8-K

CAESARS ENTERTAINMENT CORPORATION

Date: March 28, 2013

/s/ MICHAEL D. COHEN

Michael D. Cohen

Senior Vice President, Deputy General Counsel

and Corporate Secretary

0001193125-13-132512.txt : 20130328 0001193125-13-132512.hdr.sgml : 20130328 20130328164955 ACCESSION NUMBER: 0001193125-13-132512 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20130327 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130328 DATE AS OF CHANGE: 20130328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAESARS ENTERTAINMENT Corp CENTRAL INDEX KEY: 0000858339 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 621411755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10410 FILM NUMBER: 13724629 BUSINESS ADDRESS: STREET 1: ONE CAESARS PALACE DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7024076000 MAIL ADDRESS: STREET 1: ONE CAESARS PALACE DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: HARRAHS ENTERTAINMENT INC DATE OF NAME CHANGE: 19950727 FORMER COMPANY: FORMER CONFORMED NAME: PROMUS COMPANIES INC DATE OF NAME CHANGE: 19920703 8-K 1 d511252d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

March 28, 2013 (March 27, 2013)

Date of Report (Date of earliest event reported)

Caesars Entertainment Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-10410

62-1411755

(State of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

One Caesars Palace Drive

Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 407-6000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1—Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Overview

Caesars Entertainment Corporation (the “Registrant” or the “Parent Guarantor”) previously announced on its Current Report on Form 8-K, dated February 15, 2013, that Caesars Operating Escrow LLC and Caesars Escrow Corporation (the “Escrow Issuers”), wholly owned subsidiaries of Caesars Entertainment Operating Company, Inc. (the “Company”), a wholly owned subsidiary of the Registrant, completed the offering of $1,500,000,000 aggregate principal amount of 9% senior secured notes due 2020 (the “notes”).

The Registrant further announced that pursuant to an escrow agreement dated as of February 15, 2013, among U.S. Bank National Association, as escrow agent and securities intermediary, U.S. Bank National Association, as trustee (the “Trustee”) under the Indenture (as defined below), and the Escrow Issuers, the Escrow Issuers deposited the gross proceeds of the notes, together with additional amounts necessary to redeem the notes, if applicable, into a segregated escrow account until the date that certain escrow conditions were satisfied. The escrow conditions included, among other things, the assumption by the Company of all obligations of the Escrow Issuers under the notes (the “CEOC Assumption”) and the receipt of all required regulatory approvals.

On March 27, 2013, the escrow conditions were satisfied, the CEOC Assumption was consummated and the Bank Transactions (as defined below) were consummated.

1. Supplemental Indenture and Senior Secured Notes due 2020

On March 27, 2013, pursuant to a supplemental indenture, dated as of March 27, 2013, among the Company and the Trustee (the “Supplemental Indenture”) to the indenture, dated as of February 15, 2013, among the Escrow Issuers, the Parent Guarantor and the Trustee (the “Indenture”), the Company assumed the obligations of the Escrow Issuers under the notes and the Indenture. The notes mature on February 15, 2020.

The Indenture provides that the notes are guaranteed by the Parent Guarantor and are secured by first-priority security interests in substantially all of the property and assets held by the Company and each wholly-owned, domestic subsidiary of the Company that is a subsidiary pledgor with respect to the senior secured credit facilities, the Company’s 11¹/₄% senior secured notes due 2017 issued pursuant to the indenture dated as of June 10, 2009 (the “Existing 11.25% First Lien Notes”), the Company’s 8¹/₂% senior secured notes due 2020 issued pursuant to the indenture dated as of February 14, 2012 (the “Existing 8.5% First Lien Notes”) and the Company’s 9.0% senior secured notes due 2020 issued pursuant to the indenture dated as of August 22, 2012 (the “Existing 9.0% First Lien Notes”), with certain exceptions.

The Company will pay interest on the notes at 9% per annum, semiannually to holders of record at the close of business on February 1 or August 1 immediately preceding the interest payment date on February 15 and August 15 of each year, commencing on August 15, 2013.

The Company may redeem the notes at its option, in whole or part, at any time prior to February 15, 2016, at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest to the redemption date and a “make-whole” premium. The Company may redeem the notes, in whole or in part, on or after February 15, 2016, at the redemption prices set forth in the Indenture. In addition, at any time and from time to time on or before February 15, 2015, the Company may choose to redeem in the aggregate up to 35% of the original aggregate principal amount at maturity of the notes (calculated after giving effect to the issuance of additional notes) at a redemption price equal to 109.000% of the principal amount thereof with the net proceeds of one or more equity offerings so long as at least 50% of the original aggregate principal amount at maturity of the notes (calculated after giving effect to any issuance of additional notes) remain outstanding after each such redemption.

The Indenture contains covenants that limit the Company’s (and most of its subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make other distributions in respect of its capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting its restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; (viii) enter into certain transactions with its affiliates; and (ix) designate its subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important limitations and exceptions outlined in the Indenture. The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately.

