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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 June 30, 2009

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   ̈                      |  | Smaller reporting company  x
|                           |  |                      |  | (Do not check if a smaller reporting company) |  |                             

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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FORWARD LOOKING STATEMENTS MAY PROVE INACCURATE

Certain statements in this report contain or may contain information that is forward-looking. Actual results may differ materially from those described in
the forward-looking statements and will be affected by a variety of risks and factors including but not limited to the following: the inability of regulated entities and certain managers, officers, key employees and other affiliates of the Company,
Eldorado HoldCo LLC (Eldorado), or any subsidiaries of Eldorado, including Eldorado Resorts LLC (Resorts), to obtain gaming licenses or permits in jurisdictions where the current or planned business of the Company, Eldorado
or Resorts requires such licenses or permits; the limitation, conditioning, revocation or suspension of any such gaming licenses or permits; a finding of unsuitability or denial of licenses or permits by regulatory authorities with respect to any
manager, officer, or key employee of the Company, Eldorado or Resorts required to be found suitable; loss or retirement of managers, officers or key employees of the Company, Eldorado or Resorts; increased competition in existing markets or the
opening of new gaming jurisdictions (including on Native American lands); the inability of Resorts to maintain and improve its existing gaming facilities; the inability of the Company or an entity in which the Company invests to consummate the
planned acquisition of a gaming opportunity; the inability to retain key leases; a decline in the public acceptance or popularity of gaming; increases in or new taxes or fees imposed on gaming revenues or gaming devices; significant increases in
fuel or transportation prices; adverse economic conditions; and severe or unusual weather in key markets. In addition, any financings consummated by Eldorado, the entity in which the Company holds an equity investment, or its subsidiaries may
substantially increase the leverage and other fixed charge obligations of those entities. The level of indebtedness and other fixed charge obligations of Eldorado and its subsidiaries could have important consequences, including but not limited to
the following: (1) a substantial portion of Eldorados and its subsidiaries cash flow from operations could be dedicated to debt service and other fixed charge obligations and thus not be available for other purposes;
(2) Eldorados and its subsidiaries ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions may be limited; and (3) Eldorados and its subsidiaries level of
indebtedness could limit their flexibility in reacting to changes in the gaming industry, their respective jurisdictions and economic conditions generally. Readers should carefully review this report in its entirety, including but not limited to the
Companys financial statements and the notes thereto. This report should also be read in conjunction with the Companys annual report on Form 10-K for the year ended December 31, 2008.



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NGA HOLDCO, LLC

FORM 10-Q

INDEX



|                              |  |                                                                                                                     |  |         
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------- |  | --------
|                              |  |                                                                                                                     |  | Page No.
|PART I. FINANCIAL INFORMATION |  |                                                                                                                    
|                              |  |                                                                                                                    
|Item 1.                       |  | Financial Statements:                                                                                               |  | 1       
|                              |  |                                                                                                                    
|                              |  | Unaudited Condensed Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008                           |  | 1       
|                              |  |                                                                                                                    
|                              |  | Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2009 and 2008 |  | 2       
|                              |  |                                                                                                                    
|                              |  | Unaudited Condensed Consolidated Statement of Changes in Members Equity for the Six Months Ended June 30, 2009     |  | 3       
|                              |  |                                                                                                                    
|                              |  | Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008           |  | 4       
|                              |  |                                                                                                                    
|                              |  | Notes to Unaudited 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                                                                                             |  | 12      
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                    
|                              |  |                                                                                                                    
|Item 6.                       |  | Exhibits                                                                                                            |  | 13      
|                              | 
|SIGNATURES                    |  | 14                                                                                                                 



