**Exhibit 10.1**

 

**REDEMPTIONDEPOSIT AGREEMENT**

** **

THISREDEMPTION DEPOSIT AGREEMENT (this “Agreement”), dated April 20,2004, by and among ELDORADO RESORTS LLC (the “Company”), ELDORADOCAPITAL CORP. (“Capital”; the Company and Capital are collectively the “Issuers”),and U.S. Bank National Association, in its capacity as trustee (the “Trustee”)under the Indenture (hereinafter described);

 

W I T N E S S E T H:

 

WHEREAS,pursuant to the Indenture dated as of July 31, 1996, as amended, modifiedor supplemented and in effect as of the date hereof (the “Indenture”),by and among the Company, Capital and the Trustee, the Issuers have heretoforeissued the securities listed in Schedule I hereto (the “Securities”),it being understood that all terms not otherwise defined in this Agreementwhich are defined in the Indenture are used herein with the same meaning; and

 

WHEREAS,in connection with the issuance of a new series of 9% Senior Notes due 2014(the “Senior Notes”), the Issuers desire to redeem the Securities; and

 

WHEREAS,as a condition, among other conditions, to the issue and sale of the SeniorNotes, the Issuers and the Trustee shall have entered into this Agreementproviding for the deposit and application, together with other funds, of theproceeds of the Senior Notes; and

 

WHEREAS,the Issuers have placed with the Trustee, in trust pending receipt of thedeposit of moneys and delivery as described herein, the applicable notice ofredemption regarding the Securities as required by Section 3.03 of theIndenture (the “Notice of Redemption”), a copy of which is attachedhereto as Exhibit A, which Notice of Redemption specifies the effectivedate of the redemption of the Securities (which shall be a date not more than31 days after the date hereof, the “Redemption Date”).

 

NOW,THEREFORE, in consideration of the foregoing and of the mutual covenantshereinafter set forth, the parties hereto agree as follows:

 

# Section 1.  Deposit of Moneys. The Issuers have deposited, or have caused to be deposited, with theTrustee moneys (including the proceeds of the Senior Notes) in the amount of$67,172,329.50 (the “Redemption Amount”) in the manner and for thepurposes herein provided.

#  

# Section 2.  Creation of Trust Account. There is hereby created and established with the Trustee a special andirrevocable trust account to be designated the “Redemption Trust Account” (the“Redemption Account”).  Allmoneys deposited pursuant to this Agreement shall be deposited, and allinvestments and proceeds thereof representing principal shall be held, in theRedemption Account and applied as provided in this Agreement.

 

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# Section 3.  Acknowledgments by Trustee; Delivery ofNotice.  The Trustee acknowledges that (a) it hasreceived the Redemption Amount from or on behalf of the Issuers and hascredited the same to the Redemption Account and (b) it holds no other funds forthe purpose of paying debt service on the Securities.  The Trustee agrees to hold in trust for the Issuers the Notice ofRedemption pending the deposit of moneys in the Redemption Account as describedherein and to deliver such Notice of Redemption upon the receipt of suchdeposit.  Following the receipt of suchdeposit, the Trustee shall transmit to the holders of the Securities theinformation set forth in the Notice of Redemption as provided in the Indenture.

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# Section 4.  Irrevocable Deposit. The deposit by the Issuers of moneys in the Redemption Account underthis Agreement constitutes an irrevocable deposit thereof in trust solely forthe purpose of making the payments described in Section 5 hereof.

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# Section 5.  Application of Trust Funds. (a) The Trustee agrees to apply the moneys deposited in the RedemptionAccount, and investment proceeds thereof representing principal, in accordancewith the provisions hereof, to the payment of principal of and premium, if any,and interest on the Securities on the Redemption Date.  Any sums held hereunder as to whichinvestments are not herein otherwise specified or directed shall be helduninvested as part of the Redemption Account.

#  

(b)                                 It is expressly understood and agreedthat the Redemption Account shall be held solely for the benefit of the Holdersof the Securities until all sums owing to the Holders of Securities under theIndenture have been paid in full.

 

(c)                                  The principal of and interest on theSecurities are payable in the amounts and at the times shown onSchedule I.

 

(d)                                 The Redemption Amount deposited into theRedemption Account is sufficient, without any investment thereof, to pay whendue the principal of, plus premium, if any, and accrued interest on theSecurities and to effect the redemption described in the Notice of Redemption.

 

# Section 6.  Rights and Limitations of Liability. (a) The liability of the Trustee for the payment of the principal of,plus premium, if any, and interest on the Securities pursuant to this Agreementshall be limited solely to the application of the moneys deposited pursuanthereto, and investment proceeds thereof representing principal, for suchpurposes in the Redemption Account.  Noprovision of this Agreement shall require the Trustee to expend or risk its ownfunds, or otherwise incur any financial liability in the performance of any ofits duties hereunder, if there is reasonable ground for believing that therepayment of such funds or liability is not reasonably assured to it under theterms of this Agreement or adequate indemnity against such risk is notreasonably assured to it.

