Exhibit 10.1


 


REDEMPTION
DEPOSIT AGREEMENT


 


THIS
REDEMPTION DEPOSIT AGREEMENT (this “Agreement”), dated April 20,
2004, by and among ELDORADO RESORTS LLC (the “Company”), ELDORADO
CAPITAL CORP. (“Capital”; the Company and Capital are collectively the “Issuers”),
and U.S. Bank National Association, in its capacity as trustee (the “Trustee”)
under the Indenture (hereinafter described);


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Indenture dated as of July 31, 1996, as amended, modified
or supplemented and in effect as of the date hereof (the “Indenture”),
by and among the Company, Capital and the Trustee, the Issuers have heretofore
issued the securities listed in Schedule I hereto (the “Securities”),
it being understood that all terms not otherwise defined in this Agreement
which are defined in the Indenture are used herein with the same meaning; and


 


WHEREAS,
in connection with the issuance of a new series of 9% Senior Notes due 2014
(the “Senior Notes”), the Issuers desire to redeem the Securities; and


 


WHEREAS,
as a condition, among other conditions, to the issue and sale of the Senior
Notes, the Issuers and the Trustee shall have entered into this Agreement
providing for the deposit and application, together with other funds, of the
proceeds of the Senior Notes; and


 


WHEREAS,
the Issuers have placed with the Trustee, in trust pending receipt of the
deposit of moneys and delivery as described herein, the applicable notice of
redemption regarding the Securities as required by Section 3.03 of the
Indenture (the “Notice of Redemption”), a copy of which is attached
hereto as Exhibit A, which Notice of Redemption specifies the effective
date of the redemption of the Securities (which shall be a date not more than
31 days after the date hereof, the “Redemption Date”).


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:


 


Section 1.  Deposit of Moneys. 
The Issuers have deposited, or have caused to be deposited, with the
Trustee moneys (including the proceeds of the Senior Notes) in the amount of
$67,172,329.50 (the “Redemption Amount”) in the manner and for the
purposes herein provided.


 


Section 2.  Creation of Trust Account. 
There is hereby created and established with the Trustee a special and
irrevocable trust account to be designated the “Redemption Trust Account” (the
“Redemption Account”).  All
moneys deposited pursuant to this Agreement shall be deposited, and all
investments and proceeds thereof representing principal shall be held, in the
Redemption Account and applied as provided in this Agreement.


 


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Section 3.  Acknowledgments by Trustee; Delivery of
Notice.  The Trustee acknowledges that (a) it has
received the Redemption Amount from or on behalf of the Issuers and has
credited the same to the Redemption Account and (b) it holds no other funds for
the purpose of paying debt service on the Securities.  The Trustee agrees to hold in trust for the Issuers the Notice of
Redemption pending the deposit of moneys in the Redemption Account as described
herein and to deliver such Notice of Redemption upon the receipt of such
deposit.  Following the receipt of such
deposit, the Trustee shall transmit to the holders of the Securities the
information set forth in the Notice of Redemption as provided in the Indenture.


 


Section 4.  Irrevocable Deposit. 
The deposit by the Issuers of moneys in the Redemption Account under
this Agreement constitutes an irrevocable deposit thereof in trust solely for
the purpose of making the payments described in Section 5 hereof.


 


Section 5.  Application of Trust Funds. 
(a) The Trustee agrees to apply the moneys deposited in the Redemption
Account, and investment proceeds thereof representing principal, in accordance
with the provisions hereof, to the payment of principal of and premium, if any,
and interest on the Securities on the Redemption Date.  Any sums held hereunder as to which
investments are not herein otherwise specified or directed shall be held
uninvested as part of the Redemption Account.


 


(b)                                 It is expressly understood and agreed
that the Redemption Account shall be held solely for the benefit of the Holders
of the Securities until all sums owing to the Holders of Securities under the
Indenture have been paid in full.


 


(c)                                  The principal of and interest on the
Securities are payable in the amounts and at the times shown on
Schedule I.


 


(d)                                 The Redemption Amount deposited into the
Redemption Account is sufficient, without any investment thereof, to pay when
due the principal of, plus premium, if any, and accrued interest on the
Securities and to effect the redemption described in the Notice of Redemption.


 


Section 6.  Rights and Limitations of Liability. 
(a) The liability of the Trustee for the payment of the principal of,
plus premium, if any, and interest on the Securities pursuant to this Agreement
shall be limited solely to the application of the moneys deposited pursuant
hereto, and investment proceeds thereof representing principal, for such
purposes in the Redemption Account.  No
provision of this Agreement shall require the Trustee to expend or risk its own
funds, or otherwise incur any financial liability in the performance of any of
its duties hereunder, if there is reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to it under the
terms of this Agreement or adequate indemnity against such risk is not
reasonably assured to it.


