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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period  to

Commission File No. 0-52734





NGA HOLDCO, LLC

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 20-8349236                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

22 Waterway Avenue, Suite 150

The Woodlands, TX 77380

(Address of principal executive offices)

Telephone: (713) 559-7400

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x









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NGA HOLDCO, LLC

FORM 10-Q

INDEX



|                              |  |                                                                                                       |    |          |    | 
|----------------------------- |  | ----------------------------------------------------------------------------------------------------- | -- | -------- | -- | 
|                              |  |                                                                                                       |    | Page No. |   
|                              | 
|PART I. FINANCIAL INFORMATION |  |                                                                                                       |    |         
|                              |  |                                                                                                      
|Item 1.                       |  | Financial Statements (Unaudited):                                                                     |    |          | 1  | 
|                              |  |                                                                                                      
|                              |  | Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009                            |    |          | 1  | 
|                              |  |                                                                                                      
|                              |  | Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2010 and 2009 |    |          | 2  | 
|                              |  |                                                                                                      
|                              |  | Consolidated Statement of Changes in Members Equity for the Nine Months Ended September 30, 2010     |    |          | 3  | 
|                              |  |                                                                                                      
|                              |  | Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009           |    |          | 4  | 
|                              |  |                                                                                                      
|                              |  | Notes to Condensed Consolidated Financial Statements                                                  |    |          | 5  | 
|                              |  |                                                                                                      
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                 |    |          | 11 | 
|                              |  |                                                                                                      
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                            |    |          | 12 | 
|                              |  |                                                                                                      
|Item 4.                       |  | Controls and Procedures                                                                               |    |          | 13 | 
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                       |    |         
|                              |  |                                                                                                      
|Item 6.                       |  | Exhibits                                                                                              |    |          | 13 | 
|                              | 
|SIGNATURES                    |  |                                                                                                       | 14 |         



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PART I

FINANCIAL INFORMATION



|Item 1. | Financial Statements (Unaudited).
|------- | ---------------------------------

NGA HOLDCO, LLC

CONSOLIDATED BALANCE SHEETS

September 30, 2010 and December 31, 2009 (unaudited)



|                                                   |  |                    |            |   |                   |   |            |  
|-------------------------------------------------- |  | ------------------ | ---------- | - | ----------------- | - | ---------- | -
|                                                   |  | September 30, 2010 |            |   | December 31, 2009 |  
|ASSETS                                             |  |                    |            |   |                   |   |            |  
|Current Assets:                                    |  |                    |            |   |                   |   |            |  
|Cash and cash equivalents                          |  | $                  | 473,251    |   |                   | $ | 473,093    |  
|Federal tax asset                                  |  |                    | 25,000     |   |                   |   | 25,000     |  
|                                                   |  |                    |            |   |                   |   |            |  
|Total current assets                               |  |                    | 498,251    |   |                   |   | 498,093    |  
|Investment in Eldorado                             |  |                    | 29,038,067 |   |                   |   | 29,328,577 |  
|Due from related party                             |  |                    | 5,179,772  |   |                   |   | 5,179,772  |  
|                                                   |  |                    |            |   |                   |   |            |  
|Total Assets                                       |  | $                  | 34,716,090 |   |                   | $ | 35,006,442 |  
|                                                   |  |                    |            |   |                   |   |            |  
|LIABILITIES AND MEMBERS EQUITY                    |  |                    |            |   |                   |   |            |  
|Current Liabilities:                               |  |                    |            |   |                   |   |            |  
|Accounts payable and accrued liabilities           |  | $                  | 125,000    |   |                   | $ | 28,815     |  
|                                                   |  |                    |            |   |                   |   |            |  
|Total current liabilities                          |  |                    | 125,000    |   |                   |   | 28,815     |  
|Due to related party                               |  |                    | 2,361,030  |   |                   |   | 1,958,636  |  
|                                                   |  |                    |            |   |                   |   |            |  
|Total Liabilities                                  |  |                    | 2,486,030  |   |                   |   | 1,987,451  |  
|                                                   |  |                    |            |   |                   |   |            |  
|Members Equity:                                   |  |                    |            |   |                   |   |            |  
|Class A unit (1 Unit issued and outstanding)       |  |                    | 3,806      |   |                   |   | 3,806      |  
|Class B units (9,999 Units issued and outstanding) |  |                    | 36,322,652 |   |                   |   | 36,322,652 |  
|Accumulated deficit                                |  |                    | (4,096,398 | ) |                   |   | (3,307,467 | )
|                                                   |  |                    |            |   |                   |   |            |  
|Total Members equity                              |  |                    | 32,230,060 |   |                   |   | 33,018,991 |  
|                                                   |  |                    |            |   |                   |   |            |  
|Total Liabilities & Members equity                |  | $                  | 34,716,090 |   |                   | $ | 35,006,442 |  
|                                                   |  |                    |            |   |                   |   |            |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



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NGA HOLDCO, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

Quarters and Nine Months Ended
September 30, 2010 and 2009 (unaudited)



|                                      |  |                                  |          |   |                                 |   |          |      |  |   |          |   |  |   |          |  
|------------------------------------- |  | -------------------------------- | -------- | - | ------------------------------- | - | -------- | ---- |  | - | -------- | - |  | - | -------- | -
|                                      |  | Three MonthsEnded 
September 30, |          |   | Nine MonthsEnded 
September 30, |  
|                                      |  | 2010                             |          |   | 2009                            |   |          | 2010 |  |   | 2009     |  
|Income (Loss):                        |  |                                  |          |   |                                 |   |          |      |  |   |          |   |  |   |          |  
|Equity income (loss) on Eldorado      |  | $                                | 124,687  |   |                                 | $ | (166,627 | )    |  | $ | (290,510 | ) |  | $ | 387,688  |  
|                                      |  |                                  |          |   |                                 |   |          |      |  |   |          |   |  |   |          |  
|Total income (loss)                   |  |                                  | 124,687  |   |                                 |   | (166,627 | )    |  |   | (290,510 | ) |  |   | 387,688  |  
|Expenses:                             |  |                                  |          |   |                                 |   |          |      |  |   |          |   |  |   |          |  
|Legal, licensing, and other expenses  |  |                                  | 292,003  |   |                                 |   | 29,774   |      |  |   | 498,421  |   |  |   | 205,388  |  
|                                      |  |                                  |          |   |                                 |   |          |      |  |   |          |   |  |   |          |  
|Net (loss) income before income taxes |  |                                  | (167,316 | ) |                                 |   | (196,401 | )    |  |   | (788,931 | ) |  |   | 182,300  |  
|Income tax expense                    |  |                                  |         |   |                                 |   | 4,880    |      |  |   |         |   |  |   | (152,589 | )
|                                      |  |                                  |          |   |                                 |   |          |      |  |   |          |   |  |   |          |  
|Net (loss) income                     |  | $                                | (167,316 | ) |                                 | $ | (191,521 | )    |  | $ | (788,931 | ) |  | $ | 29,711   |  
|                                      |  |                                  |          |   |                                 |   |          |      |  |   |          |   |  |   |          |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



