Caesars Acquisition Co Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT] INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 11th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware

This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Caesars Acquisition Company, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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CREDIT AGREEMENT Dated as of November 2, 2012 Among CAESARS ENTERTAINMENT CORPORATION, CORNER INVESTMENT PROPCO, LLC, as Borrower, THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent J.P....
Credit Agreement • May 6th, 2014 • Caesars Acquisition Co • Hotels & motels • New York

This CREDIT AGREEMENT, dated as of November 2, 2012 (this “Agreement”), is among Caesars Entertainment Corporation, a Delaware corporation (“CEC”), Corner Investment Propco, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent for the Lenders.

CREDIT AGREEMENT Dated as of July 7, 2017, among CBAC BORROWER, LLC, as Borrower, THE LENDERS PARTY HERETO, WELLS FARGO GAMING CAPITAL, LLC as Administrative Agent, and WELLS FARGO SECURITIES, LLC, MACQUARIE CAPITAL (USA) INC. and NOMURA SECURITIES...
Credit Agreement • July 7th, 2017 • Caesars Acquisition Co • Hotels & motels • Maryland

CREDIT AGREEMENT dated as of July 7, 2017 (this “Agreement”), among CBAC BORROWER, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time and WELLS FARGO GAMING CAPITAL, LLC (“Wells Fargo”), 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.

FIRST LIEN CREDIT AGREEMENT Dated as of May 8, 2014, Among CAESARS GROWTH PROPERTIES PARENT, LLC, as Holdings, CAESARS GROWTH PROPERTIES HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative...
First Lien Credit Agreement • May 9th, 2014 • Caesars Acquisition Co • Hotels & motels • New York

FIRST LIEN CREDIT AGREEMENT dated as of May 8, 2014 (this “Agreement”), among CAESARS GROWTH PROPERTIES PARENT, LLC, a Delaware limited liability company (“Holdings”), CAESARS GROWTH PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent for the Lenders.

CREDIT AGREEMENT Dated as of July 2, 2013 among CBAC BORROWER, LLC, as Borrower, THE LENDERS PARTY HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent, CREDIT SUISSE SECURITIES...
Credit Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Maryland

CREDIT AGREEMENT dated as of July 2, 2013 (this “Agreement”), among CBAC BORROWER, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent for the Lenders and Deutsche Bank Trust Company Americas (“DBTCA”) as collateral agent for the Lenders, and Credit Suisse Securities (USA) LLC and Goldman Sachs Bank USA, as co-syndication agents (in such capacity, the “Co-Syndication Agents”).

ESCROW AGREEMENT
Escrow Agreement • April 17th, 2014 • Caesars Acquisition Co • Hotels & motels • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 24th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of October 21, 2013, is entered into by and between Caesars Entertainment Corporation, a Delaware corporation (the “Company”) and the Holders.

EMPLOYMENT AGREEMENT
Employment Agreement • September 30th, 2016 • Caesars Acquisition Co • Hotels & motels • Nevada

This Agreement (“Agreement”) is entered into as of this 30th day of September, 2016 (the “Effective Date”), by and between Caesars Acquisition Company, a Delaware corporation (the “Company”) and Michael D. Cohen (“Executive”), (collectively the “Parties”).

COLLATERAL AGREEMENT (FIRST LIEN) dated and effective as of May 20, 2014, among CAESARS GROWTH PROPERTIES HOLDINGS, LLC, as Borrower, each Subsidiary Party party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent
Collateral Agreement • May 21st, 2014 • Caesars Acquisition Co • Hotels & motels • New York

COLLATERAL AGREEMENT (FIRST LIEN) dated and effective as of May 20, 2014 (as amended, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”), among CAESARS GROWTH PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower listed on Schedule I hereto and each Subsidiary of the Borrower that becomes a party hereto (each, a “Subsidiary Party”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent (together with its successors and permitted assigns in such capacity, the “Agent”) for the benefit of the Secured Parties (as defined below).