2. Joinder to Registration Rights Agreement

On March 27, 2013, in connection with the CEOC Assumption, the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers (the “Representative”), entered into a joinder (the “Joinder to the Registration Rights Agreement”) to the registration rights agreement, dated as of February 15, 2013 (the “Registration Rights Agreement”), among the Escrow Issuers, the Parent Guarantor and the Representative, relating to, among other things, the exchange offer for the notes and the related guarantee (as described above). Pursuant to the Joinder to the Registration Rights Agreement, the Company became a party to the Registration Rights Agreement and agreed to be bound by the terms thereof as if it had originally been a party thereto.

Subject to the terms of the Registration Rights Agreement, the Company and the Parent Guarantor will use their reasonable best efforts to either (a) register with the Securities and Exchange Commission, and cause to become effective a registration statement relating to an offer to exchange, notes having substantially identical terms as the notes as part of offers to exchange freely tradable exchange notes for notes, or (b) cause to make available an effective shelf registration statement relating to resales of certain registrable notes.

Under option (a) above, (1) the exchange offer registration statement needs to become effective by the fifth business day following the one year anniversary of the issuance of the notes, and (2) the exchange offer needs to be completed within 45 days after the exchange offer registration statement becomes effective. Under option (b) above, (1) an effective shelf registration statement must not cease to be made available by the 90^th day following the date on which the requirement to make such shelf registration statement arises, and (2) following effectiveness of the shelf registration statement, subject to limited exceptions, it needs to remain effective or otherwise available for more than 60 days in any 12-month period prior to the time the notes cease to be registrable notes.

If the Company and the Parent Guarantor fail to meet these targets (a “registration default”), the annual interest rate on the notes will increase by 0.25%. The annual interest rate on the notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per year. If the registration default is corrected, the applicable interest rate will revert to the original level.

3. Bank Amendment

On March 27, 2013, the Company consummated the previously announced amendment to its senior secured credit facilities (the “Bank Amendment”) pursuant to which the Company (i) used the net cash proceeds of the notes to repay a portion of existing term loans at par, with such repayment being applied: first, to all outstanding B-1, B-2 and B-3 term loans held by consenting lenders; second, to B-5 and B-6 term loans held by consenting lenders, in an amount up to 20% of the principal amount of the B-5 and B-6 term loans; and third, if any proceeds remain outstanding, to outstanding term loans as the Company elected in its discretion; (ii) increased the accordion capacity under the senior secured credit facilities by an additional $650 million (which may be used, among other things, to establish extended revolving facility commitments under the senior secured credit facilities); (iii) modified the calculation of the senior secured leverage ratio for purposes of the maintenance test under the senior secured credit facilities to exclude the notes; and (iv) modified certain other provisions of the senior secured credit facilities. As part of the Bank Amendment, the Company repaid approximately $1,433.3 million principal amount of term loans of consenting lenders. As part of the Bank Amendment, the Company also obtained $75 million of extended revolving facility commitments with a maturity of January 28, 2017. The effectiveness of these new commitments is subject to regulatory approval.

After taking into account of the repayments and new commitments described above, there is approximately $3,423.8 million of B-5 and B-6 term loans outstanding, $970.0 million of B-4 term loans outstanding, $29.2 million of B-1 and B-3 term loans outstanding with a maturity of January 28, 2015 and $109.4 million of revolving commitments outstanding with a maturity of January 28, 2014 and there would be $106.1 million of revolving commitments outstanding with a maturity of January 28, 2017 upon effectiveness of the new commitments. There are no B-2 term loans outstanding.

In connection with the Bank Amendment, on March 27, 2013, the Registrant, the Company and certain subsidiaries of the Company entered into a reaffirmation agreement (the “Reaffirmation Agreement”) to reaffirm the security under the senior secured credit agreement.

4. Joinder and Supplement to Intercreditor Agreement

On March 27, 2013, U.S. Bank National Association, as trustee under the Indenture (the “New Trustee”), U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent, entered into a joinder (the “Joinder to the Intercreditor Agreement”) to the Intercreditor Agreement, dated as of December 24, 2008, among Bank of America, N.A., as credit agreement agent, U.S. Bank National Association, as trustee, and each collateral agent for any future second lien indebtedness from time to time party thereto (the “Intercreditor Agreement”).

Pursuant to the Joinder to the Intercreditor Agreement, the New Trustee became a party to and agreed to be bound by the terms of the Intercreditor Agreement as an other first priority lien obligations agent, as if it had originally been party to the Intercreditor Agreement as a first lien agent. The Intercreditor Agreement governs the relative priorities of the respective security interests in the Company’s and the subsidiary pledgors’ assets securing (i) the notes, (ii) the 10.0% second-priority senior secured notes due 2015 and the 10.0% second-priority senior secured notes due 2018 issued pursuant to the indenture dated as of December 24, 2008, among the Company, Parent Guarantor and U.S. Bank National Association, as trustee, (iii) the 12.75% second-priority senior secured notes due 2018 issued pursuant to the indenture dated as of April 16, 2010 (iv) the 10.0% senior secured notes due 2018 issued pursuant to the indenture dated as of April 15, 2009, (v) the Existing 11.25% First Lien Notes, (vi) the Existing 8.5% First Lien Notes, (vii) the Existing 9.0% First Lien Notes and (viii) borrowings under the senior secured credit facilities and certain other matters relating to the administration of security interests.

