FOURTH AMENDMENT TO REIMBURSEMENT AND INDEMNIFICATION AGREEMENT AND LEASE AMENDMENT

THIS FOURTH AMENDMENT TO REIMBURSEMENT AND INDEMNICATION AGREEMENT AND LEASE AMENDMENT (hereinafter “Amendment”) is entered into this 1 day of June, 2011, by and between ELDORADO RESORTS LLC, a Nevada limited liability company (hereinafter “Eldorado”), and CS&Y ASSOCIATES, a Nevada general partnership (hereinafter (“CS&Y”).

This Amendment is entered into upon the basis of the following facts, understandings and intentions of the parties:

same extent as provided in the Original Reimbursement Agreement, the First Amendment to Reimbursement Agreement and the Second Amendment to Reimbursement Agreement.

NOW, THEREFORE, in consideration of the execution of the Deeds of Trust and other valuable consideration, Eldorado and CS&Y hereby agree as follows:

1. Subordination of Lease. CS&Y agrees to execute and deliver the Deeds of Trust encumbering the Premises as security for the Transaction, and any other documents or instruments that may be required by the Bank or the Bond Indenture to effectuate the Transaction and to encumber the Premises.

2. Subordination Fee. The annual Subordination Fee as set forth in Section 2 of the Third Amendment to Lease dated December 24, 1987 shall be amended to provide that the Annual Subordination Fee shall be $100,000.00 per year payable in advance during the term of the Bond Indenture, with the first payment due on close of the Bond Indenture.

3. Guaranty. Eldorado Shreveport Joint Venture, the owner and operator of Eldorado Shreveport, agrees to guarantee the payment requirements of Eldorado under the Lease as amended to and for the benefit of CS&Y in accordance with a separate Guaranty Agreement.

4. Condemnation. In the event that, during any period of time that the Deeds of Trust remain outstanding, there is a condemnation of all or any portion of the Premises and the Banks or Bond Holders receive all or any portion of any award, damages or other payment or settlement made in connection with, or arising out of, such condemnation (collectively, a “Condemnation Award”), and if the Banks do not immediately reimburse and pay to CS&Y the value of CS&Y’s fee interest in the Premises as it may appear and be valued at the time of the Condemnation Award (the “Premises Value”), then Eldorado shall, within 30 days of payment of such Condemnation Award, reimburse and pay to CS&Y, in cash, that portion of the Condemnation Award which represents the Premises Value, calculated and determined as being encumbered by the Lease (as such value is reasonably determined by CS&Y), and Eldorado shall indemnify, defend, protect and hold CS&Y harmless from and against any and

all loss, costs, expenses or fees (including reasonable attorneys fees) incurred by CS&Y in connection with the condemnation and the Condemnation Award. Eldorado shall have the option of paying to CS&Y all amounts payable under this Section 2 in full in cash or may amortize such payment over a five (5) year period, together with interest at the prime rate or reference rate of the Bank ofAmerica, N.T. & S.A. as published from time to time, plus one percent (1%).

5. Partial Release. The parties acknowledge that the Deeds of Trust encumber the Eldorado Property, which is described in the Deeds of Trust. Eldorado hereby agrees that Eldorado shall not request or seek the full or partial release or reconveyance of the Eldorado from the lien of the Deeds of Trust without obtaining CS&Y’s prior written consent, which consent may be withheld in the sole and absolute discretion of CS&Y; provided, however, that if, as of the date of the release of reconveyance, the maximum permitted principal amount of the Loan (excluding Protective Advances, as defined in the Deed of Trust) is not in excess of 60% of the Fair Market Value (as defined in the Lease) of the portion of the Eldorado Property that will remain subject to the lien of the Deeds of Trust, then CS&Y shall be obligated to consent to such release or reconveyance; provided, further, however, that Eldorado shall have the right, without the consent of CS&Y, to obtain a release of a portion of Parcel 5 for road purposes (the “Road Portion”).

6. Successors and Assigns. The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

7. Severability. The unenforceability, invalidity or illegality of any provision hereof with respect to any person or circumstance shall not render the same provision unenforceable, illegal or invalid as to other persons or circumstances, or render other provisions unenforceable, invalid or illegal; in such event, the other provisions of this Agreement shall remain in full force and effect, unless enforcement of this Agreement as partially invalidated would be unreasonable or grossly inequitable under all circumstances or would frustrate the purposes of this Agreement.

8. Notices. All notices, demands, requests or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given or served if sent by (i) hand delivery, (ii) registered or certified mail, postage prepaid and return receipt requested, or (iii) telecopy, which shall be effective only if followed by registered or certified mail, and, in each case, addressed to the party intended at its respective address set forth below. Hand-delivery may be accomplished through the use of a reputable courier service, including, without limitation, Federal Express Company. By giving at least seven (7) days’ prior written notice thereof, any party shall have the right to change its address and specify any other address within the United States of America. The initial addresses of the parties are as follows:

All notices shall be deemed received on the date of hand-delivery or the date of receipt by the addresses thereof, as shown upon the return receipt. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice sent. In the case of a notice given by telecopy and followed by registered or certified mail, such notice shall be deemed given upon receipt of such telecopy.

9. Interpretation. The captions of this Agreement are provided for convenience of reference only and shall not be deemed to restrict or control the meaning of any provision hereof. References to a “party” or the “parties” shall mean CS&Y or Eldorado and their respective successors and assigns as herein specified. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and any prior correspondence, memoranda or agreement, whether oral or written, are replaced in their entirety by this Agreement. Provisions of this Agreement shall be construed reasonably, as a whole and in accordance with the express intent of the language of this Agreement and such construction shall not be presumed to be in favor of or against any party hereto, all in order to effectuate the intent of the parties. As used in this Agreement, the words “including” or “such as”, or words of similar import, when following any general statement shall not be construed to limit such statement to the specific items mentioned, whether or not language of non-limitation such as “without limitation” or “but not limited to”, or words of similar import, are used with reference thereto, bur rather shall be deemed to refer to all other terms or matters that could reasonably fall within the broadest possible scope of such statement.

10. Attorneys’ Fees. If any action or other proceeding (including arbitration) is commenced in order to obtain a declaration of rights or seek other relief hereunder or by reason of the transactions created hereby or otherwise arising out of this Agreement or any breach hereof, the prevailing party in such action or proceeding shall be entitled to an award of reasonable attorneys’ fees, in addition to costs of suit and such other relief as the court or other entity may grant.

11. Amendment. This Agreement may be modified only by a written instrument signed by the parties.

12. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Nevada.

13. Time. Time is of the essence of this Agreement and each and every provision thereof.

15. Counterparts. This Fourth Amendment may be signed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed but one agreement.