**Exhibit 10.92**

 
| APN:                                         | 162-29-401-013,  162-29-401-014,  |            |   |
|----------------------------------------------|-----------------------------------|-----------------|--------|
|                                         | & 162-29-401-016              |            |   |
|                                         |                              |            |
| 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:  20050131-0002379     |            |
| Los Angeles,  California 90071               | Trust Deed                        | Page Count:  8  |
| Attention:  Sylvia D. Lautsch, Esq.          | Fees: $21.00                      | N/C Fee:  $0.00 |
|                                         |                              |            |
| 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                       |                              |            |
|                                              |                                   |                 |        |  |

 

**FIRST AMENDMENT TO LEASEHOLD DEED OF TRUSTWITH**

 

**ASSIGNMENT OF RENTS, SECURITY AGREEMENT ANDFIXTURE FILING**

 

This First Amendment to Leasehold Deed of Trust with Assignment ofRents, Security Agreement and Fixture Filing, dated as of January 31, 2005(“Amendment”), is by and between E-T-T ENTERPRISES L.L.C., a Nevada limitedliability company (“Trustor”), and BANK OF AMERICA, N.A., a national bankingassociation (“Bank of America”), as Administrative Agent for itself and theLenders, hereinafter defined.  Bank ofAmerica, in its capacity as such Administrative Agent, is referred to herein as“Beneficiary.”

 

For valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto hereby agree as follows:

 

1.                                       Recitalsand Certain Definitions.

 

1.1                                 ThisAmendment is a first amendment to that certain Leasehold Deed of Trust withAssignment of Rents, Security Agreement and Fixture Filing dated June 10,2004 (the “Deed of Trust”), executed by Trustor, as trustor, for the benefit ofBank of America as Administrative Agent for certain lenders, asbeneficiary.  The Deed of Trust wasrecorded on June 17, 2004, in Book No. 20040617 as Instrument No. 0004761in the Official Records of Clark County, Nevada (the “Official Records”).

 

1.2                                 ThisAmendment is entered into:

 

(a)                                  with reference tothat certain Credit Agreement dated as of June 10, 2004 (“Original CreditAgreement”), among Herbst Gaming, Inc., a Nevada 

 

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corporation (“Borrower”), the lenders party thereto (“Original Lenders”)and Bank of America as Administrative Agent for the Original Lenders;

 

(b)                                 with reference to thatcertain Amended and Restated Credit Agreement, dated as of October 8, 2004by and among Borrower, Bank of America as Administrative Agent, and the otherlender parties (collectively, “Lenders”) thereto (“Credit Agreement”), whichCredit Agreement amended and restated in its entirety the Original CreditAgreement, and which provided for the extension of Revolving Loans to theBorrower in the aggregate principal amount of $175,000,000, and for theextension of Term Loans to the Borrower under certain circumstances;

 

(c)                                  with reference tothat certain Term Joinder Agreement dated concurrently herewith by and amongBorrower, Bank of America as Administrative Agent and the other Lenders, whichamends the Credit Agreement by providing for the extension of Term Loans to theBorrower in the aggregate principal amount of $100,000,000; and

 

(d)                                 with reference tocertain other documents of even date herewith which constitute “Loan Documents”as defined in the Credit Agreement. This Amendment and the Credit Agreement,together with the other Loan Documents being executed substantiallyconcurrently herewith, are collectively referred to herein as the “ModificationDocuments”.

 

1.3                                 TheModification Documents modify obligations that are presently secured by the Deedof Trust, including, without limitation, certain obligations under the OriginalCredit Agreement evidenced by the Notes, a note evidencing the Swing Line Loanand the Secured Swap Contracts. Such modifications include, without limitation,(i) the conversion of certain existing term loans under the Original CreditAgreement to revolving credit facilities, (ii) the increase in certain existingRevolving Commitments under the Original Credit Agreement to $175,000,000, and(iii), subject to the satisfaction of certain conditions, the extension of newTerm Loans in an aggregate principal amount not to exceed $100,000,000.

 

1.4                                 Anycapitalized term used and not otherwise defined herein (A) shall have themeaning given to such term in the Deed of Trust, or (B) if not defined in theDeed of Trust, shall have the meaning given to such term in the CreditAgreement.

 

2.                                       SecuredObligations Under Deed of Trust.

 

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

 

“1.2.1                  Trustor makes the grant, bargain,conveyance, sale, transfer and assignment set forth in Section 1.1 andgrants the security interest set forth in Article 3 for the purpose ofsecuring the following obligations (collectively, the “Secured Obligations”) inany order of priority that Beneficiary may choose:

 

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(a)                                  Except as specifiedin Section 1.2.2 below, the payment and performance of each obligation ofTrustor pursuant to that certain Guaranty (as amended as of the date hereof,the “Guaranty”) dated June 10, 2004, entered into by Trustor in favor ofBeneficiary pursuant to that Instrument of Joinder to Guaranty dated as of October 8,2004.  The Guaranty has been entered intoby Trustor to, among other things, guaranty the payment and performance of allobligations of Borrower to Beneficiary under the Credit Agreement and allrelated Loan Documents, pursuant to which the Lenders have extended or haveagreed to extend to the Borrower certain secured revolving and term creditfacilities, presently in 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 andperformance of all future advances and other obligations that Trustor or anyother person may owe to Beneficiary and/or any Lender (whether as principal,surety or guarantor), when a writing evidences Trustor’s and Beneficiary’sagreement that such advances or obligations be secured by this Deed of Trust;

 

(c)                                  The payment andperformance of all obligations of Trustor under this Deed of Trust; and

 

(d)                                 The payment andperformance of all modifications, amendments, extensions and renewals, howeverevidenced, of any of the Secured Obligations described in clause (a), (b) or(c) above.”

 

3.                                       CertainGlobal Changes to References.  Allreferences in the Deed of Trust to the “Credit Agreement” shall mean and referto 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.                                       Noticesto Beneficiary.  For purposes ofSections 4 and 9.11 of the Deed of Trust, Beneficiary’s notice address ishereby 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          |
|                          |                                            |  |

 

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5.                                       NoOther Amendment.  Except as expresslymodified hereby, the Deed of Trust remains in full force and effect.

 

6.                                       Miscellaneous.  This Amendment shall bind, and shall inure tothe benefit of, the successors and assigns of the parties.  This document may be executed in counterpartswith the same force and effect as if the parties had executed one instrument,and each such counterpart shall constitute an original hereof.  This Amendment shall be governed by andconstrued in accordance with the laws of the State of Nevada.

 

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IN WITNESS WHEREOF, Trustor and Beneficiary have caused this Amendmentto be duly executed as of the date first written above.

 
|   | “Trustor”:                |
|--------|-------------------------------------|
|   |                                |   |
|   | E-T-T  ENTERPRISES L.L.C.,          |
|   | a Nevada  limited liability company |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ Edward  Herbst |
|   | Name:                               | Edward  Herbst |
|   | Its:                                | Manager |
|        |                                     |  |  |

 

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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 Manager of E-T-T ENTERPRISES L.L.C., a Nevada limited liabilitycompany.

 

[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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