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NGA HOLDCO, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS EQUITY

Nine Months
Ended September 30, 2010 (unaudited)



|                            |  |             |       |  |              |   |            |                    |  |   |                     |   |  |   |            |  
|--------------------------- |  | ----------- | ----- |  | ------------ | - | ---------- | ------------------ |  | - | ------------------- | - |  | - | ---------- | -
|                            |  | Class AUnit |       |  | Class BUnits |   |            | AccumulatedDeficit |  |   | TotalMembersEquity |  
|Balance, December 31, 2009  |  | $           | 3,806 |  |              | $ | 36,322,652 |                    |  | $ | (3,307,467          | ) |  | $ | 33,018,991 |  
|Net loss                    |  |             |      |  |              |   |           |                    |  |   | (788,931            | ) |  |   | (788,931   | )
|                            |  |             |       |  |              |   |            |                    |  |   |                     |   |  |   |            |  
|Balance, September 30, 2010 |  | $           | 3,806 |  |              | $ | 36,322,652 |                    |  | $ | (4,096,398          | ) |  | $ | 32,230,060 |  
|                            |  |             |       |  |              |   |            |                    |  |   |                     |   |  |   |            |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



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NGA HOLDCO, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
September 30, 2010 and 2009 (unaudited)



|                                                                                         |  |                                 |          |   |      |   |          |  
|---------------------------------------------------------------------------------------- |  | ------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                         |  | Nine MonthsEnded 
September 30, |         
|                                                                                         |  | 2010                            |          |   | 2009 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |  |                                 |          |   |      |   |          |  
|Net (loss) income                                                                        |  | $                               | (788,931 | ) |      | $ | 29,711   |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                                 |          |   |      |   |          |  
|Equity loss (income) on Eldorado                                                         |  |                                 | 290,510  |   |      |   | (387,688 | )
|Decrease in federal tax asset                                                            |  |                                 |         |   |      |   | 152,589  |  
|Increase (decrease) in accounts payable and accrued liabilities                          |  |                                 | 96,185   |   |      |   | (22,225  | )
|Increase in due to related parties                                                       |  |                                 | 402,394  |   |      |   | 227,729  |  
|                                                                                         |  |                                 |          |   |      |   |          |  
|                                                                                         |  |                                
|Net cash provided by operating activities:                                               |  | $                               | 158      |   |      | $ | 116      |  
|                                                                                         |  |                                 |          |   |      |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |  |                                 |          |   |      |   |          |  
|Net cash provided by investing activities:                                               |  | $                               |         |   |      | $ |         |  
|                                                                                         |  |                                 |          |   |      |   |          |  
|                                                                                         |  |                                
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |  |                                 |          |   |      |   |          |  
|Net cash provided by financing activities:                                               |  | $                               |         |   |      | $ |         |  
|                                                                                         |  |                                 |          |   |      |   |          |  
|Net increase in cash                                                                     |  | $                               | 158      |   |      | $ | 116      |  
|                                                                                         |  |                                 |          |   |      |   |          |  
|Cash at beginning of the period                                                          |  | $                               | 473,093  |   |      | $ | 262,938  |  
|                                                                                         |  |                                 |          |   |      |   |          |  
|Cash at end of the period                                                                |  | $                               | 473,251  |   |      | $ | 263,054  |  
|                                                                                         |  |                                 |          |   |      |   |          |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



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NGA HoldCo, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Organization

NGA HoldCo, LLC, a Nevada limited liability company (the Company), was formed on January 8, 2007 at the
direction of Newport Global Opportunities Fund LP (Newport), a Delaware limited partnership, for the purpose of holding equity, either directly or indirectly through affiliates, in one or more entities related to the gaming industry. The
unaudited condensed consolidated financial statements represent the financial position and results of operations of the Company and its two wholly owned subsidiaries; NGA Blocker, LLC (Blocker) and NGA Acquisition Co. LLC
(Acquisition Co).

On December 14, 2007, the date of the closing of its acquisition of a 17.0359% interest in
Eldorado Resorts, LLC, a Nevada limited liability company (Resorts), the Company transferred in part to Resorts and in part to Donald L. Carano (Carano), respectively, free and clear of any liens, ownership of a total of
$38,045,363 original principal amount of First Mortgage Bonds due 2012, co-issued by Eldorado Casino Shreveport Joint Venture (the Louisiana Partnership) and Shreveport Capital Corporation, a wholly owned subsidiary of the Louisiana
Partnership (the New Shreveport Notes), together with 11,000 preferred shares issued by Shreveport Gaming Holdings, Inc. (SGH), then a partner of the Louisiana Partnership that is not affiliated with Resorts or the Company,
in exchange for a 17.0359% interest in Resorts. In May 2007, Newport contributed 100% of the New Shreveport Notes held by Newport since August 2006 and 11% of the preferred shares held since August 2006 (collectively, the Eldorado Shreveport
Investments) to the Company. The Eldorado Shreveport Investments were transferred to the Company at the fair value as of the transfer date.

Effective April 1, 2009, Resorts became a wholly-owned subsidiary of Eldorado HoldCo LLC, a Nevada limited liability company (Eldorado), when all of the members of Resorts, including
Acquisition Co., the subsidiary of the Company through which the Company held its interest in Resorts, exchanged their interests in Resorts for identical interests in Eldorado. Eldorado, which was formed to be a holding company for Resorts, conducts
no operations of its own and, other than its ownership of Resorts, has no assets or liabilities.