 


(b)                                 The parties acknowledge and agree that
the Trustee is entering into this Agreement in its capacity as trustee under
the Indenture.  As such, the Trustee
shall be entitled, in performing any of its duties under this Agreement, to all
rights, privileges,


 


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protections, immunities and limitations of liability
provided the Trustee under the Indenture, which rights privileges, protections,
immunities and limitations are specifically incorporated herein by this
reference thereto, and nothing herein shall constitute a waiver of any rights
or protections available to the Trustee under the Indenture.  Without in any way limiting the generality
of the preceding sentence, the Trustee will be entitled to the rights set forth
in Article 7 of the Indenture in performing any of its duties under this
Agreement.


 


(c)                                  The recitals herein shall not be
considered as made by, or imposing any obligations or liability upon, the
Trustee.  The Trustee makes no
representations as to the value, condition or sufficiency of the Redemption Account,
or any part thereof, or as to the title of the Issuers thereto, or as to the
security afforded thereby or hereby, and the Trustee shall not incur any
liability or responsibility in respect to any of such matters.


 


Section 7.  Books and Records. 
The Trustee shall maintain full and complete records of all assets and
funds held by the Trustee from time to time under this Agreement, and of all
receipts and disbursements hereunder, and shall furnish reports thereof to the
Issuers upon their written request (but not more often than monthly).  The books and records of the Trustee
pertaining to this Agreement and the assets and funds held in the Redemption
Account hereunder shall be made available for examination by the Issuers and
their respective agents, attorneys and accountants from time to time during
normal business hours subject to such reasonable regulations or restrictions as
the Trustee may from time to time impose.


 


Section 8.  Trustee’s Authority to Make Investments. 
Except as provided in Sections 5 and 10 hereof, the Trustee shall have
no power or duty to invest any funds held under this Agreement or to sell,
transfer or otherwise dispose of the moneys held hereunder.


 


Section 9.  Insufficient Funds. 
If at any time the moneys (including investment proceeds thereof
representing principal) in the Redemption Account will not be sufficient to
make all payments required by this Agreement, the Trustee shall notify the
Issuers in writing, promptly upon obtaining actual knowledge of such
deficiency, the amount thereof and the reason therefore.  The Trustee shall have no other
responsibility regarding any such deficiency.


 


Section 10.  Temporary Investment. 
Moneys held by the Trustee which are not currently needed to make the
payments required by Section 5 of this Agreement shall be invested as
directed in writing by the Issuers (provided that the maturity date of any such
investments shall not be later than the Redemption Date), and interest earned
which is in excess of amounts needed to effect the redemption described herein
shall be paid over to the Issuers.


 


Section 11.  Termination. 
On the next business day following the Redemption Date, all moneys
remaining in the Redemption Account, if any, after payment of all amounts
payable therefrom as described in Section 5 of this Agreement (or
retention by the Trustee of amounts sufficient to make such payments not
theretofore made), and after


 


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payment of any amounts
owing to the Trustee under the Indenture, shall be paid over to the Issuers
pursuant to Section 4.01 of the Indenture.  Upon the payment of all amounts payable hereunder, this Agreement
and the rights hereby granted shall thereupon cease and terminate; provided,
however, that (a) the provisions of Section 6 (Rights and
Limitations of Liability), Section 12 (Fees and Expenses) and
Section 16 (Indemnity) shall survive the termination of this Agreement and
(b) that any amounts retained by the Trustee pursuant to the first parenthetical
of this Section 11 will be subject to Section 8.06 of the Indenture.


 


Section 12.  Fees and Expenses. 
Without in any way limiting the generality of Section 6(b) of this
Agreement, the Trustee will be entitled to the rights of compensation and
reimbursement of expenses, disbursements and advances set forth in
Article 7 of the Indenture in performing any of its duties under this
Agreement.


 


Section 13.  Amendments.  This
Agreement is made for the benefit of the Issuers and the holders from time to
time of the Securities, and it shall not be amended or repealed without the
written consent of all such Holders and the Trustee.  It is agreed and understood that any such amendments to or
repealing of this Agreement shall not affect the Redemption Account or the
irrevocable nature of the deposit of moneys therein.  Any such amendment must be set forth in a written agreement
supplemental to this Agreement, and the Trustee may conclusively rely upon an
opinion of counsel in form and substance satisfactory to the Trustee in determining
whether to enter into any such agreement supplemental to this Agreement.  Notwithstanding the foregoing, the Issuers
may amend or modify this Agreement without notice to or consent of any Holder
for any purpose set forth in Section 9.01 of the Indenture.


