REAFFIRMATION AGREEMENT
Exhibit 10.2
REAFFIRMATION AGREEMENT (this “Agreement”), dated as of March 1, 2012, among Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.), a Delaware corporation (“Holdings”), Caesars Entertainment Operating Company, Inc. (formerly known as Xxxxxx’x Operating Company, Inc.), a Delaware corporation (the “Borrower”), each other subsidiary of the Borrower identified on the signature pages hereto (each, a “Subsidiary Party” and the Subsidiary Parties, Holdings and the Borrower, the “Reaffirming Parties”) and Bank of America, N.A., as administrative agent and collateral agent under the Amended Credit Agreement referred to below (in such capacity, the “Administrative Agent”).
WHEREAS, Holdings, the Borrower, the Required Amendment Lenders (as defined therein), the other Lenders party thereto and the Administrative Agent have entered into the Amendment Agreement dated as of March 1, 2012 (the “Amendment Agreement”), which amends and restates the Amended and Restated Credit Agreement dated as of May 20, 2011 (the “Existing Credit Agreement” and, as amended and restated after giving effect to the Amendment Agreement, the “Amended Credit Agreement”), among Holdings, the Borrower, the lenders party thereto from time to time and the agents party thereto;
WHEREAS, each of the Reaffirming Parties is party to one or more of the Security Documents (such term and each other capitalized term used but not defined herein having the meaning assigned to such terms in the Amended Credit Agreement);
WHEREAS, each Reaffirming Party expects to realize, or has realized, substantial direct and indirect benefits as a result of the Amendment Agreement becoming effective and the consummation of the transactions contemplated thereby (including any conversion of Original Maturity Term B Loans to Term B-6 Loans pursuant to Section 2.01(a)(ii) of the Amended Credit Agreement and any conversion of Original Maturity Revolving Facility Commitments to Term B-6 Loans and Extended Maturity Revolving Facility Commitments pursuant to Sections 2.01(b)(ii) and 2.01(c)(ii) of the Amended Credit Agreement, respectively (such transactions, the “Additional Conversions”)); and
WHEREAS, the execution and delivery of this Agreement is a condition precedent to the consummation of the transactions contemplated by the Amendment Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Reaffirmation/Amendment
Section 1.01 Reaffirmation. (a) Each of the Reaffirming Parties (i) hereby consents to the Amendment Agreement and the transactions contemplated thereby (including any Additional Conversions), (ii) hereby confirms its guarantees (in the case of Holdings) and its pledges, grants of security interests and other agreements (in the case of all Reaffirming Parties), as applicable, under each of the Security Documents to which it is party and (iii) agrees that
notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), such guarantees, pledges, grants of security interests and other agreements shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and the Borrower with Section 5.10 of the Amended Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to which it is party and further agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), such obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement.
(b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower hereby confirms and agrees that the Term B-6 Loans and the Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments (including those implemented pursuant to any Additional Conversions) constitute Loan Document Obligations (as defined in the Collateral Agreement).
Section 1.02 Confirmation. On and after the effectiveness of the Amendment Agreement (and any agreement implementing an Additional Conversion), the parties confirm and acknowledge that (i) each reference in each Security Document to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall be a reference to the Amended Credit Agreement, as such agreement may be amended, modified or supplemented and in effect from time to time and (ii) the definition of any term defined in any Security Document by reference to the terms defined in the “Credit Agreement” shall reference the defined terms in the Amended Credit Agreement, as the same may be amended, modified or supplemented and in effect from time to time.
ARTICLE II
Representations and Warranties
Each Reaffirming Party hereby represents and warrants, which representations and warranties shall survive execution and delivery of this Agreement, as follows:
Section 2.01 Organization. Such Reaffirming Party is duly organized and validly existing in good standing under the laws of the jurisdiction of its formation.
Section 2.02 Authority; Enforceability. Such Reaffirming Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. Such Reaffirming Party has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.
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Section 2.03 Security Documents. The representations and warranties of such Reaffirming Party contained in each Security Document are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct as of such earlier date).
ARTICLE III
Miscellaneous
Section 3.01 Notices. All notices and other communications hereunder shall be made at the addresses, in the manner and with the effect provided in Section 9.01 of the Amended Credit Agreement, provided that, for this purpose, the address of each Reaffirming Party shall be the one specified for the Borrower under the Amended Credit Agreement.
