Commitment Letter, dated as of June 24, 2019, from JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Macquarie Capital Funding LLC and Macquarie Capital (USA) Inc

Exhibit 10.1

Execution Version

MACQUARIE CAPITAL (USA) INC.

MACQUARIE CAPITAL FUNDING LLC

125 West 55th Street

New York, NY 10019

CONFIDENTIAL

June 24, 2019

Eldorado Resorts, Inc.

100 West Liberty Street, Suite 1150

Reno, Nevada 89501

Attention: Chief Financial Officer

$1,000.0 Million Senior Secured Revolving Credit Facility

$3,000.0 Million Senior Secured Term Loan B Facility

$2,400.0 Million Senior Secured Incremental Term Loan B Facility

$3,600.0 Million Senior Secured 364-Day Bridge Loan Facility

$1,800.0 Million Senior Unsecured Bridge Loan Facility

Commitment Letter

Ladies and Gentlemen:

You have advised JPMorgan Chase Bank, N.A. (together with any of its designated affiliates, “JPMorgan”), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, “CS”), Credit Suisse Loan Funding LLC (“CSLF” and, together with CS and their respective affiliates, “Credit Suisse”), Macquarie Capital Funding LLC (“Macquarie Lender”) and Macquarie Capital (USA) Inc. (“Macquarie Capital” and, together with Macquarie Lender, “Macquarie” and, together with JPMorgan and Credit Suisse, collectively, the “Initial Commitment Parties”, and together with any Additional Initial Lenders (as defined below) and any Additional Lead Arrangers (as defined below), the “Commitment Parties” or “we” or “us”) that Eldorado Resorts, Inc., a Nevada corporation (the “Borrower” or “you”), seeks financing for the Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). We understand that the sources the Borrower expects to use to fund the Transactions and to pay fees and expenses in connection therewith will include (and that the financing and the sources described below, are anticipated to be sufficient to fund the Transactions and to pay fees and expenses in connection therewith):

(a) a senior secured term loan facility in an aggregate principal amount of $3,000.0 million (the “Term Loan B Facility” and the term B loans funded thereunder, “Term B Loans”) to be provided to the Borrower as a new term loan facility;

(b) a senior secured revolving credit facility in an aggregate principal amount of $1,000.0 million (the “Revolving Credit Facility” and the commitments provided thereunder, the “Revolving Commitments” and, together with the Term Loan B Facility, the “Borrower Senior Secured Credit Facilities”) to be provided to the Borrower as a new revolving credit facility;

(c) a senior secured term loan facility in an aggregate principal amount of $2,400.0 million (the “Incremental Term Loan B Facility” and the term B loans funded thereunder, “Incremental Term B Loans” and, together with the Borrower Senior Secured Credit Facilities, the “Senior Secured Credit Facilities”) to be provided to Caesars Resort Collection, LLC, a Delaware limited liability company (“CRC”), as an incremental term loan facility under that certain Credit Agreement, dated as of December 22, 2017 (as amended, the “Existing CRC Credit Agreement”), among CRC, the other borrowers party thereto from time to time, the lenders party thereto from time to time and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent (in such capacities, the “CRC Administrative Agent”);

(d) (1) the Viper Proceeds (as defined below) and (2) the Gaming Asset Sales Proceeds (as defined below), or, if (A) all or any portion of the Viper Proceeds are not received by the Company (as defined below), CRC, CEOC (as defined below) or any of their respective subsidiaries, (B) the Company, CRC, CEOC or any of their respective subsidiaries are not permitted to distribute all or any portion of the Viper Proceeds to the Borrower, on or prior to the Funding Date (as defined below), or (C) all or any portion of the Gaming Asset Sales Proceeds are not received by the Borrower on or prior to the Funding Date, a senior secured 364-day bridge loan facility in an aggregate principal amount equal to $3,600.0 million (the “Secured Bridge Facility” and the bridge loans funded thereunder, “Secured Bridge Loans”), to be provided to the Borrower as a new credit facility; provided, that the aggregate amount of the Secured Bridge Facility funded on the Funding Date shall be reduced on a dollar for dollar basis by (x) any and all Viper Proceeds actually received by the Borrower following the date of this Commitment Letter (as defined below) and on or prior to the Funding Date and (y) any and all Gaming Asset Sales Proceeds actually received by the Borrower following the date of this Commitment Letter and on or prior to the Funding Date. For purposes hereof, (1) “Viper Proceeds” shall mean, with respect to the Viper Sale and Leaseback Transactions (as defined below) and the Viper Lease Financing (as defined below), the excess, if any, of (i) the cash received by the Company, CRC, CEOC or any of their respective subsidiaries in connection therewith (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and only to the extent received on or prior to the Funding Date) over (ii) the sum of (A) payments made to retire any debt that is secured by such asset and that is required to be repaid in connection with such transaction, (B) the expenses incurred by the Company, CRC, CEOC or any of their respective restricted subsidiaries in connection therewith, (C) taxes reasonably estimated to be payable in connection with such transaction, and (D) the amount of reserves established by the Company, CRC, CEOC or any of their respective restricted subsidiaries in good faith and pursuant to commercially reasonable practices for adjustment in respect of the sale price of such asset or assets or otherwise in connection with such transaction in accordance with applicable generally accepted accounting principles, (2) “Gaming Asset Sale Proceeds” shall mean, with respect to any Gaming Asset Sale (as defined below), the excess, if any, of (i) the cash received by the Borrower (or the Borrower’s subsidiaries and distributed to the Borrower) in connection therewith (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and only to the extent received on or prior to the Funding Date) over (ii) the sum of (A) payments made to retire any debt that is secured by such asset and that is required to be repaid in connection with the sale thereof (other than debt under the Existing Borrower Credit Agreement (as defined below)), (B) the expenses incurred by the Borrower or any of its restricted subsidiaries in connection therewith, (C) taxes reasonably estimated to be payable in connection with such transaction, and (D) the amount of reserves established by the Borrower or any of its restricted subsidiaries in good faith and pursuant to commercially reasonable practices for adjustment in respect of the sale price of such asset or assets in accordance with applicable generally accepted accounting principles and (3) “Gaming Asset Sale” means (x) any Specified Borrower Asset Sale (as defined below) that occurs on or prior to the Funding Date or (y) any other sale by the Borrower or any of its subsidiaries (excluding the Company and its subsidiaries) of any casino or other gaming property (other than Isle of Capri Casino Kansas City and Lady Luck Casino Vicksburg) which sale results in the receipt by the Borrower of Gaming Asset Sale Proceeds of at least $50.0 million on or prior to the Funding Date.

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(e) the issuance by the Borrower of $1,800.0 million of new senior unsecured notes (the “New Senior Unsecured Notes”) or, if all or any portion of the New Senior Unsecured Notes are not issued and sold on or prior to the Funding Date or all or any portion of the proceeds thereof are not made available to the Borrower on the Funding Date, a senior unsecured bridge loan facility in an aggregate principal amount equal to (i) $1,800.0 million less (ii) any New Senior Unsecured Notes that are issued and sold on or prior to the Funding Date, the proceeds of which are made available to the Borrower on the Funding Date, to be provided to the Borrower as a new credit facility (the “Unsecured Bridge Loans” and, together with any Rollover Loans and Exchange Notes (each as defined in the Unsecured Bridge Facility Term Sheet (as defined below)), the “Unsecured Bridge Facility” and, collectively with the Senior Secured Credit Facilities and the Secured Bridge Facility, the “Credit Facilities”);

(f) the issuance of shares of common stock of the Borrower to the existing shareholders of the Company pursuant to the Acquisition Agreement (as defined below); and

(g) cash of the Borrower and the Company.

Capitalized terms used herein but not defined herein shall have the meanings given to them in the Schedules and Exhibits attached hereto, as applicable. Except as the context otherwise requires, references to the “Borrower and its subsidiaries” will include the Company and its subsidiaries after giving effect to the Acquisition (as defined below).

1. Commitment.

(a) In connection with the Transactions, (i) JPMorgan is pleased to advise you of its several, but not joint, commitment to provide (1) 50.00% of the Term Loan B Facility, (2) 50.00% of the Revolving Credit Facility, (3) 50.00% of the Incremental Term Loan B Facility, (4) 100.00% of the Secured Bridge Facility and (5) 50.00% of the Unsecured Bridge Facility, (ii) CS is pleased to advise you of its several, but not joint, commitment to provide (1) 35.00% of the Term Loan B Facility, (2) 35.00% of the Revolving Credit Facility, (3) 35.00% of the Incremental Term Loan B Facility and (4) 35.00% of the Unsecured Bridge Facility and (iii) Macquarie Lender (together with JPMorgan, CS and each Additional Initial Lender, the “Initial Lenders”) is pleased to advise you of its several, but not joint, commitment to provide (1) 15.00% of the Term Loan B Facility, (2) 15.00% of the Revolving Credit Facility, (3) 15.00% of the Incremental Term Loan B Facility and (4) 15.00% of the Unsecured Bridge Facility, in each case, upon the terms set forth in this letter and in Exhibit A, Exhibit B (the “Borrower Senior Secured Credit Facilities Term Sheet”), Exhibit C (the “Incremental Term Loan B Facility Term Sheet”), Exhibit D (the “Secured Bridge Facility Term Sheet”) and Exhibit E (the “Unsecured Bridge Facility Term Sheet” and, together with the Borrower Senior Secured Credit Facilities Term Sheet, the Incremental Term Loan B Facility Term Sheet and the Secured Bridge Facility Term Sheet, the “Term Sheets”) hereto (this letter agreement, together with the Schedules and Exhibits attached hereto is referred to herein as the “Commitment Letter”) and subject solely to the applicable Funding Conditions (as defined below).

