Exhibit






Exhibit 4.4
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 30, 2015, among CAESARS GROWTH LAUNDRY, LLC, a Delaware limited liability company, and LAUNDRY NEWCO, LLC, a Delaware limited liability company (together, the “New Guarantors”), each a subsidiary of Caesars Growth Properties Holdings, LLC (or its successor), CAESARS GROWTH PROPERTIES HOLDINGS, LLC, a Delaware limited liability company, and CAESARS GROWTH PROPERTIES FINANCE, INC., a Delaware corporation (together, the “Issuers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
W I T N E S S E T H :
WHEREAS the Issuers have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of April 17, 2014, providing for the issuance of the Issuers’ 9.375% Second-Priority Senior Secured Notes due 2022 (the “Notes”), initially in the aggregate principal amount of $675,000,000;
WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuers are required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the Issuers’ Obligations under the Notes and the Indenture pursuant to a Note Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the Subsidiary Guarantors, if any, are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuers, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1.    Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.





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2.    Agreement to Guarantee.  The New Guarantors hereby agree, jointly and severally with all existing guarantors (if any), to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a guarantor under the Indenture.
3.    Notices.  All notices or other communications to the New Guarantors shall be given as provided in Section 13.02 of the Indenture.
4.    Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
5.    Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6.    Trustee Makes No Representation.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
7.    Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
8.    Effect of Headings.  The Section headings herein are for convenience only and shall not effect the construction thereof.



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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


CAESARS GROWTH PROPERTIES HOLDINGS, LLC 
 
By: Caesars Growth Properties Parent, LLC,  
its sole member


By: Caesars Growth Partners, LLC,  
its sole member


By: Caesars Acquisition Company,  
its managing member


CAESARS GROWTH PROPERTIES FINANCE, INC.
By:    /s/ Craig Abrahams        
Name:    Craig Abrahams
Title:    Chief Financial Officer





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SUBSIDIARY GUARANTORS:


CAESARS GROWTH LAUNDRY, LLC 
 
By: Caesars Growth Properties Holdings, LLC,  
its sole member


By: Caesars Growth Properties Parent, LLC,  
its sole member


By: Caesars Growth Partners, LLC,  
its sole member


By: Caesars Acquisition Company,  
its managing member






LAUNDRY NEWCO, LLC 

By: Caesars Growth Laundry, LLC,  
its sole member
 
By: Caesars Growth Properties Holdings, LLC,  
its sole member


By: Caesars Growth Properties Parent, LLC,  
its sole member


By: Caesars Growth Partners, LLC,  
its sole member


By: Caesars Acquisition Company,  
its managing member
By:    /s/ Craig Abrahams        
Name:    Craig Abrahams
Title:    Chief Financial Officer



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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:    /s/ Raymond S. Haverstock    
Name: Raymond S. Haverstock
Title: Vice President