5. Other First Lien Secured Party Consent to the Collateral Agreement

On March 27, 2013, U.S. Bank National Association entered into an other first lien secured party consent to the Collateral Agreement (the “Other First Lien Secured Party Consent to the Collateral Agreement”), as authorized representative (the “Authorized Representative for the Collateral Agreement”), for persons who shall become secured parties (the “New Secured Parties”) under the collateral agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009 (the “Collateral Agreement”) among the Company, each subsidiary of the Company identified therein as a party and Bank of America, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

Pursuant to the Other First Lien Secured Party Consent to the Collateral Agreement, the notes will be secured on a first-priority basis by substantially all of the assets of the Company and the assets of the subsidiary pledgors, and the Authorized Representative for the Collateral Agreement was authorized to become a party to the Collateral Agreement on behalf of the New Secured Parties under the Indenture and to act as the Authorized Representative for the New Secured Parties.

6. Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement

On March 27, 2013, U.S. Bank National Association entered into an other first lien secured party consent to the Guaranty and Pledge Agreement (the “Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement”), as authorized representative (the “Authorized Representative for the Guaranty and Pledge Agreement”), for persons who shall become secured parties (the “New Secured Parties”) under the guaranty and pledge agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009 (the “Guaranty and Pledge Agreement”) among the Parent Guarantor and the Collateral Agent.

Pursuant to the Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, the Parent Guarantor guarantees payment on the senior secured credit facilities and grants to the Collateral Agent for the benefit of the secured parties a security interest in all of its rights and title in the Collateral (as defined therein) as collateral security for prompt payment on the notes, the Existing 11.25% First Lien Notes, the Existing 8.5% First Lien Notes, the Existing 9.0% First Lien Notes and the senior secured credit facilities, and the Authorized Representative for the Guaranty and Pledge Agreement was authorized to become a party to the Guaranty and Pledge Agreement on behalf of the New Secured Parties under the Indenture and to act as the Authorized Representative for the New Secured Parties.

The foregoing summary is qualified in its entirety by reference to the Supplemental Indenture, the Joinder to the Registration Rights Agreement, the Bank Amendment, the Reaffirmation Agreement, the Joinder to the Intercreditor Agreement, the Other First Lien Secured Party Consent to the Collateral Agreement and the Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, and incorporated herein by reference.

Section 2—Financial Information

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description

	4.1	Supplemental Indenture, dated as of March 27, 2013, by and among Caesars Entertainment Operating Company, Inc. and U.S. Bank National Association, as trustee.

	4.2	Joinder to Registration Rights Agreement, dated as of March 27, 2013, by and among Caesars Entertainment Operating Company, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers.

	10.1	Amendment, dated as of February 6, 2013, to the Second Amended and Restated Credit Agreement, dated as of March 1, 2012, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties named therein.

	10.2	Reaffirmation Agreement, dated as of March 27, 2013, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc. each Subsidiary Loan Party party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent under the Amended and Restated Credit Agreement dated as of May 20, 2011, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the lenders party thereto from time to time and the other parties party thereto.

	10.3	Joinder and Supplement to the Intercreditor Agreement, dated as of March 27, 2013, by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent.



	10.4			Other First Lien Secured Party Consent to the Collateral Agreement, dated as of March 27, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.

	10.5			Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of March 27, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

4.1		Supplemental Indenture, dated as of March 27, 2013, by and among Caesars Entertainment Operating Company, Inc. and U.S. Bank National Association, as trustee.

4.2		Joinder to Registration Rights Agreement, dated as of March 27, 2013, by and among Caesars Entertainment Operating Company, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers.

10.1		Amendment, dated as of February 6, 2013, to the Second Amended and Restated Credit Agreement, dated as of March 1, 2012, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties named therein.

10.2		Reaffirmation Agreement, dated as of March 27, 2013, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc. each Subsidiary Loan Party party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent under the Amended and Restated Credit Agreement dated as of May 20, 2011, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., the lenders party thereto from time to time and the other parties party thereto.

10.3		Joinder and Supplement to the Intercreditor Agreement, dated as of March 27, 2013, by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent.

10.4		Other First Lien Secured Party Consent to the Collateral Agreement, dated as of March 27, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.

10.5		Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of March 27, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.

EX-4.1 2 d511252dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 27, 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”).

W I T N E S S E T H :

WHEREAS CAESARS OPERATING ESCROW LLC, a Delaware limited liability company, CAESARS ESCROW CORPORATION, a Delaware corporation (together, the “Escrow Issuer”) and CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (the “Parent Guarantor”) have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of February 15, 2013, providing for the issuance of the Escrow Issuer’s 9% Senior Secured Notes due 2020 (the “Notes”), initially in the aggregate principal amount of $1,500,000,000;

WHEREAS Section 14.01 of the Indenture provides that the New Issuer may execute and deliver to the Trustee a supplemental indenture pursuant to which the New Issuer shall unconditionally assume all the Escrow Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the New Issuer and the Parent Guarantor are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Issuer, the Parent Guarantor, the Escrow Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Assume Obligations. The New Issuer hereby agrees to unconditionally assume the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XIV of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of the Issuer under the Indenture.