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PART I

FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

NGA HOLDCO, LLC

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                   |  |               |            |   |                   |   |            |  
|-------------------------------------------------- |  | ------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                   |  | June 30, 2009 |            |   | December 31, 2008 |  
|ASSETS                                             |  |               |            |   |                   |   |            |  
|Current Assets:                                    |  |               |            |   |                   |   |            |  
|Cash and cash equivalents                          |  | $             | 263,015    |   |                   | $ | 262,938    |  
|Federal tax asset                                  |  |               | 77,531     |   |                   |   | 235,000    |  
|                                                   |  |               |            |   |                   |   |            |  
|Total current assets                               |  |               | 340,546    |   |                   |   | 497,938    |  
|Deferred federal tax asset                         |  |               | 2,472,163  |   |                   |   | 2,472,163  |  
|Investment in Eldorado                             |  |               | 30,220,948 |   |                   |   | 29,666,633 |  
|Due from related party                             |  |               | 5,179,772  |   |                   |   | 5,179,772  |  
|                                                   |  |               |            |   |                   |   |            |  
|Total Assets                                       |  | $             | 38,213,429 |   |                   | $ | 37,816,506 |  
|                                                   |  |               |            |   |                   |   |            |  
|LIABILITIES AND MEMBERS EQUITY                    |  |               |            |   |                   |   |            |  
|Current Liabilities:                               |  |               |            |   |                   |   |            |  
|Accounts payable and accrued liabilities           |  | $             | 38,945     |   |                   | $ | 22,225     |  
|                                                   |  |               |            |   |                   |   |            |  
|Total current liabilities                          |  |               | 38,945     |   |                   |   | 22,225     |  
|Due to related party                               |  |               | 1,878,841  |   |                   |   | 1,719,870  |  
|                                                   |  |               |            |   |                   |   |            |  
|Total Liabilities                                  |  |               | 1,917,786  |   |                   |   | 1,742,095  |  
|                                                   |  |               |            |   |                   |   |            |  
|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                                |  |               | (30,815    | ) |                   |   | (252,047   | )
|                                                   |  |               |            |   |                   |   |            |  
|Total Members equity                              |  |               | 36,295,643 |   |                   |   | 36,074,411 |  
|                                                   |  |               |            |   |                   |   |            |  
|Total Liabilities & Members equity                |  | $             | 38,213,429 |   |                   | $ | 37,816,506 |  
|                                                   |  |               |            |   |                   |   |            |  

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



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NGA HOLDCO, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



|                                      |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|------------------------------------- |  | -------------------------- | -------- | - | ------------------------ | - | -------- | ---- |  | - | -------- | - |  | - | -------- | -
|                                      |  | Three MonthsEnded June 30, |          |   | Six MonthsEnded June 30, |  
|                                      |  | 2009                       |          |   | 2008                     |   |          | 2009 |  |   | 2008     |  
|Income (loss):                        |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Equity income (loss) on Eldorado      |  | $                          | 721,453  |   |                          | $ | 14,822   |      |  | $ | 554,315  |   |  | $ | (429,645 | )
|                                      |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Total income (loss)                   |  |                            | 721,453  |   |                          |   | 14,822   |      |  |   | 554,315  |   |  |   | (429,645 | )
|Expenses:                             |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Legal, licensing, and other expenses  |  |                            | 66,175   |   |                          |   | 140,813  |      |  |   | 175,614  |   |  |   | 319,665  |  
|                                      |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Net income (loss) before income taxes |  |                            | 655,278  |   |                          |   | (125,991 | )    |  |   | 378,701  |   |  |   | (749,310 | )
|Income tax (expense) benefit          |  |                            | (203,293 | ) |                          |   | (90,869  | )    |  |   | (157,469 | ) |  |   | 80,369   |  
|                                      |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Net income (loss)                     |  | $                          | 451,985  |   |                          | $ | (216,860 | )    |  | $ | 221,232  |   |  | $ | (668,941 | )
|                                      |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  

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



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NGA HOLDCO, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS EQUITY



|                           |  |             |       |              |   |                    |  |   |                     |   |  |   |           
|-------------------------- |  | ----------- | ----- | ------------ | - | ------------------ |  | - | ------------------- | - |  | - | ----------
|                           |  | Class AUnit |       | Class BUnits |   | AccumulatedDeficit |  |   | TotalMembersEquity
|Balance, December 31, 2008 |  | $           | 3,806 |              | $ | 36,322,652         |  | $ | (252,047            | ) |  | $ | 36,074,411
|Net Income                 |  |             |      |              |   |                   |  |   | 221,232             |   |  |   | 221,232   
|                           |  |             |       |              |   |                    |  |   |                     |   |  |   |           
|Balance, June 30, 2009     |  | $           | 3,806 |              | $ | 36,322,652         |  | $ | (30,815             | ) |  | $ | 36,295,643
|                           |  |             |       |              |   |                    |  |   |                     |   |  |   |           