The Company has had no
revenue generating business since inception. Its current business plan consists primarily of its holding of a 17.0359% equity interest in Eldorado. For information concerning the possible acquisition of an interest in another gaming company, see
Note 6 below. Eldorado, through Resorts, owns and operates the Eldorado Hotel and Casino (the Eldorado-Reno) located in Reno, Nevada. Through two wholly owned subsidiaries, Resorts owns all of the partnership interests of the Louisiana
Partnership, and operates, pursuant to a management agreement, the Eldorado Shreveport Hotel and Casino in Shreveport, Louisiana (the Eldorado-Shreveport), which is owned by the Louisiana Partnership. Eldorado Limited Liability Company
(ELLC), a Nevada limited liability company 96.1858% owned by Resorts, is a 50% joint venture partner in a general partnership that owns and operates the Silver Legacy Resort Casino (Silver Legacy), a hotel and casino property
adjacent to Eldorado-Reno. Resorts also own a 21.25% interest in Tamarack Junction, a small casino in South Reno.

The
Companys one issued and outstanding Class A Unit, representing all of its voting equity, is held by NGA VoteCo, LLC, a Nevada limited liability company (VoteCo). All of the Companys issued and outstanding Class B Units,
representing all of its non-voting equity, are held by NGA No VoteCo, LLC, a Nevada limited liability company (InvestCo). VoteCo is owned by Thomas R. Reeg, Timothy T. Janszen and Ryan L. Langdon, each of whom owns a 30% interest, and
Roger A. May, who owns a 10% interest. Messrs. Reeg, Janszen, Langdon and May collectively are referred to as the VoteCo Equityholders. InvestCo is owned by Newport, formed primarily for the purpose of seeking long-term capital
appreciation and current income by acquiring, holding and disposing of investments made in distressed debt securities and equities. Newport holds all of InvestCos issued and outstanding voting securities. At present, the Company has no plans
to issue any additional Class A Units or Class B Units.

The VoteCo Equityholders, through VoteCo, control all matters of
the Company that are subject to the vote of members, including the appointment and removal of managers. Messrs. Reeg, Janszen, Langdon and May are the Companys managers and Mr. Reeg is also the Companys operating manager. The Class
B Units issued to InvestCo allow it and its investors to invest in the Company without having any voting power or power to control the operations or affairs of the Company, except as otherwise required by law. If InvestCo and its investors had any
of the power to control the operations or affairs of the Company afforded to the holders of the Class A Units, they and their respective constituent equityholders would generally be required, in connection with the Companys investment in
Eldorado, to be licensed or found suitable under the gaming laws and regulations of the States of Nevada and Louisiana as well as various local regulations in those states.

VoteCo, InvestCo, the Company and each of the Companys wholly owned subsidiaries are managed by Thomas R. Reeg, the operating manager of each entity. NGA Blocker, LLC, a Nevada limited liability
company (Blocker), is a holding company that has elected to be taxed as a corporation. Because Blocker is a separately taxed, non-flow through entity, Blocker is taxed on its share of the income relating to the Companys investment
in Eldorado rather than the Companys investors.



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NGA HoldCo, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)





The Companys
acquisition in December 2007 of a 17.0359% interest in Resorts was pursuant to the terms and conditions of a Purchase Agreement, dated July 20, 2007 (the Purchase Agreement). The parties to the Purchase Agreement were Resorts,
AcquisitionCo, which is the subsidiary through which the Company acquired its interest in Resorts, and Carano, now the presiding member of Eldorados Board of Managers and the Chief Executive Officer of Eldorado who then held the same positions
with Resorts, from whom a portion of the 17.0359% interest was acquired. The closing of this transaction occurred on December 14, 2007 (Closing) after necessary gaming licenses and approvals were obtained from Nevada and Louisiana,
respectively. The Company owns indirectly through its subsidiaries 17.0359% of Eldorado, and Carano or members of his family own directly or indirectly approximately 51% of Eldorado. Carano continues in the roles in the management of Eldorado and
Resorts in which he served Resorts prior to Closing.

The 17.0359% equity interest in Resorts acquired by the Company included
a new 14.47% membership interest acquired directly from Resorts (the 14.47% Interest) and a previously outstanding 3% membership interest (that, as a result of the issuance of the 14.47% Interest, was reduced to a 2.5659% interest)
acquired from Carano (the 2.5659% Interest). In consideration for its equity interest, AcquisitionCo:



| |  |  | transferred to Resorts, free and clear of any liens, ownership of $31,133,250 original principal amount of the New Shreveport Notes together with the
right to all interest paid with respect thereto after the closing date, and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | transferred to Carano, free and clear of any liens, $6,912,113 original principal amount of New Shreveport Notes together with the right to all
interest paid with respect thereto after the closing date and a preferred stock equity interest representing a capital contribution amount of $286,889 issued by SGH.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At closing, Resorts and Carano paid Newport in cash the respective amounts owed to AcquisitionCo for interest on the respective amounts
of New Shreveport Notes received at closing that was accrued and unpaid through the date of closing.

Under the terms of the
Purchase Agreement, Resorts was entitled, prior to or immediately following the Companys acquisition of its interest in Resorts, to make a distribution to the members of Resorts other than AcquisitionCo of up to $10 million. On July 25,
2007 Resorts made the $10 million distribution, which was funded through borrowings under Resorts credit facility as permitted by the Purchase Agreement, to its members.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company prepares its financial statements on the accrual basis of accounting in conformity with accounting principles generally
accepted in the United States of America (U.S. GAAP).

The unaudited consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries, Blocker and AcquisitionCo. All intercompany transactions have been eliminated in consolidation.

In the opinion of Management, the accompanying unaudited consolidated financial statements contain all adjustments, all of which are normal and recurring, necessary to present fairly the financial
position of the Company as of September 30, 2010 and December 31, 2009, and the results of its operations for the three and nine months ended September 30, 2010 and 2009, and its cash flows for the nine months ended September 30, 2010 and 2009.
The results of operations for such periods are not necessarily indicative of the results to be expected for a full year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted
accounting principles in the United States of America have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys
Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on April 14, 2010.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid instruments purchased with an original maturity of three months or less at the time of purchase. Cash equivalents are stated at cost plus accrued
interest, which approximates fair value.

