AMENDMENT NO. 1 AND WAIVERMTR Gaming Group Inc • March 13th, 2014 • Hotels & motels • New York
WHEREAS, the Borrower has entered into an Agreement and Plan of Merger, dated as of September 9, 2013 (as amended, the “Merger Agreement”) by and among Eldorado HoldCo LLC, a Nevada limited liability company (“Eldorado”), the Borrower, Eclair Holdings Company, a Nevada corporation and a direct wholly owned subsidiary of the Borrower (“NewCo”), Ridgeline Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of NewCo, Eclair Acquisition Company, LLC, a Nevada limited liability company and a direct wholly owned subsidiary of NewCo, and Thomas Reeg, Robert Jones and Gary Carano, as the member representative, pursuant to which the Borrower and Eldorado are entering into a strategic business combination, at the completion of which the Borrower and Eldorado will become wholly owned subsidiaries of NewCo, which will thereafter be renamed Eldorado Resorts, Inc. (the “Transaction”). Upon the consummation of the Transaction, NewCo will become the beneficial owner of more