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



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NGA HOLDCO, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                                     |  |                              |          |   |                              |   |          |  
|---------------------------------------------------------------------------------------------------- |  | ---------------------------- | -------- | - | ---------------------------- | - | -------- | -
|                                                                                                     |  | Six MonthsEndedJune 30, 2009 |          |   | Six MonthsEndedJune 30, 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                |  |                              |          |   |                              |   |          |  
|Net income (loss)                                                                                    |  | $                            | 221,232  |   |                              | $ | (668,941 | )
|Adjustments to reconcile income (loss) from operations to net cash provided by operating activities: |  |                              |          |   |                              |   |          |  
|Equity (income) loss on Eldorado                                                                     |  |                              | (554,315 | ) |                              |   | 429,645  |  
|Decrease (increase) in federal tax asset                                                             |  |                              | 157,469  |   |                              |   | (93,079  | )
|Increase (decrease) in accounts payable and accrued liabilities                                      |  |                              | 16,720   |   |                              |   | (16,573  | )
|Increase in due to related parties                                                                   |  |                              | 158,971  |   |                              |   | 571,248  |  
|Decrease in federal tax liability                                                                    |  |                              |         |   |                              |   | (222,300 | )
|                                                                                                     |  |                              |          |   |                              |   |          |  
|Net cash provided by operating activities:                                                           |  | $                            | 77       |   |                              | $ |         |  
|                                                                                                     |  |                              |          |   |                              |   |          |  
|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                                                                                 |  | $                            | 77       |   |                              | $ |         |  
|                                                                                                     |  |                              |          |   |                              |   |          |  
|Cash at beginning of the year                                                                        |  | $                            | 262,938  |   |                              | $ |         |  
|                                                                                                     |  |                              |          |   |                              |   |          |  
|Cash at end of the year                                                                              |  | $                            | 263,015  |   |                              | $ |         |  
|                                                                                                     |  |                              |          |   |                              |   |          |  

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



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NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial Statements

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 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. These 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. 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 interest 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 owns 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, a Delaware limited partnership 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 will be taxed on its share of the income relating to the Companys investment in Resorts rather than the Companys investors.

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.



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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). Subject to the closing adjustment described below, 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 Shreveport Gaming Holdings, Inc. (SGH), then a partner of the Louisiana Partnership that is not
affiliated with Resorts or the Company.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 to its members which was funded through borrowings under Resorts credit facility as permitted by the Purchase Agreement.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

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).

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 in accordance with Emerging
Issues Task Force (EITF) D-46 Accounting for Limited Partnership Investments. The Company considers whether the fair values of any of its equity method investments have declined below their carrying value whenever
adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considered any such decline to be other than temporary, then a write-down would be recorded to estimate fair value.

Fair Value of Financial Instruments

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

Principles of Consolidation

The unaudited condensed 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 condensed 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 June 30, 2009 and December 31, 2008, and the results of its operations for the three and six months ended June 30, 2009 and 2008, and its cash flows for the six months ended June 30, 2009 and 2008. 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 condensed 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, 2008 filed with the Securities and Exchange Commission on May 22, 2009.



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Recently Issued Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 168, the FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles (SFAS 168), SFAS 168 establishes
the FASB Accounting Standards Codification (the Codification) that will serve as the single source of
authoritative non-governmental Generally Accepted Accounting Principles (GAAP). The Codification does not change GAAP, but provides a new structure combining all authoritative standards into a comprehensive, topically organized online
database. The Codification will be effective for interim or annual periods ending after September 15, 2009, and will impact the Companys financial statement disclosures beginning with the quarter ending September 30, 2009, as future
references to authoritative accounting literature will be referenced in accordance with the Codification. The adoption of this standard will not have an impact on our consolidated financial statements.

