Exhibit 10.77


 


FORM OF SWING LINE NOTE


 


	
  $          

  	
   

  	
   

  	
  June 10, 2004

  



 


FOR VALUE RECEIVED, the undersigned promises to pay to
the order of
                                                 (the “Lender”), the principal amount of
                                                 
($                  ),
or such lesser aggregate amount of Swing Line Loans as may be made under the
Credit Agreement hereinafter described, payable as hereinafter set forth. It is
acknowledged that the undersigned will not be requesting Swing Line Loans on
the Closing Date, and that the undersigned will have no liability under this
Note if no Swing Line Loans are later made. The undersigned promises to pay
interest on the principal amount hereof remaining unpaid from time to time from
the date hereon until the date of payment in full, payable as hereinafter set
forth.


 


Reference is made to the Credit Agreement of even date
herewith among the undersigned, as Borrower, the Lenders party thereto and
                                 ,
as Administrative Agent for the Lenders (as the same may be amended, renewed,
extended 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 Swing Line Loans referred to in the Credit Agreement, and the Lender
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 Swing
Line 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 Swing Line Loan hereunder from the date thereof
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 and
before and after maturity and 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 rate set forth in Section 2.11
of the Credit Agreement, to the fullest extent permitted by applicable Law.


 


The amount of each payment hereunder shall be made to
the Administrative Agent at the Administrative Agent’s Office for the account
of the Lender in immediately available funds not later than 2:00 p.m.
(California local time) on the day of payment (which must be a Business
Day).  All payments received after 2:00
p.m. (California local time) 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.


 


The Lender shall use its best efforts to keep a record
(which may be in electronic or other intangible form) of Swing Line Loans made
by it and payments of principal received by it with respect to this Swing Line
Note, and such record shall be presumptive evidence of the amounts owing under
this Swing Line 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


 


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(including allocated costs of
legal counsel employed by the Administrative Agent or the holder), whether or
not an action is filed in connection therewith.


 


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.


 


The undersigned represents, warrants and acknowledges
that the transaction of which this Swing Line Note is a part is a commercial
transaction and not a consumer transaction. 
Monies now or in the future to be advanced to or on behalf of the undersigned
are not and will not be used for personal, family or household purposes.


 


This Swing Line Note shall be delivered to and
accepted by the Swing Line Lender, 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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SCHEDULE OF SWING LINE LOANS AND

PAYMENTS OF PRINCIPAL


 


 


	
  Date

  	
   

  	
  Amount

  of Advance

  	
   

  	
  Amount of

  Principal

  Paid

  	
   

  	
  Unpaid

  Principal

  Balance

  	
   

  	
  Notation

  Made by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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