3. Notices. All notices or other communications to the New Issuer shall be given as provided in Section 13.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Release of Obligations of Escrow Issuer. Upon execution of this Supplemental Indenture by the New Issuer, the Parent Guarantor and the Trustee, the Escrow Issuer is released and discharged from all obligations under the Indenture and the Notes.

6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

7. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


CAESARS ENTERTAINMENT OPERATING COMPANY, INC.

By:		/s/ ERIC HESSION
		Name: Eric Hession
		Title: Senior Vice President and Treasurer

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:		/s/ RAYMOND S. HAVERSTOCK
		Name: Raymond S. Haverstock
		Title: Vice President


Acknowledged by:

CAESARS OPERATING ESCROW LLC

By:		/s/ MICHAEL D. COHEN
		Name: Michael D. Cohen
		Title: Secretary

CAESARS ESCROW CORPORATION

By:		/s/ MICHAEL D. COHEN
		Name: Michael D. Cohen
		Title: Secretary

EX-4.2 3 d511252dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

Registration Rights Agreement Joinder

March 27, 2013

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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the “Representative”) of the several Initial Purchasers heretofore executed and delivered a Registration Rights Agreement (the “Registration Rights Agreement”), dated February 15, 2013, 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);

WHEREAS, as a condition to the release of the proceeds from the sale of the Notes from escrow, Caesars Entertainment Operating Company, Inc. (the “Company”) has agreed to assume all obligations of the Issuers under the Notes and the Indenture and become the successor obligor of the Notes in all respects, pursuant to the CEOC Assumption; and

WHEREAS, the Company has agreed to become party to the Registration Rights Agreement upon the consummation of the CEOC Assumption.

NOW, THEREFORE, the Company hereby agrees for the benefit of the Initial Purchasers, as follows:

1. Joinder. The Company hereby acknowledges that it has received and reviewed a copy of the Registration Rights Agreement and all other documents it deems fit to enter into this joinder agreement (the “Registration Rights Agreement Joinder”), and acknowledges and agrees to (i) join and become a party to the Registration Rights Agreement as indicated by its signature below; (ii) be bound by all covenants, agreements, representations, warranties, indemnities and acknowledgments attributable to the Company in the Registration Rights Agreement as if the Company was a party thereto as of the date of the Registration Rights Agreement; and (iii) perform all obligations and duties required and be entitled to all the benefits of the Company pursuant to the Registration Rights Agreement.

2. Representations and Warranties and Agreements of the Company. The Company hereby represents and warrants to and agrees with the Initial Purchasers that it has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Registration Rights Agreement Joinder and to consummate the transactions contemplated hereby and under the Registration Rights Agreement.

3. Release of Obligations of Escrow Issuers. Upon execution of this Registration Rights Agreement Joinder by the Company and the Representative, the Issuers are hereby released and discharged from all obligations under the Registration Rights Agreement.

4. Counterparts. This Registration Rights Agreement Joinder may be signed in one or more counterparts (which may be delivered in original form or via facsimile), each of which shall constitute an original when so executed and delivered and all of which together shall constitute one and the same agreement.

5. Amendments. No amendment or waiver of any provision of this Registration Rights Agreement Joinder, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties to the Registration Rights Agreement.

6. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

7. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS JOINDER AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned has executed this agreement this 27th day of March, 2013.


CAESARS ENTERTAINMENT OPERATING COMPANY, INC.

By:		/s/ ERIC HESSION
		Name: Eric Hession
		Title: Senior Vice President and Treasurer

[Signature page to Joinder to Registration Rights Agreement]

The foregoing Registration Rights Agreement Joinder is hereby

confirmed and accepted as of the date first above written,


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:		/s/ DANIEL KELLY
Name: Daniel Kelly
Title: Managing Director

For itself and as Representative of the other Initial Purchasers

[Signature page to Joinder to Registration Rights Agreement]

EX-10.1 4 d511252dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT, dated as of February 6, 2013 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of March 1, 2012 (as amended, modified or supplemented through the date hereof, the “Credit Agreement”), among Caesars Entertainment Operating Company, Inc., a Delaware corporation (the “Borrower”), Caesars Entertainment Corporation, a Delaware corporation (“Holdings”), the lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), and the other parties named therein.

W I T N E S S E T H:

WHEREAS, Section 9.08 of the Credit Agreement permits the Administrative Agent and/or the Collateral Agent (with the consent of the Required Lenders) to enter into amendments, waivers, supplements or other modifications to the Credit Agreement and the other Loan Documents with the relevant Loan Parties; and

WHEREAS, the Loan Parties desire to amend the Credit Agreement and the other Loan Documents on the terms set forth herein to provide for the repayment of a portion of the outstanding Term Loans at par, to establish new Extended Maturity Revolving Facility Commitments and to make certain other changes set forth herein.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

Definitions

Section 1.1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein or the context otherwise requires.

ARTICLE II

Amendment

Section 2.1. Amendments.

