EX-10.1





 Exhibit 10.1 
  


					
	 JPMORGAN CHASE BANK, N.A.

383 Madison Avenue
 New York, New
York 10179
	  	 CREDIT SUISSE AG

CREDIT SUISSE
 LOAN
FUNDING LLC
 Eleven Madison Avenue

New York, New York 10010
	  	 MACQUARIE CAPITAL (USA) INC.

MACQUARIE CAPITAL FUNDING LLC

125 West 55th Street
 New York, New
York 10019

			
	 BofA SECURITIES, INC.

BANK OF AMERICA, N.A.
 One
Bryant Park
 New York, New York 10036
	  	 DEUTSCHE BANK SECURITIES INC.

DEUTSCHE BANK AG NEW YORK BRANCH

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH

60 Wall Street
 New York, New York
10005
	  	 GOLDMAN SACHS BANK USA

200 West Street
 New York, New York
10282

			
	 SUNTRUST ROBINSON HUMPHREY, INC.

TRUIST BANK
 303 Peachtree
Street
 Atlanta, Georgia 30308
	  	 U.S. BANK NATIONAL ASSOCIATION

214 North Tryon Street
 Charlotte,
North Carolina 28202
	  	 KEYBANC CAPITAL MARKETS INC.

KEYBANK NATIONAL ASSOCIATION

127 Public Square
 Cleveland, Ohio
44114

			
	 FIFTH THIRD BANK

38 Fountain Square Plaza

Cincinnati, Ohio 45263
	  		  	 CITIZENS BANK, NATIONAL ASSOCIATION

28 State Street
 Boston,
Massachusetts 02109


 CONFIDENTIAL 

June 15, 2020 
 Eldorado Resorts, Inc. 

100 West Liberty Street, Suite 1150 
 Reno, Nevada 89501 

Attention: Chief Financial Officer 
 $1,000.0
Million Senior Secured Revolving Credit Facility 
 $3,000.0 Million Senior Secured Term Loan B Facility 

$2,400.0 Million Senior Secured Incremental Term Loan B Facility 

$1,800.0 Million Senior Unsecured Bridge Loan Facility 

Second Amendment to Amended and Restated Commitment Letter 

Ladies and Gentlemen: 
 Reference is made to that
certain Amended and Restated Commitment Letter, dated July 19, 2019 (as amended by that certain First Amendment to Amended and Restated Commitment Letter and Amended and Restated Fee Letter, dated July 29, 2019 (the “First
Amendment”), the “Commitment Letter”), by and among Eldorado Resorts, Inc., a Nevada corporation (the “Borrower” or “you”), JPMorgan Chase Bank, N.A. (together with
any of its designated affiliates, “JPMorgan”), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, “CS”), Credit Suisse Loan Funding LLC
(“CSLF” and, together with CS and their respective affiliates, “Credit Suisse”), Macquarie Capital Funding LLC 












 
(“Macquarie Lender”), Macquarie Capital (USA) Inc. (“Macquarie Capital” and, together with Macquarie Lender, “Macquarie”
and, together with JPMorgan and Credit Suisse, collectively, the “Initial Commitment Parties”), Bank of America, N.A. (“BANA”), BofA Securities, Inc. (“BofA Securities” and,
together with BANA, “Bank of America”), Deutsche Bank Securities Inc. (“DBSI”), Deutsche Bank AG New York Branch (“DBNY”), Deutsche Bank AG Cayman Islands Branch
(“DBCI” and, together with DBSI and DBNY, “Deutsche Bank”), Goldman Sachs Bank USA (“GS”), Truist Bank (as successor by merger to SunTrust Bank, “Truist
Bank”), SunTrust Robinson Humphrey, Inc. (“STRH” and, together with Truist Bank, “SunTrust”), U.S. Bank National Association (“US Bank”), KeyBank National
Association (“KeyBank”), KeyBanc Capital Markets Inc. (“KBCM” and, together with KeyBank, “Key”), Fifth Third Bank (“Fifth Third Bank”) and Citizens
Bank, National Association (“Citizens” and, together with JPMorgan, Credit Suisse, Macquarie, Bank of America, Deutsche Bank, GS, SunTrust, US Bank, Key and Fifth Third Bank, collectively, the “Commitment
Parties”). Capitalized terms used in this Second Amendment to Amended and Restated Commitment Letter (this “Amendment”) without definition shall have the meanings given to them in the Commitment Letter. 

