**Exhibit 10.96**

 
| APN: 179-17-303-010                         |                             |
|---------------------------------------------|----------------------------------|
|                                        |                             |
| RECORDING REQUESTED BY, AND                 | Receipt/Conformed Copy           |
| WHEN RECORDED RETURN TO:                    | Requestor:                       |
|                                        | CHICAGO TITLE                    |
| Sheppard, Mullin, Richter & Hampton LLP | 01/31/2005 12:36:32 T20050019121 |
| 333 South Hope Street, 48th Floor           | Book/Instr: 20050131-0002388     |
| Los Angeles, California 90071               | Trust Deed                       | Page Count: 8 |
| Attention: Sylvia D. Lautsch, Esq.          | Fees: $21.00                     | N/C Fee: $25.00 |
|                                        |                             |
| Mail Property Tax Statements to:            | Frances Deane                    |
|                                        | Clark County Recorder            |
| c/o Herbst Gaming, Inc.                     |                             |
| 5195 Las Vegas Boulevard                    |                             |
| Las Vegas, Nevada 89119                     |                             |
| Attention: M. Higgins                       |                             |

 

**FIRSTAMENDMENT TO DEED OF TRUST WITH**

 

**ASSIGNMENTOF RENTS, SECURITY AGREEMENT AND FIXTURE FILING**

 

This First Amendment to Deed of Trust with Assignmentof Rents, Security Agreement and Fixture Filing, dated as of January 31,2005 (“Amendment”), is by and between MARKET GAMING, INC., a Nevada corporation(“Trustor”), and BANK OF AMERICA, N.A., a national banking association (“Bankof America”), as Administrative Agent for itself and the Lenders, hereinafterdefined.  Bank of America, in itscapacity as such Administrative Agent, is referred to herein as “Beneficiary.”

 

For valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto hereby agreeas follows:

 

1.                                       Recitals and Certain Definitions.

 

1.1                                 This Amendment is a first amendment tothat certain Deed of Trust with Assignment of Rents, Security Agreement andFixture Filing dated June 10, 2004 (the “Deed of Trust”), executed byTrustor, as trustor, for the benefit of Bank of America as Administrative Agentfor certain lenders, as beneficiary.  TheDeed of Trust was recorded on June 17, 2004, in Book No. 20040617 asInstrument No. 0004769 in the Official Records of Clark County, Nevada (the “OfficialRecords”).

 

1.2                                 This Amendment is entered into:

 

(a)                                  with reference to that certain CreditAgreement dated as of June 10, 2004 (“Original Credit Agreement”), amongHerbst Gaming, Inc., a Nevada corporation (“Borrower”), the lenders partythereto (“Original Lenders”) and Bank of America as Administrative Agent forthe Original Lenders;

 

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(b)                                 with reference to that certain Amendedand Restated Credit Agreement, dated as of October 8, 2004 by and among Borrower,Bank of America as Administrative Agent, and the other lender parties(collectively, “Lenders”) thereto (“Credit Agreement”), which Credit Agreementamended and restated in its entirety the Original Credit Agreement, and whichprovided for the extension of Revolving Loans to the Borrower in the aggregateprincipal amount of $175,000,000, and for the extension of Term Loans to theBorrower under certain circumstances;

 

(c)                                  with reference to that certain TermJoinder Agreement dated concurrently herewith by and among Borrower, Bank ofAmerica as Administrative Agent and the other Lenders, which amends the CreditAgreement by providing for the extension of Term Loans to the Borrower in theaggregate principal amount of $100,000,000; and

 

(d)                                 with reference to certain other documentsof even date herewith which constitute “Loan Documents” as defined in theCredit Agreement. This Amendment and the Credit Agreement, together with theother Loan Documents being executed substantially concurrently herewith, arecollectively referred to herein as the “Modification Documents”.

 

1.3                                 The Modification Documents modifyobligations that are presently secured by the Deed of Trust, including, withoutlimitation, certain obligations under the Original Credit Agreement evidencedby the Notes, a note evidencing the Swing Line Loan and the Secured SwapContracts. Such modifications include, without limitation, (i) the conversionof certain existing term loans under the Original Credit Agreement to revolvingcredit facilities, (ii) the increase in certain existing Revolving Commitmentsunder the Original Credit Agreement to $175,000,000, and (iii), subject to thesatisfaction of certain conditions, the extension of new Term Loans in anaggregate principal amount not to exceed $100,000,000.

 

1.4                                 Any capitalized term used and nototherwise defined herein (A) shall have the meaning given to such term in theDeed of Trust, or (B) if not defined in the Deed of Trust, shall have themeaning given to such term in the Credit Agreement.

