AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 99.1

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 30, 2005 with reference to the Amended and Restated Credit Agreement dated as of October 8, 2004 (as such agreement may from time to time be extended, modified, renewed, restated, supplemented or amended, the “Credit Agreement”), among Xxxxxx Gaming, Inc., a Nevada corporation (the “Borrower”), the lenders party thereto (collectively, the “Lenders”) and Bank of America, N.A. as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein are used with the meanings set forth for those terms in the Credit Agreement. The parties hereby agree with reference to the following facts:

A. Borrower has requested that the Revolving Lenders reduce the interest rates for the Revolving Loans under the Credit Agreement as hereinafter set forth.

B. The parties hereto are willing to amend the Credit Agreement on the terms and conditions set forth below.

NOW, THEREFORE, the Borrower, the Administrative Agent and the Revolving Lenders, hereby agree to amend the Credit Agreement as follows:

1. Section 1.01 – Definition of Applicable Rate. Section 1.01 of the Credit Agreement is hereby amended so that the definition of “Applicable Rate” is amended and restated in its entirety to read as follows:

“Applicable Rate” means, with respect to the Revolving Loans, during each Pricing Period, the rates per annum set forth opposite the Total Debt to EBITDA Ratio in effect as of the Fiscal Quarter ending approximately two months prior to the first day of that Pricing Period, provided that (i) if the Borrower fails to deliver a Compliance Certificate in respect of any Fiscal Quarter prior to the first day of the related Pricing Period, then Pricing Level I shall apply as of the first Business Day of such Pricing Period until the date upon which the required Compliance Certificate is delivered, and (ii) in respect of each calendar quarter during which the arithmetic average of the Unused Revolver Availability for each date during such calendar quarter is less than one third of the Aggregate Revolving Commitments (as in effect from time to time during that calendar quarter), the commitment fee rates per annum set forth in the matrix below shall be reduced by 0.10% per annum:

1

Pricing Level		Total Debt to EBITDA Ratio		Base Rate +		Eurodollar Rate + Letters of Credit		Commitment Fee		Letter of Credit Risk Participation Fee
I		Equal to or greater than 4.50:1.00		1.125	%	2.375	%	0.400	%	2.375	%
II		Equal to or greater than 4.00:1.00 but less than 4.50:1.00		0.875	%	2.125	%	0.400	%	2.125	%
III		Equal to or greater than 3.50:1.00 but less than 4.00:1.00		0.500	%	1.750	%	0.350	%	1.750	%
IV		Equal to or greater than 3.00:1.00 but less than 3.50:1.00		0.125	%	1.375	%	0.300	%	1.375	%
V		Less than 3.00:1.00, but greater than or equal to 2.50:1.00		0		1.125	%	0.250	%	1.125	%
VI		Less than 2.50:1.00		0		0.875	%	0.250	%	0.875	%

With respect to the Term Loans, the Applicable Rate shall be as set forth in the Term Joinder Agreement.

2. Representations and Warranties. Borrower represents and warrants to the Administrative Agent and the Revolving Lenders that:

(a) Giving effect to the execution and delivery of this Amendment and to the consummation of the transaction contemplated hereby, no Default or Event of Default has occurred and remains continuing; and

(b) Each of the representations and warranties set forth in Article 5 of the Credit Agreement are true and correct as of the date of this Amendment (other than those representations which relate solely to a prior date, each of which was true as of that date).

3. Conditions; Effectiveness.  The effectiveness of this Amendment shall be subject to the conditions precedent that, on or before the effective date of this Amendment:

(a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Revolving Lenders; and

(b) The Administrative Agent shall have received a written consent hereto from the guarantors party to the Guaranties in the form of Exhibit “A” hereto.

4. Effectiveness of the Credit Agreement.  Except as hereby expressly amended, the Credit Agreement remains in full force and effect, and is hereby ratified and confirmed in all respects.