(b) The Lead Arrangers (as defined below) may syndicate the Credit Facilities and obtain commitments for the Credit Facilities from a syndicate of banks, financial institutions and other entities identified by the Lead Arrangers in consultation with you and acceptable to you (your consent not to be unreasonably withheld or delayed) (such banks, financial institutions and other entities committing to the Credit Facilities, including the Initial Lenders, the “Lenders”) upon the terms and subject to the conditions set forth in this Commitment Letter; provided that the Lead Arrangers shall not syndicate the Credit Facilities to, or obtain commitments with respect to the Credit Facilities from, (i) certain banks, financial institutions and other institutional lenders identified to the Lead Arrangers by you in writing on or prior to the date hereof, (ii) any competitors of the Borrower, the Company or their respective subsidiaries identified to the Lead Arrangers by you in writing on or prior to the date hereof (each, a “Competitor”), (iii) any affiliate of any person referred to in clause (i) or (ii) of this definition identified by you to the Lead Arrangers in writing (other than, in the case of affiliates of Competitors, bona fide fixed income investors or debt funds which invest in a portfolio of loans in the ordinary course of business and in respect of which such Competitor does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity) and (iv) any other person that is clearly identifiable solely on the basis

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of the similarity of its name as an affiliate of any person referred to in clause (i) or (ii) of this definition (other than, in the case of affiliates of Competitors, bona fide fixed income investors or debt funds which invest in a portfolio of loans in the ordinary course of business and in respect of which such Competitor does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity) (the entities described in clauses (i), (ii), (iii) and (iv) of this paragraph, collectively, “Disqualified Institutions”); provided that you may, after the date hereof, supplement in writing to the Lead Arrangers (if on or prior to the Funding Date) or the applicable Administrative Agent (as defined below) (if after the Funding Date), the list of Competitors pursuant to clause (ii) above and affiliates pursuant to clause (iii) above; provided, however, that (x) any subsequent designation of a Disqualified Institution will not become effective until three (3) business days after such designation is provided (it being understood that no such subsequent designation shall apply to any entity that is party to a pending trade at the time of such designation) and (y) any such additional designation of a Competitor pursuant to clause (ii) above and any identification of an affiliate pursuant to clause (iii) above shall not apply retroactively to any prior assignment or participation to any Lender permitted hereunder at the time of such assignment or participation but additional assignments and participations to such person shall be prohibited; provided, further, that the Lead Arrangers agree to keep you informed as to the progress of syndication. Notwithstanding each Lead Arranger’s right to syndicate the Credit Facilities and receive commitments with respect thereto, unless you agree in writing (and except with respect to the appointment of Additional Initial Lenders as provided in Section 1(d) below), (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment under the Credit Facilities on the date of the consummation of the Acquisition with the proceeds of the initial funding under the Credit Facilities (such date, the “Funding Date”)) in connection with any syndication, assignment, participation or allocation until the Funding Date has occurred, (ii) no assignment or novation or syndication by any Initial Lender shall become effective as between you and the Initial Lenders with respect to all or any portion of any Initial Lender’s commitments in respect of the Credit Facilities until the Funding Date has occurred, and (iii) each of the Initial Lenders shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications, waivers and amendments, until the Funding Date has occurred. You agree that JPMorgan may perform its responsibilities through its affiliate, J.P. Morgan Securities LLC.

(c) JPMorgan, CSLF and Macquarie Capital, acting alone or through or with affiliates selected by them, will act as the joint bookrunners and joint lead arrangers (in such capacities, together with each Additional Lead Arranger, the “Lead Arrangers”) in arranging and syndicating the Credit Facilities. No additional agents, co-agents, bookrunners or arrangers will be appointed and no other titles will be awarded without the prior written approval of the Lead Arrangers and the Borrower; provided that (i) within 15 business days following the date hereof, you may appoint one or more additional arrangers for the Credit Facilities (other than the Secured Bridge Facility) and award such arrangers additional agent, co-agent, lead arranger, bookrunner, manager or arranger titles (any such agent, co-agent, lead arranger, bookrunner, manager or arranger, an “Additional Lead Arranger”) in a manner and with economics determined by you in consultation with the Lead Arrangers (it being understood that, to the extent you appoint additional agents, arrangers, co-agents, bookrunners or co-managers or confer other titles in respect of any such Credit Facilities, the commitments of such appointed entities’ lending affiliates (each an “Additional Initial Lender”) and the share of the economics allocated to such Additional Initial Lenders with respect to the each of the Credit Facilities shall be allocated to such Additional Initial Lenders and in the amounts as determined by the Borrower and consented to by the Initial Commitment Parties party hereto on the date hereof (such consent not to be unreasonably withheld or delayed) and it being agreed that (1) such allocations to such Additional Initial Lenders and resultant reductions of the commitments and economics of the Initial Commitment Parties shall be allocated as previously discussed between you and us, (2) such allocations shall not be required to be applied pro rata amongst the Credit Facilities, (3) such allocations shall not be required to reduce the commitments and economics of the Initial Commitment Parties on a pro rata basis), and (4) the economics granted to any Additional Lead Arranger shall not exceed, determined based on a percentage of the total economics, the economics granted to the Initial Commitment Parties in respect of such applicable Credit Facility, (ii) (x) JPMorgan shall have not less than (1) 20.50% of the total economics for the Term Loan B Facility, (2) 18.50% of the total economics for the Revolving Credit

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Facility, (3) 20.50% of the total economics for the Incremental Term Loan B Facility, and (4) 20.50% of the total economics for the Unsecured Bridge Facility, in each case payable under the Fee Letter (as defined below) (excluding administrative agent fees which shall be for the account of the applicable Administrative Agent), (y) Credit Suisse shall have not less than (1) 16.48% of the total economics for the Term Loan B Facility, (2) 15.08% of the total economics for the Revolving Credit Facility, (3) 16.48% of the total economics for the Incremental Term Loan B Facility, and (4) 16.48% of the total economics for the Unsecured Bridge Facility, in each case payable under the Fee Letter (excluding administrative agent fees which shall be for the account of the applicable Administrative Agent) and (z) Macquarie shall have not less than (1) 11.52% of the total economics for the Term Loan B Facility, (2) 10.92% of the total economics for the Revolving Credit Facility, (3) 11.52% of the total economics for the Incremental Term Loan B Facility and (4) 11.52% of the total economics for the Unsecured Bridge Facility, in each case payable under the Fee Letter (excluding administrative agent fees which shall be for the account of the applicable Administrative Agent) and (iii) upon the execution by any Additional Lead Arranger (and its related Additional Initial Lender) of customary joinder documentation pursuant to which such Additional Lead Arranger’s affiliated Additional Initial Lender makes a commitment as an Initial Lender under the Credit Facilities, each such Additional Lead Arranger (and its affiliated Additional Initial Lender) shall thereafter constitute (other than for purposes of this paragraph) an “Initial Lender”, “Commitment Party” and “Lead Arranger” hereunder, as applicable. JPMorgan will perform the roles and exercise the authority customary of a left lead arranger for each of the Credit Facilities (other than the Incremental Term Loan B Facility) and CSLF will perform the roles and exercise the authority customary of a left lead arranger for the Incremental Term Loan B Facility. In all marketing materials and loan documents (i) related to the Credit Facilities (other than the Incremental Term Loan B Facility) in which the names and logos of the Lead Arrangers appear, such names and logos shall appear in the following order: JPMorgan, Credit Suisse, Macquarie, and (ii) related to the Incremental Term Loan B Facility in which the names and logos of the Lead Arrangers appear, such names and logos shall appear in the following order: Credit Suisse, JPMorgan, Macquarie and, in each case, with respect to the Additional Lead Arrangers, as agreed between you and such Additional Lead Arrangers.

(d) (i) JPMorgan will act as the sole administrative agent and collateral agent for the Borrower Senior Secured Credit Facilities (in such capacities, the “Senior Administrative Agent”), (ii) Credit Suisse AG, Cayman Islands Branch will continue to act as the CRC Administrative Agent, (iii) JPMorgan will act as the sole administrative agent and collateral agent for the Secured Bridge Facility (in such capacity, the “Secured Bridge Administrative Agent”) and (iv) JPMorgan will act as the sole administrative agent for the Unsecured Bridge Facility (in such capacity, the “Unsecured Bridge Administrative Agent” and, together with the Senior Administrative Agent, the CRC Administrative Agent and the Secured Bridge Administrative Agent, the “Administrative Agents”).

(e) Notwithstanding anything to the contrary contained in this Commitment Letter, the fee letter among you and the Commitment Parties, dated as of the date hereof (the “Fee Letter”), or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein, (including the covenants set forth in Sections 3 and 4 below of this Commitment Letter), shall not constitute a condition to the commitments hereunder or the funding of the Credit Facilities on the Funding Date.

2. Conditions to Funding of Commitments Under Credit Facilities.

(a) The commitment of the Initial Lenders in respect of the Credit Facilities and the undertaking of the Lead Arrangers to provide the services described herein with respect to the Credit Facilities, in each case, are subject only to the satisfaction (or waiver by the Lead Arrangers) of each of the following conditions (the “Funding Conditions”): (i) with respect to each Credit Facility, the execution and delivery by the Borrower or CRC, as applicable, and the other applicable loan parties of definitive documentation (the “Financing Documentation”) solely with respect to such Credit Facility consistent with this Commitment Letter and the Fee Letter (it being agreed that the Financing Documentation shall not contain any conditions precedent to the initial borrowing under the Credit Facilities on the Funding

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Date other than the Funding Conditions) and (ii) with respect to each Credit Facility, the satisfaction or waiver by the Lead Arrangers of the conditions expressly set forth in Schedule I attached hereto expressly applicable to such Credit Facility. There are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of this Commitment Letter, the Fee Letter and the Financing Documentation) other than the Funding Conditions, and upon satisfaction (or waiver by the Lead Arrangers) of the Funding Conditions, the applicable Initial Lenders shall cause the initial funding under the Credit Facilities on the Funding Date to occur. It is acknowledged and agreed that none of the consummation of the Viper Transactions (as defined below), the CEOC Event (as defined below), the Specified Borrower Asset Sales or any other Gaming Asset Sales shall be a condition to the commitments hereunder or the initial funding under any of the Credit Facilities on the Funding Date.

(b) Notwithstanding anything in this Commitment Letter, the Fee Letter, the Financing Documentation or any other agreement or other undertaking concerning the financing of the Transaction to the contrary, (a) the only representations the making and accuracy of which shall be a condition to the availability of the Credit Facilities on the Funding Date shall be (i) such of the representations made by the Company in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliate) have the right to terminate your (or your affiliate’s) obligations under the Acquisition Agreement or otherwise decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement (the “Specified Acquisition Agreement Representations”) and (ii) with respect to each Credit Facility, solely the Specified Representations (as defined below) with respect to such Credit Facility; and (b) the terms of the Financing Documentation shall be in a form such that each Credit Facility is available on the Funding Date if the Funding Conditions for such Credit Facility are satisfied or waived by the Lead Arrangers.

For purposes hereof, “Specified Representations” means: (i) with respect to each of the Borrower Senior Secured Credit Facilities, the Secured Bridge Facility and the Unsecured Bridge Facility, the representations and warranties of the Borrower and the Guarantors under such Credit Facility relating to organizational status of the Borrower and such Guarantors and good standing of the Borrower in its jurisdiction of organization, organizational power and authority to enter into the Financing Documentation for such Credit Facility, due authorization, execution, delivery and enforceability of the Financing Documentation for such Credit Facility, no conflicts (limited to entry into the Financing Documentation for such Credit Facility, borrowing thereunder and (x) in the case of the Borrower Senior Secured Credit Facilities, the granting of liens on the Collateral (as defined in the Borrower Senior Secured Credit Facilities Term Sheet) to secure the Borrower Senior Secured Credit Facilities and (y) in the case of the Secured Bridge Facility, the granting of liens on the Collateral (as defined in the Borrower Senior Secured Credit Facilities Term Sheet) to secure the Secured Bridge Facility, in each case, solely to the extent required hereunder) with charter documents of the Borrower and such Guarantors, solvency of the Borrower and its subsidiaries on a consolidated basis on the Funding Date after giving effect to the Transactions (and defined in a manner consistent with the Solvency Certificate attached as Exhibit F hereto), Federal Reserve margin regulations, the Investment Company Act, use of proceeds of such Credit Facility on the Funding Date not in violation of the Foreign Corrupt Practices Act, the Patriot Act (as defined below) or sanctions and anti-corruption laws, and, solely in the case of the Borrower Senior Secured Credit Facilities and the Secured Bridge Facility, the creation, validity and perfection of the security interests granted in the intended Collateral (subject to the Certain Funds Provision (as defined below)); and (ii) with respect to the Incremental Term Loan B Facility, the representations and warranties of CRC and the Guarantors under the Incremental Term Loan B Facility relating to organizational status of CRC and such Guarantors and good standing of CRC, organizational power and authority to enter into the Financing Documentation for the Incremental Term Loan B Facility, due authorization, execution, delivery and enforceability of the Financing Documentation for the Incremental Term Loan B Facility, no conflicts (limited to entry into the Financing Documentation for the Incremental Term Loan B Facility, borrowing thereunder and the granting of liens on the Collateral (as defined in the Existing CRC Credit Agreement) to secure the Incremental Term Loan B Facility solely to the extent required hereunder) with charter documents of CRC and such Guarantors, solvency of CRC and its subsidiaries on a consolidated basis on the Funding Date after giving effect to the Transactions (and defined in a manner consistent with the Solvency Certificate attached as

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Exhibit F hereto), Federal Reserve margin regulations, the Investment Company Act, use of proceeds of the Incremental Term Loan B Facility on the Funding Date not in violation of the Foreign Corrupt Practices Act, the Patriot Act or sanctions laws, and the creation, validity and perfection of the security interests granted in the intended Collateral to secure the Incremental Term Loan B Facility (subject to the Certain Funds Provision).

To the extent any security interest in the intended Collateral for any Credit Facility (other than any Collateral the security interest in which may be perfected by (x) the filing of a UCC financing statement or (y) the possession of the stock certificates, to the extent certificated, of (A) the Borrower’s material domestic wholly-owned restricted subsidiaries (other than the Company and its subsidiaries), (B) the Company and (C) to the extent received by the Borrower from the Company on or prior to the Funding Date after you have used commercially reasonable efforts to obtain them on or prior to the Funding Date, material domestic wholly-owned restricted subsidiaries of the Company) is not or cannot be provided on the Funding Date, as applicable, (i) without undue burden or expense, (ii) as a result of any requirement to obtain approvals from governmental authorities under applicable governing law that have not been obtained prior to the Funding Date (it being understood that applicable gaming law requires prior approval of liens on certain of the pledged equity, which approvals may not be obtained prior to the Funding Date and the receipt of such approvals and the delivery of the certificates representing such pledged equity interests shall not be a condition to the funding of the Credit Facilities) or (iii) after your use of commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or deliverable shall not constitute a condition precedent to the availability of any Credit Facility on the Funding Date but shall be required to be delivered after the Funding Date pursuant to arrangements to be mutually agreed by the Borrower and the Lead Arrangers, acting reasonably (it being understood notwithstanding anything to the contrary provided herein, that in no event shall (x) the Borrower be required pursuant to the terms hereof to deliver mortgages in respect of owned or leased real property of the Borrower or the Guarantors (as defined in the Borrower Senior Secured Credit Facilities Term Sheet) for any Credit Facility on a date that is earlier than 90 days after the Funding Date (or such longer period as the Senior Administrative Agent may determine in its reasonable discretion) or (y) CRC be required pursuant to the terms hereof to deliver mortgages or mortgage modifications for existing mortgages in respect of owned or leased real property of CRC or the Guarantors (including CEOC and any of its subsidiaries that are required to become Guarantors under the Existing CRC Credit Agreement after the CEOC Event) (as defined in the Existing CRC Credit Agreement) on a date that is earlier than 90 days after the Funding Date (or such longer period as the CRC Administrative Agent may determine in its reasonable discretion)). In no event shall the funding of the commitments of any Credit Facility hereunder be conditioned upon the funding of any other Credit Facility hereunder and the satisfaction of the conditions to funding each Credit Facility shall be determined independently for such Credit Facility. This paragraph and the two immediately preceding paragraphs shall be referred to as the “Certain Funds Provision”.

3. Syndication.

(a) You agree to assist (and to use your commercially reasonable efforts (to the extent consistent with the terms of the Acquisition Agreement) to cause the Company to assist) the Lead Arrangers actively until the earlier to occur of (i) a Successful Syndication (as defined in the Fee Letter) and (ii) 30 days after the Funding Date (such earlier date, the “Syndication Date”), in achieving a syndication of the Credit Facilities that is reasonably satisfactory to the Lead Arrangers and you; provided that, it is understood that the Initial Lenders’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Credit Facilities, and in no event shall the commencement or successful completion of syndication of the Credit Facilities constitute a condition to the availability of the Credit Facilities on the Funding Date or at any time thereafter. To assist the Lead Arrangers in their syndication and arrangement efforts for the Credit Facilities, you agree that from the date of your acceptance of this Commitment Letter until the Syndication Date with respect to the Credit Facilities, you will (i) make senior management of the Borrower available to prospective Lenders on reasonable prior notice and at times during normal business hours and places to be mutually agreed upon (and your using commercially reasonable efforts (to the extent consistent with the Acquisition Agreement) to cause appropriate senior

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management of the Company to be available for such meetings)), (ii) host, with the Lead Arrangers, one meeting and a reasonable number of conference calls to be mutually agreed with prospective Lenders at a time during normal business hours and place to be mutually agreed upon (and your using commercially reasonable efforts (to the extent consistent with the Acquisition Agreement) to cause appropriate officers of the Company to be available for such meetings and such conference calls)), (iii) assist, and, if applicable, use commercially reasonable efforts to cause your non-legal advisors and (to the extent consistent with the Acquisition Agreement) the Company’s non-legal advisors to assist, the Lead Arrangers in the preparation of customary confidential information memoranda and other customary marketing materials to be used in connection with the syndication and arrangement and provide (and use commercially reasonable efforts (to the extent consistent with the Acquisition Agreement) to cause the Company to provide) the Lead Arrangers upon reasonable request with other customary information, including financial information required in Schedule I attached hereto and projections (but no more than five years of projections) prepared by the Borrower), in connection with syndication of the Credit Facilities that is reasonably available to you and your advisors (and (to the extent consistent with the Acquisition Agreement) the Company and its advisors), (iv) use commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit from the existing lending relationships of the Borrower and (to the extent consistent with the Acquisition Agreement) the Company, and (v) use commercially reasonable efforts to obtain, at the Borrower’s expense, (I) a current corporate rating of the Borrower from Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), (II) a current corporate family rating of the Borrower from Moody’s Investors Service, Inc. (“Moody’s”) and (III) a current rating with respect to each Credit Facility from each of S&P and Moody’s, in each case, prior to the launch of general syndication of the Credit Facilities, and to participate actively in the process of securing such ratings, including having senior management of the Borrower meet with such rating agencies (it being understood, however, that neither the obtaining of such ratings nor any specific rating shall be a condition to the availability of the Credit Facilities on the Funding Date). Upon the written request of the Initial Commitment Parties, you will (i) furnish, for no fee, to the Lead Arrangers an electronic version of the Borrower’s trademarks, service marks and corporate logo and (ii) use your commercially reasonable efforts (to the extent consistent with the Acquisition Agreement) to cause the Company to furnish, for no fee, to the Lead Arrangers an electronic version of the Company’s trademarks, service marks and corporate logo, in each case, for use in marketing materials for the purpose of facilitating the syndication of the Credit Facilities (collectively, the “Licenses”); provided, however, that the Licenses shall be used solely for the purpose described above and may not be assigned or transferred. In connection with the foregoing requirements to provide assistance, you will not be required to provide any information to the extent that the provision thereof would violate or waive any attorney-client or other privilege, constitute attorney work product or violate any law, rule or regulation, or any obligation of confidentiality owing to a third party and binding on you, the Company or your or its respective affiliates. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Lead Arrangers as a condition precedent to closing shall be those required to be delivered pursuant to paragraph (b) of Schedule I hereof.

(b) (i) The Initial Commitment Parties will manage, in consultation with you, all aspects of the syndication of the Borrower Senior Secured Credit Facilities, including decisions as to the selection and number of potential Lenders to be approached (provided that no Disqualified Institutions shall be approached without your prior written consent), when they will be approached, whose commitments for the Borrower Senior Secured Credit Facilities will be accepted, any titles offered to the Lenders under the Borrower Senior Secured Credit Facilities and the final allocations of the commitments under the Borrower Senior Secured Credit Facilities, subject in each case to the final two sentences of this Section 3(b)(i) and to Section 1(b). Notwithstanding the foregoing, which Lenders’ commitments for the Borrower Senior Secured Credit Facilities will be accepted and titles offered to Lenders for the Borrower Senior Secured Credit Facilities will all be subject to your prior approval (not to be unreasonably withheld). It is also understood and agreed that the distribution of the fees with respect to the Borrower Senior Secured Credit Facilities among the Lenders will be mutually agreed between you and the Initial Commitment Parties.

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(ii) The Initial Commitment Parties will manage, in consultation with you, all aspects of the syndication of the Incremental Term Loan B Facility, including decisions as to the selection and number of potential Lenders to be approached (provided that no Disqualified Institutions shall be approached without your prior written consent), when they will be approached, whose commitments for the Incremental Term Loan B Facility will be accepted, any titles offered to the Lenders under the Incremental Term Loan B Facility and the final allocations of the commitments under the Incremental Term Loan B Facility, subject in each case to the final two sentences of this Section 3(b)(ii) and to Section 1(b). Notwithstanding the foregoing, which Lenders’ commitments for the Incremental Term Loan B Facility will be accepted and titles offered to Lenders for the Incremental Term Loan B Facility will all be subject to your prior approval (not to be unreasonably withheld). It is also understood and agreed that the distribution of the fees with respect to the Incremental Term Loan B Facility among the Lenders will be mutually agreed among you and the Initial Commitment Parties.

(iii) JPMorgan will manage, in consultation with you, all aspects of the syndication of the Secured Bridge Facility, including decisions as to the selection and number of potential Lenders to be approached (provided that no Disqualified Institutions shall be approached without your prior written consent), when they will be approached, whose commitments for the Secured Bridge Facility will be accepted, any titles offered to the Lenders under the Secured Bridge Facility and the final allocations of the commitments under the Secured Bridge Facility, subject in each case to the final two sentences of this Section 3(b)(iii) and to Section 1(b). Notwithstanding the foregoing, which Lenders’ commitments for the Secured Bridge Facility will be accepted and titles offered to Lenders for the Secured Bridge Facility will all be subject to your prior approval (not to be unreasonably withheld). It is also understood and agreed that the distribution of the fees with respect to the Secured Bridge Facility among the Lenders will be mutually agreed between you and JPMorgan.

(iv) The Initial Commitment Parties will manage, in consultation with you, all aspects of the syndication of the Unsecured Bridge Facility, including decisions as to the selection and number of potential Lenders to be approached (provided that no Disqualified Institutions shall be approached without your prior written consent), when they will be approached, whose commitments for the Unsecured Bridge Facility will be accepted, any titles offered to the Lenders under the Unsecured Bridge Facility and the final allocations of the commitments under the Unsecured Bridge Facility, subject in each case to the final two sentences of this Section 3(b)(iv) and to Section 1(b). Notwithstanding the foregoing, which Lenders’ commitments for the Unsecured Bridge Facility will be accepted and titles offered to Lenders for the Unsecured Bridge Facility will all be subject to your prior approval (not to be unreasonably withheld). It is also understood and agreed that the distribution of the fees with respect to the Unsecured Bridge Facility among the Lenders will be mutually agreed between you and the Initial Commitment Parties.

(c) Effective from your agreement to and acceptance of this Commitment Letter and continuing through the later of (i) the Syndication Date and (ii) the Funding Date, the Borrower and its controlled subsidiaries will not arrange, offer, place or syndicate (or cause to be arranged, offered, placed or syndicated) any debt securities or syndicated bank financing by or on behalf of itself or any of its controlled subsidiaries (and you will use your commercially reasonable efforts (to the extent consistent with the Acquisition Agreement) to ensure that the Company will not arrange, offer, place or syndicate (or cause to be arranged, offered, placed or syndicated) any debt securities or credit facilities by or on behalf of the Company or any of its controlled subsidiaries) without the consent of the Initial Commitment Parties (which shall not be unreasonably withheld), if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Credit Facilities; provided that, notwithstanding the foregoing, you, the Company and your and its respective subsidiaries may arrange, offer, place or syndicate (i) the New Senior Unsecured Notes, (ii) indebtedness constituting working capital, purchase money or capital lease financing, (iii) the Viper Transactions (or any other sale and leaseback transaction), (iv) indebtedness permitted to be incurred by the Company and its subsidiaries pursuant to the Acquisition Agreement and (v) (x) any refinancings, extensions or replacements of the foregoing and (y) any other refinancings, extensions or replacements of existing debt financing of you, the Company or your or its respective subsidiaries that, in the case of clause (y), will mature within 24 months following the date of this Commitment Letter.

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4. Information.

(a) You represent and warrant that (i) all written information (other than the Projections (as defined below), forward looking information, information of a general economic or general industry nature and third-party reports) concerning the Borrower and its subsidiaries and the Transactions that has been or will be made available to the Commitment Parties by you, or any of your representatives (on your behalf), in connection with any aspect of the financing transactions contemplated hereby (the “Information”), when taken as a whole, does not, and in the case of Information made available after the date hereof, will not when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading (giving effect to all supplements and updates thereto) and (ii) all financial projections concerning the Borrower and its subsidiaries taking into account the consummation of the Transactions, that have been or will be made available to the Commitment Parties by you, or any of your representatives (on your behalf), in connection with any aspect of the financing transactions contemplated hereby (the “Projections”) have been and will be prepared in good faith based upon assumptions believed by you to be reasonable at the time made and at the time such Projections are furnished to us, it being understood such assumptions and Projections are as to future events and are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are outside of your control, that no assurance can be given that any particular Projections will be realized and that actual results may vary significantly from the Projections and such differences may be material. You agree that, if at any time prior to the later of the Funding Date and the Syndication Date, you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented (or, prior to the Funding Date, in the case of Information and Projections regarding the Company and its subsidiaries, use commercially reasonable efforts to supplement, or cause to be supplemented), the Information and Projections, as applicable, so that such representations will be correct in all material respects under those circumstances; provided that any such supplementation shall cure any breach of such representations. Solely as they relate to matters with respect to the Company and its subsidiaries, prior to the Funding Date, the foregoing representations, warranties and covenants are made to your knowledge. In issuing these commitments and in arranging and syndicating the Credit Facilities, the Commitment Parties are and will be using and relying on the Information and Projections without independent verification thereof; provided however, the accuracy of the representations in this Section 4(a) shall not be a condition to our obligations hereunder or the initial funding of the Credit Facilities on the Funding Date.

(b) You acknowledge that (i) the Lead Arrangers on your behalf will make available the Information, Projections and other marketing materials and presentations, including confidential information memoranda to be used in connection with the syndication of the Credit Facilities (collectively, the “Informational Materials”), to prospective Lenders by posting the Informational Materials on SyndTrak Online, Intralinks or by other similar electronic means (collectively, the “Electronic Means”), and (ii) certain prospective Lenders may not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Borrower, the Company or the Borrower or the Company’s respective subsidiaries or any of their respective securities, and who may be engaged in investment and other market-related activities with respect to such entities’ securities (each such Lender, a “Public Lender”, and each Lender that is not a Public Lender, a “Private Lender”). At the reasonable request of the Initial Commitment Parties, (A) you will assist, and cause your subsidiaries to assist (including using commercially reasonable efforts (to the extent consistent with the Acquisition Agreement) to cause the Company to assist), the Lead Arrangers in the preparation of an additional version of the Informational Materials to be used in connection with the syndication of the Credit Facilities to Public Lenders, which will not contain MNPI (the “Public Informational Materials”), and (B) you will identify and conspicuously mark any Public Informational Materials “PUBLIC”. By marking materials as “PUBLIC”, you shall be deemed to have represented to the Lead Arrangers and prospective Lenders (to the extent that the foregoing are recipients thereof) that such Informational Materials do not contain any MNPI. Notwithstanding the foregoing, you agree that the Lead Arrangers may distribute the following documents

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to all prospective Lenders (including the Public Lenders) on your behalf unless you advise the Initial Commitment Parties in writing (including by email) within a reasonable time prior to their intended distributions (after you have been given a reasonable opportunity to review such documents) that such material should only be distributed to prospective Private Lenders: (x) administrative materials for prospective Lenders, such as lender meeting invitations and funding and closing memoranda, (y) notifications of changes to the Credit Facilities’ terms and (z) drafts and final versions of term sheets and definitive documents with respect to the Credit Facilities. If you advise the Initial Commitment Parties that any of the foregoing items should be distributed only to Private Lenders, then the Lead Arrangers will not distribute such materials to Public Lenders without further discussion with you. Before distribution of any Informational Materials (a) to prospective Private Lenders, you shall provide the Lead Arrangers with a customary letter authorizing the dissemination of the Informational Materials and (b) to prospective Public Lenders, you shall provide the Lead Arrangers with a customary letter authorizing the dissemination of the Public Informational Materials and confirming the absence of MNPI therefrom. It is hereby agreed that the information package containing solely Public Informational Materials will contain customary language exculpating you, the Company, the Lead Arrangers and your and their respective affiliates, with respect to any liability related to the use of the contents of such information package or any related marketing materials by any recipients thereof.

5. Indemnification.

(a) You agree to indemnify and hold harmless the Commitment Parties, the Lenders and each of their respective affiliates and their and their affiliates’ respective directors, officers, employees, agents, advisors and other principals and the successors and permitted assigns of the foregoing (each, an “Indemnified Party”) from and against any and all actions, suits, losses, claims, damages, liabilities and expenses of any kind or nature, joint or several, to which such Indemnified Party may become subject or that may be incurred or asserted or awarded against such Indemnified Party, in each case, arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) any matters contemplated by this Commitment Letter, the Transactions or any related transaction (including, without limitation, the execution and delivery of this Commitment Letter, the Financing Documentation for the Credit Facilities and the closing of the Transactions) or (ii) the use or the contemplated use of the proceeds of the Credit Facilities and any other financings undertaken pursuant to the Transactions (IN ALL CASES (SUBJECT TO THE FOLLOWING PROVISO), WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PARTY), and to reimburse each Indemnified Party within 30 days following written demand therefor (together with reasonable backup documentation supporting such reimbursement request) for all reasonable and documented out-of-pocket expenses (including (but limited in the case of legal fees and expenses to) the reasonable and documented attorneys’ fees, expenses and charges of one primary counsel for all Indemnified Parties and one firm of local and gaming counsel for all Indemnified Parties in each relevant material jurisdiction (and, in the case of a conflict of interest where the Indemnified Party affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another counsel in each relevant material jurisdiction for such affected Indemnified Party)) related to such actions, suits, losses, claims, damages, liabilities and expenses; provided that no Indemnified Party will have any right to indemnification or reimbursement for any of the foregoing to the extent resulting from (x) such Indemnified Party’s own gross negligence, bad faith or willful misconduct or the gross negligence, bad faith or willful misconduct of such Indemnified Party’s controlled affiliates or any of its or their directors, officers, employees, agents, controlling persons, members, representatives or principals (each a “Related Party”), in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of this Commitment Letter or the Fee Letter by such Indemnified Party or its Related Parties, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) arising from any dispute among Indemnified Parties or Lenders or their Related Parties other than any claims (A) arising out of any act or omission of you or any of your subsidiaries or (B) against a Commitment Party in its capacity as a Lead Arranger or any agent, arranger or bookrunner. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity

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shall be effective whether or not such investigation, litigation or proceeding is brought by you, the Company or your or its respective equityholders or creditors, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. None of you, the Borrower, your or its respective subsidiaries nor any Indemnified Party will be liable for any indirect, consequential or punitive damages that may be alleged as a result of this Commitment Letter or any element of the Transactions; provided that nothing contained in this sentence shall limit your indemnity and reimbursement obligations to the extent set forth in this paragraph (including your indemnity and reimbursement obligations to indemnify us for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such Indemnified Party is entitled to indemnification hereunder). No Indemnified Party will be liable to you, your affiliates or any other person for any damages arising from the use by others of Informational Materials or other materials obtained by Electronic Means except to the extent of direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of this Commitment Letter of such Indemnified Party or a Related Party of such Indemnified Party, as determined by a final non-appealable judgment of a court of competent jurisdiction. You shall not, without the prior written consent of each Indemnified Party affected thereby (which consent will not be unreasonably withheld), settle any threatened or pending claim or action that would give rise to the right of any Indemnified Party to claim indemnification hereunder unless such settlement (a) includes a full and unconditional release of all liabilities that are the subject of such claim or action against such Indemnified Party and (b) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party.

(b) Each Indemnified Party shall be obligated to refund or return any and all amounts paid to it under this Section 5 or the following Section 6 to such Indemnified Party or its Related Parties for any such losses, claims, damages, liabilities or expenses to the extent such Indemnified Party is not ultimately entitled to payment of such amounts in accordance with the terms hereof.

(c) You shall not be liable for any settlement of any claim, litigation or proceeding effected without your consent (which consent shall not be unreasonably withheld, delayed or conditioned) or any expenses incurred or associated therewith, but if settled with your written consent, you agree to indemnify and hold harmless each Indemnified Party or Related Party, as the case may be, from and against any and all losses, claims, damages and liabilities of any kind or nature in accordance with and subject to the limitations contained in the preceding paragraphs of this Section 5.

6. Expenses. If the Funding Date occurs, you shall reimburse each of the Commitment Parties within 30 days following written demand therefor (or on the Funding Date, to the extent invoiced at least 3 business days prior to the Funding Date) (together with reasonable backup documentation supporting such reimbursement request) for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and expenses and due diligence expenses, which fees and expenses shall be limited to one primary counsel to the Lead Arrangers, the Administrative Agents and the Lenders taken as a whole and one local and gaming counsel in each relevant material jurisdiction (which may include a single counsel acting in multiple jurisdictions)) to the Lead Arrangers, the Administrative Agents and the Lenders taken as a whole and all reasonable printing, reproduction, document delivery, travel, CUSIP, Intralinks, SyndTrak Online, ClearPar^SM and communication costs incurred in connection with the syndication, arrangement and execution of the Credit Facilities and the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Fee Letter and the Financing Documentation. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

7. Confidentiality.

(a) This Commitment Letter and the Fee Letter (collectively, the “Commitment Documents”) and the existence and contents hereof and thereof shall be confidential and may not be disclosed by you in whole or in part to any person without our prior written consent, except for (i) the disclosure hereof or

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thereof on a confidential basis to your directors, officers, employees, agents, accountants, attorneys and other professional advisors retained by you in connection with the Transaction (and you shall be responsible for your affiliates’ and your directors, officers, employees, agents, accountants, attorneys and other professional advisors’ compliance with this paragraph), (ii) in any legal or administrative proceeding or as otherwise required by law or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, including to regulatory (including gaming) authorities in connection with obtaining requisite consents and approvals for the Credit Facilities and the Transactions (in which case you, to the extent reasonably practicable and not prohibited by applicable law, agree to inform the Commitment Parties promptly thereof), (iii) this Commitment Letter and the Fee Letter (which, except for disclosure to the Company and its board of directors, officers, accountants, attorneys and other professional advisors, shall be redacted in a manner reasonably satisfactory to the Initial Commitment Parties to exclude fee amounts, but which may include the “Total Cap” and “Market Flex” provisions) on a confidential basis to the Company, Viper and the respective board of directors, officers, employees, agents, accountants, attorneys and other professional advisors of the Company and Viper in connection with their consideration of the Transactions, (iv) if the Lead Arrangers consent in writing to such proposed disclosure (such consent not to be unreasonably withheld, delayed or conditioned), (v) disclosure in connection with the enforcement of your rights hereunder or under the Fee Letter or (vi) to the extent that the Commitment Documents or the existence and contents thereof become publicly available other than by reason of disclosure by you or any of your affiliates in violation of this Commitment Letter or any other duty of confidentiality owing by them to us, any of our affiliates or any of their respective representatives; provided that you may disclose, after your acceptance of the Commitment Documents, (1) this Commitment Letter, but not the Fee Letter, in any required filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges and in any syndication or other marketing materials, registration statements, offering memoranda or prospectus in connection with the Credit Facilities, the New Senior Unsecured Notes, the Viper Transactions and the Acquisition, (2) the Commitment Documents to potential Additional Lead Arrangers or Additional Initial Lenders on a confidential basis, (3) the existence of the Fee Letter (but not the contents of the Fee Letter) and the aggregate amount of the fees contained in the Fee Letter as part of the Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts to the extent customary or required in marketing materials, any proxy or other public filing or any prospectus or offering memorandum or confidential information memorandum and (4) Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E or any other summary of the terms of the Credit Facilities to prospective Lenders or any ratings agency in connection with the Transactions, the Viper Transactions and/or the New Senior Unsecured Notes or its review of the Borrower or the Company. Your obligations under this paragraph (except with respect to the Fee Letter and the contents thereof) shall automatically terminate two years following the date of this Commitment Letter.

(b) The Commitment Parties and their affiliates will use all information provided to them or such affiliates by or on behalf of you, the Company or your or its respective affiliates or any of your or its respective representatives in connection with the transactions contemplated hereby solely for the purpose of providing the services which are the subject of this Commitment Letter and shall not disclose any such information in whole or in part to any person without your prior written consent; provided that nothing herein shall prevent the Commitment Parties from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any legal or administrative proceeding, or otherwise as required by applicable law or regulation or compulsory legal process or as requested by a governmental authority (in which case the Commitment Parties, to the extent reasonably practicable and not prohibited by applicable law, agree to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their affiliates (in which case, except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority, the Commitment Parties, to the extent reasonably practicable and not prohibited by applicable law, agree to inform you promptly thereof), (c) to the extent that such information becomes publicly available other than by reason of disclosure by the Commitment Parties or any of their affiliates in violation of this Commitment Letter or any other duty of confidentiality owing by them to you, the Company, any of your or its respective affiliates or any of your or its respective

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representatives, (d) to the extent that such information is received by the Commitment Parties from a third party that is not to the Commitment Parties’ knowledge subject to confidentiality obligations owing to you, the Company or your or its respective affiliates or any of your or its respective representatives, (e) to the extent that such information is independently developed by the Commitment Parties, (f) to the Commitment Parties’ affiliates and their and their affiliates’ respective directors, officers, employees, legal counsel, independent auditors and other experts or agents (collectively, “Representatives”) who need to know such information in connection with the Transactions and are informed of the confidential nature of such information (and each of us shall be responsible for our respective affiliates’ and their Representatives’ compliance with this paragraph), (g) to prospective Lenders, participants or assignees or any potential counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or CRC or any of their respective subsidiaries or any of their respective obligations, in each case, who agree (which agreement may be pursuant to customary syndication practice) to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) for purposes of establishing a “due diligence” defense, (i) to enforce their rights under this Commitment Letter and the Fee Letter or (j) to ratings agencies and market data collectors in connection with the Transactions; provided that notwithstanding anything to the contrary provided herein, no disclosure of any such information may be made to any Disqualified Institution. The Commitment Parties’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Financing Documentation, to the extent covered therein upon the initial funding thereunder and shall in any event automatically terminate two years following the date of this Commitment Letter.

(c) The Commitment Parties hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”) and 31 C.F.R. Section 1010.230 (the “Beneficial Ownership Regulation”), each of them is required to (i) obtain, verify and record information that identifies the loan parties, which information includes your name and address and other information that will allow the Commitment Parties and the other Lenders to identify you in accordance with the Patriot Act and (ii) obtain a certification regarding beneficial ownership (a “Beneficial Ownership Certification”) from the Borrower and CRC. This notice is given in accordance with the requirements of the Patriot Act and the Beneficial Ownership Regulation and is effective as to each Commitment Party and each Lender.

8. Other Services.

(a) You acknowledge that the Commitment Parties and their affiliates are full service financial institutions engaged, either directly or through their affiliates, in a broad array of activities, including commercial and investment banking, financial advisory, market making and trading, investment management (both public and private investing), investment research, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage and other financial and non-financial activities and services globally. In the ordinary course of their various business activities, the Commitments Parties and their affiliates and funds or other entities in which the Commitment Parties or their affiliates invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of its customers. In addition, the Commitment Parties or their affiliates may at any time communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities or instruments.

(b) You acknowledge that the Commitment Parties or their affiliates may be providing financing or other services to parties whose interests may conflict with yours or the Company’s. Each of the Commitment Parties agrees that it will not furnish confidential information obtained from you or the Company to any of their other customers and that they will treat confidential information relating to you and the Company and your and the Company’s respective affiliates with the same degree of care as they treat their own confidential information. The Commitment Parties further advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer.

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(c) In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) (i) the arranging and other services described herein regarding the Credit Facilities are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, (ii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby; (b) (i) each Commitment Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity (except as expressly set forth in any engagement letters between such Commitment Party and you or your affiliates) and (ii) no Commitment Party has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the Fee Letter or in any engagement letters between such Commitment Party and you or your affiliates, or in any other letter agreements with respect to the New Senior Unsecured Notes between such Commitment Party and you or your affiliates; and (c) each Commitment Party and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and the Company’s and those of your and the Company’s affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or the Company or your or the Company’s respective affiliates. You agree that you will not assert any claim against any Commitment Party based on an alleged breach of fiduciary duty by the Commitment Party in connection with this Commitment Letter and the transactions contemplated hereby (except pursuant to a duty arising under or as a result of any engagement letters or other agreements between such Commitment Party and you or your affiliates).

(d) The Borrower acknowledges that certain of the Commitment Parties are currently acting as lenders under the Existing CRC Credit Agreement and that Credit Suisse is acting as the CRC Administrative Agent under the Existing CRC Credit Agreement. The Borrower further acknowledges that the Borrower’s and its affiliates’ rights and obligations under any other agreement with the Commitment Parties or any of their respective affiliates (including the Existing CRC Credit Agreement) that currently or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by the Commitment Parties’ performance or lack of performance of services hereunder. The Borrower further acknowledges that the Commitment Parties or any of their respective affiliates may currently or in the future participate in other debt or equity transactions on behalf of or render financial advisory services to the Borrower or other companies that may be involved in a competing transaction. The Borrower hereby agrees that the Commitment Parties may render their services under this Commitment Letter notwithstanding any actual or potential conflict of interest presented by the foregoing, and the Borrower hereby waives any conflict of interest claims relating to the relationship between any Commitment Party and the Borrower and its affiliates in connection with the engagement contemplated hereby, on the one hand, and Borrower exercise by such Commitment Party or any of its affiliates of any of their rights and duties under the Existing CRC Credit Agreement, on the other hand, provided that the foregoing shall not limit the Commitment Parties’ obligations that are expressly provided herein.

