SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ELDORADO RESORTS LLC, a Nevada limited liability CompanyOperating Agreement • April 15th, 2008 • NGA Holdco, LLC • Investors, nec • Nevada
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Operating Agreement”) is made and entered into as of this 14th day of December 2007, by and among RECREATIONAL ENTERPRISES, INC., a Nevada corporation, HOTEL-CASINO MANAGEMENT, INC., a Nevada corporation, HOTEL CASINO REALTY INVESTMENTS, INC., a Nevada corporation, LUDWIG J. CORRAO, a married man, GARY L. CARANO QUALIFIED S CORPORATION TRUST, GLENN T. CARANO QUALIFIED S CORPORATION TRUST, GENE R. CARANO QUALIFIED S CORPORATION TRUST, GREGG R. CARANO QUALIFIED S CORPORATION TRUST, CINDY L. CARANO QUALIFIED S CORPORATION TRUST and NGA ACQUISITIONCO, LLC, a Nevada limited liability company (each, individually, a “Member,” and together, collectively, the “Members”).
PUT-CALL AGREEMENTPut-Call Agreement • April 15th, 2008 • NGA Holdco, LLC • Investors, nec • Nevada
THIS PUT-CALL AGREEMENT (the “Agreement”) is entered into as of December 14, 2007, by and among the following parties (collectively, the “Parties”, or, individually, a “Party”):
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 15th, 2008 • NGA Holdco, LLC • Investors, nec
This Amendment No. 2 to Third Amended and Restated Loan Agreement (“Amendment”) dated as of March 28, 2008 is made with reference to the Third Amended and Restated Loan Agreement, dated as of February 28, 2006 (as previously amended by an Amendment No. 1 dated as of November 13, 2007, 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 as the same is amended hereby. This Amendment is entered into with reference to the following facts:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2008 • NGA Holdco, LLC • Investors, nec • Nevada
This Registration Rights Agreement (the “Agreement”) is dated as of December 14, 2007, by and between Eldorado Resorts LLC, a Nevada limited liability company (the “Company”) and NGA AcquisitionCo, LLC (“AcquisitionCo”).
SUPPLEMENTAL INDENTURESupplemental Indenture • April 15th, 2008 • NGA Holdco, LLC • Investors, nec
WHEREAS, Eldorado Casino Shreveport Joint Venture, a Louisiana general partnership (the “Partnership”) and Shreveport Capital Corporation, a Louisiana corporation (together with the Partnership, the “Issuers”), HCS I, Inc., a Louisiana corporation, HCS II, Inc., a Louisiana corporation, and U.S. Bank National Association, as trustee (the “Trustee”), entered into an Amended and Restated Indenture dated as of July 21, 2005 (as amended by a Supplemental Indenture dated as of July 22, 2005 among Eldorado Shreveport #1, LLC, a Nevada limited liability company (“ES#1”), the Issuers and the Trustee and a Supplemental Indenture dated as of July 22, 2005 among Eldorado Shreveport #2, LLC, a Nevada limited liability company (collectively with ES#1, the “Guarantors”), the Issuers and the Trustee, the “Indenture”);
SUPPLEMENTAL INDENTURESupplemental Indenture • April 15th, 2008 • NGA Holdco, LLC • Investors, nec
WHEREAS, Eldorado Resorts LLC, a Nevada limited liability company, and Eldorado Capital Corp., a Nevada corporation (collectively the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”), entered into an Indenture dated as of April 20, 2004, which has been amended by Supplemental Indentures dated as of August 11, 2005 and November 21, 2006 (as amended, the “Indenture”);
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 15th, 2008 • NGA Holdco, LLC • Investors, nec
This Amendment No. 1 to Third Amended and Restated Loan Agreement (“Amendment”) dated as of November 13, 2007 is made with reference to the Third Amended and Restated Loan Agreement, dated as of February 28, 2006 (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 as the same is amended hereby. This Amendment is entered into with reference to the following facts:
AMENDMENT NO 1 TO THE FIFTH AMENDED AND RESTATED JOINT VENTURE AGREEMENT OF ELDORADO CASINO SHREVEPORT JOINT VENTURE (FORMERLY KNOWN AS THE “QUEEN OF NEW ORLEANS AT THE HILTON JOINT VENTURE,” “QNOV” andNGA Holdco, LLC • April 15th, 2008 • Investors, nec
THIS AMENDMENT NO. 1 TO THE FIFTH AMENDED AND RESTATED JOINT VENTURE AGREEMENT OF ELDORADO CASINO SHREVEPORT JOINT VENTURE is entered into as of November 29, 2007, by and among Eldorado Shreveport #1, LLC, a Nevada limited liability company (“Eldorado I”), Eldorado Shreveport #2, LLC, a Nevada limited liability company (“Eldorado II”), and Shreveport Gaming Holdings, Inc., a Delaware corporation (“SGHI”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined shall have the meanings set forth or cross-referenced in ARTICLE I of the Fifth Amended and Restated Joint Venture Agreement of Eldorado Casino Shreveport Joint Venture entered into as of July 22, 2005, by and among Eldorado I, Eldorado II and SGHI (the “Agreement”).