MANAGEMENT AGREEMENT By and Between Harrah’s New Orleans Management Company, a Nevada corporation as Manager, Jazz Casino Company, L.L.C., a Louisiana limited liability company as Owner, and, solely for purposes of Article VII and Sections 16.1.2,...
Management Agreement • May 21st, 2014 • Caesars Acquisition Co • Hotels & motels • Louisiana

This MANAGEMENT AGREEMENT (this “Agreement”) is dated as of May 20, 2014, and is made and entered into by and between Jazz Casino Company, L.L.C., a Louisiana limited liability company, or its successors and permitted assigns (“Owner”), Harrah’s New Orleans Management Company, a Nevada corporation (“Manager”), and, solely for purposes of Article VII and Sections 16.1.2, 17.5.5, 17.7.3, 17.7.4, 17.7.5, 18.3 and 19.2, Caesars License Company, LLC, a Nevada limited liability company (“CLC”). Owner and Manager are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”

OMNIBUS LICENSE AND ENTERPRISE SERVICES AGREEMENT
Omnibus License and Enterprise Services Agreement • May 21st, 2014 • Caesars Acquisition Co • Hotels & motels • Nevada

This Omnibus License and Enterprise Services Agreement (this “Agreement”) is dated as of May 20, 2014 (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.

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER between CAESARS ACQUISITION COMPANY and CAESARS ENTERTAINMENT CORPORATION Dated as of July 9, 2016
Agreement and Plan of Merger • July 11th, 2016 • Caesars Acquisition Co • Hotels & motels • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 9, 2016 (this “Agreement”), is entered into by and between Caesars Acquisition Company, a Delaware corporation (“CAC”), and Caesars Entertainment Corporation, a Delaware corporation (“CEC”).

COLLATERAL AGREEMENT (SECOND LIEN) dated and effective as of May 20, 2014, among CAESARS GROWTH PROPERTIES HOLDINGS, LLC, CAESARS GROWTH PROPERTIES FINANCE, INC., as the Issuers, each Subsidiary Party party hereto and U.S. BANK NATIONAL ASSOCIATION,...
Collateral Agreement • May 21st, 2014 • Caesars Acquisition Co • Hotels & motels • New York

Reference is made to (i) the Indenture, dated as of April 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Notes Indenture”), among the Issuers, as issuers, U.S. Bank National Association, as trustee (together with its successors and permitted assigns in such capacity, the “Notes Trustee”), and the subsidiary guarantors party thereto, and (ii) the Second Lien Intercreditor Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), by and among Credit Suisse AG, Cayman Islands Branch, as Credit Agreement Agent (as defined therein), U.S. Bank National Association, as Trustee (as defined therein), and the other parties party thereto.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAESARS GROWTH PARTNERS, LLC, A DELAWARE LIMITED LIABILITY COMPANY October , 2013
Limited Liability Company Agreement • October 11th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware

This Amended and Restated Limited Liability Company Agreement (as amended from time to time, this “Agreement”) of Caesars Growth Partners, LLC, a Delaware limited liability company (the “Company”), is entered into as of October , 2013 (the “Effective Date”), by and among the Persons executing this Agreement as Members (along with those Persons who later properly join to this Agreement, each a “Member”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Nevada

THIS AGREEMENT, made as of June 15, 2012, (the “Effective Date”) between Caesars Interactive Entertainment, Inc., with offices at One Caesars Palace Drive, Las Vegas, Nevada (the “Company”), and Craig Abrahams (“Employee”).

SECOND LIEN INTERCREDITOR AGREEMENT
Second Lien Intercreditor Agreement • May 21st, 2014 • Caesars Acquisition Co • Hotels & motels • New York

THIS SECOND LIEN INTERCREDITOR AGREEMENT is dated as of May 20, 2014, by and among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Credit Agreement Agent and each Other First Priority Lien Obligations Agent from time to time party hereto, each in its capacity as First Lien Agent, U.S. BANK NATIONAL ASSOCIATION, as Trustee and each collateral agent for any Future Second Lien Indebtedness from time to time party hereto, each in its capacity as Second Priority Agent.

