Silver Legacy Capital Corp Sample Contracts

between CIRCUS AND ELDORADO JOINT VENTURE and SILVER LEGACY CAPITAL CORP. as Issuers and
Registration Rights Agreement • April 30th, 2002 • Silver Legacy Capital Corp • New York
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SILVER LEGACY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN -------------------------------------- Effective as of January 1, 2001
Supplemental Executive Retirement Plan • April 30th, 2002 • Silver Legacy Capital Corp • Nevada
RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
Construction Deed of Trust • March 30th, 2007 • Silver Legacy Capital Corp • Non-operating establishments
RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
Modification of Second Amended and Restated Assignment of Rents and Revenues • March 30th, 2007 • Silver Legacy Capital Corp • Non-operating establishments
AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 14th, 2008 • Silver Legacy Capital Corp • Hotels & motels

This Amendment No. 5 to Second Amended and Restated Credit Agreement dated as of August 12, 2008 (the “Amendment”) is executed by and among Circus and Eldorado Joint Venture, a Nevada general partnership (“Borrower”), Bank of America, N.A., as Administrative Agent and the Lender party to that certain Second Amended and Restated Credit Agreement dated as of March 5, 2002 (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”) among Borrower, the Lenders referred to therein and Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement.

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 20th, 2005 • Silver Legacy Capital Corp • Non-operating establishments

This Amendment No. 2 to Second Amended and Restated Credit Agreement dated as of June 15, 2005 (the “Amendment”) is executed among Circus and Eldorado Joint Venture, a Nevada general partnership (“Borrower”) and Bank of America, N.A., as Administrative Agent, acting with the consent of the Lenders, with reference to that certain Second Amended and Restated Credit Agreement dated as of March 5, 2002 (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”) among Borrower, the Lenders referred to therein and Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement.

AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 30th, 2007 • Silver Legacy Capital Corp • Non-operating establishments

This Amendment No. 4 to Second Amended and Restated Credit Agreement dated as of March 28, 2007 (the “Amendment”) is executed by and among Circus and Eldorado Joint Venture, a Nevada general partnership (“Borrower”), Bank of America, N.A., as Administrative Agent and the Lenders party to that certain Second Amended and Restated Credit Agreement dated as of March 5, 2002 (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”) among Borrower, the Lenders referred to therein and Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement.

R E C I T A L S - - - - - - - -
Joint Venture Agreement • April 30th, 2002 • Silver Legacy Capital Corp • Nevada
March 28, 2008 Circus and Eldorado Joint Venture c/o Silver Legacy Resort Casino Reno, Nevada 89501
Credit Agreement • March 31st, 2008 • Silver Legacy Capital Corp • Hotels & motels

This letter is executed with reference to the Credit Agreement described above and capitalized terms used herein are used with the meanings set forth for those terms in the Credit Agreement. The parties agree with reference to the following facts:

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