Exhibit
10.76


 


FORM
OF TERM NOTE


 


	
  $               

  	
   

  	
   

  	
  June 10, 2004

  



 


 


FOR VALUE RECEIVED, the undersigned promises to pay
to the order of
                  
                     
(the “Term Lender”), the principal amount of
                                                    
($                    )
made by the Term Lender with respect to the Term Commitments under the Credit
Agreement referred to below, together with interest on the principal amount of
each Term Loan made hereunder and remaining unpaid from time to time from the
date of each such Term Loan until the date of payment in full, payable as
hereinafter set forth.


 


Reference is made to the Credit Agreement dated as
of June 10, 2004, by and among the undersigned, as Borrower, the Lenders which
are parties thereto from time to time and
                       ,
           as Administrative
Agent (“Administrative Agent”) (as amended, extended, renewed, supplemented or
otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement and
not otherwise defined herein are used herein with the meanings given those
terms in the Credit Agreement.  This is
one of the Term Notes referred to in the Credit Agreement, and any holder hereof
is entitled to all of the rights, remedies, benefits and privileges provided
for in the Credit Agreement as originally executed or as it may from time to
time be supplemented, modified or amended. 
The Credit Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
upon the terms and conditions therein specified.


 


The principal indebtedness evidenced by this Term
Note shall be payable as provided in the Credit Agreement and in any event on
the Maturity Date.


 


Interest shall be payable on the outstanding daily
unpaid principal amount of each Term Loan from the date of each such Term Loan
until payment in full and shall accrue and be payable at the rates and on the
dates set forth in the Credit Agreement both before and after Default, before
and after maturity, before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law, with interest on
overdue principal and interest to bear interest at the Default Rate set forth
in Section 2.11 of the Credit Agreement, to the fullest extent permitted
by applicable Law.


 


Each payment hereunder shall be made to the
Administrative Agent at the Administrative Agent’s Office for the account of
the Term Lender in immediately available funds not later than 2:00 p.m. on
the day of payment (which must be a Business Day).  All payments received after 2:00 p.m. on any particular
Business Day shall be deemed received on the next succeeding Business Day.  All payments shall be made in lawful money
of the United States of America without setoff, counterclaim, recoupment or
deduction of any kind.


 


The Term Lender shall use its best efforts to keep a
record of Term Loans made by it and payments received by it with respect to
this Term Note, and such record shall, as against Borrower, be presumptive
evidence of the amounts owing under this Term Note.


 


The undersigned hereby promises to pay all costs and
expenses of any rightful holder hereof incurred in collecting the undersigned’s
obligations hereunder or in enforcing or attempting to enforce any of such
holder’s rights hereunder, including reasonable attorneys’ fees and
disbursements, whether or not an action is filed in connection therewith.


 


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The undersigned hereby waives presentment, demand
for payment, dishonor, notice of dishonor, protest, notice of protest and any
other notice or formality, to the fullest extent permitted by applicable Laws.


 


This Term Note shall be delivered to and accepted by
the Term Lender, or by the Administrative Agent on its behalf, in the State of
Nevada, and shall be governed by, and construed and enforced in accordance
with, the local Laws thereof.


 


	
   

  	
  HERBST
  GAMING, INC.,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


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