Second Amended and Restated Assignment of Subleases and Rents



 Exhibit 10.57 
 Recording requested by, and 
 when recorded return to: 
 Sheppard, Mullin, Richter & Hampton LLP 
 333 South Hope Street, 48th Floor 
 Los Angeles, California 90071 
 Attention: William M. Scott IV,
Esquire 
  

 SECOND
AMENDED AND RESTATED 
 ASSIGNMENT OF SUBLEASES AND RENTS 
 THIS SECOND AMENDED AND RESTATED ASSIGNMENT OF SUBLEASES AND RENTS (this “Assignment”) dated as of February 28, 2006 is made by ELDORADO
RESORTS LLC, a Nevada limited liability company, hereinafter referred to as “Assignor”, in favor of BANK OF AMERICA, N.A., as Administrative Agent for itself and for the Issuing Bank and the Banks from time to time party to that certain
Third Amended and Restated Loan Agreement of even date herewith between Assignor, Administrative Agent and the Banks (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Loan Agreement”). This
Assignment amends and restates, in its entirety, the Amended and Restated Assignment of Subleases and Rents dated as of June 29, 2001 by Assignor in favor of the Administrative Agent and the Banks party to the Existing Loan Agreement.

 RECITALS: 
 WHEREAS:

 A. In this Assignment all capitalized words and terms shall have the respective meanings and be construed herein as provided in
Section 1.1 of the Loan Agreement, and any reference to a provision of the Loan Agreement shall be deemed to incorporate that provision as a part hereof in the same manner and with the same effect as if the same were fully set forth herein.

 B. Pursuant to the Loan Agreement, the Banks have agreed, subject to the terms and conditions specified therein, to make Loans and to
issue Letters of Credit in an aggregate principal amount of $30,000,000. It is a condition of the Loans and the Letters of Credit that all leases, subleases and concession agreements relating to the Real Property as described in Exhibit
“A”, attached hereto (the “Real Property”), now existing, or which in the future may be entered into, be presently and irrevocably assigned to the Administrative Agent as additional security for the Loans and the Letters of
Credit and as additional security for the performance of all Obligations to be performed by Assignor pursuant to the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), together with all amendments, extensions,
modifications and additional advances made thereto or thereunder, upon the terms and conditions set forth below. All such leases, subleases and concession requirements whether presently existing or entered into in the future, are hereinafter
collectively referred to as the “Subleases”. 
 NOW, THEREFORE, in consideration of the Loans and the Letters of Credit under the
Loan Agreement, and for other valuable consideration, the receipt whereof is hereby acknowledged, the Assignor hereby irrevocably assigns to the Administrative Agent, for 

  

 -1- 








 
the ratable benefit of the Banks, the Issuing Bank, and any Affiliate of any Bank party to an Approved Swap Agreement, all of its right, title and interest
in and to the Subleases, as follows: 
 1. Assignor has granted, bargained, sold, assigned, transferred and set over and by these presents
does hereby grant, bargain, sell, transfer and set over unto the Administrative Agent, for the ratable benefit of the Banks, the Issuing Bank, and any Affiliate of any Bank party to an Approved Swap Agreement, and their respective successors and
assigns, all the rights, interests and privileges which Assignor has or may have in any Sublease which now, or may in the future pertain to or be used in connection with the Real Property together with all rents, issues and profits due and becoming
due thereunder, including the right henceforth to receive and collect all rents, income, revenues, issues and profits payable or receivable thereunder and without limiting the generality of the foregoing, the present and continuing right with full
power and authority, in its own name, or in the name of Assignor, or otherwise, to make claim for, enforce, perform, collect, receive, and receipt for any and all such rents, income, revenues, issues and profits, and to do any and all things which
Assignor may become entitled to do under the said Subleases, and the right to make all waivers and agreements, give all notices, consents and releases and other instruments and to do any and all other things whatsoever which Assignor may be or may
become entitled to do under the said Subleases. 
 2. The acceptance of this Assignment and the collection of rents or the payment or
performance under the Subleases hereby assigned shall not constitute a waiver of any rights of the Administrative Agent or the Banks under the terms of the Loan Agreement or any other Loan Document for the benefit of the Administrative Agent and the
Banks. 
 3. Assignor shall keep and perform the following with respect to the Subleases: 
 (a) Except as may be permitted in the Loan Agreement, Assignor will not further assign the Subleases or create or permit any lien, charge,
or encumbrance upon its interests in the Subleases; 
 (b) Assignor will not, without the prior written consent of the
Majority Banks, alter any material term of the Subleases or enter into any material modification or other agreement with respect to the Subleases or cancel any Sublease, in each case if such would have a Material Adverse Effect on the Assignor or
its business conducted at the Eldorado Hotel (the “Hotel/Casino Operation”) upon the Real Property other than any cancellation or termination caused by the default of the lessee thereunder; 
 (c) Assignor will not, without the prior written consent of the Majority Banks: 
 (i) Amend or modify any Subleases in any manner which could reasonably be expected to have a Material Adverse Effect upon the Hotel/Casino
Operation conducted upon the Real Property; 
 (ii) Waive any default under or breach of any Subleases except for any
waiver that will not result in any Material Adverse Effect on the Hotel/Casino Operation; or 
 (iii) Give any consent, waiver
or approval which would impair Assignor’s interest in any Sublease if such consent, waiver or approval would have a Material Adverse Effect on the Hotel/Casino Operation. 
  

