Attached files

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8-K - FORM 8-K - CAESARS ENTERTAINMENT Corpd310074d8k.htm
EX-4.2 - JOINDER TO REGISTRATION RIGHTS AGREEMENT - CAESARS ENTERTAINMENT Corpd310074dex42.htm
EX-4.1 - SUPPLEMENTAL INDENTURE - CAESARS ENTERTAINMENT Corpd310074dex41.htm
EX-10.4 - OTHER FIRST LIEN SECURED PARTY CONSENT TO THE COLLATERAL AGREEMENT - CAESARS ENTERTAINMENT Corpd310074dex104.htm
EX-10.1 - AMENDMENT AGREEMENT - CAESARS ENTERTAINMENT Corpd310074dex101.htm
EX-10.3 - JOINDER AND SUPPLEMENT TO THE INTERCREDITOR AGREEMENT - CAESARS ENTERTAINMENT Corpd310074dex103.htm
EX-10.5 - OTHER FIRST LIEN SECURED PARTY CONSENT TO THE GUARANTY AND PLEDGE AGREEMENT - CAESARS ENTERTAINMENT Corpd310074dex105.htm

Exhibit 10.2

REAFFIRMATION AGREEMENT

REAFFIRMATION AGREEMENT (this “Agreement”), dated as of March 1, 2012, among Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.), a Delaware corporation (“Holdings”), Caesars Entertainment Operating Company, Inc. (formerly known as Harrah’s Operating Company, Inc.), a Delaware corporation (the “Borrower”), each other 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 Bank of America, N.A., as administrative agent and collateral agent under the Amended Credit Agreement referred to below (in such capacity, the “Administrative Agent”).

WHEREAS, Holdings, the Borrower, the Required Amendment Lenders (as defined therein), the other Lenders party thereto and the Administrative Agent have entered into the Amendment Agreement dated as of March 1, 2012 (the “Amendment Agreement”), which amends and restates the Amended and Restated Credit Agreement dated as of May 20, 2011 (the “Existing Credit Agreement” and, as amended and restated after giving effect to the Amendment Agreement, the “Amended Credit Agreement”), among Holdings, the Borrower, the lenders party thereto from time to time and the agents party thereto;

WHEREAS, each of the Reaffirming Parties is party to one or more of the Security Documents (such term and each other capitalized term used but not defined herein having the meaning assigned to such terms in the Amended Credit Agreement);

WHEREAS, each Reaffirming Party expects to realize, or has realized, substantial direct and indirect benefits as a result of the Amendment Agreement becoming effective and the consummation of the transactions contemplated thereby (including any conversion of Original Maturity Term B Loans to Term B-6 Loans pursuant to Section 2.01(a)(ii) of the Amended Credit Agreement and any conversion of Original Maturity Revolving Facility Commitments to Term B-6 Loans and Extended Maturity Revolving Facility Commitments pursuant to Sections 2.01(b)(ii) and 2.01(c)(ii) of the Amended Credit Agreement, respectively (such transactions, the “Additional Conversions”)); and

WHEREAS, the execution and delivery of this Agreement is a condition precedent to the consummation of the transactions contemplated by the Amendment Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Reaffirmation/Amendment

Section 1.01 Reaffirmation. (a) Each of the Reaffirming Parties (i) hereby consents to the Amendment Agreement and the transactions contemplated thereby (including any Additional Conversions), (ii) hereby confirms its guarantees (in the case of Holdings) and its pledges, grants of security interests and other agreements (in the case of all Reaffirming Parties), as applicable, under each of the Security Documents to which it is party and (iii) agrees that


notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), such guarantees, pledges, grants of security interests and other agreements shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and the Borrower with Section 5.10 of the Amended Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to which it is party and further agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), such obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement.

(b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower hereby confirms and agrees that the Term B-6 Loans and the Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments (including those implemented pursuant to any Additional Conversions) constitute Loan Document Obligations (as defined in the Collateral Agreement).

