Carano Uses in Closing Clause

Closing from Call Agreement

THIS PUT-CALL AGREEMENT (the Agreement) is entered into as of December 14, 2007, by and among the following parties (collectively, the Parties, or, individually, a Party):

Closing. Upon Purchasers exercise of its Put as provided in Section 2.01, the transaction shall close on or before the first anniversary of the Option Notice unless a delay is required to obtain any necessary approvals from the applicable Gaming Authorities. All parties agree to proceed in good faith and with due diligence to close any such transaction. At closing, the purchase price shall be paid in full, in cash, by Carano.

Closing from Amended and Restated Purchase Agreement

THIS AMENDED AND RESTATED PURCHASE AGREEMENT (the Agreement) is entered into as of July 20, 2007, by and among ELDORADO RESORTS LLC, a Nevada limited liability company (the Company); NGA ACQUISITIONCO, LLC, a Nevada limited liability company (Purchaser); and DONALD L. CARANO (Carano) for the purpose of amending and restating in its entirety the Purchase Agreement entered into as of July 20, 2007, by and among the Company, Purchaser and Carano (collectively the Parties, or, individually, the Party).

Closing. Subject to the satisfaction of the conditions in ARTICLE V, the closing of the purchase and sale of the Purchased Interest (the Closing) shall occur on the tenth (10th) Business Day following satisfaction or waiver of all of the conditions in Sections 5.01(ii), 5.01(iii) and 5.01(v) hereof (such date or a subsequent date as of which the Closing shall be effected as hereinafter provided being referred to herein as the Closing Date). The Closing shall take place at the offices of McDonald Carano Wilson LLP, 100 West Liberty Street, 10th Floor, Reno, Nevada 89501, at 10:00 a.m., local time, on the Closing Date. In the event that on the Closing Date specified in this Section 2.03, or any subsequent date agreed upon as a Closing Date, all of the conditions to the Parties respective obligations to close, as set forth in ARTICLE V hereof, have not then been satisfied or waived (other than those conditions that by their terms may only be satisfied on the Closing Date), the Closing Date shall be postponed until the same time on any subsequent date agreeable to the Parties. At the Closing the following shall occur:

Closing from Call Agreement

THIS PUT-CALL AGREEMENT (the Agreement) is entered into as of , 2007, by and among the following parties (collectively, the Parties, or, individually, a Party):

Closing. Upon Purchasers exercise of its Put as provided in Section 2.01, the transaction shall close on or before the first anniversary of the Option Notice unless a delay is required to obtain any necessary approvals from the applicable Gaming Authorities. All parties agree to proceed in good faith and with due diligence to close any such transaction. At closing, the purchase price shall be paid in full, in cash, by Carano.

Closing from Purchase Agreement

THIS PURCHASE AGREEMENT (the Agreement) is entered into as of July 20, 2007, by and among the following parties (collectively, the Parties, or, individually, the Party):

Closing. Subject to the satisfaction of the conditions in ARTICLE V, the closing of the purchase and sale of the Purchased Interest (the Closing) shall occur on the tenth (10th) Business Day following satisfaction or waiver of all of the conditions in Sections 5.01(ii), 5.01(iii) and 5.01(v) hereof (such date or a subsequent date as of which the Closing shall be effected as hereinafter provided being referred to herein as the Closing Date). The Closing shall take place at the offices of McDonald Carano Wilson LLP, 100 West Liberty Street, 10th Floor, Reno, Nevada 89501, at 10:00 a.m., local time, on the Closing Date. In the event that on the Closing Date specified in this Section 2.03, or any subsequent date agreed upon as a Closing Date, all of the conditions to the Parties respective obligations to close, as set forth in ARTICLE V hereof, have not then been satisfied or waived (other than those conditions that by their terms may only be satisfied on the Closing Date), the Closing Date shall be postponed until the same time on any subsequent date agreeable to the Parties. At the Closing the following shall occur: