EX-10.2



 Exhibit 10.2 
 REAFFIRMATION AGREEMENT 
 REAFFIRMATION AGREEMENT (this
“Agreement”), dated as of March 27, 2013, among Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.), a Delaware corporation (“Holdings”), Caesars Entertainment Operating
Company, Inc. (formerly known as Harrah’s Operating Company, Inc.), a Delaware corporation (the “Borrower”), each other subsidiary of the Borrower identified on the signature pages hereto (each, a “Subsidiary
Party” and the Subsidiary Parties, Holdings and the Borrower, the “Reaffirming Parties”) and Bank of America, N.A., as administrative agent and collateral agent under the Amended Credit Agreement referred to below (in such
capacity, the “Administrative Agent”). 
 WHEREAS, Holdings, the Borrower, the Required Lenders (as defined
therein) party thereto and the Administrative Agent have entered into the Amendment, dated as of February 6, 2013 (the “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of March 1, 2012 (the
“Existing Credit Agreement” and, as amended after giving effect to the Amendment, the “Amended Credit Agreement”), among Holdings, the Borrower, the Administrative Agent, the lenders party thereto from time to time
and the other parties and agents party thereto; 
 WHEREAS, each of the Reaffirming Parties is party to one or more of the
Security Documents (such term and each other capitalized term used but not defined herein having the meaning assigned to such terms in the Amended Credit Agreement); 
 WHEREAS, each Reaffirming Party expects to realize, or has realized, substantial direct and indirect benefits as a result of the Amendment becoming effective and the consummation of the transactions
contemplated thereby (including the establishment of additional Extended Maturity Revolving Facility Commitments pursuant to Section 3.1 of the Amendment on the date hereof); and 

WHEREAS, the execution and delivery of this Agreement is a condition precedent to the consummation of the transactions contemplated by
the Amendment. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I  

Reaffirmation/Amendment 
 Section 1.01 Reaffirmation. (a) Each of the Reaffirming Parties (i) hereby consents to the Amendment and the transactions contemplated thereby, (ii) hereby confirms its
guarantees (in the case of Holdings) and its pledges, grants of security interests and other agreements (in the case of all Reaffirming Parties), as applicable, under each of the Security Documents to which it is party and (iii) agrees that
notwithstanding the effectiveness of the Amendment and the consummation of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other agreements shall continue to be in full force and


  
 1 








 
effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement. Each of the Reaffirming Parties further agrees to take any action that may be required or that is
reasonably requested by the Administrative Agent to ensure compliance by Holdings and the Borrower with Section 5.10 of the Amended Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to
which it is party and further agrees that notwithstanding the effectiveness of the Amendment and the consummation of the transactions contemplated thereby, such obligations shall continue to be in full force and effect and shall accrue to the
benefit of the Lenders under the Amended Credit Agreement. 
 (b) Each of the Reaffirming Parties party to each of the Security
Documents securing the Obligations of the Borrower hereby confirms and agrees that the Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments constitute Loan Document Obligations (as defined in the Collateral Agreement).

 Section 1.02 Confirmation. On and after the effectiveness of the Amendment, the parties confirm and acknowledge
that (i) each reference in each Security Document to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall be a reference to the Amended Credit Agreement, as such agreement may be amended,
modified or supplemented and in effect from time to time and (ii) the definition of any term defined in any Security Document by reference to the terms defined in the “Credit Agreement” shall reference the defined terms in the Amended
Credit Agreement, as the same may be amended, modified or supplemented and in effect from time to time. 
 ARTICLE II 

 Representations and Warranties 
 Each Reaffirming Party hereby represents and warrants, which representations and warranties shall survive execution and delivery of this Agreement, as follows: 

Section 2.01 Organization. Such Reaffirming Party is duly organized and validly existing in good standing under the laws of
the jurisdiction of its formation. 
 Section 2.02 Authority; Enforceability. Such Reaffirming Party has the power
and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. Such Reaffirming Party has duly executed and
delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent
conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of
good faith and fair dealing. 
 Section 2.03 Security Documents. The representations and warranties of such
Reaffirming Party contained in each Security Document are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct as of such earlier date). 