 -2- 








 (d) Assignor will promptly notify the Administrative Agent of the occurrence of any
material default under the Subleases. 
 4. So long as no Event of Default exists under the Loan Agreement there is reserved to Assignor a
license to collect the Sublease rents as they become due, but not prior to accrual, and to retain, use and enjoy the same. Upon the occurrence of an Event of Default under the Loan Agreement, such license granted to Assignor shall be immediately
revoked without further demand or notice and the Administrative Agent is hereby empowered and this assignment shall constitute a direction to and full authority to each lessee and each guarantor of any Sublease, to pay all rents and profits to the
Administrative Agent for the ratable benefit of the Banks, the Issuing Bank, and any Affiliate of any Bank party to an Approved Swap Agreement, without proof of the default relied upon. 
 5. The Administrative Agent and the Banks shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Assignor
under the Subleases, and Assignor hereby agrees to indemnify the Administrative Agent and the Banks for, and to save them harmless from, any and all liability arising from the Subleases, or from this Assignment, and this Assignment shall not place
responsibility for the control, care, management or repair of the property which is the subject of the Subleases upon the Administrative Agent or the Banks, or make the Administrative Agent or the Banks responsible or liable for any negligence in
the management, operation, upkeep, repair or control of the property, which is the subject of the Subleases, resulting in loss or injury or death to any tenant, guest, licensee, employee or stranger. 
 6. Except as otherwise permitted in the Loan Agreement, Assignor agrees that this Assignment and the designation and directions herein set forth are
irrevocable and that it will not, while this Assignment, or such designation and directions are in effect or thereafter so long as the Loans or any Letters of Credit shall be outstanding, make any other assignment, designation or direction
inconsistent herewith, and that any assignment, designation or direction inconsistent herewith shall be void. Assignor will from time to time, upon the request of Majority Banks, execute all instruments of further assurance and all such supplemental
instruments as Majority Banks may specify. 
 7. No action or inaction on the part of the Administrative Agent or the Banks shall constitute
an assumption on the part of the Administrative Agent or the Banks of any obligations or duties under the Subleases. No action or inaction on the part of Assignor shall adversely affect or limit in any way the rights of the Administrative Agent or
the Banks under this Assignment or, through this Assignment, under the Subleases. 
 8. Except as otherwise permitted in the Loan Agreement,
Assignor covenants and represents that it has the full right and title to assign the Subleases, and the rents, income and profits due or to become due thereunder; that no other assignments of its interests in the Subleases has been made; that the
Subleases are in full force and effect and have not been modified; that no notice of termination of the Subleases has been served on it, and that there are presently no defaults existing under any of the Subleases. 
 9. Violation of any of the covenants, representations and provisions contained herein by Assignor shall, upon the passage of any applicable notice and
cure period, be deemed an Event of Default under the terms of the Loan Agreement. 
 10. The full performance of the terms contained in the
Loan Agreement and the duly recorded reconveyance of the Deed of Trust shall render this Assignment void. Upon such reconveyance, the Administrative Agent, at the request and the expense of Assignor, will deliver either an instrument cancelling this
Assignment or assigning the rights of the Administrative Agent hereunder, as Assignor shall direct. 
  

