CAESARS ENTERTAINMENT Corp Sample Contracts

Caesars Holdings, Inc.FIRST AMENDMENT TO THIRD AMENDED AND RESTATED OMNIBUS LICENSE AND ENTERPRISE SERVICES AGREEMENT (July 21st, 2020)

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED OMNIBUS LICENSE AND ENTERPRISE SERVICES AGREEMENT (this “Amendment”) is dated as of July 20, 2020, made and entered into by and among CAESARS ENTERPRISE SERVICES, LLC, a Delaware limited liability company (“CES”), CEOC, LLC, a Delaware limited liability company (“CEOC”), CAESARS RESORT COLLECTION LLC, a Delaware limited liability company (“CRC”), CAESARS LICENSE COMPANY, LLC, a Nevada limited liability company (“CLC”), and CAESARS WORLD LLC, a Florida limited liability company (“CW” and together with CES, CEOC, CRC and CLC, collectively, the “Parties”), and acknowledged and consented to by VICI PROPERTIES INC., a Maryland corporation (“VICI”), for itself and each of the other Propco Property Owners (as defined in the Omnibus Agreement (as defined below)).

CAESARS ENTERTAINMENT CorpFIRST AMENDMENT TO CREDIT AGREEMENT (June 15th, 2020)

FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 15, 2020 (this “Amendment”), by and among CAESARS RESORT COLLECTION, LLC, a Delaware limited liability company (the “Initial Borrower”), the Subsidiary Loan Parties party hereto, the Lenders party hereto and the Administrative Agent (as defined below), relating to the Credit Agreement dated as of December 22, 2017 (as amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement as amended by this Amendment, and as it may be further amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among the Initial Borrower, the other borrowers party thereto from time to time, the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Age

CAESARS ENTERTAINMENT CorpOMNIBUS AMENDMENT TO LEASES (June 1st, 2020)

THIS OMNIBUS AMENDMENT TO LEASES (this “Amendment”), is dated as of June 1, 2020 (the “Effective Date”) by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Non-CPLV Landlord”), CPLV Property Owner LLC, a Delaware limited liability company (together with its successors and assigns, “CPLV Landlord”), Harrah’s Joliet Landco LLC, a Delaware limited liability company (together with its successors and assigns, “Joliet Landlord” and, together with Non-CPLV Landlord and CPLV Landlord, collectively or individually as the context may require, “Landlord”), CEOC, LLC, a Delaware limited liability company (“CEOC”), the entities listed on Schedule B attached hereto (collectively with CEOC, and together with their respective successors and assigns, “Non-CPLV Tenant”), Desert Palace LLC, a Nevada limited liability company (collectively with CEOC (for itself, and as successor by merger to Caesars Entertainment Operati

CAESARS ENTERTAINMENT CorpEMPLOYMENT AGREEMENT (April 29th, 2020)

This Employment Agreement (“Agreement”) is entered into as of September 24, 2018 (the “Effective Date”), by and between Caesars Enterprise Services, LLC, with offices at One Caesars Palace Drive, Las Vegas, Nevada (together with its successors and assigns, the “Company”) and Monica Digilio (“Executive”).

CAESARS ENTERTAINMENT CorpAmendment No. 1 to Employment Agreement (April 29th, 2020)

This Amendment No. 1 (this “Amendment”) to the Employment Agreement (the “Agreement”), dated as of September 24, 2018, between Caesars Enterprise Services, LLC (the “Company”) and Monica Digilio (“Executive”) is effective as of December 12, 2018 (the “Amendment Effective Date”).

CAESARS ENTERTAINMENT CorpAmendment No. 1 to Employment Agreement (April 29th, 2020)

This Amendment No. 1 (this “Amendment”) to the Employment Agreement (the “Agreement”), dated as of November 1, 2017, between Caesars Enterprise Services, LLC (the “Company”) and Christopher Holdren (“Executive”) is effective as of December 22, 2018 (the “Amendment Effective Date”).

CAESARS ENTERTAINMENT CorpEMPLOYMENT AGREEMENT (April 29th, 2020)

This Employment Agreement (“Agreement”) is entered into as of November 1, 2017 (the “Effective Date”), by and between Caesars Enterprise Services, LLC, with offices at One Caesars Palace Drive, Las Vegas, Nevada (together with its successors and assigns, the “Company”) and Christopher Holdren (“Executive”).

CAESARS ENTERTAINMENT CorpFIRST AMENDMENT TO THE AMENDED AND RESTATED CASINO OPERATING CONTRACT DATED APRIL 1, 2020 (April 14th, 2020)

This First Amendment to the Amended and Restated Casino Operating Contract dated April 1, 2020, by and between the state of Louisiana by and through the Louisiana Gaming Control Board (“the Board”) and Jazz Casino Company, L.L.C. (“the Casino Operator”), is made, and entered into as of the 9th day of April 2020, and made effective as of the 1st day of April, 2020.

CAESARS ENTERTAINMENT CorpNew Orleans Building Corporation (April 6th, 2020)

Jazz Casino Company, L.L.C. ("JCC"), as Tenant, the New Orleans Building Corporation ("NOBC"), as Landlord, and the City of New Orleans (the "City"), as Intervenor, have entered into the Second Amended and Restated Lease Agreement dated effective April 3, 2020 (the "Lease"). Capitalized terms not otherwise defined herein shall have the same meanings as in the Lease.

CAESARS ENTERTAINMENT CorpExhibits have been excluded from this agreement because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed SECOND AMENDED AND RESTATED LEASE AGREEMENT AMONG NEW ORLEANS BUILDING CORPORATION as Landlord AND ... (April 6th, 2020)

THIS SECOND AMENDED AND RESTATED LEASE AGREEMENT is executed as of April 3, 2020 (the "Effective Date"), by and among JAZZ CASINO COMPANY, L.L.C., a Louisiana limited liability company having its principal place of business in the State of Louisiana ("Tenant" or "JCC"), as the successor by operation of law to Harrah's Jazz Company, a Louisiana general partnership ("Harrah's Jazz Company"), the NEW ORLEANS BUILDING CORPORATION, a Louisiana public benefit corporation ("Landlord"), as successor by merger to Rivergate Development Corporation, a Louisiana public benefit corporation ("RDC"), and the CITY OF NEW ORLEANS, LOUISIANA, as Intervenor (the "City"), and amends and restates in their entirety the provisions of that certain Amended and Restated Lease Agreement by and among Landlord (as successor by merger to RDC), Tenant, and the City, as Intervenor, dated October 29, 1998 (the "Original First Amended and Restated Lease"), as amended by that certain First Amendment to Amended and Resta

CAESARS ENTERTAINMENT CorpSEPARATION AGREEMENT AND RELEASE (February 25th, 2020)

THIS SEPARATION AGREEMENT AND RELEASE (this “Separation Agreement”) is entered into effective as of the date on which Executive signs this Separation Agreement (the “Effective Date”), by and between Caesars Enterprise Services, LLC, with offices at One Caesars Palace Drive, Las Vegas, Nevada 89109 (together with its successors and assigns, the “Company”) and Janis L. Jones Blackhurst (“Executive”). All terms not defined in this Separation Agreement shall have the same meanings as those set forth in the Employment Agreement (as defined below).

CAESARS ENTERTAINMENT CorpSEPARATION AGREEMENT AND GENERAL RELEASE (February 25th, 2020)

This Separation Agreement and General Release (this “Agreement”) is made and entered into on November 15, 2019 (the “Signature Date”), by and between Caesars Enterprise Services, LLC (the “Company”) and Les Ottolenghi (“Executive”) (each a “Party” and collectively, the “Parties”).

CAESARS ENTERTAINMENT CorpCAESARS ENTERTAINMENT CORPORATION AND DELAWARE TRUST COMPANY, as Trustee FIRST SUPPLEMENTAL INDENTURE November 27, 2019 (November 29th, 2019)

FIRST SUPPLEMENTAL INDENTURE, dated as of November 27, 2019 (this “Supplemental Indenture”), between Caesars Entertainment Corporation, a Delaware corporation (the “Company”), and Delaware Trust Company, as trustee (the “Trustee”), to the Indenture, dated as of October 6, 2017 (the “Original Indenture”), between the Company and the Trustee.

CAESARS ENTERTAINMENT CorpGUARANTY (November 5th, 2019)

This GUARANTY (this “Guaranty”) is executed and delivered as of the 20th day of September, 2019 by Caesars Resort Collection, LLC, a Delaware limited liability company (“Guarantor”) for the benefit of IC 3700 Flamingo Road Venture LLC, a Delaware limited liability company (“Buyer Obligee”), and, following its formation in accordance with the terms of the Purchase Agreement (as defined below), IC 3700 Flamingo Road LLC, a Delaware limited liability company (“Property Owner Obligee” and together with Buyer Obligee, individually and collectively, “Obligee”).

CAESARS ENTERTAINMENT CorpCertain information and exhibits have been excluded from this form agreement because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. (November 5th, 2019)
CAESARS ENTERTAINMENT CorpCertain information (indicated by “[***]”) and exhibits have been excluded from this agreement because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. PURCHASE AND SALE AGREEMENT AND JOINT ESCROW ... (November 5th, 2019)

This Purchase and Sale Agreement and Joint Escrow Instructions (“Contract”) is entered into this 20th day of September, 2019 (the “Effective Date”) by and between RIO PROPERTIES, LLC, a Nevada limited liability company (“Seller”), and IC 3700 FLAMINGO ROAD VENTURE LLC, a Delaware limited liability company (“Buyer”), for the purpose of setting forth the agreement of the parties and of instructing the Escrow Agent (as defined below) with respect to the transaction contemplated by this Contract.

CAESARS ENTERTAINMENT CorpAMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (August 16th, 2019)

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of August 15, 2019 (this “Amendment”), 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 directly wholly owned Subsidiary of Parent (“Merger Sub” and, collectively with the Company and Parent, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement, dated as of June 24, 2019 (the “Merger Agreement”), by and among the Parties.

CAESARS ENTERTAINMENT CorpAGREEMENT AND PLAN OF MERGER by and among CAESARS ENTERTAINMENT CORPORATION, ELDORADO RESORTS, INC. and COLT MERGER SUB, INC. Dated as of June 24, 2019 (June 25th, 2019)

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.”

CAESARS ENTERTAINMENT CorpVOTING AND SUPPORT AGREEMENT (June 25th, 2019)

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 24, 2019, is entered into by and among Caesars Entertainment Corporation, a Delaware corporation (the “Company”), and the undersigned stockholder of Parent (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

CAESARS ENTERTAINMENT CorpAMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (May 2nd, 2019)

This Amendment No. 2 to Employment Agreement (this “Amendment No. 2”) is entered into as of April 29, 2019 (the “Amendment Effective Date”), by and between Caesars Enterprise Services, LLC, with offices at 1 Caesars Palace Drive, Las Vegas, Nevada (together with its successors and assigns, the “Company”) and Eric Hession (“Executive”).

CAESARS ENTERTAINMENT CorpAMENDMENT No. 1 TO EMPLOYMENT AGREEMENT (April 26th, 2019)

This Amendment No. 1 (this “Amendment”) to the Employment Agreement between Caesars Enterprise Services, LLC (the “Company”) and Les Ottolenghi (“Executive”) and dated January 18, 2016 (the “Agreement”) is effective as of March 8, 2017 (the “Amendment Effective Date”).

CAESARS ENTERTAINMENT CorpEMPLOYMENT AGREEMENT (April 26th, 2019)

This Employment Agreement (this “Agreement”) is entered into as of January 18, 2016 (the “Effective Date”), by and between Caesars Enterprise Services, LLC, with offices at One Caesars Palace Drive, Las Vegas, Nevada (together with its successors and assigns, the “Company”) and Les Ottolenghi (“Executive”).

CAESARS ENTERTAINMENT CorpEMPLOYMENT AGREEMENT (April 17th, 2019)

This Employment Agreement (“Agreement”) is entered into as of April 15, 2019, by and between Caesars Enterprise Services, LLC, with offices at One Caesars Palace Drive, Las Vegas, Nevada (together with Caesars Entertainment Corporation, an affiliate of Caesars Enterprise Services, LLC, and each of its successors and assigns, collectively, the “Company”) and Anthony P. Rodio (“Executive”).

CAESARS ENTERTAINMENT CorpFIRST AMENDMENT TO DIRECTOR APPOINTMENT AND NOMINATION AGREEMENT (March 29th, 2019)

This First Amendment to Director Appointment and Nomination Agreement (this “Amendment”), dated March 28, 2019, is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Caesars Entertainment Corporation (the “Company”). Capitalized terms used herein but not defined herein shall have the respective meanings set forth in the Original Agreement (as defined below).

CAESARS ENTERTAINMENT CorpARTICLE IX, RIGHTS PLANS (March 1st, 2019)
CAESARS ENTERTAINMENT CorpDIRECTOR APPOINTMENT AND NOMINATION AGREEMENT (March 1st, 2019)

This Director Appointment and Nomination Agreement, dated as of March 1, 2019 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Caesars Entertainment Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

CAESARS ENTERTAINMENT CorpFORM OF AMENDMENT TO CASH AWARD AGREEMENT (February 22nd, 2019)

THIS AMENDMENT TO CASH AWARD AGREEMENT (the “Amendment”) is made by and between Caesars Entertainment Corporation, a Delaware corporation (the “Corporation”), and ______________________ (the “Participant”), on the date set forth on the final page of this Amendment. Any capitalized terms not otherwise defined in this Amendment shall have the definitions set forth in the Plan (defined below).

CAESARS ENTERTAINMENT CorpFORM OF CASH AWARD AGREEMENT (February 22nd, 2019)

THIS CASH AWARD AGREEMENT (the “Agreement”) is made by and between Caesars Entertainment Corporation, a Delaware corporation (the “Corporation”), and ______________________ (the “Participant”), on the date set forth on the final page of this Agreement. Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan (defined below).