(e) As you know, JPMorgan, Credit Suisse and Macquarie have been retained by the Borrower (or one of its affiliates) as a financial advisor (in such capacity, the “Financial Advisors”) in connection with the Acquisition. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of either Financial Advisor, on the one hand, and JPMorgan, Credit Suisse, Macquarie and their respective affiliates’ relationships with you as described and referred to herein, on the other. Each of the Commitment Parties party hereto acknowledges (i) the retention of JPMorgan, Credit Suisse and Macquarie as Financial Advisors and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of JPMorgan, Credit Suisse and Macquarie or their respective affiliates.

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9. Acceptance/Expiration of Commitments.

(a) This Commitment Letter and the commitment and agreements of the Commitment Parties and the undertakings of the Lead Arrangers set forth herein shall automatically terminate at 11:59 p.m. (Eastern Time) on June 28, 2019, without further action or notice, unless signed counterparts of this Commitment Letter and the Fee Letter shall have been delivered to the Commitment Parties by such time (and upon such delivery, this Commitment Letter and the Fee Letter shall be binding agreements among the Commitment Parties and you).

(b) In the event this Commitment Letter is accepted by you as provided in the preceding paragraph, the commitment and agreements of the Commitment Parties and the undertakings of the Lead Arrangers set forth herein, and your obligations under this Commitment Letter and the Fee Letter, except as set forth in Section 10 of this Commitment Letter and in the Fee Letter, will automatically terminate without further action or notice at 11:59 p.m. (Eastern Time) on the earliest to occur of (i) the termination of the Acquisition Agreement in accordance with its terms without the closing of the Acquisition, (ii) the consummation of the Acquisition without the funding of the Credit Facilities on the date of such consummation and (iii) the date that is 5 business days after the “End Date” as defined in the Acquisition Agreement as in effect on the date hereof and giving effect to any extension thereof in accordance with the Acquisition Agreement as in effect on the date hereof (the “Expiration Date”).

10. Survival. The sections of this Commitment Letter relating to Syndication, Indemnification, Information, Expenses, Confidentiality, Other Services, Survival, Governing Law and Miscellaneous shall survive any termination or expiration of this Commitment Letter or the commitment of the Commitment Parties or the undertakings of the Lead Arrangers set forth herein; provided that (x) the provisions hereof relating to Indemnification and Expenses shall be terminated on the Funding Date and superseded in their entirety by the definitive Financing Documentation to the extent covered thereby and (y) the provisions hereof relating to Information shall survive only until the later of the Syndication Date and the Funding Date, in each case, at which time such obligations shall terminate and be of no further force and effect.

11. Governing Law. THIS COMMITMENT LETTER AND THE FEE LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; provided, that, notwithstanding the foregoing to the contrary, it is understood and agreed that any determinations as to (x) the accuracy of any Specified Acquisition Agreement Representations and whether as a result of any breach thereof you (or your affiliate) have the right to terminate your (or your affiliate’s) obligations under the Acquisition Agreement or to otherwise decline to consummate the Acquisition under the Acquisition Agreement, (y) the interpretation of “Material Adverse Effect” (as defined in the Acquisition Agreement) and (z) the determination of whether the Acquisition has been consummated in accordance with the Acquisition Agreement, shall, in each case, be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, CLAIM, COUNTERCLAIM OR ACTION BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF THE SERVICES HEREUNDER OR THEREUNDER. The parties hereto hereby agree that any suit or proceeding arising in respect of this Commitment Letter or the Fee Letter or any of the matters contemplated hereby or thereby will be brought exclusively in the U.S. District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the parties hereto hereby agree to submit to the exclusive jurisdiction of, and venue in, such court. The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to you or the Commitment Parties will be effective service of process against such party for any action or proceeding relating to any such dispute. The parties hereto irrevocably and unconditionally waive any objection to venue of any such action or proceeding brought in any such court and any claim that any such

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action or proceeding has been brought in an inconvenient forum. A final judgment in any such action or proceeding may be enforced in any other courts with jurisdiction over you or each of the Commitment Parties.

12. Miscellaneous. This Commitment Letter and the Fee Letter embody the entire agreement among the Commitment Parties, you and your subsidiaries with respect to the specific matters set forth above and supersede all prior agreements and understandings relating to the subject matter hereof. Those matters that are not covered or made clear herein, in the Existing CRC Credit Agreement and the Fee Letter are subject to mutual agreement of the parties. No person has been authorized by any of the Commitment Parties to make any oral or written statements inconsistent with this Commitment Letter and the Fee Letter. This Commitment Letter and the Fee Letter shall not be assignable by any party hereto without the prior written consent of the other parties hereto, and any purported assignment without such consent shall be void; provided that you may assign this Commitment Letter and the Fee Letter to any wholly-owned subsidiary of you in connection with the consummation of the Transactions. This Commitment Letter and the Fee Letter are not intended to benefit or create any rights in favor of any person other than the parties hereto and, with respect to indemnification, each Indemnified Party. This Commitment Letter and the Fee Letter may be executed in separate counterparts, and delivery of an executed signature page of this Commitment Letter and the Fee Letter by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter may only be amended, modified or superseded by an agreement in writing signed by you and each of the Commitment Parties party hereto.

Each of the parties hereto agrees that each of this Commitment Letter and the Fee Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity) with respect to the subject matter contained herein and therein, including an agreement to negotiate in good faith the definitive documentation for the Credit Facilities by the parties hereto in a manner consistent with this Commitment Letter and the Fee Letter and to fund the commitments hereunder on the Funding Date, in each case, enforceable at law and in equity in accordance with their terms and subject only to the Funding Conditions as provided in Section 2 of this Commitment Letter, subject to the Certain Funds Provision.

[Signature Pages Follow]

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We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

SCHEDULE I

Conditions Precedent to Closing

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Schedule I is attached or in the Exhibits to the Commitment Letter.

The initial funding of the loans under the Credit Facilities on the Funding Date will be subject to the following conditions precedent:

(a) The Acquisition shall be consummated in all material respects in accordance with the Acquisition Agreement, substantially concurrently with the initial funding of the Credit Facilities, and no provision thereof shall have been amended or waived by you, and no consent with respect to any term or condition thereof shall have been given thereunder by you, in a manner materially adverse to the interests of the Commitment Parties or the Lenders in their capacities as such without the prior written consent of the Initial Commitment Parties (such approval not to be unreasonably withheld, conditioned or delayed) (it being agreed that (A) (i) any decrease in the cash portion of the purchase price of not more than 10% shall not be materially adverse to the interests of the Commitment Parties or the Lenders in their respective capacities as such so long as such decrease is allocated to reduce the Unsecured Bridge Facility on a dollar for dollar basis and (ii) any decrease in the number of shares constituting the equity portion of the purchase price of not more than 10% shall not be materially adverse to the interest of the Commitment Parties or the Lenders in their respective capacities as such; (B) the granting of any consent under the Acquisition Agreement that is not materially adverse to the interests of the Commitment Parties or the Lenders in their respective capacities as such shall not otherwise constitute an amendment or waiver; (C) any amendment to or modification of the definition of “Material Adverse Effect” with respect to the Company in the Acquisition Agreement to which you agree shall be deemed to be materially adverse to the interests of the Commitment Parties and the Lenders in their capacities as such; (D) any waiver of (or material modification having the effect of a waiver of) the condition set forth in Section 6.1(e)(ii) of the Acquisition Agreement (as in effect on the date hereof) as to gaming approvals to which you agree shall be deemed to be materially adverse to the interests of the Commitment Parties and the Lenders in their capacities as such); and (E) any waiver of (or material modification having the effect of a waiver of) the condition set forth in Section 6.3(e) of the Acquisition Agreement (as in effect on the date hereof) as to the Company Convertible Senior Notes (as defined below) to which you agree shall be deemed to be materially adverse to the interests of the Commitment Parties and the Lenders in their capacities as such).

(b) The Lead Arrangers shall have received: (i) audited consolidated balance sheets and related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity (deficit) and cash flows of the Borrower and its consolidated subsidiaries (excluding the Company and its subsidiaries) as of the end of (in the case of such balance sheet) and for the three most recent fiscal years of the Borrower ended more than 90 days prior to the Funding Date; (ii) unaudited quarterly consolidated condensed balance sheets and related consolidated condensed statements of operations, comprehensive income (loss), changes in stockholders’ equity (deficit) and cash flows of the Borrower and its consolidated subsidiaries (excluding the Company and its subsidiaries) as of the end of (in the case of such balance sheet) and for the period (if any) commencing after the end of the fiscal year covered by the most recent audited financial statements of the Borrower and ending on the last day of the most recent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ended at least 45 days prior to the Funding Date; (iii) audited consolidated balance sheets and related consolidated statements of operations and comprehensive income/(loss), changes in stockholders’ equity/(deficit) and cash flows of the Company and its consolidated subsidiaries as of the end of (in the case of such balance

Schedule I - 1

sheet) and for the three most recent fiscal years of the Company ended more than 90 days prior to the Funding Date; (iv) unaudited quarterly consolidated condensed balance sheets and related consolidated condensed statements of operations and comprehensive income/(loss), changes in stockholders’ equity/(deficit) and cash flows of the Company and its consolidated subsidiaries as of the end of (in the case of such balance sheet) and for the period (if any) commencing after the end of the fiscal year covered by the most recent audited financial statements of the Company and ending on the last day of the most recent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ended at least 45 days prior to the Funding Date; and (v) an unaudited consolidated pro forma balance sheet and statement of operations of the Borrower and its consolidated subsidiaries (including the Company and its consolidated subsidiaries) as of the last day and for the four fiscal quarter period ending on the last day of the most recently completed four fiscal quarter period for which historical financial statements of the Borrower and its consolidated subsidiaries have been delivered pursuant to clauses (i) and (ii), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of the fiscal year beginning on or immediately prior to such period (in the case of such statement of operations). The Lead Arrangers hereby acknowledge receipt of the financial statements in the foregoing clauses (i) and (iii) as of and for the fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and in the foregoing clauses (ii) and (iv) as of and for the fiscal quarter ended March 31, 2019. The filing with the SEC of the financial statements required by clauses (i), (ii), (iii) and (iv) by the Borrower or the Company will satisfy the foregoing requirements. In addition, in the event that the Borrower delivers to the Lead Arrangers (including if such information is filed with the SEC) financial information relating to any fiscal periods more recently ended than those required by this paragraph (b), such delivery shall be deemed to satisfy the requirements of this paragraph (b).