 -3- 








 11. Assignor and the Administrative Agent and the Banks intend that this Assignment shall be a present,
absolute and unconditional assignment and shall, immediately upon execution, subject to the license granted above, give the Administrative Agent the right to collect the rents and profits and to apply them in payment of the principal and interest
and all other sums payable under the Loan Documents. Nothing contained herein, nor any collection of rents and profits by the Administrative Agent or the Banks or by a receiver, shall be construed to make the Administrative Agent or the Banks a
“mortgagee-in-possession” of the subleased property so long as the Administrative Agent and the Banks have not themselves entered into actual possession of the subleased property. 
 12. This Assignment applies to and binds the parties hereto and their respective heirs, administrators, executors successors and assigns. This Assignment
may not be modified or terminated orally. 
 13. Nothing contained in this Assignment and no act done or omitted by the Administrative Agent
or the Banks pursuant to its terms shall be deemed a waiver by the Administrative Agent or the Banks of any rights or remedies under the Loan Documents, and this Assignment is made and accepted without prejudice to any rights or remedies possessed
by the Administrative Agent and the Banks under the terms of the Loan Documents. The right of the Administrative Agent and the Banks to collect the secured principal, interest, and other Indebtedness, and to enforce any other security may be
exercised by the Administrative Agent prior to, simultaneous with, or subsequent to any action taken under this Assignment. 
 14. This
Assignment may not be changed or terminated except by an agreement in writing signed by the party or parties against whom enforcement of the change is sought. This Assignment shall be governed and construed in accordance with the laws of the State
of Nevada and if any action is taken to enforce the terms of this Assignment such action shall be commenced and maintained within the State of Nevada. 
 [Signature Page Follows] 
  

 -4- 








 IN WITNESS WHEREOF, the parties have executed the foregoing instrument on the day and year first above
written. 
  

					
	ASSIGNOR:
	
	 ELDORADO RESORTS LLC,
 a Nevada limited
liability company

		
	By:	 	/s/ Donald L. Carano
		 	Donald L. Carano, Chief Executive Officer, President and Presiding Manager
		
	By:	 	 Recreational Enterprises, Inc.,
 a Nevada
corporation
 Its: Assistant Presiding Manager

			
		 	By:	 	/s/ Gary L. Carano
		 		 	Gary L. Carano, Vice President


  

			
	ADMINISTRATIVE AGENT:
	
	 BANK OF AMERICA, N.A.,
 as Administrative
Agent

		
	By:	 	/s/ Chris M. Levine
	Name:	 	Chris M. Levine
	Title:	 	Assistant Vice President


  

 -5- 









					
	 STATE OF NEVADA                                  
                          
	 	)	 	
	)	 	ss.	 	
	 COUNTY OF WASHOE                                  
                      
	 	)	 	

 On February 2, 2006, personally appeared before me, a Notary Public, Gary L. Carano, personally
known (or proved) to me to be the person whose name is subscribed to the above instrument who acknowledged that           he executed the instrument. 
  

	
	
	/s/ Kerri LaFerriere
	Notary Public


  

					
	 STATE OF CALIFORNIA                                 
                   
	 	)	 	
	)	 	ss.	 	
	 COUNTY OF SONOMA                                  
                    
	 	)	 	

 On February 6, 2006, personally appeared before me, a Notary Public, Donald L. Carano, personally
known (or proved) to me to be the person whose name is subscribed to the above instrument who acknowledged that           he executed the instrument. 
  

	
	
	/s/ Deborah Westrick
	Notary Public


  

					
	 STATE OF TEXAS                                  
                              
	 	)	 	
	)	 	ss.	 	
	 COUNTY OF DALLAS                                  
                      
	 	)	 	

 On Feb. 3, 2006, personally appeared before me, a Notary Public, Chris M. Levine, personally known
(or proved) to me to be the person whose name is subscribed to the above instrument who acknowledged that           he executed the instrument. 
  

