BORROWER JOINDER AND ASSUMPTION AGREEMENT May 1, 2017Borrower Joinder and Assumption Agreement • May 1st, 2017 • Eldorado Resorts, Inc. • Hotels & motels • New York
This Borrower Joinder and Assumption Agreement, dated as of May 1, 2017 (this “Borrower Joinder Agreement”), is made by Eldorado Resorts, Inc., a Nevada corporation (the “Borrower”), Isle of Capri Casinos LLC (formerly known as Eagle II Acquisition Company LLC), a Delaware limited liability company (the “Initial Borrower”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”) for itself and on behalf of the Lenders (as defined below) from time to time party to the Credit Agreement (as defined below).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • May 1st, 2017 • Eldorado Resorts, Inc. • Hotels & motels • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 1, 2017, among ISLE OF CAPRI CASINOS LLC, a Delaware limited liability company, BLACK HAWK HOLDINGS, L.L.C., a Colorado limited liability company, CCSC/BLACKHAWK, INC., a Colorado corporation, IC HOLDINGS COLORADO, INC., a Colorado corporation, IOC – BLACK HAWK DISTRIBUTION COMPANY, LLC, a Colorado limited liability company, ISLE OF CAPRI BLACK HAWK, L.L.C., a Colorado limited liability company, IOC – BOONVILLE, INC., a Nevada corporation, IOC – CARUTHERSVILLE, LLC, a Missouri limited liability company, IOC – KANSAS CITY, INC., a Missouri corporation, IOC – CAPE GIRARDEAU LLC (f/k/a Midwest Region Development, LLC), a Missouri limited liability company, IOC – LULA, INC. a Mississippi corporation, RAINBOW CASINO – VICKSBURG PARTNERSHIP, L.P., a Mississippi limited partnership, IOC BLACK HAWK COUNTY, INC., an Iowa corporation, ISLE OF CAPRI BETTENDORF, L.C., an Iowa limited-liability company, IOC HOLDINGS, L.L
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2017 • Eldorado Resorts, Inc. • Hotels & motels • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 1, 2017, by and among Eldorado Resorts, Inc., a Nevada corporation (the “Company”), Recreational Enterprises, Inc., a Nevada corporation (“REC”), GFIL Holdings, LLC, a Delaware limited liability company (“GFIL”), the shareholders listed on Schedule A hereto (each a “Goldstein Holder” and collectively the “Goldstein Holders”), and together with REC, GFIL and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6(e) of this Agreement, a “Shareholder” and collectively the “Shareholders”). The Company and the Shareholders are referred to collectively herein as the “Parties.”
GUARANTY AGREEMENTGuaranty Agreement • May 1st, 2017 • Eldorado Resorts, Inc. • Hotels & motels • New York
This GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of May 1, 2017 by ELDORADO RESORTS, INC., a Nevada corporation (the “Borrower”), ISLE OF CAPRI CASINOS LLC, a Delaware limited liability company, ELDORADO HOLDCO LLC, a Nevada limited liability company, MTR GAMING GROUP, INC., a Delaware corporation, ELDORADO RESORTS LLC, a Nevada limited liability company, ELDORADO SHREVEPORT #1, LLC, a Nevada limited liability company, ELDORADO SHREVEPORT #2, LLC, a Nevada limited liability company, MOUNTAINEER PARK, INC., a West Virginia corporation, PRESQUE ISLE DOWNS, INC., a Pennsylvania corporation, SCIOTO DOWNS, INC., an Ohio corporation, ELDORADO CASINO SHREVEPORT JOINT VENTURE, a Louisiana partnership, ELDORADO LIMITED LIABILITY COMPANY, a Nevada limited liability company, CIRCUS AND ELDORADO JOINT VENTURE, LLC, a Nevada limited liability company, CC – RENO LLC, a Nevada limited liability company, CCR NEWCO LLC, a N
SUPPLEMENTAL INDENTURESupplemental Indenture • May 1st, 2017 • Eldorado Resorts, Inc. • Hotels & motels • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of May 1, 2017 among Eagle II Acquisition Company LLC, a Delaware limited liability company (the “Escrow Issuer”), Eldorado Resorts, Inc., a Nevada corporation (the “New Issuer”), each of the parties that are signatories hereto as Guarantors (collectively, together with Escrow Issuer, the “New Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
