CREDIT AGREEMENT Dated as of July 2, 2013 among CBAC BORROWER, LLC, as Borrower, THE LENDERS PARTY HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent, CREDIT SUISSE SECURITIES...Credit Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Maryland
CREDIT AGREEMENT dated as of July 2, 2013 (this “Agreement”), among CBAC BORROWER, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent for the Lenders and Deutsche Bank Trust Company Americas (“DBTCA”) as collateral agent for the Lenders, and Credit Suisse Securities (USA) LLC and Goldman Sachs Bank USA, as co-syndication agents (in such capacity, the “Co-Syndication Agents”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Nevada
THIS AGREEMENT, made as of January 26, 2009 (the “Effective Date”), between Harrah’s Entertainment, Inc. with offices at One Caesars Palace Drive, Las Vegas, Nevada (the “Company”), and Mitch Garber (“Executive”).
MANAGEMENT AGREEMENT By and Between CAESARS BALTIMORE MANAGEMENT COMPANY, LLC, a Delaware limited liability company as Manager and CBAC GAMING, LLC, a Delaware limited liability company as Owner Dated as of October 23, 2012Management Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Maryland
This MANAGEMENT AGREEMENT (this “Agreement”) is dated as of October 23, 2012, and is made and entered into by and between CBAC Gaming, LLC, a Delaware limited liability company, or its successors and permitted assigns (“Owner”), and Caesars Baltimore Management Company, LLC, a Delaware limited liability company. Owner and Manager are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Nevada
THIS AGREEMENT, made as of June 15, 2012, (the “Effective Date”) between Caesars Interactive Entertainment, Inc., with offices at One Caesars Palace Drive, Las Vegas, Nevada (the “Company”), and Craig Abrahams (“Employee”).
AMENDED AND RESTATED LOAN AGREEMENT Dated as of February 19, 2010 Between PHW LAS VEGAS, LLC, as Borrower and WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. COMMERCIAL MORTGAGE PASS- THROUGH...Loan Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • New York
AMENDED AND RESTATED LOAN AGREEMENT, dated as of February 19, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between PHW LAS VEGAS, LLC, a Nevada limited liability company (“Borrower”), having its principal place of business at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, and WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-TFL2, (together with its successors and assigns, “Lender”), having an address at 9062 Old Annapolis Road, Columbia, Maryland 21045.
ASSET PURCHASE AGREEMENT BY AND AMONG DELTA TWO HOLDINGS, LLC, BUFFALO STUDIOS LLC, ALL OF THE MEMBERS OF THE COMPANY LISTED ON THE SIGNATURE PAGES HERETO, CHRISTIE S. TYLER, As The Representative, AND CAESARS INTERACTIVE ENTERTAINMENT, INC. Dated as...Asset Purchase Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware
THIS ASSET PURCHASE AGREEMENT (together with the Company Disclosure Schedule and the other schedules, exhibits and annexes hereto, this “Agreement”) is dated and effective as of December 27, 2012, by and among Delta Two Holdings, LLC, a Nevada limited liability company (“Buyer”), Buffalo Studios LLC, a California limited liability company (the “Company”), all of the Members of the Company, each of whom is listed on the signature pages hereto (each, a “Member”, and together with the Company, the “Sellers”), Christie S. Tyler, solely in his capacity as Representative (“Representative”), and solely for purposes Article X, Caesars Interactive Entertainment, Inc., a Delaware corporation (“Buyer Parent”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given such terms in Article IX.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Nevada
This Trademark License Agreement (this “Agreement”) is made effective as of September 1, 2011 (the “Effective Date”) by and between Caesars Interactive Entertainment, Inc. (formerly known as Harrah’s Interactive Entertainment, Inc.) (“CIE”) and Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.) (“CEC”).
FF&E LOAN AGREEMENT by and among CBAC BORROWER, LLC, AS BORROWER, WELLS FARGO SECURITIES, LLC, AS ARRANGER, WELLS FARGO GAMING CAPITAL, LLC, AS ADMINISTRATIVE AGENT AND AS COLLATERAL AGENT, and THE PERSONS LISTED ON SCHEDULE IA HERETO, AS LENDERS...Ff&e Loan Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Maryland
I, the of CBAC Borrower, LLC, a Delaware limited liability company (the “Borrower”), do hereby provide this Compliance Certificate in connection with that certain Loan Agreement dated as of July [ ], 2013, by and among (i) the Borrower, (ii) Wells Fargo Securities, LLC, as Arranger, (iii) Wells Fargo Gaming Capital, LLC, as Administrative Agent and as Collateral Agent, and (iv) the Lenders from time to time party thereto, (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms that are not defined in this Certificate are used with the meanings given such terms in the Loan Agreement.
SECOND AMENDED CREDIT AGREEMENTCredit Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • New York
THIS SECOND AMENDED CREDIT AGREEMENT (this “Agreement”) is made effective as of the 29th day of November, 2011 by and between Caesars Entertainment Corporation (the “Company”) and Caesars Interactive Entertainment, Inc., (the “Affiliate” and, together with, the Company, the “Affiliated Companies”).
CROSS MARKETING AND TRADEMARK LICENSE AGREEMENTCross Marketing and Trademark License Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Nevada
This Cross Marketing and Trademark License Agreement (this “Agreement”) is made and effective as of September 29, 2011 (the “Effective Date”) by and among Caesars Entertainment Corporation, a Delaware corporation (“CEC”), Caesars Entertainment Operating Company, Inc., a Delaware corporation (“CEOC”), the parties listed on Schedule 1 hereto (collectively, the “Licensors”), and Caesars Interactive Entertainment, Inc., a Delaware corporation (“CIE”) (each a “party,” and collectively, the “parties”).
ADOPTION AGREEMENTAdoption Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels
This Adoption Agreement (this “Adoption”) is dated as of March 30, 2012 (the “Effective Date”) and is executed pursuant to the terms of the Caesars Interactive Entertainment, Inc. Amended and Restated Management Investor Rights Agreement dated as of November 22, 2010, a copy of which is attached hereto (the “Management Investor Rights Agreement”), by Rock Gaming Interactive LLC (the “Investor”) executing this Adoption. By the execution of this Adoption, the Investor agrees as follows, and by execution of the acknowledgment, on the signature page to this Adoption, each of Caesars Interactive Entertainment, Inc., a Delaware corporation (the “Company”), HIE Holdings, Inc., a Delaware corporation (“Parent”), and Caesars Entertainment Corporation, a Delaware corporation (“Caesars”), agree as follows:
HOTEL AND CASINO MANAGEMENT AGREEMENT By and Between PHW MANAGER, LLC, a Nevada limited liability company as Manager and PHW LAS VEGAS, LLC, a Nevada limited liability company as Owner Dated as of February 19, 2010Hotel and Casino Management Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Nevada
This HOTEL AND CASINO MANAGEMENT AGREEMENT (this “Agreements”) is dated as of February 19, 2010 (the “Effective Date”), and is made and entered into by and between PHW LAS VEGAS, LLC, a Nevada limited liability company, or its successors and assigns (“Owner”), whose address is c/o Harrah’s Entertainment, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109, and PHW MANAGER, LLC, a Nevada limited liability company, or its successors and assigns (“Manager”), whose address is c/o Harrah’s Entertainment, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109. Owner and Manager are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
ContractManagement Investor Rights Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware
AMENDED AND RESTATED CAESARS INTERACTIVE ENTERTAINMENT, INC. MANAGEMENT INVESTOR RIGHTS AGREEMENT dated as of November 22, 2010 (this “Agreement”), among Caesars Interactive Entertainment, Inc. (formerly known as Harrah’s Interactive Entertainment, Inc.), a Delaware corporation (the “Company”), HIE Holdings, Inc., a Delaware corporation (“Parent”), Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.), a Delaware corporation (“Caesars”) and the other STOCKHOLDERS that are parties hereto.