Investment in Eldorado

The Company accounts for its 17.0359% investment in Eldorado using the equity method of accounting. The
Company considers on a quarterly basis whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that the recorded value may not be recoverable. If the
Company considers any such decline to be other than temporary, then a write-down would be recorded to estimated fair value. Evidence of a loss in value that may be other than temporary might include, but would not necessarily be limited to, absence
of an ability to recover the carrying amount of the Companys investment or the inability of Eldorado to sustain an earnings capacity that would justify the carrying amount of the investment. In evaluating whether the loss in value is other
than temporary, the Company considers: 1) the length of time and the extent to which the fair value has been less than cost; 2) the financial condition and near-term prospects of Eldorado, including any specific events which may influence the
operations of Eldorado; 3) the Companys intent and ability to retain its investment in Eldorado for a period of time sufficient to allow for any anticipated recovery in fair value; 4) the condition and trend of the economic cycle; 5)
Eldorados financial performance and projections; 6) trends in the general market; and 7) Eldorados capital strength and liquidity.

In determining whether the fair value of the investment in Eldorado is less than its carrying value, the Company uses a discounted cash flow model as its principal technique. The Companys model
incorporates an estimated weighted-average cost of capital that a market participant would use in evaluating the investment in a purchase transaction. The estimated weighted-average cost of capital is based on the risk free interest rate and other
factors such as current risk premiums. The Company uses the discounted cash flow model as it provides greater detail and opportunity to reflect specific facts, circumstances and economic conditions for its investment. Comparable business
transactions are often limited in number, the information can be dated, and often require significant adjustments due to differences in the size of the business, markets served and other factors. The Company therefore believes that in its



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NGA HoldCo, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)



circumstance, this makes comparisons to business transactions less reliable than the discounted cash flows model. However, the Company does consider comparable business transactions as a
reasonableness test of our principal technique.

In performing this impairment test, the Company takes steps to ensure that
appropriate and reasonable cash flow projections and assumptions are used. The Company also performs sensitivity analyses on the key assumptions used, including the weighted-average cost of capital.

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts payable and accrued liabilities approximates their carrying value due to the immediate or short term maturity of these financial instruments.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued Fair Value Measurements and Disclosure (Topic 820) which clarified the disclosure
requirements of existing U.S. GAAP related to fair value measurements. This standard requires additional disclosures about recurring and non-recurring fair value measurements as follows: (1) for transfers in and out of Level 1 and Level 2 fair
value measurements, as those terms are currently defined in existing authoritative literature, a reporting entity is required to disclose the amount of the movement between levels and an explanation for the movement; (2) for activity at Level
3, primarily fair value measurements based on unobservable inputs, a reporting entity is required to present separately information about purchases, sales, issuances and settlements, as opposed to presenting such transactions on a net basis;
(3) in the event of a disaggregation, a reporting entity is required to provide fair value measurement disclosure for each class of assets and liabilities; and (4) a reporting entity is required to provide disclosures about the valuation
techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements for items that fall in either Level 2 or Level 3. These disclosure requirements are effective for interim and annual reporting periods
beginning after December 15, 2009, except for disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements for which disclosure becomes effective for fiscal years beginning
after December 15, 2010, and for interim periods within those fiscal years. This standard did not impact our financial position, results of operations and cash flows as of and for the quarter ended September 30, 2010.

In addition, certain amendments to Accounting Standards Codification (ASC) Topic 810 Consolidation became
effective for us beginning January 1, 2010. Such amendments include changes to the quantitative approach to determine the primary beneficiary of a variable interest entity (VIE). An enterprise must determine if its variable interest
or interests give it a controlling financial interest in a VIE by evaluating whether 1) the enterprise has the power to direct activities of the VIE that have a significant effect on economic performance, and 2) the enterprise has an
obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The amendments to ASC 810 also require ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE.
The adoption of these amendments did not have a material effect on the Companys consolidated financial statements as of September 30, 2010.

3. Membership Units and Related Rights

The Companys Operating
Agreement has created two classes of membership units, the Class A Units and the Class B Units. VoteCo holds one Class A Unit of the Company, representing the Companys only outstanding voting equity. InvestCo holds 9,999



7



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##### Table of Contents

NGA HoldCo, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)



Class B Units of the Company representing all of the Companys outstanding non-voting equity. With the exception of voting rights, the rights of a Class A Unit and a Class B Unit are
identical.

Each of the Companys membership units, both Class A and Class B, represent a percentage interest in the
Company equal to the quotient determined by dividing one by the aggregate number of units, both Class A and Class B, held by all members as of the date of the determination. The economic rights, risks and rewards are all shared by the members
ratably according to their respective percentage interests.

Distributions

Subject to all applicable gaming approvals, distributions by the Company will be to its members at such times and in such amounts as
approved by the Operating Manager in good faith in accordance with the provisions of the Companys operating agreement and, if and when made, will be distributed by the Company to its members in proportion to their respective percentage
interests in the Company. There is no formal agreement between Newport and the Company regarding the settlement of the due to/from related parties; however, such amounts are expected to be settled upon sale of the Companys investment in
Eldorado.

Restrictions on Transfer

Unless approved in advance by the Operating Manager and by applicable gaming authorities, no member of the Company may transfer all or any portion of its membership units. In addition, transfers or
issuances of any membership units to any person who is required to be, and has not been, found suitable to be licensed or to hold such membership units by applicable gaming authorities, are prohibited and will be null and void and of no force or
effect as of the inception of the attempted transfer or issuance.

Furthermore, as of the date the Company receives notice
from any applicable gaming authority that a member of the Company or a transferee of any membership interest in the Company (1) is required to be licensed but is unsuitable to be licensed or (2) is unsuitable to hold a membership interest
in the Company, then the unsuitable member or transferee may not, for so long as the unsuitability determination remains in force and effect,



| |  |  | receive any share of any cash distribution, or any other property or payments upon the dissolution of the Company,
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | exercise directly or through a trustee or nominee any voting rights conferred by any membership interest in the Company,
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | participate in the management of the business or affairs of the Company, or
| | - |  | ---------------------------------------------------------------------------



| |  |  | receive any remuneration in any form from the Company for services rendered or otherwise.
| | - |  | -----------------------------------------------------------------------------------------

Member and Company Manager Compensation

No member or manager of the Company is entitled to receive any compensation from the Company for any services rendered to or on behalf of the Company, or otherwise, in his, her or its capacity as a member
or manager of the Company. A manager of the Company is entitled to reimbursement from the first available funds of the Company for direct out-of-pocket costs and expenses incurred by the manager on behalf of the Company that directly related to the
business and affairs of the Company.

