**Exhibit 10.11**

AMENDMENT NO. 4 

TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

This Amendment No. 4 to Second Amended and Restated Credit Agreement dated as of March 28, 2007 (the “Amendment”) is executed by andamong Circus and Eldorado Joint Venture, a Nevada general partnership (“Borrower”), Bank of America, N.A., as Administrative Agent and the Lenders party to that certain Second Amended and Restated Credit Agreement dated as of March 5,2002 (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”) among Borrower, the Lenders referred to therein and Administrative Agent. Capitalized terms used but not defined herein are used with the meaningsset forth for those terms in the Credit Agreement. 

RECITALS 

A. The Obligations under the Credit Agreement are scheduled to mature on March 31, 2007. 

B. Borrower has requested that the Lenders extend the Credit Agreement maturity date to March 31, 2008, and otherwise amend the Credit Agreement onthe terms set forth below. 

C. The Lenders are willing to extend the maturity date of the Credit Agreement and to otherwise amend theCredit Agreement, in each case on the terms and conditions set forth herein. 

AGREEMENT 

NOW, THEREFORE, Borrower, Lenders and Administrative Agent hereby agree as follows: 

1. Extension. The parties hereto hereby amend the definition of “Maturity Date” set forth in Section 1.1 of the Credit Agreement inits entirety to read in full as follows: 

“Maturity Date” means March 31, 2008. 

2. Section 7.6 – Minimum Fixed Charge Coverage Ratio. The parties hereto hereby amend Section 7.6A of the Credit Agreement in itsentirety to read in full as follows: 

A. Minimum Fixed Charge Coverage Ratio. Borrower shall not permit the Fixed Charge CoverageRatio as of the last day of any Fiscal Quarter to be less than 1.10:1.00. 

3. Section 7.8—Capital Expenditures. The partieshereto hereby amend Section 7.8 of the Credit Agreement in its entirety to read in full as follows: 

Capital Expenditures.Borrower shall not, and shall not permit its Subsidiaries to, make or incur Capital Expenditures in any twelve month period in an aggregate amount which is in excess of $15,000,000. 

 

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4. Prepayments of Mortgage Notes. The parties hereto hereby amend Section 7.16 of the CreditAgreement in its entirety to read in full as follows: 

7.16 Prepayments of Mortgage Notes. Borrower shall not make any payment ofprincipal or interest in respect of the Mortgage Notes prior to the date when due, unless the following conditions precedent are satisfied: 

(a) the Borrower shall have delivered a certificate to the Administrative Agent demonstrating that, after giving pro forma effect to the proposed prepayment of the Mortgage Notes, Borrower will be in compliance with the covenants setforth in Section 7.6 of the Credit Agreement; 

(b) no Default or Event of Default shall have occurred and be continuing at the time ofsuch prepayment or would result from such prepayment; and 

(c) no Obligations under the Revolving Commitment (other than contingentobligations in respect of Letters of Credit) shall be outstanding immediately prior to, on or immediately after the date of such prepayment. 

5. Conditions Precedent to Any Draw on Line of Credit. In addition to the conditions set forth in Section 4 of the Credit Agreement, the obligations of Lenders to make Loans and the obligation of the Issuing Lender to provideLetters of Credit following the date hereof shall be subject to the Borrower’s prior delivery of a certificate to the Administrative Agent demonstrating that, after giving pro forma effect to the requested Loan or Letter of Credit, Borrowerwill be in compliance with the covenants set forth in Section 7.6 of the Credit Agreement. 

6. Conditions Precedent. Asconditions precedent to the effectiveness hereof, the Administrative Agent shall have received: 

(a) A counterpart of thisAmendment executed by Borrower and each Lender; 

(b) A written consent of guarantor in the form attached hereto as Exhibit Aexecuted by Silver Legacy Capital Corp., a Nevada corporation; 

(c) A written consent of pledgors in the form attachedhereto as Exhibit B executed by Galleon, Inc., a Nevada corporation, and Eldorado Limited Liability Company, a Nevada limited liability company; 

 

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(d) A counterpart of the Second Modification of Second Amended and Restated ConstructionDeed of Trust, Fixture Filing and Security Agreement with Assignment of Rents, substantially in the form of Exhibit C attached hereto, executed by Borrower and properly notarized; 

(e) A counterpart of the Modification of Second Amended and Restated Assignment of Rents and Revenues, substantially in the form ofExhibit D attached hereto, executed by Borrower and properly notarized; 

(f) A CLTA Form Indorsement 110.5 to the TitlePolicy; and 

(g) Upfront fees for the benefit of each Lender in an amount equal to 0.05% of such Lender’s share of theRevolving Commitment as of the effective date of this Amendment, which fees shall be fully-earned upon becoming due and payable, shall be non-refundable for any reason whatsoever and shall be in addition to any other fee, cost or expense payablepursuant to any other Loan Document. 

