EXHIBIT 4.5 AMENDMENT NO. 2 TO LOAN AGREEMENT This Amendment No. 2 to Loan Agreement (this "Amendment") dated as of July 23, 1997 is entered into with reference to the Amended and Restated Loan Agreement dated as of July 31, 1996, among Eldorado...Loan Agreement • March 30th, 2000 • Eldorado Resorts LLC • Hotels & motels
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 30th, 2000 • Eldorado Resorts LLC • Hotels & motels
ContractEldorado Resorts LLC • March 29th, 2002 • Hotels & motels • Nevada
THE LIENS GRANTED PURSUANT TO THIS INSTRUMENT ARE SUBJECT AND SUBORDINATE TO THE LIENS GRANTED TO BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, PURSUANT TO AN INTERCREDITOR AGREEMENT DATED AS OF MARCH 5, 2002 WITH BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT (THE “INTERCREDITOR AGREEMENT”).
UNIT OPTION AGREEMENTUnit Option Agreement • August 14th, 2001 • Eldorado Resorts LLC • Hotels & motels • Nevada
This Unit Option Agreement (the "Agreement") is effective as of the 29th day of June 2001 (the "Effective Date"), by and among Robert and Nana Sullivan, as Co-Trustees of the Robert and Nana Sullivan Family Trust (u/d/t December 30, 1997) (the "Optionor"), and Eldorado Resorts, LLC, a Nevada limited liability company ("Optionee"). Capitalized terms not otherwise defined in this Agreement shall have the meaning given them by the Operating Agreement (the "Operating Agreement") of Tamarack Crossing, LLC (the "Company") as the same may be amended from time to time.
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
THIS INTERCREDITOR AGREEMENT (“Agreement”), dated as of March 5, 2002, is entered into by and among BANK OF AMERICA, N.A., as Administrative Agent for the Lenders under the Credit Agreement referred to below, THE BANK OF NEW YORK as Trustee for the Noteholders referred to below (the “Trustee”), CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (“Borrower”), and SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Capital”, and together with Borrower, “Debtors”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Credit Agreement (defined below).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 14th, 2003 • Eldorado Resorts LLC • Hotels & motels
This Amendment No. 2 to Second Amended and Restated Loan Agreement (this “Amendment”) dated as of September 10, 2003 is made with reference to the Second Amended and Restated Loan Agreement, dated as of June 29, 2001, as amended by Amendment No. 1 to Second Amended and Restated Loan Agreement dated as of December 31, 2001 (as so amended, the “Loan Agreement”), among Eldorado Resorts LLC (the “Borrower”), the Banks referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized terms used in this Amendment but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The Borrower and the Administrative Agent, acting on behalf of the Majority Banks in accordance with Section 11.2 of the Loan Agreement hereby agree as follows:
SECOND AMENDED AND RESTATED LOAN AGREEMENT Dated as of June 29, 2001 among ELDORADO RESORTS LLC as Borrower, the Banks referred to herein, and BANK OF AMERICA, N.A. as Issuing Bank and Administrative Agent BANC OF AMERICA SECURITIES LLC, Lead Arranger...Loan Agreement • August 14th, 2001 • Eldorado Resorts LLC • Hotels & motels • Nevada
This SECOND AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is entered into among Eldorado Resorts LLC, a Nevada limited liability company ("Borrower"), Bank of America, N.A., as sole initial Bank, Issuing Bank and Administrative Agent. While not a party hereto, Banc of America Securities, LLC has served as the Lead Arranger and sole Book Manager for the credit facilities described herein. From time to time, other lenders may become parties to this Agreement by means of a Commitment Assignment and Acceptance executed in accordance with Section 11.8 (each such Lender and Bank of America, N.A. are collectively, the "Banks" and individually, a "Bank"). Borrower and Bank of America, N.A. hereby agree with reference to the following facts:
REDEMPTION DEPOSIT AGREEMENTRedemption Deposit Agreement • May 14th, 2004 • Eldorado Resorts LLC • Hotels & motels • New York
THIS REDEMPTION DEPOSIT AGREEMENT (this “Agreement”), dated April 20, 2004, by and among ELDORADO RESORTS LLC (the “Company”), ELDORADO CAPITAL CORP. (“Capital”; the Company and Capital are collectively the “Issuers”), and U.S. Bank National Association, in its capacity as trustee (the “Trustee”) under the Indenture (hereinafter described);
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 5, 2002 among CIRCUS AND ELDORADO JOINT VENTURE, as Borrower, the Lenders described herein, and BANK OF AMERICA, N.A., as Administrative Agent BANC OF AMERICA SECURITIES LLC as Sole...Credit Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of March 5, 2002 and entered into by and among CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (“Borrower”), the financial institutions listed on the signature pages hereof (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (“Administrative Agent”) with reference to the following facts.
