Caesars Entertainment, Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 9th, 2020 • Caesars Entertainment, Inc. • Hotels & motels • Delaware

This Indemnification Agreement (“Agreement”) is made as of ___, 20__, by and between Caesars Entertainment, Inc., a Delaware corporation (the “Company”), and _________________________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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CAESARS ENTERTAINMENT, INC., as the Company Subsidiary Guarantors party hereto 6.000% SENIOR NOTES DUE 2032 INDENTURE Dated as of October 17, 2024 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
Indenture • October 17th, 2024 • Caesars Entertainment, Inc. • Hotels & motels • New York

INDENTURE dated as of October 17, 2024, among CAESARS ENTERTAINMENT, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto from time to time and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 3rd, 2023 • Caesars Entertainment, Inc. • Hotels & motels • Nevada

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2022 (the “Effective Date”), by and between Caesars Enterprise Services, LLC, a Delaware limited liability company (the “Company”), and Stephanie Lepori (the “Executive”).

MASTER LEASE
Master Lease • October 1st, 2018 • Eldorado Resorts, Inc. • Hotels & motels • New York

This MASTER LEASE (the “Master Lease”) is entered into as of October 1, 2018, by and among GLP CAPITAL, L.P. (together with its permitted successors and assigns, “GLPC”), and TROPICANA AC SUB CORP. (together with its permitted successors and assigns, “Tropicana AC Sub”, and collectively with GLPC, “Landlord”), and TROPICANA ENTERTAINMENT, INC., a Delaware corporation (together with its permitted successors and assigns, “TEI”), and TROPICANA ATLANTIC CITY CORP. ( together with its permitted successors and assigns (“NJ Operator”, and collectively with TEI, “Tenant”).

ELDORADO RESORTS, INC. $500,000,000 6% Senior Notes due 2025 UNDERWRITING AGREEMENT
Underwriting Agreement • September 13th, 2017 • Eldorado Resorts, Inc. • Hotels & motels • New York

Eldorado Resorts, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $500,000,000 principal amount of its 6% Senior Notes due 2025 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of March 29, 2017 (the “Base Indenture”) among the Company (as successor in interest to Eagle II Acquisition Company LLC (the “Escrow Issuer”) pursuant to that certain Supplemental Indenture dated as of May 1, 2017 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), the guarantors listed in Schedule 2 hereto (the Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on a senior basis by each of the Guarantors (the “Guarantees”). The Securities and the Company’s existing 6% Senior Notes due 2025 issued prior to the Closing Date,

INCREMENTAL ASSUMPTION AGREEMENT NO. 1
Incremental Assumption Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York

CREDIT AGREEMENT dated as of December 22, 2017 (this “Agreement”), among CAESARS RESORT COLLECTION, LLC, a Delaware limited liability company (the “Initial Borrower”), each other BORROWER party hereto from time to time, the LENDERS party hereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties.

GUARANTY
Guaranty of Lease • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York

This GUARANTY OF LEASE (this “Guaranty”), is made and entered into as of the 20th day of July, 2020 by and among ELDORADO RESORTS, INC., a Nevada corporation (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date hereof, following the making by Guarantor of this Guaranty) (together with its successors and permitted assigns, “Guarantor”), CPLV Property Owner LLC, a Delaware limited liability company (“CPLV Landlord”) and Claudine Propco LLC, a Delaware limited liability company (“HLV Landlord”; CPLV Landlord and HLV Landlord, together with their respective successors and permitted assigns, collectively, “Landlord”).