2

5. Counterparts.  This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	“Borrower”
	XXXXXX GAMING, INC.,
	a Nevada corporation
	By:					/s/ Xxxxxx Xxxxxx
	Name:					Xxxxxx Xxxxxx
	Title:					President
	“Administrative Agent”
	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By:				/s/Xxxxx X. Xxxxxx
	Name:				Xxxxx X. Xxxxxx
	Title:				Assistant Vice President
	“Revolving Lenders”
	BANK OF AMERICA, N.A.,
	as a Revolving Lender
	By:				/s/ Xxxxx X. Xxxxxx
	Name:				Xxxxx X. Xxxxxx
	Title:				Senior Vice President
	COMERICA WEST INCORPORATED,
	as a Revolving Lender
	By:				/s/ Xxxxx X. Xxxxxx
	Name:				Xxxxx X. Xxxxxx
	Title:				Corporate Banking Representative

3

	NEVADA STATE BANK,
	as a Revolving Lender
	By:				/s/ Xxxxxx X. Xxxxxx
	Name:				Xxxxxx X. Xxxxxx
	Title:				Senior Vice President
	XXXXXX COMMERCIAL PAPER INC.,
	as a Revolving Lender
	By:				/s/ Xxxxx Xxxxxx
	Name:				Xxxxx Xxxxxx
	Title:				Authorized Signatory
	THE CIT GROUP/EQUIPMENT FINANCING, INC.,
	as a Revolving Lender
	By:				/s/ Xxxxx X. Xxxxxxxx
	Name:				Xxxxx X. Xxxxxxxx
	Title:				Vice President
	U.S. BANK NATIONAL ASSOCIATION,
	as a Revolving Lender
	By:				/s/ Xxxx Xxxxx
	Name:				Xxxx Xxxxx
	Title:				Senior Vice President
	XXXXX FARGO BANK, NATIONAL ASSOCIATION,
	as a Revolving Lender
	By:				/s/ Peitty Chou
	Name:				Peitty Chou
	Title:				Vice President
	BANK OF SCOTLAND,
	as a Revolving Lender
	By:				/s/ Xxxxx Xxxx
	Name:				Xxxxx Xxxx
	Title:				Assistant Vice President

4

Exhibit A to Amendment

CONSENT OF GUARANTORS

This Consent of Guarantors is delivered with reference to the Amended and Restated Credit Agreement dated as of October 8, 2004 (as such agreement may from time to time be extended, modified, renewed, restated, supplemented or amended, the “Credit Agreement”), among Xxxxxx Gaming, Inc., a Nevada corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A. as Administrative Agent (“Administrative Agent”). Capitalized terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

Reference is hereby made to the various guaranties each dated as of June 10, 2004 made by Market Gaming, Inc., a Nevada corporation, Flamingo Paradise Gaming, LLC, a Nevada limited liability company, E-T-T, Inc., a Nevada corporation, E-T-T Enterprises L.L.C., a Nevada limited liability company, Cardivan Company, a Nevada corporation, Corral Coin, Inc., a Nevada corporation, Corral Country Coin, Inc., a Nevada corporation, HGI – St. Jo, a Nevada corporation, HGI – Lakeside, a Nevada corporation and HGI – Xxxx Xxxxx, a Nevada (as amended, collectively, the “Guarantees” and each individually, a “Guarantee”). The undersigned consent to and approve the Borrower’s execution and delivery of the attached Amendment No. 1 to Amended and Restated Credit Agreement (the “Amendment”), (ii) agree that such Amendment does not and shall not limit or diminish in any manner the obligations of the undersigned under their respective Guarantee and that such obligations would not be limited or diminished in any manner even if the undersigned had not executed this Consent of Guarantors, (iii) reaffirm the Guarantees, and (iv) agree that the Guarantees remain in full force and effect and are hereby ratified and confirmed.

	MARKET GAMING, INC.,
	a Nevada corporation
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	President
	FLAMINGO PARADISE GAMING, LLC,
	a Nevada limited liability company
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	President
	E-T-T, INC.,
	a Nevada corporation
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	President

5

	E-T-T ENTERPRISES L.L.C.,
	a Nevada limited liability company
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	President
	CARDIVAN COMPANY,
	a Nevada corporation
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	President
	CORRAL COIN, INC.,
	a Nevada corporation
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	President
	CORRAL COUNTRY COIN, INC.,
	a Nevada corporation
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	President
	HGI – ST. JO,
	a Nevada corporation
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	President
	HGI – LAKESIDE,
	a Nevada corporation
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	President

6

	HGI – XXXX XXXXX,
	a Nevada corporation
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	President

7