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 C