Each of the Commitment Parties and the Borrower agree to amend the Commitment Letter as set forth herein effective as of the date first set
forth above (such date, the “Effective Date”). 
 1. Amendments to Commitment Letter. 

(a) Section 1(b) of the Commitment Letter is hereby amended by amending and restating the penultimate sentence thereof as
follows: 
 Notwithstanding each Lead Arranger’s right to syndicate the Credit Facilities and receive commitments with respect thereto,
unless you agree in writing, (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment under the Credit Facilities on the date of the consummation of the
Acquisition with the proceeds of the initial funding under the Credit Facilities (such date, the “Funding Date”)) in connection with any syndication, assignment, participation or allocation until the Funding Date has
occurred, (ii) no assignment or novation or syndication by any Initial Lender shall become effective as between you and the Initial Lenders with respect to all or any portion of any Initial Lender’s commitments in respect of the Credit
Facilities until the Funding Date has occurred, (iii) each of the Initial Lenders shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications,
waivers and amendments, until the Funding Date has occurred and (iv) prior to the occurrence of the Syndication Date, no Initial Lender may (either prior to or after the Funding Date) participate or syndicate any of its commitments with respect
to the Credit Facilities hereunder or any Take-Out Financing, except pursuant to a sell-down process coordinated by the Lead Arrangers and managed by the applicable “left” Lead Arranger. 

(b) Exhibit B to the Commitment Letter is hereby amended by replacing the reference to “$500.0 million” in the
proviso to the first sentence of clause (C) under the heading “Availability” with “$600.0” million. 

(c) Exhibit B to the Commitment Letter is hereby amended by replacing the second and third paragraphs under the heading
“Financial Covenant” with the following: 
 Revolving Facility: The only financial covenant shall be a financial covenant
(the “Financial Covenant”) for the benefit of the Revolving Facility only that will prohibit the Borrower from permitting the Net First Lien Leverage Ratio on the last day of any fiscal quarter (beginning with the fiscal
quarter ended on the last day of the first full fiscal quarter 

  
 2 













 
after the Funding Date, but excluding any fiscal quarter the last day of which occurs either (i) during a Covenant Suspension Period or (ii) for so long as each and every Covenant
Relief Period Condition (as defined below) shall be satisfied for the duration of the Covenant Relief Period, (1) if the Covenant Relief Period terminates in accordance with clause (a) of the definition thereof, before the date of such
termination of the Covenant Relief Period or (2) if the Covenant Relief Period terminates in accordance with clause (b) of the definition thereof, before September 30, 2021), solely to the extent that on such date the aggregate amount
of funded loans and letters of credit (excluding letters of credit under the Revolving Facility up to $170.0 million and cash collateralized letters of credit) under the Revolving Facility on such date exceeds an amount equal to 25% of the then
outstanding commitments under the Revolving Facility (the “Testing Threshold”), to exceed 6.35 to 1.00. 
 For
purposes hereof: 
  

	 	(i)	 “Covenant Relief Period” shall mean the period commencing on the Funding Date and
ending on the earlier of (a) the date on which the Administrative Agent receives a Covenant Relief Period Termination Notice from the Borrower and (b) the date on which the Administrative Agent receives from the Borrower the compliance
certificate and the financial statements to be delivered pursuant to the Credit Agreement1 in respect of the fiscal quarter ending September 30, 2021 (such earlier date, the
“Covenant Relief Period Termination Date”). 


  

	 	(ii)	 “Covenant Relief Period Conditions” shall mean the conditions set forth on Schedule
1 hereto. 


  

	 	(iii)	 “Covenant Relief Period Termination Date” shall have the meaning assigned to such term
in the definition of “Covenant Relief Period.” 


  

	 	(iv)	 “Covenant Relief Period Termination Notice” shall mean a certificate of a responsible
officer of the Borrower that is delivered to the Administrative Agent stating that the Borrower irrevocably elects to terminate the Covenant Relief Period effective as of the date on which the Administrative Agent receives such Covenant Relief
Period Termination Notice. 