  
 2 








 ARTICLE III  
 Miscellaneous 
 Section 3.01 Notices. All notices and other
communications hereunder shall be made at the addresses, in the manner and with the effect provided in Section 9.01 of the Amended Credit Agreement, provided that, for this purpose, the address of each Reaffirming Party shall be the one
specified for the Borrower under the Amended Credit Agreement. 
 Section 3.02 Security Document. This Agreement is
a Security Document executed pursuant to the Amended Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. 

Section 3.03 Section Captions. Section captions used in this Agreement are for convenience of reference only and shall not
affect the construction of this Agreement. 
 Section 3.04 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective successors and assigns. 
 Section 3.05
Amendment. This Agreement may be waived, modified or amended only by a written agreement executed by each of the parties hereto. 
 Section 3.06 Counterparts. This Agreement may be executed in any number of separate counterparts by the parties hereto (including by telecopy or via electronic mail), each of which
counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument. 
 Section 3.07 Applicable Law; Waiver of Jury Trial. (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

(B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.11 OF THE AMENDED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN
FULL HEREIN. 
 Section 3.08 Gaming Laws. Each party hereto agrees as set forth in Sections 7.19, 7.20, 7.21 and
7.24 of the Collateral Agreement as if such sections were set forth in full herein. 
 Section 3.09 No Novation.
Neither this Agreement nor the execution, delivery or effectiveness of the Amendment shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or any Security Documents or discharge or release the Lien
or priority of any Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding 

  
 3 








 
under the Existing Credit Agreement, the Security Documents or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments
executed concurrently herewith. Nothing implied in this Agreement, the Amendment or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of Holdings, the Borrower or any Subsidiary Party under any
Security Document from any of its obligations and liabilities as “Holdings”, the “Borrower”, a “Subsidiary Loan Party”, a “Pledgor” or a “Guarantor” under the Existing Credit Agreement or the
Security Documents. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first written above. 
  

			
	Caesars Entertainment Corporation
		
	By:	 	/S/ ERIC HESSION
	Name:	 	Eric Hession
	Title:	 	Senior Vice President and Treasurer
	
	Caesars Entertainment Operating Company, Inc.
		
	By:	 	/S/ ERIC HESSION
	Name:	 	Eric Hession
	Title:	 	Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 









			
	3535 LV Corp.
	Atlantic City Country Club 1 LLC
	B I Gaming Corporation
	Benco, Inc.
	BL Development Corp.
	Boardwalk Regency Corporation
	Caesars Entertainment Akwesasne Consulting Corp.
	Caesars Entertainment Canada Holding, Inc.
	Caesars Entertainment Finance Corp.
	Caesars Entertainment Golf, Inc.
	Caesars Entertainment Retail, Inc.
	Caesars Palace Realty Corp.
	Caesars United Kingdom, Inc.
	Caesars World Marketing Corporation
	Caesars World Merchandising, Inc.
	California Clearing Corporation
	Casino Computer Programming, Inc.
	CEI-Sullivan County Development Company
	Consolidated Supplies, Services and Systems
	Desert Palace, Inc.
	FHR Corporation
	Flamingo-Laughlin, Inc.
	GNOC, Corp.
	Grand Casinos, Inc.
	Grand Media Buying, Inc.
	Harrah South Shore Corporation
	Harrah’s Reno Holding Company, Inc.
	Harveys BR Management Company, Inc.
	Harveys C.C. Management Company, Inc.
	Harveys Iowa Management Company, Inc.
	Harveys Tahoe Management Company, Inc.
	HBR Realty Company, Inc.
	HCR Services Company, Inc.
	Las Vegas Resort Development, Inc.
	LVH Corporation
	Martial Development Corp.
	Ocean Showboat, Inc.
	Parball Corporation
	PHW Manager, LLC
		
	By:	 	/S/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: President and/or Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	CZL Development Company, LLC
	Players Bluegrass Downs, Inc.
	Players Development, Inc.
	Players Resources, Inc.
	Players Services, Inc.
	Reno Projects, Inc.
	Rio Development Company, Inc.
	Roman Entertainment Corporation of Indiana
	Roman Holding Corporation of Indiana
	Tele/Info, Inc.
	Tunica Roadhouse Corporation
		