Section 3.02 Security Document. This Agreement is a Security Document executed pursuant to the Amended Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.
Section 3.03 Section Captions. Section captions used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.
Section 3.04 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Section 3.05 Amendment. This Agreement may be waived, modified or amended only by a written agreement executed by each of the parties hereto.
Section 3.06 Counterparts. This Agreement may be executed in any number of separate counterparts by the parties hereto (including by telecopy or via electronic mail), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.
Section 3.07 Applicable Law; Waiver of Jury Trial. (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.11 OF THE AMENDED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.
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Section 3.08 Gaming Laws. Each party hereto agrees as set forth in Sections 7.19, 7.20, 7.21 and 7.24 of the Collateral Agreement as if such sections were set forth in full herein.
Section 3.09 No Novation. Neither this Agreement nor the execution, delivery or effectiveness of the Amendment Agreement shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or any Security Documents or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement, the Security Documents or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement, the Amendment Agreement or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of Holdings, the Borrower or any Subsidiary Party under any Security Document from any of its obligations and liabilities as “Holdings”, the “Borrower”, a “Subsidiary Loan Party”, a “Pledgor” or a “Guarantor” under the Existing Credit Agreement or the Security Documents.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
| Caesars Entertainment Corporation | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and Chief Financial Officer | |
| Caesars Entertainment Operating Company, Inc. | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and Chief Financial Officer | |
| B I Gaming Corporation | ||
| Bally’s Midwest Casino, Inc. | ||
| Bally’s Operator, Inc. | ||
| Bally’s Park Place, Inc. | ||
| Bally’s Tunica, Inc. | ||
| Benco, Inc. | ||
| BL Development Corp. | ||
| Boardwalk Regency Corporation | ||
| Caesars Entertainment Akwesasne Consulting Corp. | ||
| Caesars Entertainment Canada Holding, Inc. | ||
| Caesars Entertainment Finance Corp. | ||
| Caesars Entertainment Golf, Inc. | ||
| Caesars Entertainment Retail, Inc. | ||
| Caesars Marketing Services Corporation | ||
| Caesars New Jersey, Inc. | ||
| Caesars Palace Corporation | ||
| Caesars Palace Realty Corp. | ||
| Caesars Palace Sports Promotions, Inc. | ||
| Caesars Trex, Inc. | ||
| Caesars United Kingdom, Inc. | ||
| Xxxxxxx Xxxxx, Inc. | ||
| Xxxxxxx Xxxxx Marketing Corporation | ||
| Xxxxxxx Xxxxx Merchandising, Inc. | ||
| California Clearing Corporation | ||
| Casino Computer Programming, Inc. | ||
| CEI-Xxxxxxxx County Development Company | ||
| Consolidated Supplies, Services and Systems | ||
| Dusty Corporation | ||
| East Beach Development Corporation | ||
| FHR Corporation | ||
| Flamingo-Xxxxxxxx, Inc. | ||
| GCA Acquisition Subsidiary, Inc. | ||
| GNOC, Corp. | ||
| Grand Casinos, Inc. | ||
| Grand Media Buying, Inc. | ||
| Xxxxxx South Shore Corporation | ||
| Xxxxxx’x Alabama Corporation | ||
| Xxxxxx’x Arizona Corporation | ||
| Xxxxxx’x Illinois Corporation | ||
| Xxxxxx’x Interactive Investment Company | ||
| Xxxxxx’x Investments, Inc. | ||
| Xxxxxx’x Kansas Casino Corporation | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President | |
| Xxxxxx’x Management Company |
| Xxxxxx’x Maryland Heights Operating Company |
| Xxxxxx’x New Orleans Management Company |
| Xxxxxx’x Pittsburgh Management Company |
| Xxxxxx’x Xxxx Holding Company, Inc. |
| Xxxxxx’x Southwest Michigan Casino Corporation |
| Xxxxxx’x Travel, Inc. |
| Xxxxxx’x Tunica Corporation |
| Xxxxxx’x Vicksburg Corporation |
| Harveys BR Management Company, Inc. |
| Harveys C.C. Management Company, Inc. |
| Harveys Iowa Management Company, Inc. |
| Harveys Tahoe Management Company, Inc. |
| HBR Realty Company, Inc. |
| HCR Services Company, Inc. |
| HEI Holding Company One, Inc. |
| HEI Holding Company Two, Inc. |
| LVH Corporation |
| Martial Development Corp. |
| Ocean Showboat, Inc. |
| PHW Manager, LLC |
| Players Bluegrass Downs, Inc. |
| Players Development, Inc. |
| Players Resources, Inc. |
| Players Services, Inc. |
| Reno Projects, Inc. |
| Rio Development Company, Inc. |
| Xxxxxxxx Property Group Corp. |
| Roman Entertainment Corporation of Indiana |
| Roman Holding Corporation of Indiana |
| Showboat Atlantic City Operating Company, LLC |
| Southern Illinois Riverboat/Casino Cruises, Inc. |
| Tele/Info, Inc. |
| Trigger Real Estate Corporation |
| Tunica Roadhouse Corporation
|
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | President, Senior Vice President or Vice President |
| Desert Palace, Inc. | ||
| Xxxxxx’x Imperial Palace Corp. | ||
| Xxxxxx’x International Holding Company, Inc. | ||
| Las Vegas Resort Development, Inc. | ||
| Parball Corporation | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Treasurer | |
| 190 Flamingo, LLC | ||
| AJP Parent, LLC | ||
| Caesars Entertainment Development, LLC | ||
| Caesars License Company, LLC | ||
| Xxxxxxx Facility Holding Company, LLC | ||
| Corner Investment Company, LLC | ||
| DCH Exchange, LLC | ||
| DCH Lender, LLC | ||
| Xxxxxx’x Bossier City Management Company, LLC, a Nevada Limited Liability Company | ||
| Xxxxxx’x Xxxxxxx Xxxxx Investment Company, LLC | ||
| Xxxxxx’x Xxxxxxx Xxxxx Management Company, LLC | ||
| Xxxxxx’x XX Project, LLC | ||
| Xxxxxx’x North Kansas City LLC | ||
| Xxxxxx’x Operating Company Memphis, LLC | ||
| Xxxxxx’x Shreveport Investment Company, LLC | ||
| Xxxxxx’x Shreveport Management Company, LLC | ||
| Xxxxxx’x Shreveport/Bossier City Holding Company, LLC | ||
| Xxxxxx’x Xxxxxx Investment Company, LLC | ||
| Xxxxxx’x Xxxxxx Management Company, LLC | ||
| Xxxxxx’x West Warwick Gaming Company, LLC | ||
| H-BAY, LLC | ||
| HCAL, LLC | ||
| HHLV Management Company, LLC | ||
| Hole In The Wall, LLC | ||
| Horseshoe Gaming Holding, LLC | ||
| JCC Holding Company II LLC | ||
| Xxxxx Holdings Company, LLC | ||
| Nevada Marketing, LLC | ||
| Players International, LLC | ||
| Reno Crossroads, LLC | ||
| Roman Empire Development, LLC | ||
| TRB Flamingo, LLC | ||
| Xxxxxxx Parent, LLC | ||
| By: |
Caesars Entertainment Operating Company, Inc. its Sole Member or Manager | |
| By: |
/s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: |
Xxxxxxxx X. Xxxxxxxx | |
| Title: |
Executive Vice President and | |
| Chief Financial Officer | ||
| Las Vegas Golf Management, LLC | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Manager | |
| AJP Holdings, LLC | ||
| By: | AJP Parent, LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Durante Holdings, LLC | ||
| By: | AJP Holdings, LLC | |
| its Sole Member | ||
| By: | AJP Parent, LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Biloxi Xxxxxxx, LLC | ||
| Biloxi Village Walk Development, LLC | ||
| Village Walk Construction, LLC | ||
| By: | Grand Casinos of Biloxi, LLC | |
| its Sole Member | ||
| By: | Grand Casinos, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President | |
| Xxxxxx’x Maryland Heights LLC | ||
| By: | Xxxxxx’x Maryland Heights Operating Company | |
| its Managing Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President | |
| Xxxxxx’x Shreveport/Bossier City Investment Company, L.L.C. | ||
| By: |
Xxxxxx’x Shreveport/Bossier City Holding Company, LLC | |
| its Managing Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Xxxxxxx Holdings, LLC | ||
| By: | Xxxxxxx Parent, LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Bally’s Olympia Limited Partnership | ||
| By: | Bally’s Operator, Inc. | |
| its General Partner | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President | |