Section 1.02 Confirmation. On and after the effectiveness of the Amendment Agreement (and any agreement implementing an Additional Conversion), the parties confirm and acknowledge that (i) each reference in each Security Document to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall be a reference to the Amended Credit Agreement, as such agreement may be amended, modified or supplemented and in effect from time to time and (ii) the definition of any term defined in any Security Document by reference to the terms defined in the “Credit Agreement” shall reference the defined terms in the Amended Credit Agreement, as the same may be amended, modified or supplemented and in effect from time to time.

ARTICLE II

Representations and Warranties

Each Reaffirming Party hereby represents and warrants, which representations and warranties shall survive execution and delivery of this Agreement, as follows:

Section 2.01 Organization. Such Reaffirming Party is duly organized and validly existing in good standing under the laws of the jurisdiction of its formation.

Section 2.02 Authority; Enforceability. Such Reaffirming Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. Such Reaffirming Party has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

 

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Section 2.03 Security Documents. The representations and warranties of such Reaffirming Party contained in each Security Document are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct as of such earlier date).

ARTICLE III

Miscellaneous

Section 3.01 Notices. All notices and other communications hereunder shall be made at the addresses, in the manner and with the effect provided in Section 9.01 of the Amended Credit Agreement, provided that, for this purpose, the address of each Reaffirming Party shall be the one specified for the Borrower under the Amended Credit Agreement.

Section 3.02 Security Document. This Agreement is a Security Document executed pursuant to the Amended Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

Section 3.03 Section Captions. Section captions used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

Section 3.04 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

Section 3.05 Amendment. This Agreement may be waived, modified or amended only by a written agreement executed by each of the parties hereto.

Section 3.06 Counterparts. This Agreement may be executed in any number of separate counterparts by the parties hereto (including by telecopy or via electronic mail), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

Section 3.07 Applicable Law; Waiver of Jury Trial. (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.11 OF THE AMENDED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

 

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Section 3.08 Gaming Laws. Each party hereto agrees as set forth in Sections 7.19, 7.20, 7.21 and 7.24 of the Collateral Agreement as if such sections were set forth in full herein.

Section 3.09 No Novation. Neither this Agreement nor the execution, delivery or effectiveness of the Amendment Agreement shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or any Security Documents or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement, the Security Documents or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement, the Amendment Agreement or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of Holdings, the Borrower or any Subsidiary Party under any Security Document from any of its obligations and liabilities as “Holdings”, the “Borrower”, a “Subsidiary Loan Party”, a “Pledgor” or a “Guarantor” under the Existing Credit Agreement or the Security Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

 

Caesars Entertainment Corporation
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:  

Executive Vice President and

Chief Financial Officer

Caesars Entertainment Operating Company, Inc.
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:  

Executive Vice President and

Chief Financial Officer


B I Gaming Corporation
Bally’s Midwest Casino, Inc.
Bally’s Operator, Inc.
Bally’s Park Place, Inc.
Bally’s Tunica, Inc.
Benco, Inc.
BL Development Corp.
Boardwalk Regency Corporation
Caesars Entertainment Akwesasne Consulting Corp.
Caesars Entertainment Canada Holding, Inc.
Caesars Entertainment Finance Corp.
Caesars Entertainment Golf, Inc.
Caesars Entertainment Retail, Inc.
Caesars Marketing Services Corporation
Caesars New Jersey, Inc.
Caesars Palace Corporation
Caesars Palace Realty Corp.
Caesars Palace Sports Promotions, Inc.
Caesars Trex, Inc.
Caesars United Kingdom, Inc.
Caesars World, Inc.
Caesars World Marketing Corporation
Caesars World Merchandising, Inc.
California Clearing Corporation
Casino Computer Programming, Inc.
CEI-Sullivan County Development Company
Consolidated Supplies, Services and Systems
Dusty Corporation
East Beach Development Corporation
FHR Corporation
Flamingo-Laughlin, Inc.
GCA Acquisition Subsidiary, Inc.
GNOC, Corp.
Grand Casinos, Inc.
Grand Media Buying, Inc.
Harrah South Shore Corporation
Harrah’s Alabama Corporation
Harrah’s Arizona Corporation
Harrah’s Illinois Corporation
Harrah’s Interactive Investment Company
Harrah’s Investments, Inc.
Harrah’s Kansas Casino Corporation
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Senior Vice President


