EX-10.4



 Exhibit 10.4 

EXECUTION VERSION 

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED RESTRUCTURING 

SUPPORT AND FORBEARANCE AGREEMENT 

This Amendment (this “Amendment”), dated as of October 4, 2016, to the First Amended and Restated Restructuring Support
and Forbearance Agreement, dated as of June 21, 2016 (the “SGN RSA”), is made and entered into by and among: (i) Caesars Entertainment Operating Company, Inc. (“CEOC”), on behalf of itself and each of the
debtors in the Chapter 11 Cases (collectively, the “Company”), (ii) Caesars Entertainment Corporation (“CEC,” and together with the Company, the “Caesars Parties”), and (iii) each of the
undersigned noteholders, each of which is and is acting solely in its capacity of the holder of, or the investment advisor or the investment manager to a holder or holders of SGN Claims (as defined in the SGN RSA) (and in such capacity having the
power to bind such holder with respect to any SGN Claims identified on its signature page hereto) (including any permitted assignees under the SGN RSA, collectively, the “Requisite SGN Creditors,” and together with the Caesars
Parties, each referred to as a “Party” and collectively referred to as the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the SGN RSA. 

RECITALS 

WHEREAS, Section 15 of the SGN RSA permits modifications and amendments of the SGN RSA by written agreement executed by
the Caesars Parties and the Requisite Consenting SGN Creditors; 
 WHEREAS, the Company, CEC, and the Requisite Consenting SGN
Creditors seek to achieve a consensual plan of reorganization and have negotiated the terms of an amended CEOC Plan memorialized in that certain term sheet announced on September 27, 2016; and 

WHEREAS, pursuant to Section 15 of the SGN RSA, the Parties desire to amend the SGN RSA as set forth in this Amendment. 

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows: 

AGREEMENT 
 Section 1.
Amendment to the SGN RSA 
 (a) Section 1 of the SGN RSA is hereby amended to add the following definition before
“Trustee”: 
 “Trilogy Case” means the case captioned Trilogy Portfolio Company, LLC, et al. v. Caesars
Entm’t Corp. and Caesars Entm’t Operating Co., Inc., No. 14-cv-7091 (S.D.N.Y.).” 







 (b) Section 4 of the SGN RSA is hereby amended and restated in its entirety to read as
follows: 
 “Within one (1) Business Day of executing this Agreement, each Consenting SGN Creditor shall sign the applicable
instruction letter attached hereto as Exhibit B affirmatively instructing the Trustee to (i) execute and file the stipulation attached to such instruction letter, which seeks to mutually stay the prosecution the Wilmington Trust Case,
(ii) discontinue without prejudice the prosecution of the Wilmington Trust Case (and, for the avoidance of doubt, shall not direct the Trustee to prosecute the Wilmington Trust Case during the term of this Agreement, other than to assert claims
or causes of action that may be subject to a statute of limitations or similar defense and are not subject to a tolling agreement reasonably satisfactory to the Consenting SGN Creditors, the Trustee, and CEC), and (iii) in the event the 105
Injunction Order is not in effect, and the stay sought pursuant to this Section 4 is not granted with respect to the Wilmington Trust Case, direct the Trustee, along with CEC, to execute and file stipulations voluntarily withdrawing the
pending cross-motions for summary judgment in the Wilmington Trust Case without prejudice, provided, however, that the direction letter shall make clear that, with respect to this subsection (iii), the Trustee shall not be obligated to
withdraw without prejudice its motion for summary judgment unless and until the date and time upon which CEC may terminate this Agreement pursuant to Section 11(l) has expired, and unless and until BOKF and CEC have already successfully
withdrawn their respective pending motions for summary judgment in each of the Caesars Cases (or such case in Delaware is stayed).” 

(c) Section 5(a)(vii) of the SGN RSA is hereby amended and restated in its entirety to read as follows: 

“(vii) All SGN Fees and Expenses incurred prior to the date that this Amendment is effective shall be paid in cash in full by the Company
on the earlier of (A) the entry of a final order of the Bankruptcy Court allowing the Company to pay such fees and expenses or (B) the Effective Date, subject to a final order of the Bankruptcy Court; provided that if the Company,
after good faith efforts, cannot receive a final order from the Bankruptcy Court authorizing such payment, and has not made such payment, by November 30, 2016, CEC shall pay such fees and expenses in cash in full on December 1, 2016;”

 (d) Section 8 of the SGN RSA is hereby amended and restated to include the following proviso at the end of the intro paragraph: 