#  

(b)                                 The parties acknowledge and agree thatthe Trustee is entering into this Agreement in its capacity as trustee underthe Indenture.  As such, the Trusteeshall be entitled, in performing any of its duties under this Agreement, to allrights, privileges,

 

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protections, immunities and limitations of liabilityprovided the Trustee under the Indenture, which rights privileges, protections,immunities and limitations are specifically incorporated herein by thisreference thereto, and nothing herein shall constitute a waiver of any rightsor protections available to the Trustee under the Indenture.  Without in any way limiting the generalityof the preceding sentence, the Trustee will be entitled to the rights set forthin Article 7 of the Indenture in performing any of its duties under thisAgreement.

 

(c)                                  The recitals herein shall not beconsidered as made by, or imposing any obligations or liability upon, theTrustee.  The Trustee makes norepresentations as to the value, condition or sufficiency of the Redemption Account,or any part thereof, or as to the title of the Issuers thereto, or as to thesecurity afforded thereby or hereby, and the Trustee shall not incur anyliability or responsibility in respect to any of such matters.

 

# Section 7.  Books and Records. The Trustee shall maintain full and complete records of all assets andfunds held by the Trustee from time to time under this Agreement, and of allreceipts and disbursements hereunder, and shall furnish reports thereof to theIssuers upon their written request (but not more often than monthly).  The books and records of the Trusteepertaining to this Agreement and the assets and funds held in the RedemptionAccount hereunder shall be made available for examination by the Issuers andtheir respective agents, attorneys and accountants from time to time duringnormal business hours subject to such reasonable regulations or restrictions asthe Trustee may from time to time impose.

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# Section 8.  Trustee’s Authority to Make Investments. Except as provided in Sections 5 and 10 hereof, the Trustee shall haveno power or duty to invest any funds held under this Agreement or to sell,transfer or otherwise dispose of the moneys held hereunder.

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# Section 9.  Insufficient Funds. If at any time the moneys (including investment proceeds thereofrepresenting principal) in the Redemption Account will not be sufficient tomake all payments required by this Agreement, the Trustee shall notify theIssuers in writing, promptly upon obtaining actual knowledge of suchdeficiency, the amount thereof and the reason therefore.  The Trustee shall have no otherresponsibility regarding any such deficiency.

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# Section 10.  Temporary Investment. Moneys held by the Trustee which are not currently needed to make thepayments required by Section 5 of this Agreement shall be invested asdirected in writing by the Issuers (provided that the maturity date of any suchinvestments shall not be later than the Redemption Date), and interest earnedwhich is in excess of amounts needed to effect the redemption described hereinshall be paid over to the Issuers.

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# Section 11.  Termination. On the next business day following the Redemption Date, all moneysremaining in the Redemption Account, if any, after payment of all amountspayable therefrom as described in Section 5 of this Agreement (orretention by the Trustee of amounts sufficient to make such payments nottheretofore made), and after

 

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# payment of any amountsowing to the Trustee under the Indenture, shall be paid over to the Issuerspursuant to Section 4.01 of the Indenture.  Upon the payment of all amounts payable hereunder, this Agreementand the rights hereby granted shall thereupon cease and terminate; provided,however, that (a) the provisions of Section 6 (Rights andLimitations of Liability), Section 12 (Fees and Expenses) andSection 16 (Indemnity) shall survive the termination of this Agreement and(b) that any amounts retained by the Trustee pursuant to the first parentheticalof this Section 11 will be subject to Section 8.06 of the Indenture.

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# Section 12.  Fees and Expenses. Without in any way limiting the generality of Section 6(b) of thisAgreement, the Trustee will be entitled to the rights of compensation andreimbursement of expenses, disbursements and advances set forth inArticle 7 of the Indenture in performing any of its duties under thisAgreement.

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# Section 13.  Amendments.  ThisAgreement is made for the benefit of the Issuers and the holders from time totime of the Securities, and it shall not be amended or repealed without thewritten consent of all such Holders and the Trustee.  It is agreed and understood that any such amendments to orrepealing of this Agreement shall not affect the Redemption Account or theirrevocable nature of the deposit of moneys therein.  Any such amendment must be set forth in a written agreementsupplemental to this Agreement, and the Trustee may conclusively rely upon anopinion of counsel in form and substance satisfactory to the Trustee in determiningwhether to enter into any such agreement supplemental to this Agreement.  Notwithstanding the foregoing, the Issuersmay amend or modify this Agreement without notice to or consent of any Holderfor any purpose set forth in Section 9.01 of the Indenture.

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# Section 14.  Resignation or Removal of Trustee. The resignation or removal of the Trustee from its capacity under thisAgreement shall be governed by Section 7.08 of the Indenture, which isspecifically incorporated herein by this reference thereto.

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# Section 15.  Severability; Headings. If any one or more of the covenants or agreements provided in thisAgreement on the part of any of the parties hereto to be performed should bedetermined by a court of competent jurisdiction to be contrary to law, suchcovenant or agreement shall be deemed and construed to be severable from theremaining covenants and agreements herein contained and shall in no way affectthe validity of the remaining provisions hereof.  All paragraph headings included herein are for convenience ofreference only and shall not affect the interpretation of the provisionshereof.

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# Section 16.  Indemnity.  Without inany way limiting the generality of Section 6(b) of this Agreement, theTrustee will be entitled to the rights of indemnification set forth inSection 7.07 of the Indenture in performing any of its duties under thisAgreement.

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# Section 17.  Governing Law. This Agreement shall be deemed to be a contract made under the laws ofthe State of New York, and for all purposes shall be governed by

 

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# and construed, enforcedand administered in accordance with the laws of said State, without regard toconflicts of laws principles thereof.

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# Section 18.  Counterparts. This Agreement may be executed in several counterparts, all of whichshall be regarded for all purposes as one original and shall constitute and bebut one and the same instrument.

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# Section 19.  Benefit.  ThisAgreement shall be bind upon and inure to the benefit of the parties hereto andtheir respective successors and assigns.

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# Section 20.  Notice.  Any noticeshereunder shall be in writing and shall be sent to the following addresses:

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| To Trustee:     | U.S. Bank National Association, as Trustee |
|-----------------|--------------------------------------------|
|            | 225 Asylum Street, 23rd Floor              |
|            | Goodwin Square                             |
|            | Hartford, Connecticut 06103                |
|            | Attn: Corporate Trust Department           |
|            | Fax:  860-241-6897                    |
|            |                                       |
| To the Issuers: | Eldorado Resorts LLC                       |
|            | 345 North Virginia Street                  |
|            | Reno, Nevada 89501                         |
|            | Attention:  Chief Financial  Officer  |
|            | Fax:  775-348-7513                    |

 

Noticesto the Trustee shall be deemed to be given when actually received by theTrustee’s Corporate Trust Department. Whenever under the terms hereof the time for giving a notice orperforming an act falls upon a Saturday, Sunday, or banking holiday, such timeshall be extended to the next day on which Trustee is open for business.

 

# Section 21.  Entire Agreement. This Agreement and the Indenture constitute the entire agreement of theparties with respect to the subject matter hereof.

 

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INWITNESS WHEREOF, the parties hereto have each caused this Redemption DepositAgreement to be executed by a duly authorized officer as of the date firstabove written.

 
|   | ELDORADO  RESORTS LLC            |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              | /s/  Donald L. Carano |
|   |                             | Name:  Donald L. Carano |
|   |                             | Title:  Chief Executive Officer, |
|   |                             |   President and Presiding Manager |
|   |                             |
|   |                             |
|   | By:                              | /s/  Gary L. Carano |
|   |                             | Name:  Gary L. Carano |
|   |                             | Title:  Corporate Representative of |
|   |                             |   Recreational Enterprises, Inc., Manager |
|   |                             |
|   | ELDORADO  CAPITAL CORP.          |
|   |                             |
|   |                             |
|   | By:                              | /s/  Donald L. Carano |
|   |                             | Name:  Donald L. Carano |
|   |                             | Title:  President |
|   |                             |
|   |                             |
|   | By:                              | /s/  Gregg R. Carano |
|   |                             | Name:  Gregg R. Carano |
|   |                             | Title:  Vice President |
|   |                             |
|   |                             |
|   | U.S.  BANK NATIONAL ASSOCIATION, |
|   | as  Trustee                      |
|   |                             |
|   |                             |
|   | By:                              | /s/  Michael M. Hopkins |
|   |                             | Name:  Michael M. Hopkins |
|   |                             | Title:  Vice President |
|        |                                  |  |  |

 

ATTACHMENTS:

 

Schedule I  –  Securities Redeemed

Exhibit A  -  Notice of Redemption

 

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**SCHEDULE I**

 

**SECURITIESREDEEMED**

 

