Letter Agreement (2003)Full Document 

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Date:

08APR03

Our Reference No.   3059507

Internal Tracking Nos.       7419286

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Circus and Eldorado Joint Venture and Bank of America, N.A. (each a party and together the parties) on the Trade Date specified below (the Transaction). This letter agreement constitutes a Confirmation as referred to in the lSDA Master Agreement specified in paragraph 1 below (the Agreement).

The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the Definitions) are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

1.     This Confirmation evidences a complete binding agreement between the parties as to the terms of the Transaction to which this Confirmation relates. In addition, the parties agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the ISDA Form), with such modifications as the parties will in good faith agree. Upon the execution by the parties of such an agreement, this Confirmation will supplement, form a part of, and be subject to that agreement. All provisions contained or incorporated by reference in that agreement upon its execution will govern this Confirmation except as expressly modified below. Until the parties execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a Confirmation) confirming transactions (each a Transaction) entered into between the parties (notwithstanding anything to the contrary in a Confirmation), shall supplements form a part of, and be subject to an agreement in the form of the ISDA Form as if the parties had executed an agreement in such form (but without any Schedule) on the Trade Date of the first such Transaction between the parties. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.

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