<PAGE>

                                                                  EXHIBIT 4.0


                       AMENDMENT NO. 1 TO LOAN AGREEMENT

    This Amendment No. 1 to Loan Agreement (this "Amendment") dated as of
July 23, 1997 is entered into with reference to the Amended and Restated Loan 
Agreement dated as of July 31, 1996, among Eldorado Resorts LLC, a Nevada 
limited liability company ("Borrower"), the Banks therein named, and Bank of 
America National Trust and Savings Association, as Administrative Agent (as 
amended, the "Loan Agreement"). Terms defined in the Loan Agreement are used 
herein with the same meanings. Borrower and the Administrative Agent, acting 
with the consent of the Requisite Banks in accordance with Section 11.2 of 
the Loan Agreement, hereby amend the Loan Agreement as follows:

    1.   AMENDMENT TO MARGINS. Section 1.1 of the Loan Agreement is hereby 
amended so that the definition of "APPLICABLE PERCENTAGE" set forth therein 
reads in full as follows:

              "APPLICABLE PERCENTAGE" means, during each calendar month, the
         per annum percentage set forth below opposite the Pricing Leverage
         Ratio set forth in the then most recently delivered Pricing 
         Certificate (a) with respect to each Base Rate Loan, in the column
         headed "Base Rate", (b) with respect to each Eurodollar Rate Loan, 
         in the column headed "Eurodollar Rate", (c) for each Letter of 
         Credit, in the column headed "Letters of Credit", and (d) with 
         respect to Commitment Fees, in the column headed "Commitment Fees":

<TABLE>

         Pricing Leverage          Base        Eurodollar     Letter               Commitment
         Ratio                     Rate        Rate           of Credit Fees       Fees
         -----                     -----       -----          ---------------      -----
         <S>                       <C>         <C>             <C>                  <C>

         Less than                   0%         0.7500%         0.7500%             0.2000%
         1.50:1.00

         Greater than or             0%         1.0000%         1.0000%             0.2500%
         equal to 1.50:1.00
         but less than 2.00:1.00

         Greater than or             0%         1.2500%         1.2500%             0.3125%
         equal to 2.00:1.00      
         but less than 2.50:1.00 

         Greater than or             0.2500%    1.5000%         1.5000%             0.3750%
         equal to 2.50:1.00      
         but less than 3.00:1.00 

         Greater than or             0.5000%    1.7500%         1.7500%             0.4375%
         equal to 3.00:1.00      
         but less than 3.50:1.00 

         Greater than or             0.7500%    2.0000%         2.0000%             0.5000%
         equal to 3.50:1.00 

</TABLE>

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<PAGE>

         PROVIDED that (a) if the Senior Debt to EBITDA Ratio, as of the last 
         day of the Fiscal Quarter ending immediately prior to the date of any
         such Pricing Certificate is less than or equal to 1.00 to 1.00, the 
         Applicable Percentages set forth above for Eurodollar Rate Loans and 
         Letter of Credit Fees shall be reduced by O.1250%, (b) if the Senior 
         Debt to EBITDA Ratio, as of the last day of the Fiscal Quarter ending 
         immediately prior to the date of any such Pricing Certificate is less 
         than or equal to 0.75 to 1.00, the Applicable Percentages set forth 
         above for Eurodollar Rate Loans and Letter of Credit Fees shall be 
         reduced by and additional 0.1250%, and the applicable Percentages set
         forth above for Commitment Fees shall be reduced by 0.05%.

    2.   PRICING CERTIFICATE. The form of the Pricing Certificate is hereby 
amended to read as set forth in the attachment hereto.

    3.   CONDITIONS PRECEDENT. The effectiveness of this Amendement shall be 
conditioned upon the receipt by the Administrative Agent of the following:

         (a)  Counterparts of this Amendment executed by Borrower and the 
    Administrative Agent, acting on behalf of the Banks;

         (b)  Written consents to the execution, delivery and performance 
    hereof from each of the Banks.

    4.   REPRESENTATION AND WARRANTY. Borrower represents and warrants to the 
Administrative Agent and the Banks that no Default or Event of Default has 
occurred and remains continuing.


                                  -2-

<PAGE>

    5.   CONFIRMATION. In all other respects, the terms of the Loan Agreement 
and the other Loan Documents are hereby confirmed.

    IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed 
this Amendment as of the date first written above by their duly authorized 
representatives.


                                               ELDORADO RESORTS LLC

                                  By: /s/ Donald L. Carano
                                      -------------------------------------
                                  Donald L. Carano, Chief Executive Officer

                                  BANK OF AMERICA NATIONAL TRUST AND
                                  SAVINGS ASSOCIATION, as Administrative
                                  Agent


                                  By  /s/ Janice Hammond 
                                      -------------------------------------
                                       Janice Hammond, Vice President


The undersigned hereby consents to the execution, delivery and performance by 
Borrower, the Banks and the Administrative Agent of the foregoing Amendment 
No. 1 to Loan Agreement. The undersigned represents and warrants to the 
Administrative Agent and Banks that there is no defense, counterclaim or 
offset of any type or nature to the Subsidiary Guaranty and the other Loan 
Documents executed by the undersigned, and that the same remain in full force 
and effect:

ELDORADO CAPITAL CORPORATION

By: /s/ Donald L. Carano
    ----------------------------

Title: President
       -------------------------


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