SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of August 6, 2021, among CAESARS ENTERTAINMENT, INC., a Delaware corporation (Parent), CRC FINCO, INC., a Delaware corporation (Finance), CAESARS RESORT COLLECTION, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (CRC, and together with Finance, the Issuers), and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the Trustee) and as collateral agent (in such capacity, the Collateral Agent).
W I T N E S E T H :
WHEREAS, CRC and Finance have heretofore executed and delivered to the Trustee and the original collateral agent an indenture, dated as of July 6, 2020, providing for the issuance of 5.750% Senior Secured Notes due 2025 (the Notes), initially in the aggregate principal amount of $1,000,000,000, as supplemented by that certain supplemental indenture, dated as of July 20, 2020, by and among the Issuers, the Subsidiary Guarantors party thereto, the Trustee and the original collateral agent, pursuant to which the Issuers assumed, jointly and severally, the obligations of Colt Merger Sub, Inc., a Delaware corporation (the Escrow Issuer) under the Notes and the Indenture, and the guarantors became party thereto (as further amended, supplemented or otherwise modified, the Indenture);
WHEREAS, Parent desires to fully and unconditionally guarantee (the Note Guarantee) all of the payment obligations of the Issuers under the Notes and the Indenture so as to make available certain exemptions from the financial statements requirements of Moodys Investors Service, Inc. (Moodys) in connection with obtaining credit ratings from Moodys.
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the holders of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term holders in this Supplemental Indenture shall refer to the term holders as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Parent Guarantee.
(a) Subject to the provisions of this Section 2, Parent hereby irrevocably and unconditionally guarantees, on a senior unsecured basis, to the holders of the Notes and to the Trustee the full and punctual payment (whether at stated maturity, by declaration of acceleration, upon required repurchase or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Issuers under the Indenture. Upon failure by the Issuer to pay punctually any such amount, Parent shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Indenture.
(b) The obligations of Parent hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: