AMENDMENT 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...Amendment Agreement • March 2nd, 2012 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
OTHER FIRST LIEN SECURED PARTY CONSENT March 1, 2012Other First Lien Secured Party Consent • March 2nd, 2012 • CAESARS ENTERTAINMENT Corp • Hotels & motels
The undersigned is the Authorized Representative for Persons wishing to become Secured Parties (the “New Secured Parties”) under the Amended and Restated Collateral Agreement dated as of January 28, 2008 and as amended and restated as of June 10, 2009 (as heretofore amended and/or supplemented, the “Collateral Agreement” (terms used without definition herein have the meanings assigned to such term by the Collateral Agreement)) among Caesars Entertainment Operating Company, Inc. (formerly known as Harrah’s Operating Company, Inc.) (the “Company”), the Subsidiary Parties party thereto and Bank of America, N.A., as Collateral Agent (the “Agent”).
REAFFIRMATION AGREEMENTReaffirmation Agreement • March 2nd, 2012 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
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 Harrah’s 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”).
JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • March 2nd, 2012 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
This Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of March 1, 2012 (the “Effective Date”), by and among (i) U.S. Bank National Association, as trustee (the “New Trustee”) pursuant to the indenture, dated as of February 14, 2012 (the “Base Indenture”), by and among Caesars Escrow Corporation (“Escrow Corp.”), Caesars Operating Escrow LLC (together with Escrow Corp., the “Escrow Issuers”), Caesars Entertainment Corporation (“CEC”), as guarantor, and the New Trustee, as supplemented by the supplemental indenture, to be entered into as of the date hereof (together with the Base Indenture, the “New Indenture”) among the Escrow Issuers, Caesars Entertainment Operating Company, Inc. (“CEOC”) and the New Trustee, pursuant to which CEOC will assume the obligations of the Escrow Issuers under the Base Indenture, (ii) U.S. Bank National Association, as Trustee under the Intercreditor Agreement, (iii) Bank of America, N.A., as Credit Agreement Agent under the
OTHER FIRST LIEN SECURED PARTY CONSENT March 1, 2012Other First Lien Secured Party Consent • March 2nd, 2012 • CAESARS ENTERTAINMENT Corp • Hotels & motels
The undersigned is the Authorized Representative for Persons wishing to become Secured Parties (the “New Secured Parties”) under the Amended and Restated Guaranty and Pledge Agreement dated as of January 28, 2008 and as amended and restated as of June 10, 2009 (as heretofore amended and/or supplemented, the “Guaranty and Pledge Agreement” (terms used without definition herein have the meanings assigned to such term in the Guaranty and Pledge Agreement)) among Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.) (“CEC”) and Bank of America, N.A., as Collateral Agent (the “Agent”).
Registration Rights Agreement Joinder March 1, 2012Registration Rights Agreement Joinder • March 2nd, 2012 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
WHEREAS, Caesars Operating Escrow LLC (“Escrow LLC”), Caesars Escrow Corporation (“Escrow Corporation” and, together with Escrow LLC, the “Issuers”), Caesars Entertainment Corporation (“Parent Guarantor”) and J.P. Morgan Securities LLC, as representative (the “Representative”) of the several Initial Purchasers heretofore executed and delivered a Registration Rights Agreement (“Registration Rights Agreement”), dated February 14, 2012, providing for the registration of notes substantially similar to the Notes (as defined therein) (capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement);
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2012 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 1, 2012, among CAESARS ENTERTAINMENT OPERATING COMPANY, INC., a Delaware corporation (the “New Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