(c) You shall have afforded the Lead Arrangers a period of no less than 15 consecutive business days, which days may (at the Borrower’s option) but shall not be required to, include the Funding Date (the “Marketing Period”), to syndicate the Credit Facilities; provided that such 15 consecutive business day period shall be deemed to start on the date of the receipt by the Lead Arrangers of the historical financial statements required under paragraph (b) above and the pro forma financial statements required under paragraph (b)(v) above, in each case, with the term “Funding Date” therein replaced for the purpose of this parenthetical with the date of delivery of such financial statements (subject to the Borrower’s rights pursuant to the last sentence of paragraph (b) above); provided that, if on any date during the Marketing Period the financial statements delivered at the start of such period would be required to be updated if the term “Funding Date” was replaced by such date of the Marketing Period, such 15 business day period shall continue and not restart if you shall have delivered such updated financial statements on such date; provided, further, that (i) July 5^th of 2019 shall be excluded from the determination of the Marketing Period, (ii) if such 15 consecutive business day period has not ended by August 16, 2019, then such 15 consecutive business day period will not commence until September 3, 2019, (iii) November 28^th and 29^th of 2019 shall be excluded from the determination of the Marketing Period, (iv) if such 15 consecutive business day period has not ended by December 18, 2019, then such 15 consecutive business day period will not commence until January 2, 2020, (v) July 3rd of 2020 shall be excluded from the determination of the Marketing Period, (vi) if such 15 consecutive business day period has not ended by August 21, 2020, then such 15 consecutive business day period will not commence until September 8, 2020 and (vii) November 26th and 27th of 2020 shall be excluded from the determination of the Marketing Period. The Borrower may notify the Initial Commitment Parties in writing that the Borrower reasonably believes that it has delivered the financial statements required for the commencement of the Marketing Period and that such Marketing Period has therefore commenced on the date specified in such notice, and any such delivery of such a written notice shall be deemed to be conclusive evidence of the commencement of the Marketing Period

Schedule I - 2

on the date specified in such notice unless the Initial Commitment Parties object in written detail (stating with specificity what information has not been delivered) within 2 business days after receipt of such notice.

(d) With respect to the Unsecured Bridge Facility, unless waived by the Initial Commitment Parties, the Borrower shall have (i) prepared one or more offering memoranda or private placement memoranda (the “Offering Document”) related to the New Senior Unsecured Notes (all in customary form for the particular type of offering) including all financial statements customary for offerings of debt securities similar to the New Senior Unsecured Notes under Rule 144A; provided that, the Offering Document does not need to include such information customarily excluded in Rule 144A offerings, including, but not limited to, information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X under the Securities Act, information required by Item 302 of Regulation S-K, Compensation Discussion and Analysis or other information required by Item 402 or Item 601 of Regulation S-K under the Securities Act, XBRL exhibits and the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-2744A, (ii) arranged for delivery of drafts of customary (for high yield debt private placements by the Borrower or its affiliates, or the Company or its affiliates, as applicable) “comfort letters” (including customary “negative assurances”) with respect to the financial information of the Borrower and the Company, respectively, in the Offering Documents that independent accountants of the Borrower and the Company, respectively, would be prepared to deliver upon completion of customary procedures in connection with the offering of the New Senior Unsecured Notes and (iii) afforded the Investment Bank a period of no less than 15 consecutive business days (the “Notes Marketing Period”) following receipt of the Offering Document, to seek to place the New Senior Unsecured Notes (it being understood that the date, if any, of the issuance of the New Senior Unsecured Notes shall, at the Borrower’s option, qualify as a date upon which the Investment Bank had an opportunity to seek to place the New Senior Unsecured Notes); provided that (i) July 5^th of 2019 shall be excluded from the determination of the Notes Marketing Period, (ii) if such 15 consecutive business day period has not ended by August 16, 2019, then such 15 consecutive business day period will not commence until September 3, 2019, (iii) November 28^th and 29^th of 2019 shall be excluded from the determination of the Notes Marketing Period, (iv) if such 15 consecutive business day period has not ended by December 18, 2019, then such 15 consecutive business day period will not commence until January 2, 2020, (v) July 3rd of 2020 shall be excluded from the determination of the Marketing Period, (vi) if such 15 consecutive business day period has not ended by August 21, 2020, then such 15 consecutive business day period will not commence until September 8, 2020 and (vii) November 26th and 27th of 2020 shall be excluded from the determination of the Marketing Period. It is hereby agreed that the Borrower may notify the Initial Commitment Parties in writing that the Borrower reasonably believes that it has delivered an Offering Document required for the commencement of the Notes Marketing Period and that such Notes Marketing Period has therefore commenced on the date specified in such notice, and any such delivery of such a written notice shall be deemed to be conclusive evidence of the commencement of the Notes Marketing Period on the date specified in such notice unless the Initial Commitment Parties object in written detail (stating with specificity what information has not been delivered) within 2 business days after receipt of such notice.

(e) With respect to each applicable Credit Facility, the (i) Specified Representations for such Credit Facility shall be true and correct in all material respects (except for those representations qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the Funding Date and (ii) the Specified Acquisition Agreement Representations shall be true and correct to the extent required by the Certain Funds Provision.

Schedule I - 3

(f) Since the date of the Acquisition Agreement, there has not been any Material Adverse Effect (as defined in the Acquisition Agreement) under clause (a) of the definition thereof with respect to the Company (a “Company Material Adverse Effect”) that would result in the failure of a condition precedent to your (or your affiliate’s) obligations under the Acquisition Agreement.

(g) All fees then due to the Administrative Agents, the Lead Arrangers and the Lenders under the Fee Letter shall have been paid from the proceeds of the fundings under the Financing Documentation on the Funding Date or otherwise, and all expenses contemplated by the Commitment Letter and the Fee Letter to be paid or reimbursed to the Administrative Agents, the Lead Arrangers and the Lenders that have been invoiced a reasonable period of time prior to the Funding Date (and in any event, invoiced at least 3 business days prior to the Funding Date (except as otherwise agreed by the Borrower)) shall have been paid from the proceeds of the fundings under the Financing Documentation on the Funding Date or otherwise.

(h) The Existing Debt Payoff (as defined in Exhibit A) shall be consummated substantially concurrently with, or shall be on the Funding Date promptly following, the initial funding of the Credit Facilities.

(i) Each of the Borrower, CRC and the applicable Guarantors, if any, under each applicable Credit Facility shall have provided the documentation and other information to the applicable Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, at least 3 business days prior to the closing of the Credit Facilities, to the extent requested in writing at least 10 business days prior to the closing of the Credit Facilities.

(j) If the Borrower or CRC qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and is not subject to any exemption thereunder, it shall deliver to each requesting Lender a Beneficial Ownership Certification as required by the Beneficial Ownership Regulation in relation to itself, at least 3 business days prior to the closing of the Credit Facilities, to the extent requested in writing at least 10 business days prior to the closing of the Credit Facilities.

(k) The applicable Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit F hereto with respect to the applicable Credit Facilities from the chief financial officer, chief accounting officer or other financial officer of the Borrower or CRC, as applicable. Each applicable Administrative Agent and the applicable Lenders shall have received customary opinions of counsel to the Borrower or CRC, as applicable, and any applicable Guarantors under the applicable Credit Facilities and of appropriate local counsel and other customary corporate resolutions, secretary’s certificates, evidence of existence of the Borrower or CRC, as applicable, and the applicable Guarantors and good standing of the Borrower or CRC, as applicable, from the applicable public official in its jurisdiction of organization, customary borrowing notices (which shall not be required to include any representation or statement as to the absence (or existence) of any default or event of default or any bring-down of representations and warranties) and customary officer’s certificates (which shall not be required to include any representation or statement as to the absence (or existence) of any default or event of default or any bring-down of representations and warranties).

(l) With respect to the Borrower Senior Secured Credit Facilities and subject to Section 2 of the Commitment Letter and the Certain Funds Provision, (i) the Senior Administrative Agent (on behalf of the applicable Lenders) shall have a valid and perfected first priority lien

Schedule I - 4

(subject to permitted liens) and security interest in the Collateral (for purposes of this paragraph, as defined in the Borrower Senior Secured Credit Facilities Term Sheet) and (ii) all filings and recordations necessary in connection with perfecting the liens and security interests in the applicable Collateral shall have been duly made or authorized by the Borrower or the applicable Guarantor to be made.

(m) With respect to the Secured Bridge Facility and subject to Section 2 of the Commitment Letter and the Certain Funds Provision, (i) the Secured Bridge Administrative Agent (on behalf of the applicable Lenders) shall have a valid and perfected first priority lien (subject to permitted liens) and security interest in the Collateral (for purposes of this paragraph, as defined in the Borrower Senior Secured Credit Facilities Term Sheet) and (ii) all filings and recordations necessary in connection with perfecting the liens and security interests in the applicable Collateral shall have been duly made or authorized by the Borrower or the applicable Guarantor to be made.

(n) With respect to the Existing CRC Credit Agreement and solely to the extent required thereby and subject to Section 2 of the Commitment Letter and the Certain Funds Provision, (i) the CRC Administrative Agent (on behalf of the applicable Lenders) shall have a valid and perfected first priority lien (subject to permitted liens) and security interest in the Collateral (for purposes of this paragraph, as defined in the Existing CRC Credit Agreement and including the property of CEOC and its wholly owned material domestic restricted subsidiaries that become guarantors under the Existing CRC Credit Agreement) and (ii) all filings and recordations necessary in connection with perfecting with the liens and security interests in the applicable Collateral shall have been duly made or authorized by the applicable Loan Party (as defined in the Existing CRC Credit Agreement) to be made.

Schedule I - 5

EXHIBIT A

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter or the other Schedules and Exhibits to the Commitment Letter.

The Borrower intends to acquire all of the issued and outstanding equity interests of Caesars Entertainment Corporation (the “Company”) pursuant to that certain Agreement and Plan of Merger, dated as of June 24, 2019 (the “Acquisition Agreement”), by and among the Borrower, Colt Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the Company (the “Acquisition”).

