<PAGE>

                                                                 EXHIBIT 10.34

                   SECOND AMENDMENT TO AMENDED AND RESTATED
                         LOAN AND SECURITY AGREEMENT

          THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT ("Amendment") is made and entered into this 9th day of February, 1998,
by and between BWBH, Inc., a Delaware corporation, BWCC, INC., a Delaware
corporation, MILLSITE 27, INC., a Delaware corporation, SILVER HAWK CASINO,
INC., a Delaware corporation, each with its chief executive office located at
12596 West Bayaud Avenue, Suite 450, Lakewood, Colorado 80228 (individually and
collectively, jointly and severally, "Borrower" or "Borrowers") and FOOTHILL
CAPITAL CORPORATION, a California corporatio, with a place of business located
at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025-3333
("Foothill"), and is made with reference to the following facts:

                              W I T N E S S E T H:

     WHEREAS, on or about November 1, 1995, Foothill and the above referenced
Borrowers entered into that certain Loan and Security Agreement which provided
for borrowings from time to time and pledges of various security interests to
secure the repayments of such borrowings, all on the terms and conditions set
forth therein, which such Loan and Security Agreement was amended by that
certain Amendment Number One dated December 4, 1995, that certain Amendment
Number Two dated January 24, 1996, and that certain Amendment Number Three dated
April 11, 1996; and

                                     1
<PAGE>

     WHEREAS, pursuant to Amendment Number Three, the Loan and Security
Agreement was amended, with court approval, to permit the borrowings to be made
by each Borrower, as a debtor-in-possession; and

     WHEREAS, pursuant to court order, Plans of Reorganization were confirmed,
and those Borrowers which were subject to bankruptcy proceedings became re-
vested debtors; and

     WHEREAS, on or about June 6 and 7, 1996, Foothill and Borrowers entered
into that certain Amended and Restated Loan and Security Agreement which
provided for borrowings from time to time and pledges of various security
interests to secure the repayments of such borrowings, all on the terms and
conditions set forth therein; and

     WHEREAS, on or about September 9, 1996, Borrowers and Foothill entered into
that certain letter agreement with respect to the Amended and Restated Loan and
Security Agreement (which such Amended and Restated Loan and Security Agreement,
as amended by the terms of the letter agreement, is hereinafter referred to as
the Loan Agreement"); and

     WHEREAS, Borrowers and Foothill desire to amend the Loan Agreement on the
terms and conditions, more specifically set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:

          1.   The definition of Black Hawk Lease in Section 1.1 shall be
amended by deleting the period at the end thereof, and adding the following:

          ", and (ii) Lease ("Branecki Lease") dated July 10, 1991 by
          and between Elizabeth Branecki ("Branecki") and KDL by which
          Branecki leased to KDL the premises located at 135 Gregory
          Street, Black Hawk, Colorado, as modified by that certain
          Agreement dated March 16, 1994, whereby KDL assigned all of
          its interest in and to the Branecki Lease to Pioneer; and

                                     2
<PAGE>

          (iii) Lease dated March 15, 1994 by and between KDL and
          Pioneer by which KDL leased to Pioneer the premises located
          at 131 Gregory Street, Black Hawk, Colorado; and

          (iv) Lease ("Smith Lease") dated March 17, 1992 by and
          between Edward E. Smith and Shirley J. Smith (collectively,
          "Smith") and Wild Card Casino, Inc., a Colorado corporation
          ("Wild Card") by which Smith leased to Wild Card the
          premises located at 125 Gregory Street, Black Hawk,
          Colorado.  The Smith Lease was assigned by Wild Card to
          Pioneer Group, Ltd, a Nevada Corporation ("Pioneer Group")
          by assignment dated March 24, 1992, and further assigned by
          Pioneer Group to Pioneer by an assignment dated June 9,
          1992.  The Smith Lease was amended by: (x) that certain
          Agreement and Amendment to Lease dated June 19, 1992, (y)
          that certain Second Agreement and Amendment to Lease dated
          May 17, 1993 and (z) that certain Third Agreement and
          Amendment to Lease dated May 1, 1994; and

          (v) Agreement dated January 1, 1995 ("Secarus Agreement') by
          and between Secarus, Inc. and Pioneer, as amended, covering
          certain security and surveillance equipment.  The security
          deposit paid to Secarus, Inc. under the Secarus Agreement
          was $16,752.00.

