**Exhibit 10.97**

 
| APN:                                              | 162-32-101-007, 162-32-101-015,  |               |
|---------------------------------------------------|----------------------------------|--------------------|
|                                              | & 162-32-101-016             |               |
|                                              |                             |               |
| 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: 20050131-0002381     |
| 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 withAssignment of Rents, Security Agreement and Fixture Filing, dated as of January 31,2005 (“Amendment”), is by and between HERBST 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 and sufficiencyof which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1.                                       Recitals and Certain Definitions.

 

1.1                                 This Amendment is a first amendment tothat certain Leasehold Deed of Trust with Assignment of Rents, SecurityAgreement and Fixture Filing dated June 10, 2004 (the “Deed of Trust”),executed by Trustor, as trustor, for the benefit of Bank of America asAdministrative Agent for certain lenders, as beneficiary.  The Deed of Trust was recorded on June 17,2004, in Book No. 20040617 as Instrument No. 0004763 in the OfficialRecords of Clark County, Nevada (the “Official Records”).

 

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

 

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

 

(b)                                 with reference to that certain Amendedand Restated Credit Agreement, dated as of October 8, 2004 by and amongBorrower, 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) theconversion of certain existing term loans under the Original Credit Agreementto 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                                 Any capitalized term used and nototherwise defined herein (A) shall have the meaning given to such term inthe Deed of Trust, or (B) if not defined in the Deed of Trust, shall havethe meaning 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 that Beneficiarymay choose:

 

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(a)                                  Except as specified in Section 1.2.2below, the payment and performance of each obligation of Trustor, as Borrower,to Beneficiary under the Credit Agreement and all related Loan Documents,pursuant to which the Lenders have extended or have agreed to extend to theBorrower certain secured revolving and term credit facilities, presently in theaggregate principal amount of $275,000,000 (the “Commitment”), including, butnot limited to the payments of all amounts owing under the Swing Line Loan, thepayment of all amounts owing with respect to the Letters of Credit, includingwithout limitation unreimbursed drawings and obligations to furnish cashcollateral as provided in the Credit Agreement, and the payment of all amountsowing under any and all Secured Swap Contracts entered into by the Borrowerwith 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”: |
|--------|----------------------|
|   |                 |
|   | HERBST GAMING, INC., |
|   | a Nevada corporation |
|   |                 |
|   |                 |
|   | 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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| ACKNOWLEDGMENT                           |   |   |
|------------------------------------------|--------|--------|
|                                     |   |   |
| STATE OF                                 | Nevada | )      |   |   |   |
|                                     |   | ) ss   |   |   |   |
| COUNTY OF Clark    ) |   |   |   |
|                                          |        |        |  |  |  |  |  |  |

 

This instrument was acknowledged before me onJan 25, 2005 by  Edward Herbst as Presidentof HERBST 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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ACKNOWLEDGMENT

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

 

This instrument was acknowledged before me onJan. 25, 2005 by Chris M. Levine as A.V.P. of Bank of America, N.A., anational 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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