CAESARS ENTERTAINMENT Corp Sample Contracts

CAESARS ENTERTAINMENT Corp – Text of Amendments to Bylaws of Caesars Entertainment Corporation (March 1st, 2019)
CAESARS ENTERTAINMENT Corp – DIRECTOR 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 Corp – CAESARS ENTERTAINMENT CORPORATION 2017 PERFORMANCE INCENTIVE PLAN (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 Corp – CAESARS ENTERTAINMENT CORPORATION 2017 PERFORMANCE INCENTIVE PLAN (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 Corp – CAESARS RESORT COLLECTION, LLC INDEXTO CONSOLIDATED FINANCIAL STATEMENTS (February 22nd, 2019)

In this report, the name “CRC LLC” refers to the parent holding company, Caesars Resort Collection, LLC, exclusive of its consolidated subsidiaries and variable interest entities, unless otherwise stated or the context otherwise requires. The words “CRC,” “Company,” “we,” “our,” and “us” refer to Caesars Resort Collection, LLC, inclusive of its consolidated subsidiaries and variable interest entities, unless otherwise stated or the context otherwise requires.

CAESARS ENTERTAINMENT Corp – AGREEMENT (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 Corp – AMENDMENT 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 Corp – SEPARATION 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 Corp – Contact: Media Investors Stephen Cohen Steven Rubis (347) 489-6602 (702) 407-6462 (February 21st, 2019)

LAS VEGAS, February 21, 2019 - Caesars Entertainment Corporation (NASDAQ: CZR) (“CEC,” “Caesars,” “Caesars Entertainment,” or the “Company”) today reported fourth quarter and full-year 2018 results as summarized in the discussion below, which highlights certain GAAP and non-GAAP financial measures on a consolidated basis.

CAESARS ENTERTAINMENT Corp – FIRST 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 Corp – FIRST 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 Corp – FIRST 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 Corp – FIRST 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”).

CAESARS ENTERTAINMENT Corp – FOURTH AMENDMENT TO LEASE (NON-CPLV) (December 26th, 2018)

THIS LEASE (NON-CPLV) (this “Lease”) is entered into as of October 6, 2017, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), and 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 assigns, “Tenant”).

CAESARS ENTERTAINMENT Corp – SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT (December 26th, 2018)

SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of December 26, 2018, (the “Effective Date”), by and between CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (“CEC”), and VICI PROPERTIES L.P., a Delaware limited partnership (“Propco”).

CAESARS ENTERTAINMENT Corp – FIRST AMENDMENT TO MANAGEMENT AND LEASE SUPPORT AGREEMENT (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 Desert Palace LLC, a Nevada limited liability company, and CEOC, LLC, a Delaware limited liability company (collectively or, if the context clearly requires, individually, and together with their respective successors and permitted assigns, “Tenant”), 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”), CPLV Property Owner LLC, a Delaware limited liability company (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, LL

CAESARS ENTERTAINMENT Corp – FIRST AMENDMENT TO AMENDED AND RESTATED LEASE (December 26th, 2018)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE (this “First Amendment”), is made as of December 26, 2018, by and between Claudine Propco LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Landlord”), and Harrah’s Las Vegas, LLC, a Nevada limited liability company (together with its permitted successors and assigns, “Tenant”).

CAESARS ENTERTAINMENT Corp – CAESARS ENTERTAINMENT CORPORATION OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN Effective as of January 1, 2019 (December 13th, 2018)

CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (the “Company”), hereby adopts this Caesars Entertainment Corporation Outside Director Deferred Compensation Plan (the “Plan”), effective as of January 1, 2019, in order to provide non-employee directors with an opportunity and incentive to save for retirement and other purposes.

CAESARS ENTERTAINMENT Corp – CAESARS ENTERTAINMENT CORPORATION EXECUTIVE SUPPLEMENTAL SAVINGS PLAN III Effective as of January 1, 2019 (December 13th, 2018)

CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (the “Company”), hereby adopts this Caesars Entertainment Corporation Executive Supplemental Savings Plan III (the “Plan”), effective as of January 1, 2019, in order to provide key executives and senior management employees with an opportunity and incentive to save for retirement and other purposes.

CAESARS ENTERTAINMENT Corp – CAESARS RESORT COLLECTION, LLC INDEX (November 2nd, 2018)

This Quarterly Report should be read in conjunction with our Annual Report For the Fiscal Year Ended December 31, 2017 (“2017 Annual Report”). Capitalized terms used but not defined in this Quarterly Report have the same meanings as in the 2017 Annual Report.