In May 2009, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 165, Subsequent Events
(SFAS 165), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 is effective for
financial statements issued for interim and annual reporting periods ending after June 15, 2009 and has been adopted for the accompanying unaudited condensed consolidated financial statements. We have completed our evaluation for subsequent
events through August 14, 2009, which is the issuance date of these unaudited condensed consolidated financial statements. Management determined there were no subsequent events to be reported.

In April 2009, the FASB issued three FASB Staff Positions (FSP) with respect to existing SFASs. FSP No. SFAS 157-4,
Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, addresses concerns about measuring the fair value of
financial instruments when financial markets become inactive and quoted prices may reflect distressed transactions. FSP No. SFAS 115-2 and SFAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments,
addresses recording impairment charges on investments in debt securities and requires significant new disclosures. FSP No. SFAS 107-1 and Accounting Principles Board Opinion No. 28-1, Interim Disclosures about Fair Value of
Financial Instruments, increases the frequency of fair value disclosures from annual to quarterly to provide financial statement users with more timely information about the effects of current market conditions on their financial
instruments. Adoption of the provisions of these three FSPs during the quarter ended June 30, 2009 did not have a material impact on the condensed consolidated financial statements of the Company.

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 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.



7



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##### Table of Contents

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 original
investment was 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 and is recorded in Equity income (loss)
on Eldorado on the consolidated statement of operations. At year-end 2008 Resorts recorded an impairment of $16.6 million related to its investment in the Silver Legacy Joint Venture. In addition, the Company recorded a $3.6 million impairment in
the carrying value in Investments in Resorts at year-end 2008. The Companys allocated income and loss related to Eldorado/Resorts for the six months ended June 30, 2009 and 2008, respectively, is included as a component of income (loss)
on the consolidated statement of operations.

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



|                                     |  |       |           
|------------------------------------ |  | ----- | ----------
|                                     |  | Total
|Beginning balance at January 1, 2009 |  | $     | 29,666,633
|Equity income on Eldorado            |  |       | 554,315   
|                                     |  |       |           
|Ending balance at June 30, 2009      |  | $     | 30,220,948
|                                     |  |       |           

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



|                                       |  |              |         |                  |   |        
|-------------------------------------- |  | ------------ | ------- | ---------------- | - | -------
|                                       |  | June 30,2009 |         | December 31,2008
|Current assets                         |  | $            | 47,677  |                  | $ | 47,106 
|Investment in joint ventures           |  |              | 50,250  |                  |   | 50,151 
|Property and equipment, net            |  |              | 230,089 |                  |   | 238,219
|Intangible assets, net                 |  |              | 21,140  |                  |   | 21,335 
|Other assets, net                      |  |              | 2,381   |                  |   | 2,103  
|                                       |  |              |         |                  |   |        
|Total assets                           |  | $            | 351,537 |                  | $ | 358,914
|                                       |  |              |         |                  |   |        
|Current liabilities                    |  | $            | 29,751  |                  | $ | 30,252 
|Long-term liabilities                  |  |              | 194,877 |                  |   | 205,326
|13% Preferred equity interest          |  |              | 19,289  |                  |   | 19,289 
|Noncontrolling interest                |  |              | 5,081   |                  |   | 5,080  
|Partners equity                       |  |              | 102,539 |                  |   | 98,967 
|                                       |  |              |         |                  |   |        
|Total liabilities and partners equity |  | $            | 351,537 |                  | $ | 358,914
|                                       |  |              |         |                  |   |        



