0000912057-01-544278 Sample Contracts

LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING National Title Co., a Nevada corporation Trustee and The Bank of New York, a New York banking corporation Beneficiary Dated August 24, 2001
Leasehold Deed of Trust • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada

THIS LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING ("Deed of Trust"), is made as of August 24, 2001, by E-T-T Enterprises L.L.C., a Nevada limited-liability company, as trustor ("Trustor"), to National Title Co., a Nevada corporation, as trustee ("Trustee"), for the benefit of The Bank of New York, a New York banking corporation, as trustee ("Beneficiary") acting on behalf of the holders of the Notes issued pursuant to that certain Indenture dated as of even date herewith (the "Indenture") among Herbst Gaming, Inc., as issuer, Beneficiary, as trustee and each of the Guarantors (as defined in the Indenture). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture.

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DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Market Gaming, Inc., a Nevada Corporation Trustor National Title Co., a Nevada corporation Trustee and The Bank of New York, a New York banking corporation...
Deed of Trust • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING ("Deed of Trust"), is made as of August 24, 2001, by Market Gaming, Inc., a Nevada corporation, as trustor ("Trustor"), to National Title Co., a Nevada corporation, as trustee ("Trustee"), for the benefit of The Bank of New York, a New York banking corporation, as trustee ("Beneficiary") acting on behalf of the holders of the Notes issued pursuant to that certain Indenture dated as of even date herewith (the "Indenture") among Herbst Gaming, Inc., as issuer, Beneficiary, as trustee and each of the Guarantors (as defined in the Indenture). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture.

LEASE AGREEMENT
Lease Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation

THIS LEASE, made this 1st day of July, 1996, by and between The Herbst Family Limited Partnership, hereinafter referred to as "Lessor", and E-T-T, INC., hereinafter referred to as "Lessee".

GAMING DEVICES LICENSE AGREEMENT
Gaming Devices License Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada

THIS GAMING DEVICES LICENSE AGREEMENT (the "Agreement") is entered into this 31 day of August, 1998 by and between THE VONS COMPANIES, INC. a Michigan corporation(hereinafter "VONS") and MARKET GAMING, INC., a Nevada Corporation (hereinafter "MGI") upon the terms and conditions set forth, below.

LICENSE AGREEMENT
License Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation

THIS AGREEMENT is entered into as of the 12th day of March 1999, between Rite Aid Corporation, a Delaware corporation ("Licensor"), and Cardivan Company, a Nevada corporation ("Licensee"). Licensee and Licensor are collectively referred to as "the Parties".

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Settlement Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation

SETTLEMENT AGREEMENT made as of the 18 day of November, 1999 among Cardivan Company, a Nevada corporation, Corral United, Inc. a Nevada corporation, Jackpot Enterprises Inc., a Nevada corporation, and Albertson's Inc., a Delaware corporation.

SECURITY AGREEMENT
Security Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada
GAMING DEVICES LICENSE AGREEMENT
Gaming Devices License Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada

THIS GAMING DEVICES LICENSE AGREEMENT (the "Agreement") is entered into this 31 day of August, 1998 by and between SAFEWAY, INC., a Delaware corporation (hereinafter "SAFEWAY") and MARKET GAMING, INC., a Nevada Corporation (hereinafter "MGI") upon the terms and conditions set forth, below.

LICENSE AGREEMENT
License Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation

THIS AGREEMENT is entered into as of the 24th day of April 1997, between American Drug Stores, Inc., an Illinois corporation ("Licensor"), and Corral United, Inc., a Nevada corporation ("Licensee"). Licensee and Licensor are collectively referred to as "the Parties".

GAMING DEVICES LICENSE AGREEMENT
Gaming Devices License Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada

THIS GAMING DEVICES LICENSE AGREEMENT (the "Agreement") is entered into this 20th day of December, 1999 by and between TERRIBLE HERBST, INC., a Nevada corporation (hereinafter "TERRIBLE HERBST") and E-T-T, INC., a Nevada Corporation (hereinafter "ETT") upon the terms and conditions set forth, below.

FIRST AMENDMENT TO CORRAL COIN LICENSE AGREEMENT
License Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation

This FIRST AMENDMENT TO LICENSE AGREEMENT ("First Amendment") made as of this 27th day of March 2000, between RITE AID CORPORATION ("Licensor"), a Delaware Corporation, and CORRAL COIN, INC. ("Licensee"), a Nevada corporation.

LICENSE AGREEMENT
License Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation

THIS AGREEMENT is entered into as of the 24th day of April 1997, between Lucky Stores, Inc., a Nevada corporation ("Licensor"), and Cardivan Company, a Nevada corporation ("Licensee"). Licensee and Licensor are collectively referred to as "the Parties".

FIRST AMENDMENT TO CARDIVAN LICENSE AGREEMENT
License Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation

This FIRST AMENDMENT TO LICENSE AGREEMENT ("First Amendment") made as of this 27th day of March 2000, between RITE AID CORPORATION ("Licensor"), a Delaware Corporation, and CARDIVAN COMPANY ("Licensee"), a Nevada corporation.

LICENSE AGREEMENT (GAMING DEVICES)
License Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation

THIS LICENSE AGREEMENT ("Agreement") is made as of the 16th day of September, 1998, by and between Albertson's, Inc., a Delaware corporation ("Licensor"), and Cardivan Company, a Nevada corporation ("Licensee").

LICENSE AGREEMENT
License Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation

THIS AGREEMENT is entered into as of the 24th day of April 1997, between American Drug Stores, Inc., an Illinois corporation ("Licensor"), and Cardivan Company, a Nevada corporation ("Licensee"). Licensee and Licensor are collectively referred to as "the Parties".

LEASE AGREEMENT
Lease Agreement • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation

THIS LEASE, made this 1st day of July, 1997, by and between The Herbst Family Limited Partnership II(hereinafter "Lessor"), and E-T-T Enterprises, L.L.C. (Hereinafter "Lessee").

DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Flamingo Paradise Gaming, LLC, a Nevada limited-liability company Trustor National Title Co., a Nevada corporation Trustee and The Bank of New York, a New York...
Deed of Trust • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING ("Deed of Trust"), is made as of August 24, 2001, by Flamingo Paradise Gaming, LLC, a Nevada limited-liability company, as trustor ("Trustor"), to National Title Co., a Nevada corporation, as trustee ("Trustee"), for the benefit of The Bank of New York, a New York banking corporation, as trustee ("Beneficiary") acting on behalf of the holders of the Notes issued pursuant to that certain Indenture dated as of even date herewith (the "Indenture") among Herbst Gaming, Inc., as issuer, Beneficiary, as trustee and each of the Guarantors (as defined in the Indenture). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture.

AGREEMENT FOR SALE
Agreement for Sale • December 21st, 2001 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada

THIS AGREEMENT FOR SALE (herein "Agreement"), is entered into this 1st day of August 1995, between PHOENIX ASSOCIATES, a Nevada limited partnership (herein "Seller"), MARKET GAMING, INC., a Nevada corporation (herein "Buyer"), and E-T-T, INC., a Nevada corporation (herein "Guarantor").

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