CAESARS ENTERTAINMENT Corp – Contact: Media Investors Stephen Cohen Joyce Arpin (347) 489-6602 (702) 880-4707 (November 1st, 2018)

LAS VEGAS, November 1, 2018 - Caesars Entertainment Corporation (NASDAQ: CZR) (“CEC,” “Caesars,” “Caesars Entertainment,” or the “Company”) today reported third quarter of 2018 results as summarized in the discussion below, which highlights certain GAAP and non-GAAP financial measures on a consolidated basis.

CAESARS ENTERTAINMENT Corp – EMPLOYMENT AGREEMENT (August 13th, 2018)

This Employment Agreement (“Agreement”) is entered into as of August 8, 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 Robert J. Morse (“Executive”).

CAESARS ENTERTAINMENT Corp – Amendment to Unit Purchase Agreement (August 1st, 2018)

This Amendment to Unit Purchase Agreement (this “Amendment”) is entered into as of May 8, 2018, by and among Caesars Entertainment Corporation, a Delaware corporation (“Buyer”) and Clairvest GP Manageco Inc. (“Sellers Representative”).

CAESARS ENTERTAINMENT Corp – ASSIGNMENT AGREEMENT (August 1st, 2018)

This Assignment Agreement (this “Agreement”) is made as of July _15__, 2018 (the “Effective Date”), by and among Caesars Entertainment Corporation, a Delaware corporation (“CEC”), Caesars Resort Collection, LLC, a Delaware limited liability company (“CRC”), Clairvest GP Manageco Inc. (“Sellers Representative”) and Centaur Holdings, LLC, a Delaware limited liability company (“Holdings”). Each of CEC, CRC, Sellers Representative and Holdings is sometimes referred to in this Agreement as a “Party” and collectively, they are sometimes referred to as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the UPA (as defined below).

CAESARS ENTERTAINMENT Corp – Second Amendment to Unit Purchase Agreement (August 1st, 2018)

This Second Amendment to Unit Purchase Agreement (this “Amendment”) is entered into as of July 15, 2018, by and among Caesars Entertainment Corporation, a Delaware corporation (“Buyer”), Clairvest GP Manageco Inc. (“Sellers Representative”), Centaur Holdings, LLC (“Centaur”) and each of the Persons listed on Schedule 1 of the UPA (as defined herein) (the “Sellers”).

CAESARS ENTERTAINMENT Corp – CAESARS RESORT COLLECTION, LLC INDEX (August 1st, 2018)

This Quarterly Report should be read in conjunction with our Annual Report For the Fiscal Year Ended December 31, 2017 (“2017 Annual Report”). Capitalized terms used but not defined in this Quarterly Report have the same meanings as in the 2017 Annual Report.

CAESARS ENTERTAINMENT Corp – Contact: Media Investors Stephen Cohen Joyce Arpin (347) 489-6602 (702) 880-4707 (August 1st, 2018)

LAS VEGAS, August 1, 2018 - Caesars Entertainment Corporation (NASDAQ: CZR) (“CEC,” “Caesars,” “Caesars Entertainment,” or the “Company”) today reported second quarter of 2018 results as summarized in the discussion below, which highlights certain GAAP and non-GAAP financial measures on a consolidated basis.

CAESARS ENTERTAINMENT Corp – Caesars Entertainment Announces Entry into Definitive Agreements with VICI Properties for Previously Announced Asset Sales, Lease Amendments (July 12th, 2018)

LAS VEGAS – July 12, 2018 – Caesars Entertainment Corporation (NASDAQ: CZR) (“Caesars Entertainment” or “Caesars”) today announced it has entered into definitive purchase and sale agreements (the “Purchase Agreements”) related to the previously announced acquisition by VICI Properties Inc. (“VICI Properties” or “VICI”) of two real estate assets owned by Caesars and modifications to certain of the lease agreements between the two companies. The various strategic transactions will support Caesars’ growth strategies and continue to build on its strong working relationship with VICI.