8



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##### Table of Contents

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



|                                                               |  |                               |         |   |                             |   |          |  
|-------------------------------------------------------------- |  | ----------------------------- | ------- | - | --------------------------- | - | -------- | -
|                                                               |  | Three monthsendedJune 30,2009 |         |   | Six monthsendedJune 30,2009 |  
|Net revenues                                                   |  | $                             | 72,789  |   |                             | $ | 138,835  |  
|Operating expenses                                             |  |                               | (63,280 | ) |                             |   | (125,120 | )
|Loss on sale/disposition of long-lived assets                  |  |                               | (19     | ) |                             |   | (26      | )
|Equity income of unconsolidated affiliates                     |  |                               | 246     |   |                             |   | 609      |  
|                                                               |  |                               |         |   |                             |   |          |  
|Operating income                                               |  |                               | 9,736   |   |                             |   | 14,298   |  
|Other expense                                                  |  |                               | (5,344  | ) |                             |   | (10,725  | )
|                                                               |  |                               |         |   |                             |   |          |  
|Net income                                                     |  |                               | 4,392   |   |                             |   | 3,573    |  
|Less net (loss) income attributable to noncontrolling interest |  |                               | (2      | ) |                             |   | 1        |  
|                                                               |  |                               |         |   |                             |   |          |  
|Net income attributable to the Company                         |  | $                             | 4,394   |   |                             | $ | 3,572    |  
|                                                               |  |                               |         |   |                             |   |          |  

Effective March 1, 1994, ELLC (96% owned by Resorts) and Galleon, Inc. (a Nevada corporation
and now an indirect wholly owned subsidiary of 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):



|                                       |  |              |         |                  |   |        
|-------------------------------------- |  | ------------ | ------- | ---------------- | - | -------
|                                       |  | June 30,2009 |         | December 31,2008
|Current assets                         |  | $            | 42,193  |                  | $ | 52,397 
|Property and equipment, net            |  |              | 240,733 |                  |   | 247,689
|Other assets, net                      |  |              | 6,830   |                  |   | 7,235  
|                                       |  |              |         |                  |   |        
|Total assets                           |  | $            | 289,756 |                  | $ | 307,321
|                                       |  |              |         |                  |   |        
|Current liabilities                    |  | $            | 19,500  |                  | $ | 20,422 
|Long-term liabilities                  |  |              | 149,724 |                  |   | 166,421
|Partners equity                       |  |              | 120,532 |                  |   | 120,478
|                                       |  |              |         |                  |   |        
|Total liabilities and partners equity |  | $            | 289,756 |                  | $ | 307,321
|                                       |  |              |         |                  |   |        

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



|                   |  |                               |         |   |                             |   |         |  
|------------------ |  | ----------------------------- | ------- | - | --------------------------- | - | ------- | -
|                   |  | Three monthsendedJune 30,2009 |         |   | Six monthsendedJune 30,2008 |  
|Net revenues       |  | $                             | 34,279  |   |                             | $ | 61,646  |  
|Operating expenses |  |                               | (30,623 | ) |                             |   | (59,389 | )
|                   |  |                               |         |   |                             |   |         |  
|Operating income   |  |                               | 3,656   |   |                             |   | 2,257   |  
|Other expense      |  |                               | (3,758  | ) |                             |   | (2,203  | )
|                   |  |                               |         |   |                             |   |         |  
|Net (loss) income  |  | $                             | (102    | ) |                             | $ | 54      |  
|                   |  |                               |         |   |                             |   |         |  

On May 12, 2009, Resorts and Newport executed an agreement (the Agreement)
pursuant to which Resorts may, at any time it believes that it may in the reasonably foreseeable future be 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.
However, a loan request may not be made after the earlier of the first anniversary of the Agreement, or the maturity date of Resorts credit facility (including, for this purpose, any amendments, replacements or extensions thereof). Newport
will be obligated, within ten days after a written request therefor, to make a loan to Resorts in the amount requested, subject to the limitation in the Agreement on the amount that Resorts is permitted to borrow. Under the terms of the Agreement,
the amount that may be borrowed under the Agreement may not exceed the lesser of (i) the maximum amount which may 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 is 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



