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Exhibit
10.7
SUPPLEMENTAL
INDENTURE
WHEREAS, Eldorado Resorts
LLC, a Nevada limited liability company, and Eldorado Capital
Corp., a Nevada corporation (collectively the
“Issuers”), and U.S. Bank National Association, as
trustee (the “Trustee”), entered into an Indenture
dated as of April 20, 2004, which has been amended by
Supplemental Indentures dated as of August 11, 2005 and
November 21, 2006 (as amended, the
“Indenture”);
WHEREAS, Section 9.02(a)
of the Indenture authorizes the amendment of the Indenture, other
than amendments specified in Section 9.02(b) of the Indenture,
by the Issuers and the Trustee with the written consent of the
holders of at least a majority in aggregate principal amount of the
Issuers’ then-outstanding 9% Senior Notes due 2014 (the
“Notes”) issued and outstanding under the
Indenture;
WHEREAS, the holders of
$64,475,000 principal amount (representing a majority in aggregate
principal amount) of the Notes have executed a Consent and Waiver
of Noteholders dated as of August 28, 2007 (the
“Consent”) which consents to an amendment to the
Indenture, which is not an amendment specified in
Section 9.02(b) of the Indenture;
WHEREAS, the Issuers have
provided to the Trustee an Officers’ Certificate required by
Section 10.04(1) of the Indenture with respect to this
Supplemental Indenture;
WHEREAS, Wolf, Block, Schorr
and Solis-Cohen LLP and McDonald Carano Wilson LLP have provided to
the Trustee the legal opinions required by Sections 9.09 and
10.04(2) of the Indenture with respect to this Supplemental
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 and the Trustee hereby
agree as follows:
1. Section 4.12 of the
Indenture is amended to read in its entirety as follows:
Limitations on
Transactions with Affiliates .
The Issuers shall not, and
shall not permit any of their 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 (except
Development Property) or assets from, or enter into or make or
amend (for the purpose of increasing the obligations of either
Issuer or their Restricted Subsidiaries thereunder or decreasing
the obligations of any Affiliate thereunder without a commensurate
decrease of the obligations of such Issuer or such Restricted
Subsidiary thereunder) any contract, agreement, understanding,
loan, advance or guaranty with, or for the benefit of, any
Affiliate (each of the foregoing, an “Affiliate
Transaction”), unless (i) suc
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