Common use of Offer to Repurchase Upon Change of Control Clause in Contracts

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten business days following any Change of Control, Eldorado will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages on the Notes repurchased, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business days following any Change of Control, Eldorado the Company will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier later than 30 business days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.10 or 4.15 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.10 or this Section 4.15 by virtue of such conflict. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.15, but in any event within 70 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite waivers and consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.10 hereof and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Additional Interest on the Notes repurchased, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business thirty days following any Change of Control, Eldorado the Company will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) . The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Sections 3.09 or 4.15 of this Section 4.15Indenture, the Issuers Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.15 by virtue of such complianceconflict.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten business 30 days following any Change of Control, Eldorado or, at the Company’s option, prior to such Change of Control but after public announcement thereof, the Company will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be in an aggregate principal amount of $1,000 or an integral multiple thereof. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) . Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Issuer will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on (the Notes repurchased, to the date “Change of purchaseControl Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within ten business days following any Change of Control, Eldorado the Issuer will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date (the “Change of Control Payment Date”) specified in the notice, stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered will be accepted for payment; (2) the purchase price Change of Control Payment and the purchase dateChange of Control Payment Date, which shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)mailed; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 200,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.14, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. (c) On the Change of Control Payment Date, the Issuers Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuersIssuer. (cd) The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (de) Notwithstanding anything to the contrary in The provisions of this Section 4.15, 4.14 that require the Issuers Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. (f) The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, Offer or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) . Notwithstanding anything to the contrary contained hereinin this Section 4.14, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will shall make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase price in cash each equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within ten business 10 days following any Change of Control, Eldorado will the Issuers shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no 30, nor later than 60 business days from the date such notice is mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"); ; (3) that any Note not tendered will continue to accrue interest; ; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Issuers shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of Notes in connection with a Change of Control. (b) On the Change of Control Payment Date, the Issuers willshall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) . The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly so tendered payment in an amount equal to the Change of Control Payment purchase price for such the Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrenderedsurrendered by such Holder, if any; PROVIDED, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Eldorado will The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Issuers Company or a third party has previously or concurrently mailed a redemption notice with respect to all outstanding Notes as described under Section 3.03 of the Base Indenture or Section 3.03 or 3.04 hereof, the Company will be required to make an offer to purchase each Holder’s Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to an integral multiple of $1,000 in excess thereof) of that Holder’s Notes ), at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, interest to the date of purchase, subject to . (b) Within 30 days following the rights of Holders of Notes on date upon which the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten business days following any Change of Controloccurred, Eldorado will mail the Company must send, or cause the Trustee to send a notice to each Holder (Holder, with copies a copy to the Trustee and Paying Agent) describing Trustee, which notice shall govern the transaction or transactions that constitute terms of the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and Offer. Such notice shall state, among other things, the purchase date, which shall must be no earlier than 30 days and no nor later than 60 days from after the date such notice is mailed mailed, other than as may be required by law (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that . Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will be required to surrender the NotesNote, with the form entitled “Option of Holder to Elect Purchase” attached on the reverse of the Note completed and specifying the portion (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Xxxxxx’s Notes that it agrees to sell to the Notes completed, or transfer by book-entry transferCompany pursuant to the Change of Control Offer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;. (6c) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that Holders the provisions of any securities laws or regulations conflict with the provisions of this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be entitled deemed to withdraw their election if have breached its obligations under the Paying Agent receives, not later than provisions of this Section 4.11 by virtue of such conflict. (d) On the close date of business on the second Business Day preceding the such Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderPayment, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuersCompany. (ce) The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of such Change of Control Payment DatePayment. (df) Notwithstanding anything to the contrary in this Section 4.15, the Issuers The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer, . The Company (or (2a third party) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, may make a Change of Control Offer may be made in advance of a of, and conditioned upon, any Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the ------------------------------------------ occurrence of a Change of Control, the Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business 30 days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder stating (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1i) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes properly tendered will be accepted for payment; ; (2ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); ; (3iii) that any Note not tendered will continue to accrue interest; ; (4iv) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. Withdrawn Notes may not be retendered pursuant to the same Change of $1,000 Control Offer. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14 or Section 3.09 hereof, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. (b) On By 12:00 Noon Eastern Time on the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Eldorado Prior to compliance with this Section 4.14, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.154.14, the Issuers will Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.14 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Issuers Issuer will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on settlement (the Notes repurchased, to the date “Change of purchaseControl Settlement Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (that is on or prior to the “Change of Control Payment”)Settlement Date. Within ten business 30 days following any Change of ControlControl Triggering Event, Eldorado the Issuer will mail send a notice to each Holder (with copies to and the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase dateexpiration date of the Change of Control Offer, which shall be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed sent (except in the “case of a Conditional Change of Control Payment Date”Offer made in advance of a Change of Control as described below); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Settlement Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close expiration date of business on the third Business Day preceding the Change of Control Payment DateOffer; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the expiration date of the Change of Control Payment DateOffer, a telegram, telexelectronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his its election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees (but the Change of Control Offer or Alternate Offer may not condition tenders on the delivery of such consents). The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict. (b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Issuers Issuer will, to the extent lawful: (1) , accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Issuer will on the Change of Control Settlement Date: (21) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (32) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) The Issuer. On the Change of Control Settlement Date, the Paying Agent will promptly mail pay (but in any case not later than five days Business Days after the Change of Control Payment Settlement Date) to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Eldorado The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Settlement Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party (including a Subsidiary of the Parent) makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.15 applicable to a Change of Control Offer made by the Parent and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption of all outstanding Notes has been given pursuant to Section 3.07 3.03 hereof, unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, the Issuer has made an offer to purchase any and all outstanding Notes validly tendered at a cash price equal to or higher than the Change of Control Payment (an “Alternate Offer”) and has purchased all outstanding Notes properly tendered in accordance with the terms of such Alternate Offer. (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and the Issuer (or a third party making the Change of Control Offer as described in paragraph (c) above) purchases all of the Notes held by such Holders, the Issuer will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). (e) Notwithstanding anything to the contrary contained herein, Any notice in respect of a Change of Control Offer or Alternate Offer may be made in advance sent prior to the occurrence of a Change of Control, conditioned upon the consummation of such Change of Control, Control if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate Offer is made, to the extent that such notice states that the Change of Control Offer or Alternate Offer is conditional on the occurrence of such Change of Control and describes each such condition, and, if applicable, stating that, in the Parent’s discretion, the Change of Control Settlement Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by Parent in its sole discretion), or that such purchase may not occur and such notice may be rescinded in the event that the Parent shall determine that any or all such conditions shall not have been satisfied (or waived by Parent in its sole discretion) by the Change of Control Settlement Date, or by the Change of Control Settlement Date as so delayed, or such notice may be rescinded at any time in the Parent’s discretion if in the good faith judgment of the Parent any or all such conditions will not be satisfied. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Issuer’s obligation to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to make a Change of Control Offer. To the extent that the provisions of any securities laws Offer may be waived, modified or regulations conflict terminated with the Change consent of Control provisions the Holders of this Section 4.15, a majority in principal amount of the Issuers will comply Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such complianceNotes).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs (other than as a result of the Transactions), unless, prior to, or concurrently with, the Issuers will time the Company is required to make a Change of Control Offer (as defined below), the Company has previously or concurrently mailed or transmitted electronically a redemption notice with respect to all the outstanding Notes as described under Section 3.07 or Section 11.01, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interestto, if anybut excluding, on the Notes repurchased, to the date of purchase, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date (Interest Payment Date falling on or prior to the “Change of Control Payment”)Payment Date. Within ten business 30 days following any Change of Control, Eldorado will mail the Company shall send notice of such Change of Control Offer electronically or by first-class mail, with a notice copy to the Trustee, sent in the same manner, to each Holder (with copies to the Trustee and Paying Agent) describing address of such Holder appearing in the transaction security register or transactions that constitute otherwise in accordance with the Change procedures of Control and statingthe Depositary, with the following information: (1) that the a Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for paymentpayment by the Company; (2) the purchase price and the purchase date, which shall will be no earlier than 30 days and no 20 Business Days nor later than 60 days from the date such notice is transmitted electronically or mailed (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below; (3) that any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that, that unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of such Notes completed, completed or transfer by book-entry transferotherwise in accordance with the procedures of the Depositary, to the Paying Agent paying agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that Holders will shall be entitled to withdraw their tendered Notes and their election if to require the Paying Agent Company to purchase such Notes; provided that the paying agent receives, not later than the close expiration time of business on the second Business Day preceding the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his its tendered Notes and its election to have such Notes purchased and any other information as may be required by the Notes purchased; andpaying agent; (7) that Holders whose if less than all of such Holder’s Notes are being purchased only in part tendered for purchase, such Holder will be issued new Notes (through book-entry transactions of Global Notes) and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered, which ; provided that the unpurchased portion of the Notes must be equal to at least $2,000 in principal amount or an integral multiple of $1,000 1.00 in excess thereof (and, in the case of any PIK Note, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof); (8) if such notice is sent prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and, if applicable, stating that, in the Company’s discretion, the Change of Control Payment Date may be delayed until such time as any or all applicable conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Company shall determine that the Change of Control will not occur by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (9) the other instructions, as determined by the Company, consistent with this Section 4.14, that a Holder must follow. (b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful:permitted by law, (1) accept for payment all Notes issued by them or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; , and (3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officer’s Certificate to the Trustee stating the aggregate principal amount of that such Notes or portions of Notes being thereof have been tendered to and purchased by the IssuersCompany. (c) The Paying Agent will promptly mail (but Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in any case not later than five days after connection with the repurchase of Notes pursuant to a Change of Control Payment Date) Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred have breached its obligations under this Section 4.14 by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Datevirtue thereof. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.14 applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned conditional upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described in Section 4.14(d), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.14(d), to redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest on the Notes that remain outstanding to, but excluding, the Second Change of Control Payment Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is madeon or prior to the Second Change of Control Payment Date). (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and Other than as specifically provided in this Section 4.14, any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes purchase pursuant to a Change of Control Offer. To the extent that this Section 4.14 shall be made pursuant to the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15Sections 3.02, the Issuers will comply with the applicable securities laws 3.05 and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance3.06.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Issuers will Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten business 90 days following any Change of ControlControl Triggering Event, Eldorado will the Company shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control Triggering Event and stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.13 and that all Notes tendered will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days Business Days and no later than 60 days Business Days from the date such notice is mailed (the “Change of Control Payment Date”); ; (3) that any Note not tendered will continue to accrue interest; ; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of Notes in connection with a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with Section 4.13 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 4.13 of this Indenture by virtue of such conflict. (b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrenderedsurrendered by such Holder, if any; provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Eldorado will The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers . The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.19 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will offer a payment in cash (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on (the Notes repurchased, to the date “Change of purchaseControl Purchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within ten business 30 days following any Change of Control, Eldorado the Company will mail send a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and statingoffering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required hereby and setting forth the following: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered will be accepted for payment; (2) the purchase price amount of the Change of Control Payment and the purchase dateChange of Control Purchase Date, which shall be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)sent; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Purchase Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Hxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company will comply with the applicable securities laws and regulations and will be deemed not to have breached its obligations under this Section 4.14 by virtue of such compliance. (b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Issuers Company will, to the extent lawful: (1) , accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date: (21) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (32) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent paying agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Purchase Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.15 herein applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 3.03 hereof, unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and, on and after the relevant purchase date, has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. (ed) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (fe) The Issuers will comply with In the requirements event that Holders of Rule 14e-1 under not less than 90% in aggregate principal amount of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of outstanding Notes pursuant to accept a Change of Control Offer. To Offer and the extent that Company (or any third party making such Change of Control Offer in lieu of the provisions Company as described above) purchases all of any securities laws or regulations conflict with the Notes held by such holders, the Company will have the right, upon not less than 15 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). (f) The provisions hereunder relative to the Company’s obligation to make an offer to repurchase the Notes as a result of this Section 4.15a Change of Control may be amended, the Issuers will comply waived, modified or terminated with the applicable securities laws and regulations and will not be deemed consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to have breached its obligations under this Section 4.15 by virtue the occurrence of such complianceChange of Control.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will Company shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business 30 days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); ; (3) that any Note not tendered will continue to accrue interest; ; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5) that Holders holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is Holdxx xx withdrawing his election to have the Notes purchased; and and (7) that Holders holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) . The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.and

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs and the Company does not exercise its right to redeem the Notes pursuant to Section 3.07(e), the Issuers will Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to an a minimum amount of $2,000 and integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to to, but not including, the date of purchase plus accrued and unpaid interest, if any, on (the Notes repurchased, to the date “Change of purchaseControl Payment Date”), subject to the rights of Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)Interest Payment Date. Within ten business No later than 30 days following any Change of Control, Eldorado will mail and only if the Company has not exercised its right to redeem the Notes pursuant to Section 3.07(e), the Company shall deliver a notice to each Holder (with copies to the Trustee and Paying Agent) paying agent and each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes properly tendered and not withdrawn pursuant to the Change of Control Offer will be accepted for payment; (2) the purchase price Change of Control Payment and the purchase dateChange of Control Payment Date, which shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)delivered; (3) that any Note not properly tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than prior to the close of business on the second third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his its election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those requirements, laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On or before the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered and not withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedtendered and not withdrawn; and (3) deliver or cause to be delivered to the Trustee and Paying Agent the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuersCompany. (c) The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) paying agent shall deliver to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado ; provided, however, that each such new Note will publicly announce the results be in a principal amount of the Change $2,000 or an integral multiple of Control Offer on or as soon as practicable after the Change of Control Payment Date$1,000 in excess thereof. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption of all Notes has been given pursuant to Section 3.07 hereof3.07, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements provisions of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder this Section 4.15 relating to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant Company’s obligation to make a Change of Control Offer. To , including the extent that the provisions definition of “Change of Control,” may be waived or modified at any securities laws or regulations conflict time (including after a Change of Control) with the Change written consent of Control provisions the Holders of this Section 4.15, a majority in aggregate principal amount of the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such complianceNotes then outstanding.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages on the Notes repurchased, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business 30 days following any Change of Control, Eldorado the Company will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) . The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Sections 3.09 or 4.15 of this Section 4.15Indenture, the Issuers Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.15 by virtue of such complianceconflict.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Additional Interest thereon, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (1the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; ; (2ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed ; (the “Change of Control Payment Date”); (3iii) that any Note not tendered will continue to accrue interest; ; (4iv) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of Notes in connection with a Change of Control. (b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: , (1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Eldorado will Prior to mailing a Change of Control Offer, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or offer to repay all Senior Debt and terminate all commitments thereunder of each lender who has accepted such offer or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof; provided that no Note will be purchased in part if such Note would have a remaining amount of less than the Minimum Denominations) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten business 30 days following any Change of Control, Eldorado will mail the Company shall transmit a notice to each Holder (with copies to the Trustee and Paying Agent) each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed transmitted, other than as may be required by law (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile or e-mail transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; provided that no Note will be purchased in part if such Note would have a remaining amount of less than the Minimum Denominations. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail transmit (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 3.06 hereof, unless and until there is a default in payment of the applicable redemption price. (ed) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to . In such a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15case, the Issuers will comply with related notice shall describe such condition, and if applicable, shall state that, in the applicable securities laws Company’s discretion, the purchase date may be delayed until such time as such condition shall be satisfied, or such purchase may not occur and regulations and will such notice may be rescinded in the event that such condition shall not be deemed to have breached its obligations under this Section 4.15 been satisfied by virtue of such compliancethe purchase date, or by the purchase date as so delayed.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will Targa Resources Partners shall make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to at least 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interestto, if anybut excluding, on the Notes repurchased, to the date of purchase, subject to the rights right of Holders of Notes on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the purchase date (the “Change of Control Payment”). Within ten business 30 days following any Change of Control, Eldorado Targa Resources Partners will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days 20 Business Days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interestinterest and Liquidated Damages, if any; (4) that, unless the Issuers default Targa Resources Partners Default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. Targa Resources Partners shall comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, Targa Resources Partners shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers willTarga Resources Partners shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) . The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, to the extent the Notes are in global form, make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Eldorado Targa Resources Partners will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Targa Resources Partners will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, Offer or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and Targa Resources Partners (or the third party making the Change of Control Offer as provided in Section 4.15(c)) purchases all of the Notes held by such Holders, Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated Damages, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). (e) Notwithstanding anything to the contrary contained herein, a A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer is madeOffer. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to an US$1,000 or integral multiple multiples of $1,000 in excess thereofUS$1.00 above US$1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten business 10 days following any the date on which a Change of ControlControl occurs, Eldorado will mail the Company shall mail, by first-class mail, a notice to each Holder (Holder, with copies a copy to the Trustee and Paying Agent) Trustee, describing the transaction or transactions that constitute the Change of Control and stating: (1i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3iii) that any Note not tendered will continue to accrue interest; (4iv) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 a minimum of US$1,000 in principal amount or an integral multiple of $1,000 US$1.00 above US$1,000. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.15 hereof, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail or, if sent through DTC, send in accordance with DTC’s applicable procedures (but in any case event not later than five days Business Days after the Change of Control Payment Date) ), to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will Company shall not be required to make a Change of Control Offer upon a Change of Control (i) if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2ii) if a notice of redemption has been is given pursuant to Section 3.07 hereof, unless hereof and until there the redemption described therein is a default effected in payment of the applicable redemption priceaccordance therewith. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will Company shall make an offer (a “"Change of Control Offer”") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s 's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business 30 days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); ; (3) that any Note not tendered will continue to accrue interest; ; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of Notes as a result of a Change of Control. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of 52 Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything . If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the contrary Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to holders who tender in the Change of Control Offer. The Company shall fix the Change of Control Payment Date no earlier than 30 days and no later than 60 days after the Change of Control Offer is mailed as set forth above. Prior to complying with the provisions of the preceding sentence, but in any event within 90 days following a Change of Control, the Company shall either repay all of its and its Subsidiaries' outstanding Indebtedness or obtain the requisite consents, if any, under all agreements governing all such outstanding Indebtedness to the extent necessary to permit the repurchase of Notes required by this Section 4.15. Notwithstanding the foregoing, the Issuers will Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 4.15, by virtue of such compliancethereof.