9



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##### Table of Contents

Resorts credit facility. Any loan under the Agreement will bear interest at a rate mutually determined by Resorts and Newport, and principal and
interest will be payable on the 45thday of each fiscal quarter (commencing with the
second fiscal quarter beginning after a loan is made) in an amount equal to the Excess Cash Flow (as defined), if any, of Resorts for the fiscal quarter ending immediately prior to the payment date, but, in any event, the entire unpaid
principal balance of any loan made under the Agreement and all interest accrued thereon will be payable in full no later than the first anniversary of the date the loan is made. In the event Newport makes a loan in an amount equal to the entire
balance of principal and accrued interest then outstanding under Resorts credit facility, or the loans under the credit facility or any successor loans are paid in full directly or indirectly without using the proceeds of any loan(s) or
other financing other than any loan made by Newport, and, in either case, Resorts credit facility is terminated, Resorts will (subject to any required approvals of gaming regulators) be obligated to grant a first lien to Newport on the
collateral securing Resorts credit facility to secure any loan made by Newport under the Agreement. However, if such a lien cannot otherwise be granted without causing Resorts to violate the terms of the Indenture, the lien may equally and
ratably secure the 9% Notes and the loan made by Newport under the Agreement and the Newport loan will be pari passu in right of payment with the 9% Notes.

Subject to the prior receipt by Resorts of all applicable regulatory approvals and the approval of Resorts Board of Managers, Resorts will be obligated, if any loan is made under the Agreement, to issue to
Newport such number of membership interests in Resorts as is mutually agreed to by Resorts and Newport, it being the intention of the parties to the Agreement that any issuance of membership interests in Resorts be structured in such a manner as to
not result in a Change of Control, as that term is defined in the Indenture.

As used in the Agreement, the term Excess
Cash Flow means, for any fiscal quarter, the amount computed by Resorts in accordance with generally accepted accounting principles as follows:

(a) Resorts net income, before interest, income taxes, depreciation, amortization and any extraordinary or non-recurring income for that quarter; minus

(b) capital expenditures made by Resorts in that quarter; minus

(c) interest, principal payments, fees and related expenses paid by Resorts in respect of indebtedness for borrowed money, capital and
finance leases by Resorts, and draws upon any letters of credit issued to third parties for Resorts benefit in respect of that quarter; minus

(d) all income taxes, and distributions made to equity holders on account of, or with respect to, such equity holders allocable share of the taxable income of Resorts, paid in cash by Resorts in that quarter.

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. In the event that the aircraft had not been sold by Resorts on or before July 1, 2009, Resorts would
have been obligated under the Agreement to pay Newport a fee of $25,000 on July 1, 2009, which would have been in addition to a $25,000 commitment fee paid to Newport at the time the Agreement was executed by the parties.

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 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 June 30, 2009 and December 31, 2008, 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 11,000 of Preferred Shreveport shares. At June 30, 2009 and December 31, 2008, the Company owed $1,878,841 and $1,719,870, 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 June 30, 2009 and December 31, 2008.



10



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##### Table of Contents

|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 were first acquired by
Newport Global in August 2006 until the acquisition of the 17.0359% interest in Resorts, the unaudited condensed consolidated financial statements presented reflect the activity of the Companys investments associated with Eldorado Shreveport,
which consisted principally of bonds and preferred shares (which we refer to as 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 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. Resorts, through two wholly owned subsidiaries, 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 June 30, 2009 included net
revenues of $72.8 million and operating expenses of $63.3 million. Interest expense for the quarter was approximately $5.3 million. The net result for the quarter was net income of $4.4 million. When compared to the same period last year, the
results represent an improvement in net increase of approximately $4.3 million as Eldorado was able to achieve higher margins through a combination of higher revenues and lower costs. For the six months ended June 30, 2009, net revenues were
$138.8 million and operating expenses were $125.1 million. Interest expense over this same period was approximately $10.7 million, resulting in net income $3.6 million for the year to date period ended June 30, 2009. The six month performance
through June 30, 2009 represents an increase in year over year net income of approximately $6 million as cost containment initiatives implemented during February 2009 continued to gain traction.

Three months ended June 30, 2009 versus three months ended June 30, 2008

The three months ended June 30, 2009 largely reflects the Companys share of the net income of Eldorado for the quarter in the amount of $0.7
million compared to nominal net income for the same quarter last year. The increase in net income was a function of the combination of higher net income at Eldorado and lower expenses incurred by the Company. The improvement in the net income at
Eldorado was largely attributable to the increase in revenues and successful cost reduction initiatives realized in the second quarter of 2009 compared to the same period in 2008. Specifically, revenues increased at Eldorado as a result of higher
revenues from casino, food and entertainment revenues. Such increases were attributable to the presence of the USBC Womens bowling tournament held in Reno during the second quarter of 2009 where as the market had no such events last year.
Expenses at Eldorado declined as a result of decreased business levels and due to several cost reductions implemented during February 2009.

