**Exhibit 4.1**

 

AMENDMENT NO. 2

TO SECOND AMENDED AND RESTATED LOANAGREEMENT

 

 

This Amendment No. 2 to Second Amended andRestated Loan Agreement (this “Amendment”) dated as of September 10, 2003 ismade with reference to the Second Amended and Restated Loan Agreement, dated asof June 29, 2001, as amended by Amendment No. 1 to Second Amended and RestatedLoan Agreement dated as of December 31, 2001 (as so amended, the “LoanAgreement”), among Eldorado Resorts LLC (the “Borrower”), the Banks referred totherein, and Bank of America, N.A., as Administrative Agent. Capitalized termsused in this Amendment but not defined herein are used with the meanings setforth for those terms in the Loan Agreement. The Borrower and theAdministrative Agent, acting on behalf of the Majority Banks in accordance withSection 11.2 of the Loan Agreement hereby agree as follows:

 

1.             Amendmentof Section 2.5.  Section 2.5 of theLoan Agreement is hereby amended and restated in its entirety to read asfollows:

 

“2.5 Automatic Reductions of Commitment.  The Commitment shall automatically reduce by the amount of$1,000,000 on December 31, 2004 and on each Reduction Date thereafter.”

 

2.             VoluntaryReduction of Commitments. Pursuant to Section 2.6 of the Loan Agreement,the Borrower agrees that as of the effective date of this Amendment theCommitment shall be permanently reduced to $30,000,000.

 

3.             Amendmentof Section 6.1. Clause (iv) of Section 6.1 of the Loan Agreement is herebyamended and restated in its entirety to read as follows:

 

“(iv) the aggregate amount of any suchpayment pursuant to clause (a) above does not then or will not as a result ofthe making of such payment exceed the sum of (A) $40,160,000 plus (B) upto $5,000,000 of proceeds from Permitted Dispositions completed after August15, 2003.”

 

4.             ConditionsPrecedent. The effectiveness of this Amendment shall be subject to theconditions precedent that:

 

(a) The Administrative Agent shall havereceived counterparts of this Amendment executed by Borrower;

 

(b) Eldorado Capital, which has guaranteedthe Obligations of   the Borrower, shallhave executed a written consent hereto in the form of Exhibit A hereto; and

 

(c) The Administrative Agent shall havereceived written consents hereto from all of the Banks substantially in theform of Exhibit B hereto.

 

5.             Representation.The Borrower hereby represents and warrants to the Agent and the Banks that (a)no Default or Event of Default has occurred under the Loan Agreement andremains continuing, (b) the representations and warranties in the LoanAgreement are true as of

 

 

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the date of this Amendment (except to theextent such representations and warranties expressly refer to an earlier date,in which case they shall be true and correct as of such earlier date), and (c)this Amendment does not conflict with any law, agreement or obligation by whichthe Borrower is bound.

 

6.             Expenses.The Borrower confirms its obligations to pay the reasonable expenses of theAdministrative Agent in connection with the preparation of this Amendment.

 

7.             Counterparts.This Amendment may be executed in as many counterparts as necessary orconvenient, and by the different parties on separate counterparts each ofwhich, when so executed, shall be deemed an original but all such counterpartsshall constitute but one and the same agreement.

 

8.             Confirmation.In all other respects, the terms of the Loan Agreement and the Loan Documentsexecuted in connection therewith are hereby confirmed.

 

 

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IN WITNESS WHEREOF, the parties hereto haveexecuted this Amendment as of the date first written above by their dulyauthorized representative.
|   | BORROWER:                   |                       |
|--------|-----------------------------|----------------------------|
|   |                        |                       |
|   | ELDORADO RESORTS LLC,       |
|   | a Nevada limited liability  |                       |
|   | company                     |                       |
|   |                        |                       |
|   | By:                         |  /s/ Donald L. Carano |
|   | Title:                      |  CEO                  |
|   |                        |                       |
|   | BANK OF AMERICA, N.A.,      |
|   | as Administrative Agent     |                       |
|   |                        |                       |
|   | By:                         | /s/ Gina Meador            |
|   | Gina Meador, Vice President |
|        |                             |                            |  |  |

 

 

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Exhibit A

 

CONSENT OF GUARANTOR

 

 

                Referenceis hereby made to the Second Amended and Restated Loan Agreement, dated as ofJune 29, 2001, as amended, among Eldorado Resorts, LLC, the Banks referred totherein, and Bank of America, N.A., as Administrative Agent.  By executing this Consent of Guarantor,Eldorado Capital Corp., a Nevada corporation, consents to the execution,delivery and performance of that certain Amendment No. 2 to Second Amended andRestated Loan Agreement dated as of September 10, 2003, and acknowledges thatthe Amended and Restated Guaranty, dated as of June 29, 2001, executed by theundersigned in favor of Bank of America, N.A., as Administrative Agent, and theBanks referred to therein, remains in full force and effect.

 

 
| Dated: September 10, 2003 |
|---------------------------|
|                      |
| ELDORADO CAPITAL CORP.,   |
| a Nevada corporation      |
|                      |
| By:                       |  /s/ Donald L. Carano |
| Title:                    |  CEO |
|                           |  |  |

 

 

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Exhibit B

 

CONSENT OF LENDER

 

The Consent of Leader is executed by the undersignedLender with reference to that certain Second Amended and Restated LoanAgreement, dated as of June 29, 2001, as amended, among Eldorado Resorts LLC,the Banks referred to therein, and Bank of America, N.A., as AdministrativeAgent. The undersigned hereby consents to the execution, delivery andperformance of Amendment No. 2 to Second Amended and Restated Loan Agreement,substantially in the form presented to the undersigned as a draft.

 
| Bank of America, N.A.     |
|---------------------------|
| [Name of Lender]          |
|                      |
| By:                       |  /s/ Scott Faber |
| Title:                    | Managing Director |
|                      |
| Dated: September 10, 2003 |
|                           |  |  |

 

 

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Exhibit B

 

CONSENT OF LENDER

 

The Consent of Leader is executed by theundersigned Lender with reference to that certain Second Amended and RestatedLoan Agreement, dated as of June 29, 2001, as amended, among Eldorado ResortsLLC, the Banks referred to therein, and Bank of America, N.A., asAdministrative Agent. The undersigned hereby consents to the execution,delivery and performance of Amendment No. 2 to Second Amended and Restated LoanAgreement, substantially in the form presented to the undersigned as a draft.

 
| U.S Bank, N.A.            |
|---------------------------|
| [Name of Lender]          |
|                      |
| By:                       |  /s/ Mark McVeigh |
| Title:                    |  Vice President |
|                      |
| Dated: September 10, 2003 |
|                           |  |  |

 

 

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