EX-4.1



 Exhibit 4.1 

CONFIDENTIAL 
 THIRD SUPPLEMENTAL
INDENTURE 
 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of March 16, 2017, among Eldorado Resorts, Inc., a Nevada corporation (the “Company”), each subsidiary of the Company signatory hereto (collectively, the “Guaranteeing Subsidiaries”) and U.S. Bank
National Association, as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as amended by that certain First Supplemental
Indenture dated as of December 16, 2015 and that certain Second Supplemental Indenture dated as of May 26, 2016 and as may be further amended, supplemented, or otherwise modified, the “Indenture”), dated as of
July 23, 2015 providing for the issuance of the Company’s 7% Senior Notes due 2023 (the “Notes”); 

WHEREAS, the Company has solicited consents (“Consents”) from the Holders of the Notes to amend the Indenture to increase the
amount of debt that may be incurred by the Issuer and the Guarantors under clause (1) of the definition of “Permitted Debt”, pursuant to a Consent Solicitation Statement, dated March 6, 2017 (the “Consent Solicitation
Statement”); 
 WHEREAS, the Holders of at least a majority in aggregate principal amount of the outstanding Notes as of the close
of business on March 3, 2017, excluding Notes owned by the Company or any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, voting as a
single class have delivered valid Consents to the proposed amendment set forth in this Supplemental Indenture; and 
 WHEREAS, the Company
has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) copies of resolutions of the Boards of Directors (or equivalent governing bodies or persons) of the Company and the Guarantors authorizing the execution of
this Supplemental Indenture, (ii) evidence satisfactory to the Trustee of the Consents described in the immediately preceding paragraph, and (iii) the Officer’s Certificate and Opinions of Counsel described in Section 9.06 of the
Indenture; and 
 WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and
delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto mutually covenant and agree for the benefit of each other and the equal and ratable benefit of the Holders of the Notes as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them
in the Indenture. 







 2. AMENDMENT. Clause (1) of Section 4.9(b) of the Indenture is hereby
amended and restated in its entirety to read as set forth below: 
 (1) the incurrence by the Issuer or any Guarantor (and/or the guarantee
thereof by the Issuer or any Guarantor) of Indebtedness and letters of credit under the Existing ERI Credit Facility or other Credit Facilities; provided that the aggregate principal amount of all such Indebtedness outstanding under this clause
(1) as of any date of incurrence (after giving pro forma effect to the application of the proceeds of such incurrence), including all Permitted Refinancing Indebtedness Incurred to repay, redeem, extend, refinance, renew, replace, defease or
refund any Indebtedness incurred pursuant to this clause (1), shall not exceed the greater of (i) $1,750.0 million and (ii) four (4) times Consolidated EBITDA of the Issuer and its Restricted Subsidiaries (determined giving effect to
clauses (1) through (6) of the second paragraph of the definition of Fixed Charge Coverage Ratio as if they were set forth in the definition of Consolidated EBITDA) for the twelve month period ended at the end of the most recent fiscal
quarter for which financial statements are available, to be reduced dollar-for-dollar by the aggregate amount of all Net Proceeds from Asset Sales applied by the Issuer or any of its Restricted Subsidiaries to permanently repay Indebtedness under
the Credit Facilities pursuant to Section 4.10(e); 
 3. EFFECTIVE DATE OF
THIS SUPPLEMENTAL INDENTURE. This Supplemental Indenture shall be executed, delivered and effective as of the date first written above but shall not become operative until the last to occur of
(a) the payment of the Consent Payment (as defined in the Consent Solicitation Statement) by the Company pursuant to the terms of the Consent Solicitation Statement and (b) satisfaction of the Merger Condition (as defined in the Consent
Solicitation Statement). 
 4. REFERENCE TO AND EFFECT ON
INDENTURE. On and after the date upon which this Supplemental Indenture becomes operative, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” (and all
references to the Indenture in any other agreements, documents or instruments) shall mean and be a reference to the Indenture as supplemented by this Supplemental Indenture, unless the context otherwise requires. The Indenture, as supplemented by
this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed. 