VOTING AGREEMENT
Voting Agreement • September 22nd, 2016 • Eldorado Resorts, Inc. • Hotels & motels • Delaware

THIS VOTING AGREEMENT (this “Agreement”), dated as of September 19, 2016, is entered into by and among Eldorado Resorts, Inc., a Nevada corporation (“Parent”), Isle of Capri Casinos, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

NeoGames S.A. 3,457,346 Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • September 20th, 2021 • Caesars Entertainment, Inc. • Hotels & motels • New York

Caesars Entertainment, Inc. (the “Selling Shareholder”) proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), and the Underwriters, acting severally and not jointly, agree to purchase, an aggregate of 3,457,346 ordinary shares (the “Firm Shares”), no par value per share (“Ordinary Shares”), of the NeoGames S.A., a Luxembourg public limited liability company (société anonyme) (the “Company”). The Selling Shareholder also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 518,601 Ordinary Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.

FIRST AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 30th, 2024 • Caesars Entertainment, Inc. • Hotels & motels

This First Amendment to the Amended and Restated Executive Employment Agreement (the “Amendment”) is entered into as of January 26, 2024 (the “Effective Date”), by and between Caesars Enterprise Services, LLC, a Delaware limited liability company (the “Company”), and Edmund Quatmann (the “Executive”).

SECOND AMENDMENT TO LEASE (JOLIET)
Lease Amendment • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • Illinois

THIS LEASE (JOLIET) (this “Lease”) is entered into as of October 6, 2017, by and among HARRAH’S JOLIET LANDCO LLC (together with its successors and permitted assigns, “Landlord”), DES PLAINES DEVELOPMENT LIMITED PARTNERSHIP (together with its successors and permitted assigns, “Tenant”) and, solely for the purposes of the last paragraph of Section 1.1, Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).

SECOND AMENDMENT TO LEASE (CPLV)
Lease • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • Nevada

THIS LAS VEGAS LEASE (this “Lease”) is entered into as of October 6, 2017, by and among CPLV Property Owner LLC, a Delaware limited liability company (“CPLV Landlord”), and Claudine Propco LLC, a Delaware limited liability company (“HLV Landlord”, and together with CPLV Landlord, collectively, or if the context clearly requires, individually, together with their respective successors and permitted assigns, “Landlord”), Desert Palace LLC, a Nevada limited liability company, Caesars Entertainment Operating Company, Inc., a Delaware corporation, CEOC, LLC, a Delaware limited liability company (as successor by merger to Caesars Entertainment Operating Company, Inc.) (collectively, “CPLV Tenant”), and Harrah’s Las Vegas, LLC, a Nevada limited liability company (“HLV Tenant”, and together with CPLV Tenant, collectively, or if the context clearly requires, individually, and together with their respective successors and permitted assigns, “Tenant”) and, solely for the purposes of the last para

PURCHASE AND SALE AGREEMENT by and between ELDORADO RESORTS, INC., a Nevada corporation and a Delaware limited partnership Harrah’s New Orleans New Orleans, Louisiana Effective Date: September 26, 2019
Purchase and Sale Agreement • September 26th, 2019 • Eldorado Resorts, Inc. • Hotels & motels • Louisiana

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of September 26, 2019 (the “Effective Date”) by and between ELDORADO RESORTS, INC., a Nevada corporation (“Eldorado”), having an office at 100 West Liberty Street, Suite 1150, Reno, Nevada 89501, and VICI PROPERTIES L.P., a Delaware limited partnership (“Buyer”), having an office at c/o VICI Properties Inc., 430 Park Avenue, 8th Floor, New York, New York 10022.

SECOND AMENDED AND RESTATED PUT-CALL RIGHT AGREEMENT
Put-Call Right Agreement • September 18th, 2020 • Caesars Entertainment, Inc. • Hotels & motels • Nevada

THIS SECOND AMENDED AND RESTATED PUT-CALL RIGHT AGREEMENT (this “Agreement”) is entered into as of September 18, 2020, by and among CLAUDINE PROPCO LLC, a Delaware limited liability company (together with its successors and permitted assigns, “VICI”), and CAESARS CONVENTION CENTER OWNER, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Owner”). VICI and Owner are together referred to herein as the “Parties”, and each individually, a “Party”.

