FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 9th, 2020 • Caesars Entertainment, Inc. • Hotels & motels • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___, 20__, by and between Caesars Entertainment, Inc., a Delaware corporation (the “Company”), and _________________________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 3rd, 2023 • Caesars Entertainment, Inc. • Hotels & motels • Nevada
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2022 (the “Effective Date”), by and between Caesars Enterprise Services, LLC, a Delaware limited liability company (the “Company”), and Stephanie Lepori (the “Executive”).
MASTER LEASEMaster Lease • October 1st, 2018 • Eldorado Resorts, Inc. • Hotels & motels • New York
This MASTER LEASE (the “Master Lease”) is entered into as of October 1, 2018, by and among GLP CAPITAL, L.P. (together with its permitted successors and assigns, “GLPC”), and TROPICANA AC SUB CORP. (together with its permitted successors and assigns, “Tropicana AC Sub”, and collectively with GLPC, “Landlord”), and TROPICANA ENTERTAINMENT, INC., a Delaware corporation (together with its permitted successors and assigns, “TEI”), and TROPICANA ATLANTIC CITY CORP. ( together with its permitted successors and assigns (“NJ Operator”, and collectively with TEI, “Tenant”).
ELDORADO RESORTS, INC. $500,000,000 6% Senior Notes due 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2017 • Eldorado Resorts, Inc. • Hotels & motels • New York
Eldorado Resorts, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $500,000,000 principal amount of its 6% Senior Notes due 2025 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of March 29, 2017 (the “Base Indenture”) among the Company (as successor in interest to Eagle II Acquisition Company LLC (the “Escrow Issuer”) pursuant to that certain Supplemental Indenture dated as of May 1, 2017 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), the guarantors listed in Schedule 2 hereto (the Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on a senior basis by each of the Guarantors (the “Guarantees”). The Securities and the Company’s existing 6% Senior Notes due 2025 issued prior to the Closing Date,
NeoGames S.A. 3,457,346 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2021 • Caesars Entertainment, Inc. • Hotels & motels • New York
Caesars Entertainment, Inc. (the “Selling Shareholder”) proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), and the Underwriters, acting severally and not jointly, agree to purchase, an aggregate of 3,457,346 ordinary shares (the “Firm Shares”), no par value per share (“Ordinary Shares”), of the NeoGames S.A., a Luxembourg public limited liability company (société anonyme) (the “Company”). The Selling Shareholder also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 518,601 Ordinary Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
GUARANTYGuaranty • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York
This GUARANTY OF LEASE (this “Guaranty”), is made and entered into as of the 20th day of July, 2020 by and among ELDORADO RESORTS, INC., a Nevada corporation (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date hereof, following the making by Guarantor of this Guaranty) (together with its successors and permitted assigns, “Guarantor”), CPLV Property Owner LLC, a Delaware limited liability company (“CPLV Landlord”) and Claudine Propco LLC, a Delaware limited liability company (“HLV Landlord”; CPLV Landlord and HLV Landlord, together with their respective successors and permitted assigns, collectively, “Landlord”).
VOTING AGREEMENTVoting Agreement • September 22nd, 2016 • Eldorado Resorts, Inc. • Hotels & motels • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of September 19, 2016, is entered into by and among Eldorado Resorts, Inc., a Nevada corporation (“Parent”), Isle of Capri Casinos, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
PURCHASE AND SALE AGREEMENT by and between ELDORADO RESORTS, INC., a Nevada corporation and a Delaware limited partnership Harrah’s New Orleans New Orleans, Louisiana Effective Date: September 26, 2019Purchase and Sale Agreement • September 26th, 2019 • Eldorado Resorts, Inc. • Hotels & motels • Louisiana
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of September 26, 2019 (the “Effective Date”) by and between ELDORADO RESORTS, INC., a Nevada corporation (“Eldorado”), having an office at 100 West Liberty Street, Suite 1150, Reno, Nevada 89501, and VICI PROPERTIES L.P., a Delaware limited partnership (“Buyer”), having an office at c/o VICI Properties Inc., 430 Park Avenue, 8th Floor, New York, New York 10022.
SECOND AMENDED AND RESTATED PUT-CALL RIGHT AGREEMENTPut-Call Right Agreement • September 18th, 2020 • Caesars Entertainment, Inc. • Hotels & motels • Nevada
THIS SECOND AMENDED AND RESTATED PUT-CALL RIGHT AGREEMENT (this “Agreement”) is entered into as of September 18, 2020, by and among CLAUDINE PROPCO LLC, a Delaware limited liability company (together with its successors and permitted assigns, “VICI”), and CAESARS CONVENTION CENTER OWNER, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Owner”). VICI and Owner are together referred to herein as the “Parties”, and each individually, a “Party”.
INCREMENTAL ASSUMPTION AGREEMENT NO. 1Credit Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York
CREDIT AGREEMENT dated as of December 22, 2017 (this “Agreement”), among CAESARS RESORT COLLECTION, LLC, a Delaware limited liability company (the “Initial Borrower”), each other BORROWER party hereto from time to time, the LENDERS party hereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties.
FIRST AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 20th, 2024 • Caesars Entertainment, Inc. • Hotels & motels
This First Amendment to the Amended and Restated Executive Employment Agreement (the “Amendment”) is entered into as of January 26, 2024 (the “Effective Date”), by and between Caesars Enterprise Services, LLC, a Delaware limited liability company (the “Company”), and Stephanie Lepori (the “Executive”).
EIGHTH AMENDMENT TO LEASELease • November 5th, 2021 • Caesars Entertainment, Inc. • Hotels & motels
This EIGHTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of September 3, 2021, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York
RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of July 20, 2020 (the “Effective Date”), by and between ELDORADO RESORTS, INC., a Nevada corporation (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date hereof) (“Eldorado”), and VICI PROPERTIES L.P., a Delaware limited partnership (“Propco”).
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York
RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of July 20, 2020 (the “Effective Date”), by and between ELDORADO RESORTS, INC., a Nevada corporation (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date hereof) (“Eldorado”), and VICI PROPERTIES L.P., a Delaware limited partnership (“Propco”).
AGREEMENT AND PLAN OF MERGER by and among ELDORADO RESORTS, INC., DELTA MERGER SUB, INC., GLP CAPITAL, L.P. and TROPICANA ENTERTAINMENT INC. Dated as of April 15, 2018Agreement and Plan of Merger • April 16th, 2018 • Eldorado Resorts, Inc. • Hotels & motels • New York
This AGREEMENT AND PLAN OF MERGER, dated as of April 15, 2018 (this “Agreement”), is made by and among Eldorado Resorts, Inc., a Nevada corporation (“Parent”), Delta Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), GLP Capital, L.P., a Pennsylvania limited partnership (“Gamma” and together with Parent, the “Acquirors”), and Tropicana Entertainment Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 9.4 or as otherwise defined elsewhere in this Agreement.
FOURTH AMENDMENT TO LEASELease • March 1st, 2021 • Caesars Entertainment, Inc. • Hotels & motels
This FOURTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of November 18, 2020, by and among CPLV PROPERTY OWNER LLC and CLAUDINE PROPCO LLC, each a Delaware limited liability company (collectively, and together with their respective successors and assigns, “Landlord”), DESERT PALACE LLC, a Nevada limited liability company, CEOC, LLC, a Delaware limited liability company (for itself and as successor by merger to Caesars Entertainment Operating Company, Inc., a Delaware corporation), and HARRAH’S LAS VEGAS, LLC, a Nevada limited liability company (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the last paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
THIRD AMENDMENT TO LEASELease • November 9th, 2020 • Caesars Entertainment, Inc. • Hotels & motels
This THIRD AMENDMENT TO LEASE (this “Amendment”) is entered into as of September 30, 2020, by and among CPLV PROPERTY OWNER LLC and CLAUDINE PROPCO LLC, each a Delaware limited liability company (collectively, and together with their respective successors and assigns, “Landlord”), DESERT PALACE LLC, a Nevada limited liability company, CEOC, LLC, a Delaware limited liability company (for itself and as successor by merger to Caesars Entertainment Operating Company, Inc., a Delaware corporation), and HARRAH’S LAS VEGAS, LLC, a Nevada limited liability company (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the last paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
SECOND AMENDMENT TO GOLF COURSE USE AGREEMENTCourse Use Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York
THIS GOLF COURSE USE AGREEMENT (this “Agreement”) is entered into as of October 6, 2017, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC and Grand Bear LLC, each a Delaware limited liability company (collectively, and together with their respective successors and assigns, “Owner”), and Caesars Enterprise Services, LLC and CEOC, LLC, each a Delaware limited liability company (collectively, or if the context clearly requires, individually, and together with their respective successors and assigns, “User”), and, solely for purposes of Section 2.1(c) hereof, Caesars License Company, LLC, a Nevada limited liability company (“CLC”).
FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT ELDORADO RESORTS, INC. 2015 Equity Incentive PlanDirector Restricted Stock Unit Award Agreement • July 14th, 2015 • Eldorado Resorts, Inc. • Hotels & motels • Nevada
This DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is made as of the [ ] day of [ ], 20[ ] between Eldorado Resorts, Inc., a Nevada corporation (the “Company”), and [ ] (the “Participant”), and is made pursuant to the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
SIXTH AMENDMENT TO LEASELease • November 9th, 2020 • Caesars Entertainment, Inc. • Hotels & motels
This SIXTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of September 30, 2020, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
AMENDED AND RESTATED MASTER LEASEMaster Lease • June 15th, 2020 • Eldorado Resorts, Inc. • Hotels & motels • New York
This AMENDED AND RESTATED MASTER LEASE (the “Master Lease”) is entered into as of June 15, 2020 (the “Effective Date”), by and among GLP CAPITAL, L.P. (together with its permitted successors and assigns, “Landlord”), and TROPICANA ENTERTAINMENT, INC., a Delaware corporation (together with its permitted successors and assigns, “Tenant”).
AGREEMENT AND PLAN OF MERGER among ISLE OF CAPRI CASINOS, INC., ELDORADO RESORTS, INC., EAGLE I ACQUISITION CORP., and EAGLE II ACQUISITION COMPANY LLC Dated as of September 19, 2016Agreement and Plan of Merger • September 22nd, 2016 • Eldorado Resorts, Inc. • Hotels & motels • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 19, 2016, is by and among ISLE OF CAPRI CASINOS, INC., a Delaware corporation (the “Company”), ELDORADO RESORTS, INC., a Nevada corporation (“Parent”), EAGLE I ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub A”) and EAGLE II ACQUISITION COMPANY LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub B” and together with Parent and Merger Sub A, the “Parent Entities”).
ELEVENTH AMENDMENT TO LEASELease • November 2nd, 2022 • Caesars Entertainment, Inc. • Hotels & motels
This ELEVENTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of August 25, 2022, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
AGREEMENT AND PLAN OF MERGER by and among CAESARS ENTERTAINMENT CORPORATION, ELDORADO RESORTS, INC. and COLT MERGER SUB, INC. Dated as of June 24, 2019Agreement and Plan of Merger • June 25th, 2019 • Eldorado Resorts, Inc. • Hotels & motels • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 24, 2019, is entered into by and among Caesars Entertainment Corporation, a Delaware corporation (the “Company”), Eldorado Resorts, Inc., a Nevada corporation (“Parent”), and Colt Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary (as defined below) of Parent (“Merger Sub”). The Company, Parent and Merger Sub are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
TWELFTH AMENDMENT TO LEASELease • May 3rd, 2023 • Caesars Entertainment, Inc. • Hotels & motels
This TWELFTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of April 7, 2023, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
SUPPLEMENTAL INDENTURESupplemental Indenture • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 20, 2020, among COLT MERGER SUB, INC., a Delaware corporation (the “Escrow Issuer”), ELDORADO RESORTS, INC., a Nevada corporation (the “New Issuer”), each of the parties that are signatories hereto as the Initial Guarantors, that are each subsidiaries of the New Issuer (collectively, the “New Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
6.500% SENIOR SECURED NOTES DUE 2032 INDENTUREJoinder Agreement • February 7th, 2024 • Caesars Entertainment, Inc. • Hotels & motels • New York
INDENTURE dated as of February 6, 2024, among CAESARS ENTERTAINMENT, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto from time to time, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”), and the Collateral Agent (as defined herein).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 25th, 2019 • Eldorado Resorts, Inc. • Hotels & motels • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 24, 2019, is entered into by and among Eldorado Resorts, Inc., a Nevada corporation (“Parent”), and the undersigned stockholders (the “Stockholders”) and beneficial owners (the “Beneficial Owners” and together with the Stockholders, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
SEVENTH AMENDMENT TO LEASELease • March 1st, 2021 • Caesars Entertainment, Inc. • Hotels & motels
This SEVENTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of November 18, 2020, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
ELDORADO RESORTS LLC ELDORADO CAPITAL CORP. AND EACH OF THE GUARANTORS PARTY HERETO 8.625% SENIOR SECURED NOTES DUE 2019Indenture • March 16th, 2015 • Eldorado Resorts, Inc. • Hotels & motels • New York
INDENTURE dated as of June 1, 2011 among Eldorado Resorts LLC, a Nevada limited liability company (“Eldorado”), and Eldorado Capital Corp. (“Eldorado Capital” and together with Eldorado, the “Issuers”), a Nevada corporation, the Guarantors (as defined), U.S. Bank National Association, as trustee and Capital One, N.A., as collateral trustee.
SECOND AMENDMENT TO LEASE (CPLV)And Attornment Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • Nevada
THIS LAS VEGAS LEASE (this “Lease”) is entered into as of October 6, 2017, by and among CPLV Property Owner LLC, a Delaware limited liability company (“CPLV Landlord”), and Claudine Propco LLC, a Delaware limited liability company (“HLV Landlord”, and together with CPLV Landlord, collectively, or if the context clearly requires, individually, together with their respective successors and permitted assigns, “Landlord”), Desert Palace LLC, a Nevada limited liability company, Caesars Entertainment Operating Company, Inc., a Delaware corporation, CEOC, LLC, a Delaware limited liability company (as successor by merger to Caesars Entertainment Operating Company, Inc.) (collectively, “CPLV Tenant”), and Harrah’s Las Vegas, LLC, a Nevada limited liability company (“HLV Tenant”, and together with CPLV Tenant, collectively, or if the context clearly requires, individually, and together with their respective successors and permitted assigns, “Tenant”) and, solely for the purposes of the last para
FIFTH AMENDMENT TO LEASELease • November 5th, 2021 • Caesars Entertainment, Inc. • Hotels & motels
This FIFTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of September 3, 2021, by and among HARRAH’S JOLIET LANDCO LLC, a Delaware limited liability company (together with its successors and assigns, “Landlord”), DES PLAINES DEVELOPMENT LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Tenant”) and, solely for the purposes of the last paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
W I T N E S E T H :Supplemental Indenture • February 22nd, 2023 • Caesars Entertainment, Inc. • Hotels & motels • New York
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee and the Collateral Agent an indenture, dated as of July 6, 2020, providing for the issuance of 6.250% Senior Secured Notes due 2025 (the “Notes”), initially in the aggregate principal amount of $3,400,000,000, as supplemented by that certain supplemental indenture, dated as of July 20, 2020, by and among the Issuer, the guarantors party thereto, the Trustee and the Collateral Agent, pursuant to which the Issuer assumed the Escrow Issuer’s obligations under the Notes and the Indenture, and the guarantors became party thereto (as further amended, supplemented or otherwise modified, the “Indenture”);
FOURTH AMENDMENT TO LEASELease • March 1st, 2021 • Caesars Entertainment, Inc. • Hotels & motels
This FOURTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of November 18, 2020, by and among HARRAH’S JOLIET LANDCO LLC, a Delaware limited liability company (together with its successors and assigns, “Landlord”), DES PLAINES DEVELOPMENT LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Tenant”) and, solely for the purposes of the last paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
ELDORADO RESORTS, INC. 18,000,000 Shares of Common Stock, $0.00001 par value per share (plus an option to purchase from the Company up to 2,700,000 shares of Common Stock) UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2020 • Eldorado Resorts, Inc. • Hotels & motels • New York
As described in the Time of Sale Information (as defined below) and the Prospectus (as defined below), the Shares are being issued in connection with the proposed merger of Colt Merger Sub, Inc., a Delaware corporation (the “Escrow Issuer”) and wholly owned subsidiary of the Company with and into Caesars Entertainment Corporation, a Delaware corporation (“Caesars”), with Caesars continuing as the surviving corporation (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of June 24, 2019, by and among the Company, Caesars and the Escrow Issuer (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as it may be further amended from time to time, the “Merger Agreement”).
