EXHIBIT 10.1 Harrah's Operating Company Harrah's Entertainment, Inc. 8.00% Senior Notes due 2011 PURCHASE AGREEMENTHarrahs Operating Co Inc • February 27th, 2001 • Hotels & motels • New York
EXHIBIT 4.2 HARRAH'S OPERATING COMPANY, INC. 8.00% Senior Notes due 2011 REGISTRATION RIGHTS AGREEMENTHarrahs Operating Co Inc • February 27th, 2001 • Hotels & motels • New York
HARRAH'S OPERATING COMPANY, INC., Issuer HARRAH'S ENTERTAINMENT, INC., Guarantor and NATIONSBANK OF TENNESSEE, N.A., Trustee IndentureIndenture • September 20th, 1995 • Harrahs Operating Co Inc • Hotels & motels • New York
Issuer --------------------------------Harrahs Operating Co Inc • February 27th, 2001 • Hotels & motels • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • Nevada
This Employment Agreement (this “Agreement”) is entered into as of June 26, 2014 (the “Effective Date”), by and between Caesars Entertainment Operating Company, with offices at One Caesars Palace Drive, Las Vegas, Nevada (together with its successors and assigns, the “Company”) and John Payne (“Executive”).
SECOND AMENDED & RESTATED RESTRUCTURING SUPPORT AND FORBEARANCE AGREEMENTAgreement • January 12th, 2015 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • New York
This Second Amended & Restated Restructuring Support and Forbearance Agreement dated as of January 9, 2015 amends, restates and replaces the Amended & Restated Restructuring Support and Forbearance Agreement dated as of December 31, 2014 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), among: (i) Caesars Entertainment Operating Company, Inc. (“CEOC”), on behalf of itself and each of the Subsidiary Loan Parties (as defined in the Credit Agreement (as defined below)) identified on Exhibit A hereto (collectively, the “Company”), (ii) Caesars Entertainment Corporation (“CEC,” and together with the Company, the “Caesars Parties”), (iii) LeverageSource III (H Holdings), L.P. (“LS3”), (iv) LeverageSource V, L.P. (“LS5”), and (v) each of the undersigned noteholders, each of which is the holder of, or the investment advisor or the investment manager to a holder or holders of First Lien Bond Claims (as defined below) (and in such capacity having the power to
ContractAppointment and Acceptance • July 30th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 29, 2014 (this “Instrument”), among CAESARS ENTERTAINMENT OPERATING COMPANY, INC. (f/k/a HARRAH’S OPERATING COMPANY, INC.), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at One Caesars Palace Drive, Las Vegas, Nevada 89101 (the “Issuer”), WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank duly organized and existing under the laws of the United States, having its principal corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801, in its capacities as successor Trustee and successor Collateral Agent (collectively, the “Successor Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at 60 Livingston Avenue, St. Paul, Minnesota 55107, in its capacities as resigning Trustee and resigning Collatera
HARRAH'S ENTERTAINMENT, INC. ---------------------------- INDENTURE Dated as of _________, 1998 [Name of Trustee] TrusteeHarrahs Operating Co Inc • May 18th, 1998 • Hotels & motels • New York
FIRST AMENDMENT TO TRANSACTION AGREEMENTTransaction Agreement • May 6th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • Delaware
This FIRST AMENDMENT TO TRANSACTION AGREEMENT, dated as of May 5, 2014 (this “Amendment”), is entered into by and among Caesars Entertainment Corporation, a Delaware corporation, Caesars Entertainment Operating Company, Inc., a Delaware corporation, Caesars License Company, LLC, a Nevada limited liability company, Harrah’s New Orleans Management Company, a Nevada corporation, Parball Corporation, a Nevada corporation, 3535 LV Corp., a Nevada corporation, Corner Investment Company, LLC, a Nevada limited liability company, JCC Holding Company II, LLC, a Delaware limited liability company, Caesars Acquisition Company, a Delaware corporation, and Caesars Growth Partners, LLC, a Delaware limited liability company.
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 14th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • New York
AMENDMENT, dated as of June 3, 2014 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of November 14, 2012 (as amended, modified or supplemented through the date hereof, the “Credit Agreement”), among Caesars Entertainment Operating Company, Inc., a Delaware corporation (the “Borrower”), and Caesars Entertainment Corporation, a Delaware corporation (the “Lender”). Capitalized terms used but not defined herein have the meaning provided in the Credit Agreement (as amended hereby).
