Fourth Supplemental Indenture, dated as June 29, 2009



 Exhibit 10.1 
 ELDORADO CASINO SHREVEPORT JOINT VENTURE 
 and 
 SHREVEPORT CAPITAL CORPORATION 
 as Issuers, 
 and the Guarantors listed on the signature pages hereof 
  
  
 FOURTH SUPPLEMENTAL INDENTURE

  
  
 with respect to: 
 10% First Mortgage Notes
due 2012 
  
  
 U.S. BANK NATIONAL ASSOCIATION 
 as Trustee








 FOURTH SUPPLEMENTAL INDENTURE, dated as of June 29, 2009 (the “Supplemental
Indenture”) among ELDORADO CASINO SHREVEPORT JOINT VENTURE, a Louisiana general partnership (the “Partnership”), SHREVEPORT CAPITAL CORPORATION, a Louisiana corporation (“Capital” and, together with the
Partnership, the “Issuers”), ELDORADO SHREVEPORT #1, LLC, a Nevada limited liability company (“ES I”), ELDORADO SHREVEPORT #2, LLC, a Nevada limited liability company (“ES II” and together with ES
I, the “Guarantors”); and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) for the Issuers’ 10% First Mortgage Notes due 2012 (the “Notes”). 
 The Issuers and the Guarantors have heretofore executed and delivered to the Trustee an Amended and Restated Indenture, dated as of July 20, 2005
(as amended by that certain Supplemental Indenture dated as of July 22, 2005, among ES I, the Partnership, Capital and the Trustee, that certain Supplemental Indenture dated as of July 22, 2005 by and among ES II, the Issuers and the
Trustee, and that certain supplemental indenture dated as of November 15, 2007 by and among the Issuers, the Guarantors and the Trustee, and as it may be further amended or modified from time to time, the “Indenture”), under
which the Notes in the aggregate principal amount of $155,615,833 are outstanding. Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Indenture. 
 In accordance with Section 9.02 of the Indenture, the Issuers have obtained the written consent of the Holders of a majority in outstanding
principal amount of the Notes to amend Section 4.07 of the Indenture as set forth herein. The Issuers and Guarantors are authorized to enter into this Supplemental Indenture and simultaneously herewith the Trustee has received (i) an
Opinion of Counsel and an Officers’ Certificate stating that all conditions precedent under the Indenture have been satisfied and that execution of this Supplemental Indenture is permitted by the Indenture in accordance with Sections 9.06 and
14.04 of the Indenture, and (ii) copies of resolutions of the Issuers’ respective board of directors, in accordance with Section 9.02 of the Indenture. 
 NOW, THEREFORE, for good and valuable consideration, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: 
 ARTICLE ONE 
 Section 1.1
Section 4.07 of the Indenture is amended as follows: 
 (a) The parenthetical appearing in clause (iii) of the first paragraph of
Section 4.07 is hereby amended and restated in its entirety as follows: “(excluding Restricted Payments permitted by clauses (ii), (iii), (a) of (iv), (vi), (vii), (viii), (ix) and (x) of the next succeeding
paragraph)”. 
 (b) The penultimate paragraph of Section 4.07 of the Indenture is hereby amended by deleting the period at the end
of clause (viii) thereof and inserting a semicolon in its place and by adding new clauses (ix) and (x) to read as follows: 
 “(ix) Restricted Payments in an amount not to exceed $10 million in the aggregate so long as (i) after giving effect to such Restricted Payments, the Issuers and their Restricted Subsidiaries have at least
$10 million of Cash Equivalents and (ii) the Fixed Charge Coverage Ratio for the Partnership’s four most recently ended fiscal quarters for which internal financial statements are 








 
available immediately preceding the date that such Restricted Payments are made is at least 1.5:1.0; or 
 “(x) purchase, defease or otherwise acquire or retire for value the Notes, in whole or in part, so long as (i) after giving
effect to such Restricted Payments, the Issuers and their Restricted Subsidiaries have at least $10 million of Cash Equivalents and (ii) the Fixed Charge Coverage Ratio for the Partnership’s four most recently ended fiscal quarters for
which internal financial statements are available immediately preceding the date that such purchase, defeasance acquisition or retirement is made is at least 1.5:1.0.” 
 ARTICLE TWO 
 Section 2.1 Effective Date of This Supplemental
Indenture. 
 This Supplemental Indenture shall be effective as of the date first written above at and after such time as the Consent
Payment (as defined below) has been paid to each registered Holder of the Notes who validly delivered its consent to the terms of this Supplemental Indenture in accordance with the Issuers’ Consent and Solicitation Statement dated as of
June 3, 2009 (the “Solicitation Statement”). “Consent Payment” means a cash payment of $2.50 for each $1,000 principal amount of Notes with respect to which a consent has been delivered in accordance with the
Solicitation Statement. 
 Section 2.2 Indenture Ratified. 
 Except as hereby otherwise expressly provided, the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions
thereof shall be and remain in full force and effect. 
 Section 2.3 Counterparts. 
 This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument. 
 Section 2.4 Trustee Not Responsible. 
 The recitals contained herein shall be taken as the statements of the Issuers and the Guarantors and the Trustee assumes no responsibility for their
correctness, or for the validity and sufficiency of this Supplemental Indenture. 
 Section 2.5 Definitions and Terms.

 Unless otherwise defined herein, all initially capitalized terms used herein shall have the meanings assigned to such terms in the
Indenture. 
 Section 2.6 Headings 
 The headings of this Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof. 







 Section 2.7 Severability 
 In case any one or more of the provisions contained in this Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Supplemental Indenture or of the Notes, but this Supplemental Indenture and the Notes shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein. 
 Section 2.8 Governing Law. 
 This Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York. 
 [Remainder of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, the parties have caused this Fourth Supplemental Indenture to be duly executed
by their respective officers thereunto duly authorized as of the day and year first above written. 
  

			
	ELDORADO CASINO SHREVEPORT JOINT VENTURE
		
	By:	 	Eldorado Shreveport #1, LLC, its managing general partner
		
	By:	 	 /s/ Gary L. Carano

	Name:	 	Gary L. Carano
	Title:	 	Manager/Chief Executive Officer
	
	SHREVEPORT CAPITAL CORPORATION
		
	By:	 	 /s/ Gary L. Carano

	Name:	 	Gary L. Carano
	Title:	 	President
	
	ELDORADO SHREVEPORT #1, LLC
		
	By:	 	 /s/ Gary L. Carano

	Name:	 	Gary L. Carano
	Title:	 	Manager/Chief Executive Officer
	
	ELDORADO SHREVEPORT #2, LLC
		
	By:	 	 /s/ Gary L. Carano

	Name:	 	Gary L. Carano
	Title:	 	Manager/Chief Executive Officer










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

	Name:	 	Michael M. Hopkins
	Title:	 	Vice President