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl shall occur at any time (the date of such occurrence, the Issuers will make an offer (a “"Change of Control Offer”) to Date"), then each Holder of Notes shall have the right, to repurchase all the extent not inconsistent with the Company's bylaws as in effect on the Issue Date, to require the Company to purchase such Holder's Notes in whole or any in part (equal to an in integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101100% of the aggregate principal amount of Notes repurchasedsuch Notes, plus accrued and unpaid interest, if any, on the Notes repurchased to at the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”). Within ten business days following any Purchase Date:), pursuant to and in accordance with the offer described in this Section 4.08 (the "Change of Control, Eldorado will mail a Control Purchase Offer"). (b) The notice to each Holder (with copies to the Holders and the Trustee shall contain all instructions and Paying Agent) describing materials necessary to enable the transaction or transactions that constitute Holders to tender Notes pursuant to the Change of Control Purchase Offer. The notice will govern the terms of the Change of Control Purchase Offer. (c) Within 30 days following the Change of Control Date the Company shall send, by first class mail, a notice to the Holders and the Trustee stating: (1i) that the Change of Control Offer is being made pursuant to this Section 4.15 4.08 and that all Notes validly tendered will be accepted for payment; (2ii) the purchase price Change of Control Purchase Price and the purchase dateChange of Control Purchase Date, which shall be a Business Day that is no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (the “Change of Control "Offer Payment Date”)") other than as may be required by law; (3iii) that any Note not tendered will continue to accrue interest; (4iv) thatbriefly, the conversion rights of the Notes including, without limitation, the current Conversion Price and any adjustments thereto; (v) the name and address of the Paying Agent and the Conversion Agent; (vi) whether the holders of Senior Indebtedness will permit the payment of the Change of Control Purchase Price; (vii) that the Holder must satisfy the requirements set forth in the Notes in order to convert the Notes; (viii) that any Note accepted for payment pursuant to the Change of Control Purchase Offer shall cease to accrue interest after the Offer Payment Date unless the Issuers Company shall default in the payment of the Change of Control Payment, all Purchase Price of the Notes accepted for and the only remaining right of the Holder is to receive payment pursuant to of the Change of Control Offer will cease Purchase Price upon surrender of the applicable Note to accrue interest after the Change of Control Payment DatePaying Agent; (5ix) that Holders electing to have any Notes a portion of a Note purchased pursuant to a Change of Control Purchase Offer may only elect to have such Note purchased in integral multiples of $1,000; (x) that if a Holder elects to have a Note purchased pursuant to the Change of Control Purchase Offer it will be required to surrender the NotesNote, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the Notes reverse of the Note completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Offer Payment Date; (6xi) that Holders a Holder will be entitled to withdraw their its election if the Paying Agent Company or the Trustee receives, not later than the close of business on the second third Business Day preceding the Change of Control Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is Holdxx xx withdrawing his its election to have the Notes such Note purchased; and; (7xii) that Holders whose Notes as to which an election to be purchased has been made by the Holder thereof may not be converted into shares of Common Stock on or after the date of the delivery of such election unless such election has first been validly withdrawn in accordance with the terms of this Indenture; (xiii) that if Notes are being purchased only in part a new Note of the same type will be issued new Notes equal in principal amount equal to the unpurchased portion of the Notes surrendered, which unpurchased portion must ; and (xiv) that Holders whose Notes were purchased only in part shall be equal to $2,000 issued a new Note or Notes in principal amount equal to the unpurchased portion of the Notes surrendered (or an integral multiple transferred by book-entry transfer) in the name of $1,000 in excess thereofthe Holder upon cancellation of the original Note. (bd) On or before the Change of Control Offer Payment Date, the Issuers willCompany shall, to the extent lawful: (1) , accept for payment payment, all Notes or portions of Notes properly thereof validly tendered pursuant to the Change of Control Purchase Offer; (2) deposit with the Paying Agent an amount equal , and shall deliver to the Change of Control Payment in respect of all Trustee an Officers' Certificate stating that such Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly thereof were accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased for payment by the Issuers. (c) The Paying Agent will promptly mail (but Company in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance accordance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions terms of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance4.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased thereon to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business 30 days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and each Holder stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.13 and that all Notes tendered will shall be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed described below (the “"Change of Control Payment Date”"); ; (3) that any Note not tendered will shall continue to accrue interest; ; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest interest, if any, after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third fifth Business Day preceding the Change of Control Payment Date; ; (6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.whose (b) On a date that is no earlier than 30 days nor later than 70 days from the date that the Company mails or causes to be mailed notice of the Change of Control to the Holders (the "Change of Control Payment Date"), the Issuers willCompany shall, to the extent lawful: , (1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Eldorado will Prior to complying with the provisions of this Section 4.13, but in any event within 60 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.13. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) . The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions described above shall be applicable whether or not any other provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such complianceIndenture are applicable.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued interest and unpaid interestLiquidated Damages, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date purchase (the “"Change of Control Payment”). Within ten business 30 days following any Change of Control, Eldorado the Company will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase, purchase and a statement that such Holder is withdrawing his election to have the such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will Company shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date repurchase (the “"Change of Control Payment”"). Within ten business 15 days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) a notice describing the transaction or transactions that constitute the Change of Control and stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); ; (3) that any Note not tendered will continue to accrue interest; ; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of Notes in connection with a Change of Control. (b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Eldorado will The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything Prior to complying with the contrary in provisions of this Section 4.15, but in any event within 75 days following a Change of Control, the Issuers will Company shall either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this Section 4.15. (d) The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 Indenture, applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Issuers will make an offer (a “Change of Control Offer”) to each Holder will have the right to repurchase require that the Company purchase all or any part a portion (equal to an in integral multiple multiples of $1,000 in excess thereofU.S.$1,000; provided, that the remaining principal amount of such Holder’s Note will not be less than U.S.$200,000) of that the Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date date) (the “Change of Control Payment”). Within ten business 30 days following any the date upon which a Change of ControlControl Triggering Event occurs, Eldorado will mail the Company must send, by electronic or first-class mail, a notice to each Holder (Holder, with copies a copy to the Trustee and Paying Agent) describing Trustee, offering to purchase the transaction or transactions that constitute the Notes as described above (a “Change of Control and statingOffer”). The Change of Control Offer shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed mailed, except as may be required by law (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completedcompleted (or with appropriate adjustments to the amount and beneficial interests in a Global Note, or transfer by book-entry transferas appropriate), to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered in integral multiples of U.S.$1,000, which unpurchased portion must be equal to $2,000 in provided that the principal amount of such Holder’s Note will not be less than U.S.$200,000. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or an integral multiple regulations conflict with the provisions of $1,000 this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. If it would be unlawful in excess thereofany jurisdiction to make a Change of Control Offer, the Company will not be obligated to make such offer in such jurisdiction and will not be deemed to have breached its obligations under this Indenture by doing so. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered and not withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent funds in an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedthereof so tendered and not withdrawn; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuersCompany. If only a portion of a Note is purchased pursuant to a Change of Control Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued, and upon receipt of an Authentication Order the Trustee shall authenticate in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate); provided, that the remaining principal amount of such Holder’s Note will not be less than U.S.$200,000 and will be in integral multiples of U.S.$1,000 in excess thereof. (c) The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) Company is only required to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder make a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after in the event that a Change of Control Payment Date. (d) Notwithstanding results in a Ratings Event. Consequently, if a Change of Control were to occur which does not result in a Ratings Event, the Company would not be required to offer to repurchase the Notes. In addition, notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption for all outstanding Notes has been given pursuant to Section 3.07 hereof, 3.03 hereof unless and until there is a default in payment of the applicable redemption price. (e) . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of ControlControl and/or a Ratings Event, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers . In the event that the Holders of not less than 95% of the aggregate principal amount of the outstanding Notes accept an Change of Control Offer and the Company or a third party purchases all the Notes held by such Holders, the Company will comply with have the requirements right, on not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Rule 14e-1 under Control Offer described above, to redeem all of the Exchange Act and any other securities laws and regulations thereunder Notes that remain outstanding following such purchase at the purchase price equal to that in the Change of Control Offer plus, to the extent those laws not included in the Change of Control Offer payment, accrued and regulations are applicable in connection with each repurchase unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of Notes pursuant redemption. The obligation of the Company to make a Change of Control Offer. To Offer may be waived or modified at any time prior to the extent that the provisions occurrence of any securities laws or regulations conflict with the such Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue written consent of such complianceHolders of a majority in principal amount of the Notes.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Additional Interest on the Notes repurchased, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business 30 days following any Change of Control, Eldorado the Company will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier later than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.15 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit Holders of the Notes to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer, ; or (2) notice of redemption has been given pursuant to Section 3.07 hereofof this Indenture, unless and until there is a default in payment of the applicable redemption price. (ed) Notwithstanding anything If and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the exchange so require, the Company will publish notices relating to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer in a leading newspaper of general circulation in Luxembourg (which is madeexpected to be the Luxemburger Wort). (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 principal amount at maturity or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, Accreted Value thereof plus accrued and unpaid cash interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interestLiquidated Damages, thereon, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten business 30 days following any Change of Control, Eldorado will the Issuers shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3iii) that any Note not tendered will continue to accrete principal or accrue interest; (4iv) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrete principal or accrue interest after the Change of Control Payment Date; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount at maturity or an integral multiple thereof. The Issuers shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict. (b) On the Change of Control Payment Date, the Issuers willshall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount Accreted Value of Notes or portions of Notes thereof being purchased by the Issuers. (c) . The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly so tendered the Change of Control Payment for such NotesPayment, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount Accreted Value to any unpurchased portion of the Notes surrenderedsurrendered by such Holder, if any; provided, that each such new Note shall be denominated in a principal amount at maturity of $1,000 or an integral multiple thereof. (c) Prior to complying with any of the provisions of this Section 4.15, but in any event within 60 days following a Change of Control, the Issuers shall either: (i) repay in full all outstanding First-Lien Obligations and terminate all related commitments, or (ii) obtain the requisite consents, if any, under all agreements governing outstanding First-Lien Obligations to permit the repurchase of Notes required by this Section 4.15. Eldorado will The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) The Issuers shall first comply with Section 4.15(c) above before it shall be required to repurchase Notes pursuant to the provisions described above. The Issuer’s failure to comply with Section 4.15(c) shall (with notice and lapse of time) constitute an Event of Default described in Section 6.01(c) hereof, but shall not constitute an Event of Default described in Section 6.01(b) hereof. (e) The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (f) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (eg) Notwithstanding anything the foregoing, the Issuers shall not be required to the contrary contained herein, make a Change of Control Offer may be made as provided above if, in advance connection with or in contemplation of a any Change of Control, conditioned upon the consummation of such Change of Control, if it has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a definitive agreement is in place for cash price equal to or higher than the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply Payment and has purchased all Notes properly tendered in accordance with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue terms of such complianceAlternate Offer.