“, provided, that, for the avoidance of doubt, any decision in the Caesars Cases or in Marblegate Asset Mgmt. v. Educ. Mgmt.
Corp., 75 F. Supp. 3d 592, 614 (S.D.N.Y. 2014), presently on appeal to the Second Circuit Court of Appeals (Docket Nos. 15-2124-cv, 15-2141-cv) or any
legislative change to the Trust Indenture Act of 1939 shall not give rise to a Creditor Termination Event.” 
 (e) Section 10 of
the SGN RSA is hereby amended and restated to include the following proviso at the end of the intro paragraph: 
 “, provided,
that, for the avoidance of doubt, any decision in the Caesars Cases or in Marblegate Asset Mgmt. v. Educ. Mgmt. Corp., 75 F. Supp. 3d 592, 614 (S.D.N.Y. 2014), presently on appeal to the Second Circuit Court of Appeals (Docket Nos. 15-2124-cv, 15-2141-cv) or any legislative change to the Trust Indenture Act of 1939 shall not give rise to a Company Termination Event.” 







 (f) Section 11 of the SGN RSA is hereby amended and restated to include the following
proviso at the end of the intro paragraph: 
 “, provided, that, for the avoidance of doubt, any decision in the Caesars Cases
or in Marblegate Asset Mgmt. v. Educ. Mgmt. Corp., 75 F. Supp. 3d 592, 614 (S.D.N.Y. 2014), presently on appeal to the Second Circuit Court of Appeals (Docket
Nos. 15-2124-cv, 15-2141-cv) or any legislative change to the Trust Indenture Act of 1939 shall not give rise to a CEC Termination Event.” 

(g) Section 11(l) of the SGN RSA is hereby amended and restated in its entirety to read as follows: 

“(l) a 105 Injunction Order as to the Caesars Cases, including for the avoidance of doubt the Trilogy Case, is not in full force and
effect; provided, that CEC may only terminate this Agreement pursuant to this Section 11(l) no later than 18 hours prior to the scheduled commencement date and time of any hearing on the motions for summary judgment in the
Caesars Cases; or” 
 (h) Section 11(j) of the SGN RSA is hereby amended and restated in its entirety as follows: 

“(j) if (i) a 105 Injunction Order as to the Wilmington Trust Case is not in full force and effect, (ii) a stay of the
Wilmington Trust Case pursuant to Section 4 herein is not in full force and effect prior to the commencement of any hearing on a motion for summary judgment in the Caesars Cases, (iii) BOKF and CEC have each already successfully
withdrawn their respective pending motions for summary judgment in each of the Caesars Cases (or such case in Delaware is stayed), (iv) CEC has not executed its termination right pursuant to section 11(l), and (v) the Trustee has not prior
to the commencement of any hearing on a motion for summary judgment in the Caesars Cases, withdrawn without prejudice its pending motion for summary judgment in the Wilmington Trust Case, provided, however, that CEC may only terminate
the Agreement pursuant to this Section 11(j) prior to the commencement of any hearing on any pending motion for summary judgment in any of the Caesars Cases.” 

(i) The economic terms set forth in the Restructuring Term Sheet are modified to reflect the Consensual Deal Term Sheet attached hereto as
Exhibit A, which terms are to be reflected in an amended Plan to be promptly filed by the Company in accordance with Section 5(a)(viii) of the SGN RSA. 

Section 2. Ratification  

Except as specifically provided for in this Amendment, no waivers, releases, changes, amendments, or other modifications have been made on or
prior to the date hereof or are being made to the terms of the SGN RSA and the Restructuring Term Sheet and the rights and obligations of the parties thereunder, all of which such terms are hereby ratified and confirmed and remain in full force and
effect.  







 Section 3. Effectiveness 

This Amendment shall become effective and binding on the Parties on the date counterpart signatures to this Amendment shall have been executed
by (a) the Company, (b) CEC, and (c) the Requisite Consenting SGN Creditors. 
 Section 4. Headings 

Titles and headings in this Amendment are inserted for convenience of reference only and are not intended to affect the interpretation or
construction of the Amendment. 
 Section 5. Execution of Agreement 

This Amendment may be executed in counterparts, and by the different Parties hereto on separate counterparts, each of which when executed and
delivered shall constitute an original. Delivery of an executed counterpart by facsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart. 