(a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions in proper alphabetical order:

“February 2013 Amendment” shall mean the Amendment, dated as of February 6, 2013, to the Agreement, as amended and supplemented to the February 2013 Amendment Effective Date (without giving effect to the February 2013 Amendment).

“February 2013 Amendment Effective Date” shall mean the first date on which each of the conditions set forth in Section 4.1 of the February 2013 Amendment have been satisfied or waived.

“February 2013 Extended Maturity Revolving Facility Commitments” shall mean the Extended Maturity Revolving Facility Commitments established pursuant to the February 2013 Amendment.

“February 2013 First Lien Notes” shall mean $1,500,000,000 in aggregate principal amount of the Borrower’s 9% Senior Secured Notes due 2020 having terms substantially as set forth in the February 2013 First Lien Notes Offering Memorandum issued pursuant to the February 2013 First Lien Notes Indenture and any notes issued by the Borrower in exchange for, and as contemplated by, the February 2013 First Lien Notes and the related registration rights agreement with substantially identical terms as the February 2013 First Lien Notes.

“February 2013 First Lien Notes Indenture” shall mean the Indenture, dated August 22, 2012, among Holdings, the Borrower and certain of the Subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

“February 2013 First Lien Notes Offering Memorandum” shall mean the offering memorandum, dated February 4, 2013, in respect of the February 2013 First Lien Notes.

(b) The definition of “First Lien Notes” contained in Section 1.1 of the Credit Agreement is hereby amended by:

(i) inserting the following words immediately after clause (ii) thereof;

“, (iii) the February 2013 First Lien Notes”; and

(ii) re-numbering clause (iii) and (iv) thereof as clause (iv) and (v), respectively.

(i) inserting the words “, February 2013 Extended Maturity Revolving Facility Commitments” before the words “or Replacement Revolving Facility Commitments” in clause (b)(x) thereof;

(ii) inserting the words “and First Lien Notes” after each instance of the words “Term Loans and Revolving Facility Commitments” in clause (2) thereof;

(iii) replacing the word “and” with “,” after the first and third instances of the words “Term Loans” in clause (2) thereof; and

(iv) inserting the words “plus (3) $650.0 million” immediately after clause (2) thereof.

(d) The definition of “Net Proceeds” contained in Section 1.1 of the Credit Agreement is hereby amended by replacing each reference to “15 months” with the words “18 months” and replacing the words “15-month” with the words “18-month” in each case in the proviso to such definition.

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(e) The definition of “Total First Lien Senior Secured Net Debt” contained in Section 1.1 of the Credit Agreement is hereby amended by:

(i) replacing the word “and” with “,” immediately before clause (y) of the proviso thereof; and

(ii) inserting the following words immediately after clause (y) of the proviso thereof:

“and (z) the February 2013 First Lien Notes and Permitted Refinancing Indebtedness in respect thereof”.

(f) Section 2.11(g)(i) of the Credit Agreement is hereby amended by deleting clause (A) of the proviso thereof and replacing it with the following words:

“(A) [reserved],”.

(g) Section 2.21(c) of the Credit Agreement is hereby amended by inserting the words “or with respect to Incremental Term Loan Commitments or Incremental Revolving Facility Commitments incurred under clause (2) or (3) of the definition of “Incremental Amount”” at the end of the proviso in clause (ii) of such Section.

(h) Section 6.01 of the Credit Agreement is hereby amended by:

(i) inserting the following clause (gg) immediately after clause (ff) thereof:

“(gg) Indebtedness pursuant to the February 2013 First Lien Notes and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; and”;

(ii) re-numbering clause (gg) thereof as clause (hh) and replacing the words “(ff)” in such clause with the words “(gg)”; and

(iii) modifying the last paragraph of Section 6.01 by:

(A) replacing the word “or” with “,” before clause (3) thereof; and

(B) inserting the following words immediately after clause (3) thereof:

“or (4) the proceeds thereof are otherwise set aside to fund such Refinancing pursuant to procedures reasonably agreed with the Administrative Agent”.

(i) Section 9.04(b)(i)(A) of the Credit Agreement is hereby amended by:

(i) replacing the words “Revolving Facility Commitment” with the words “Original Maturity Revolving Facility Commitment” in clause (ii) thereof;

(ii) insert the following words immediately after clause (ii) thereof:

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“, (iii) for an assignment of an Extended Maturity Revolving Facility Commitment to a Revolving Facility Lender with an Extended Maturity Revolving Facility Commitment, an affiliate of a Revolving Facility Lender with an Extended Maturity Revolving Facility Commitment or an Approved Fund with respect to a Revolving Facility Lender with an Extended Maturity Revolving Facility Commitment”; and

(iii) re-numbering clause (iii) thereof as clause (iv).

