**Exhibit 4.2**

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**WHITEWATER PARK — PROMISSORY NOTE**

 

FOR VALUE RECEIVED, at the times hereinafterstated, the undersigned (“Borrower”) promises to pay Eldorado Resorts, LLC,(“Lender”), at 345 North Virginia Street, Reno, Nevada, or such other place asLender may from time to time designate in writing, in legal tender of theUnited States of America, the principal sum of Five Hundred Thousand Dollars($500,000.00), or so much thereof as may be advanced (the “Loan Amount”)pursuant to the following terms and conditions.

 

Borrower shall hold the Loan Amount in aninternal trust account and not integrate it into its other accounts, includingits general fund account.  The LoanAmount is restricted in its use and shall not be utilized for any purposeexcept as provided for in this promissory note.  The Loan Amount is provided to Borrower for the purpose offunding the construction of improvements and related expenses for theWhitewater Park to be located in the Truckee River adjacent to Wingfield Park,Reno, Nevada (hereafter referred to as “Whitewater Park”) until such time asbond funds are received by the City in accordance with State Ballot Question 1,which was approved by the voters of the State of Nevada on November 5, 2002,(hereafter referred to as “Question 1”).

 

Since the Whitewater Park was designated asan approved project by the Washoe County Commissioners on July 15, 2003,Borrower anticipates receiving funding from Question 1 on or before November 1,2003.  If Borrower receives the bondfunds from Question 1 as anticipated, Borrower promises to pay the Loan Amount,with no interest, to Lender on or before November 30, 2003.

 

If Borrower does not pay the Loan Amount onor before November 30, 2003, Borrower agrees to repay the Loan Amount, togetherwith interest thereon at the rate of 5% per annum on the unpaid balance.  In such event, said sum shall be calculatedand paid in the following manner:

 

Allprincipal and interest shall be due and payable on or before January 30,2004.  Interest charged to Borrowershall be computed commencing on the date the Loan Amount is received byBorrower and shall continue until such times as all principal and interest ispaid under the terms of this promissory note. Furthermore, the rate of interest charged hereunder shall be computedbased upon a 365-day year and the actual days elapsed.

 

Allpayments shall be first applied to interest, if any, and the balance toprincipal.  This promissory note may beprepaid, at any time, in whole or part, without penalty.

 

Inthe event this promissory note shall be in default, and placed with an attorneyfor collection, then the undersigned agrees to pay all reasonable attorney feesand costs of collection.  All paymentshereunder shall be made to the address designated above, or to such address asmay from time to time be designated in writing by Lender.

 

 

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Thispromissory note shall be construed and enforced in accordance with the laws ofthe State of Nevada and any litigation pertaining to this promissory note willbe commenced in the District Court for the State of Nevada located in Reno,Nevada.

 
| **CITY OF RENO**                   |
|------------------------------------|
|                               |
|   /s/  Robert A. Cashell |
| Robert  A. Cashell, Sr., Mayor     |
|                               |
| Date:                              |   8/21/03 |   |
|                               |
| ATTEST:                            |
|                               |
|   /s/  Lynette R. Jones  |
| City  Clerk                        |
|                               |
| APPROVED  AS TO FROM:              |
|                               |
|   /s/  Tracy L. Chase    |
| City  Attorney’s Office       |

 

 

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