ELDORADO RESORTS, INC. $500,000,000 6% Senior Notes due 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2017 • Eldorado Resorts, Inc. • Hotels & motels • New York
Eldorado Resorts, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $500,000,000 principal amount of its 6% Senior Notes due 2025 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of March 29, 2017 (the “Base Indenture”) among the Company (as successor in interest to Eagle II Acquisition Company LLC (the “Escrow Issuer”) pursuant to that certain Supplemental Indenture dated as of May 1, 2017 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), the guarantors listed in Schedule 2 hereto (the Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on a senior basis by each of the Guarantors (the “Guarantees”). The Securities and the Company’s existing 6% Senior Notes due 2025 issued prior to the Closing Date,
ContractGlobal Note • September 13th, 2017 • Eldorado Resorts, Inc. • Hotels & motels • New York
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.