(j) Section 9.04(i) of the Credit Agreement is hereby amended by deleting clause (A) of the proviso thereof and replacing it with the following words:

“(A) [reserved],”

ARTICLE III

Commitments

Section 3.1. Extended Maturity Revolving Facility Commitments. On the Extended Maturity Revolving Commitments Effective Date, each institution who, on or prior to 5:00 p.m., New York City time on the date that is three (3) Business Days prior to the Extended Maturity Revolving Commitments Effective Date (the “Incremental Election Deadline”), executes and delivers a counterpart to this Amendment (each, an “Incremental Lender”) agrees, to the extent set forth on such counterpart (such counterpart, the “Incremental Election Form”), to provide Incremental Revolving Facility Commitments (which shall be in the form of Extended Maturity Revolving Facility Commitments under the Credit Agreement) to the Borrower in a principal amount equal to the amount set forth on such Incremental Lender’s Incremental Election Form and to make Revolving Facility Loans to the Borrower from time to time, in each case, in accordance with the applicable procedures set forth in Article II of the Credit Agreement. On the Extended Maturity Revolving Commitments Effective Date, (i) each Incremental Lender will become a Revolving Facility Lender under the Credit Agreement with an Extended Maturity Revolving Facility Commitment and (ii) the aggregate amount of Extended Maturity Revolving Facility Commitments outstanding immediately prior to the Extended Maturity Revolving Commitments Effective Date shall be increased by the aggregate amount of Extended Maturity Revolving Facility Commitments provided by such Incremental Lenders hereunder.

ARTICLE IV

Conditions and Miscellaneous

Section 4.1. Conditions to Effectiveness of Amendment. This Amendment (other than with respect to Section 3.1) shall become effective on the date (the “Amendment Effective Date”) on which the following conditions are satisfied or waived:

(a) The Administrative Agent (or its counsel) shall have received from the Administrative Agent, the L/C Issuer, the Swingline Lender, the Borrower, Holdings and Lenders constituting the Required Lenders either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

(b) The Administrative Agent shall have received the net cash proceeds (the “Notes Proceeds”) from the incurrence of at least $1.5 billion of February 2013 First Lien Notes, to be applied to repay Term Loans as follows:

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(i) first, to repay the aggregate principal amounts of Term B-1 Loans, Term B-2 Loans and Term B-3 Loans held by each Consenting Lender (other than a Defaulting Lender) on the Amendment Effective Date which such Consenting Lender has elected to be repaid at par as set forth on such Lender’s Consent Form (as defined below);

(ii) second, to the repayment of the aggregate principal amounts of Term B-5 Loans and Term B-6 Loans (such Lender’s “B5/B6 Submitted Amount”) held by each Consenting Lender (other than a Defaulting Lender) on the Amendment Effective Date which such Consenting Lender has elected to be repaid at par as set forth on such Lender’s Consent Form; provided that, if the aggregate B5/B6 Submitted Amount of all Consenting Lenders exceeds the lesser of (x) 20% of the outstanding principal amount of all Term B5 Loans and Term B-6 Loans on the Amendment Effective Date and (y) the amount of Notes Proceeds remaining after the application of the repayments pursuant to clause (i) above, the Borrower shall repay portions of the B5/B6 Submitted Amount on a ratable basis among such Consenting Lenders up to such lesser amount; and

(iii) third, to repay Term Loans elected to be repaid by the Borrower on the Amendment Effective Date.

(c) The Administrative Agent shall have received from the Borrower a consent fee payable for the account of each Consenting Lender (other than a Defaulting Lender) holding outstanding Revolving Facility Commitments or Term B-4 Loans as of the Amendment Effective Date equal to 0.10% of the sum of (x) the aggregate principal amount of Term B-4 Loans, if any, held by such Lender as of the Amendment Effective Date with respect to which a consent was delivered and (y) the aggregate amount of the Revolving Facility Commitments, if any, of such Lender as of the Amendment Effective Date with respect to which a consent was delivered.

(d) The Administrative Agent shall have received all fees payable thereto on or prior to the Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Cahill, Gordon & Reindel LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.

(e) A reaffirmation agreement substantially in the form previously delivered under the Credit Agreement shall have been executed and delivered by each party thereto.

(f) The Administrative Agent shall have received, on behalf of itself, the Lenders and the L/C Issuer on the Amendment Effective Date, a written opinion of (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP or other counsel reasonably acceptable to the Administrative Agent, as counsel for the Loan Parties, and (ii) each local counsel specified on Schedule 1 or other counsel reasonably acceptable to the Administrative Agent, in each case (a) dated the Amendment Effective Date, (b) addressed to the Administrative Agent, the Lenders and the L/C Issuer on the Amendment Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent. Each Loan Party hereby instructs its counsel to deliver such opinions.

(g) The Borrower shall have received applicable regulatory approval for effectiveness of the Amendment (other than with respect to the Extended Maturity Revolving Facility Commitments to be established pursuant to Section 3.1 hereof) and the offering of the February 2013 First Lien Notes.

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As used herein, “Consenting Lender” shall mean each Lender who, on or prior to 5:00 p.m., New York City time on February 6, 2013 (the “Consent Deadline”), executes and delivers to the Administrative Agent a counterpart to this Amendment (such counterpart, the “Consent Form”).

Section 4.2. Condition to Effectiveness of the Extended Maturity Revolving Facility Commitments. The Extended Maturity Revolving Facility Commitments to be established pursuant to Section 3.1 hereof shall become effective on the date (the “Extended Maturity Revolving Commitments Effective Date”) selected by the Borrower that is on or after the date on which the following conditions are satisfied:

(a) The Amendment Effective Date shall have occurred.