ELDORADO RESORTS, INC. 18,000,000 Shares of Common Stock, $0.00001 par value per share (plus an option to purchase from the Company up to 2,700,000 shares of Common Stock) UNDERWRITING AGREEMENT
Underwriting Agreement • June 19th, 2020 • Eldorado Resorts, Inc. • Hotels & motels • New York

As described in the Time of Sale Information (as defined below) and the Prospectus (as defined below), the Shares are being issued in connection with the proposed merger of Colt Merger Sub, Inc., a Delaware corporation (the “Escrow Issuer”) and wholly owned subsidiary of the Company with and into Caesars Entertainment Corporation, a Delaware corporation (“Caesars”), with Caesars continuing as the surviving corporation (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of June 24, 2019, by and among the Company, Caesars and the Escrow Issuer (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as it may be further amended from time to time, the “Merger Agreement”).

INTEREST PURCHASE AGREEMENT dated as of April 15, 2018 by and among MGM ELGIN SUB, INC., ILLINOIS RBG, L.L.C., as Sellers, ELGIN RIVERBOAT RESORT – RIVERBOAT CASINO, as Company, ELDORADO RESORTS, INC., as Buyer, ELGIN HOLDINGS I LLC, ELGIN HOLDINGS II...
Interest Purchase Agreement • April 16th, 2018 • Eldorado Resorts, Inc. • Hotels & motels • New York

This INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2018, by and among ELGIN RIVERBOAT RESORT – RIVERBOAT CASINO d/b/a GRAND VICTORIA CASINO, an Illinois partnership (the “Company”), MGM ELGIN SUB, INC., a Nevada corporation (“MGM Elgin”), ILLINOIS RBG, L.L.C., a Delaware limited liability company (“RBG” and, together with MGM Elgin, the “Sellers”), MGM RESORTS INTERNATIONAL, a Delaware corporation (“MGM” and, together with the Sellers, the “Seller Parties”), ELDORADO RESORTS, INC., a Nevada corporation (the “Buyer”), ELGIN HOLDINGS I LLC, a Delaware limited liability company (“Elgin Holdings I”), and ELGIN HOLDINGS II LLC, a Delaware limited liability company (“Elgin Holdings II” and, together with Elgin Holdings I, the “Buyer Purchasing Subsidiaries”). The Buyer and the Buyer Purchasing Subsidiaries are sometimes referred to herein individually as a “Buyer Party” and collectively, the “Buyer Parties”. Capitalized terms used herein and not othe

EIGHTH AMENDMENT TO LEASE
Lease • November 5th, 2021 • Caesars Entertainment, Inc. • Hotels & motels

This EIGHTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of September 3, 2021, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).

AMENDMENT No. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 1st, 2018 • Eldorado Resorts, Inc. • Hotels & motels • Nevada

This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of September 28, 2018, by and between Gary Carano, an individual (the “Executive”), and Eldorado Resorts, Inc. (the “Company”) and is effective January 1, 2019.

RIGHT OF FIRST REFUSAL AGREEMENT
Right of First Refusal Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York

RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of July 20, 2020 (the “Effective Date”), by and between ELDORADO RESORTS, INC., a Nevada corporation (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date hereof) (“Eldorado”), and VICI PROPERTIES L.P., a Delaware limited partnership (“Propco”).

RIGHT OF FIRST REFUSAL AGREEMENT
Right of First Refusal Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York

RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of July 20, 2020 (the “Effective Date”), by and between ELDORADO RESORTS, INC., a Nevada corporation (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date hereof) (“Eldorado”), and VICI PROPERTIES L.P., a Delaware limited partnership (“Propco”).