VOTING AGREEMENT
Voting Agreement • July 11th, 2016 • Caesars Acquisition Co • Hotels & motels • Delaware

This Agreement (this “Agreement”), dated as of July 9, 2016, is entered into by and between Caesars Acquisition Company, a Delaware corporation (“CAC”), and Hamlet Holdings LLC, a Delaware limited liability company (“VoteCo”) and, solely for the purposes of Section 4.3, Section 6.11 and Section 6.12, the Holders (as defined below). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the A&R Merger Agreement (as defined below) or the Bank RSA (as defined below), each as in effect on the date hereof.

TAX MATTERS AGREEMENT
Tax Matters Agreement • November 20th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware

This Tax Matters Agreement (the “Agreement”), dated as of October 21, 2013, is by and among Caesars Entertainment Corporation, a Delaware corporation (“CEC”), and Caesars Interactive Entertainment, Inc., a Delaware corporation (“CIE”), and all of its direct and indirect Subsidiaries (CIE and its Subsidiaries shall be collectively referred to herein as the “CIE Companies”).

THIRD AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAESARS GROWTH PARTNERS, LLC
Limited Liability Company Agreement • February 15th, 2017 • Caesars Acquisition Co • Hotels & motels • Delaware

This Third Amendment (this "Amendment") to the Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC, a Delaware limited liability company (the "Company"), dated as of October 21, 2013, as amended by the First Amendment to the Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 23, 2016, and the Second Amendment to the Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 7, 2016, in each case, entered into by and among the parties hereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "CGP Operating Agreement"), is dated and effective as of February 13, 2017, is being entered into by and among Caesars Acquisition Company, a Delaware corporation ("CAC"), in its capacity as the Company's managing member and as a Member (as defined below), HIE Holdings, Inc., a Delaware corporation and Harrah's BC, Inc., a Delaware cor

TRANSACTION AGREEMENT by and among CAESARS ENTERTAINMENT CORPORATION, HIE HOLDINGS, INC., HARRAH’S BC, INC., PHW LAS VEGAS, LLC, PHW MANAGER, LLC, CAESARS BALTIMORE ACQUISITION COMPANY, LLC, CAESARS BALTIMORE MANAGEMENT COMPANY, LLC, CAESARS...
Transaction Agreement • October 11th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware

This TRANSACTION AGREEMENT, dated as of October , 2013 (this “Agreement”), is entered into by and among Caesars Entertainment Corporation, a Delaware corporation (“CEC”), HIE Holdings, Inc., a Delaware corporation (“HIE Holdings”), Harrah’s BC, Inc., a Delaware corporation (“BondCo”), PHW Las Vegas, LLC, a Nevada limited liability company (“PHW Las Vegas”), PHW Manager, LLC, a Nevada limited liability company (“PHW Manager”), Caesars Baltimore Acquisition Company, LLC, a Delaware limited liability company (“CBAC”), Caesars Baltimore Management Company, LLC, a Delaware limited liability company (“Baltimore Manager”, together with CEC, HIE Holdings, BondCo, PHW Las Vegas, PHW Manager and CBAC, the “Caesars Parties”), Caesars Acquisition Company, a Delaware corporation (“CAC”) and Caesars Growth Partners, LLC, a Delaware limited liability company (“Growth Partners”).

AMENDED AND RESTATED LOAN AGREEMENT Dated as of February 19, 2010 Between PHW LAS VEGAS, LLC, as Borrower and WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. COMMERCIAL MORTGAGE PASS- THROUGH...
Loan Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • New York

AMENDED AND RESTATED LOAN AGREEMENT, dated as of February 19, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between PHW LAS VEGAS, LLC, a Nevada limited liability company (“Borrower”), having its principal place of business at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, and WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-TFL2, (together with its successors and assigns, “Lender”), having an address at 9062 Old Annapolis Road, Columbia, Maryland 21045.

FIRST AMENDMENT TO TRANSACTION AGREEMENT
Transaction Agreement • May 6th, 2014 • Caesars Acquisition Co • 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.

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TRANSACTION AGREEMENT by and among CAESARS ENTERTAINMENT CORPORATION, CAESARS ENTERTAINMENT OPERATING COMPANY, INC., CAESARS LICENSE COMPANY, LLC, HARRAH’S NEW ORLEANS MANAGEMENT COMPANY, CORNER INVESTMENT COMPANY, LLC, 3535 LV CORP., PARBALL...
Transaction Agreement • March 3rd, 2014 • Caesars Acquisition Co • Hotels & motels • Delaware

This TRANSACTION AGREEMENT, dated as of March 1, 2014 (this “Agreement”), is entered into by and among Caesars Entertainment Corporation, a Delaware corporation (“Parent”), Caesars Entertainment Operating Company, Inc., a Delaware corporation (“CEOC”), Caesars License Company, LLC, a Nevada limited liability company (“CLC”), Harrah’s New Orleans Management Company, a Nevada corporation (“New Orleans Property Manager”), Parball Corporation, a Nevada corporation (“Parball”), 3535 LV Corp., a Nevada corporation (“3535 LV”), Corner Investment Company, LLC, a Nevada limited liability company (“CIC”), JCC Holding Company II, LLC, a Delaware limited liability company (“JCC Holding” and, together with Parball, 3535 LV and CIC, the “Company Parties” and each a “Company Party”), Caesars Acquisition Company, a Delaware corporation (“CAC”), and Caesars Growth Partners, LLC, a Delaware limited liability company (“Growth Partners”).

FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Plan of Merger • February 21st, 2017 • Caesars Acquisition Co • Hotels & motels

This FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of February 20, 2017 (this “Amendment”), is entered into by and between Caesars Acquisition Company, a Delaware corporation (“CAC”), and Caesars Entertainment Corporation, a Delaware corporation (“CEC”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Amended Merger Agreement (as defined below).

STOCK PURCHASE AGREEMENT Between ALPHA FRONTIER LIMITED as “Purchaser,” CAESARS INTERACTIVE ENTERTAINMENT, INC. as “Seller,” and for certain limited purposes described herein, CAESARS GROWTH PARTNERS, LLC and CIE GROWTH, LLC as “Guarantors” Dated as...
Stock Purchase Agreement • August 1st, 2016 • Caesars Acquisition Co • Hotels & motels • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 30, 2016, by and among Alpha Frontier Limited, a Cayman Islands exempted company (“Purchaser”), Caesars Interactive Entertainment, Inc., a Delaware corporation (“Seller”), and, solely for the purposes of Article X, Caesars Growth Partners, LLC, a Delaware limited liability company, and CIE Growth, LLC, a Delaware limited liability company (collectively, “Guarantors”). All capitalized terms used but not defined herein shall have the meanings specified in Article I.

AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT
Agreement • July 11th, 2016 • Caesars Acquisition Co • Hotels & motels • Delaware

This Amended and Restated Restructuring Support Agreement dated as of July 9, 2016 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”) amends, restates, and replaces in its entirety the Restructuring Support Contribution Agreement dated as of June 12, 2016, including all schedules, annexes, and exhibits attached thereto, among: (i) Caesars Entertainment Operating Company, Inc. (“CEOC”), on behalf of itself and each of the debtors in the Chapter 11 Cases and its other direct and indirect Subsidiaries (as defined below, collectively, the “Company”), and (ii) Caesars Acquisition Company, on behalf of itself and each of its direct and indirect Subsidiaries (collectively, “CAC,” and together with the Company, each referred to as a “Party” and collectively referred to as the “Parties”). All capitalized terms not defined herein shall have the meanings ascribed to them in the CEOC Plan (as defined below).

ASSET PURCHASE AGREEMENT BY AND AMONG DELTA TWO HOLDINGS, LLC, BUFFALO STUDIOS LLC, ALL OF THE MEMBERS OF THE COMPANY LISTED ON THE SIGNATURE PAGES HERETO, CHRISTIE S. TYLER, As The Representative, AND CAESARS INTERACTIVE ENTERTAINMENT, INC. Dated as...
Asset Purchase Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware

THIS ASSET PURCHASE AGREEMENT (together with the Company Disclosure Schedule and the other schedules, exhibits and annexes hereto, this “Agreement”) is dated and effective as of December 27, 2012, by and among Delta Two Holdings, LLC, a Nevada limited liability company (“Buyer”), Buffalo Studios LLC, a California limited liability company (the “Company”), all of the Members of the Company, each of whom is listed on the signature pages hereto (each, a “Member”, and together with the Company, the “Sellers”), Christie S. Tyler, solely in his capacity as Representative (“Representative”), and solely for purposes Article X, Caesars Interactive Entertainment, Inc., a Delaware corporation (“Buyer Parent”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given such terms in Article IX.