4. Investment in Eldorado

The Companys 17.0359% investment in Eldorado (which was acquired on April 1, 2009 in exchange for a 17.0359% interest
originally acquired in Resorts, as described in Note 1) is accounted for under the equity method. The investment, which is reported as Equity income (loss) on Eldorado on the consolidated statement of operations, was originally recorded at fair
value and is adjusted by the Companys share of earnings, losses, distributions, and adjustments related to the amortization of definite-lived intangibles of the investment. The Companys allocated income and loss related to
Eldorado/Resorts for the nine months ended September 30, 2010 and 2009, respectively, are included as a component of income (loss) on the consolidated statement of operations. As of September 30, 2010, there was no indication that
impairment may have existed in relation to the investment in Eldorado.

A roll forward of the Companys equity investment
in Eldorado is as follows:



|                                     |  |       |            |  
|------------------------------------ |  | ----- | ---------- | -
|                                     |  | Total |           
|Beginning balance at January 1, 2010 |  | $     | 29,328,577 |  
|Equity loss on Eldorado              |  |       | (290,510   | )
|                                     |  |       |            |  
|Ending balance at September 30, 2010 |  | $     | 29,038,067 |  
|                                     |  |       |            |  



8



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##### Table of Contents

NGA HoldCo, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)





Summarized balance
sheet information for Eldorado is as follows (in thousands):



|                                       |  |                   |         |  |                  |   |         | 
|-------------------------------------- |  | ----------------- | ------- |  | ---------------- | - | ------- | 
|                                       |  | September 30,2010 |         |  | December 31,2009 |  
|Current assets                         |  | $                 | 57,492  |  |                  | $ | 46,312  | 
|Investment in joint ventures           |  |                   | 46,008  |  |                  |   | 47,913  | 
|Property and equipment, net            |  |                   | 212,191 |  |                  |   | 224,153 | 
|Intangible assets, net                 |  |                   | 20,720  |  |                  |   | 20,945  | 
|Other assets, net                      |  |                   | 2,644   |  |                  |   | 2,205   | 
|                                       |  |                   |         |  |                  |   |         | 
|Total assets                           |  | $                 | 339,055 |  |                  | $ | 341,528 | 
|                                       |  |                   |         |  |                  |   |         | 
|Current liabilities                    |  | $                 | 28,670  |  |                  | $ | 29,524  | 
|Long-term liabilities                  |  |                   | 190,327 |  |                  |   | 190,323 | 
|13% Preferred equity interest          |  |                   | 19,289  |  |                  |   | 19,289  | 
|Non-controlling interest               |  |                   | 4,920   |  |                  |   | 4,990   | 
|Partners equity                       |  |                   | 95,849  |  |                  |   | 97,402  | 
|                                       |  |                   |         |  |                  |   |         | 
|Total liabilities and partners equity |  | $                 | 339,055 |  |                  | $ | 341,528 | 
|                                       |  |                   |         |  |                  |   |         | 

Summarized results of operations for Eldorado are as follows (in thousands):



|                                                  |  |                                    |         |   |                                   |   |          |  
|------------------------------------------------- |  | ---------------------------------- | ------- | - | --------------------------------- | - | -------- | -
|                                                  |  | Three monthsendedSeptember 30,2010 |         |   | Nine monthsendedSeptember 30,2010 |  
|Net operating revenues                            |  | $                                  | 68,917  |   |                                   | $ | 200,533  |  
|Operating expenses                                |  |                                    | (62,436 | ) |                                   |   | (184,554 | )
|Loss on sale/disposition of long-lived assets     |  |                                    | (157    | ) |                                   |   | (341     | )
|Loss of unconsolidated affiliates                 |  |                                    | (183    | ) |                                   |   | (1,140   | )
|                                                  |  |                                    |         |   |                                   |   |          |  
|Operating income                                  |  |                                    | 6,141   |   |                                   |   | 14,498   |  
|Other expense, net                                |  |                                    | (5,264  | ) |                                   |   | (15,796  | )
|                                                  |  |                                    |         |   |                                   |   |          |  
|Net income (loss)                                 |  |                                    | 877     |   |                                   |   | (1,298   | )
|Net loss attributable to non-controlling interest |  |                                    | 14      |   |                                   |   | 70       |  
|                                                  |  |                                    |         |   |                                   |   |          |  
|Net income (loss) attributable to the Company     |  | $                                  | 891     |   |                                   | $ | (1,228   | )
|                                                  |  |                                    |         |   |                                   |   |          |  

Effective March 1, 1994, ELLC (96% owned by Resorts) and Galleon, Inc. (a Nevada corporation and now an
indirect wholly owned subsidiary of MGM Resorts International (formerly MGM MIRAGE)), entered into a joint venture (the Silver Legacy Joint Venture) pursuant to a joint venture agreement to develop the Silver Legacy Resort Casino (the
Silver Legacy). The Silver Legacy consists of a casino and hotel located in Reno, Nevada, which began operations on July 28, 1995. Each partner owns a 50% interest in the Silver Legacy Joint Venture.

