Registration Rights Agreement Joinder February 20, 2013Registration Rights Agreement Joinder • February 21st, 2013 • 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 Citigroup Global Markets, as representative (the “Representative”) of the several Initial Purchasers heretofore executed and delivered a Registration Rights Agreement (the “Registration Rights Agreement”), dated December 13, 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);
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 21st, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of February 20, 2013, between 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”).
JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • February 21st, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
This Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of February 20, 2013 (the “Effective Date”), by and among (i) U.S. Bank National Association, as trustee (the “New Trustee”) pursuant to the indenture, dated as of August 22, 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 parent guarantor, and the New Trustee, as supplemented by a supplemental indenture dated as of October 5, 2012 among Caesars Entertainment Operating Company, Inc. (“CEOC”) and the Trustee (the “Prior Assumption Supplemental Indenture”), as further supplemented by a supplemental indenture dated as of December 13, 2012 among the Escrow Issuers, the Company and the Trustee (the “Additional Notes Supplemental Indenture,” and together with the Base Indenture and the Prior Assumption Supplemental Indenture, the “Existing In
OTHER FIRST LIEN SECURED PARTY CONSENT February 20, 2013Other First Lien Secured Party Consent • February 21st, 2013 • 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”).
OTHER FIRST LIEN SECURED PARTY CONSENT February 20, 2013Other First Lien Secured Party Consent • February 21st, 2013 • 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”).
