Exhibit 4.1


 


AMENDMENT NO. 2


TO SECOND AMENDED AND RESTATED LOAN
AGREEMENT


 


 


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


 


1.             Amendment
of Section 2.5.  Section 2.5 of the
Loan Agreement is hereby amended and restated in its entirety to read as
follows:


 


“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.             Voluntary
Reduction of Commitments. Pursuant to Section 2.6 of the Loan Agreement,
the Borrower agrees that as of the effective date of this Amendment the
Commitment shall be permanently reduced to $30,000,000.


 


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


 


“(iv) the aggregate amount of any such
payment pursuant to clause (a) above does not then or will not as a result of
the making of such payment exceed the sum of (A) $40,160,000 plus (B) up
to $5,000,000 of proceeds from Permitted Dispositions completed after August
15, 2003.”


 


4.             Conditions
Precedent. The effectiveness of this Amendment shall be subject to the
conditions precedent that:


 


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


 


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


 


(c) The Administrative Agent shall have
received written consents hereto from all of the Banks substantially in the
form 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 and
remains continuing, (b) the representations and warranties in the Loan
Agreement are true as of


 


 

















the date of this Amendment (except to the
extent 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 which
the Borrower is bound.


 


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


 


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


 


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


 


 

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date first written above by their duly
authorized 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

  
					



 


 

















 


Exhibit A


 


CONSENT OF GUARANTOR


 


 


                Reference
is hereby made to the Second Amended and Restated Loan Agreement, dated as of
June 29, 2001, as amended, among Eldorado Resorts, LLC, the Banks referred to
therein, 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 and
Restated Loan Agreement dated as of September 10, 2003, and acknowledges that
the Amended and Restated Guaranty, dated as of June 29, 2001, executed by the
undersigned in favor of Bank of America, N.A., as Administrative Agent, and the
Banks 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

  
			



 


 

















 


Exhibit B


 


CONSENT OF LENDER


 


The Consent of Leader is executed by the undersigned
Lender with reference to that certain Second Amended and Restated Loan
Agreement, dated as of June 29, 2001, as amended, among Eldorado Resorts LLC,
the Banks referred to therein, and Bank of America, N.A., as Administrative
Agent. The undersigned hereby consents to the execution, delivery and
performance 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

  
			



 


 

















 


Exhibit B


 


CONSENT OF LENDER


 


The Consent of Leader is executed by the
undersigned Lender with reference to that certain Second Amended and Restated
Loan Agreement, dated as of June 29, 2001, as amended, among Eldorado Resorts
LLC, the Banks referred to therein, and Bank of America, N.A., as
Administrative Agent. The undersigned hereby consents to the execution,
delivery and performance of Amendment No. 2 to Second Amended and Restated Loan
Agreement, 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