Summarized balance sheet information for the Silver Legacy Joint Venture is as follows (in thousands):



|                                       |  |                   |         |  |                  |   |         | 
|-------------------------------------- |  | ----------------- | ------- |  | ---------------- | - | ------- | 
|                                       |  | September 30,2010 |         |  | December 31,2009 |  
|Current assets                         |  | $                 | 40,058  |  |                  | $ | 42,210  | 
|Property and equipment, net            |  |                   | 230,930 |  |                  |   | 234,886 | 
|Other assets, net                      |  |                   | 7,165   |  |                  |   | 7,170   | 
|                                       |  |                   |         |  |                  |   |         | 
|                                       |  |                  
|Total assets                           |  | $                 | 278,153 |  |                  | $ | 284,266 | 
|                                       |  |                   |         |  |                  |   |         | 
|                                       |  |                  
|Current liabilities                    |  | $                 | 15,449  |  |                  | $ | 18,419  | 
|Long-term liabilities                  |  |                   | 150,856 |  |                  |   | 150,309 | 
|Partners equity                       |  |                   | 111,848 |  |                  |   | 115,538 | 
|                                       |  |                   |         |  |                  |   |         | 
|                                       |  |                  
|Total liabilities and partners equity |  | $                 | 278,153 |  |                  | $ | 284,266 | 
|                                       |  |                   |         |  |                  |   |         | 



9



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##### Table of Contents

NGA HoldCo, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)





Summarized results
of operations for the Silver Legacy Joint Venture are as follows (in thousands):



|                       |  |                                    |         |   |                                   |   |         |  
|---------------------- |  | ---------------------------------- | ------- | - | --------------------------------- | - | ------- | -
|                       |  | Three monthsendedSeptember 30,2010 |         |   | Nine monthsendedSeptember 30,2010 |  
|Net operating revenues |  | $                                  | 32,513  |   |                                   | $ | 94,451  |  
|Operating expenses     |  |                                    | (29,503 | ) |                                   |   | (86,888 | )
|                       |  |                                    |         |   |                                   |   |         |  
|Operating income       |  |                                    | 3,010   |   |                                   |   | 7,563   |  
|Other expense          |  |                                    | (3,726  | ) |                                   |   | (11,253 | )
|                       |  |                                    |         |   |                                   |   |         |  
|Net (loss)             |  |                                    | (716    | ) |                                   |   | (3,690  | )
|                       |  |                                    |         |   |                                   |   |         |  

On May 12, 2009, Resorts and Newport executed an agreement (the Agreement), which was
terminated on August 18, 2009, pursuant to which Resorts might have, at any time it believed that it might in the reasonably foreseeable future have been in default of any of the provisions of Sections 6.13, 6.14, 6.15 or 6.16 of its credit
facility, make a written request to Newport for a loan in an amount not to exceed the lesser of (i) the maximum amount which might at the time be borrowed by Resorts without causing it to be in default of the limitations on indebtedness
contained in Section 4.09 of the indenture (the Indenture) relating to the 9% senior notes due 2014 co-issued by Resorts and its wholly owned subsidiary, Eldorado Capital Corp. (the 9% Notes), or (ii) such amount
which was equal to the greater of (A) the excess of (1) the aggregate unpaid principal balance of the loans made to Resorts under (I) Resorts credit facility and (II) the Loan and Aircraft Security Agreement (the
Aircraft Loan Agreement) dated as of December 30, 2005 between Resorts and Banc of America Leasing and Capital, LLC (including for this purpose any amendments, replacements or extensions thereof) at the time of the written request,
over (2) $5,000,000, or (B) at Newports option, the amount of the unpaid principal and accrued interest then outstanding under Resorts credit facility. On May 13, 2009, Resorts sold to the Louisiana Partnership the
aircraft, which served as collateral under the Aircraft Loan Agreement, for $2.7 million in cash and the proceeds were used to pay in full the indebtedness remaining under the Aircraft Loan Agreement and, at September 30, 2010, there was no
indebtedness outstanding under Resorts credit facility.

5. Related Parties

InvestCo owns 99.99% of the Company which is a non-voting interest. The other .01% of the Company, which is the only voting interest of
the Company, is owned by VoteCo. InvestCo is solely owned by Newport. In May 2007, Newport contributed to the Company 100% of the New Shreveport Notes held by Newport since August 2006 and 11% of the SGH preferred shares held since August 2006 that
comprised the Companys Eldorado Shreveport investments (the Eldorado Shreveport Investments). The Eldorado Shreveport Investments were transferred to the Company at fair market value at the date of transfer. VoteCo is responsible
for the operations of the Company and is solely owned by the managers of Newport.

At September 30, 2010 and
December 31, 2009, the Company was owed $5,179,772 from Newport, representing $5,118,168 of interest earned and received on the Eldorado Shreveport Investments and $61,600 of preferred dividend earned and received on the 11,000 SGH preferred
shares. At September 30, 2010 and December 31, 2009, the Company owed $2,361,030 and $1,958,636, respectively, to Newport for expenses paid by Newport on the Companys behalf. There is no formal agreement outlining the settlement of
the receivable and payable between Newport and the Company. Accordingly, the receivable and payable are reflected as a non-current asset and a non-current liability, respectively, at September 30, 2010 and December 31, 2009.

6. Proposed Acquisition

As more fully described in Item 1 of our annual report on Form 10-K for the year ended December 31, 2009, on February 23,
2010, Black Gaming, LLC (Black Gaming) and its subsidiaries (collectively with Black Gaming, the Debtors) filed petitions with the United States Bankruptcy Court for the District of Nevada (the Bankruptcy Court)
for relief under Title 11, Chapter 11 of the United States Code (the Bankruptcy Code). On March 1, 2010, the Debtors filed with the Bankruptcy Court a Joint Plan of Reorganization (the Plan). The Plan was approved by the
Bankruptcy Court on June 28, 2010. If all of the conditions specified in the Plan are satisfied, then, according to the terms of the Plan, a new entity (New Black Gaming) is to acquire all of the assets of Black Gaming, including
its direct and indirect ownership interests in the debtor subsidiaries, and New Black Gaming is to issue to a group of investors all of the equity interests in New Black Gaming, including the issuance of 40% of the total equity interests to Newport
or an affiliate of Newport for $8,222,222 in cash. The Plan also provides for the issuance to a class of Black Gamings creditors of warrants to purchase five percent of the fully-diluted equity interests in New Black Gaming that will be
exercisable for a period of five years and, if exercised in full, would reduce the percentage interest issuable to Newport or an affiliate of Newport from 40% to 38%. The assets to be acquired by New Black Gaming pursuant to the Plan include the
CasaBlanca Hotel & Casino and the Virgin River Hotel & Casino, each in Mesquite, Nevada, two championship golf courses, a full-service spa, a bowling center, a gun club, restaurants, and banquet and conference facilities, all as
more fully described in our aforementioned Form 10-K. Though no official date has been set, Black Gaming has a plan in place for the demolition of the casino and some of the 900 rooms at its inoperative Oasis Hotel & Casino. Due to weak business
conditions, operations were reduced at the Oasis property beginning in December 2008, and the property eventually closed but for 16 video poker machines, which continue to be operated in order to preserve the gaming license at the property, and some
of the hotel facilities used to accommodate overflow from the other hotels.



