Reaffirmation Agreement



 Exhibit 10.2 
 REAFFIRMATION AGREEMENT 
 REAFFIRMATION AGREEMENT (this
“Agreement”), dated as of March 1, 2012, 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 Amendment
Lenders (as defined therein), the other Lenders party thereto and the Administrative Agent have entered into the Amendment Agreement dated as of March 1, 2012 (the “Amendment Agreement”), which amends and restates the Amended
and Restated Credit Agreement dated as of May 20, 2011 (the “Existing Credit Agreement” and, as amended and restated after giving effect to the Amendment Agreement, the “Amended Credit Agreement”), among
Holdings, the Borrower, the lenders party thereto from time to time and the 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 Agreement becoming effective and the consummation of the transactions contemplated thereby (including any conversion of Original Maturity Term B Loans to Term B-6 Loans pursuant to Section 2.01(a)(ii) of the Amended Credit Agreement
and any conversion of Original Maturity Revolving Facility Commitments to Term B-6 Loans and Extended Maturity Revolving Facility Commitments pursuant to Sections 2.01(b)(ii) and 2.01(c)(ii) of the Amended Credit Agreement, respectively (such
transactions, the “Additional Conversions”)); and 
 WHEREAS, the execution and delivery of this Agreement is a
condition precedent to the consummation of the transactions contemplated by the Amendment Agreement. 
 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 Agreement and the
transactions contemplated thereby (including any Additional Conversions), (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 Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), such guarantees, pledges, grants
of security interests and other agreements shall continue to be in full force and 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 Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), 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 Term B-6 Loans and the Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments (including those implemented pursuant to any Additional Conversions) constitute Loan Document Obligations (as defined in the
Collateral Agreement). 
 Section 1.02 Confirmation. On and after the effectiveness of the Amendment Agreement (and any
agreement implementing an Additional Conversion), 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. 

  
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 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). 
 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. 

  
 3 








 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 Agreement 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 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 Agreement 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] 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written. 
  

			
	Caesars Entertainment Corporation
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	Caesars Entertainment Operating Company, Inc.
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	 Executive Vice President and

Chief Financial Officer











			
	B I Gaming Corporation
	Bally’s Midwest Casino, Inc.
	Bally’s Operator, Inc.
	Bally’s Park Place, Inc.
	Bally’s Tunica, Inc.
	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 Marketing Services Corporation
	Caesars New Jersey, Inc.
	Caesars Palace Corporation
	Caesars Palace Realty Corp.
	Caesars Palace Sports Promotions, Inc.
	Caesars Trex, Inc.
	Caesars United Kingdom, Inc.
	Caesars World, 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
	Dusty Corporation
	East Beach Development Corporation
	FHR Corporation
	Flamingo-Laughlin, Inc.
	GCA Acquisition Subsidiary, Inc.
	GNOC, Corp.
	Grand Casinos, Inc.
	Grand Media Buying, Inc.
	Harrah South Shore Corporation
	Harrah’s Alabama Corporation
	Harrah’s Arizona Corporation
	Harrah’s Illinois Corporation
	Harrah’s Interactive Investment Company
	Harrah’s Investments, Inc.
	Harrah’s Kansas Casino Corporation
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President










	
	Harrah’s Management Company
	Harrah’s Maryland Heights Operating Company
	Harrah’s New Orleans Management Company
	Harrah’s Pittsburgh Management Company
	Harrah’s Reno Holding Company, Inc.
	Harrah’s Southwest Michigan Casino Corporation
	Harrah’s Travel, Inc.
	Harrah’s Tunica Corporation
	Harrah’s Vicksburg Corporation
	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.
	HEI Holding Company One, Inc.
	HEI Holding Company Two, Inc.
	LVH Corporation
	Martial Development Corp.
	Ocean Showboat, Inc.
	PHW Manager, LLC
	Players Bluegrass Downs, Inc.
	Players Development, Inc.
	Players Resources, Inc.
	Players Services, Inc.
	Reno Projects, Inc.
	Rio Development Company, Inc.
	Robinson Property Group Corp.
	Roman Entertainment Corporation of Indiana
	Roman Holding Corporation of Indiana
	Showboat Atlantic City Operating Company, LLC
	Southern Illinois Riverboat/Casino Cruises, Inc.
	Tele/Info, Inc.
	Trigger Real Estate Corporation
	 Tunica Roadhouse Corporation