	By:	 	/S/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and/or Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 









			
	Harrah’s Iowa Arena Management, LLC
	Bally’s Midwest Casino, Inc.
	Bally’s Park Place, Inc.
	Caesars Marketing Services Corporation
	Caesars New Jersey, Inc.
	Caesars Palace Corporation
	Caesars Palace Sports Promotions, Inc.
	Caesars Trex, Inc.
	Caesars World, Inc.
	East Beach Development Corporation
	GCA Acquisition Subsidiary, Inc.
	Harrah’s Alabama Corporation
	Harrah’s Arizona Corporation
	Harrah’s Illinois Corporation
	Harrah’s Interactive Investment Company
	Harrah’s International Holding Company, Inc.
	Harrah’s Investments, Inc.
	Harrah’s Kansas Casino Corporation
	Harrah’s Management Company
	Harrah’s Maryland Heights Operating Company
	Harrah’s New Orleans Management Company
	Harrah’s Pittsburgh Management Company
	Harrah’s Southwest Michigan Casino Corporation
	Harrah’s Travel, Inc.
	HEI Holding Company One, Inc.
	HEI Holding Company Two, Inc.
	Robinson Property Group Corp.
	Showboat Atlantic City Operating Company, LLC
	Southern Illinois Riverboat/Casino Cruises, Inc.
	Trigger Real Estate Corporation
	Harrah’s Chester Downs Management Company, LLC
		
	By:	 	/S/ MICHAEL COHEN
		 	Name: Michael Cohen
		 	Title: Secretary



  
 [Signature
Page to Reaffirmation Agreement] 









			
	 190 Flamingo, LLC

	 AJP Parent, LLC

	 Caesars Entertainment Development, LLC

	 Caesars License Company, LLC

	 Chester Facility Holding Company, LLC

	 Corner Investment Company, LLC

	 DCH Exchange, LLC

	 DCH Lender, LLC

	 Harrah’s Bossier City Management Company, LLC, a Nevada Limited Liability
Company

	 Harrah’s Chester Downs Investment Company, LLC

	 Harrah’s MH Project, LLC

	 Harrah’s North Kansas City LLC

	 Harrah’s Operating Company Memphis, LLC

	 Harrah’s Shreveport Investment Company, LLC

	 Harrah’s Shreveport Management Company, LLC

	 Harrah’s Shreveport/Bossier City Holding Company, LLC

	 Harrah’s Sumner Investment Company, LLC

	 Harrah’s Sumner Management Company, LLC

	 Harrah’s West Warwick Gaming Company, LLC

	 H-BAY, LLC

	 HCAL, LLC

	 HHLV Management Company, LLC

	 Hole In The Wall, LLC

	 Horseshoe Gaming Holding, LLC

	 JCC Holding Company II LLC

	 Koval Holdings Company, LLC

	 Nevada Marketing, LLC

	 Players International, LLC

	 Reno Crossroads LLC

	 TRB Flamingo, LLC

	 Winnick Parent, LLC

		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member or Manager
		
	By:	 	/S/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 









			
	Las Vegas Golf Management, LLC
		
	By:	 	/S/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Manager



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	AJP Holdings, LLC
		
	By:	 	AJP Parent, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/S/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 









			
	Durante Holdings, LLC
		
	By:	 	AJP Holdings, LLC
		 	its Sole Member
		
	By:	 	AJP Parent, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/S/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 









			
	Biloxi Hammond, LLC
	Biloxi Village Walk Development, LLC
	Village Walk Construction, LLC
		
	By:	 	Grand Casinos of Biloxi, LLC
		 	its Sole Member
		
	By:	 	Grand Casinos, Inc.
		 	its Sole Member
		
	By:	 	/S/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Harrah’s Shreveport/Bossier City Investment Company, LLC
		
	By:	 	Harrah’s Shreveport/Bossier City Holding Company, LLC
		 	its Managing Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Winnick Holdings, LLC
		
	By:	 	Winnick Parent, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Caesars Riverboat Casino, LLC
		
	By:	 	Roman Holding Corporation of Indiana
		 	its Managing Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Treasurer
		 	 And as Agent of Caesars Riverboat Casino, LLC




  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Horseshoe GP, LLC
	Horseshoe Hammond, LLC
		
	By:	 	Horseshoe Gaming Holding, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer
		 	



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Harrah’s Bossier City Investment Company, L.L.C.
		