CAESARS ENTERTAINMENT Corp – PURCHASE AND SALE AGREEMENT by and between CHESTER DOWNS AND MARINA, LLC, a Pennsylvania limited liability company as Seller and PHILADELPHIA PROPCO LLC, a Delaware limited liability company as Buyer Harrah’s Philadelphia (July 12th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of July 11, 2018 (the “Effective Date”) by and between CHESTER DOWNS AND MARINA, LLC, a Pennsylvania limited liability company, and CHESTER FACILITY HOLDING COMPANY, LLC, a Delaware limited liability company, each having an office at 777 Harrah’s Boulevard, Chester, Pennsylvania 19013 (collectively, “Seller”), and PHILADELPHIA PROPCO LLC, a Delaware limited liability company (“Buyer”), having an office at c/o VICI Properties Inc., 430 Park Avenue, 8th Floor, New York, New York 10022. In addition, certain Affiliates of Buyer and Seller have executed this Agreement for purposes of acknowledging certain sections of this Agreement, as more particularly described on the signature pages hereto.

CAESARS ENTERTAINMENT Corp – PURCHASE AND SALE AGREEMENT by and between CAESARS OCTAVIUS, LLC, a Delaware limited liability company as Seller and OCTAVIUS PROPCO LLC, a Delaware limited liability company as Buyer Octavius Tower 3570 South Las Vegas Boulevard Las Vegas, Nevada 89109 Effective Date: July 11, 2018 (July 12th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of July 11, 2018 (the “Effective Date”) by and between CAESARS OCTAVIUS, LLC, a Delaware limited liability company, having an office at One Caesars Palace Drive, Las Vegas, Nevada 89109 (“Seller”), and OCTAVIUS PROPCO LLC, a Delaware limited liability company (“Buyer”), having an office at c/o VICI Properties Inc., 430 Park Avenue, 8th Floor, New York, New York 10022.

CAESARS ENTERTAINMENT Corp – CAESARS ENTERTAINMENT CORPORATION (June 1st, 2018)

As disclosed in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, filed with the Securities and Exchange Commission on May 2, 2018, effective January 1, 2018, Caesars Entertainment Corporation (the “Company”) adopted the Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (and all related amendments). The Company adopted the new standard using the full retrospective method, which required the Company to recast each prior reporting period presented consistent with the new standard.

CAESARS ENTERTAINMENT Corp – Caesars Entertainment, VICI Properties Announce Letter of Intent for Asset Sale, Lease Amendments (May 10th, 2018)

LAS VEGAS – May 9, 2018 – Caesars Entertainment Corporation (NASDAQ: CZR) (“Caesars Entertainment” or “Caesars”) and VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or “VICI”) today announced they have entered into a non-binding letter of intent related to the acquisition by VICI Properties of two real estate assets owned by Caesars as well as modifications to certain of the lease agreements between the two companies. The various strategic transactions will support each of the companies’ growth strategies and demonstrate the strong working relationship and continued alignment of interests between the two companies. The planned transactions are subject to negotiation of definitive documentation, receipt of regulatory approvals and other third-party approvals and other conditions.

CAESARS ENTERTAINMENT Corp – Caesars Entertainment Corporation One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Eric Hession VIA EMAIL: ehession@caesars.com (May 10th, 2018)

This non-binding letter of intent (the “Letter”) serves to memorialize the understanding between Caesars Entertainment Corporation (“CEC”) and VICI Properties Inc. (“VICI” and, together with CEC, the “Parties” and each a “Party”) with regard to the parameters of a strategic transaction which would, among other things amend certain lease agreements and related agreements between the parties, and effect the sale of certain real estate owned by affiliates of CEC to affiliates of VICI (the “Project Victor Transactions”):

CAESARS ENTERTAINMENT Corp – Contact: Media Investors Stephen Cohen Joyce Arpin (347) 489-6602 (702) 880-4707 (May 2nd, 2018)

LAS VEGAS, May 2, 2018 - Caesars Entertainment Corporation (NASDAQ: CZR) (“CEC,” “Caesars,” “Caesars Entertainment,” or the “Company”) today reported first quarter of 2018 results as summarized in the discussion below, which highlights certain GAAP and non-GAAP financial measures on a consolidated basis.

CAESARS ENTERTAINMENT Corp – CAESARS RESORT COLLECTION, LLC INDEX (May 2nd, 2018)

This Quarterly Report should be read in conjunction with our Annual Report For the Fiscal Year Ended December 31, 2017 (“2017 Annual Report”). Capitalized terms used but not defined in this Quarterly Report have the same meanings as in the 2017 Annual Report.