          2.  There shall be added a new definition to Section 1.1, as follows:

          "MILLSITE CONSTRUCTION RESERVE means, as of the date of any
          determination, an amount equal to amounts claimed to be
          owing by mechanics or materialmen, which can, through the
          operation of law or the passage of time, serve as a prior
          security interest in any of the Collateral."

          3. There shall be added a new definition to Section 1.1, as follows:

          "PIONEER ASSET PURCHASE means the acquisition by BWBH, INC.
          of the "Assets" (as defined in the Pioneer Asset Purchase
          Agreement) of Pioneer Associated Limited Liability Company,
          a Nevada limited liability company ("Pioneer"), pursuant to
          the Pioneer Asset Purchase Agreement, which such assets
          concern the business operations commonly known as  "Bronco
          Billy's."

          4.  There shall be added a new definition to Section 1.1 as follows:

          "PIONEER ASSET PURCHASE AGREEMENT means that certain Asset
          Purchase Agreement dated as of December 10, 1997 originally
          entered into between Colorado Gaming & Entertainment Co., a
          Delaware corporation and Pioneer Associated Limited
          Liability Company, the rights and liabilities of Colorado
          Gaming &

                                     3
<PAGE>

          Entertainment Co. of which were transferred to BWBH, whereby
          Borrower acquires the Assets, as defined therein."

          5.   Section 2.1(a) is amended by adding the phrase "and the Millsite
Construction Reserve" at the end thereof.

          6.  Section 2.1(c) is deleted in its entirety and the following
substituted in its place and stead:

          "(c)  Pioneer Asset Purchase Facility.  An advance to
          Borrowers in an amount not to exceed Five Million Dollars
          ($5,000,000), to enable Borrower to consummate its
          obligations under the Pioneer Asset Purchase Agreement, to
          construct tenant improvements on the site which is the
          subject of the Pioneer Asset Purchase Agreement, and for no
          other purpose."

          7. Section 2.3(c) is deleted in its entirety and the following
substituted in its place and stead:

          "(c) The principal balance of the amount advanced under the
          Pioneer Asset Purchase Facility shall be repaid by
          Borrowers in equal monthly installments, amortized over a
          sixty (60) month term, commencing on the first day of the
          third full month after the advance is made and continuing on
          the first day of each month thereafter, until the sums so
          advanced are paid in full, or this Agreement is terminated
          pursuant to the terms hereof."

          8. There shall be added a new Section 6.20 as follows:

          "6.20  REGULATORY APPROVALS.  Within ninety (90) days of the
          first advance made pursuant to Section 2.1(c), Borrower
          shall obtain final gaming regulatory approvals for its
          expansion of the facilities which are the subject of the
          Black Hawk Lease."

          9.  Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Loan Agreement.

          10.   Except as expressly modified herein, the Loan Agreement remains
in full force and effect and is reaffirmed by the parties hereto.

                                     4
<PAGE>

                                        FOOTHILL CAPITAL CORPORATION,
                                        a California corporation


                                        By  /s/ J. P. VANDENBERGH
                                           -----------------------------------
                                        Title:  VICE PRESIDENT



                                        BWBH, Inc.,
                                        a Delaware corporation


                                        By  /s/ ALAN L. MAYER
                                           -----------------------------------
                                        Title:  VICE PRESIDENT AND SECRETARY


                                        BWCC, Inc.,
                                        a Delaware corporation


                                        By  /s/ ALAN L. MAYER
                                           -----------------------------------
                                        Title:  VICE PRESIDENT AND SECRETARY


                                        MILLSITE 27, INC.,
                                        a Delaware corporation


                                        By  /s/ ALAN L. MAYER
                                           -----------------------------------
                                        Title:  VICE PRESIDENT AND SECRETARY


                                        SILVER HAWK CASINO, INC.,
                                        a Delaware corporation


                                        By  /s/ ALAN L. MAYER
                                           -----------------------------------
                                        Title:  VICE PRESIDENT AND SECRETARY


                                       5