**Exhibit2.8**

 

AMENDMENTTO INVESTMENT AGREEMENT

 

Amendment dated as of March 28,2005 to the Investment Agreement, dated as of October 18, 2004 by and amongHollywood Casino Shreveport. a Louisiana general partnership (the “Company”),Eldorado Resorts LLC, a Nevada limited liability company (“Eldorado”), EldoradoShreveport #1, LLC, a Nevada limited liability company (“Investor I”), andEldorado Shreveport #2, LLC, a Nevada limited liability company (“Investor II”).

 

WITNESSETH:

 

WHEREAS, on October 18, 2004,the Company, Eldorado, Investor I and Investor II entered into an Investment Agreement(such Investment Agreement is hereinafter referred to as the “Agreement” andthe terms of which are incorporated herein by reference and made a part hereof);

 

WHEREAS, the parties heretohave duly authorized the execution and delivery of this amendment and this amendmentis executed by the parties hereto pursuant to Section 8.9 of the Agreement.

 

NOW, THEREFORE, inconsideration of the promises and mutual agreements herein set forth, andintending to be legally bound hereby, the parties hereto agree that theAgreement shall be and hereby is amended as follows:

 

1.     Defined Terms.  Terms defined in the Agreement and used andnot otherwise defined herein shall have the meanings given to them in theAgreement.

 

2.     Amendment of Section 7.1.  Section 7.1(c) of the Agreement is amended by deletingthe reference to “March 31, 2005” and substituting in its place “June 30, 2005”.

 

3.     Investment Agreement as Amended.  The term “Agreement” as used in the Agreementshall be deemed to refer to the Agreement as amended hereby and this amendmentshall be effective as of March 28, 2005, as if executed on such date.  It is expressly understood and agreed that exceptas provided above, all terms, conditions and provisions contained in the Agreementshall remain in full force and effect without any further change or modificationwhatsoever.

 

4.     Full Force and Effect. If any term, provision, covenant or restriction of this amendment isheld by a court of competent jurisdiction or other authority to be invalid,void or unenforceable, the remainder of the Terms, provisions, covenants andrestrictions of this amendment, and the Agreement, shall remain in full forceand effect and shall in no way be affected, impaired or invalidated.

 

5.     Governing Law.  Thisamendment shall be deemed to be a contract made under the laws of the State ofNew York and for all purposes shall be governed by and construed in accordancewith the laws of such State applicable to contracts to be made and performedentirely within the State.

 

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6.     Execution in Counterparts.  This amendment may be executed in any numberof counterparts and each of such counterparts shall for all purposes be deemedto be an original and all such counterparts shall together constitute but oneand the same instrument.

 

7.     Ratification, Adoption and Approval.   In all respects not inconsistent with theterms and provisions of this amendment, the Agreement is hereby ratified,adopted, approved and confirmed.

 

[Remainderof Page Intentionally Blank]

 

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IN WITNESS WHEREOF, theparties have caused this amendment to be duly executed as of the day and yearfirst above written.

 
|   | HOLLYWOOD CASINO SHREVEPORT  |
|--------|------------------------------|
|   |                         | By: HCS I, Inc., its  managing general partner |
|   |                         |   |
|   | By:                          | /s/ John C. Hull |   |
|   |                         | Name: John C. Hull |   |
|   |                         | Title: Chairman of Board,  Chief Executive Officer |   |
|   |                         | and  President of HCS I, Inc. |   |
|   |                         |   |   |
|   |                         |   |   |
|   | ELDORADO RESORTS LLC         |   |
|   |                         | By: Recreational  Enterprises, Inc., its Managing |   |
|   |                         | Member |   |
|   |                         |   |   |
|   | By:                          | /s/ Gary L. Carano |   |
|   |                         | Name: Gary L. Carano |   |
|   |                         | Title: Vice President |   |
|   |                         |   |   |
|   | ELDORADO SHREVEPORT #1,  LLC |   |
|   |                         |   |
|   |                         |   |   |
|   | By:                          | /s/ Gary L. Carano |   |
|   |                         | Name: Gary L. Carano |   |
|   |                         | Title: Manager |   |
|   |                         |   |   |
|   | ELDORADO SHREVEPORT #2,  LLC |   |
|   |                         |   |   |
|   | By:                          | /s/ Gary L. Carano |   |
|   |                         | Name: Gary L. Carano |   |
|   |                         | Title: Manager |   |

 

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