In connection with the foregoing, it is intended that:

(a) The Borrower may dispose of certain assets identified to the Lead Arrangers as (i) Mountaineer Casino, Racetrack & Resort, (ii) Isle Casino Cape Girardeau and (iii) Lady Luck Casino Caruthersville (collectively, the “Specified Borrower Asset Sales”); provided that the occurrence of any or all of the Specified Borrower Asset Sales shall not be a condition to the funding of the Credit Facilities on the Funding Date and it is understood that some or all of the Specified Borrower Asset Sales may occur after the Funding Date or not at all (it being understood that nothing herein shall restrict the sale of any other asset of the Borrower or the Company or their restricted subsidiaries permitted by the Acquisition Agreement).

(b) CEOC, CRC, the Company or a subsidiary thereof may (i) obtain certain lease or debt financing from VICI Properties Inc. (“Viper”) and/or one or more subsidiaries thereof in an aggregate principal amount of approximately $1,404.0 million (the “Viper Lease Financing”) and/or (ii) consummate one or more sale and leaseback transactions with Viper and/or one or more subsidiaries thereof of the real properties commonly known as Harrah’s New Orleans, Harrah’s Laughlin and/or Harrah’s Atlantic City or other gaming properties in lieu thereof (the “Viper Sale and Leaseback Transactions” and, together with the Viper Lease Financing, the “Viper Transactions”) for expected net cash proceeds of approximately $1,810.0 million, and CEOC, CRC or the Company or the applicable subsidiary thereof, as applicable, may distribute the net cash proceeds of the Viper Transactions to the Borrower; provided that the occurrence of any or all of the Viper Transactions and the distribution of the Viper Proceeds to the Borrower shall not be a condition to the funding of the Credit Facilities on the Funding Date, and it is understood that some or all of the Viper Transactions may occur after the Funding Date or not at all and/or the distribution of the Viper Proceeds to the Borrower may occur after the Funding Date or not at all (regardless of whether the Viper Transactions occur).

(c) The Borrower (1) will obtain the Borrower Senior Secured Credit Facilities as described in Exhibit B to the Commitment Letter, (2) may (A) issue the New Senior Unsecured Notes and/or (B) if any or all of the New Senior Unsecured Notes are not issued on or prior to the Funding Date and/or the proceeds thereof are not made available to the Borrower on the Funding Date, borrow up to such unissued or unavailable amount in the form of Unsecured Bridge Loans as described in Exhibit E and (3) may (A) receive all or a portion of the Viper Proceeds and/or the Gaming Asset Sales Proceeds and/or (B) (i) if any or all of the Viper Proceeds are not received by CEOC, CRC, or the Company or any of their respective subsidiaries, or if CEOC, CRC or any of their respective subsidiaries are not permitted to distribute all or any portion of the Viper Proceeds to the Borrower, on or prior to the Funding Date and/or (ii) if any or all of the Gaming Asset Sales Proceeds are not received by the Borrower on or prior to the Funding Date, borrow up to such amount that is not issued and/or received and/or that may not be distributed in the form of Secured Bridge Loans as described in Exhibit D.

Exhibit A - 1

(d) Pursuant to the Acquisition Agreement, the Borrower will consummate the Acquisition, pursuant to which Merger Sub will merge with and into the Company with the Company as the surviving entity of such merger, and, if applicable, the other transactions described therein. The Borrower may convert to a Delaware corporation in connection with the Transaction.

(e) Either (i) the Company may directly or indirectly contribute all of its equity interests in CEOC, LLC (“CEOC”), a subsidiary of the Company, to CRC (the “CEOC Contribution”), (ii) CEOC may become a co-borrower under the Existing CRC Credit Agreement and a co-issuer under the indenture dated as of October 16, 2017, among CRC, CRC Finco, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, relating to the 5.250% senior notes due 2025 of CRC and CRC Finco, Inc. (the “Existing CRC Indenture”) (the “CEOC Co-Borrower Event”) or (iii) CRC may otherwise merge or consolidate with, or acquire, directly or indirectly, all of the equity interests in CEOC (the “CEOC Acquisition” and either of the CEOC Contribution, the CEOC Co-Borrower Event or the CEOC Acquisition, the “CEOC Event”); provided that the occurrence of a CEOC Event shall not be a condition to the funding of the Credit Facilities on the Funding Date and it is understood that the CEOC Event may occur after the Funding Date or not at all.

(f) CRC will obtain the Incremental Term Loan B Facility as described in Exhibit C to the Commitment Letter and apply a portion of the proceeds thereof, together with cash on hand of the Company and its subsidiaries, to repay in full the indebtedness outstanding under that certain Credit Agreement, dated as of October 6, 2017 (the “Existing CEOC Credit Agreement”), among CEOC, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent (the “CEOC Debt Payoff”).

(g) Except as set forth in paragraph (f) above, the proceeds of the Credit Facilities, together with cash on hand of the Borrower and the Company (including Gaming Asset Sale Proceeds) and the proceeds of the New Senior Unsecured Notes (if any), the Secured Bridge Loans (if any), the Unsecured Bridge Loans (if any) and the Viper Proceeds (if any) will be applied (i) to pay the cash consideration for the Acquisition, (ii) to pay the fees, costs and expenses incurred in connection with the Transactions (the amounts set forth in the immediately preceding clauses (i) and (ii), collectively, the “Acquisition Costs”), (iii) to repay in full the indebtedness outstanding under the Borrower’s existing Credit Agreement, dated as of April 17, 2017 (the “Existing Borrower Credit Agreement”), among the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, (iv) to repay (or redeem, repurchase, defease or satisfy and discharge) in full all of the Borrower’s (1) 7.00% Senior Notes due 2023, (2) 6.00% Senior Notes due 2025 and (3) 6.00% Senior Notes due 2026, in each case, together with all accrued interest, fees and premiums thereon, (v) to repurchase any of the Company’s 5.00% convertible senior notes due 2024 (the “Company Convertible Senior Notes”) from holders, pursuant to a fundamental change purchase offer or otherwise in connection with the Transactions, to pay any cash portion of the conversion consideration due upon conversion or tender of the Company Convertible Senior Notes to holders of which that elect to convert or tender such Company Convertible Senior Notes, in each case, together with all accrued interest, fees and premiums thereon, if any, and to pay any consent solicitation fees (it being understood that any of the Company Convertible Senior Notes may remain outstanding after the Funding Date, including that any Company Convertible Senior Notes the holders of which do not elect to accept the Company’s fundamental change purchase offer and do not elect to convert or tender such Company Convertible Senior Notes may remain outstanding after the fundamental change purchase date), and (vi) at the election of the Borrower, repay other existing indebtedness of the Company and its subsidiaries (clauses (iii) and (iv), together with the CEOC Debt Payoff, the “Existing Debt Payoff”).

The transactions described above are collectively referred to as the “Transactions”.

Exhibit A - 2

EXHIBIT B

Borrower Senior Secured Credit Facilities Term Sheet

[attached]

Exhibit B

EXHIBIT B

Eldorado Resorts, Inc.

$3,000.0 million Senior Secured Term Facility

$1,000.0 million Senior Secured Revolving Facility

Summary of Principal Terms and Conditions¹

B-1

B-2

B-3

B-4

B-5

B-6

B-7

B-8

B-9

B-10

B-11

B-12

B-13

B-14

B-15

B-16

B-17

B-18

B-19

B-20

B-21

B-22

B-23

B-24

B-25

B-26

B-27

B-28

B-29

B-30

B-31

B-32

B-33

B-34

ANNEX B-I

B-35

B-36

EXHIBIT C

Incremental Term Loan B Facility Term Sheet

[attached]

Exhibit C

EXHIBIT C

Caesars Resort Collection, LLC

$2,400.0 Million Senior Secured Incremental Term Loan B Facility

Summary of Principal Terms and Conditions¹

C-1

C-2

C-3

C-4

C-5

C-6

ANNEX C-I

C-7

EXHIBIT D

Secured Bridge Facility Term Sheet

[attached]

Exhibit D

EXHIBIT D

Eldorado Resorts, Inc.

$3,600.0 million Senior Secured 364-Day Bridge Loan Facility

Summary of Principal Terms and Conditions¹

D-1

D-2

D-3

D-4

ANNEX D-I

D-5

EXHIBIT E

Unsecured Bridge Facility Term Sheet

[attached]

Exhibit E

EXHIBIT E TO COMMITMENT LETTER

SENIOR UNSECURED BRIDGE LOAN FACILITY

SUMMARY OF PROPOSED TERMS AND CONDITIONS¹

E-1

E-2

E-3

E-4

E-5

E-6

E-7

E-8

* * *

E-9

ANNEX I

SENIOR UNSECURED ROLLOVER LOANS

SUMMARY OF PROPOSED TERMS AND CONDITIONS²

1

2

ANNEX II

SENIOR UNSECURED EXCHANGE NOTES

SUMMARY OF PROPOSED TERMS AND CONDITIONS³

1

2

3

EXHIBIT F

FORM OF SOLVENCY CERTIFICATE

[DATE]

This Solvency Certificate is delivered pursuant to [Section [            ] of the Credit Agreement dated as of [            ] (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Eldorado Resorts, Inc. (the “Borrower”), the Lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties] [Section [            ] of the Incremental Joinder Agreement dated as of [            ] (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Incremental Joinder Agreement”), among Caesars Resort Collection, LLC (the “Borrower”), each other borrower party thereto from time to time, the Lenders party thereto from time to time and Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties]¹. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the [Credit Agreement][Incremental Joinder Agreement].

The undersigned hereby certifies, solely in his capacity as an officer, as follows:

1. I am the [FINANCIAL OFFICER] of the Borrower. I am familiar with the [Transactions], have reviewed the [Credit Agreement][Incremental Joinder Agreement] and the financial statements delivered on or prior to the [Closing Date][Effective Date] pursuant to Section [            ] and Section [            ] of the [Credit Agreement][Incremental Joinder Agreement] and have reviewed such other documents and made such investigation as I have deemed appropriate for the purposes of this Solvency Certificate.

2. As of the date hereof, immediately after giving effect to the [Transactions], (a) the fair value of the assets of the Borrower and its subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its subsidiaries on a consolidated basis; (b) the present fair saleable value of the property of the Borrower and its subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, taking into account refinancing alternatives; (c) the Borrower and its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, taking into account refinancing alternatives; and (d) the Borrower and its subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Funding Date.

3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account refinancing alternatives and the timing and amounts of cash to be received by it or any such subsidiary and the timing and amounts of cash to be payable on or in respect of its indebtedness or the indebtedness of any such subsidiary.

Exhibit F - 1

This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [FINANCIAL OFFICER] of the Borrower and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto.

[Signature page follows]

Exhibit F - 2

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first above written.

Exhibit F - 3