**Exhibit 4.2**

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**AMENDMENTNO. 3**TO SECOND AMENDED AND RESTATED LOAN AGREEMENT

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This Amendment No. 3 toSecond Amended and Restated Loan Agreement (this “Amendment”) dated as ofApril 16, 2004 is made with reference to the Second Amended and RestatedLoan Agreement, dated as of June 29, 2001 (as amended from time to time,the “Loan Agreement”), among Eldorado Resorts LLC, a Nevada limited liabilitycompany (the “Borrower”), the Banks referred to therein, and Bank of America,N.A., as Administrative Agent.  Capitalizedterms used in this Amendment but not defined herein are used with the meaningsset forth for those terms in the Loan Agreement.  This amendment is entered into with reference to the followingfacts:

 

**RECITALS**

 

A.                                   On or aboutJuly 31, 1996, Borrower and Eldorado Capital Corp. (“Eldorado Capital”)issued $100,000,000 principal amount of 10 1/2% Senior Subordinated Notes due2006 (the “Senior Subordinated Notes”) pursuant to the Indenture dated as ofJuly 31, 1996, among Borrower, Eldorado Capital and Fleet National Bank,as trustee (the “Existing Indenture”).

 

B.                                     Substantiallyconcurrently with the effectiveness of this Amendment, Borrower and EldoradoCapital intend to issue $64,700,000 principal amount of Senior Notes due 2014(the “Senior Notes”) pursuant to an Indenture among Borrower, Eldorado Capitaland U.S. Bank National Association, as trustee.

 

C.                                     Substantiallyconcurrently with the issuance of the Senior Notes, the Borrower and EldoradoCapital will enter into a Redemption Deposit Agreement (the “Redemption DepositAgreement”) with the Trustee for the holders of the Senior Subordinated Notespursuant to which they shall deposit all of the proceeds of the Senior Notestogether with other funds borrowed under the Loan Agreement (in the approximateamount of $2,472,329.50) with the Trustee under the Indenture relating to theSenior Subordinated Notes to provide for the repayment thereof and call theremaining principal balance of the Senior Subordinated Notes for redemption.

 

D.                                    Borrower hasrequested that the Banks enter into this Amendment to allow for the issuance ofthe Senior Notes, the making of the required deposit for the payment of theSenior Subordinated Notes in accordance with the Redemption Deposit Agreement,and the prepayment of the Senior Subordinated Notes.

 

NOW, THEREFORE, inconsideration of the mutual covenants and benefits contained herein, and forother good and valuable consideration, the receipt and sufficiency of which areacknowledged, the Borrower, the Administrative Agent and the Banks hereby agreeas follows:

 

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**AGREEMENT**

 

1.                                       Consent toPrepayment of Senior Subordinated Notes.  Notwithstanding Section 6.1 and Section 6.9 of the LoanAgreement, the Banks hereby consent that the Borrower may call the remainingbalance of the Senior Subordinated Notes for redemption, concurrently with theissuance of the Senior Notes, may deposit proceeds of the Senior Notes(together with additional funds borrowed under the Loan Agreement) equal to thesum required to repay the remaining Senior Subordinated Notes with U.S. Bank,National Association, as trustee under the Existing Indenture, provided thatthe Senior Subordinated Notes shall thereafter be prepaid using such depositedfunds not later than thirty-five days following the issuance of the SeniorNotes. 

 

2.                                       New Definitions.  Section 1.1 of the Loan Agreement ishereby amended to add new definitions of “Senior Notes” and “Senior SecuredDebt to EBITDA Ratio” to read as follows:

 

“SeniorNotes” means the $64,700,000 in 9.00% Senior Notes due 2014 anticipated tobe issued by Eldorado Resorts LLC and Eldorado Capital pursuant to theIndenture to be dated on or about April 20, 2004, among Eldorado ResortsLLC, Eldorado Capital and U.S. Bank National Association, as Trustee, and anyrefinancings thereof permitted by Section 6.1A hereof.

 

“SeniorSecured Debt to EBITDA Ratio” means, as of the last day of each FiscalQuarter, the ratio of (a) the sum of (i) Funded Debt, plus (ii) without duplication,all obligations of Borrower and its Subsidiaries with respect to SwapAgreements, plus (iii) all Contingent Obligations of Borrower and itsSubsidiaries with respect to indebtedness for borrowed money, minus (iv) theprincipal amount of the then outstanding Senior Notes (or any refinancingsthereof permitted by Section 6.1A of the Loan Agreement) and of allSubordinated Obligations, in each case as of such date, to (b) EBITDA for thetwelve month fiscal period ended on such date.

 

3.                                       References to SeniorDebt to EBITDA Ratio.  Followingthe effective date of this Amendment, each reference in the Loan Agreement tothe “Senior Debt to EBITDA Ratio” shall be deemed to be a reference to theSenior Secured Debt to EBITDA Ratio.

 

4.                                       Prepayments ofthe Subordinated Notes. Clause (iv) of Section 6.1 of the Loan Agreement (as heretoforeamended) is hereby deleted. 

 

5.                                       Prepayments ofthe Senior Notes.  The LoanAgreement is hereby amended to add thereto a new Section 6.1A to read infull as follows:

 

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“6.1A  Prepayment of the Senior Notes Prohibited.  Prepay any principal, interest or otheramounts with respect to the Senior Notes prior to the date when due, orpurchase or redeem (or offer to purchase or redeem) any of the Senior Notesprior to the date upon which the related portion of the Senior Notes becomedue, or deposit any monies, securities or other Property with any trustee orother Person to provide assurance that the principal of the Senior Notes or anyportion thereof will be paid when due or otherwise to provide for thedefeasance of the Senior Notes, provided that this covenant shall notrestrict:

 

(i) the refinancing of theSenior Notes with Indebtedness incurred when no Default or Event of Default hasoccurred and remains continuing which Indebtedness (a) is in a principal amountwhich does not exceed the then outstanding principal amount of the SeniorNotes; (b) contains representations, warranties, events of default and otherterms which are not less favorable to the Borrower than those contained in theSenior Notes, and (c) has a maturity date following that of the Senior Notesand an average life to maturity which is longer than that of the Senior Notes,but this covenant will thereafter apply to the refinancing Indebtedness, or

 

(ii) this covenant shall notrestrict prepayments of the principal amount of the Senior Notes which are inan aggregate principal amount not to exceed $5,000,000 (increased by theamount, not in excess of an additional $5,000,000, of any such prepayments madeusing the net cash proceeds of Permitted Dispositions within one monthfollowing the receipt thereof), in each case made when no Default or Event ofDefault has occurred and remains continuing.”

 

6.                                       Amendment to IndebtednessCovenant. Section 6.9(d) of the Loan Agreement is hereby amended and restatedin its entirety to read as follows:

 

“(d) the Indebtedness evidenced by the Senior Notes in an aggregate principalamount not to exceed $64,700,000 at any time, and any refinancings of theSenior Notes which are permitted by Section 6.1A hereof; and”

 

7.                                       Amendments toDebt Documents. Section 6.16 of the Loan Agreement is hereby amended to read infull as follows:

 

“6.16  Amendments to Senior Notes and toSubordinated Obligations.  Amend ormodify any term or provision of any indenture, agreement or instrumentevidencing or governing the Senior Notes or governing any SubordinatedObligation in any respect that will or may adversely affect the interests ofthe Banks.”

 

8.                                       ConditionsPrecedent.  The effectiveness of this Amendmentshall be subject to the conditions precedent that:

 

a.                                       TheAdministrative Agent shall have received counterparts of this Amendmentexecuted by Borrower, and a memorandum of the execution of this Amendment shallhave been recorded in the Official Records of Washoe County, Nevada in a formatreasonably acceptable to the Administrative Agent;

 

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b.                                      EldoradoCapital, which has guaranteed the Obligations of the Borrower, shall haveexecuted a written consent hereto in the form of Exhibit A hereto;

 

c.                                       TheAdministrative Agent shall have received assurance from the Title Company thatit is committed to issue through First American Title Insurance Company allnecessary endorsements to the existing ALTA 1970 form lenders title insurancepolicy issued by First American Title Insurance Company insuring the validityand priority of the Lien of the Deed of Trust with respect to the EldoradoHotel, subject only to such exceptions as may be acceptable to AdministrativeAgent;

 

d.                                      TheAdministrative Agent shall have received a certificate of Borrower attaching acopy of the executed Indenture governing the Senior Notes and the RedemptionDeposit Agreement, and stating that, giving effect to the issuance thereof,that no Default or Event of Default has occurred and remains continuing.

 

9.                                       SeniorSubordinated Notes.  For solong as funds sufficient to repay the principal, interest, premium and otheramounts outstanding in respect of the Senior Subordinated Notes have beendeposited with the Trustee for the Senior Subordinated Notes as contemplated bythe Redemption Deposit Agreement, the Senior Subordinated Notes shall not bedeemed to be outstanding indebtedness of the Borrower and its Subsidiaries forthe purpose of calculating compliance by Borrower with the financial covenantsdescribed in Sections 6.13 or 6.14 of the Loan Agreement or for the purposes ofSection 6.9 of the Loan Agreement.

 

10.                                 Representation.  TheBorrower hereby represents and warrants to the Administrative Agent and theBanks that (a) no Default or Event of Default has occurred under the LoanAgreement and remains continuing, (b) the representations and warranties in theLoan Agreement are true as of the date of this Amendment (except to the extentsuch representations and warranties expressly refer to an earlier date, inwhich case they shall be true and correct as of such earlier date), (c) thisAmendment is within the Borrower’s powers, has been duly authorized, and doesnot conflict with the Borrower’s organizational papers, and (d) this Amendmentdoes not conflict with any law, agreement or obligation by which the Borroweris bound.

 

11.                                 Expenses.  TheBorrower confirms its obligations to pay the reasonable expenses of theAdministrative Agent in connection with the preparation of this Amendment andthe issuance of the title insurance endorsement referred to above.

 

12.                                 Counterparts.  ThisAmendment may be executed in as many counterparts as necessary or convenient,and by the different parties on separate counterparts each of which, when soexecuted, shall be deemed an original but all such counterparts shallconstitute but one and the same agreement.

 

13.                                 Confirmation.  Inall 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 have executedthis Amendment as of the date first written above by their duly authorizedrepresentatives.

 
|   | BORROWER:                                   |
|--------|---------------------------------------------|
|   |                                        |
|   | ELDORADO  RESORTS LLC,                      |
|   | a  Nevada limited liability company         |
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ Donald  L. Carano |   |
|   | Donald  L. Carano, Chief Executive Officer  |
|   |                                        |
|   |                                        |
|   | BANK  OF AMERICA, N.A.,                     |
|   | as  Administrative Agent                    |
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ Gina  Meador |   |
|   |                                        | Gina Meador, Vice President |   |
|   |                                        |
|   |                                        |
|   | BANK  OF AMERICA, N.A., as a Bank           |
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ Scott  L. Faber |   |
|   | Scott  L. Faber, Managing Director          |
|   |                                        |
|   |                                        |
|   | U.S.  BANK, NATIONAL ASSOCIATION, as a Bank |
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ Mark  McVeigh |   |
|   |                                        |   |
|   | Title:                                      |   Vice President |   |
|        |                                             |  |  |  |

 

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Exhibit A

 

CONSENT OF GUARANTOR

 

Reference is hereby madeto the Second Amended and Restated Loan Agreement, dated as of June 29,2001, among Eldorado Resorts LLC, the Banks referred to therein, and Bank ofAmerica, N.A., as Administrative Agent. By executing this Consent of Guarantor, Eldorado Capital Corp., a Nevadacorporation, consents to the execution, delivery and performance of thatcertain Amendment No. 3 to Second Amended and Restated Loan Agreement dated asof the date hereof, and acknowledges that the Amended and Restated Guaranty,dated as of June 29, 2001, executed by the undersigned in favor of Bank ofAmerica, N.A., as Administrative Agent, and the Banks referred to therein,remains in full force and effect.

 
| Dated                    | April 16, 2004   |   |   |
|--------------------------|-----------------------|--------|--------|
|                     |                  |
| ELDORADO  CAPITAL CORP., |                  |
| a  Nevada corporation    |                  |
|                     |
|                     |
| By:                      | /s/ Donald  L. Carano |   |
| Name:                    | Donald L.  Carano     |   |
| Title:                   | President             |   |
|                          |                       |        |        |  |  |

 

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