 Notwithstanding anything to the contrary contained herein, to the extent every Covenant
Relief Period Condition was satisfied for the duration of the Covenant Relief Period: 
  

	 	(i)	 If the Covenant Relief Period terminates pursuant to clause (a) of the definition thereof, then, if
elected by the Borrower, (i) EBITDA for the period of four fiscal quarters ending on the last day of the first fiscal quarter ending after such termination of the Covenant Relief Period (the “Initial Test Period”) shall
be deemed to be EBITDA for the last fiscal quarter of the Initial Test Period multiplied by 4, (ii) EBITDA for the period of four fiscal quarters ending on the last day of the first fiscal quarter ending after the Initial Test Period (the
“Second Test Period”) shall be deemed to be EBITDA for the last two fiscal quarters of the Second Test Period multiplied by 2 and (iii) EBITDA for the period of four fiscal quarters ending on the last day of the first
fiscal quarter ending after the Second Test Period 


 (the “Third Test Period”) shall be deemed to
be EBITDA for the last three fiscal quarters of the Third Test Period multiplied by 4/3. 
  

	1 	 References to the “Credit Agreement” in this Section 1(c) and on Schedule 1 refer to the
draft Credit Agreement for the Borrower distributed to the Commitment Parties on June 5, 2020. 



  
 3 














	 	(ii)	 If the Covenant Relief Period terminates in accordance with clause (b) of the definition thereof, then, if
elected by the Borrower, (i) EBITDA for the period of four fiscal quarters ending September 30, 2021 shall be deemed to be EBITDA for the fiscal quarter ending September 30, 2021 multiplied by 4, (ii) EBITDA for the period of four
fiscal quarters ending December 31, 2021 shall be deemed to be EBITDA for the fiscal quarters ending September 30, 2021 and December 31, 2021 multiplied by 2 and (iii) EBITDA for the period of four fiscal quarters ending
March 31, 2022 shall be deemed to be EBITDA for the fiscal quarters ending September 30, 2021, December 31, 2021 and March 31, 2022 multiplied by 4/3. 



The Covenant Relief Period Conditions are for the benefit of Lenders under the Revolving Facility only and may be amended or waived with the
consent of the Borrower and the Lenders holding more than 50% of the aggregate amount of the commitments under the Revolving Facility. 
 2.
Miscellaneous. This Amendment is subject to the confidentiality, governing law and miscellaneous provisions of the Commitment Letter, in each case, which are incorporated herein by reference mutatis mutandis. This Amendment may be
executed in separate counterparts, and delivery of an executed signature page of this Amendment by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart hereof. This Amendment constitutes the entire agreement
among the parties pertaining to the modification of the Commitment Letter as herein provided and supersedes any and all prior or contemporaneous agreements relating to the amendment of the Commitment Letter. Each of the parties hereto agrees that
this Amendment is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and
general principles of equity) with respect to the subject matter contained herein. Except as expressly amended hereby, the Commitment Letter remains unmodified and in full force and effect. Each reference in the Commitment Letter to “this
Commitment Letter,” “hereunder,” “hereof” (and each reference in the Fee Letter and any other letter agreement concerning the financing of the Transactions to the “Commitment Letter,” “thereunder” or
“thereof”) or words of like import shall mean and be a reference to the Commitment Letter as amended by this Amendment. 

[Signature Pages Follow] 

  
 4 













 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Brian Smolowitz

	Name:	 	Brian Smolowitz
	Title:	 	Vice President



  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
		
	By:	 	 /s/ Whitney Gaston

	Name:	 	Whitney Gaston
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Christopher Zybrick

	Name:	 	Christopher Zybrick
	Title:	 	Authorized Signatory
	
	CREDIT SUISSE LOAN FUNDING LLC
		
	By:	 	 /s/ Joseph Palombini

	Name:	 	Joseph Palombini
	Title:	 	Managing Director



  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 
			
	MACQUARIE CAPITAL (USA) INC.
		
	By:	 	 /s/ Lisa Grushkin

	Name:	 	Lisa Grushkin
	Title:	 	Managing Director
		
	By:	 	 /s/ Jeff Abt

	Name:	 	Jeff Abt
	Title:	 	Managing Director
	
	MACQUARIE CAPITAL FUNDING LLC
		
	By:	 	 /s/ Lisa Grushkin

	Name:	 	Lisa Grushkin
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Jeff Abt

	Name:	 	Jeff Abt
	Title:	 	Authorized Signatory



  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 
			
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Anand Melvani

	Name:	 	Anand Melvani
	Title:	 	Managing Director
	
	BofA SECURITIES, INC.
		