Issuer -------------------------------- HARRAH'S ENTERTAINMENT, INC. Guarantor -------------------------------- INDENTURE Dated as of December 18, 1998 -------------------------------- IBJ SCHRODER BANK & TRUST COMPANY Trustee TABLE OF CONTENTSIndenture • December 18th, 1998 • Harrahs Operating Co Inc • Hotels & motels • New York
ContractAppointment and Acceptance • July 30th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 29, 2014 (this “Instrument”), among Caesar’s Entertainment Operating Company, Inc., FKA Harrah’s Operating Company Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at One Harrah’s Court, Las Vegas, Nevada 89119, (the “Issuer”), Law Debenture Trust Company of New York, a national banking association, having its principal corporate trust office at 400 Madison Avenue, Suite 4D, New York, New York 10017, as successor Trustee (the “Successor Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at 2300 W. Sahara Avenue, Suite 200, Las Vegas, Nevada 89102 as resigning Trustee (the “Resigning Trustee”).
AMENDMENT AGREEMENT (this “Agreement”) dated as of July 25, 2014, among CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (“Holdings”), CAESARS ENTERTAINMENT OPERATING COMPANY, INC., a Delaware corporation (the “Borrower”), the LENDERS party...Credit Agreement • July 28th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • New York
REAFFIRMATION AGREEMENT (this “Agreement”), dated as of July 25, 2014, among Caesars Entertainment Corporation, a Delaware corporation (“Holdings”), Caesars Entertainment Operating Company, Inc., a Delaware corporation (the “Borrower”), each 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 Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent under the Amended Credit Agreement referred to below (in such capacity, the “Administrative Agent”).
ContractCaesars Entertainment Operating Company, Inc. • January 15th, 2015 • Hotels & motels
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 13, 2015 (this “Instrument”), among CAESARS ENTERTAINMENT OPERATING COMPANY, INC. (f/k/a HARRAH’S OPERATING COMPANY, INC.), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at One Caesars Palace Drive, Las Vegas, Nevada 89101 (the “Issuer”), WILMINGTON SAVINGS FUND SOCIETY, FSB (“WSFS”), a federal savings bank duly organized and existing under the laws of the United States, having its corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801, as resigning Trustee (the “Resigning Trustee”), and BOKF, N.A., a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at One Williams Center, 10SW, Tulsa, OK 74103, as successor Trustee (the “Successor Trustee”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • August 25th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 22, 2014, by and between Caesars Entertainment Operating Company, Inc., formerly known as Harrah’s Operating Company, Inc. and a Delaware corporation (the “Corporation”), and Law Debenture Trust Company of New York, as successor trustee to U.S. Bank National Association under the indenture referred to below (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • August 25th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 22, 2014, by and between Caesars Entertainment Operating Company, Inc., formerly known as Harrah’s Operating Company, Inc. and a Delaware corporation (the “Company”), and Law Debenture Trust Company of New York, as successor trustee to U.S. Bank National Association under the indenture referred to below (the “Trustee”).
IssuerHarrahs Operating Co Inc • May 18th, 1998 • Hotels & motels • New York
ContractAppointment and Acceptance • July 30th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 29, 2014 (this “Instrument”), among CAESARS ENTERTAINMENT OPERATING COMPANY, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at One Caesars Palace Drive, Las Vegas, Nevada 89101-8969, as successor to Caesars Operating Escrow, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, and Casears Escrow Corporation, a corporation duly organized and existing under the laws of the State of Delaware (collectively, “Issuer”), UMB BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America having its principal corporate trust office at 120 South Sixth Street, #1400, Minneapolis, MN 55402, as successor Trustee (the “Successor Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the
SECOND AMENDED AND RESTATED WAIVER AGREEMENTSecond Amended And • December 4th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels
ContractCaesars Entertainment Operating Company, Inc. • November 24th, 2014 • Hotels & motels
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of November 21, 2014 (this “Instrument”), among CAESARS ENTERTAINMENT OPERATING COMPANY, INC. (f/k/a HARRAH’S OPERATING COMPANY, INC.), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at One Caesars Palace Drive, Las Vegas, Nevada 89101 (the “Issuer”), WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank duly organized and existing under the laws of the United States (“WSFS”), having its corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801, in its capacities as resigning Trustee and resigning Collateral Agent (collectively, the “Resigning Trustee”), and DELAWARE TRUST COMPANY, a Delaware state-chartered trust company (“Delaware Trust”), having its corporate trust office at 2711 Centerville Road, Wilmington, Delaware 19808, in its capacities as successor Trustee and successor Collateral Agent (collectively, the “Successor Trustee”).
