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”).
AMENDED AND RESTATED PUT-CALL RIGHT AGREEMENTPut-Call Right Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • Nevada
THIS AMENDED AND RESTATED PUT-CALL RIGHT AGREEMENT (this “Agreement”) is entered into as of July 20, 2020 (the “Execution Date”), by and among CLAUDINE PROPCO LLC, a Delaware limited liability company (together with its successors and permitted assigns, “VICI”), and EASTSIDE CONVENTION CENTER, 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.
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”).
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”).
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”).
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
CAESARS ENTERTAINMENT CORPORATION AND ELDORADO RESORTS, INC. AND DELAWARE TRUST COMPANY, as Trustee SECOND SUPPLEMENTAL INDENTURE July 20, 2020Supplemental Indenture • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE dated as of July 20, 2020 (this “Second Supplemental Indenture”), among CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (the “Company”), ELDORADO RESORTS, INC., a Nevada corporation (“Parent”), and DELAWARE TRUST COMPANY, as trustee under the Indenture referred to below (the “Trustee”).
CREDIT AGREEMENT Dated as of July 20, 2020 among ELDORADO RESORTS, INC. (to be renamed CAESARS ENTERTAINMENT, INC. on the Closing Date), as the Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, U.S. BANK NATIONAL...Credit Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York
WHEREAS, the Borrower has entered into that certain Agreement and Plan of Merger, dated as of June 24, 2019 (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as otherwise amended, restated, amended and restated or otherwise modified prior to the date hereof, the “CEC Acquisition Agreement”), by and among the Borrower, Colt Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Borrower (“Merger Sub”), and Caesars Entertainment Corporation, a Delaware corporation (“CEC”), pursuant to which Merger Sub will merge with and into CEC on the Closing Date with CEC as the surviving entity of such merger and to be renamed Caesars Holdings, Inc. (the “CEC Acquisition”).
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”), CRC FINCO, INC., a Delaware corporation (“Finance”), CAESARS RESORT COLLECTION, LLC, a Delaware limited liability company (“CRC”, and together with Finance, the “New Issuers”), each of the parties that are signatories hereto as Initial Guarantors, that are each subsidiaries of CRC (collectively, the “New Guarantors”), U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, the “Collateral Agent”).
INCREMENTAL ASSUMPTION AGREEMENT NO. 2Incremental Assumption Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York
INCREMENTAL ASSUMPTION AGREEMENT NO. 2, dated as of July 20, 2020 (this “Agreement”), by and among CAESARS RESORT COLLECTION, LLC, a Delaware limited liability company, as borrower (the “Initial Borrower”), the Subsidiary Loan Parties (as defined in the Credit Agreement referred to below) party hereto, the 2020 Incremental Revolving Lender (as defined below), the Consenting L/C Issuer (as defined below) and the Administrative Agent (as defined below), relating to that certain Credit Agreement, dated as of December 22, 2017 (as amended by the First Amendment to Credit Agreement, dated as of June 15, 2020 and the Incremental Term Loan Agreement (as defined below) and as further amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among, inter alios, 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 f
INCREMENTAL ASSUMPTION AGREEMENT NO. 1Incremental Assumption Agreement • July 21st, 2020 • Caesars Entertainment, Inc. • Hotels & motels • New York
INCREMENTAL ASSUMPTION AGREEMENT NO. 1, dated as of July 20, 2020 (this “Agreement”), by and among ELDORADO RESORTS, INC., a Nevada corporation (to be renamed CAESARS ENTERTAINMENT, INC. and converted to a Delaware corporation on the Closing Date), as borrower (the “Borrower”), the Subsidiary Loan Parties party hereto, the Closing Date Incremental Revolving Facility Lenders (as defined below), and the Administrative Agent (as defined below), relating to that certain Credit Agreement, dated as of the date hereof (as modified pursuant to this Agreement and as it may be further amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among, inter alios, the Borrower, the Lenders party thereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”) and U.S. BANK NATIONAL ASSOCIATION as collateral agent for the Secured Parties