 


Section 14.  Resignation or Removal of Trustee. 
The resignation or removal of the Trustee from its capacity under this
Agreement shall be governed by Section 7.08 of the Indenture, which is
specifically incorporated herein by this reference thereto.


 


Section 15.  Severability; Headings. 
If any one or more of the covenants or agreements provided in this
Agreement on the part of any of the parties hereto to be performed should be
determined by a court of competent jurisdiction to be contrary to law, such
covenant or agreement shall be deemed and construed to be severable from the
remaining covenants and agreements herein contained and shall in no way affect
the validity of the remaining provisions hereof.  All paragraph headings included herein are for convenience of
reference only and shall not affect the interpretation of the provisions
hereof.


 


Section 16.  Indemnity.  Without in
any way limiting the generality of Section 6(b) of this Agreement, the
Trustee will be entitled to the rights of indemnification set forth in
Section 7.07 of the Indenture in performing any of its duties under this
Agreement.


 


Section 17.  Governing Law. 
This Agreement shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be governed by


 


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and construed, enforced
and administered in accordance with the laws of said State, without regard to
conflicts of laws principles thereof.


 


Section 18.  Counterparts. 
This Agreement may be executed in several counterparts, all of which
shall be regarded for all purposes as one original and shall constitute and be
but one and the same instrument.


 


Section 19.  Benefit.  This
Agreement shall be bind upon and inure to the benefit of the parties hereto and
their respective successors and assigns.


 


Section 20.  Notice.  Any notices
hereunder shall be in writing and shall be sent to the following addresses:


 


	
  To Trustee:

  	
  U.S. Bank National Association, as Trustee

  
	
   

  	
  225 Asylum Street, 23rd Floor

  
	
   

  	
  Goodwin Square

  
	
   

  	
  Hartford, Connecticut 06103

  
	
   

  	
  Attn: Corporate Trust Department

  
	
   

  	
  Fax:  860-241-6897

  
	
   

  	
   

  
	
  To the Issuers:

  	
  Eldorado Resorts LLC

  
	
   

  	
  345 North Virginia Street

  
	
   

  	
  Reno, Nevada 89501

  
	
   

  	
  Attention:  Chief Financial
  Officer

  
	
   

  	
  Fax:  775-348-7513

  



 


Notices
to the Trustee shall be deemed to be given when actually received by the
Trustee’s Corporate Trust Department. 
Whenever under the terms hereof the time for giving a notice or
performing an act falls upon a Saturday, Sunday, or banking holiday, such time
shall be extended to the next day on which Trustee is open for business.


 


Section 21.  Entire Agreement. 
This Agreement and the Indenture constitute the entire agreement of the
parties with respect to the subject matter hereof.


 


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IN
WITNESS WHEREOF, the parties hereto have each caused this Redemption Deposit
Agreement to be executed by a duly authorized officer as of the date first
above written.


 


	
   

  	
  ELDORADO
  RESORTS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Donald L. Carano

  
	
   

  	
   

  	
  Name:  Donald L. Carano

  
	
   

  	
   

  	
  Title:  Chief Executive Officer,

  
	
   

  	
   

  	
    President and Presiding Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary L. Carano

  
	
   

  	
   

  	
  Name:  Gary L. Carano

  
	
   

  	
   

  	
  Title:  Corporate Representative of

  
	
   

  	
   

  	
    Recreational Enterprises, Inc., Manager

  
	
   

  	
   

  
	
   

  	
  ELDORADO
  CAPITAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Donald L. Carano

  
	
   

  	
   

  	
  Name:  Donald L. Carano

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregg R. Carano

  
	
   

  	
   

  	
  Name:  Gregg R. Carano

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael M. Hopkins

  
	
   

  	
   

  	
  Name:
  Michael M. Hopkins

  
	
   

  	
   

  	
  Title:
  Vice President

  
				



 


ATTACHMENTS:


 


Schedule I  –  Securities Redeemed


Exhibit A  -  Notice of Redemption


 


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SCHEDULE I


 


SECURITIES
REDEEMED


 


I.                                         Securities
Redeemed


 


	
  Series/Tranche

  	
   

  	
  CUSIP

  	
   

  	
  Interest

  Rate(%)

  	
   

  	
  Interest
  Payment

  Dates

  	
   

  	
  Stated

  Maturity

  Date

  	
   

  	
  Principal
  Amount

  ($)

  
	
  10 1/2% Senior

  Subordinated Notes due 2006

  	
   

  	
  284710 AC 4

  	
   

  	
  10.5

  	
   

  	
  15 Feb, 15 Aug

  	
   

  	
  15 Aug 2006

  	
   

  	
  $

  	
  64,249,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total

  	
   

  	
  $

  	
  64,249,000

  



 


II.                                     Principal,
Premium and Interest Payments on Redeemed Securities


 


All
Securities are to be redeemed on May 21, 2004, before any interest payment date
on any series thereof.


