Lenders,Arkansas Public Employees Retirement SystemMacKay Short Duration Alpha FundNew York Life Insurance Company (Guaranteed Products)New York Life Insurance Company, GP - Portable AlphaMacKay Shields Core Plus Alpha Fund Ltd.By: MacKay Shields LLC, as investment adviser and not individuallyBy: /s/ Dan Roberts Dan RobertsTitle: Sr. Managing Director
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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MSIM Peconio Bay, Ltd.
By: Morgan Stanley Investment Management Inc.

as Collateral Manager, as Lender
By: /s/ Ryan KommersName: Ryan KommersTitle: Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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VAN KAMPEN

DynamicCredit Opportunities Fund

By: Van Kampen Asset Management, as Lender
        By: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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**Morgan Stanley Prime Income Trust**, as Lender****        By: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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**Morgan Stanley Investment**

**Management Croton, Ltd.**

**By: Morgan Stanley Investment Management Inc.**

**as Collateral Manager**, as Lender****
        By: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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QUALCOMM Global Trading, Inc.

By: Morgan Stanley Investment

Management Inc. as Investment Manager, asLender
        By: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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**Zodiac Fund – Morgan Stanley US**

**Senior Loan Fund**

By: Morgan Stanley Investment Management Inc. as

Investment Manager, as Lender
        By: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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**VAN KAMPEN**

**SENIOR LOAN FUND**

**By: Van Kampen Asset Management**, as Lender****
        By: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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**VAN KAMPEN**

**SENIOR INCOME TRUST**

**By: Van Kampen Asset Management**, as Lender****
        By: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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San Joaquin County Employees’ Retirement Association, as Lender        By: /s/ Beth Semmel Name: Beth Semmel Title: Portfolio Manager
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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Loyalis Schade NV, as LenderBy: /s/ Beth Semmel Name: Beth Semmel Title: Portfolio Manager
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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Western Asset Management Company on behalf of

**Virginia Retirement System,**

**Western Asset Floating Rate High Income**

**Fund, LLC,**

**Legg Mason Partners Adjustable Rate**

**Income Fund,**

**Legg Mason Partners Capital and Income**

**Fund,**

**John Hancock Trust Floating Rate Income**

**Trust,**

**John Hancock Fund II Floating Rate**

**Income Fund,**

**MT. WILSON CLO, LTD. and**

**MT. WILSON CLO II, LTD.,**as a Lender****
By: /s/ Chloé M. PageName: Chloé M. PageTitle: Authorized Signatory
 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

ING Investment Management Co., as LenderBy: /s/ Jason Esplin Name: Jason Esplin Title: Assistant Vice PresidentFor the Following Funds:
ING Investment Management CLO I, LTD.

 

ING Investment Management CLO II, LTD.

 

ING Investment Management CLO III, LTD.

 

ING Investment Management CLO IV, LTD.

 

ING Investment Management CLO V, LTD

 

ING International II Senior Bank Loans Euro

 

ING International (II) Senior Bank Loans USD

 

ING Prime Rate Trust

 

ING Senior Income Fund

 

AMENDMENT NUMBER ONETO FIRSTLIEN CREDIT AGREEMENT

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