Harrah’s Management Company
Harrah’s Maryland Heights Operating Company
Harrah’s New Orleans Management Company
Harrah’s Pittsburgh Management Company
Harrah’s Reno Holding Company, Inc.
Harrah’s Southwest Michigan Casino Corporation
Harrah’s Travel, Inc.
Harrah’s Tunica Corporation
Harrah’s Vicksburg Corporation
Harveys BR Management Company, Inc.
Harveys C.C. Management Company, Inc.
Harveys Iowa Management Company, Inc.
Harveys Tahoe Management Company, Inc.
HBR Realty Company, Inc.
HCR Services Company, Inc.
HEI Holding Company One, Inc.
HEI Holding Company Two, Inc.
LVH Corporation
Martial Development Corp.
Ocean Showboat, Inc.
PHW Manager, LLC
Players Bluegrass Downs, Inc.
Players Development, Inc.
Players Resources, Inc.
Players Services, Inc.
Reno Projects, Inc.
Rio Development Company, Inc.
Robinson Property Group Corp.
Roman Entertainment Corporation of Indiana
Roman Holding Corporation of Indiana
Showboat Atlantic City Operating Company, LLC
Southern Illinois Riverboat/Casino Cruises, Inc.
Tele/Info, Inc.
Trigger Real Estate Corporation

Tunica Roadhouse Corporation

 

By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:  

President, Senior Vice President

or Vice President


Desert Palace, Inc.
Harrah’s Imperial Palace Corp.
Harrah’s International Holding Company, Inc.
Las Vegas Resort Development, Inc.
Parball Corporation
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Treasurer


190 Flamingo, LLC

AJP Parent, LLC

Caesars Entertainment Development, LLC

Caesars License Company, LLC

Chester Facility Holding Company, LLC

Corner Investment Company, LLC

DCH Exchange, LLC

DCH Lender, LLC

Harrah’s Bossier City Management Company, LLC, a Nevada Limited Liability Company

Harrah’s Chester Downs Investment Company, LLC

Harrah’s Chester Downs Management Company, LLC

Harrah’s MH Project, LLC

Harrah’s North Kansas City LLC

Harrah’s Operating Company Memphis, LLC

Harrah’s Shreveport Investment Company, LLC

Harrah’s Shreveport Management Company, LLC

Harrah’s Shreveport/Bossier City Holding Company, LLC

Harrah’s Sumner Investment Company, LLC

Harrah’s Sumner Management Company, LLC

Harrah’s West Warwick Gaming Company, LLC

H-BAY, LLC

HCAL, LLC

HHLV Management Company, LLC

Hole In The Wall, LLC

Horseshoe Gaming Holding, LLC

JCC Holding Company II LLC

Koval Holdings Company, LLC

Nevada Marketing, LLC

Players International, LLC

Reno Crossroads, LLC

Roman Empire Development, LLC

TRB Flamingo, LLC

Winnick Parent, LLC

By:

 

Caesars Entertainment Operating Company, Inc.

its Sole Member or Manager

By:

 

/s/ Jonathan S. Halkyard

Name:

  Jonathan S. Halkyard

Title:

  Executive Vice President and
  Chief Financial Officer


Las Vegas Golf Management, LLC
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Manager


AJP Holdings, LLC
By:   AJP Parent, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer


Durante Holdings, LLC
By:   AJP Holdings, LLC
  its Sole Member
By:   AJP Parent, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer

 


Biloxi Hammond, LLC
Biloxi Village Walk Development, LLC
Village Walk Construction, LLC
By:   Grand Casinos of Biloxi, LLC
  its Sole Member
By:   Grand Casinos, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Senior Vice President


Harrah’s Maryland Heights LLC
By:   Harrah’s Maryland Heights Operating Company
  its Managing Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Senior Vice President


Harrah’s Shreveport/Bossier City Investment Company, L.L.C.