CAESARS ENTERTAINMENT CorpAGREEMENT (February 22nd, 2019)

This Separation Agreement (this “Agreement”), by and between Caesars Entertainment Corporation, a Delaware corporation (the “Company”), and Mark Frissora (the “Executive”), is offered to the Executive as of November 1, 2018 (the “Effective Date”).

CAESARS ENTERTAINMENT CorpAMENDMENT TO SEPARATION AGREEMENT (February 22nd, 2019)

This Amendment to Separation Agreement (this “Amendment”) is made as of the 21st day of December 2018, by and between Caesars Entertainment Corporation, a Delaware corporation (the “Company”), and Mark Frissora (the “Executive”). Capitalized terms used but not defined herein shall have the meanings given to them in the Separation Agreement (as defined below).

CAESARS ENTERTAINMENT CorpSEPARATION AGREEMENT AND GENERAL RELEASE (February 22nd, 2019)

This Separation Agreement and General Release (“Agreement”) is made and entered into on November 26, 2018 (the “Signature Date”), by and between Caesars Enterprise Services, LLC (the “Company”) and Robert J. Morse (“Executive”) (each a “Party” and collectively, the “Parties”).

CAESARS ENTERTAINMENT CorpFIRST AMENDMENT TO LEASE (CPLV) (December 26th, 2018)

THIS LEASE (CPLV) (this “Lease”) is entered into as of October 6, 2017, by and among CPLV Property Owner LLC, a Delaware limited liability company (together with its successors and assigns, “Landlord”), and Desert Palace LLC, a Nevada limited liability company, Caesars Entertainment Operating Company, Inc., a Delaware corporation, and CEOC, LLC, a Delaware limited liability company (as successor by merger to Caesars Entertainment Operating Company, Inc.), jointly and severally (collectively, or if the context clearly requires, individually, and together with their respective successors and permitted assigns, “Tenant”).

CAESARS ENTERTAINMENT CorpFIRST AMENDMENT TO MANAGEMENT AND LEASE SUPPORT AGREEMENT (JOLIET) (December 26th, 2018)

This MANAGEMENT AND LEASE SUPPORT AGREEMENT (this “Agreement”) is dated as of October 6, 2017 (the “Commencement Date”), and is made and entered into by and among Des Plaines Development Limited Partnership (together with its successors and permitted assigns, “Tenant”), Joliet Manager, LLC (together with its successors and permitted assigns, “Manager”), Caesars Entertainment Corporation, a Delaware corporation (together with its successors and permitted assigns, “CEC”, and sometimes alternatively referred to herein as “Lease Guarantor”), Harrah’s Joliet LandCo LLC (together with its successors and permitted assigns, “Landlord”), solely for purposes of Article VII and Sections 2.4, 16.2, 16.3.4, 18.5.5, 18.7.3, 18.7.4, 18.7.5, 19.3, 20.2 and 20.16, Caesars License Company, LLC (together with its successors and assigns, “CLC”), and, solely for purposes of Section 20.16 and Article XXI, Caesars Enterprise Services, LLC (together with its successors and assigns, “CES”). Tenant, Manager, Le

CAESARS ENTERTAINMENT CorpFIRST AMENDMENT TO MANAGEMENT AND LEASE SUPPORT AGREEMENT (NON-CPLV) (December 26th, 2018)

This MANAGEMENT AND LEASE SUPPORT AGREEMENT (this “Agreement”) is dated as of October 6, 2017 (the “Commencement Date”), and is made and entered into by and among CEOC, LLC, a Delaware limited liability company, and the entities listed on Schedule B attached hereto (collectively or, if the context clearly requires, individually, and together with their respective successors and permitted assigns, “Tenant”), Non-CPLV Manager, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Manager”), Caesars Entertainment Corporation, a Delaware corporation (together with its successors and permitted assigns, “CEC”, and sometimes alternatively referred to herein as “Lease Guarantor”), the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and permitted assigns, “Landlord”), solely for purposes of Article VII and Sections 2.4, 16.2, 16.3.4, 18.5.5, 18.7.3, 18.7.4, 18.7.5, 19.3, 20.2 and 20.16, Caesars

CAESARS ENTERTAINMENT CorpFIRST AMENDMENT TO LEASE (JOLIET) (December 26th, 2018)

THIS LEASE (JOLIET) (this “Lease”) is entered into as of October 6, 2017, by and among HARRAH’S JOLIET LANDCO LLC (together with its successors and assigns, “Landlord”), and DES PLAINES DEVELOPMENT LIMITED PARTNERSHIP (together with its successors and assigns, “Tenant”).