Section 6. Governing Law; Jurisdiction; Selection of Forum; Waiver of Trial By Jury 

THIS AMENDMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Amendment in the
Bankruptcy Court, and solely in connection with claims arising under this Amendment (a) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court, (b) waives any objection to laying venue in any such action or proceeding in
the Bankruptcy Court, and (c) waives any objection that the Bankruptcy Court is an inconvenient forum or does not have jurisdiction over any Party hereto. Each Party hereto irrevocably waives any and all right to trial by jury in any legal
proceeding arising out of or relating to this Amendment or the transactions contemplated hereby. 
 [Signature Pages Follow] 







 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

  

			
	CAESARS ENTERTAINMENT OPERATING COMPANY, INC., on behalf of itself and each of the debtors in the Chapter 11 Cases
		
	By:	 	 /s/ Randall S. Eisenberg

		 	Name: Randall S. Eisenberg
		 	Title:   Chief Restructuring Officer
	
	CAESARS ENTERTAINMENT CORPORATION
		
	By:	 	 /s/ Eric Hession

		 	Name: Eric Hession
		 	Title:   CFO









 Exhibit A 

Consensual Deal Term Sheet 

  
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 Exhibit B 

Direction Letter 

  
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 Instruction Letter for 10.75% Senior Unsecured Notes due 2016 

Wilmington Trust, National Association 
 1100 North Market
Street, Rodney Square North 
 Wilmington, DE 19801 
 Telephone:
(302) 651-8541 
 Facsimile: (302) [            ] 

Attn: [                    ] 

Reference is made to the Indenture, February 1, 2008, among CEOC, subsidiary Note Guarantors2
thereto, and the Trustee, providing for the issuance of 10.75% Senior Notes due 2016 (the “Notes”), as amended, amended and restated, supplemented, or otherwise modified from time to time (the “Indenture”). Pursuant
to Section 6.05 of the Indenture, the undersigned, constituting holders (collectively, the “Majority Holders”) of a majority in principal amount of outstanding Notes, hereby direct you, solely in your capacity as successor
trustee under the Indenture (solely in such capacity, “you”): (a) to execute and file a stipulation substantially in the form of the stipulation annexed as an exhibit hereto (the “Stipulation”) providing for a
stay of the prosecution of the case titled Wilmington Trust, National Association, solely in its capacity as successor Indenture Trustee for the 10.75% Notes due 2016 v. Caesars Entertainment Corporation, Case No. 15-cv-08280
(S.D.N.Y.) (the Wilmington Trust Case”); (b) to discontinue the prosecution of the Wilmington Trust Case, except as may be necessary or appropriate to seek approval of the Stipulation or to assert claims or causes of action that may
be subject to a statute of limitations or similar defense and are not subject to a tolling agreement reasonably satisfactory to you, holders of a majority in principal amount of outstanding Notes, and the defendants in the Wilmington Trust Case; and
(c) to the extent (i) a 105(a) Injunction Order is not in effect, (ii) the stay described in subsection (a) above has not been granted, (iii) CEC has not exercised its right to terminate the SGN RSA pursuant to section 11(l)
thereof, and (iv) each of BOKF and CEC have successfully withdrawn without prejudice their respective pending motions for summary judgment in each of the Caesars Cases (or such case in Delaware is stayed), then at that point you shall also
withdraw without prejudice your motion for summary judgment in the Wilmington Trust Cases. 
 Certain, but not all, of the Majority Holders that are
signatories below may have previously provided directions (the “Previous Directions”) to you regarding, inter alia, prosecution of the Wilmington Trust Case. For the sake of clarity, the directions stated in this letter, upon
delivery to you by the Majority Holders, shall constitute additional directions to you. In addition, this letter shall constitute a revocation of any Previous Directions given to you pursuant to any other direction letter or agreement, to the
fullest extent the directions herein are inconsistent therewith. 
 Each undersigned holder hereby represents, warrants and certifies that, as of the date
hereof, (i) such holder is either (A) the sole beneficial owner of the principal amount of Notes set forth below its signature hereto, or (B) has sole investment or voting discretion with respect to the principal amount of Notes set
forth below its signature hereto and has the power and authority to bind the beneficial owner(s) of such Notes to the terms of this letter, (ii) such holder has full power and authority to act on behalf of, vote, and consent to matters
concerning such Notes, (iii)
  

	2 	 Capitalized terms not defined herein shall have the meanings ascribed to them in the Indenture, unless otherwise
indicated. 



  
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this letter has been duly authorized, executed and delivered by an authorized officer or director thereof, and (iv) the Trustee has not provided any advice to such holder regarding this
letter or any direction contained herein. 
 This letter may be executed in one or more counterparts, each of which, when so executed, shall constitute the
same instrument and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf). 

