SUPPLEMENTAL INDENTURE
EXHIBIT 4.4
Execution Version
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 20, 2020, among COLT MERGER SUB, INC., a Delaware corporation (the “Escrow Issuer”), CRC XXXXX, INC., a Delaware corporation (“Finance”), CAESARS RESORT COLLECTION, LLC, a Delaware limited liability company (“CRC”, and together with Finance, the “New Issuers”), each of the parties that are signatories hereto as Initial Guarantors, that are each subsidiaries of CRC (collectively, the “New Guarantors”), U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, the “Collateral Agent”).
W I T N E S E T H :
WHEREAS, the Escrow Issuer has heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of July 6, 2020, providing for the issuance of 5.750% Senior Secured Notes due 2025 (the “Notes”), initially in the aggregate principal amount of $1,000,000,000;
WHEREAS, the Merger will occur substantially concurrent with the execution of this Supplemental Indenture;
WHEREAS, Section 4.20 of the Indenture provides that it is a condition to release of the Escrowed Property from the Escrow Account that (a) the New Issuers shall assume, jointly and severally, all of the rights and obligations of the Escrow Issuer in respect of the Notes and the Indenture and be substituted for, and may exercise every right and power of, the Escrow Issuer under the Indenture and the Notes, and (b) each of the Initial Guarantors will become a Subsidiary Guarantor under the Indenture, in each case, by the execution and delivery of this Supplemental Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the holders of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to be Bound. (a) Each of the New Issuers acknowledge that is has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledge and agree to (i) unconditionally assume, jointly and severally, all of the Escrow Issuer’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture; (ii) be bound by all applicable provisions of the Indenture as if made by, and with respect to the New Issuer; and (iii) perform all obligations and duties required of the Issuer pursuant to the Indenture. From and after the date hereof, all references in the Indenture to the “Issuer” or “Issuers” shall refer to the New Issuers instead of the Escrow Issuer.
1
(b) Each New Guarantor hereby agrees, jointly and severally with all existing guarantors (if any), to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a guarantor under the Indenture. From and after the date hereof, all references in the Indenture to the “Initial Guarantors” and the “Subsidiary Guarantors” shall refer to each of the New Guarantors.
3. Notices. All notices or other communications to the Issuers or any New Guarantor shall be given as provided in Section 14.02 of the Indenture.
4. Execution and Delivery. The Issuers agree that the Notes shall remain in full force and effect notwithstanding the absence of any endorsement of the Issuers on the Notes, and each New Guarantor agrees that its Note Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee.
5. Release of Obligations. Upon execution of this Supplemental Indenture by the Issuers, the New Guarantors and the Trustee, the Escrow Issuer shall be unconditionally and irrevocably released and discharged from all obligations and liabilities under the Indenture and the Notes (other than those obligations and liabilities applicable to the Escrow Issuer as a Subsidiary Guarantor as described in Section 2(b) above).
6. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
7. No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in the Issuers or of any New Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers or any New Guarantor under the Notes or the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
10. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
11. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
2
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| CAESARS RESORT COLLECTION, LLC | ||
| By: | /s/ Xxxxxx X. Xxxxxxxx, Xx. | |
| Name: | Xxxxxx X. Xxxxxxxx, Xx. | |
| Title: | Chief Legal Officer and Executive Vice President | |
| CRC XXXXX, INC., | ||
| as Issuer | ||
| By: | /s/ Xxxxxx X. Xxxxxxxx, Xx. | |
| Name: | Xxxxxx X. Xxxxxxxx, Xx. | |
| Title: | Chief Legal Officer and Executive Vice President | |
[Signature Page to Secured Notes Supplemental Indenture]
| 3535 LV CORP. |
| 3535 LV NEWCO, LLC |
| AC CONFERENCE HOLDCO., LLC |
| AC CONFERENCE NEWCO., LLC |
