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Exhibit
10.41
AMENDMENT NO 1 TO
THE
FIFTH AMENDED AND
RESTATED
JOINT VENTURE AGREEMENT
OF
ELDORADO CASINO SHREVEPORT
JOINT VENTURE
(FORMERLY KNOWN
AS
THE “QUEEN OF NEW
ORLEANS AT THE
HILTON JOINT
VENTURE,” “QNOV” and
“HOLLYWOOD CASINO
SHREVEPORT”)
THIS AMENDMENT NO. 1 TO THE
FIFTH AMENDED AND RESTATED JOINT VENTURE AGREEMENT OF ELDORADO
CASINO SHREVEPORT JOINT VENTURE is entered into as of
November 29, 2007, by and among Eldorado Shreveport #1, LLC, a
Nevada limited liability company (“ Eldorado I
”), Eldorado Shreveport #2, LLC, a Nevada limited liability
company (“ Eldorado II ”), and Shreveport Gaming
Holdings, Inc., a Delaware corporation (“ SGHI
”). Unless the context otherwise requires, terms that are
capitalized and not otherwise defined shall have the meanings set
forth or cross-referenced in ARTICLE I of the Fifth Amended and
Restated Joint Venture Agreement of Eldorado Casino Shreveport
Joint Venture entered into as of July 22, 2005, by and among
Eldorado I, Eldorado II and SGHI (the “ Agreement
”).
PRELIMINARY
STATEMENT
A. The holders of a majority
in aggregate principal amount of the First Mortgage Notes consented
to an amendment and restatement of Section 4.12 of the Amended
and Restated Indenture, dated as of July 21, 2005 by and among
Eldorado Casino Shreveport Joint Venture (the “
Venture ”), Shreveport Capital Corporation (“
Capital ”), the guarantors listed on the signature
page thereof and U.S. Bank National Association, as trustee (as
amended, the “ Indenture ”) to exclude from the
provisions of Section 4.12 of the Indenture payments of
principal, premium, if any, and interest on the First Mortgage
Notes made in accordance with Section 4.01 of the
Indenture.
B. Section 4.12 of the
Indenture was amended and restated by a supplemental indenture,
dated November 15, 2007 by and among the Venture, Capital,
Eldorado I, Eldorado II and U.S. Bank National Association, as
trustee, to exclude from the provisions of Section 4.12 of the
Indenture payments of principal, premium, if any, and interest on
the First Mortgage Notes made in accordance with Section 4.01
of the Indenture (the “ Supplemental Indenture
”).
C. Section 2.13 of the
Agreement includes a covenant similar to the one contained in
Section 4.12 of the Indenture prior to the execution of the
Supplemental Indenture.
D. Eldorado I, Eldorado II
and SGHI desire to amend and restate Section 2.13 of the
Agreement to permit payments of principal, premium, if any, and
interest on First Mortgage Notes held by Affiliates in accordance
with the terms of the Indenture as amended by the Supplemental
Indenture and without the necessity of compliance with the
provisions of Section 2.13 of the Agreement.
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