AGREEMENT AND PLAN OF MERGER by and among ELDORADO RESORTS, INC., DELTA MERGER SUB, INC., GLP CAPITAL, L.P. and TROPICANA ENTERTAINMENT INC. Dated as of April 15, 2018
Merger Agreement • April 16th, 2018 • Eldorado Resorts, Inc. • Hotels & motels • New York

This AGREEMENT AND PLAN OF MERGER, dated as of April 15, 2018 (this “Agreement”), is made by and among Eldorado Resorts, Inc., a Nevada corporation (“Parent”), Delta Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), GLP Capital, L.P., a Pennsylvania limited partnership (“Gamma” and together with Parent, the “Acquirors”), and Tropicana Entertainment Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 9.4 or as otherwise defined elsewhere in this Agreement.

FOURTH AMENDMENT TO LEASE
Lease • March 1st, 2021 • Caesars Entertainment, Inc. • Hotels & motels

This FOURTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of November 18, 2020, by and among CPLV PROPERTY OWNER LLC and CLAUDINE PROPCO LLC, each a Delaware limited liability company (collectively, and together with their respective successors and assigns, “Landlord”), DESERT PALACE LLC, a Nevada limited liability company, CEOC, LLC, a Delaware limited liability company (for itself and as successor by merger to Caesars Entertainment Operating Company, Inc., a Delaware corporation), and HARRAH’S LAS VEGAS, LLC, a Nevada limited liability company (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the last paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).

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BORROWER JOINDER AND ASSUMPTION AGREEMENT May 1, 2017
Borrower Joinder and Assumption Agreement • May 1st, 2017 • Eldorado Resorts, Inc. • Hotels & motels • New York

This Borrower Joinder and Assumption Agreement, dated as of May 1, 2017 (this “Borrower Joinder Agreement”), is made by Eldorado Resorts, Inc., a Nevada corporation (the “Borrower”), Isle of Capri Casinos LLC (formerly known as Eagle II Acquisition Company LLC), a Delaware limited liability company (the “Initial Borrower”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”) for itself and on behalf of the Lenders (as defined below) from time to time party to the Credit Agreement (as defined below).

THIRD AMENDMENT TO LEASE
Lease • November 9th, 2020 • Caesars Entertainment, Inc. • Hotels & motels

This THIRD AMENDMENT TO LEASE (this “Amendment”) is entered into as of September 30, 2020, by and among CPLV PROPERTY OWNER LLC and CLAUDINE PROPCO LLC, each a Delaware limited liability company (collectively, and together with their respective successors and assigns, “Landlord”), DESERT PALACE LLC, a Nevada limited liability company, CEOC, LLC, a Delaware limited liability company (for itself and as successor by merger to Caesars Entertainment Operating Company, Inc., a Delaware corporation), and HARRAH’S LAS VEGAS, LLC, a Nevada limited liability company (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the last paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).

SECOND AMENDMENT TO GOLF COURSE USE AGREEMENT
Golf Course Use Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York

THIS GOLF COURSE USE AGREEMENT (this “Agreement”) is entered into as of October 6, 2017, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC and Grand Bear LLC, each a Delaware limited liability company (collectively, and together with their respective successors and assigns, “Owner”), and Caesars Enterprise Services, LLC and CEOC, LLC, each a Delaware limited liability company (collectively, or if the context clearly requires, individually, and together with their respective successors and assigns, “User”), and, solely for purposes of Section 2.1(c) hereof, Caesars License Company, LLC, a Nevada limited liability company (“CLC”).

FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT ELDORADO RESORTS, INC. 2015 Equity Incentive Plan
Director Restricted Stock Unit Award Agreement • July 14th, 2015 • Eldorado Resorts, Inc. • Hotels & motels • Nevada

This DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is made as of the [ ] day of [ ], 20[ ] between Eldorado Resorts, Inc., a Nevada corporation (the “Company”), and [ ] (the “Participant”), and is made pursuant to the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

SIXTH AMENDMENT TO LEASE
Lease • November 9th, 2020 • Caesars Entertainment, Inc. • Hotels & motels

This SIXTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of September 30, 2020, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).