Contract
Omnibus Voting Agreement • October 11th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware

OMNIBUS VOTING AGREEMENT, dated as of October , 2013 (this “Voting Agreement”), by and among Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC and TPG Hamlet Holdings B, LLC (each, a “Sponsor”, and collectively, the “Sponsors”), Co-Invest Hamlet Holdings, Series LLC and Co-Invest Hamlet Holdings B, LLC (collectively, the “Co-Investment Entities”, and together with the Sponsors, the “Proxy Grantors”), Hamlet Holdings LLC (“VoteCo”), Caesars Entertainment Corporation (“CEC”) and Caesars Acquisition Company (“CAC”).

TAX REIMBURSEMENT AND INDEMNITY AGREEMENT
Tax Reimbursement and Indemnity Agreement • September 26th, 2016 • Caesars Acquisition Co • Hotels & motels • Nevada

This TAX REIMBURSEMENT AND INDEMNITY AGREEMENT (the “Agreement”), dated as of September 23, 2016, is made and entered into by and between Caesars Interactive Entertainment, Inc., a Delaware corporation (the “CIE”), and Craig Abrahams (“Executive”).

FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAESARS GROWTH PARTNERS, LLC
Limited Liability Company Agreement • September 26th, 2016 • Caesars Acquisition Co • Hotels & motels • Delaware

This First Amendment (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC, a Delaware limited liability company (the “Company”), dated as of October 21, 2013 (the “CGP Operating Agreement”), is dated and effective as of September 23, 2016, is being entered into by and among Caesars Acquisition Company, a Delaware corporation (“CAC”), in its capacity as the Company’s managing member and as a Member (as defined below), HIE Holdings, Inc., a Delaware corporation and Harrah’s BC, Inc., a Delaware corporation (each, a “CEC Member”, and together, the “CEC Members”, and collectively with CAC, the “Members”), and Caesars Entertainment Corporation, a Delaware corporation (“CEC”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings given to such terms in the CGP Operating Agreement.

REGISTRATION RIGHTS AND COOPERATION AGREEMENT
Registration Rights and Cooperation Agreement • August 8th, 2014 • Caesars Acquisition Co • Hotels & motels • Delaware

This REGISTRATION RIGHTS AND COOPERATION AGREEMENT, dated as of August 6, 2014, is entered into by and between Caesars Entertainment Operating Company, Inc., a Delaware corporation (the “Company”), and Caesars Acquisition Company, a Delaware corporation (“CAC”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 6th, 2014 • Caesars Acquisition Co • Hotels & motels • New York

This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 5, 2014 by and among Caesars Entertainment Operating Company, Inc., a Delaware corporation (the “Company”), Caesars Growth Partners, LLC, a Delaware limited liability company (“Growth Partners”), and Caesars Growth Bonds, LLC, a wholly owned subsidiary of Growth Partners and a Delaware limited liability company (the “Seller”).

ONLINE POKER STRATEGIC COLLABORATION SOFTWARE DEVELOPMENT, LICENSING AND PARTIAL ASSIGNMENT AGREEMENT
Caesars Acquisition Co • July 10th, 2013 • Hotels & motels • Nevada

A LB is a French company which operates on-line poker in France and has developed its own poker platform for the provision of online poker in France.

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • August 12th, 2013 • Caesars Acquisition Co • Hotels & motels • Nevada

This Trademark License Agreement (this “Agreement”) is made effective as of September 1, 2011 (the “Effective Date”) by and between Caesars Interactive Entertainment, Inc. (formerly known as Harrah’s Interactive Entertainment, Inc.) (“CIE”) and Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.) (“CEC”).

ESCROW AGREEMENT
Escrow Agreement • May 9th, 2014 • Caesars Acquisition Co • Hotels & motels • New York
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