FOURTH SUPPLEMENTAL INDENTURE
FOURTH 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 DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (in such capacity, the Trustee).
W I T N E S E T H :
WHEREAS, Finance and CRC Escrow Issuer, LLC, a Delaware limited liability company (the Escrow Issuer) have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the Indenture) dated as of October 16, 2017, providing for the issuance of 5.250% Senior Notes due 2025 (the Notes), initially in the aggregate principal amount of $1,700,000,000;
WHEREAS, in connection with the CRC Assumption, per the Supplemental Indenture dated as of December 27, 2017, CRC assumed the Escrow Issuers obligations with respect to the Notes and the Indenture;
WHEREAS, per Second Supplemental Indenture dated as of July 16, 2018, additional guarantors executed and delivered to the Trustee a supplemental indenture pursuant to which they unconditionally guaranteed the Issuers obligations under the Notes and the Indenture pursuant to a Note Guarantee on the terms and conditions set forth in the Second Supplemental Indenture;
WHEREAS, in connection with the CEC Merger and CEOC Contribution, per the Third Supplemental Indenture dated as of July 20, 2020, additional guarantors executed and delivered to the Trustee a supplemental indenture pursuant to which they unconditionally guaranteed the Issuers obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Third Supplemental 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; and
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.