Exhibit
10.27


AMENDMENT TO PLEDGE AGREEMENT


This Amendment to Pledge Agreement (this “Amendment”),
dated as of April 2, 2007 (the “Effective Date”), relates to the Pledge
Agreement dated as of June 5, 2006 (the “Pledge”), among Millennium
Gaming, Inc. (“Millennium”), MGIM, LLC (“MGIM” and together with Millennium,
the “Pledgors”) in favor of the Lenders (as defined in the Credit
Agreement (as hereinafter defined)) and Bank
of America, N.A. (“Bank of America”), as Administrative Agent
(the “Administrative Agent”).


This Amendment is delivered in connection with the
Credit Agreement dated as of January 5, 2006 (as amended, supplemented,
modified or restated from time to time, the “Credit Agreement”) among
Cannery Casino Resorts, LLC, The Cannery Hotel and Casino, LLC, Nevada Palace,
LLC, and Rampart Resort Management, LLC (the “Borrowers”), the
Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders
(capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement or the Pledge)


Prior to the date hereof, MGIM, MGIM was the owner of
33 1/3% of the Membership Interest of CCR. 
As of September 22, 2006, MGIM transferred its Membership Interest in
CCR to OCM AcquisitionCo, LLC (the “Additional Pledgor”), and MGIM was
released as a party to the Pledge.  On
November 22, 2006, CCR issued additional Preferred Units to the Additional
Pledgor, increasing the Additional Pledgor’s equity interest in CCR to
42%.  Millennium, the Additional Pledgor
and the Administrative Agent have agreed that the Additional Pledgor shall be
added as a party to the Pledge and pledge its Membership Interest in CCR
thereunder.  The Additional Pledgor,
Millennium and the Administrative Agent hereby agree as follows:


1.             Amendment. 
The Pledge is hereby amended to add as a party, and more specifically,
as a Pledgor thereunder, the Additional Pledgor.  In addition:


(a) Item A of Schedule 1
of the Pledge is hereby amended in its entirety as follows:


Item A Membership Interests


	
  

  	
   

  	
  Membership Interests

  	
   

  
	
   

  	
   

  	
  Type of

  	
   

  	
  % of Aggregate

  	
   

  
	
   

  	
   

  	
  Membership Interest

  	
   

  	
  Membership Interests

  	
   

  
	
  Cannery Casino
  Resorts

  	
   

  	
  Preferred Membership
  Units

  	
   

  	
  100

  	
  %

  



 



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(b) Item B of Schedule 1
to the Pledge is hereby amended in its entirety as follows:


If to Millennium Gaming,
Inc.:


c/o Cannery Casino
Resorts

9107 West Russell Road

Las Vegas, Nevada  89148

Attention: William Paulos

Attention: William Wortman

Attention: Tom Lettero

Telephone: (702) 507-5900

Telecopier: (702) 507-5922


	
  Electronic Mail:

  	
  tlettero@canneryresorts.com

  
	
   

  	
  bpaulos@canneryresorts.com

  
	
   

  	
  wwortman@caneryresorts.com

  



 


with a copy to


Santoro, Driggs,
Walch, Kearney, Johnson & Thompson

400 South Fourth Street, Suite 300

Las Vegas, Nevada  89101

Attention: Michael Kearney, Esq.

Telephone: (702) 791-0308

Telecopier: (702) 791-1912


	
  Electronic Mail:

  	
  mkearney@nevadafirm.com

  



 


If to OCM AcquisitionCo,
LLC:


c/o Oaktree
Capital Management

OCM AcquisitionCo, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California  90071

Attention:  Stephen A. Kaplan

Telephone: (213) 830-6300

Telecopier: (213) 830-


	
  Electronic Mail:

  	
  skaplan@oaktreecap.com

  



 


with a copy to:


Munger, Tolles
& Olson LLP

355 South Grand Avenue, 35th Floor

Los Angeles, California  90071

Attention:  Judi Kitano

Telephone: (702) 683-9100

Telecopier: (702) 687-3702


	
  Electronic Mail:

  	
  judith.kitano@mto.com

  



 



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2.             Additional Pledgor as Pledgor.  The Additional Pledgor assumes all of the
obligations and liabilities of a Pledgor under the Pledge after the date hereof
and agrees to be bound thereby as a Pledgor for all purposes under the Loan
Documents.


3.             Effectiveness. 
The Amendment shall become effective on the date hereof upon the execution
hereof by the Additional Guarantor and the Administrative Agent and delivery
hereof to the Administrative Agent.


4.             Governing Law. 
This Amendment shall be governed by, and construed in accordance with,
the laws of the State of Nevada, without regard to principles of conflicts of
law.



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In WITNESS
WHEREOF, each of the undersigned has executed and delivered this Amendment to
Pledge Agreement as of the day and year first written above.


	
  

  	
  OCM ACQUISITIONCO, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen A. Kaplan

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ronald N. Beck

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MILLENNIUM GAMING, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: