Debt



	September 30, 2016						December 31, 2015
(In millions)	Face Value			Book Value			Book Value
CERP	$	4,586		$	4,528		$	4,627
CGP	2,336			2,278			2,337
Total Debt	6,922			6,806			6,964
Current Portion of Long-Term Debt	(51		)	(51		)	(187		)
Long-Term Debt	$	6,871		$	6,755		$	6,777

Unamortized discounts and deferred finance charges				$	116		$	132
Fair value	$	7,082

Current Portion of Long-Term Debt

The current portion of long-term debt is $51 million as of September 30, 2016. For CERP, the current portion of long-term debt is $30 million, which includes principal payments on its senior secured loan, other unsecured borrowings, and capitalized lease obligations. For CGP, the current portion of long-term debt is $21 million, which includes principal payments on term loans, special improvement district bonds, and various capital lease obligations.

Although there are no outstanding amounts under the revolving credit facilities for CERP or CGPH as of September 30, 2016, borrowings under these revolving credit facilities are each subject to separate note agreements executed based on the provisions of the applicable credit facility agreements, and each note has a contractual maturity of less than one year. The applicable credit facility agreements each have a contractual maturity of greater than one year, and we have the ability to rollover the outstanding principal balances on a long-term basis. Amounts borrowed under the revolving credit facilities are intended to satisfy short term liquidity needs and are classified as current.

Fair Value

We estimated the fair value of debt based on borrowing rates available as of September 30, 2016 for debt with similar terms and maturities, and based on market quotes of our publicly traded debt. We classify the fair value of debt within level 1 and level 2 in the fair value hierarchy.

Estimated Debt Service Payments ⁽¹⁾

(In millions)	Remaining 2016		2017		2018		2019		2020		Thereafter		Total
Long-Term Debt Principal
CERP	$	10	$	26	$	25	$	25	$	3,350	$	1,150	$	4,586
CGP	6		21		25		199		300		1,785		2,336
Total principal	16		47		50		224		3,650		2,935		6,922

Estimated Interest
CERP	190		380		380		380		340		130		1,800
CGP	80		180		180		180		150		130		900
Total interest	270		560		560		560		490		260		2,700

Principal and Interest
CERP	200		406		405		405		3,690		1,280		6,386
CGP	86		201		205		379		450		1,915		3,236
Total principal and interest	$	286	$	607	$	610	$	784	$	4,140	$	3,195	$	9,622

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⁽¹⁾	Debt principal payments are estimated amounts based on maturity dates and potential borrowings under our revolving credit facility. Interest payments are estimated based on the forward-looking LIBOR curve. Actual payments may differ from these estimates.

CERP Debt



	September 30, 2016								December 31, 2015
(Dollars in millions)	Final Maturity	Rate(s) ⁽¹⁾	Face Value			Book Value			Book Value
CERP Credit Facility
CERP Revolving Credit Facility⁽²⁾	2018	variable	$	—		$	—		$	80
CERP Term Loan ⁽³⁾	2020	7.00%	2,431			2,391			2,403
CERP Notes
CERP First Lien Notes	2020	8.00%	1,000			993			992
CERP Second Lien Notes	2021	11.00%	1,150			1,139			1,138
Capital lease obligations and other	2016 to 2017	various	5			5			14
Total CERP Debt			4,586			4,528			4,627
Current Portion of CERP Long-Term Debt			(30		)	(30		)	(117		)
CERP Long-Term Debt			$	4,556		$	4,498		$	4,510

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⁽¹⁾	Interest rate is fixed, except where noted.


⁽²⁾	Variable interest rate for amounts currently borrowed is determined by adding LIBOR to a base rate of 6.00%.


⁽³⁾	Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1% floor. The rate is set at the 1% floor as of September 30, 2016.

CGP Debt



	September 30, 2016								December 31, 2015
(Dollars in millions)	Final Maturity	Rate(s) ⁽¹⁾	Face Value			Book Value			Book Value
CGPH Credit Facilities
CGPH Senior Secured Revolving Credit Facility ⁽²⁾	2019	variable	$	—		$	—		$	45
CGPH Senior Secured Term Loan ⁽³⁾	2021	6.25%	1,149			1,120			1,126
CGPH Notes	2022	9.38%	675			661			660
Cromwell Credit Facility ⁽⁴⁾	2019	11.00%	172			168			169
Horseshoe Baltimore Credit and FF&E Facilities
Horseshoe Baltimore Revolving Facility Loan ⁽⁵⁾	2018	variable	—			—			—
Horseshoe Baltimore Credit Facility ⁽⁴⁾	2020	8.25%	298			287			288
Horseshoe Baltimore FF&E Facility⁽⁴⁾⁽⁶⁾	2019	8.75%	23			23			27
Other Secured Debt	2018	8.00%	4			4			4
Special Improvement District Bonds	2037	5.30%	14			14			14
Capital lease obligations and other	2016 to 2017	various	1			1			4
Total CGP Debt			2,336			2,278			2,337
Current Portion of CGP Long-Term Debt			(21		)	(21		)	(70		)
CGP Long-Term Debt			$	2,315		$	2,257		$	2,267

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⁽¹⁾	Interest rate is fixed, except where noted.


⁽²⁾	Variable interest rate calculated as LIBOR plus 5.00%.


⁽³⁾	Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1% floor. The rate is set at the 1% floor as of September 30, 2016.


⁽⁴⁾	Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1.25% floor. The rate is set at the 1.25% floor as of September 30, 2016.


⁽⁵⁾	Variable interest rate calculated as LIBOR plus 7.00%.


⁽⁶⁾	This represents an equipment financing term loan facility.

Terms of Outstanding Debt

Restrictive Covenants

The CERP Notes, CERP Credit Facility, CGPH Senior Secured Term Loan, CGPH Notes, Horseshoe Baltimore Credit and FF&E Facilities, and Cromwell Credit Facility all include negative covenants, subject to certain exceptions, and contain affirmative covenants and events of default, subject to exceptions, baskets and thresholds (including equity cure provisions in the case of the CERP Credit Facility, CGPH Senior Secured Term Loan, Horseshoe Baltimore Credit and FF&E Facilities, and the Cromwell Credit Facility), all of the preceding being customary in nature.

The restrictive covenants also require that we maintain Senior Secured Leverage Ratios (“SSLR”) as shown in the table below. SSLR is defined as the ratio of first lien senior secured net debt to earnings before interest, taxes, depreciation and amortization, adjusted as defined.



Credit Facility	Covenant Type	Effective Period	Requirement
CERP Credit Facility	CERP Maximum SSLR	From inception	8.00	to 1.00
CGPH Senior Secured Term Loan	CGPH Maximum SSLR	From inception	6.00	to 1.00
Horseshoe Baltimore Credit and FF&E Facilities⁽¹⁾	CBAC Maximum SSLR	Q1 - Q4 2016	7.50	to 1.00
	CBAC Maximum SSLR	Q1 - Q4 2017	6.00	to 1.00
	CBAC Maximum SSLR	Q1 2018 and thereafter	4.75	to 1.00
Cromwell Credit Facility	Cromwell Maximum SSLR	Q2 2016 - Q1 2017	5.00	to 1.00
Cromwell Credit Facility	Cromwell Maximum SSLR	Q2 2017 and thereafter	4.75	to 1.00

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⁽¹⁾	CBAC Borrower, LLC (“CBAC”) is a joint venture in which Caesars Baltimore Investment Company, LLC (“CBIC”) holds an interest. CBIC is a wholly owned subsidiary of CGP.

Guarantees

CERP has pledged a significant portion of its assets as collateral under the notes and facilities. The CERP Notes are co-issued, as well as fully and unconditionally guaranteed, jointly and severally, by Caesars Entertainment Resort Properties, LLC (parent entity) and each of its wholly-owned subsidiaries on a senior secured basis.

The CGPH Senior Secured Term Loan is guaranteed by the direct parent of CGPH and certain subsidiaries of CGPH, and is secured by the direct parent’s equity interest in CGPH and substantially all of the existing and future assets of CGPH and the subsidiary guarantors.

The CGPH Notes are secured by substantially all of the existing and future property and assets of CGPH and the subsidiary guarantors (subject to exceptions), and are guaranteed by CGPH and certain subsidiaries (subject to exceptions).

The Horseshoe Baltimore Credit Facility is secured by substantially all material assets of CBAC and its wholly-owned domestic subsidiaries.

The Horseshoe Baltimore FF&E Facility is secured by the FF&E that was purchased with the proceeds.

The Cromwell Credit Facility is secured by the assets of the Cromwell.