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to €1,000 or an integral multiple of $€1,000 in excess thereof; provided that no Note will be purchased in part if such Note would have a remaining amount of less than the Minimum Denominations) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten business 30 days following any Change of Control, Eldorado will mail the Company shall send, by first class mail, a notice to each Holder (with copies to the Trustee and Paying Agent) each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile or e-mail transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 €1,000 in principal amount or an integral multiple of $€1,000 in excess thereof; provided that no Note will be purchased in part if such Note would have a remaining amount of less than the Minimum Denominations. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 3.06 hereof, unless and until there is a default in payment of the applicable redemption price. (ed) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to . In such a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15case, the Issuers will comply with related notice shall describe such condition, and if applicable, shall state that, in the applicable securities laws Company’s discretion, the purchase date may be delayed until such time as such condition shall be satisfied, or such purchase may not occur and regulations and will such notice may be rescinded in the event that such condition shall not be deemed to have breached its obligations under this Section 4.15 been satisfied by virtue of such compliancethe purchase date, or by the purchase date as so delayed.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the Issuers will right to require the Company to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess of $1,000 (or if a PIK Payment has been made, equal to $1.00 or an integral multiple of $1.00 in excess thereof)) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to to, but not including, the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, repurchase (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date date) (the “Change of Control Payment”). Within ten business 30 days following any Change of Control, Eldorado except as otherwise provided in Section 4.14(d), the Company will mail deliver a notice to each Holder (with copies a copy to the Trustee and Paying AgentTrustee) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter notice of withdrawal setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Hxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess of $1,000 (or if a PIK Payment has been made, in a principal amount of $1.00 or an integral multiple of $1.00 in excess thereof); provided, that a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (in a minimum principal amount of $1,000 and integral multiples of $1,000 in excess of $1,000 (or if a PIK Payment has been made, in a minimum principal amount of $1.00 and integral multiples of $1.00 in excess thereof)) properly tendered pursuant to the Change of Control OfferOffer and not properly withdrawn; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased repurchased by the Issuers.Company; and (c3) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000 in excess of $1,000 (or if a PIK Payment has been made, in a minimum principal amount of $1.00 and integral multiples of $1.00 in excess thereof). (c) The provisions described above in this Section 4.14 that require the Company to make a Change of Control Offer following a Change of Control are applicable whether or not any other provisions of this Indenture are applicable. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as reasonably practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption of all outstanding Notes has been given pursuant to Section 3.07 hereof3.07, unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. (e) Notwithstanding anything The Company’s obligation to the contrary contained herein, make a Change of Control Offer pursuant to this Section 4.14 may be made in advance waived or modified or terminated with the consent of the Holders of a Change majority in principal amount of Control, conditioned upon the consummation Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will Company will, to the extent permitted by the Intercreditor Agreement and Section 5.18(c) hereof, make an offer (a “"Change of Control Offer”") to each Holder Holder, at each Holders option, to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s such Holders Notes at a purchase price (the "Change of Control Payment"), payable in cash cash, equal to 101% the sum of (i) the aggregate principal amount Principal Amount of Notes repurchasedsuch Holders Notes, plus (ii) any accrued and unpaid interest, if any, on the Notes repurchased interest thereon to the date of purchase repurchase, plus accrued and unpaid interest, if any, on (iii) the Notes repurchased, Make-Whole Amount with respect to the date of purchase, subject to the rights of such Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)Notes. Within ten business 30 days following any Change of Control, Eldorado the Company will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) . that the Change of Control Offer is being made pursuant to this Section 4.15 5.18 and that all Notes tendered will be accepted for payment; (2) . the purchase price Change of Control Payment and the purchase daterepurchase date (the "Change of Control Payment Date"), which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)mailed; (3) . that any Note (or portion thereof) not tendered will continue to accrue interest; (4) . that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes (or portion thereof) accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) . that Holders electing to have any their Notes purchased repurchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” Purchase attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent Company at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) . that Holders will be entitled to withdraw their election if the Paying Agent Company receives, not later than the close of business on the second fourth Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount Principal Amount of Notes delivered for purchaserepurchase, and a statement that such Holder is withdrawing his election to have the Notes purchasedrepurchased; and (7) . that Holders whose Notes are being purchased repurchased only in part will be issued new Notes equal in principal amount Stated Value to the unpurchased portion of the Principal Amount of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount Principal Amount or an integral multiple of $1,000 in excess thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) . The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.155.18, the Issuers Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 5.18 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful and to the extent permitted by the Intercreditor Agreement and Section 5.18(c) hereof, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer. The Company will promptly (but in any case not later than two Business Days after the Change of Control Payment Date) make payment in accordance with Section 3.2, to each Holder of Notes properly tendered, the Change of Control Payment for such Notes, and the Company will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in Stated Value to any unpurchased portion of the Principal Amount of the Notes surrendered, if any; provided that each such new Note will be in a Stated Value of $1,000 or an integral multiple of $1,000. (c) Prior to the commencement of a Change in Control Offer, but in any event within 30 days following any Change in Control, and as a condition precedent to any payment pursuant to Section 5.18(b), Company will: 1. satisfy all First Lien Obligations; or

Offer to Repurchase Upon Change of Control. (a1) Upon the occurrence of If a Change of ControlControl Trigger Event occurs, the Issuers will Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchasedamount, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date repurchase (the “Change of Control Payment”). Within ten business 30 days following any a Change of ControlControl Trigger Event, Eldorado will the Company shall mail a notice to each Holder (with copies to and the Trustee and Paying Agent) describing the transaction or transactions that constitute constitutes the Change of Control Trigger Event and stating: (1a) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2b) the purchase price and the purchase date, which shall be no earlier than 30 days and but no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3c) that any Note not tendered will continue to accrue interestinterest and Additional Interest, if any; (4d) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Date; (5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and; (7g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 1,000, and (h) if the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, will be paid to the Person in excess thereofwhose name a Note is registered at the close of business on such record date, and no other interest will be payable to holders who tender pursuant to the Change of Control Offer. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Trigger Event. (b2) On or before 11:00 a.m. New York time on the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: (1a) accept for payment all Notes or portions thereof (in integral multiples of Notes $1,000) properly tendered pursuant to the Change of Control Offer; (2b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and (3c) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000. Eldorado will The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d3) Notwithstanding anything to the contrary in The Change of Control Offer provisions described above shall be applicable whether or nor any other provisions of this Section 4.15, the Issuers will Indenture are applicable. (4) The Company shall not be required to make a Change of Control Offer upon following a Change of Control Trigger Event if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.15 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e5) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15Indenture, the Issuers Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under described in this Section 4.15 Indenture by virtue of such compliancethe conflict.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of (a) a Change of ControlControl (if, at the Issuers will make an offer (a “Change of Control Offer”Time, the Notes do not have Investment Grade Status) to or (b) a Change of Control Triggering Event (if, at the Change of Control Time, the Notes have Investment Grade Status), each Holder will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof; provided that no Note of a principal amount of $1,000 2,000 or less shall be repurchased in excess thereofpart) of that such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date repurchase. Within 30 days following (the “i) any Change of Control Payment”). Within ten business days following any or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Change of Control, Eldorado a Change of Control Triggering Event, the Company will mail send a notice to each Holder (with copies to the Trustee and Paying Agent) each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the or Change of Control Offer is being made pursuant Triggering Event, as the case may be, and offering to this Section 4.15 and that all repurchase Notes tendered will be accepted for payment; (2) on the purchase price and the purchase datedate specified in such notice, which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”); (3) that any Note not tendered will continue , pursuant to accrue interest; (4) thatthe procedures required by this Indenture and described in such notice. The Change of Control Offer may be made up to 60 days prior to the occurrence of a Change of Control, unless conditional upon such Change of Control, if a definitive agreement is in place for the Issuers default in Change of Control at the payment time of making of the Change of Control PaymentOffer. The Company will comply with all applicable laws, including, without limitation, Section 14(e) of the Exchange Act and the rules thereunder and all Notes accepted for payment pursuant applicable federal and state securities laws, and will include all instructions and materials necessary to enable Holders to tender their Notes. To the Change extent that the provisions of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, such laws or rules conflict with the form entitled “Option provisions of Holder to Elect Purchase” attached to this Section 4.15, the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified Company’s compliance with such laws and rules shall not in the notice prior to the close and of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, itself cause a telegram, telex, facsimile transmission or letter setting forth the name breach of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereofCompany’s obligations under this Section 4.15. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; (2) on or prior to 10:00 a.m. New York City time, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted so accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) send to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate upon receipt of an Authentication Order and mail (or cause to be transferred by book book-entry) to each Holder a new Note equal in principal amount to any the unpurchased portion of the Notes surrenderedsurrendered by such Holder, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers The Company will not be required to make a Change of Control Offer upon a Change of Control or Change of Control Triggering Event, as applicable, if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (ed) Notwithstanding anything to If Holders of not less than 90% in aggregate principal amount of the contrary contained herein, outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer may be made in advance of and the Company, or any third party making a Change of ControlControl Offer in lieu of the Company as described above, conditioned purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon the consummation of not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such Change of Control, if a definitive agreement is in place for the Change of Control at the time purchase pursuant to the Change of Control Offer is made. described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but not including, the date of redemption (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder subject to the extent those laws and regulations are applicable in connection with each repurchase right of Holders of record of Notes pursuant on the relevant record date to a Change of Control Offer. To receive interest due on the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliancerelevant Interest Payment Date).