	By:	 	Harrah’s Shreveport/Bossier City Investment Company, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Horseshoe Shreveport L.L.C.
		
	By:	 	Horseshoe Gaming Holding, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Jazz Casino Company, L.L.C.
	JCC Fulton Development, L.L.C.
		
	By:	 	JCC Holding Company II LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
					
	Players Riverboat II, LLC
		
	By:    	 	Players Riverboat Management, LLC
		 	its Member
			
		 	By:    	 	Players Holding, LLC
		 		 	its Sole Member
			
		 	By:	 	Players International, LLC
		 		 	its Sole Member
			
		 	By:	 	Caesars Entertainment Operating
		 		 	Company, Inc.
		 		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer
		
	By:	 	Players Riverboat, LLC
		 	its Member
			
		 	By:	 	Players Holding, LLC
		 		 	its Sole Member
			
		 	By:	 	Players International, LLC
		 		 	its Sole Member
			
		 	By:	 	Caesars Entertainment Operating
		 		 	Company, Inc.
		 		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer
		 		 	



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Horseshoe Entertainment
		
	By:    	 	New Gaming Capital Partnership, a Nevada Limited Partnership
		 	its General Partner
		
	By:	 	Horseshoe GP, LLC
		 	its General Partner
		
	By:	 	Horseshoe Gaming Holding, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Grand Casinos of Biloxi, LLC
	Grand Casinos of Mississippi, LLC - Gulfport
		
	By:    	 	Grand Casinos, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Caesars India Sponsor Company, LLC
		
	By:	 	California Clearing Corporation
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Koval Investment Company, LLC
		
	By:	 	Koval Holdings Company, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	Players Holding, LLC
		
	By:	 	Players International, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	 Players LC, LLC
 Players Maryland Heights Nevada, LLC
 Players Riverboat Management, LLC

Players Riverboat, LLC

		
	By:	 	 Players Holding, LLC
 its Sole
Member

		
	By:	 	 Players International, LLC
 its
Sole Member

		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title: Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	New Gaming Capital Partnership,
		 	a Nevada Limited Partnership
		
	By:	 	 Horseshoe GP, LLC
 its General
Partner

		
	By:	 	 Horseshoe Gaming Holding, LLC

its Sole Member

		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title:   Senior Vice President and Treasurer


  

  
 [Signature
Page to Reaffirmation Agreement] 









			
	Harrah’s NC Casino Company, LLC
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Managing Member
		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title:   Senior Vice President and Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	 HTM Holding, Inc.
 Showboat Atlantic City Mezz 1, LLC
 Showboat Atlantic City Mezz 2, LLC

Showboat Atlantic City Mezz 3, LLC

Showboat Atlantic City Mezz 4, LLC

Showboat Atlantic City Mezz 5, LLC

Showboat Atlantic City Mezz 6, LLC

Showboat Atlantic City Mezz 7, LLC

Showboat Atlantic City Mezz 8, LLC

Showboat Atlantic City Mezz 9, LLC

Showboat Atlantic City Propco, LLC

Showboat Holding, Inc.
 Tahoe Garage
Propco, LLC

		
	By:	 	/s/ ERIC HESSION
		 	Name: Eric Hession
		 	Title:   President & Treasurer



  
 [Signature
Page to Reaffirmation Agreement] 








 
			
	 BANK OF AMERICA, N.A.,
 as Administrative Agent and Collateral Agent

		
	By:	 	/s/ JOHN W. WOODIEL III
		 	Name: John W. Woodiel III
		 	Title:   Managing Director



  
 [Signature
Page to Reaffirmation Agreement]