(b) The Borrower shall have received the applicable regulatory approval for the Extended Maturity Revolving Facility Commitments to be established pursuant to Section 3.1 hereof.

Section 4.3. Representation and Warranties. Each of the Borrower and Holdings represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof and as of the Amendment Effective Date:

(i) this Amendment has been duly authorized, executed and delivered by each of the Borrower and Holdings, constitutes the legal, valid and binding obligations of each of the Borrower and Holdings enforceable against each of them in accordance with its terms and the Credit Agreement;

(ii) the execution, delivery and performance by the Borrower and Holdings of this Amendment will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of the Borrower or any Loan Party, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which the Borrower or any such Loan Party is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) or (ii) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired the Borrower or any such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens;

(iii) the representations and warranties set forth in the Loan Documents are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); and

(iv) no Default or Event of Default has occurred and is continuing under the Credit Agreement.

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Section 4.4. Further Agreements. The Borrower shall deliver or cause to be delivered to the Administrative Agent within 120 days after the Amendment Effective Date (or such later date as the Administrative Agent may permit), the following items (in each case subject to Section 5.10(g) of the Credit Agreement):

(a) customary written opinions of local counsel to the Borrower and the applicable Loan Parties in each jurisdiction in which any Mortgaged Property is located, and of admiralty counsel to the Borrower and the applicable Loan Parties with respect to each Mortgaged Vessel, with respect to the perfection of the Collateral Agent’s liens on the applicable Mortgaged Properties and Mortgaged Vessels in each case (a) addressed to the Administrative Agent, the Lenders and the L/C Issuer as of such date of delivery and (b) in form and substance consistent with such opinions delivered in previous transactions under the Credit Agreement or otherwise reasonably satisfactory to the Administrative Agent;

(b) with respect to each Mortgage Amendment (as defined below), if any, a written opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP or other counsel reasonably acceptable to the Administrative Agent, as counsel for the Loan Parties where the applicable Loan Party executing such Mortgage Amendment is organized, regarding the due execution and delivery of the applicable Mortgage Amendment, the corporate formation, existence and good standing of the applicable Loan Party, in each case (a) addressed to the Administrative Agent, the Lenders and the L/C Issuer as of such date of delivery and (b) in form and substance consistent with such opinions delivered in previous transactions under the Credit Agreement or otherwise reasonably satisfactory to the Administrative Agent;

(c) if reasonably required by the Administrative Agent pursuant to the advice of local counsel or admiralty counsel to the Borrower and the applicable Loan Parties, an amendment to the applicable Mortgage or Ship Mortgage in form and substance reasonably satisfactory to the Administrative Agent and in proper form for recording in the public records where the applicable Mortgage or Ship Mortgage is recorded (each, a “Mortgage Amendment”) and, if applicable, a UCC-3 amendment with respect to any UCC-1 financing statement; and

(d) with respect to each Mortgaged Property and each Mortgaged Vessel, a title search dated as of a date on or after the Effective Date or otherwise reasonably acceptable to the Administrative Agent, conducted by a title insurance company reasonably satisfactory to the Administrative Agent (Chicago Title and First American being deemed satisfactory) which reflects that such Mortgaged Property or Mortgaged Vessel, as applicable, is free and clear of all title defects and encumbrances other than Permitted Liens.

Section 4.5. Loan Document; Security. This Amendment is a Loan Document executed pursuant to the Credit Agreement (including Section 2.21 thereof) and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. After giving effect to the incurrence of the Extended Maturity Revolving Facility Commitments on the Extended Maturity Revolving Commitments Effective Date, such Commitments shall constitute Obligations under the Credit Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under the Credit Agreement and the other Loan Documents and such incurrence shall not result in a reduction in the outstanding amount of Obligations that are permitted to be secured by the Collateral without equally and ratably securing any Retained Notes.

Section 4.6. Effectiveness; Counterparts; Amendments. This Amendment shall become effective when copies hereof that, when taken together, bear the signatures of Holdings, the Borrower and the Required Lenders shall have been received by the Administrative Agent. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing

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signed by the Administrative Agent, Holdings, the Borrower and the Required Lenders. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 4.7. No Novation. This Amendment shall not extinguish the Loans outstanding under the Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the Loans outstanding under the Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby. Notwithstanding any provision of this Amendment, the provisions of Sections 2.14, 2.15, 2.16, and 9.05 of the Credit Agreement as in effect immediately prior to the Amendment Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Amendment Effective Date.

Section 4.8. Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Credit Agreement.

Section 4.9. Applicable Law; Waiver of Jury Trial. (A) THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATING TO THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.11 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

Section 4.10. Jurisdiction; Consent to Service of Process.

(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Amendment or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Amendment or any of the other Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (i) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (ii) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.


Caesars Entertainment Corporation

By:		/s/ ERIC HESSION
		Name: Eric Hession Title: Senior Vice President and Treasurer

Caesars Entertainment Operating Company, Inc.