EXHIBIT "A" TO THE OPERATING AGREEMENT OF ELDORADO LIMITED LIABILITY COMPANYEldorado Resorts LLC • August 14th, 1998 • Hotels & motels
RECORDING REQUESTED BY: APN Number: 007-291-25Assignment of Rents and Revenues • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This GUARANTOR SECURITY AGREEMENT (this “Agreement”) is dated as of March 5, 2002 and entered into by and between SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Grantor”), and BANK OF AMERICA, N.A. (“Administrative Agent”) as agent for and representative of (in such capacity herein called “Secured Party”) the financial institutions (“Lenders”) party to the Credit Agreement (as hereinafter defined) (“Secured Party”).
FIRST AMENDMENT TO OPERATING AGREEMENT OF TAMARACK CROSSING, LLCEldorado Resorts LLC • August 14th, 2001 • Hotels & motels
This First Amendment to the Operating Agreement of Tamarack Crossing, LLC, a Nevada limited liability company (this "Amendment") is made this 29th day of June, 2001, by and among its Members and Managers, who covenant and agree as follows:
SECURITY AGREEMENTSecurity Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This SECURITY AGREEMENT (this “Agreement”) is dated as of March 5, 2002 and entered into by and between CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (“Partnership” and in its capacity hereunder “Grantor”), SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Capital” and in its capacity hereunder “Grantor” and together with Partnership “Grantors”), for the benefit of THE BANK OF NEW YORK, as trustee (in such capacity herein called “Secured Party”) under that certain Indenture dated as of March 5, 2002 (the “Indenture”) with respect to the 10 1/8% Mortgage Notes due 2012 (the “Notes”) issued and to be issued by Grantors.
EXHIBIT 4.6 AMENDMENT NO. 3 TO LOAN AGREEMENT This Amendment No. 3 to the Amended and Restated Loan Agreement (this "Amendment") dated as of December 31, 1999 is entered into with references to the Amended and Restated Loan Agreement dated as of July...Loan Agreement • March 30th, 2000 • Eldorado Resorts LLC • Hotels & motels
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • January 4th, 2002 • Eldorado Resorts LLC • Hotels & motels
This Amendment No. 1 to Second Amended and Restated Loan Agreement (this "Amendment") dated as of December 31, 2001 is made with reference to the Second Amended and Restated Loan Agreement, dated as of June 29, 2001 (the "Loan Agreement"), among Eldorado Resorts LLC (the "Borrower"), the Banks referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized terms used in this Amendment but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The Borrower and the Administrative Agent, acting on behalf of the Majority Banks in accordance with Section 11.2 of the Loan Agreement hereby agree as follows:
ELDORADO RESORTS LLC and ELDORADO CAPITAL CORP., as Issuers and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • May 14th, 2004 • Eldorado Resorts LLC • Hotels & motels • New York
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 14th, 2004 • Eldorado Resorts LLC • Hotels & motels
This Amendment No. 3 to Second Amended and Restated Loan Agreement (this “Amendment”) dated as of April 16, 2004 is made with reference to the Second Amended and Restated Loan Agreement, dated as of June 29, 2001 (as amended from time to time, the “Loan Agreement”), among Eldorado Resorts LLC, a Nevada limited liability company (the “Borrower”), the Banks referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized terms used in this Amendment but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. This amendment is entered into with reference to the following facts:
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is dated as of March 5, 2002 and entered into by and between CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (“Grantor”), and BANK OF AMERICA, N.A. (“Administrative Agent”) as agent for and representative of (in such capacity herein called “Secured Party”) the financial institutions (“Lenders”) party to the Credit Agreement (as hereinafter defined) (“Secured Party”).
