AMENDMENT NO. 4
This AMENDMENT NO. 4, dated as of June 15, 2020 (this Amendment), is entered into by and among ELDORADO RESORTS, INC., a Nevada corporation (the Borrower), the Guarantors (as defined in the Credit Agreement described below) party hereto, the Lenders (as defined below) party hereto and JPMORGAN CHASE BANK, N.A. as administrative agent (in such capacity, the Administrative Agent) under the Credit Agreement (as defined below), and effective as of the Effective Date (as defined below). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, reference is hereby made to that certain Credit Agreement, dated as of April 17, 2017, by and among EAGLE II ACQUISITION COMPANY LLC, a Delaware limited liability company (which on the May 1, 2017 was succeeded by the Borrower, to continue as the Borrower on and after May 1, 2017), each lender from time to time party thereto (collectively, the Lenders) and the Administrative Agent (as supplemented by the Borrower Joinder Agreement dated as of May 1, 2017, entered into by and among the Borrower and the Administrative Agent, and as amended by (i) the Amendment Agreement, dated as of August 15, 2017, between the Borrower and the Administrative Agent, (ii) the Amendment Agreement No. 2, dated as of June 6, 2018, by and among the Borrower, the Guarantors party thereto, the Administrative Agent, and the Lenders party thereto, and (iii) the Incremental Joinder Agreement No. 1 and Amendment No. 3 to Credit Agreement, dated as of October 1, 2018, by and among the Borrower, the Guarantors party thereto, the Administrative Agent, the Lenders party thereto and the other parties party thereto, and as it may be amended, restated, replaced, supplemented or otherwise modified and in effect immediately prior to giving effect to the amendments contemplated by this Amendment, the Existing Credit Agreement and, after giving effect to the amendments contemplated by this Amendment, the Credit Agreement);
WHEREAS, the Borrower desires to make certain amendments to the Existing Credit Agreement; and
WHEREAS, the Consenting Lenders (as defined below) (constituting the Required Revolving Credit Lenders under the Existing Credit Agreement) and the Administrative Agent agree to make such amendments to the Existing Credit Agreement, subject to the conditions and on the terms set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AMENDMENTS TO EXISTING CREDIT AGREEMENT
SECTION 1. Consent of Lenders.
(a) Each Lender under the Existing Credit Agreement that executes and delivers a consent in substantially the form attached hereto as Annex I (a Consent and, each such Lender, a Consenting Lender) hereby irrevocably agrees to the amendments to the Existing Credit Agreement provided for herein, with respect to all of such Consenting Lenders Loans and Commitments.