	By:	 	 /s/ Anand Melvani

	Name:	 	Anand Melvani
	Title:	 	Managing Director



  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 
			
	DEUTSCHE BANK SECURITIES INC.
		
	By:	 	 /s/ Philip Tancorra

	Name:	 	Philip Tancorra
	Title:	 	Vice President
		
	By:	 	 /s/ Michael Strobel

	Name:	 	Michael Strobel
	Title:	 	Vice President
	
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	 /s/ Philip Tancorra

	Name:	 	Philip Tancorra
	Title:	 	Vice President
		
	By:	 	 /s/ Michael Strobel

	Name:	 	Michael Strobel
	Title:	 	Vice President
	
	DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
		
	By:	 	 /s/ Philip Tancorra

	Name:	 	Philip Tancorra
	Title:	 	Vice President
		
	By:	 	 /s/Michael Strobel

	Name:	 	Michael Strobel
	Title:	 	Vice President



  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 
			
	GOLDMAN SACHS BANK USA
		
	By:	 	 /s/ Charles D. Johnston

	Name:	 	Charles D. Johnston
	Title:	 	Authorized Signatory



  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 
			
	TRUIST BANK (Successor to SunTrust Bank)
		
	By:	 	 /s/ J. Haynes Gentry, III

	Name:	 	J. Haynes Gentry, III
	Title:	 	Director
	
	SUNTRUST ROBINSON HUMPHREY, INC.
		
	By:	 	 /s/ Michael Chung

	Name:	 	Michael Chung
	Title:	 	Managing Director



  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 
			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Chad T. Orrock

	Name:	 	Chad T. Orrock
	Title:	 	Senior Vice President



  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 
			
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Kevin Brickman

	Name:	 	Kevin Brickman
	Title:	 	Managing Director
	
	KEYBANC CAPITAL MARKETS INC.
		
	By:	 	 /s/ Dave Blue

	Name:	 	Dave Blue
	Title:	 	Director



  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 
			
	FIFTH THIRD BANK
		
	By:	 	 /s/ Gregory D. Amoroso

	Name:	 	Gregory D. Amoroso
	Title:	 	Managing Director



  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 
			
	CITIZENS BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Christopher Lynch

	Name:	 	Christopher Lynch
	Title:	 	Director



  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 














			
	ELDORADO RESORTS, INC.
		
	By:	 	 /s/ Bret Yunker

	Name:	 	Bret Yunker
	Title:	 	Chief Financial Officer


  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 Schedule 1 

During the Covenant Relief Period: 

(a) The Borrower shall not permit the sum of (i) the sum of (x) unrestricted cash and cash equivalents of the
Borrower and its restricted subsidiaries (for the avoidance of doubt, including CRC and its restricted subsidiaries) free and clear of all liens other than liens permitted by the Financing Documentation, plus (y) cash and cash
equivalents of the Borrower and its restricted subsidiaries that are restricted in favor of the obligations under the Financing Documentation, the Existing CRC Credit Agreement, the Incremental Term Loan B Facility (or any secured notes issued in
lieu thereof) or the Existing CRC Indenture (which may include cash and cash equivalents securing other indebtedness secured by a lien on the collateral securing any of the foregoing), plus (ii) the sum of (x) the unutilized
commitments under the Revolving Facility and (y) the unutilized commitments under the Revolving Facility (as defined in the Existing CRC Credit Agreement) (clauses (i) and (ii), collectively, the “Borrower’s Liquidity), at
any time during the Covenant Relief Period to be less than $850,000,000. 
 (b) The Borrower shall furnish to the
Administrative Agent (which will promptly furnish such certificate to the Lenders under the Revolving Facility), commencing with the calendar month ending after the Funding Date and ending with (i) the calendar month ending September 30,
2021 or (ii) if the Covenant Relief Period terminates in accordance with clause (a) of the definition thereof prior to September 30, 2021, the last calendar month ending before the Covenant Relief Period Termination Date, a
certificate of a responsible officer of the Borrower (a “Minimum Liquidity Certificate”) setting forth in reasonable detail the computations necessary (as determined in good faith by the Borrower) to determine whether the Borrower
is in compliance with clause (a) of this Schedule 1 as of the end of each such calendar month within ten (10) Business Days after the last day of each such calendar month. 

