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Golden Nugget commenced cash tender offer

LAS VEGAS, Nevada – (PRESS RELEASE) -- Golden Nugget, Inc. announced today that it commenced a cash tender offer to purchase any and all of the $155 million outstanding aggregate principal amount of its 8.75% Senior Secured Notes due 2011 (the "Notes"). In connection with the tender offer, Golden Nugget is soliciting consents to effect certain proposed amendments to the indenture governing the Notes. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated May 1, 2007, and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the tender offer and consent solicitation.

The tender offer will expire at midnight, New York City time, on May 29, 2007, unless terminated or extended (the "Expiration Date"). Tendered Notes may be withdrawn and consents may be revoked at any time prior to the execution of the supplemental indenture containing the proposed amendments.

As described in the Offer to Purchase and Consent Solicitation Statement, the "Total Consideration" to be paid for each $1,000 principal amount of Notes validly tendered and accepted for purchase will be determined using a yield equal to a fixed spread of 50 basis points plus the bid-side yield to maturity of the 4.25% U.S. Treasury Note due November 30, 2007. The pricing of the Total Consideration is expected to occur at 2:00 p.m., New York City time, on May 14, 2007 (such date subject to adjustment). The Total Consideration includes a consent payment of $30 per $1,000 principal amount of Notes (the "Consent Payment").

Holders who validly tender, and do not withdraw, their Notes and validly deliver their consents on or prior to 5:00 p.m., New York City time, on May 14, 2007, unless extended (the "Consent Payment Deadline"), and whose Notes are accepted for purchase, will be eligible to receive the Total Consideration. Holders who validly tender, and do not withdraw, their Notes after the Consent Payment Deadline but on or before the Expiration Date will be eligible to receive the "Tender Offer Consideration," which is the Total Consideration less the Consent Payment. In each case, holders who validly tender, and do not withdraw, their Notes will receive accrued and unpaid interest to, but not including, the payment date in connection with the tender offer, which is expected to occur promptly following the Expiration Date.

The tender offer is conditioned upon, among other things, (a) the receipt of tendered Notes from the holders of at least a majority of the aggregate principal amount of the Notes outstanding, (b) the receipt of the requisite consents to the proposed amendments and execution of a supplemental indenture containing the proposed amendments, (c) the refinancing of Golden Nugget's existing senior secured credit facility, which is expected to include a new first lien senior secured credit facility of up to $380 million and a new second lien senior secured term loan facility of up to $165 million, and (d) certain other general conditions, each as described in more detail in the Offer to Purchase and Consent Solicitation Statement.

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