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Issuers will make an offer (a “Change of Control Offer”) to each Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 and an integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on (the Notes repurchased, to the date “Change of purchase, Control Payment”) subject to the rights of Holders of Notes on the a relevant record date to receive interest due on the relevant corresponding interest payment date (that is on or prior to the “Change date of Control Payment”)repurchase. Within ten business 30 days following any Change of Control, Eldorado the Company will mail a notice to each Holder (with copies to the Trustee and Paying Agent) each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by this Indenture and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 and 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.15 hereof by virtue of such compliance. (b) On No later than the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuersCompany. (c) The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in The provisions of this Section 4.15, 4.15 that require the Issuers Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. (e) The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, hereof unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, and regardless of the Issuers will make an offer (a “Change applicability of Control Offer”) to any other provision hereof, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to of at least $1,000 principal amount or an integral multiple of $1,000 in excess thereof) of that such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, interest thereon to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten business 30 days following any a Change of Control, Eldorado will the Company shall mail a notice to each Holder of Notes at such Holder's registered address a notice stating: (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1i) that the Change of Control Offer an offer (an "Offer") is being made pursuant to this Section 4.15 as a result of a Change of Control, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Notes that all Notes tendered will be accepted for payment; payment pursuant to such Offer; (2ii) the purchase price price, the amount of accrued and unpaid interest as of the purchase date, and the purchase date (which shall will be no earlier than 30 days and no or later than 60 days from the date such notice is mailed mailed) (the “"Change of Control Payment Date”"); ; (3iii) the circumstances and material facts regarding such Change of Control to the extent known to the Company (including, but not limited to, information with respect to pro forma and historical financial information after giving effect to such Change of Control and information regarding the Person or Persons acquiring control); (iv) that any Note not tendered will continue to accrue interest; ; (4v) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5vii) that Holders electing to have any Notes purchased pursuant to a Change of Control an Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6viii) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7ix) that Holders whose Notes are being purchased only in part will shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess connection with the repurchase of Notes in connection with a Change of Control. To the extent that the provision of any securities laws or regulations conflict with the Change of Control Offer provisions herein, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligation under this Section 4.15 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly so accepted together with an Officer’s 's Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after at the Change expense of Control Payment Date) the Company to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail at the expense of the Company (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Eldorado will The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Any amounts remaining after the purchase of Notes pursuant to the Change of Control Offer shall be promptly returned by the Paying Agent to the Company. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 herein applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl Triggering Event, unless the Issuers will make Company has exercised its right to redeem the 2021 Notes as described in Section 7.01 hereof within 60 days after the Change of Control Triggering Event, each Holder shall have the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of such Holder’s 2021 Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to an integral multiple of $1,000 in excess thereof) of that Holder’s Notes ), at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”), subject to the rights of the Holders of the 2021 Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within ten business 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after public announcement of the pending Change of Control, Eldorado will mail the Company shall send, by first class mail, a notice to each Holder (of the 2021 Notes, with copies a copy to the Trustee and Paying Agent) Trustee, which notice shall govern the terms of the Change of Control Offer, describing the transaction or transactions that constitute the Change of Control Triggering Event and stating: (1i) that the Change of Control Offer is being made pursuant to this Section 4.15 5.04 and that all 2021 Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase date, which shall be no earlier than 30 days Business Days and no later than 60 days Business Days from the date such notice is mailed mailed, other than as may be required by law (the “Change of Control Payment Date”); (3iii) that any 2021 Note not tendered will continue to accrue interest; (4iv) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all 2021 Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; (5v) that Holders electing to have any 2021 Notes purchased pursuant to a Change of Control Offer will be required to surrender the 2021 Notes, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the 2021 Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile or other electronic transmission or letter setting forth the name of the Holder, the principal amount of 2021 Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the 2021 Notes purchased; and (7vii) that Holders whose 2021 Notes are being purchased only in part will be issued new 2021 Notes equal in principal amount to the unpurchased portion of the 2021 Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of 2021 Notes in connection with a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 5.04, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 5.04 by virtue of such conflict. (b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: , (1i) accept for payment all 2021 Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all 2021 Notes or portions of Notes thereof properly tendered; and tendered and (3iii) deliver or cause to be delivered to the Trustee (by book entry) the 2021 Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of 2021 Notes or portions of Notes thereof being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of 2021 Notes properly tendered the Change of Control Payment for such 2021 Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) entry to each Holder a new Note an interest in the 2021 Notes equal in principal amount to any unpurchased portion of the 2021 Notes surrenderedsurrendered by such Holder, if any; provided, that each such 2021 Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Eldorado will The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers . The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 5.04 and all other provisions of this Supplemental Indenture applicable to a Change of Control Offer made by the Company and purchases all 2021 Notes properly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will shall make an offer (a “the "Change of Control Offer”") to each Holder of Notes to repurchase all or any part (equal to US$1,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s 's Notes pursuant to the offer described below at a purchase price in cash equal to 101101 % of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business 40 days following any Change of Control, Eldorado will the Issuers shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.15 the covenant entitled "Change of Control" and that all Notes tendered will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no nor later than 60 40 days from the date such notice is mailed (the “"Change of Control Payment Date”"); ; (3) that any Note not tendered will continue to accrue interest; ; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached " on the reverse of the Notes, or similar form acceptable to the Notes Trustee, completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the such Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 US$1,000 in principal amount or an integral multiple thereof. The Issuers shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes in connection with a Change of Control. (b) On the Change of Control Payment Date, the Issuers willshall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes properly thereof tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by thereof tendered to the Issuers. (c) . The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered so accepted payment in an amount equal to the Change of Control Payment purchase price for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.new

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Issuers will make an offer (a “Change of Control Offer”) to each Holder will have the right to require the Company to repurchase all or any part (equal to an $2,000 or integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes at pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Indenture. Pursuant to such offer, the Company will offer a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest (including Special Interest, if any, ) on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to such date of purchase (the “Change of Control Payment”). Within ten business 30 days following any Change of Control, Eldorado the Company will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, electronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On or before the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedtendered and not properly withdrawn; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company purchases all of the Notes held by such Holders, the Company will have the right, in accordance with Section 3.07(d) hereof, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described in Section 4.15 (a) hereof, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest (including Special Interest, if any) on the Notes that remain outstanding to the date of redemption, subject to the right of the Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, Offer or (2) notice of redemption has been given pursuant to Section 3.07 3.03 hereof, unless and until there is a default in payment of the applicable redemption price. (e) . Notwithstanding anything to the contrary contained hereinin this Indenture, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will Company shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes 's Securities at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on ( the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business 10 days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder stating: (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1i) that the Change of Control Offer is being made pursuant to this Section 4.15 3.10 and that all Notes Securities tendered will be accepted for payment; ; (2ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); ; (3iii) that any Note Security not tendered will continue to accrue interest; ; (4iv) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes Securities accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5v) that Holders electing to have any Notes Securities purchased pursuant to a Change of Control Offer will be required to surrender the NotesSecurities, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the Notes reverse of the Securities completed, or transfer by book-entry transfer, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6vi) that Holders will be entitled to withdraw their tendered Securities and their election if to require the Company to purchase such Securities, provided, that the Paying Agent receives, not later than the close of business on the second Business Day preceding last day of the Change of Control Payment Dateoffer period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered Securities tendered for purchase, the Security certificate number and a statement that such Holder is withdrawing his tendered Securities and his election to have the Notes Securities purchased; and and (7vii) that Holders whose Notes Securities are being purchased only in part will be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of Securities as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 3.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.10 by virtue of such conflict. The Trustee shall have no duty or obligation to monitor or determine compliance with any such rule, law or regulation. (b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: , (1i) accept for payment all Notes Securities or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes Securities or portions of Notes properly tendered; and thereof so tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes properly Securities so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes Securities or portions of Notes thereof being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly Securities so tendered the Change of Control Payment for such NotesSecurities, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note Security equal in principal amount to any unpurchased portion of the Notes surrenderedSecurities surrendered by such Holder, if any; provided, that each such new Security shall be in a principal amount of $1,000 or an integral multiple thereof. Eldorado will The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.153.10, the Issuers will Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 3.10 and Section 2.03 hereof and all other provisions of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly Securities validly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to a minimum amount of $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to to, but not including, the date of purchase plus accrued and unpaid interest, if any, on (the Notes repurchased, to the date “Change of purchaseControl Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten business 30 days following any Change of Control, Eldorado the Company will mail send a notice to each Holder (Holder, with copies a copy to the Trustee and Paying Agent) Trustee, describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase dateexpiration date of the Change of Control Offer, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)sent; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telexelectronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to a minimum amount of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Issuers Company will, to the extent lawful: (1) , accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Payment Date: (21) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (32) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee Company will promptly issue a new Note, and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee, upon the written request of the Company, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Company will publicly announce to the Holders of the Notes the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption of all outstanding Notes has been given pursuant to Section 3.07 3.03 hereof, unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. (ed) Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate Offer is made. (fe) The Issuers will comply with In the requirements event that Holders of Rule 14e-1 under not less than 90% of the Exchange Act and any other securities laws and regulations thereunder to aggregate principal amount of the extent those laws and regulations are applicable in connection with each repurchase of outstanding Notes pursuant to accept a Change of Control Offer. To Offer or Alternate Offer and the extent that the provisions of any securities laws Company (or regulations conflict with a third party making the Change of Control provisions Offer or Alternate Offer in lieu of this Section 4.15the Company as described in paragraph (c) above) purchases all of the Notes held by such Holders, the Issuers Company will comply with have the applicable securities laws right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and regulations and will unpaid interest, if any, on the Notes that remain outstanding, to, but not be deemed including, the date of redemption (subject to have breached its obligations under this Section 4.15 by virtue the rights of such complianceHolders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will offer a payment in cash (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on (the Notes repurchased, to the date “Change of purchaseControl Purchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within ten business 30 days following any Change of Control, Eldorado the Company will mail send a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and statingoffering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required hereby and setting forth the following: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered will be accepted for payment; (2) the purchase price amount of the Change of Control Payment and the purchase dateChange of Control Purchase Date, which shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)sent; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Purchase Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company will comply with the applicable securities laws and regulations and will be deemed not to have breached its obligations under this Section 4.14 by virtue of such compliance. (b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Issuers Company will, to the extent lawful: (1) , accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date: (21) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (32) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent paying agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Purchase Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.15 herein applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 3.03 or 3.10 hereof, in each case unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and, on and after the relevant purchase date, has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. (ed) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (fe) The Issuers will comply with In the requirements event that Holders of Rule 14e-1 under not less than 90% in aggregate principal amount of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of outstanding Notes pursuant to accept a Change of Control Offer. To Offer or an Alternate Offer and the extent that Company (or any third party making such Change of Control Offer in lieu of the provisions Company as described above) purchases all of any securities laws or regulations conflict with the Notes held by such holders, the Company will have the right, upon not less than 10 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Change of Control provisions Offer or the Alternate Offer, to redeem all of this Section 4.15the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption (or in the case of an Alternate Offer, the Issuers will comply cash price of such Alternate Offer), in each case, subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date. (f) The provisions hereunder relative to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be amended, waived, modified or terminated with the applicable securities laws and regulations and will not be deemed consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to have breached its obligations under this Section 4.15 by virtue the occurrence of such complianceChange of Control.