Expenses during the quarter declined approximately $0.07 million when compared to last year as a result of reduced legal and other expenses

Six months ended June 30, 2009 versus six months ended June 30, 2008

For the six months
ended June 30, 2009, the Companys share of the net income on Eldorado was approximately $0.5 million compared to a loss of ($0.4) million for the same period last year. The increase in the net income was attributable to improved earnings
at Eldorado. Improvement in the net income at Eldorado was largely attributable to the increase in revenues and successful cost reduction initiatives realized during the first half of 2009 when compared to the same period in 2008. The improvement in
income of unconsolidated affiliates derives largely from the discounted debt repurchases and subsequent gain realized by Silver Legacy during the first quarter of 2009. The aforementioned cost reductions at Eldorado were implemented during the first
quarter and also contributed to the higher net income for Eldorado during the first six months of 2009 compared to the same prior year period.

Expenses during the first six months of 2009 declined approximately $0.1 million when compared to the same prior year period as a result of reduced legal and other expenses.



11



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##### Table of Contents

Liquidity and Capital Resources

During the six month period ended June 30, 2008 the Company incurred approximately $0.3 million of costs associated with its investment in Eldorado. The primary component was related to accounting and legal expenses
associated with being a public filer.

In contrast, the Company incurred approximately $0.2 million of costs associated with its investment
in Eldorado during the six month period ended June 30, 2009. Expenses incurred related primarily to legal and accounting fees for preparation of regulatory filings. For the remainder of 2009 the Company expects to incur additional costs of
approximately $0.2 million. These costs will be financed by Member contributions.

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, 2008.
There have been no material changes to those policies during the six months ended June 30, 2009.



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

Not Applicable.



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

An evaluation was
performed by management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that, as of June 30, 2009, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms of the Securities and Exchange Commission.

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.



12



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##### Table of Contents

PART II

OTHER INFORMATION



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

The following exhibits are filed or
furnished with this report:



|     |  |                                                                                                                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1  |  | Operating Agreement of Eldorado HoldCo LLC, dated as of April 1, 2009.                                                                                                                                                                            
|     | 
|4.2  |  | Third Amended and Restated Operating Agreement of Eldorado Resorts LLC, dated as of April 1, 2009.                                                                                                                                                
|     | 
|10.1 |  | Fourth Supplemental Indenture, dated as of June 29, 2009, among Eldorado Casino Shreveport Joint Venture, Shreveport Capital Corporation, Eldorado Shreveport #1, LLC, Eldorado Shreveport #2,
LLC and U.S. Bank National Association, as trustee.
|     | 
|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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##### Table of Contents

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: August 14, 2009 |  | By:             |  | /s/ Thomas R. Reeg           
|                      |  |                 |  | Thomas R. Reeg               
|                      |  |                 |  | Operating Manager            
|                      |  |                 |  | (Principal Executive Officer)
|                      |  |                
|Date: August 14, 2009 |  | By:             |  | /s/ Roger A. May             
|                      |  |                 |  | Roger A. May                 
|                      |  |                 |  | Manager                      
|                      |  |                 |  | (Principal Financial Officer)



14



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##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                       
|4.1         |  | Operating Agreement of Eldorado HoldCo LLC, dated as of April 1, 2009.                                                                                                                                                                            
|            | 
|4.2         |  | Third Amended and Restated Operating Agreement of Eldorado Resorts LLC, dated as of April 1, 2009.                                                                                                                                                
|            | 
|10.1        |  | Fourth Supplemental Indenture, dated as of June 29, 2009, among Eldorado Casino Shreveport Joint Venture, Shreveport Capital Corporation, Eldorado Shreveport #1, LLC, Eldorado Shreveport #2,
LLC and U.S. Bank National Association, as trustee.
|            | 
|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.                                                                                                                              



15