10



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##### Table of Contents

NGA HoldCo, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)(Continued)





If all of the
conditions specified in the Plan are satisfied, Newport and Newport Global Credit Fund (Master) LP (Master and, collectively with Newport, the Newport Funds) intend to acquire the 40% equity interest in New Black Gaming
utilizing the Companys wholly owned subsidiary, AcquisitionCo, to make the acquisition. In that event, the Newport Funds will contribute to InvestCo the full amount of the cash purchase price which in turn will be contributed by InvestCo to
the Company, then by the Company to Blocker, and finally by Blocker to AcquisitionCo, which will pay the purchase price and acquire the 40% interest in New Black Gaming. As a result of the aforementioned contribution from the Newport Funds down to
AcquisitionCo, Master will become a second member of InvestCo, but the transaction will not result in any other change in the ownership of InvestCo, the Company, Blocker or AcquisitionCo. If the acquisition is consummated, the Companys
financial statements will, from the date of consummation of such acquisition, reflect the Companys allocable share of the net income (loss) related to the investment in New Black Gaming. The potential acquisition is subject to a number of
conditions including, but not limited to, the receipt of all requisite gaming approvals required in order for AcquisitionCo to be able to acquire an equity interest in New Black Gaming.



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

Overview

The following managements discussion and analysis relates to the Companys unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this
report.

The Company and its subsidiaries were formed as legal entities in January 2007 for the primary purpose of holding
equity, directly or indirectly through affiliates, in one or more entities related to the gaming industry, and to exercise the rights, and manage the distributions received, in connection with those holdings. On December 14, 2007, our
affiliate, Acquisition Co, acquired a 17.0359% interest in Resorts. Effective April 1, 2009, Resorts became a wholly-owned subsidiary of Eldorado HoldCo LLC, a Nevada limited liability company (Eldorado), when all of the members of
Resorts, including Acquisition Co., the subsidiary of the Company through which the Company held its interest in Resorts, exchanged their interests in Resorts for identical interests in Eldorado. Eldorado, which was formed to be a holding company
for Resorts, conducts no operations of its own and, other than its ownership of Resorts, has no assets or liabilities (see note 1 of the notes to the Companys unaudited condensed consolidated financial statements included in this report).

From the date the investments conveyed by the Company for its 17.0359% interest in a Resorts were first acquired by Newport
Global in August 2006 until the Companys acquisition of the 17.0359% interest in Resorts, the unaudited condensed consolidated financial statements presented reflect the Companys activity with respect to such investments, which consisted
principally of bonds and preferred shares associated with Eldorado Shreveport (the Eldorado Shreveport Investments). The related statements of operations reflect the interest earned by Newport Global associated with the Eldorado
Shreveport Investments from August 2006 and any other direct expenses associated with the acquisition of the 17.0359% interest in Resorts.

The Company has had no revenue generating business since inception and its current business plan, other than as described under Proposed Acquisition below, consists primarily of its 17.0359%
equity interest in Eldorado. Its only operations have consisted of interest income earned on the Eldorado Shreveport Investments and, since December 14, 2007, the pro-rata net income (loss) allocation (as the case may be) related to the
Resorts/Eldorado investment and nominal administrative expenses.

Eldorado, through Resorts, owns and operates the Eldorado
Hotel & Casino (the Eldorado-Reno), a premier hotel/casino and entertainment facility in Reno, Nevada. Through two wholly owned subsidiaries, Resorts indirectly owns and, pursuant to a management agreement, operates the Eldorado
Casino Shreveport, an all-suite art deco-style hotel and a tri-level riverboat dockside casino complex situated on the Red River in Shreveport, Louisiana (the Eldorado-Shreveport). Resorts 96% owned subsidiary, Eldorado Limited
Liability Company, a Nevada limited liability company (ELLC), owns a 50% interest in a general partnership (the Silver Legacy Joint Venture) which owns the Silver Legacy Resort Casino (the Silver Legacy), a major,
themed hotel/casino located adjacent to Eldorado-Reno. In addition, Resorts owns a 21.25% interest in Tamarack, a small casino in south Reno.

Operational highlights for Eldorado for the three months ended September 30, 2010 included net operating revenues of approximately $68.9 million and operating expenses of approximately $62.4
million. In addition, Eldorados equity in net loss of unconsolidated affiliates was approximately $0.2 million and interest expense was approximately $5.3 million for the period. The net result for the quarter was net income of approximately
$0.9 million, compared with a net loss of $0.8 million for the corresponding quarter of 2009. For the nine months ended September 30, 2010, net operating revenues were approximately $200.5 million and operating expenses were approximately
$184.6 million. Interest expense over this same period was approximately $15.8 million, resulting in a net loss of approximately $1.2 million for the year to date period ended September 30, 2010. The nine month performance through
September 30, 2010 represents a decrease in year over year net income of approximately $4 million, due mainly to lower revenues and a reduction in equity in net income of unconsolidated affiliates.

Three Months Ended September 30, 2010 Compared to the Three Months Ended September 30, 2009

The Companys net loss, which largely reflects the Companys share of the net income of Eldorado, was $167,316 for the quarter
ended September 30, 2010 compared to a net loss of $191,521 for the same period in 2009. As a result of consistent revenues and a $2.1 million decrease in operating expenses for Eldorado when compared to the same period in 2009, the
Companys equity income on Eldorado increased by $291,314.



11



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##### Table of Contents



This increase in
equity income was largely offset by a $262,229 increase to the Companys legal and licensing expenses during the quarter when compared to the same period in 2009. This increase was due to expenses incurred in connection with the proposed
acquisition of a 40% interest in New Black Gaming (see Proposed Acquisition, below).

Nine Months Ended
September 30, 2010 Compared to the Nine Months Ended September 30, 2009

The Companys net loss for the
nine months ended September 30, 2010 was approximately $0.8 million, compared to net income of approximately $.03 million for the same period last year. The net loss was attributable to Eldorados approximately $7.2 million decrease
in revenues and $1.6 million decrease in equity in net income of unconsolidated affiliates. The decrease in equity in net income of unconsolidated affiliates when compared to the same period in 2009 resulted from an approximately $3.7 million
decrease in net income of Silver Legacy joint venture, which is 50% owned by Eldorados 96% owned subsidiary, ELLC.