[SIGNATURE PAGES FOLLOW] 

  
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		 	Directing Noteholder
				
		 	                                   
                     ,	 		 	


							
				
	    	 	By:	 	  
	 	
		 		 	Name:	 	
		 		 	Title:	 	


									
					
	    	 	Address:	 		 	  
	 	
		 		 		 	  
	 	
		 		 		 	  
	 	
			
		 	Principal Amount of Notes held:	 	
			
		 	($)                                   
                     	 	


  
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 UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 
  

					
	 WILMINGTON TRUST, NATIONAL

ASSOCIATION, solely in its capacity as successor Indenture Trustee for the 10.75% Notes due 2016,

 
 Plaintiff,

 
 v.

 
 CAESARS ENTERTAINMENT CORPORATION,

 
 Defendant,

 
	  	)
 )
 )

)
 )

)
 )

)
 )

)
 )

)
	  	 Case No. 1:15-cv-08280-JSR
  

 
  
  

 
  
  

 


 STIPULATION AND [PROPOSED] ORDER 

WHEREAS, Plaintiff Wilmington Trust, National Association in its capacity as successor Indenture Trustee for the Notes
(“Wilmington Trust”) brings this action on behalf of the holders (the “Noteholders”) of Caesars Entertainment Operating Company’s (“CEOC”) 10.75% Senior Unsecured Notes due 2016 (the “Notes”),; 

WHEREAS, on [            ], 2016, Defendant Caesars Entertainment
Corporation (“CEC”), CEOC, and certain Noteholders collectively holding in excess of 50.1% of the outstanding Notes entered into a Restructuring Support and Forbearance Agreement (“RSA”) respecting CEOC’s indebtedness on the
Notes; 
 WHEREAS, pursuant to the RSA, the Noteholders have directed Wilmington Trust to seek a stay of this action brought on their
behalf; 
 WHEREAS, CEC agrees that a stay of this action is appropriate; 

WILMINGTON TRUST AND CEC HEREBY STIPULATE, by and through their respective attorneys of record, subject to Court approval, that this
action shall be stayed 

  
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until further agreement of the parties to this action or Order of the Court; provided, however, that Wilmington Trust shall not be stayed from asserting claims or causes of action that may
be subject to a statute of limitations or similar defense and are not subject to a tolling agreement reasonably satisfactory to Wilmington Trust, CEC, and the Consenting SGN Creditors (as defined in the RSA). 

[Signature Pages Follow] 

  
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 Dated:  New York, New York 

[            ], 2016 

 

							
		 	 	  	 WHITE & CASE LLP
  

J. Christopher Shore
 Harrison L. Denman

White & Case LLP
 1155 Avenue of the Americas

New York, NY 10036
 Telephone: (212) 819-8200

Facsimile: (212) 354-8113
  

-and-
  

Thomas E Lauria
 Jason Zakia

White & Case LLP
 Southeast Financial Center, Suite
4900
 200 South Biscayne Blvd.
 Miami, FL 33131

Telephone: (305) 371-2700
 Facsimile: (305) 358-5744

 
 -and-
  

PRYOR CASHMAN LLP
  

Seth H. Lieberman
 Patrick Sibley

Pryor Cashman LLP
 7 Times Square

New York, NY 10036
 Telephone: (212) 421-4100

Facsimile: (212) 326-0806
	  	
			
		 		  	Attorneys for Plaintiff Wilmington Trust, National Association, solely in its capacity as successor Indenture Trustee under the Indenture


  
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		 		  	 PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

 

By:                         
                                         
               
 Lewis R. Clayton (lclayton@paulweiss.com)

Michael E. Gertzman (mgertzman@paulweiss.com)

Jonathan H. Hurwitz (jhurwitz@paulweiss.com)
 1285
Avenue of the Americas
 New York, New York 10019-6064
 Tel:
(212) 373-3000
 Fax: (212) 757-3990
  

-and-
  

FRIEDMAN KAPLAN SEILER & ADELMAN LLP
  

Eric Seiler (eseiler@fklaw.com)
 Philippe Adler
(padler@fklaw.com)
 Jason C. Rubinstein (jrubinstein@fklaw.com)

7 Times Square
 New York, NY 10036-6516

Tel: (212) 833-1100
 Fax: (212) 833-1250

 
 Attorneys for Defendant Caesars Entertainment Corporation


 IT IS SO ORDERED this      day of
            , 2016 
  

                          
                                       

Hon. Jed S. Rakoff, U.S.D.J. 

  
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