Cahill Gordon & Reindel LLP Uses in Costs and Expenses Clause

Costs and Expenses from Amendment

AMENDMENT NO. 1 (this Amendment), dated as of March 28, 2017, by and among ELDORADO RESORTS, INC., a Nevada corporation (the Borrower), the Guarantors party thereto (the Guarantors), certain Lenders that execute and deliver a Consent to this Amendment (together, the Consenting Lenders), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent), hereby amends that certain Credit Agreement (the Credit Agreement), entered into as of July 23, 2015, by and among the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent.

Costs and Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including, without limitation, the fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent) in accordance with the terms of Section 12.3(a) of the Credit Agreement.

Costs and Expenses from Amendment

WHEREAS, the Borrower has entered into an Agreement and Plan of Merger, dated as of September 9, 2013 (as amended, the Merger Agreement) by and among Eldorado HoldCo LLC, a Nevada limited liability company (Eldorado), the Borrower, Eclair Holdings Company, a Nevada corporation and a direct wholly owned subsidiary of the Borrower (NewCo), Ridgeline Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of NewCo, Eclair Acquisition Company, LLC, a Nevada limited liability company and a direct wholly owned subsidiary of NewCo, and Thomas Reeg, Robert Jones and Gary Carano, as the member representative, pursuant to which the Borrower and Eldorado are entering into a strategic business combination, at the completion of which the Borrower and Eldorado will become wholly owned subsidiaries of NewCo, which will thereafter be renamed Eldorado Resorts, Inc. (the Transaction). Upon the consummation of the Transaction, NewCo will become the beneficial owner of more than 50

Costs and Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and Waiver and the other instruments and documents to be delivered hereunder, if any (including, without limitation, the reasonable fees and expenses of Cahill Gordon & Reindel LLP) in accordance with the terms of Section 10.3 of the Credit Agreement.

Costs and Expenses from Credit Agreement

AMENDMENT NO. 3, dated as of January 8, 2013 (this "Amendment No. 3"), to the Credit Agreement (as defined below) among Brocade Communications Systems, Inc., a Delaware Corporation, as Borrower (the "Borrower"), the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Costs and Expenses. To the extent contemplated by Section 10.04 of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent for its reasonable out of pocket expenses in connection with this Amendment No. 3 and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the Administrative Agent.

Costs and Expenses from Credit Agreement

AMENDMENT NO. 4, dated as of October 7, 2013 (this "Amendment No. 4"), to the Credit Agreement (as defined below) among Brocade Communications Systems, Inc., a Delaware Corporation, as Borrower (the "Borrower"), the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Costs and Expenses. To the extent contemplated by Section 10.04 of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent for its reasonable out of pocket expenses in connection with this Amendment No. 4 and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the Administrative Agent.

Costs and Expenses

AMENDMENT NO. 6, dated as of September 13, 2012 (this Amendment), to the Credit Agreement, dated as of July 27, 2010, as amended and restated on August 6, 2010, further amended and restated on September 21, 2010 and amended on September 28, 2010, February 17, 2011 and July 30, 2011 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), among TOMKINS, LLC (formerly known as Pinafore, LLC), a Delaware limited liability company (the LLC Co-Borrower), TOMKINS, INC. (formerly known as Pinafore, Inc.), a Delaware corporation (the Corporate Co-Borrower and, together with the LLC Co-Borrower, the Borrower), PINAFORE HOLDINGS B.V., a private limited liability company (besloten vennootschap) organized in the Netherlands, as Holdings, the Guarantors party thereto from time to time, CITIBANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, CITICORP USA, INC., as Collateral Agent, each lender from time to time par

Costs and Expenses. To the extent contemplated by Section 10.04 of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent for its reasonable out of pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent, the Joint Bookrunners and Joint Lead Arrangers.