By:		/s/ ERIC HESSION
		Name: Eric Hession Title: Senior Vice President and Treasurer

[Signature Page to Amendment]


BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swingline Lender

By:		/s/ EDWARD MARTIN
		Name: Edward Martin Title: Director



By:		/s/ EDWARD MARTIN
		Name: Edward Martin Title: Director

[Signature Page to Amendment]

EX-10.2 5 d511252dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

REAFFIRMATION AGREEMENT

REAFFIRMATION AGREEMENT (this “Agreement”), dated as of March 27, 2013, 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”).

WHEREAS, Holdings, the Borrower, the Required Lenders (as defined therein) party thereto and the Administrative Agent have entered into the Amendment, dated as of February 6, 2013 (the “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of March 1, 2012 (the “Existing Credit Agreement” and, as amended after giving effect to the Amendment, the “Amended Credit Agreement”), among Holdings, the Borrower, the Administrative Agent, the lenders party thereto from time to time and the other parties and agents party thereto;

WHEREAS, each of the Reaffirming Parties is party to one or more of the Security Documents (such term and each other capitalized term used but not defined herein having the meaning assigned to such terms in the Amended Credit Agreement);

WHEREAS, each Reaffirming Party expects to realize, or has realized, substantial direct and indirect benefits as a result of the Amendment becoming effective and the consummation of the transactions contemplated thereby (including the establishment of additional Extended Maturity Revolving Facility Commitments pursuant to Section 3.1 of the Amendment on the date hereof); and

WHEREAS, the execution and delivery of this Agreement is a condition precedent to the consummation of the transactions contemplated by the Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Reaffirmation/Amendment

Section 1.01 Reaffirmation. (a) Each of the Reaffirming Parties (i) hereby consents to the Amendment and the transactions contemplated thereby, (ii) hereby confirms its guarantees (in the case of Holdings) and its pledges, grants of security interests and other agreements (in the case of all Reaffirming Parties), as applicable, under each of the Security Documents to which it is party and (iii) agrees that notwithstanding the effectiveness of the Amendment and the consummation of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other agreements shall continue to be in full force and

effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and the Borrower with Section 5.10 of the Amended Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to which it is party and further agrees that notwithstanding the effectiveness of the Amendment and the consummation of the transactions contemplated thereby, such obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement.

(b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower hereby confirms and agrees that the Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments constitute Loan Document Obligations (as defined in the Collateral Agreement).

Section 1.02 Confirmation. On and after the effectiveness of the Amendment, the parties confirm and acknowledge that (i) each reference in each Security Document to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall be a reference to the Amended Credit Agreement, as such agreement may be amended, modified or supplemented and in effect from time to time and (ii) the definition of any term defined in any Security Document by reference to the terms defined in the “Credit Agreement” shall reference the defined terms in the Amended Credit Agreement, as the same may be amended, modified or supplemented and in effect from time to time.

ARTICLE II

Representations and Warranties

Each Reaffirming Party hereby represents and warrants, which representations and warranties shall survive execution and delivery of this Agreement, as follows:

Section 2.01 Organization. Such Reaffirming Party is duly organized and validly existing in good standing under the laws of the jurisdiction of its formation.

Section 2.02 Authority; Enforceability. Such Reaffirming Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. Such Reaffirming Party has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Section 2.03 Security Documents. The representations and warranties of such Reaffirming Party contained in each Security Document are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct as of such earlier date).

ARTICLE III

Miscellaneous

Section 3.01 Notices. All notices and other communications hereunder shall be made at the addresses, in the manner and with the effect provided in Section 9.01 of the Amended Credit Agreement, provided that, for this purpose, the address of each Reaffirming Party shall be the one specified for the Borrower under the Amended Credit Agreement.

Section 3.02 Security Document. This Agreement is a Security Document executed pursuant to the Amended Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

Section 3.03 Section Captions. Section captions used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

Section 3.04 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

Section 3.05 Amendment. This Agreement may be waived, modified or amended only by a written agreement executed by each of the parties hereto.

Section 3.06 Counterparts. This Agreement may be executed in any number of separate counterparts by the parties hereto (including by telecopy or via electronic mail), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

Section 3.07 Applicable Law; Waiver of Jury Trial. (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.11 OF THE AMENDED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

Section 3.08 Gaming Laws. Each party hereto agrees as set forth in Sections 7.19, 7.20, 7.21 and 7.24 of the Collateral Agreement as if such sections were set forth in full herein.

Section 3.09 No Novation. Neither this Agreement nor the execution, delivery or effectiveness of the Amendment shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or any Security Documents or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding

under the Existing Credit Agreement, the Security Documents or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement, the Amendment or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of Holdings, the Borrower or any Subsidiary Party under any Security Document from any of its obligations and liabilities as “Holdings”, the “Borrower”, a “Subsidiary Loan Party”, a “Pledgor” or a “Guarantor” under the Existing Credit Agreement or the Security Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.


Caesars Entertainment Corporation

By:		/S/ ERIC HESSION
Name:		Eric Hession
Title:		Senior Vice President and Treasurer

Caesars Entertainment Operating Company, Inc.

By:		/S/ ERIC HESSION
Name:		Eric Hession
Title:		Senior Vice President and Treasurer