By:

 

Harrah’s Shreveport/Bossier City

Holding Company, LLC

  its Managing Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer


Winnick Holdings, LLC
By:   Winnick Parent, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer


Bally’s Olympia Limited Partnership
By:   Bally’s Operator, Inc.
  its General Partner
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Senior Vice President


Caesars Riverboat Casino, LLC
By:   Roman Holding Corporation of Indiana
  its Managing Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Senior Vice President And as Agent of Caesars
  Riverboat Casino, LLC


Horseshoe GP, LLC
Horseshoe Hammond, LLC
By:   Horseshoe Gaming Holding, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer


Harrah’s Bossier City Investment Company, LLC
By:  

Harrah’s Shreveport/Bossier City

Investment Company, LLC

  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer


Horseshoe Shreveport L.L.C.
By:   Horseshoe Gaming Holding, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer

 


Jazz Casino Company, L.L.C.
JCC Fulton Development, L.L.C.
By:   JCC Holding Company II LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer

 


Players Riverboat II, LLC
By:   Players Riverboat Management, LLC
  its Member
  By:       Players Holding, LLC
    its Sole Member
  By:   Players International, LLC
    its Sole Member
  By:   Caesars Entertainment Operating Company, Inc.
    its Sole Member
By:    

/s/ Jonathan S. Halkyard

Name:     Jonathan S. Halkyard
Title:     Executive Vice President and
    Chief Financial Officer
By:   Players Riverboat, LLC
  its Member
  By:   Players Holding, LLC
    its Sole Member
  By:   Players International, LLC
    its Sole Member
  By:   Caesars Entertainment Operating Company, Inc.
    its Sole Member
By:    

/s/ Jonathan S. Halkyard

Name:     Jonathan S. Halkyard
Title:     Executive Vice President and
    Chief Financial Officer


 

Horseshoe Entertainment
By:   New Gaming Capital Partnership, a Nevada
  Limited Partnership
  its General Partner
By:   Horseshoe GP, LLC
  its General Partner
By:   Horseshoe Gaming Holding, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer

 


Grand Casinos of Biloxi, LLC
Grand Casinos of Mississippi, LLC -
Gulfport
By:   Grand Casinos, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Senior Vice President


Caesars India Sponsor Company, LLC
By:   California Clearing Corporation
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Senior Vice President


Koval Investment Company, LLC
By:   Koval Holdings Company, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer


Players Holding, LLC
By:   Players International, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer


Players LC, LLC
Players Maryland Heights Nevada, LLC
Players Riverboat Management, LLC
Players Riverboat, LLC
By:   Players Holding, LLC
  its Sole Member
By:   Players International, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer


New Gaming Capital Partnership,
a Nevada Limited Partnership

By:   Horseshoe GP, LLC
  its General Partner
By:   Horseshoe Gaming Holding, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer


Atlantic City Country Club 1 LLC
By:   Bally’s Park Place, Inc.
  its Sole Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Senior Vice President


Harrah’s NC Casino Company, LLC
By:   Caesars Entertainment Operating Company, Inc.
  its Managing Member
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   Executive Vice President and
  Chief Financial Officer


HTM Holding, Inc.
Showboat Atlantic City Mezz 1, LLC
Showboat Atlantic City Mezz 2, LLC
Showboat Atlantic City Mezz 3, LLC
Showboat Atlantic City Mezz 4, LLC
Showboat Atlantic City Mezz 5, LLC
Showboat Atlantic City Mezz 6, LLC
Showboat Atlantic City Mezz 7, LLC
Showboat Atlantic City Mezz 8, LLC
Showboat Atlantic City Mezz 9, LLC
Showboat Atlantic City Propco, LLC
Showboat Holding, Inc.
Tahoe Garage Propco, LLC
By:  

/s/ Jonathan S. Halkyard

Name:   Jonathan S. Halkyard
Title:   President & Treasurer


BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent
By:  

/s/ Christopher T. Ray

Name:   Christopher T. Ray
Title:   Director