Exhibit 10.34


AMENDMENT NUMBER ONE

TO LOAN AND SECURITY AGREEMENT


This AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT
(this “Amendment”) is entered into as of May 17, 2004, by the
lenders identified on the signature pages hereof (the “Lenders”), WELLS FARGO FOOTHILL, INC., a California
corporation (“Agent”; and together with the Lenders, the “Lender
Group”), as the arranger and administrative agent for the Lenders, and POSTER
FINANCIAL GROUP, INC., a Nevada corporation (“Parent”), and
each of Parent’s Subsidiaries identified on the signature pages hereof (such
Subsidiaries together with Parent are referred to hereinafter each individually
as a “Borrower” and individually and collectively, jointly and
severally, as the “Borrowers”), with reference to the following:


WHEREAS, Borrowers and the Lender Group are parties to that certain Loan and
Security Agreement, dated as of January 23, 2004 (as amended, restated,
supplemented or otherwise modified from time to time, the “Loan Agreement”);


WHEREAS, Borrowers have requested that the Lender Group amend the definition
of EBITDA in the Loan Agreement and extend the delivery date for certain
monthly collateral reporting from 10 days after the month end to 15 days after
the month end; and


WHEREAS, subject to the terms and conditions set forth herein, the Lender
Group is willing to make the amendments requested by Borrowers.


NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


1.     Defined
Terms.  Capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
to them in the Loan Agreement, as amended hereby.


2.     Amendments
to Loan Agreement.


(a)           Section 1.1 of the Loan
Agreement is hereby amended by deleting the definition of “EBITDA” and
replacing it in its entirety with the following:


                “‘EBITDA’ means, with respect to any fiscal
period, Consolidated Net Income, minus
extraordinary gains and interest income, plus
(a) interest expense, income taxes and depreciation and amortization for such
period, as determined in accordance with GAAP, (b) for the fiscal year ending
2004 only, signing bonuses paid in an amount not to exceed $1,200,000, and (c)
for any fiscal period ending prior to the Closing Date only, management fees
paid to MGM Mirage during such fiscal period.”

















 


(b)           Section 6.2 of the Loan
Agreement is hereby amended by deleting such section in its entirety and
replacing it with the following:


                “6.2        Collateral
Reporting.  Provide Agent (and if so requested by Agent,
with copies for each Lender) with the following documents at the following
times in form  reasonably satisfactory
to Agent:


	
  Within 5 Business Days of any issuance or filing

  	
   

  	
  (a)   copies of each report in respect of  Borrowers’, and their respective  Subsidiaries’ businesses issued by a
  Nevada Gaming Authority or made by Borrower or any of their Subsidiaries, to
  a Nevada Gaming Authority,

  
	
   

  	
   

  	
   

  
	
  Monthly (not later than the 15th day of each month)

  	
   

  	
  (b)   a summary aging, by vendor, of Borrowers’ and
  their Subsidiaries’ accounts payable 
  and any book overdraft, 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)   a detailed report regarding Borrowers’ and their
  Subsidiaries’ cash and Cash Equivalents including an indication of which
  amounts constitute Qualified Cash, 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)   a detailed report regarding the leasing of any
  portion of the Casino or Real Property including the amount of space leased,
  the rental rate, the lease term and the proposed use for the space,

  
	
   

  	
   

  	
   

  
	
  Quarterly

  	
   

  	
  (e)   a report regarding Borrowers’ and their
  Subsidiaries’ accrued, but unpaid, ad valorem taxes;

  



 


2

















 


	
  Concurrently with the delivery to any third party but no less
  frequently than annually to Agent

  	
   

  	
  (f)   copies of all operating and capital budgets,
  bankrolls, and all other budgets, summaries of sources and uses of funds,
  projections, and financial information prepared by or on behalf of any
  Borrower (including in respect of any Casino operated by any Borrower or its
  Subsidiaries), or any of its Subsidiaries, promptly upon the preparation and
  delivery thereof by the chief financial officer of any Borrower or any of its
  Subsidiaries, and

  
	
   

  	
   

  	
   

  
	
  Upon request by Agent

  	
   

  	
  (g)   such other reports as to the Collateral or the
  financial condition of Borrowers and their Subsidiaries, as Agent may
  request.”

  



 


3.     Conditions
Precedent to Amendment. 
The satisfaction of each of the following shall constitute conditions
precedent to the effectiveness of this Amendment and each and every provision
hereof:


(a)           Agent
shall have received this Amendment, duly executed by the parties hereto, and
the same shall be in full force and effect.


