REAFFIRMATION AGREEMENT

EX-10.2 5 d511252dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

REAFFIRMATION AGREEMENT

REAFFIRMATION AGREEMENT (this “Agreement”), dated as of March 27, 2013, 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 Lenders (as defined therein) party thereto and the Administrative Agent have entered into the Amendment, dated as of February 6, 2013 (the “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of March 1, 2012 (the “Existing Credit Agreement” and, as amended after giving effect to the Amendment, the “Amended Credit Agreement”), among Holdings, the Borrower, the Administrative Agent, the lenders party thereto from time to time and the other parties and 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 becoming effective and the consummation of the transactions contemplated thereby (including the establishment of additional Extended Maturity Revolving Facility Commitments pursuant to Section 3.1 of the Amendment on the date hereof); and

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

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 and the transactions contemplated thereby, (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 and the consummation of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other agreements shall continue to be in full force and

 

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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 and the consummation of the transactions contemplated thereby, 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 Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments constitute Loan Document Obligations (as defined in the Collateral Agreement).

Section 1.02 Confirmation. On and after the effectiveness of the Amendment, 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.

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).

 

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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.

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 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

 

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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 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.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

 

Caesars Entertainment Corporation
By:   /S/ ERIC HESSION
Name:   Eric Hession
Title:   Senior Vice President and Treasurer
Caesars Entertainment Operating Company, Inc.
By:   /S/ ERIC HESSION
Name:   Eric Hession
Title:   Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


3535 LV Corp.
Atlantic City Country Club 1 LLC
B I Gaming Corporation
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 Palace Realty Corp.
Caesars United Kingdom, 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
Desert Palace, Inc.
FHR Corporation
Flamingo-Laughlin, Inc.
GNOC, Corp.
Grand Casinos, Inc.
Grand Media Buying, Inc.
Harrah South Shore Corporation
Harrah’s Reno Holding Company, Inc.
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.
Las Vegas Resort Development, Inc.
LVH Corporation
Martial Development Corp.
Ocean Showboat, Inc.
Parball Corporation
PHW Manager, LLC
By:   /S/ ERIC HESSION
  Name: Eric Hession
  Title: President and/or Treasurer

 

[Signature Page to Reaffirmation Agreement]


CZL Development Company, LLC
Players Bluegrass Downs, Inc.
Players Development, Inc.
Players Resources, Inc.
Players Services, Inc.
Reno Projects, Inc.
Rio Development Company, Inc.
Roman Entertainment Corporation of Indiana
Roman Holding Corporation of Indiana
Tele/Info, Inc.
Tunica Roadhouse Corporation
By:   /S/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and/or Treasurer

 

[Signature Page to Reaffirmation Agreement]


Harrah’s Iowa Arena Management, LLC
Bally’s Midwest Casino, Inc.
Bally’s Park Place, Inc.
Caesars Marketing Services Corporation
Caesars New Jersey, Inc.
Caesars Palace Corporation
Caesars Palace Sports Promotions, Inc.
Caesars Trex, Inc.
Caesars World, Inc.
East Beach Development Corporation
GCA Acquisition Subsidiary, Inc.
Harrah’s Alabama Corporation
Harrah’s Arizona Corporation
Harrah’s Illinois Corporation
Harrah’s Interactive Investment Company
Harrah’s International Holding Company, Inc.
Harrah’s Investments, Inc.
Harrah’s Kansas Casino Corporation
Harrah’s Management Company
Harrah’s Maryland Heights Operating Company
Harrah’s New Orleans Management Company
Harrah’s Pittsburgh Management Company
Harrah’s Southwest Michigan Casino Corporation
Harrah’s Travel, Inc.
HEI Holding Company One, Inc.
HEI Holding Company Two, Inc.
Robinson Property Group Corp.
Showboat Atlantic City Operating Company, LLC
Southern Illinois Riverboat/Casino Cruises, Inc.
Trigger Real Estate Corporation
Harrah’s Chester Downs Management Company, LLC
By:   /S/ MICHAEL COHEN
  Name: Michael Cohen
  Title: Secretary

 

[Signature Page to Reaffirmation Agreement]


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 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

TRB Flamingo, LLC

Winnick Parent, LLC

By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member or Manager
By:   /S/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


Las Vegas Golf Management, LLC
By:   /S/ ERIC HESSION
  Name: Eric Hession
  Title: Manager

 

[Signature Page to Reaffirmation Agreement]


AJP Holdings, LLC
By:   AJP Parent, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:   /S/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


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/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


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/ ERIC HESSION
  Name: Eric Hession
  Title: Treasurer

 

[Signature Page to Reaffirmation Agreement]


Harrah’s Shreveport/Bossier City Investment Company, LLC
By:   Harrah’s Shreveport/Bossier City Holding Company, LLC
  its Managing Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:   /s/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


Winnick Holdings, LLC
By:   Winnick Parent, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:   /s/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


Caesars Riverboat Casino, LLC
By:   Roman Holding Corporation of Indiana
  its Managing Member
By:   /s/ ERIC HESSION
  Name: Eric Hession
  Title: Treasurer
 

And as Agent of Caesars Riverboat Casino, LLC

 

[Signature Page to Reaffirmation Agreement]


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/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer
 

 

[Signature Page to Reaffirmation Agreement]


Harrah’s Bossier City Investment Company, L.L.C.
By:   Harrah’s Shreveport/Bossier City Investment Company, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:   /s/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


Horseshoe Shreveport L.L.C.
By:   Horseshoe Gaming Holding, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:   /s/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


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/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


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/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer
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/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer
   

 

[Signature Page to Reaffirmation Agreement]


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/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


Grand Casinos of Biloxi, LLC
Grand Casinos of Mississippi, LLC - Gulfport
By:       Grand Casinos, Inc.
  its Sole Member
By:   /s/ ERIC HESSION
  Name: Eric Hession
  Title: Treasurer

 

[Signature Page to Reaffirmation Agreement]


Caesars India Sponsor Company, LLC
By:   California Clearing Corporation
  its Sole Member
By:   /s/ ERIC HESSION
  Name: Eric Hession
  Title: Treasurer

 

[Signature Page to Reaffirmation Agreement]


Koval Investment Company, LLC
By:   Koval Holdings Company, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:   /s/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


Players Holding, LLC
By:   Players International, LLC
  its Sole Member
By:   Caesars Entertainment Operating Company, Inc.
  its Sole Member
By:   /s/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


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/ ERIC HESSION
  Name: Eric Hession
  Title: Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


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/ ERIC HESSION
  Name: Eric Hession
  Title:   Senior Vice President and Treasurer

 

 

[Signature Page to Reaffirmation Agreement]


Harrah’s NC Casino Company, LLC
By:   Caesars Entertainment Operating Company, Inc.
  its Managing Member
By:   /s/ ERIC HESSION
  Name: Eric Hession
  Title:   Senior Vice President and Treasurer

 

[Signature Page to Reaffirmation Agreement]


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/ ERIC HESSION
  Name: Eric Hession
  Title:   President & Treasurer

 

[Signature Page to Reaffirmation Agreement]


BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent

By:   /s/ JOHN W. WOODIEL III
  Name: John W. Woodiel III
  Title:   Managing Director

 

[Signature Page to Reaffirmation Agreement]