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder will have the Issuers will make right to require the Issuer to repurchase all or any portion (equal to US$1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to an integral multiple on the terms set forth in this Section 4.14. In the Change of $1,000 in excess thereof) of that Holder’s Notes at Control Offer, the Issuer will offer a purchase price payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued interest and unpaid interestAdditional Interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date repurchase (the “Change of Control Payment”). . (b) Within ten business 30 days following any Change of Control, Eldorado the Issuer will mail a notice notice, by first-class mail, with a copy to the Trustee, to each Holder (with copies excluding Cxxxxxx or any of its Restricted Subsidiaries), at such Holder’s address appearing in the security register kept by the principal Registrar, offering to repurchase Notes on the Trustee and Paying Agent) describing date specified in the transaction or transactions that constitute notice (the “Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase datePayment Date”), which shall date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (or such later date as is necessary to comply with clause (e) below). The notice shall further state: (1) that a Change of Control has occurred and the “date it occurred, along with a description of the transaction or transactions that constitute the Change of Control; (2) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes timely tendered will be accepted for payment; (3) the amount of the Change of Control Payment; (4) the Change of Control Payment Date”); (35) that any Note (or portion thereof) not tendered will or accepted for payment shall continue to accrue interest; (46) that, unless the Issuers default Issuer defaults in the making payment of the Change of Control Payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; (57) that Holders electing to have any Notes a Note purchased pursuant to a any Change of Control Offer will shall be required to surrender the NotesNote, with the form entitled “Option of Holder to Elect Purchase” attached to on the Notes reverse of the Note completed, or transfer the Note by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding at least three days before the Change of Control Payment Date; (6) 8) that Holders will shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent Agent, as the case may be, receives, not later than the close of business on the second one Business Day preceding before the Change of Control Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Note the Holder delivered for purchase, purchase and a statement that such Holder is withdrawing his election to have the Notes such Note purchased; and (79) the procedures that Holders whose must follow in order to tender their Notes are being purchased only (or portions thereof) for payment, and the procedures that Holders must follow in part will be issued new order to withdraw an election to tender Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount (or an integral multiple of $1,000 in excess portions thereof) for payment. (bc) On the Change of Control Payment Date, the Issuers Issuer or its designated agent will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Issuer. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything One Business Day prior to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Payment Date, the Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of all Notes to be purchased on that Change of Control Payment Date, including accrued and unpaid interest (including Additional Interest, if any) on such Notes. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest (1including Additional Interest, if any) a third party makes on, all Notes to be purchased. (e) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case no later than three Business Days after the Change of Control Payment Date) mail or deliver to each Holder that has properly tendered its Notes pursuant to the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under an amount equal to the Change of Control OfferPayment for such Notes, and the Issuer shall promptly issue, and the Trustee, upon written request from the Issuer shall authenticate at the expense of the Issuer and mail (or (2cause to be transferred by book entry) notice to each such Holder, a new Note in a principal amount equal to any unpurchased portion of redemption has been given the Note surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. No Note in principal amount of US$1,000 or less can be purchased in part pursuant to this Section 3.07 hereof, unless and until there is a default in payment 4.14; except that if all of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance Notes of a Change Holder are to be purchased, the entire outstanding amount of ControlNotes held by such Holder, conditioned upon the consummation even if not a multiple of such Change of ControlUS$1,000, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is madeshall be purchased. (f) The Issuers Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.154.14, the Issuers Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 4.14 by virtue of such complianceconflict. (g) Notwithstanding anything to the contrary in this Section 4.14, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 hereof and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued interest and unpaid interestSpecial Interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date repurchase (the “Change of Control Payment”). Within ten business 30 days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.15 by virtue of such conflict. (b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Eldorado will The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages on the Notes repurchased, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business days following any Change of Control, Eldorado the Company will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier later than 30 business days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) . The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of Section 3.09 hereof or this Section 4.15, the Issuers Company will not be required to comply with the applicable securities laws and regulations such provisions and will not be deemed to have breached its obligations under this Section 4.15 such provisions by virtue reason of such compliancenoncompliance.

Offer to Repurchase Upon Change of Control. (a1) Upon No later than 30 days following the occurrence of a Change of Control, unless the Issuers will have previously or concurrently exercised their right to redeem all of the Notes pursuant to Section 3.07, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased thereon to the date of purchase plus accrued and unpaid interest, if any, on settlement (the Notes repurchased, to the date “Change of purchaseControl Settlement Date”), subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant an interest payment date (that is on or prior to the “Change of Control Payment”)Settlement Date. Within ten business No later than 30 days following any a Change of Control, Eldorado will unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes pursuant to Section 3.07, the Company shall mail a notice of the Change of Control Offer to each Holder (with copies to and the Trustee and Paying Agent) describing the transaction or transactions that constitute constitutes the Change of Control and stating: (1a) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not validly withdrawn will be accepted for payment; (2b) the purchase price and the purchase date, which shall be no earlier than 30 days and but no later than 60 days from the date such notice is mailed (the “Change of Control Payment Purchase Date”); (3c) that the Change of Control Offer will expire as of the time specified in such notice on the Change of Control Purchase Date and that the Company shall pay the Change of Control Purchase Price for all Notes accepted for purchase as of the Change of Control Purchase Date promptly thereafter on the Change of Control Settlement Date; (d) that any Note not tendered will continue to accrue interest; (4e) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Settlement Date; (5f) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close termination of business on the third Business Day preceding the Change of Control Payment Offer on the Change of Control Purchase Date; (6g) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second five (5) Business Day preceding Days prior to the Change of Control Payment Offer Settlement Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the Notes purchased; and (7h) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereofof $2,000. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the 52 applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of such conflict. (b2) On the Change of Control Payment Settlement Date, the Issuers willCompany shall, to the extent lawful: (1) , accept for payment all Notes or portions thereof (in minimum denominations of Notes $2,000 and in integral multiples of $1,000 in excess of $2,000) properly tendered (and not validly withdrawn) pursuant to the Change of Control Offer;. Promptly thereafter on the Change of Control Settlement Date the Company shall: (2a) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedthereof so tendered (and not validly withdrawn); and (3b) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) The Paying Agent will promptly mail (but in any case not later than five days after Company. On the Change of Control Payment Settlement Date) , the Paying Agent shall mail to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) and the Trustee will promptly authenticate shall authenticate, upon Company Order, and mail (or cause appropriate adjustments will be made in accordance with Applicable Procedures with respect to be transferred by book entryGlobal Notes) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Eldorado will The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Purchase Date. (d3) Notwithstanding anything The Change of Control provisions of this Section 4.15 shall be applicable whether or nor any other provisions of this Indenture are applicable. (4) Prior to complying with any of the contrary in provisions of this Section 4.15, but in any event no later than the Issuers will Change of Control Settlement Date, the Company or any Guarantor must either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt if and to the extent needed to permit the repurchase of Notes required by this Section 4.15. (5) The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.15 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) . Notwithstanding anything to the contrary contained herein, a Change of Control Offer by the Company or a third party may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, the Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Co-Issuers to repurchase all or any part portion (equal to a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth in this Indenture; provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000. In the Change of Control Offer, the Co-Issuers will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued (such payment, the “Change of Control Payment,” and unpaid interest, if any, on the Notes repurchased, to the such date of purchase, the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the a relevant record date to receive interest due on the relevant an interest payment date (occurring on or prior to the “Change of Control Payment”)Payment Date. Within ten business 30 days following any Change of ControlControl Triggering Event, Eldorado except to the extent the Co-Issuers have delivered notice to the Trustee of their intention to redeem Notes pursuant to Section 3.07 and/or paragraph 5 of such Note, the Co-Issuers will mail deliver or cause to be delivered a notice of such Change of Control Offer electronically in accordance with the applicable procedures of DTC or by first-class mail, with a copy to the Trustee, to each Holder (of Notes at the address of such Holder appearing in the Notes register or otherwise in accordance with copies to the Trustee and Paying Agent) applicable procedures of DTC, describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.13 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase dateChange of Control Payment Date, which date shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (delivered, pursuant to the “procedures required by this Indenture, except in the case of a conditional Change of Control Payment Date”Offer made in advance of a Change of Control Triggering Event pursuant to 4.13(a)(8); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Co-Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close expiration of business on the second Business Day preceding Change of Control Offer period (or the date otherwise set forth in the notice), which shall be specified in the notice if different from the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the such Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; andpurchased or a withdrawal of the Note by book-entry transfer; (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion option must be equal to a minimum denomination of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal 8) if such notice is delivered prior to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance occurrence of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time stating that the Change of Control Offer is madeconditional on the occurrence of such Change of Control and describing each such condition, and if applicable, stating that, in the Co-Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered) as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Co-Issuers shall determine that any or all of such conditions shall not have been satisfied by the Change of Control Payment Date (as so delayed, if applicable); and (9) the other instructions, as determined by the Co-Issuers, consistent with this Section 4.13, that a Holder must follow in order to have its Notes repurchased. (fb) The Co-Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.this