	
	
	/s/ Patricia A. Tomek
	Notary Public


  

 -6- 








 Exhibit A 
 Real Property Description 
 [See Attached] 
  

 -7- 








 DESCRIPTION 
 All that certain lot, piece or parcel of land situate in the County of Washoe, State of Nevada, described as follows: 
 PARCEL 1: (Parking
Structure) 
 The Southerly 10.34 feet of Lot 10 and all of Lots 11, 12, 19, 20, 21, 22, 23 and 24 in Block F of original Town, now City of Reno,
according to the map thereof filed in the office of the County Recorder of Washoe County, State of Nevada on June 27, 1871. 
 EXCEPTING THEREFROM the
following described parcel conveyed by deed-recorded in Book 110 of Deeds, Page 180, records of Washoe County, Nevada: 
 BEGINNING at a point 39.66 feet
South of the Northeast corner of Lot 10 in Block F, Original Reno Townsite; thence West along a line parallel to the North side line of said Lot 10, 140 feet; thence South .2 feet along the West end line of Lot 10; thence East 140 feet to a point
40.06 feet South of the Northeast corner of Lot 10; thence North .4 feet to the point of beginning; said fraction being contained in Lot 10, Block F, Original Reno Townsite. 
 TOGETHER WITH that portion of that certain East-West alley, situate in Block F of the Town, now City of Reno, according to the map thereof, filed in the office of the County Recorder of Washoe County, State of Nevada,
on August 1, 1868, described as follows: 
 Beginning at the Northeast comer of Lot 24, in said Block F; 
 Thence in a Westerly direction along the Northerly boundary of Lots 24, 23, 22, 21, 20 and 19 in said Block F, 140.00 feet; 
 Thence in a Northerly direction to the Southwest corner of Lot 12, in said Block F; 
 Thence along the Southerly Boundary of said Lot 12 in an Easterly direction, 140.00 feet to the Southeast corner of said Lot 12; 
 Thence in a
Southerly direction to the Northeast corner of said Lot 24, Block F, the True Point of Beginning; 
 As abandoned by Order of Abandonment recorded
February 27, 1991 in Book 3427, Page 72 as Document No. 1549560 of Official Records. 
 PARCEL 2: (Hotel) 
 Lots 5, 6, 7 and 8 in Block G of original Town, now City of Reno, according to the map thereof filed in the office of the County Recorder of Washoe County, State of
Nevada on June 27,1871. 
 TOGETHER WITH the Easterly 1/2 of the North-South alley running through Block G of original Town, now City of Reno, and being
bounded on the North by the Southerly line of West Fourth Street and on the South by the Southerly line of Lot 8 extended 








 
Westerly in Block G of original Town, now City of Reno, according to the map thereof; filed in the office of the County Recorder of Washoe County, State of
Nevada on June 27,1871, as abandoned by Orders of Abandonment recorded May 23, 1978 in Book 1246, Page 184 as Document No. 533771 and March 18, 1988 in Book 2706, Page 637 as Document No. 1233311 of Official Records.

 PARCEL 3: (Hotel) 
 Lots 1, 2, 3, 4, 9, 10, 11, 12, 13,
14, 15, 16, 17, 18,19 and 20 in Block G of original Town, now City of Reno, according to the map thereof filed in the office of the County Recorder of Washoe County, State of Nevada on June 27, 1871. 
 TAR WITH that certain East-West alley running through Block G of oriel Town; now City of Reno, and being bounded on the East by North Virginia Street and bounded on the
West by North Sierra Street, and also the Westerly 1/2 of the North-South alley running through Block G of original Town, now City of Reno, and being bounded on the North by the Southerly line of West Fourth Street and bounded on the South by the
Southerly line of Lot 1 extended Easterly, in Block G of original Town, now City of Rena, according to the map thereof filed in the office of the County Recorder of Washoe County, State of Nevada on June 27,1871, now abandoned by Orders of
Abandonment recorded May 23,1978 in Book 1246, Page 184 as Document No. 533771, and February 1, 1985 in Book, 2126, Page 264 as Document No. 977018, and March 18, 1988 in Book 2706, Page 637 as Document No. 1233311, all of
Official Records. 
 PARCEL 4: 
 A portion of U.S. Highway
40 (also known as West Fourth Street) lying Northerly of and adjacent to the Northerly line of Block G of original Town, now City of Reno, according to the map thereof, filed in the office of the County Recorder of Washoe County, State of Nevada on
June 27,1871, and as further described in the Multi-Use Lease, recorded October 3, 1978 in Book 1314, Page 418 as Document No. 561788 of Official Records, for the purpose of construction of footings that are necessary structural
components for the ELDORADO HOTEL-CASINO addition. 
 PARCEL 5: (P1aza Parcel) 
 Parcel 1 of Parcel Map No. 2690 filed In the office of the County Recorder of Washoe County; State of Nevada, on March 18, 1993, as File No. 1656128. 
 EXCEPTING THEREFROM any portion thereof, lying within North Virginia Street and North Sierra Street. 
 ALSO EXCEPTING THEREFROM that portion conveyed to the City of Reno by “Deed of Dedication” recorded October 8,1997 in Book 5008, Page 578, as Document No. 2143016 of Official Records. 