CIRCUS AND ELDORADO JOINT VENTURE SILVER LEGACY CAPITAL CORP.Eldorado Resorts LLC • March 29th, 2002 • Hotels & motels • New York
AND WHEN RECORDED MAIL TO: 077-293-19Assignment of Rents and Revenues • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels
COLLATERAL ACCOUNT AGREEMENTCollateral Account Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This COLLATERAL ACCOUNT AGREEMENT (this “Agreement”) is dated as of March 5, 2002 and entered into by and between CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (the “Partnership”), SILVER LEGACY CAPITAL CORP., a Nevada Corporation (“Capital” and together with the Partnership, the “Pledgors”), and THE BANK OF NEW YORK, as trustee (in such capacity herein called “Secured Party”) under that certain Indenture dated as of March 5, 2002 (the “Indenture”) with respect to the 10 1/8% Mortgage Notes due 2012 (the “Notes”) issued and to be issued by Pledgors.
GUARANTYGuaranty • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This GUARANTY (this “Guaranty”), dated as of March 5, 2002, is made by Silver Legacy Capital Corp., a Nevada corporation (“Guarantor”), in favor of Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) under the Credit Agreement referred to below, and each of the lenders that are party to such Credit Agreement (each a “Lender” and collectively, the “Lenders”), with reference to the following facts:
AMENDED AND RESTATED AGREEMENT OF JOINT VENTURE OF CIRCUS AND ELDORADO JOINT VENTUREAnd Eldorado Joint Venture • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This Amended and Restated Agreement (this "Agreement") of Joint Venture of Circus and Eldorado Joint Venture (the "Joint Venture") as originally executed as of March 1, 1994 (the "Original Agreement"), is amended and restated effective as of the 1st day of January, 2001, by and between ELDORADO LIMITED LIABILITY COMPANY ("E"), a Nevada limited liability company owned and controlled by ELDORADO RESORTS LLC, a [Nevada] limited liability company ("ERLLC"), and GALLEON, INC., a Nevada corporation ("C"), owned and controlled by MANDALAY RESORT GROUP, a Nevada corporation ("MRG"), pursuant to the provisions of the Nevada Uniform Partnership Act, on the following terms and conditions. This Agreement amends, restates and supercedes the Original Agreement in its entirety.
SECOND AMENDED AND RESTATED COLLATERAL ACCOUNT AGREEMENTCollateral Account Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This SECOND AMENDED AND RESTATED COLLATERAL ACCOUNT AGREEMENT (this “Agreement”) is dated as of March 5, 2002 and entered into by and between CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (“Pledgor”), and BANK OF AMERICA, N.A. as agent for and representative of (in such capacity herein called “Secured Party”) the financial institutions (“Lenders”) party to the Credit Agreement (as hereinafter defined) (“Secured Party”).
ENVIRONMENTAL INDEMNITYEnvironmental Indemnity • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels
THIS ENVIRONMENTAL INDEMNITY (this “Indemnity”) is entered into as of March 5, 2002, by CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (the “Partnership”), and SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Capital,” and together with the Partnership, collectively, the “Indemnitors” and each, individually, an “Indemnitor”), to and for the benefit of the Trustee and the Holders (each as defined below), and each of their respective successors, and assigns, and their respective parents, subsidiaries and affiliated corporations, and the respective directors, officers, agents, attorneys, and employees of each of the foregoing (each of which shall be referred to hereinafter individually as an “Indemnitee” and collectively as the “Indemnitees”). As used herein, “Trustee” means The Bank of New York, acting in its capacity as Indenture Trustee for the benefit of and the Holders, and any successor in that capacity, and “Holders” means the Persons identified as “Holders” and
