SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 21, 2021 (this Agreement) relating to the Credit Agreement dated as of December 22, 2017 (as amended by that certain First Amendment to Credit Agreement, dated as of June 15, 2020, that certain Incremental Assumption Agreement No. 1, dated as of July 20, 2020, Incremental Assumption Agreement No. 2, dated as of July 20, 2020, and as it may be further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the Credit Agreement) among CAESARS RESORT COLLECTION, LLC, a Delaware limited liability company (the Initial Borrower), the other borrowers party thereto from time to time, the LENDERS party thereto from time to time, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (together with its successors and assigns in such capacity, the Administrative Agent) and U.S. BANK NATIONAL ASSOCIATION, as collateral agent.
WHEREAS, the Initial Borrower has requested, and each Lender holding Term B-1 Loans (after giving effect to the replacement of any Non-Consenting Lenders pursuant to Section 3) has agreed by delivery of its consent to this Agreement to the Administrative Agent, to reduce the Applicable Margin on the Term B-1 Loans; and
WHEREAS, the Initial Borrower has appointed Credit Suisse Loan Funding LLC, JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, Macquarie Capital (USA) Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc., and Citizens Capital Markets, Inc. (the Second Amendment Arrangers) as joint lead arrangers and joint bookrunners in connection with this Agreement.
NOW, THEREFORE, the parties hereto therefore agree as follows:
SECTION 1. Defined Terms; References. Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement. Each reference to hereof, hereunder, herein and hereby and each other similar reference and each reference to this Agreement and each other similar reference contained in the Credit Agreement shall, after this Agreement becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new defined term in appropriate alphabetical order therein:
Second Amendment Effective Date shall mean September 21, 2021.