| Caesars Riverboat Casino, LLC | ||
| By: | Roman Holding Corporation of Indiana | |
| its Managing Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President And as Agent of Caesars | |
| Riverboat Casino, LLC | ||
| Horseshoe GP, LLC | ||
| Horseshoe Xxxxxxx, LLC | ||
| By: | Horseshoe Gaming Holding, LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Xxxxxx’x Bossier City Investment Company, LLC | ||
| By: | Xxxxxx’x Shreveport/Bossier City Investment Company, LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Horseshoe Shreveport L.L.C. | ||
| By: | Horseshoe Gaming Holding, LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Jazz Casino Company, L.L.C. | ||
| JCC Xxxxxx Development, L.L.C. | ||
| By: | JCC Holding Company II LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Players Riverboat II, LLC | ||||
| By: | Players Riverboat Management, LLC | |||
| its Member | ||||
| By: | Players Holding, LLC | |||
| its Sole Member | ||||
| By: | Players International, LLC | |||
| its Sole Member | ||||
| By: | Caesars Entertainment Operating Company, Inc. | |||
| its Sole Member | ||||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxxx | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
| By: | Players Riverboat, LLC | |||
| its Member | ||||
| By: | Players Holding, LLC | |||
| its Sole Member | ||||
| By: | Players International, LLC | |||
| its Sole Member | ||||
| By: | Caesars Entertainment Operating Company, Inc. | |||
| its Sole Member | ||||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxxx | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
| Horseshoe Entertainment | ||
| By: | New Gaming Capital Partnership, a Nevada | |
| Limited Partnership | ||
| its General Partner | ||
| By: | Horseshoe GP, LLC | |
| its General Partner | ||
| By: | Horseshoe Gaming Holding, LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Grand Casinos of Biloxi, LLC | ||
| Grand Casinos of Mississippi, LLC - | ||
| Gulfport | ||
| By: | Grand Casinos, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President | |
| Caesars India Sponsor Company, LLC | ||
| By: | California Clearing Corporation | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President | |
| Xxxxx Investment Company, LLC | ||
| By: | Xxxxx Holdings Company, LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Players Holding, LLC | ||
| By: | Players International, LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Players LC, LLC | ||
| Players Maryland Heights Nevada, LLC | ||
| Players Riverboat Management, LLC | ||
| Players Riverboat, LLC | ||
| By: | Players Holding, LLC | |
| its Sole Member | ||
| By: | Players International, LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| New Gaming Capital Partnership, | ||
| By: | Horseshoe GP, LLC | |
| its General Partner | ||
| By: | Horseshoe Gaming Holding, LLC | |
| its Sole Member | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| Atlantic City Country Club 1 LLC | ||
| By: | Bally’s Park Place, Inc. | |
| its Sole Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President | |
| Xxxxxx’x NC Casino Company, LLC | ||
| By: | Caesars Entertainment Operating Company, Inc. | |
| its Managing Member | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
| HTM Holding, Inc. | ||
| Showboat Atlantic City Mezz 1, LLC | ||
| Showboat Atlantic City Mezz 2, LLC | ||
| Showboat Atlantic City Mezz 3, LLC | ||
| Showboat Atlantic City Mezz 4, LLC | ||
| Showboat Atlantic City Mezz 5, LLC | ||
| Showboat Atlantic City Mezz 6, LLC | ||
| Showboat Atlantic City Mezz 7, LLC | ||
| Showboat Atlantic City Mezz 8, LLC | ||
| Showboat Atlantic City Mezz 9, LLC | ||
| Showboat Atlantic City Propco, LLC | ||
| Showboat Holding, Inc. | ||
| Tahoe Garage Propco, LLC | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | President & Treasurer | |
| BANK OF AMERICA, N.A., | ||
| as Administrative Agent and Collateral Agent | ||
| By: | /s/ Xxxxxxxxxxx X. Xxx | |
| Name: | Xxxxxxxxxxx X. Xxx | |
| Title: | Director | |