(c) The Borrower shall not, and shall not permit any of its restricted subsidiaries to, incur indebtedness under
Section 6.01(h) of the Credit Agreement. 
 (d) The Borrower shall not, and shall not permit any of
its restricted subsidiaries to, incur indebtedness under Section 6.01(i) of the Credit Agreement in an aggregate principal amount at any one time outstanding in excess of $100,000,000. 

(e) The Borrower shall not, and shall not permit any of its restricted subsidiaries to, incur indebtedness under
Section 6.01(k) of the Credit Agreement in an aggregate principal amount at any one time outstanding in excess of (x) $100 million plus (y) $500 million; provided that any indebtedness incurred pursuant to
this clause (y) shall be unsecured; 
 (f) The Borrower shall not, and shall not permit any of its restricted
subsidiaries to, incur indebtedness under Section 6.01(l) of the Credit Agreement. 
 (g) The Borrower shall not,
and shall not permit any of its restricted subsidiaries to, incur indebtedness under Section 6.01(r) of the Credit Agreement. 

(h) The Borrower shall not, and shall not permit any of its restricted subsidiaries to, incur Indebtedness under
Section 6.01(s) of the Credit Agreement. 
 (i) The Borrower shall not, and shall not permit any of
its restricted subsidiaries to, incur Indebtedness under Section 6.01(v) of the Credit Agreement. 

  
 [Signature Page to Second
Amendment to A&R Commitment Letter] 













 (j) The Borrower shall not, and shall not permit any of its restricted
subsidiaries to, incur Indebtedness under Section 6.01(x) of the Credit Agreement. 
 (k) The Borrower shall not,
and shall not permit any of its restricted subsidiaries to, incur indebtedness under Section 6.01(y) of the Credit Agreement in an aggregate principal amount at any one time outstanding in excess of $400,000,000. 

(l) The Borrower shall not, and shall not permit any of its restricted subsidiaries to, incur indebtedness under
Section 6.01(z) of the Credit Agreement in an aggregate principal amount at any one time outstanding in excess of $400,000,000. 

(m) The Borrower shall not, and shall not permit any of its restricted subsidiaries to, incur indebtedness under
Section 6.01(ee) of the Credit Agreement in an aggregate principal amount at any one time outstanding in excess of the sum of (i) $250,000,000 plus (ii) the aggregate amount of proceeds of the issuance of equity
interests (including upon conversion or exchange or a debt instrument into or for any equity interests (other than disqualified stock)) received by the Borrower from equity issuances after June 1, 2020. 

(n) The Borrower shall not, and shall not permit any of its restricted subsidiaries to, make any investments pursuant to
Section 6.04(j) of the Credit Agreement in an aggregate principal amount at any one time outstanding in excess of $250,000,000. 

(o) The Borrower shall not, and shall not permit any of its restricted subsidiaries to, make any investments pursuant to
Section 6.04(l) of the Credit Agreement. 
 (p) The Borrower shall not, and shall not permit any of
its restricted subsidiaries to, make any investments pursuant to Section 6.04(s) of the Credit Agreement. 

(q) The Borrower shall not, and shall not permit any of its restricted subsidiaries to, make any investments pursuant to
Section 6.04(dd) of the Credit Agreement. 
 (r) The Borrower shall not, and shall not permit any
of its restricted subsidiaries to, make any investments pursuant to Section 6.04(ff) of the Credit Agreement. 

(s) The Borrower shall not, and shall not permit any of its restricted subsidiaries to, make any restricted payments pursuant
to Section 6.06(e) of the Credit Agreement. 
 (t) The Borrower shall not, and shall not permit any
of its restricted subsidiaries to, make any restricted payments pursuant to Section 6.06(h) of the Credit Agreement. 

(u) The Borrower shall not, and shall not permit any of its restricted subsidiaries to, make any restricted payments pursuant
to Section 6.06(j) of the Credit Agreement. 
 (v) The Borrower shall not, and shall not permit any
of its restricted subsidiaries to, make any restricted payments pursuant to Section 6.06(l) of the Credit Agreement in an aggregate principal amount at any one time outstanding in excess of $25,000,000. 

(w) The Borrower shall not, and shall not permit any of its restricted subsidiaries to, make any restricted payments pursuant
to Section 6.06(m) of the Credit Agreement. 

  
 [Signature Page to Second
Amendment to A&R Commitment Letter]