 


	
  Series/Tranche

  	
   

  	
  CUSIP

  	
   

  	
  Principal/

  Premium/

  Interest

  	
   

  	
  Amount($)

  
	
  10 1/2% Senior

  Subordinated Notes due 2006

  	
   

  	
  284710 AC 4

  	
   

  	
  Principal

  Premium

  Interest

  	
   

  	
  $

  	
  64,249,000.00

  1,124,357.50  

  1,798,972.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Total

  	
   

  	
  $

  	
  67,172,329.50

  



 


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EXHIBIT
A


 




 





	
   

  	
   

  
	
  

  	
  NOTICE OF FULL OPTIONAL REDEMPTION

  
Eldorado Resorts LLC Eldorado Capital Corp.

  
	
   

  	
   

  
	
   

  	
  Senior Sub
  Notes Due 08-15-06

  



 


NOTICE IS
HEREBY GIVEN pursuant
to the terms of the Indenture dated as of July 31, 1996, between Eldorado
Resorts LLC Eldorado Capital Corp., as Issuer, and U.S. Bank N.A., as Trustee
or Agent,  that the bonds listed below
have been selected for Full Redemption on May 21, 2004 (the Redemption Date) at
a price of 101.75% of the principal amount (the Redemption Price) together with
interest accrued to the Redemption Date.


 


	
  *CUSIP

  	
   

  	
  Maturity

  	
   

  	
  Rate

  	
   

  	
  Amount

  	
   

  	
  Price

  	
   

  
	
  284710AC4

  	
   

  	
  08/15/2006

  	
   

  	
  10.50

  	
  %

  	
  $

  	
  64,249,000

  	
   

  	
  101.75

  	
  %

  
											



 


Payment of the Redemption
Price on the Bonds called for redemption will be paid only upon presentation
and surrender thereof in the following manner:


 


	
  If by
  Mail:(REGISTERED BONDS)

  	
   

  	
  If by
  Mail:(BEARER BONDS)

  	
   

  	
  If by
  Hand or Overnight Mail:

  
	
  U.S. Bank

  	
   

  	
  U.S. Bank

  	
   

  	
  U.S. Bank

  
	
  Corporate
  Trust Services

  	
   

  	
  Corporate
  Trust Services

  	
   

  	
  Corporate
  Trust Services

  
	
  P.O. Box 64111

  	
   

  	
  P.O. Box 64452

  	
   

  	
  60 Livingston Avenue

  
	
  St. Paul, MN 55164-0111

  	
   

  	
  St. Paul, MN 55164-0452

  	
   

  	
  1st Fl - Bond Drop Window

  
	
   

  	
   

  	
   

  	
   

  	
  St. Paul, MN 55107

  



 


1-800-934-6802


 


Bondholders presenting their
bonds in person for same day payment must
surrender their bond(s) by 1:00 P.M. on the Redemption Date and a check
will be available for pick up after 2:00 P.M.. 
Checks not picked up by 4:30 P.M. will be mailed out to the bondholder
via first class mail.  If payment of the
Redemption Price is to be made to the registered owner of the Bond, you are not
required to endorse the Bond to collect the Redemption Price.


 


Interest on the principal
amount designated to be redeemed shall cease to accrue on and after the
Redemption Date.


 


REQUIREMENT INFORMATION


 


For a list of redemption
requirements please visit our website at www.usbank.com/corporatetrust
and click on the “Bondholder
Information” link.


 


IMPORTANT NOTICE


 


Under the Jobs and Growth
Tax Relief Reconciliation Act of 2003 (the “Act”), 28% will be withheld if tax
identification number is not properly certified.


 












*The
Trustee shall not be held responsible for the selection or use of the CUSIP
number, nor is any representation made as to its correctness indicated in the
Redemption Notice.  It is included
solely for the convenience of the Holders.


 


	
   

  	
  By: U.S. Bank National Association

  
	
   

  	
  as Trustee or Agent

  
	
   

  
	
  Dated: April 20, 2004

  





 





 


Code:820439@4/19/2004 2:20:17 PM ns


 


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