Costs and Expenses from First Lien Intercreditor Agreement

This SECOND AMENDMENT TO FIRST LIEN INTERCREDITOR AGREEMENT (this Amendment) is dated as of December 20, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the Borrower), the Grantors party to the First Lien Intercreditor Agreement, JPMorgan Chase Bank, N.A., as collateral agent for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, the Collateral Agent), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Revolving Secured Parties (in such capacities and together with its successors in such capacities, the Revolving Agent) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Term Loan Secured Parties (in such capacities and together with its successors in such capacities, the Term Loan Agent). Reference is made to the First Lien Intercreditor Agreement dated as of May 3, 2012 (as amended pursuant to that certain First Amendment to First Lien Intercreditor Agree

Costs and Expenses. Borrower agrees to reimburse the Administrative Agent, each other Agent and each Lender for their respective reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the unpaid reasonable fees, charges and disbursements of counsel acting from time to time as primary counsel for the Agents (including Cahill Gordon & Reindel LLP and Cadwalader, Wickersham & Taft LLP) and, to the extent reasonably necessary or advisable, additional local counsel in New Jersey) and counsel acting from time to time as primary counsel for certain of the Lenders.

Costs and Expenses from Amendment to Credit Agreement

This SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment) is dated as of August 22, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the Borrower), the Guarantors party to the Credit Agreement, the Lenders party hereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the Administrative Agent) and as collateral agent for the Secured Parties (in such capacity, the Collateral Agent). Reference is made to the Credit Agreement dated as of February 17, 2011 (as amended by that certain First Amendment to Credit Agreement dated as of May 3, 2012 (the First Amendment), the Credit Agreement), among the Borrower, the Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties thereto. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement (as amended by this Amendment).

Costs and Expenses. Borrower agrees to reimburse the Administrative Agent for its and the other Agents reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Agents.

Costs and Expenses from First Lien Intercreditor Agreement

This FIRST AMENDMENT TO FIRST LIEN INTERCREDITOR AGREEMENT (this Amendment) is dated as of August 22, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the Borrower), the Grantors party to the First Lien Intercreditor Agreement, JPMorgan Chase Bank, N.A., as collateral agent for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, the Collateral Agent), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Revolving Secured Parties (in such capacities and together with its successors in such capacities, the Revolving Agent) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Term Loan Secured Parties (in such capacities and together with its successors in such capacities, the Term Loan Agent). Reference is made to the First Lien Intercreditor Agreement dated as of May 3, 2012 (the First Lien Intercreditor Agreement), among the Borrower, the Grantors, the Revolving

Costs and Expenses. Borrower agrees to reimburse the Collateral Agent, Revolving Agent and Term Loan Agent for their reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Collateral Agent, Revolving Agent and Term Loan Agent.

Costs and Expenses

INCREMENTAL FACILITY AMENDMENT, dated as of August 22, 2012 (this Incremental Amendment), among REVEL AC, INC., a Delaware corporation (the Borrower), certain subsidiaries of Borrower party hereto (collectively, the Guarantors and each a Guarantor), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities, the Agent), and each lender party hereto (each, individually, an Additional Lender and, collectively, the Additional Lenders), to the Credit Agreement, dated as of May 3, 2012 (as amended as of August 22, 2012 and as further amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement) among the Borrower, the Guarantors, the Agent, each lender from time to time party thereto (collectively, the Lenders and each, a Lender) and the other parties thereto. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

Costs and Expenses. Borrower agrees to promptly reimburse or pay all out-of-pocket expenses (including (i) the reasonable legal fees and expenses of Cahill Gordon & Reindel LLP, special counsel to the Agents, Gibbons P.C., special New Jersey counsel to the Agents, and Michael & Carroll P.C., special gaming counsel to the Agents and (ii) the reasonable legal fees and expenses of Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel to The Capital Group Companies, Inc. and (iii) the fees and expenses of any consultants and other advisors) required to be reimbursed or paid by Borrower hereunder or under any other Loan Document

Costs and Expenses from Amendment to Credit Agreement

This FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) is dated as of May 3, 2012, and entered into among Revel AC, Inc., a Delaware corporation (the Borrower), the Guarantors party to the Credit Agreement, the Lenders party hereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the Administrative Agent) and as collateral agent for the Secured Parties. Reference is made to the Credit Agreement dated as of February 17, 2011 (the Credit Agreement), among the Borrower, the Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties thereto. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement (as amended by this Amendment).

Costs and Expenses. Borrower agrees to reimburse the Administrative Agent for its and the other Agents reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Agents.