ALSO EXCEPTING THEREFROM all minerals and mineral rights as reserved in a Deed recorded September 30, 1988, in Book 2806, Page 950, is Document No. 1278084
of Official Records. 







 PARCEL 6: (Bridge Easement) 
 Together with the reciprocal easement rights, as contained in that certain Bridge Easement dated May 25, 1995 by and between CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership and CIRCUS CIRCUS CASINO, INC, a Nevada
corporation and ELDORADO HOTEL ASSOCIATES LIMITED PARTNERSHIP, a Nevada limited partnership, recorded May 31, 1995 in Book 4312, Page 779 as Document No. 1897108, Official Records. 
 PARCEL 7: (Portion of Fourth Street) 
 That portion of Fourth Street
described in abandonment recorded November 28, 1994 in Book 4198, Page 907 as Document No.1852011, and re-recorded February. 21, 1995 in Book 4249, Page 372 as Document No.1872458 .of Official Records, and more particularly described as
follows: 
 Beginning at the Southeast corner of Block “B”, Reno Townsite as shown on Record-of-Survey 2665, 
 thence South 23°13’05” West, 94.58’ to. the True Point of Beginning, 
 thence South 13°48’48” East, 4.50 feet, to a point an the Southerly right-of-way of Fourth Street, 
 thence
along said right-of-way South 76°11’12” West, 60.00 feet 
 thence North 13°48’48” West, 4.50 feet 
 thence North 76°11’12” East, 60.00 feet to the True Point of Beginning. 
 PARCEL 8: 
 That portion of Lot 3 in Block F of ORIGINAL TOWN, NOW CITY OF RENO, according to the map thereof, filed
in the office of the County Recorder of Washoe County, State of Nevada, on June 27, 1871, described as follows: 
 COMMENCING at a point on the West line of the alley running Northerly and Southerly through said Block F, 6 feet Northerly oldie Southeast corner of said Lot 3 in Block F of. said town, now City of Reno; thence
Northerly along the East line of said Lot 3, a distance of 32  1/2 feet; thence at a right angle Westerly, a distance of 44  1/2 feet; thence at a right angle Southerly, a distance of 32  1/2 feet; thence at a right angle Easterly, a distance of 44  1/2 feet to the
Point of Beginning. 
 The above described premises being the Easterly portion of Lot 3 in Block F of ORIGINAL TOWN, NOW CITY OF
RENO, according to the map above mentioned. 
 PARCEL 9: 
 Lot 6 in Block F of original Town, now City of Rena, according to the map thereof filed in the office of the County Recorder of Washoe County, State of Nevada on June 27, 1871. 







 PARCEL 10: 
 Lots 7,
8, 9, the Northerly 39.66 feet of Lot 10 and that portion of Lot 10 in Block F or original Town; now City of Reno, according to the map thereof filed in the office of the County Recorder of Washoe County, State of Nevada on. June 27,1871,
described as follows: 
 BEGINNING at a point 39.66 feet South of the Northeast corner of Lot 10 in Block F, Original Reno Townsite; thence West along a line
parallel to the North side line of said Lot 10, 140 feet; thence South .2 feet along the West end line of Lot 10; thence East 140 feet to a point 40.06 feet South of the Northeast corner of Lot 10; thence North .4 feet to the point of beginning;
said fraction being contained in Lot 10, Block F, Original Reno Townsite.