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, except as provided in this Section 4.15, the Issuers Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on (the Notes repurchased, to the date “Change of purchaseControl Payment Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within ten business 30 days following any Change of Control, Eldorado the Company will mail send a notice to each Holder (Holder, with copies a copy to the Trustee and Paying Agent) Trustee, describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase dateexpiration date of the Change of Control Offer, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)sent; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telexelectronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Issuers Company will, to the extent lawful: (1) , accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date: (21) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (32) deliver or cause to be delivered to the Trustee the Notes properly accepted for payment, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Company will publicly announce to the Holders of Notes the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption of all outstanding Notes has been given pursuant to Section 3.07 3.03 hereof, unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. (ed) Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate Offer is made. (f) . The Issuers will comply with the requirements closing date of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable such Change of Control Offer made in connection with each repurchase advance of Notes pursuant to a Change of Control Offer. To may be changed to conform to the extent actual closing date of the Change of Control; provided that such closing date is not earlier than 30 days nor later than 60 days from the provisions of any securities laws or regulations conflict with date the Change of Control provisions Offer notice is sent pursuant to Section 4.15(a) hereof. (e) In the event that Holders of this Section 4.15not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and the Company (or any third party making such Change of Control Offer or Alternate Offer in lieu of the Company as described in paragraph (c) above) purchases all of the Notes held by such Holders, the Issuers will comply with have the applicable securities laws right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment, plus, to the extent not included in the Change of Control Payment, accrued and regulations and will not be deemed unpaid interest, if any, on the Notes that remain outstanding, to have breached its obligations under this Section 4.15 by virtue the date of such complianceredemption (subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will Company shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased thereon to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date repurchase (the “"Change of Control Payment”"). Within ten business 60 days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: : (1i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; ; (2ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); ; (3iii) that any Note not tendered will continue to accrue interest; ; (4iv) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) . The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with each the repurchase of Notes pursuant to in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such complianceControl.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers will shall make an offer to purchase all of the Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights right of Holders of the Notes of record on the relevant record date Record Date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)Interest Payment Date. Within ten business 30 days following any Change of Control, Eldorado will mail the Issuers shall send notice of such Change of Control Offer by first-class mail, with a notice to each Holder (with copies copy to the Trustee and Paying each Agent) describing , to each Holder of Notes to the transaction or transactions that constitute address of such Holder appearing in the Change of Control and statingsecurity register, with the following information: (1) that the a Change of Control Offer is being made pursuant to this Section 4.15 4.14. and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for paymentpayment by the Issuers; (2) the purchase price and the purchase date, which shall will be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that, that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of such Notes completed, or transfer by book-entry transfer, to the Paying Agent paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their tendered Notes and their election if to require the Paying Agent Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the second Business Day preceding 30th day following the date of the Change of Control Payment Datenotice, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his its tendered Notes and its election to have the such Notes purchased; and; (7) that if the Issuers are redeeming less than all of the Notes, the Holders whose of the remaining Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered, which . The unpurchased portion of the Notes must be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 1,000, in excess each case in principal amount; and (8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow. (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful:permitted by law, (1) accept for payment all Notes issued by them or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; , and (3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes properly so accepted together with an Officer’s Certificate to the Trustee stating the aggregate principal amount of that such Notes or portions of Notes being thereof have been tendered to and purchased by the Issuers. (c) The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will shall not be required to make a Change of Control Offer upon following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned conditional upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer is madeOffer. (fd) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and Other than as specifically provided in this Section 4.14, any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes purchase pursuant to a Change of Control Offer. To the extent that this Section 4.14 shall be made pursuant to the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15Sections 3.02, the Issuers will comply with the applicable securities laws 3.05 and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance3.06 hereof.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of the Issuers Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to but excluding the date of purchase, subject to the rights right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within ten business 30 days following any Change of Control, Eldorado the Company will mail send a notice to each Holder (with copies a copy to the Trustee and Paying AgentTrustee) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes properly tendered prior to the expiration of the Change of Control Offer will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”); (3) that any Note not tendered repurchased will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Hxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) On The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. (c) Promptly following the expiration of the Change of Control Payment DateOffer, the Issuers Company will, to the extent lawful: (1) , accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;, and the Company will: (21) on the Change of Control Payment Date, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and (32) on the Change of Control Payment Date, deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) The Paying Agent will promptly mail (but in any case not later than five days after Company. On the Change of Control Payment Date) , the Paying Agent will send to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Eldorado Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.154.14, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) a notice of redemption has been given pursuant to Section 3.07 hereof3.07, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer is madeOffer. (f) The Issuers will comply with Notes repurchased by the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes Company pursuant to a Change of Control OfferOffer will have the status of Notes issued but not outstanding or will be retired and canceled, at the Company’s option. To Notes purchased by a third party pursuant to the extent preceding paragraph will have the status of Notes issued and outstanding. (g) The provisions described above that require the provisions of any securities laws or regulations conflict with the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such complianceIndenture are applicable.

Offer to Repurchase Upon Change of Control. (a1) Upon the occurrence of a Change of Control, the Issuers will Company shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchasedamount, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date repurchase (the “"Change of Control Payment”"). Within ten business 30 days following any a Change of Control, Eldorado will the Company shall mail a notice to each Holder (with copies to and the Trustee and Paying Agent) describing the transaction or transactions that constitute constitutes the Change of Control and stating: (1a) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2b) the purchase price and the purchase date, which shall be no earlier than 30 days and but no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); (3c) that any Note not tendered will continue to accrue interestinterest and Additional Interest, if any; (4d) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Date; (5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and; (7g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof, and (h) if the Change of $1,000 Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, will be paid to the Person in excess thereofwhose name a Note is registered at the close of business on such record date, and no other interest will be payable to holders who tender pursuant to the Change of Control Offer. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control. (b2) On or before 11:00 a.m. New York time on the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: (1a) accept for payment all Notes or portions thereof (in integral multiples of Notes $1,000) properly tendered pursuant to the Change of Control Offer; (2b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and (3c) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $1,000 or an integral multiple o $1,000. Eldorado will The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d3) Notwithstanding anything to the contrary in The Change of Control provisions described above shall be applicable whether or nor any other provisions of this Section 4.15, the Issuers will Indenture are applicable. (4) The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.15 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e5) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15Indenture, the Issuers Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under described in this Section 4.15 Indenture by virtue of such compliancethe conflict.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) of that such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased thereon to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business 30 calendar days following any Change of Control, Eldorado the Company will mail a notice to each Holder stating: (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1i) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered will be accepted for payment; ; (2ii) the purchase price and the purchase date, which shall will be no earlier than 30 calendar days and no nor later than 60 calendar days from the date such notice is mailed (the “"Change of Control Payment Date”"); ; (3iii) that any Note not tendered will continue to accrue interest; ; (4iv) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; ; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his such Holder's election to have the such Notes purchased; and and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereof. (b) connection with the repurchase of the Notes in connection with a Change of Control. On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: , (1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of the Notes or portions of Notes being thereof required to be purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered so accepted the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Eldorado will Prior to complying with the provisions of this Section 4.14, but in any event within 90 calendar days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to an $100,000 or integral multiple multiples of $1,000 in excess thereofabove $100,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"CHANGE OF CONTROL PAYMENT"). Within 10 days following the date on which a Change of Control Payment”). Within ten business days following any Change of Controloccurs, Eldorado the Company will mail mail, by first-class mail, a notice to each Holder (Holder, with copies a copy to the Trustee and Paying Agent) Trustee, describing the transaction or transactions that constitute the Change of Control and stating: (1i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"); (3iii) that any Note not tendered will continue to accrue interest; (4iv) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to a minimum of $2,000 100,000 in principal amount or an integral multiple of $1,000 above $100,000. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days Business Days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control (i) if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2ii) if a notice of redemption has been is given pursuant to Section 3.07 hereof, unless hereof and until there the redemption described therein is a default effected in payment of the applicable redemption priceaccordance therewith. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will Company shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $100,000 or an integral multiple of $1,000 5,000 in excess thereofof $100,000) of that each Holder’s Notes 's Series 2004A Bonds at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest on the Series 0000X Xxxxx xxxxxxxxxxx, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business thirty days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes Series 2004A Bonds tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest[Reserved]; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date[Reserved]; (5) that Holders electing to have any Notes Series 2004A Bonds purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached Series 2004A Bonds to the Notes completed, or transfer by book-entry transfer, to the Paying Agent paying agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent such paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Series 2004A Bonds delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes Series 2004A Bonds purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount [Reserved]. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the unpurchased portion extent those laws and regulations are applicable in connection with the repurchase of the Notes surrenderedSeries 2004A Bonds as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.15 of this Guarantee Agreement, which unpurchased portion must the Company shall comply with the applicable securities laws and regulations and will not be equal deemed to $2,000 in principal amount or an integral multiple have breached its obligations under this Section 4.15 by virtue of $1,000 in excess thereofsuch conflict. (b) On the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: (1) accept for payment all Notes Series 2004A Bonds or portions of Notes Series 2004A Bonds properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes Series 2004A Bonds or portions of Notes Series 2004A Bonds properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes Series 2004A Bonds properly accepted together with an Officer’s 's Certificate stating the aggregate principal amount of Notes Series 2004A Bonds or portions of Notes Series 2004A Bonds being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes Series 2004A Bonds properly tendered and not withdrawn under the Change of Control Offer, Offer or (2) notice of redemption has been given pursuant to Section 3.07 hereof, the Indenture unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will offer a payment in cash (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on (the Notes repurchased, to the date “Change of purchaseControl Purchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within ten business 30 days following any Change of Control, Eldorado the Company will mail send a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and statingoffering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required hereby and setting forth the following: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered will be accepted for payment; (2) the purchase price amount of the Change of Control Payment and the purchase dateChange of Control Purchase Date, which shall be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)sent; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Purchase Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company will comply with the applicable securities laws and regulations and will be deemed not to have breached its obligations under this Section 4.14 by virtue of such compliance. (b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Issuers Company will, to the extent lawful: (1) , accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date: (21) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (32) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent paying agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Purchase Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.15 herein applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 3.03 hereof, unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and, on and after the relevant purchase date, has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. (ed) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (fe) The Issuers will comply with In the requirements event that Holders of Rule 14e-1 under not less than 90% in aggregate principal amount of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of outstanding Notes pursuant to accept a Change of Control Offer. To Offer or an Alternate Offer and the extent that Company (or any third party making such Change of Control Offer in lieu of the provisions Company as described above) purchases all of any securities laws or regulations conflict with the Notes held by such holders, the Company will have the right, upon not less than 15 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Change of Control provisions Offer, to redeem all of this Section 4.15the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the Issuers will comply extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption (or, in the case of an Alternate Offer, at the purchase price paid in accordance with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue terms of such complianceAlternate Offer, plus, to the extent not included in the terms of such Alternate Offer, accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption), in each case subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (f) The provisions hereunder relative to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be amended, waived, modified or terminated with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to the occurrence of such Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, except as provided in this Section 4.15, the Issuers Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to to, but excluding, the date of purchase plus accrued and unpaid interest, if any, on (the Notes repurchased, to the date “Change of purchaseControl Payment Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within ten business 30 days following any Change of Control, Eldorado the Company will mail send a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase dateexpiration date of the Change of Control Offer, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)sent; (3iii) that any Note not tendered will continue to accrue interest; (4iv) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telexelectronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Issuers Company will, to the extent lawful: (1) , accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Payment Date: (2i) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3ii) deliver or cause to be delivered to the Trustee the Notes properly accepted for payment, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Company will announce publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2ii) notice of redemption of all outstanding Notes has been given pursuant to Section 3.07 3.03 hereof, unless and until there is a default in payment of the applicable redemption priceprice or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. (ed) Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate Offer is made. (f) . The Issuers will comply with the requirements closing date of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable Change of Control Offer made in connection with each repurchase advance of Notes pursuant to a Change of Control Offer. To may be changed to conform to the extent actual closing date of the Change of Control; provided that such closing date is not earlier than 30 days nor later than 60 days from the provisions of any securities laws or regulations conflict with date the Change of Control provisions of this Offer notice is sent pursuant to Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance4.15(a) hereof.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Issuer will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to an €100,000 or in integral multiple multiples of $1,000 €1 in excess thereof) of that Holder’s Xxxxxx's Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture. No such purchase in part shall reduce the principal amount at maturity of the Notes held by any Holder to below €1. In the Change of Control Offer, the Issuer will offer a purchase price payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on (the Notes repurchased, to the date "Change of purchaseControl Payment"), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within ten business 10 days following any Change of Control, Eldorado the Issuer will mail deliver a notice to each Holder (in accordance with copies to the Trustee procedures of Section 3.03 and Paying Agent) describing the transaction or transactions Section 14.01 hereof, stating that constitute the a Change of Control Offer is being made and statingoffering to repurchase Notes on the date (the "Change of Control Payment Date") specified in the notice: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase dateChange of Control Payment Date, which shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)or delivered; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent or the tender agent for such Change of Control Offer, as the case may be, at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 €100,000 in principal amount or an integral multiple of $1,000 €1 in excess thereof. (b) The Issuer will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with any applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance. (c) On the Change of Control Payment Date, the Issuers Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (equal to €100,000 or an integral multiple of €1 in excess thereof) properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent or the tender agent for such Change of Control Offer, as the case may be, an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s 's Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Issuer. The Paying Agent or tender agent for the Change of Control Offer, as applicable, will promptly mail (but in any case not later than five days after the Change of Control Payment Dateor cause to be delivered) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee (or an authentication agent approved by it) will promptly authenticate and mail (or cause to be transferred by book book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note or Notes shall be in a principal amount of at least €100,000 and in minimum denominations of €1 or integral multiples thereof. Eldorado The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions of this Section 4.14 that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. (d) Notwithstanding anything to the contrary in this Section 4.154.14, the Issuers Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) a notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) . Notwithstanding anything to the contrary contained hereinin this Section 4.14, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon Subject to subparagraph (c) below, upon the occurrence of a Change of Control, the Issuers will Company shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes 's Debentures at a purchase an offer price in cash equal to 101100% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased thereon to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date repurchase (the “"Change of Control Payment”"). Within ten business 30 days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder stating: (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1i) that the Change of Control Offer is being made pursuant to this Section 4.15 4.08 and that all Notes Debentures validly tendered and not withdrawn will be accepted for payment; ; (2ii) the purchase price and the purchase date, which shall be no earlier than 30 days and but no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); ; (3iii) that any Note Debenture not tendered will continue to accrue interest; ; (4iv) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes Debentures accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5v) that Holders electing to have any Notes Debentures purchased pursuant to a Change of Control Offer will be required to surrender the NotesDebentures, properly endorsed for transfer together with the form entitled “"Option of Holder to Elect Purchase” attached to " on the Notes completed, or transfer by book-entry transferreverse of the Debentures completed and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Debentures delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes Debentures purchased; and and (7vii) that Holders whose Notes Debentures are being purchased only in part will be issued new Notes Debentures equal in principal amount to the unpurchased portion of the Notes Debentures surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.be

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Issuers will make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth herein. In the Change of Control Offer (subject to the conditions required by applicable law, if any), the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within No earlier than ten business days and no later than 20 days following any Change of Control, Eldorado the Company will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) . Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will Company shall make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased thereon to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date repurchase (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within ten business 30 days following any Change of Control, Eldorado will the Company shall mail a notice to each Holder (with copies to and the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes validly tendered and not withdrawn will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and but no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"); ; (3) that any Note not tendered will continue to accrue interest; ; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of Notes as a result of a Change of Control. (b) On or before 10:00 a.m. New York time on the Change of Control Payment Date, the Issuers willCompany shall, to the extent lawful: , (1a) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3c) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s 's Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) Company. The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; PROVIDED, HOWEVER, that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Eldorado will The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder will have the Issuers will make right to require the Issuer to repurchase all or any part of that Holder’s Notes (equal to $2,000 or an offer integral multiple of $1 in excess thereof) pursuant to this Section 4.15 (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to an integral multiple ). In the Change of $1,000 in excess thereof) of that Holder’s Notes at Control Offer, the Issuer will offer the Holders a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten business fifteen (15) days following any Change of Control, Eldorado the Issuer will mail a notice to each Holder (with copies a copy to the Trustee and Paying AgentTrustee) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 thirty (30) days and no later than 60 sixty (60) days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Issuer defaults in the payment of the Change of Control Payment, all any Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer a beneficial interest in the Notes by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, the serial number for Notes held in definitive form and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 1 in excess thereof. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly validly tendered (and not validly withdrawn) pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedvalidly tendered (and not validly withdrawn); and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate of the Issuer stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuersIssuer. (c) The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly validly tendered (and not validly withdrawn) the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Issuers The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly validly tendered (and not withdrawn validly withdrawn) under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 3.01 hereof, unless and until there is a default in payment of the applicable redemption price. (e) . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages on the Notes repurchased, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business days following any Change of Control, Eldorado the Issuers will mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Issuers will comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under Section 3.09 or this Section 4.15 by virtue of such conflict. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) . The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof. Eldorado The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers will shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s 's Notes at a purchase an Offer price in cash equal to 101% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased thereon, to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within ten business 30 days following any a Change of Control, Eldorado will the Issuers shall mail a notice to each Holder (with copies to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier later than 30 days and no later than 60 business days from the date such notice is mailed (the “"Change of Control Payment Date”"); ; (3) that any Note not tendered will continue to accrue interest; ; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Issuers shall comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in excess thereofconnection with the repurchase of Notes in connection with a Change of Control. (b) On the Change of Control Payment Date, the Issuers willshall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Issuers. (c) . The Paying Agent will shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrenderedNotes, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Eldorado will Prior to complying with the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Issuers shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will shall not be required to make a Change of Control Offer upon following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.of

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuers Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchase plus accrued and unpaid interest, if any, on the Notes repurchasedthereon, to the date Change of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Control Payment Date (the “Change of Control Payment”). Within ten business 60 days following any Change of Control, Eldorado the Company will mail mail, or will cause to be mailed, a notice to each Holder (with copies offering to the Trustee and Paying Agent) describing the transaction or transactions that constitute the Change of Control repurchase Notes and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed mailed, other than as may be required by law (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have all or any part of their Notes purchased repurchased pursuant to a Change of Control Offer will be required to surrender the such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent paying agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of $1,000 Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in excess thereofconnection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. (c) Company. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Eldorado The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (dc) Notwithstanding anything to the contrary in this Section 4.15, the Issuers Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (ed) Notwithstanding anything to Unless the contrary contained herein, a Change Company defaults in the payment of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time Payment, all Notes accepted for payment pursuant to the Change of Control Offer is made. (f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder cease to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with accrue interest after the Change of Control provisions Payment Date. If any Change of this Section 4.15Control Payment Date is on or after an interest record date and on or before the associated interest payment date, any accrued and unpaid interest and Additional Interest, if any, due on such interest payment date will be paid to the Issuers will comply with Person in whose name a note is registered at the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue close of business on such complianceinterest record date.