 



 
			
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	 President, Senior Vice President
 or Vice President











			
	Desert Palace, Inc.
	Harrah’s Imperial Palace Corp.
	Harrah’s International Holding Company, Inc.
	Las Vegas Resort Development, Inc.
	Parball Corporation
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Treasurer










			
	 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 Chester Downs Management 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

	 Roman Empire Development, LLC

	 TRB Flamingo, LLC

	 Winnick Parent, LLC

		
	 By:
	 	 Caesars Entertainment Operating Company, Inc.
 its Sole Member or Manager

		
	 By:
	 	 /s/ Jonathan S. Halkyard

	 Name:
	 	Jonathan S. Halkyard
	 Title:
	 	Executive Vice President and
		 	Chief Financial Officer










			
	Las Vegas Golf Management, LLC
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Manager










			
	AJP Holdings, LLC
		
	By:	 	AJP Parent, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer










			
	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/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer


  








			
	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/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President










			
	Harrah’s Maryland Heights LLC
		
	By:	 	Harrah’s Maryland Heights Operating Company
		 	its Managing Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President










			
	Harrah’s Shreveport/Bossier City Investment Company, L.L.C.
		
	 By:
	 	 Harrah’s Shreveport/Bossier City
 Holding Company, LLC

		 	its Managing Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer










			
	Winnick Holdings, LLC
		
	By:	 	Winnick Parent, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer










			
	Bally’s Olympia Limited Partnership
		
	By:	 	Bally’s Operator, Inc.
		 	its General Partner
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President










			
	Caesars Riverboat Casino, LLC
		
	By:	 	Roman Holding Corporation of Indiana
		 	its Managing Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President And as Agent of Caesars
		 	Riverboat Casino, LLC










			
	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/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer










			
	Harrah’s Bossier City Investment Company, LLC
		
	By:	 	 Harrah’s Shreveport/Bossier City
 Investment Company, LLC

		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer










			
	Horseshoe Shreveport L.L.C.
		
	By:	 	Horseshoe Gaming Holding, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer


  








			
	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/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer


  








					
	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/ Jonathan S. Halkyard

	Name:	 		 	Jonathan S. Halkyard
	Title:	 		 	Executive Vice President and
		 		 	Chief Financial Officer
		
	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/ Jonathan S. Halkyard

	Name:	 		 	Jonathan S. Halkyard
	Title:	 		 	Executive Vice President and
		 		 	Chief Financial Officer









  

			
	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/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer


  








			
	Grand Casinos of Biloxi, LLC
	Grand Casinos of Mississippi, LLC -
	Gulfport
		
	By:	 	Grand Casinos, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President










			
	Caesars India Sponsor Company, LLC
		
	By:	 	California Clearing Corporation
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President










			
	Koval Investment Company, LLC
		
	By:	 	Koval Holdings Company, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer










			
	Players Holding, LLC
		
	By:	 	Players International, LLC
		 	its Sole Member
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer










			
	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/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer










			
	 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/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer










			
	Atlantic City Country Club 1 LLC
		
	By:	 	Bally’s Park Place, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President










			
	Harrah’s NC Casino Company, LLC
		
	By:	 	Caesars Entertainment Operating Company, Inc.
		 	its Managing Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Executive Vice President and
		 	Chief Financial Officer










			
	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/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	President & Treasurer










			
	BANK OF AMERICA, N.A.,
	as Administrative Agent and Collateral Agent
		
	By:	 	 /s/ Christopher T. Ray

	Name:	 	Christopher T. Ray
	Title:	 	Director