| BENCO LLC |
| BL DEVELOPMENT LLC |
| BV MANAGER, LLC |
| CAESARS GROWTH BALLY’S LV, LLC |
| CAESARS GROWTH XXXXXXXX, LLC |
| CAESARS GROWTH XXXXXX’X NEW ORLEANS, LLC |
| CAESARS GROWTH PH FEE, LLC |
| CAESARS GROWTH PH, LLC |
| CAESARS GROWTH QUAD, LLC |
| CAESARS LINQ, LLC |
| CAESARS NEVADA NEWCO LLC |
| CAESARS NEW JERSEY LLC |
| CAESARS OCTAVIUS, LLC |
| CAESARS PALACE LLC |
| CAESARS PALACE REALTY LLC |
| CAESARS RIVERBOAT CASINO, LLC |
| CAESARS TREX, INC. |
| XXXXXXX XXXXX LLC |
| XXXXXXX XXXXX MARKETING LLC |
| XXXXXXX XXXXX MERCHANDISING LLC |
| CALIFORNIA CLEARING CORPORATION |
| CASINO COMPUTER PROGRAMMING, INC. |
| CENTAUR ACQUISITION, LLC |
| CENTAUR COLORADO, LLC |
| CENTAUR HOLDINGS, LLC |
| CEOC, LLC |
| XXXXXXX XXXXX AND XXXXXX, LLC |
| XXXXXXX FACILITY HOLDING COMPANY, LLC |
| CHRISTIAN COUNTY LAND ACQUISITION COMPANY, LLC |
| CORNER INVESTMENT COMPANY, LLC |
| DESERT PALACE LLC |
| FLAMINGO LAS VEGAS OPERATING COMPANY, LLC |
| GRAND CASINOS OF BILOXI, LLC |
| GRAND CASINOS, INC. |
| XXXXXX SOUTH SHORE CORPORATION |
| XXXXXX’X ARIZONA CORPORATION |
| XXXXXX’X ATLANTIC CITY OPERATING COMPANY, LLC |
| XXXXXX’X ATLANTIC CITY PROPCO, LLC |
| XXXXXX’X BOSSIER CITY INVESTMENT COMPANY, L.L.C. |
| XXXXXX’X XXXXXXX XXXXX INVESTMENT COMPANY, LLC |
[Signature Page to Secured Notes Supplemental Indenture]
| XXXXXX’X XXXXXXX XXXXX |
| MANAGEMENT COMPANY, LLC |
| XXXXXX’X ILLINOIS LLC |
| XXXXXX’X INTERACTIVE INVESTMENT COMPANY |
| XXXXXX’X IOWA ARENA MANAGEMENT, LLC |
| XXXXXX’X LAS VEGAS, LLC |
| XXXXXX’X XXXXXXXX, LLC |
| XXXXXX’X MANAGEMENT COMPANY |
| XXXXXX’X NC CASINO COMPANY, LLC |
| XXXXXX’X NEW ORLEANS MANAGEMENT COMPANY LLC |
| XXXXXX’X NORTH KANSAS CITY LLC |
| XXXXXX’X OPERATING COMPANY MEMPHIS, LLC |
| XXXXXX’X SHREVEPORT/BOSSIER CITY |
| INVESTMENT COMPANY, LLC |
| HARVEYS BR MANAGEMENT COMPANY, INC. |
| HARVEYS IOWA MANAGEMENT COMPANY LLC |
| HARVEYS TAHOE MANAGEMENT COMPANY LLC |
| HBR REALTY COMPANY LLC HCAL, LLC |
| HCR SERVICES COMPANY, INC. |
| HOLE IN THE WALL, LLC |
| HOOSIER PARK, LLC |
| HORSESHOE ENTERTAINMENT |
| HORSESHOE GAMING HOLDING, LLC |
| HORSESHOE GP, LLC |
| HORSESHOE XXXXXXX, LLC |
| HP DINING & ENTERTAINMENT II, LLC |
| HP DINING & ENTERTAINMENT, LLC |
| HTM HOLDING LLC |
| JAZZ CASINO COMPANY, L.L.C. |
| JCC XXXXXX DEVELOPMENT, L.L.C. |
| JCC HOLDING COMPANY II LLC |
| LAUNDRY NEWCO, LLC |
| NEW CENTAUR, LLC |
| NEW GAMING CAPITAL PARTNERSHIP, A NEVADA LIMITED PARTNERSHIP |
| NEW XXXXXXXX PROPERTY GROUP LLC |
| OCEAN SHOWBOAT, INC. |
| OCTAVIUS/LINQ INTERMEDIATE HOLDING, LLC |
| PARBALL LLC |
| PARBALL NEWCO, LLC |
| PARIS LAS VEGAS OPERATING COMPANY, LLC |
[Signature Page to Secured Notes Supplemental Indenture]
| PHWLV, LLC | ||
| PHW MANAGER, LLC | ||
| PLAYERS HOLDING, LLC | ||
| PLAYERS INTERNATIONAL, LLC | ||
| RIO PROPERTIES, LLC | ||
| XXXXXXXX PROPERTY GROUP LLC | ||
| ROMAN ENTERTAINMENT CORPORATION OF INDIANA | ||
| ROMAN HOLDING COMPANY OF INDIANA LLC | ||
| SHOWBOAT ATLANTIC COMPANY OPERATING COMPANY, LLC | ||
| SOUTHERN ILLINOIS RIVERBOAT/CASINO CRUISES LLC | ||
| TUNICA ROADHOUSE LLC, | ||
| as Subsidiary Guarantors | ||
| By: |
/s/ Xxxxxx X. Xxxxxxxx, Xx. | |
| Name: |
Xxxxxx X. Xxxxxxxx, Xx. | |
| Title: |
Chief Legal Officer and Executive Vice President | |
| BOARDWALK REGENCY LLC | ||
| as a Subsidiary Guarantor | ||
| By: CAESARS NEW JERSEY LLC, its sole member | ||
| By: |
/s/ Xxxxxx X. Xxxxxxxx, Xx. | |
| Name: |
Xxxxxx X. Xxxxxxxx, Xx. | |
| Title: |
Secretary | |
| XXXXXX’X ATLANTIC CITY OPERATING COMPANY, LLC | ||
| as a Subsidiary Guarantor | ||
| By: CAESARS RESORT COLLECTION, LLC, its sole member | ||
| By: |
/s/ Xxxxxx X. Xxxxxxxx, Xx. | |
| Name: |
Xxxxxx X. Xxxxxxxx, Xx. | |
| Title: |
Secretary | |
[Signature Page to Secured Notes Supplemental Indenture]
| BALLY’S PARK PLACE LLC | ||
| as a Subsidiary Guarantor | ||
| By: CEOC, LLC, its sole member | ||
| By: |
/s/ Xxxxxx X. Xxxxxxxx, Xx. | |
| Name: |
Xxxxxx X. Xxxxxxxx, Xx. | |
| Title: |
Secretary | |
| U.S. BANK NATIONAL ASSOCIATION, | ||
| as Trustee | ||
| By: |
/s/ Xxxxxx Xxxxxxxxx | |
| Name: |
Xxxxxx Xxxxxxxxx | |
| Title: |
Vice President | |
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent | ||
| By: |
/s/ Xxxxxxx Xxxxxx | |
| Name: |
Xxxxxxx Xxxxxx | |
| Title: |
Authorized Signatory | |
| By: |
/s/ Xxxxxx Xxxxxxx | |
| Name: |
Xxxxxx Xxxxxxx | |
| Title: |
Authorized Signatory | |
[Signature Page to Secured Notes Supplemental Indenture]