Harrah's Entertainment, Inc. and Harrah's Operating Company, Inc. Floating Rate Contingent Convertible Senior Notes due 2024 First Supplemental Indenture Dated as of September 9, 2005 to the Amended and Restated Indenture dated as of July 28, 2005Harrahs Operating Co Inc • September 19th, 2005 • Hotels & motels • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 9, 2005 (this "Supplemental Indenture"), is among Harrah's Entertainment, Inc., a Delaware corporation (the "Parent"), Harrah's Operating Company, Inc., a Delaware corporation and the direct, wholly owned subsidiary of the Parent (the "Company"), and U.S. Bank National Association, as trustee (the "Trustee").
FORM OF CAESARS ENTERTAINMENT OPERATING COMPANY, INC.Performance Incentive Plan Stock Award Agreement • August 14th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • Delaware
THIS STOCK AWARD AGREEMENT (the “Agreement”) is made by and between Caesars Entertainment Operating Company, Inc., a Delaware corporation (the “Corporation”), and [________] (“Participant”) on the Date of Grant 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.
REAFFIRMATION AGREEMENTReaffirmation Agreement • August 14th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • New York
REAFFIRMATION AGREEMENT (this “Agreement”), dated as of July 25, 2014, among Caesars Entertainment Corporation, a Delaware corporation (“Holdings”), Caesars Entertainment Operating Company, Inc., a Delaware corporation (the “Borrower”), each 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 Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent under the Amended Credit Agreement referred to below (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED WAIVER AGREEMENTAmended and Restated Waiver Agreement • September 19th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels
GUARANTY AND PLEDGE AGREEMENTGuaranty and Pledge Agreement • July 28th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • New York
GUARANTY AND PLEDGE AGREEMENT dated as of July 25, 2014 (as amended, amended and restated, modified or supplemented from time to time, this “Agreement”) made by CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (“Holdings”), in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacity, the “Agent”) for the lenders (the “Lenders”) parties to the Third Amended and Restated Credit Agreement, dated as of July 25, 2014 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Holdings, Caesars Entertainment Operating Company, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto from time to time, the Agent, and the other parties named therein.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • August 25th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 22, 2014, by and among Caesars Entertainment Operating Company, Inc., formerly known as Harrah’s Operating Company, Inc. and a Delaware corporation (the “Corporation”), Caesars Entertainment Corporation, formerly known as Harrah’s Entertainment, Inc. and a Delaware corporation (“CEC”), and Law Debenture Trust Company of New York, as successor trustee to U.S. Bank National Association under the indenture referred to below (the “Trustee”).
WAIVER AGREEMENTWaiver Agreement • August 14th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAESARS ENTERPRISE SERVICES, LLC, A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • May 21st, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, supplemented, modified or restated, from time to time, this “Agreement”) of Caesars Enterprise Services, LLC, a Delaware limited liability company (the “Company”), is entered into as of May 20, 2014 (the “Effective Date”), by and among the Persons executing this Agreement as Members (each, an “Initial Member”), and, solely for purposes of Section 7.13, Caesars Entertainment Corporation, a Delaware corporation (“CEC”).
NOTE PURCHASE AND SUPPORT AGREEMENTNote Purchase and Support Agreement • August 14th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels • New York
This NOTE PURCHASE AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 12, 2014 by and among Caesars Entertainment Operating Company, Inc., a Delaware corporation (“CEOC”), Caesars Entertainment Corporation, a Delaware corporation (“CEC”), and each of the undersigned holders (each, a “Holder”) of CEOC’s 6.50% Senior Notes due 2016 (the “2016 Notes”) and/or 5.75% Senior Notes due 2017 (the “2017 Notes” and, together with the 2016 Notes, the “Notes”).