AMENDED AND RESTATED MASTER LEASE
Master Lease • June 15th, 2020 • Eldorado Resorts, Inc. • Hotels & motels • New York

This AMENDED AND RESTATED MASTER LEASE (the “Master Lease”) is entered into as of June 15, 2020 (the “Effective Date”), by and among GLP CAPITAL, L.P. (together with its permitted successors and assigns, “Landlord”), and TROPICANA ENTERTAINMENT, INC., a Delaware corporation (together with its permitted successors and assigns, “Tenant”).

FIRST AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 30th, 2024 • Caesars Entertainment, Inc. • Hotels & motels

This First Amendment to the Amended and Restated Executive Employment Agreement (the “Amendment”) is entered into as of January 26, 2024 (the “Effective Date”), by and between Caesars Enterprise Services, LLC, a Delaware limited liability company (the “Company”), and Bret Yunker (the “Executive”).

AMENDED AND RESTATED OMNIBUS AMENDMENT TO LEASES
Omnibus Amendment to Leases • November 9th, 2020 • Caesars Entertainment, Inc. • Hotels & motels

THIS AMENDED AND RESTATED OMNIBUS AMENDMENT TO LEASES (this “Amendment”), is dated as of October 27, 2020 (the “Effective Date”) by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Non-CPLV Landlord”), CPLV Property Owner LLC, a Delaware limited liability company (together with its successors and assigns, “CPLV Landlord”), Claudine Propco LLC, a Delaware limited liability company (together with its successors and assigns, “HLV Landlord”), Harrah’s Joliet Landco LLC, a Delaware limited liability company (together with its successors and assigns, “Joliet Landlord” and, together with Non-CPLV Landlord, CPLV Landlord and HLV Landlord, collectively or individually as the context may require, “Landlord”), CEOC, LLC, a Delaware limited liability company (“CEOC”), the entities listed on Schedule B attached hereto (collectively with CEOC, and together with their respective successors and assigns, “Non-CPLV Ten

AGREEMENT AND PLAN OF MERGER among ISLE OF CAPRI CASINOS, INC., ELDORADO RESORTS, INC., EAGLE I ACQUISITION CORP., and EAGLE II ACQUISITION COMPANY LLC Dated as of September 19, 2016
Merger Agreement • September 22nd, 2016 • Eldorado Resorts, Inc. • Hotels & motels • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 19, 2016, is by and among ISLE OF CAPRI CASINOS, INC., a Delaware corporation (the “Company”), ELDORADO RESORTS, INC., a Nevada corporation (“Parent”), EAGLE I ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub A”) and EAGLE II ACQUISITION COMPANY LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub B” and together with Parent and Merger Sub A, the “Parent Entities”).

ELEVENTH AMENDMENT TO LEASE
Lease • November 2nd, 2022 • Caesars Entertainment, Inc. • Hotels & motels

This ELEVENTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of August 25, 2022, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).

AGREEMENT AND PLAN OF MERGER by and among CAESARS ENTERTAINMENT CORPORATION, ELDORADO RESORTS, INC. and COLT MERGER SUB, INC. Dated as of June 24, 2019
Merger Agreement • June 25th, 2019 • Eldorado Resorts, Inc. • Hotels & motels • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 24, 2019, is entered into by and among Caesars Entertainment Corporation, a Delaware corporation (the “Company”), Eldorado Resorts, Inc., a Nevada corporation (“Parent”), and Colt Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary (as defined below) of Parent (“Merger Sub”). The Company, Parent and Merger Sub are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

TWELFTH AMENDMENT TO LEASE
Lease • May 3rd, 2023 • Caesars Entertainment, Inc. • Hotels & motels

This TWELFTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of April 7, 2023, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 20, 2020, among COLT MERGER SUB, INC., a Delaware corporation (the “Escrow Issuer”), ELDORADO RESORTS, INC., a Nevada corporation (the “New Issuer”), each of the parties that are signatories hereto as the Initial Guarantors, that are each subsidiaries of the New Issuer (collectively, the “New Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).

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