(b)           Agent
shall have received a reaffirmation and consent substantially in the form
attached hereto as Exhibit A, duly executed and delivered by each Guarantor.


(c)           The
representations and warranties herein and in the Loan Agreement and the other
Loan Documents shall be true and correct in all material respects on and as of
the date hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date).


(d)           No
Default or Event of Default shall have occurred and be continuing on the date
hereof, nor shall result from the consummation of the transactions contemplated
herein.


(e)           No
injunction, writ, restraining order, or other order of any nature prohibiting,
directly or indirectly, the consummation of the transactions contemplated
herein shall have been issued and remain in force and effect by any
Governmental Authority against any Borrower, any Guarantor, Agent, or any
Lender.


4.     Release.  To the extent permitted by applicable law,
each Borrower and each Guarantor hereby waives, releases, remises and forever
discharges each member of the Lender


 


3

















 


Group,
each of their respective Affiliates, and each of their respective officers,
directors, employees, and agents (collectively, the “Released Parties”),
from any and all claims, demands, obligations, liabilities, causes of action,
damages, losses, costs and expenses of any kind or character, known or unknown,
past or present, liquidated or unliquidated, suspected or unsuspected, which
any Borrower or any Guarantor ever had, now has or might hereafter have against
any such Released Party which relates, directly or indirectly, to the Loan
Agreement or any other Loan Document, or to any acts or omissions of any such
Release with respect to the Loan Agreement or any other Loan Document, or to
the lender-borrower relationship evidenced by the Loan Documents.  As to each and every claim released
hereunder, each Borrower and each Guarantor hereby represents that it has
received the advice of legal counsel with regard to the releases contained
herein, and having been so advised, each Borrower specifically waives, to the
extent permitted by applicable law, the benefit of the provisions of Section
1542 of the Civil Code of California which provides as follows:


“A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


As to each and every
claim released hereunder, each Borrower and each Guarantor also waives the
benefit of each other similar provision of applicable federal or state law, if
any, pertaining to general releases after having been advised by its legal
counsel with respect thereto.


5.     Representation
and Warranty.  Each
Borrower represents and warrants to the Lender Group that the execution,
delivery, and performance of this Amendment and of the Loan Agreement, as
amended hereby, are within its powers, have been duly authorized by all
necessary corporate action, and are not in contravention of any law, rule, or
regulation applicable to it, or any order, judgment, decree, writ, injunction,
or award of any arbitrator, court, or Governmental Authority, or of the terms of
its Governing Documents, or of any contract or undertaking to which it is a
party or by which any of its properties may be bound or affected.


6.     Choice of
Law.  The validity of
this Amendment, its construction, interpretation and enforcement and the rights
of the parties hereunder, shall be determined under, governed by, and construed
in accordance with the laws of the State of California.


7.     Counterpart
Execution.  This
Amendment may be executed in any number of counterparts, all of which when
taken together shall constitute one and the same instrument, and any of the
parties hereto may execute this Amendment by signing any such counterpart.  Delivery of an executed counterpart of this
Amendment by telefacsimile or electronic mail shall be equally as effective as
delivery of an original executed counterpart of this Amendment.  Any party delivering an executed counterpart
of this Amendment by telefacsimile or electronic mail also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver


 


4

















 


an
original executed counterpart shall not affect the validity, enforceability and
binding effect of this Amendment.


8.     Effect on
Loan Documents.


(a)           The
Loan Agreement, as amended hereby, and each of the other Loan Documents shall
be and remain in full force and effect in accordance with their respective
terms and are hereby ratified and confirmed in all respects.  The execution, delivery, and performance of
this Amendment shall not operate, except as expressly set forth herein, as a
modification or waiver of any right, power, or remedy of Agent or any Lender
under the Loan Agreement or any other Loan Document.  The waivers, consents and modifications herein are limited to the
specifics hereof, shall not apply with respect to any facts or occurrences
other than those on which the same are based, shall not excuse future
non-compliance with the Loan Documents and shall not operate as a consent to
any further or other matter under the Loan Documents.


(b)           Upon
and after the effectiveness of this Amendment, each reference in the Loan
Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like
import referring to the Loan Agreement, and each reference in the other Loan
Documents to “the Loan Agreement”, “thereunder”, “therein”, “thereof” or words
of like import referring to the Loan Agreement, shall mean and be a reference
to the Loan Agreement as modified and amended hereby.