 

2.                                       Secured Obligations Under Deed of Trust.

 

2.1                                 Section 1.2.1 of the Deed of Trustis hereby amended in its entirety to read as follows:

 

“1.2.1                  Trustor makes the grant, bargain, conveyance, sale, transfer andassignment set forth in Section 1.1 and grants the security interest setforth in Article 3 for the purpose of securing the following obligations(collectively, the “Secured Obligations”) in any order of priority thatBeneficiary may choose:

 

(a)                                  Except as specified in Section 1.2.2below, the payment and performance of each obligation of Trustor pursuant tothat certain Guaranty (as amended as of the date hereof, the “Guaranty”) dated June 10,2004, entered into by Trustor in favor of Beneficiary pursuant to thatInstrument of Joinder to Guaranty

 

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dated as of October 8, 2004.  The Guaranty has been entered into by Trustorto, among other things, guaranty the payment and performance of all obligationsof Borrower to Beneficiary under the Credit Agreement and all related LoanDocuments, pursuant to which the Lenders have extended or have agreed to extendto the Borrower certain secured revolving and term credit facilities, presentlyin the aggregate principal amount of $275,000,000 (the “Commitment”),including, but not limited to the payments of all amounts owing under the SwingLine Loan, the payment of all amounts owing with respect to the Letters ofCredit, including without limitation unreimbursed drawings and obligations tofurnish cash collateral as provided in the Credit Agreement, and the payment ofall amounts owing under any and all Secured Swap Contracts entered into by theBorrower with any Lender or Affiliate thereof;

 

(b)                                 The payment and performance of all futureadvances and other obligations that Trustor or any other person may owe toBeneficiary and/or any Lender (whether as principal, surety or guarantor), whena writing evidences Trustor’s and Beneficiary’s agreement that such advances orobligations be secured by this Deed of Trust;

 

(c)                                  The payment and performance of allobligations of Trustor under this Deed of Trust; and

 

(d)                                 The payment and performance of allmodifications, amendments, extensions and renewals, however evidenced, of anyof the Secured Obligations described in clause (a), (b) or (c) above.”

 

3.                                       Certain Global Changes to References. All references in the Deed of Trust to the “Credit Agreement” shall meanand refer to the Credit Agreement, as amended and restated.  All references in the Deed of Trust to the “Notes”shall mean and refer to the Notes, as defined in the Credit Agreement.  All references in the Deed of Trust to the “Deedof Trust” shall mean and refer to the Deed of Trust as amended hereby.

 

4.                                       Notices to Beneficiary. For purposes of Sections 4 and 9.11 of the Deed of Trust, Beneficiary’snotice address is hereby amended as follows:

 
| Bank of America, N.A.    |
|--------------------------|
| Mail Code: TX1-492-14-11 |
| Bank of America Plaza    |
| 901 Main St., 14th Floor |
| Dallas, TX 75202-3714    |
| Attention:               | Chris M. Levine, Assistant Vice President |
|                     | Agency Management Officer II |
|                     | GCIB Agency Management Central I |

 

5.                                       No Other Amendment. Except as expressly modified hereby, the Deed of Trust remains in fullforce and effect.

 

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6.                                       Miscellaneous. This Amendment shall bind, and shall inure to the benefit of, thesuccessors and assigns of the parties. This document may be executed in counterparts with the same force andeffect as if the parties had executed one instrument, and each such counterpartshall constitute an original hereof. This Amendment shall be governed by and construed in accordance with thelaws of the State of Nevada.

 

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IN WITNESS WHEREOF, Trustor and Beneficiary havecaused this Amendment to be duly executed as of the date first written above.

 
|   | “Trustor”:  |
|--------|-----------------------|
|   |                  |
|   | MARKET  GAMING, INC., |
|   | a Nevada  corporation |
|   |                  |
|   |                  |
|   | By:                   | /s/ Edward  Herbst |   |
|   | Name:                 | Edward  Herbst |   |
|   | Its:                  | President |   |

 

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|   | “Beneficiary”: |
|--------|--------------------------|
|   |                     |
|   | BANK OF  AMERICA, N.A.,  |
|   | as  Administrative Agent |
|   |                     |
|   |                     |
|   | By:                      | /s/ Chris M.  Levine |   |
|   | Name:                    | Chris M.  Levine |   |
|   | Its:                     | Assistant  Vice President |   |

 

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| ACKNOWLEDGMENTS                          |   |   |   |   |   |
|------------------------------------------|--------|--------|--------|--------|--------|
|                                     |   |   |   |   |   |
| STATE OF Nevada                          |   | )      |   |   |   |
|                                     |   | ) ss   |   |   |   |
| COUNTY OF Clark    ) |   |   |   |   |

 

This instrument was acknowledged before me on Jan 25, 2005 by EdwardHerbst as President of MARKET GAMING, INC., a Nevada corporation.

 
| [Seal] |                            |
|--------|---------------------------------|
|   |                            |
|   | /s/ Jenifer  E. Cannon          |   |
|   | (signature of notarial officer) |   |
|   | Notary Public                   |   |
|   | (Title and rank)                |   |
|   |                            |   |
|   | My  commission expires:         | 1/17/07 |   |
|        |                                 |  |  |

 

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|                                      |
|-------------------------------------------|
| ACKNOWLEDGMENTS                           |   |   |
|                                      |   |   |
| STATE OF Texas                            |   | ) |
|                                      |   | ) ss |
| COUNTY OF Dallas    ) |   |

 

This instrument was acknowledged before me on Jan. 25, 2005 by Chris M.Levine as A.V.P. of Bank of America, N.A., a national banking association.

 
| [Seal] |                            |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | /s/ Patricia  A. Tomek          |   |
|   | (signature of notarial officer) |
|   | Sr. Risk  Control Specialist    |   |
|   | (Title and rank)                |
|   |                            |
|   | My  commission expires:         | 11-25-05 |   |
|        |                                 |  |  |  |

 

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