MANAGEMENT AND LEASE SUPPORT AGREEMENT (JOLIET) By and Among Des Plaines Development Limited Partnership (together with its successors and permitted assigns) as “Tenant” Joliet Manager, LLC (together with its successors and permitted assigns) as...Management and Lease Support Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
This MANAGEMENT AND LEASE SUPPORT AGREEMENT (this “Agreement”) is dated as of October 6, 2017, 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, Lease Guarantor and Landlord
LEASE (JOLIET) By and Between HARRAH’S JOLIET LANDCO LLC (together with its permitted successors and assigns) as “Landlord” and DES PLAINES DEVELOPMENT LIMITED PARTNERSHIP (together with its permitted successors and assigns) as “Tenant” dated October...Lease • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Illinois
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”).
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
THIS RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of October 6, 2017 (the “Effective Date”), by and between CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (“CEC”), and VICI PROPERTIES L.P., a Delaware limited partnership (“Propco”).
CREDIT AGREEMENT Dated as of October 6, 2017, among CAESARS ENTERTAINMENT OPERATING COMPANY, INC. and CEOC, LLC, as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT SUISSE SECURITIES (USA)...Intercreditor Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
CREDIT AGREEMENT dated as of October 6, 2017 (this “Agreement”), among Caesars Entertainment Operating Company, Inc., a Delaware corporation, CEOC, LLC, a Delaware limited liability company, 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.
SECOND AMENDED AND RESTATED OMNIBUS LICENSE AND ENTERPRISE SERVICES AGREEMENTOmnibus License and Enterprise Services Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Nevada
This Second Amended and Restated Omnibus License and Enterprise Services Agreement (this “Agreement”) is dated as of October 6, 2017 (the “Effective Date”), made and entered into by and among the parties listed on the signature pages hereto (each, a “Party,” and collectively, the “Parties”). All capitalized terms used herein and not otherwise defined shall have the meaning set forth in Section 1 of this Agreement.
TAX MATTERS AGREEMENT BY AND AMONG CAESARS ENTERTAINMENT CORPORATION, CEOC, LLC, VICI PROPERTIES INC., VICI PROPERTIES L.P. AND CPLV PROPERTY OWNER LLC DATED AS OF OCTOBER 6, 2017Tax Matters Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 6, 2017, is entered into by and among, Caesars Entertainment Corporation, a Delaware corporation (“CEC”), CEOC, LLC, a Delaware limited liability company (“CEOC LLC”), VICI Properties Inc., a Maryland corporation (the “REIT”), VICI Properties L.P., a Delaware limited partnership (“PropCo”), CPLV Property Owner LLC, a Delaware limited liability company (“CPLV PropCo” and, together with the REIT and PropCo, the “REIT Parties”). CEC, CEOC and the REIT Parties shall be referred to collectively as the “Parties”. Any capitalized term used herein without definition shall have the meaning given to it in the Plan (as defined herein).
LETTER AGREEMENTLetter Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Nevada
This Letter Agreement (this “Letter Agreement”) is made as of this 6th day of October, 2017, by and between Caesars Enterprise Services, LLC (“CES”) and Timothy R. Donovan (“Executive”) (collectively, the “Parties”).
GOLF COURSE USE AGREEMENT By and Among Rio Secco LLC, Cascata LLC, Chariot Run LLC and Grand Bear LLC (collectively, and together with their respective successors and assigns), as “Owner” and Caesars Enterprise Services, LLC and CEOC, LLC...Course Use Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • 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”).
LEASE (CPLV) By and Between CPLV Property Owner LLC (together with its permitted successors and assigns), as “Landlord” and Desert Palace LLC, Caesars Entertainment Operating Company, Inc. and CEOC, LLC (collectively, and together with their...Lease Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Nevada
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”).
SEPARATION AGREEMENTSeparation Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
This SEPARATION AGREEMENT, dated as of October 6, 2017 (this “Agreement”), and effective as of the Effective Date (as such term is defined in the Bankruptcy Plan (defined below)), is by and between Caesars Entertainment Operating Company, Inc., a Delaware corporation (“OpCo”), and VICI Properties Inc., a Maryland corporation (“REIT”).
CAESARS ENTERTAINMENT CORPORATION AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Delaware
THIS CAESARS ENTERTAINMENT CORPORATION AMENDED AND RESTATED ESCROW AGREEMENT (the “Escrow Agreement”) is made by and between Caesars Entertainment Corporation (formerly known as The Promus Companies Incorporated, a Delaware corporation, and Harrah’s Entertainment, Inc., the “Company”) and Wells Fargo Bank N.A., successor by merger to Wells Fargo Bank Minnesota, N.A. (the “Escrow Agent”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Nevada
This Trademark License Agreement (“Agreement”) is dated as of October 6, 2017 (the “Effective Date”), by and between CAESARS LICENSE COMPANY, LLC, a Nevada limited liability company (“Licensor”), and DESERT PALACE LLC, a Nevada limited liability company (“Licensee”). Licensor and Licensee are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party”.
CONTRIBUTION AGREEMENTContribution Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Delaware
This CONTRIBUTION AGREEMENT, dated as of October 6, 2017 (this “Agreement”), is entered into by and between Hamlet Holdings LLC, a Delaware limited liability company (“Contributor”), and Caesars Entertainment Corporation, a Delaware corporation (“CEC” and, together with Contributor, each a “Party” and collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
CAESARS ENTERTAINMENT CORPORATION SECOND AMENDED AND RESTATED EXECUTIVE DEFERRED COMPENSATION TRUST AGREEMENTTrust Agreement • October 13th, 2017 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Delaware
THIS SECOND AMENDED AND RESTATED EXECUTIVE DEFERRED COMPENSATION TRUST AGREEMENT (the “Trust Agreement”) is made by and between Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc., the “Company”) and Wells Fargo Bank, N.A. (the “Trustee”).