**I.****                                         SecuritiesRedeemed**

 
| **Series/Tranche**                          |   | **CUSIP**   |   | **Interest  Rate(%)** |   | **Interest  Payment  Dates** |   | **Stated  Maturity  Date** |   | **Principal  Amount  ($)** |
|---------------------------------------------|--------|-------------|--------|-----------------------|--------|------------------------------|--------|----------------------------|--------|----------------------------|
| 10 1/2% Senior  Subordinated Notes due 2006 |   | 284710 AC 4 |   | 10.5                  |   | 15 Feb, 15 Aug               |   | 15 Aug 2006                |   | $                          | 64,249,000 |
|                                        |   |        |   |                  |   |                         |   | Total                      |   | $                          | 64,249,000 |

 

**II.****                                     Principal,Premium and Interest Payments on Redeemed Securities**

 

AllSecurities are to be redeemed on May 21, 2004, before any interest payment dateon any series thereof.

 
| **Series/Tranche**                          |   | **CUSIP**   |   | **Principal/  Premium/  Interest** |   | **Amount($)** |
|---------------------------------------------|--------|-------------|--------|------------------------------------|--------|---------------|
| 10 1/2% Senior  Subordinated Notes due 2006 |   | 284710 AC 4 |   | Principal  Premium  Interest       |   | $             | 64,249,000.00  1,124,357.50    1,798,972.00 |
|                                        |   |        |   |                               |   |          |
|                                        |   |        |   | Total                              |   | $             | 67,172,329.50 |

 

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**EXHIBITA**

 

 

|   |                                                                                |
|--------|-------------------------------------------------------------------------------------|
|        | ***NOTICE OF FULL OPTIONAL REDEMPTION*Eldorado Resorts LLC Eldorado Capital Corp.** |
|   |                                                                                |
|   | **Senior Sub  Notes Due 08-15-06**                                                  |

 

**NOTICE ISHEREBY GIVEN**pursuantto the terms of the Indenture dated as of July 31, 1996, between EldoradoResorts LLC Eldorado Capital Corp., as Issuer, and U.S. Bank N.A., as Trusteeor Agent,  that the bonds listed belowhave been selected for Full Redemption on May 21, 2004 (the Redemption Date) ata price of 101.75% of the principal amount (the Redemption Price) together withinterest accrued to the Redemption Date.

 
| ***CUSIP** |   | **Maturity** |   | **Rate** |   | **Amount** |       | **Price** |   |
|------------|--------|--------------|--------|----------|--------|------------|------------|-----------|--------|
| 284710AC4  |   | 08/15/2006   |   | 10.50    | %      | $          | 64,249,000 |      | 101.75 | % |
|            |        |              |        |          |        |            |            |           |        |  |

 

Payment of the RedemptionPrice on the Bonds called for redemption will be paid only upon presentationand surrender thereof in the following manner:

 
| *If by  Mail:(REGISTERED BONDS)* |   | *If by  Mail:(BEARER BONDS)*  |   | *If by  Hand or Overnight Mail:* |
|----------------------------------|--------|-------------------------------|--------|----------------------------------|
| **U.S. Bank**                    |   | **U.S. Bank**                 |   | **U.S. Bank**                    |
| **Corporate  Trust Services**    |   | **Corporate  Trust Services** |   | **Corporate  Trust Services**    |
| P.O. Box 64111                   |   | P.O. Box 64452                |   | 60 Livingston Avenue             |
| St. Paul, MN 55164-0111          |   | St. Paul, MN 55164-0452       |   | 1st Fl - Bond Drop Window        |
|                             |   |                          |   | St. Paul, MN 55107               |

 

**1-800-934-6802**

 

Bondholders presenting theirbonds in person for same day payment **must**surrender their bond(s) by 1:00 P.M. on the Redemption Date and a checkwill be available for pick up after 2:00 P.M.. Checks not picked up by 4:30 P.M. will be mailed out to the bondholdervia first class mail.  If payment of theRedemption Price is to be made to the registered owner of the Bond, you are notrequired to endorse the Bond to collect the Redemption Price.

 

Interest on the principalamount designated to be redeemed shall cease to accrue on and after theRedemption Date.

 

**REQUIREMENT INFORMATION**

 

For a list of redemptionrequirements please visit our website at **www.usbank.com/corporatetrust**and click on the **“BondholderInformation”**link.

 

**IMPORTANT NOTICE**

 

Under the Jobs and GrowthTax Relief Reconciliation Act of 2003 (the “Act”), 28% will be withheld if taxidentification number is not properly certified.

 

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**TheTrustee shall not be held responsible for the selection or use of the CUSIPnumber, nor is any representation made as to its correctness indicated in theRedemption Notice.  It is includedsolely for the convenience of the Holders.*

 
|                       | **By: U.S. Bank National Association** |
|----------------------------|----------------------------------------|
|                       | ***as Trustee or Agent***              |
|                       |
| Dated: April 20, 2004 |

 

 

Code:820439@4/19/2004 2:20:17 PM ns

 

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