|
Exhibit
10.44
SUPPLEMENTAL
INDENTURE
WHEREAS, Eldorado Casino
Shreveport Joint Venture, a Louisiana general partnership (the
“Partnership”) and Shreveport Capital Corporation, a
Louisiana corporation (together with the Partnership, the
“Issuers”), HCS I, Inc., a Louisiana corporation,
HCS II, Inc., a Louisiana corporation, and U.S. Bank National
Association, as trustee (the “Trustee”), entered into
an Amended and Restated Indenture dated as of July 21, 2005
(as amended by a Supplemental Indenture dated as of July 22, 2005
among Eldorado Shreveport #1, LLC, a Nevada limited liability
company (“ES#1”), the Issuers and the Trustee and a
Supplemental Indenture dated as of July 22, 2005 among
Eldorado Shreveport #2, LLC, a Nevada limited liability company
(collectively with ES#1, the “Guarantors”), the Issuers
and the Trustee, the “Indenture”);
WHEREAS, Section 9.02 of
the Indenture authorizes the amendment of the Indenture, other than
certain amendments specified in Section 9.02 of the Indenture,
by the Issuers, the Guarantors and the Trustee with the consent of
the holders of at least a majority in principal amount of the
Issuers’ then-outstanding 10% First Mortgage Notes due 2012
(the “Notes”) issued and outstanding under the
Indenture;
WHEREAS, the holders of
$112,122,375 principal amount (representing a majority in aggregate
principal amount) of the Notes outstanding have consented to the
amendment and restatement of Section 4.12 of the Indenture to
read as amended and restated hereby;
WHEREAS, the amendment and
restatement of Section 4.12 of the Indenture, as set forth
herein, is an amendment permitted by Section 9.02 of the
Indenture;
WHEREAS, the Issuers and the
Guarantors have provided to the Trustee the resolutions of their
respective Boards of Directors specified in Section 9.02 of
the Indenture and an Officers’ Certificate in accordance with
Section 14.04(a) of the Indenture;
WHEREAS, Wolf, Block, Schorr
and Solis-Cohen LLP, McDonald Carano Wilson LLP and Phelps Dunbar,
LLP have provided to the Trustee legal opinions with respect to
this Supplemental Indenture in accordance with
Section 14.04(b) of the Indenture; and
WHEREAS, Section 9.03 of
the Indenture requires that each amendment to the Indenture be set
forth in a supplemental indenture.
NOW, THEREFORE, in
consideration of the foregoing, the Issuers, the Guarantors and the
Trustee hereby agree as follows:
1. Section 4.12 of the
Indenture is amended and restated in its entirety to read as
follows:
“Section 4.12.
Transactions with Affiliates .
The Partnership shall not,
and shall not permit any of its Restricted Subsidiaries to, make
any payment to, or sell, lease, transfer or otherwise dispose of
any of its properties or assets to, or purchase any property or
assets f
|