Primarily as a result of activities related to the proposed acquisition of a 40% interest in New Black Gaming (see Proposed Acquisition,
below), expenses during the first nine months of 2010 increased $293,033 when compared to the same prior year period

Liquidity and Capital Resources

The Company incurred $498,421 of costs associated with its investment in Eldorado and the proposed New Black Gaming acquisition during the nine month period ended September 30, 2010 compared to
$205,388 during the nine months ended September 30, 2009. Expenses incurred related to accounting and legal fees for the preparation of regulatory filings, along with licensing procedures related to the proposed acquisition of a 40% interest in
New Black Gaming (see Proposed Acquisition, below). For the remainder of 2010, the Company expects to incur additional costs of approximately $100,000. These costs will be financed by member contributions.

Proposed Acquisition

As more fully described in Item 1 of our annual report on Form 10-K for the year ended December 31, 2009, on February 23, 2010, Black Gaming, LLC (Black Gaming) and its
subsidiaries (collectively with Black Gaming, the Debtors) filed petitions with the United States Bankruptcy Court for the District of Nevada (the Bankruptcy Court) for relief under Title 11, Chapter 11 of the United States
Code (the Bankruptcy Code). On March 1, 2010, the Debtors filed with the Bankruptcy Court a Joint Plan of Reorganization (the Plan). The plan was approved by the Bankruptcy Court on June 28, 2010. If all of the
conditions specified in the Plan are satisfied, then, according to the terms of the Plan, a new entity (New Black Gaming) is to acquire all of the assets of Black Gaming, including its direct and indirect ownership interests in the
debtor subsidiaries, and New Black Gaming is to issue to a group of investors all of the equity interests in New Black Gaming, including the issuance of 40% of the total equity interests to Newport or an affiliate of Newport for $8,222,222 in cash.
The Plan also provides for the issuance to a class of Black Gamings creditors of warrants to purchase five percent of the fully-diluted equity interests in New Black Gaming that will be exercisable for a period of five years and, if exercised
in full, would reduce the percentage interest issuable to Newport or an affiliate of Newport from 40% to 38%. The assets to be acquired by New Black Gaming pursuant to the Plan include the CasaBlanca Hotel & Casino and the Virgin River
Hotel & Casino, each in Mesquite, Nevada, two championship golf courses, a full-service spa, a bowling center, a gun club, restaurants, and banquet and conference facilities, all as more fully described in our aforementioned Form 10-K.
Though no official date has been set, Black Gaming has a plan in place for the demolition of the casino and some of the 900 rooms at its inoperative Oasis Hotel & Casino. Due to weak business conditions, operations were reduced at the Oasis
property beginning in December 2008, and the property eventually closed but for 16 video poker machines, which continue to be operated in order to preserve the gaming license at the property, and some of the hotel facilities used to accommodate
overflow from the other hotels.

If all of the conditions specified in the Plan are satisfied, Newport and Newport Global
Credit Fund (Master) LP (Master and, collectively with Newport, the Newport Funds) intends to acquire the 40% equity interest in New Black Gaming utilizing the Companys wholly owned subsidiary, AcquisitionCo, to make
the acquisition. In that event, the Newport Funds will contribute to InvestCo the full amount of the cash purchase price which in turn will be contributed by InvestCo to the Company, then by the Company to Blocker, and finally by Blocker to
AcquisitionCo, which will pay the purchase price and acquire the 40% interest in New Black Gaming. As a result of the aforementioned contribution from the Newport Funds down to AcquisitionCo, Master will become a second member of InvestCo, but the
transaction will not result in any other change in the ownership of InvestCo, the Company, Blocker or AcquisitionCo. If the acquisition is consummated, the Companys financial statements will, from the date of consummation of such acquisition,
reflect the Companys allocable share of the net income (loss) related to the investment in New Black Gaming. The potential acquisition is subject to a number of conditions including, but not limited to, the receipt of all requisite gaming
approvals required in order for AcquisitionCo to be able to acquire an equity interest in New Black Gaming.

Critical
Accounting Estimates and Policies

A description of our critical accounting policies can be found in Item 7 of our
Annual Report on Form 10-K for the year ended December 31, 2009. There have been no material changes to those policies during the nine months ended September 30, 2010.



|Item 3. | Quantative and Qualitative Disclosures About Market Risk.
|------- | ---------------------------------------------------------

Not Applicable.



12



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|Item 4. | Controls and Procedures.
|------- | ------------------------

Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the Exchange Act), our management, including our principal executive officer and principal financial
officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that
as of the end of the period covered by this report our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective.

Changes in internal control over financial reporting

As required by Rule
13a-15(d) under the Exchange Act, our management, including our principal executive officer and principal financial officer, has evaluated our internal control over financial reporting to determine whether any changes to our internal control over
financial reporting occurred during the quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, no such changes to our
internal control over financial reporting occurred during the quarter ended September 30, 2010.

PART II

OTHER INFORMATION



|Item 6. | Exhibits.
|------- | ---------

The following
exhibits are filed or furnished with this report:



|     |  |                                                                                                                     
|---- |  | --------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             
|     | 
|31.2 |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             
|     | 
|32.1 |  | Certification of Principal Executive Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of Principal Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.



13



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  |                 |  |                              
|----------------------- |  | --------------- |  | -----------------------------
|                        |  | NGA HOLDCO, LLC
|                        |  |                
|Date: November 15, 2010 |  | By:             |  | /S/    THOMAS R.
REEG        
|                        |  |                 |  | Thomas R. Reeg               
|                        |  |                 |  | Operating Manager            
|                        |  |                 |  | (Principal Executive Officer)
|                        |  |                
|Date: November 15, 2010 |  | By:             |  | /S/    ROGER A.
MAY          
|                        |  |                 |  | Roger A. May                 
|                        |  |                 |  | Manager                      
|                        |  |                 |  | (Principal Financial Officer)



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##### Table of Contents



EXHIBIT INDEX



|           |  |                                                                                                                     
|---------- |  | --------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                         
|           | 
|31.1       |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             
|           | 
|31.2       |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             
|           | 
|32.1       |  | Certification of Principal Executive Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|           | 
|32.2       |  | Certification of Principal Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.



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