FIRST LIEN CREDIT AGREEMENT Dated as of October 11, 2013, Among CAESARS ENTERTAINMENT RESORT PROPERTIES, LLC, CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC. HARRAH’S LAS VEGAS, LLC, HARRAH’S ATLANTIC CITY HOLDING, INC., RIO PROPERTIES, LLC,...First Lien Credit Agreement • October 15th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
FIRST LIEN CREDIT AGREEMENT dated as of October 11, 2013 (this “Agreement”), among (a) CAESARS ENTERTAINMENT RESORT PROPERTIES, LLC, a Delaware limited liability company (“CERP LLC”), (b) CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC., a Delaware corporation (“CERP Finance”) and (c) (i) HARRAH’S LAS VEGAS, LLC, a Nevada limited liability company, (ii) HARRAH’S ATLANTIC CITY HOLDING, INC., a New Jersey corporation, (iii) RIO PROPERTIES, LLC, a Nevada limited liability company, (iv) FLAMINGO LAS VEGAS HOLDING, LLC, a Nevada limited liability company, (v) HARRAH’S LAUGHLIN, LLC, a Nevada limited liability company and (vi) PARIS LAS VEGAS HOLDING, LLC, a Nevada limited liability company ((i) through (vi) of this clause (c), collectively the “CMBS Borrowers” or each, a “CMBS Borrower”, together with CERP LLC and CERP Finance, the “Borrowers”), the LENDERS party hereto from time to time and CITICORP NORTH AMERICA, INC., as administrative agent and collateral agent for the Lenders.
COLLATERAL AGREEMENT (FIRST LIEN) dated and effective as of October 11, 2013, among CAESARS ENTERTAINMENT RESORT PROPERTIES, LLC, CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC., HARRAH’S LAS VEGAS, LLC, HARRAH’S ATLANTIC CITY HOLDING, INC., RIO...Collateral Agreement • October 15th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
Reference is made to (i) the First Lien Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Lenders party thereto from time to time, the Agent, as administrative agent (together with its successors and assigns in such capacity, the “Credit Agreement Agent”), and the other parties party thereto, (ii) the Indenture, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Notes Indenture”), among the Borrowers, as issuers, U.S. Bank National Association, as trustee (together with its successors and assigns in such capacity, the “Notes Trustee”), and the subsidiary guarantors party thereto, and (iii) the First Lien Intercreditor Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Intercreditor Agreement”), by and among Citicorp North Ameri
FIRST LIEN INTERCREDITOR AGREEMENT dated as of October 11, 2013 among CITICORP NORTH AMERICA, INC., as Collateral Agent, CITICORP NORTH AMERICA, INC., as Authorized Representative under the Credit Agreement, U.S. BANK NATIONAL ASSOCIATION, as the...First Lien Intercreditor Agreement • October 15th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) dated as of October 11, 2013, among CITICORP NORTH AMERICA, INC., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Collateral Agent”), CITICORP NORTH AMERICA, INC., as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), U.S. BANK NATIONAL ASSOCIATION, as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”), and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity.
SECOND LIEN INTERCREDITOR AGREEMENTSecond Lien Intercreditor Agreement • October 15th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
THIS SECOND LIEN INTERCREDITOR AGREEMENT is dated as of October 11, 2013, among CITICORP NORTH AMERICA, INC., as Credit Agreement Agent, U.S. BANK NATIONAL ASSOCIATION, as Initial Other First Priority Lien Obligations Agent, each Other First Priority Lien Obligations Agent from time to time party hereto, each in its capacity as First Lien Agent, U.S. BANK NATIONAL ASSOCIATION, as Trustee and each collateral agent for any Future Second Lien Indebtedness from time to time party hereto, each in its capacity as Second Priority Agent.
COLLATERAL AGREEMENT (SECOND LIEN) dated and effective as of October 11, 2013, among CAESARS ENTERTAINMENT RESORT PROPERTIES, LLC, CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC., HARRAH’S LAS VEGAS, LLC, HARRAH’S ATLANTIC CITY HOLDING, INC.,...Collateral Agreement • October 15th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
Reference is made to (i) the Indenture, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Notes Indenture”), among the Issuers, as issuers, U.S. Bank National Association, as trustee (together with its successors and assigns in such capacity, the “Notes Trustee”), and the subsidiary guarantors party thereto, and (ii) the Second Lien Intercreditor Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), by and among Citicorp North America, Inc., as Credit Agreement Agent (as defined therein), U.S. Bank National Association, as Initial Other First Priority Lien Obligations Agent (as defined therein), U.S. Bank National Association, as Trustee (as defined therein), and the other parties party thereto.
CAESARS ENTERTAINMENT RESORT PROPERTIES, LLC CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC. HARRAH’S ATLANTIC CITY HOLDING, INC. HARRAH’S LAS VEGAS, LLC HARRAH’S LAUGHLIN, LLC FLAMINGO LAS VEGAS HOLDING, LLC PARIS LAS VEGAS HOLDING, LLC RIO...Indenture • October 15th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
INDENTURE dated as of October 11, 2013 among CAESARS ENTERTAINMENT RESORT PROPERTIES, LLC, a Delaware limited liability company, CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC., a Delaware corporation, HARRAH’S ATLANTIC CITY HOLDING, INC., a New Jersey corporation, HARRAH’S LAS VEGAS, LLC, a Nevada limited liability company, HARRAH’S LAUGHLIN, LLC, a Nevada limited liability company, FLAMINGO LAS VEGAS HOLDING, LLC, a Nevada limited liability company, PARIS LAS VEGAS HOLDING, LLC, a Nevada limited liability company, and RIO PROPERTIES, LLC, a Nevada limited liability company (each an “Issuer” and, collectively, the “Issuers”), the Subsidiary Guarantors party hereto from time to time, and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
CAESARS ENTERTAINMENT RESORT PROPERTIES, LLC CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC. HARRAH’S ATLANTIC CITY HOLDING, INC. HARRAH’S LAS VEGAS, LLC HARRAH’S LAUGHLIN, LLC FLAMINGO LAS VEGAS HOLDING, LLC PARIS LAS VEGAS HOLDING, LLC RIO...Registration Rights Agreement • October 15th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
