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