7. Confirmation. In all other respects, the Credit Agreement and the other Loan Documents arehereby confirmed. For the avoidance of doubt and without limiting the foregoing statement, Borrower hereby acknowledges and confirms that compliance with the covenants set forth in Section 7.6 of the Credit Agreement shall be requiredcommencing with the Fiscal Quarter ending March 31, 2007 and thereafter. 

8. Counterparts. This Amendment may be executed inany number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 

[Signature Page Follows] 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above bytheir duly authorized representatives. 

 

CIRCUS AND ELDORADO JOINT

VENTURE, aNevada general partnership
By: 
/s/ Stephanie Lepori
Name: Stephanie LeporiTitle: CFO
BANK OF AMERICA, N.A., as Administrative

Agent and Issuing Lender
By: 
/s/ Maurice E. Washington
Name: Maurice E. WashingtonTitle: Vice PresidentBANK OF AMERICA, N.A., as a LenderBy: 
/s/ Justin Lien
Name: Justin LienTitle: Vice PresidentU.S. BANK NATIONAL ASSOCIATION, as a LenderBy: 
/s/ Nicholas Butler
Name: Nicholas ButlerTitle: Vice President
 

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EXHIBIT A 

CONSENT OF GUARANTOR 

This Consent of Guarantor is delivered with reference to the Second Amendedand Restated Credit Agreement dated as of March 5, 2002, among Circus and Eldorado Joint Venture, a Nevada general partnership (“Borrower”), the Lenders referred to therein and Bank of America, N.A., as Administrative Agent (asamended, modified or supplemented prior to the date hereof, the “Credit Agreement). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. 

The undersigned (“Guarantor”) hereby (i) consents to the execution, delivery and performance of the proposed Amendment No. 4 toSecond Amended and Restated Credit Agreement, substantially in the form provided to the undersigned as a draft, and (ii) agrees that nothing contained therein shall diminish, alter, amend or otherwise affect any of Guarantor’s obligationsunder (a) the Guaranty dated as of March 5, 2002, executed by the Guarantor in favor of the Administrative Agent, (b) the Guarantor Security Agreement dated as of March 5, 2002, executed by the Guarantor in favor of theAdministrative Agent, (c) the Environmental Indemnity executed by the Borrower and Guarantor in favor of the Administrative Agent and (d) each other Loan Document executed by the Guarantor in favor of the Administrative Agent. Guarantorfurther ratifies and confirms that the Loan Documents to which it is a party shall continue in full force and effect and agrees that Guarantor shall continue to be liable under the Loan Documents to which it is a party in accordance with the termsthereof. Guarantor represents and warrants that it has no defense, counterclaim or offset right whatsoever with respect to its obligations under the Loan Documents to which it is a party and acknowledges that the execution of this Consent is notnecessary for the continued validity and enforceability of the Loan Documents to which it is a party. 

Dated as of March 28, 2007. 

 

SILVER LEGACY CAPITAL CORP.,

a Nevada corporation
By: 
/s/ Stephanie Lepori
Name: Stephanie LeporiTitle: Treasurer and Chief Accounting and Financial Officer
 

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EXHIBIT B 

CONSENT OF PLEDGORS 

This Consent of Pledgors is delivered with reference to the Second Amended andRestated Credit Agreement dated as of March 5, 2002, among Circus and Eldorado Joint Venture, a Nevada general partnership (“Borrower”), the Lenders referred to therein and Bank of America, N.A., as Administrative Agent (as amended,modified or supplemented prior to the date hereof, the “Credit Agreement). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. 

Each of the undersigned (each a “Pledgor”) hereby (i) consents to the execution, delivery and performance of the proposed AmendmentNo. 4 to Second Amended and Restated Credit Agreement, substantially in the form provided to the undersigned as a draft, and (ii) agrees that nothing contained therein shall diminish, alter, amend or otherwise affect any of Pledgor’sobligations under (a) the Pledge Agreement dated as of September 4, 2002, executed by the Peldgors in favor of the Administrative Agent, and (b) each other Loan Document executed by Pledgor in favor of the Administrative Agent. EachPledgor further ratifies and confirms that the Loan Documents to which it is a party shall continue in full force and effect and agrees that it shall continue to be liable under the Loan Documents to which it is a party in accordance with the termsthereof. Each Pledgor represents and warrants that it has no defense, counterclaim or offset right whatsoever with respect to its obligations under the Loan Documents to which it is a party and acknowledges that the execution of this Consent is notnecessary for the continued validity and enforceability of the Loan Documents to which it is a party. 

Dated as of March 28, 2007. 

 

GALLEON, INC.,

a Nevada corporation

By:
 
/s/ Bryan L. Wright

Name:
 Bryan L. Wright
Title:
 Assistant Secretary
ELDORADO LIMITED LIABILITY COMPANY,

a Nevada limited liability company

By:
 
/s/ Gary Carano

Name:
 Gary Carano
Title:
 President
 

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