5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same 

  
 2 








 
agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental
Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof. 
 8. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guaranteeing Subsidiaries. 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

							
	ELDORADO RESORTS, INC.
		
	By:	 	 /s/ Gary L. Carano

	Name:	 	Gary L. Carano
	Title:	 	Chief Executive Officer
	
	ELDORADO HOLDCO LLC
	
	By: Eldorado Resorts, Inc.
	Its: Managing Member
			
		 	By:	 	 /s/ Gary L. Carano

		 	Name:	 	Gary L. Carano
		 	Title:	 	Chief Executive Officer
	
	 ELDORADO RESORTS LLC

	
	By: Eldorado Holdco LLC
	Its: Managing Member
		
		 	By: Eldorado Resorts, Inc.
		 	Its: Managing Member
				
		 		 	By:	 	 /s/ Gary L. Carano

		 		 	Name:	 	Gary L. Carano
		 		 	Title:	 	Chief Executive Officer
	
	 ELDORADO SHREVEPORT #1, LLC

ELDORADO SHREVEPORT #2, LLC

		
	By:	 	 /s/ Gary L. Carano

	Name:	 	Gary L. Carano
	Title:	 	Manager



  
 [Signature Page to Third
Supplemental Indenture] 








 
									
	ELDORADO CASINO SHREVEPORT JOINT VENTURE
	
	By: Eldorado Shreveport #1, LLC
	Its: Managing Partner
		
	By:	 	 /s/ Gary L. Carano

		 	Name:	 	Gary L. Carano
		 	Title:	 	Manager
	
	 MTR GAMING GROUP, INC.
 MOUNTAINEER
PARK, INC.
 PRESQUE ISLE DOWNS, INC.
 SCIOTO DOWNS,
INC.

		
	By:	 	 /s/ Gary L. Carano

	Name:	 	Gary L. Carano
	Title:	 	Chief Executive Officer
	
	ELDORADO LIMITED LIABILITY COMPANY
	
	By: Eldorado Resorts LLC
	Its: Sole Member
		
		 	By: Eldorado Holdco LLC
		 	Its: Sole Member
			
		 		 	By: Eldorado Resorts, Inc.
		 		 	Its: Sole Member
					
		 		 		 	By:	 	 /s/ Gary L. Carano

		 		 		 	Name:	 	Gary L. Carano
		 		 		 	Title:	 	Chief Executive Officer
	
	CCR NEWCO LLC
	
	By: CC-Reno LLC
	Its: Sole Member
		
		 	By: Eldorado Resorts, Inc.
		 	Its: Sole Member
				
		 		 	By:	 	 /s/ Gary L. Carano

		 		 	Name:	 	Gary L. Carano
		 		 	Title:	 	Chief Executive Officer



  
 [Signature Page to Third
Supplemental Indenture] 








 
																			
	CIRCUS AND ELDORADO JOINT VENTURE, LLC
	
	By: Eldorado Limited Liability Company
	Its: Sole Member
		
		 	 By: Eldorado Resorts LLC

		 	 Its: Sole Member

			
		 		 	 By: Eldorado Holdco LLC

		 		 	Its: Sole Member
				
		 		 		 	By: Eldorado Resorts, Inc.
		 		 		 	Its: Sole Member
									
		 		 		 		 		 		 		 	By:	 	 /s/ Gary L. Carano

		 		 		 		 		 		 		 	Name:	 	Gary L. Carano
		 		 		 		 		 		 		 	Title:	 	Chief Executive Officer
	
	CC-RENO LLC
	
	By: Eldorado Resorts, Inc.
	Its: Sole Member
		
	By:	 	 /s/ Gary L. Carano

	Name:	 	Gary L. Carano
	Title:	 	Chief Executive Officer



  
 [Signature Page to Third
Supplemental Indenture] 








 
			
	U.S. BANK NATIONAL ASSOCIATION
	as Trustee
		
	By:	 	 /s/ Michael Hopkins

	Name:	 	Michael Hopkins
	Title:	 	Vice President



  
 [Signature Page to Third
Supplemental Indenture]