(c)           To
the extent that any terms and conditions in any of the Loan Documents shall
contradict or be in conflict with any terms or conditions of the Loan
Agreement, after giving effect to this Amendment, such terms and conditions are
hereby deemed modified or amended accordingly to reflect the terms and conditions
of the Loan Agreement as modified or amended hereby.


(d)           This
Amendment is a Loan Document.


9.     Entire
Agreement.  This
Amendment embodies the entire understanding and agreement between the parties
hereto with respect to the subject matter hereof and supersedes any and all
prior or contemporaneous agreements or understandings with respect to the
subject matter hereof, whether express or implied, oral or written.


[signature page
follows]


 


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IN WITNESS WHEREOF, the
parties have entered into this Amendment as of the date first above written.


	
  POSTER FINANCIAL GROUP,

  
	
  a Nevada
  corporation

  
	
   

  
	
   

  
	
  By

  	
  /s/ DAWN PRENDES

  
	
  Title: Sr. Vice
  President/CFO

  
	
   

  
	
   

  
	
   

  
	
  GNL, CORP.,

  
	
  a Nevada
  corporation

  
	
   

  
	
   

  
	
  By

  	
  /s/ DAWN PRENDES

  
	
  Title: Sr. Vice
  President/CFO

  
	
   

  
	
   

  
	
   

  
	
  GNLV, CORP.,

  
	
  a Nevada
  corporation

  
	
   

  
	
   

  
	
  By

  	
  /s/ DAWN PRENDES

  
	
  Title: Sr. Vice
  President/CFO

  
	
   

  



 


 

















 


	
   

  
	
   

  
	
  WELLS FARGO FOOTHILL, INC.,

  
	
  a California
  corporation, as Agent and as a Lender

  
	
   

  
	
   

  
	
  By

  	
  /s/ AMELIE
  YEHNES

  
	
  Title: Senior
  Vice President

  



 

















 


Exhibit
A


REAFFIRMATION AND CONSENT


Dated as of May 17, 2004


Reference is hereby made
to that certain Amendment Number One to Loan and Security Agreement, dated as
of the date hereof (the “Amendment”), among the lenders signatory
thereto (the “Lenders”), Wells Fargo Foothill, Inc., as arranger and
administrative agent for the Lenders (“Agent”) and Poster Financial
Group, Inc. (“Poster”), GNL, Corp. (“GNL”) and GNLV, Corp. (“GNLV”
and together with Poster and GNL, the “Borrowers”).  Capitalized terms used herein shall have the
meanings ascribed to them in that certain Loan and Security Agreement, dated as
of January 23, 2004 (as amended, restated, supplemented, or otherwise
modified from time to time, the “Loan Agreement”), among Borrowers,
Agent, and the Lenders.  Each of the
undersigned hereby (a) represents and warrants that the execution and delivery
of this Reaffirmation and Consent are within its powers, have been duly
authorized by all necessary limited liability company action and are not in
contravention of any law, rule, or regulation applicable to it, or any order,
judgment, decree, writ, injunction, or award of any arbitrator, court, or
Governmental Authority, or of the terms of its Governing Documents, or of any contract
or undertaking to which it is a party or by which any of its properties may be
bound or affected, (b) consents to the amendment of the Loan Agreement set
forth in the Amendment and any waivers granted therein; (c) acknowledges and
reaffirms all obligations owing by it to the Lender Group under any Loan
Document to which it is a party; (d) agrees that each Loan Document to which it
is a party is and shall remain in full force and effect, and (e) ratifies and
confirms its consent to any previous waivers granted with respect to the Loan
Agreement.  Although each of the
undersigned have been informed of the matters set forth herein and have
acknowledged and agreed to same, each of the undersigned understands that the
Lender Group shall have no obligation to inform the undersigned of such matters
in the future or to seek the undersigned’s acknowledgement or agreement to
future amendments, waivers or modifications and nothing herein shall create
such a duty.


IN WITNESS WHEREOF, the
undersigned have executed this Reaffirmation and Consent as of the date first
set forth above.


 


	
  GOLDEN
  NUGGET EXPERIENCE, LLC, a Nevada limited liability company 
  

  
	
   

  
	
   

  
	
  By

  	
  /s/ DAWN PRENDES

  
	
  Title: Sr. Vice
  President/CFO