CAESARS ENTERTAINMENT, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

2029 Notes Supplemental Indenture

On October 4, 2022, Caesars Entertainment, Inc. (the "Company"), U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Notes Trustee"), and the subsidiary guarantors party thereto entered into the First Supplemental Indenture, dated as of October 4, 2022 (the "Supplemental Indenture"), to the indenture, dated as of September 24, 2021 (the "2029 Notes Indenture"), executed and delivered by the Company and the subsidiary guarantors party thereto to the Notes Trustee. The Supplemental Indenture, among other things, gives effect to typographical corrections to the 2029 Notes Indenture relating to the Company's covenants governing the incurrence of indebtedness and the making of restricted payments.

A copy of the Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Term A Loan and Revolving Credit Facility

On October 5, 2022, the Company entered into a Third Amendment to Credit Agreement (the "Third Amendment"), which amends that certain Credit Agreement, dated as of July 20, 2020 (as amended, restated, supplemented, waived or otherwise modified from time to time, the "Credit Agreement"), among the Company, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and U.S. Bank National Association, as collateral agent, pursuant to which the Company (a) incurred a senior secured term loan in an aggregate principal amount of $750.0 million (the "Term A Loan") as a new term loan under the Credit Agreement, (b) amended and extended its existing senior secured revolving credit facility under the Credit Agreement (the "Revolving Credit Facility" and, together with the Term A Loan, the "Senior Credit Facilities"), (c) increased the aggregate principal amount of the Revolving Credit Facility to $2,250.0 million and (d) made certain other amendments to the Credit Agreement. Concurrently with the closing of the Senior Credit Facilities, the Company retired Caesars Resort Collection, LLC's ("CRC") existing revolving credit facility and used the proceeds of the Term A Loan to prepay $750.0 million of CRC's existing term B loans due 2024.

The Senior Credit Facilities mature on January 31, 2028, subject to a springing maturity 91 days prior to the maturity date of certain long-term indebtedness of the Company and its subsidiaries if, on the date that is 91 days prior to the maturity of such other long-term indebtedness of the Company or its subsidiaries, the applicable long-term indebtedness remains outstanding. The Revolving Credit Facility includes a letter of credit sub-facility of $388.0 million (which is a part of and not in addition to the Revolving Credit Facility). The Term A Loan requires scheduled quarterly amortization payments in amounts equal to 1.25% of the original aggregate principal amount of the Term A Loan, with the balance payable at maturity. The Company may make voluntary prepayments of the Term A Loan at any time prior to maturity at par.

Borrowings under the Senior Credit Facilities bear interest at a rate equal to, at the Company's option, either (a) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period plus an adjustment of 0.10% per annum ("Adjusted Term SOFR"), subject to a floor of 0% or (b) a base rate (the "Base Rate") determined by reference to the highest of (i) the rate of interest per annum last quoted by The Wall Street Journal as the "Prime Rate" in the United States, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month Adjusted Term SOFR plus 1.00% per annum, in each case, plus an applicable margin. Such applicable margin is 2.25% per annum in the case of any Adjusted Term SOFR loan and 1.25% per annum in the case of any Base Rate loan, subject to three 0.25% step-downs based on the Company's net total leverage ratio. In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Credit Facility a commitment fee in respect of any unused commitments under the Revolving Credit Facility in the amount of 0.35% of the principal amount of the unused commitments of such lender, subject to three 0.05% step-downs based on the Company's net total leverage ratio.

The Senior Credit Facilities are guaranteed by the material, domestic wholly-owned subsidiaries of the Company (subject to exceptions, which exceptions include CRC and its subsidiaries), and are secured by a pledge (and, with respect to real property, mortgage) of substantially all of the existing and future property and assets of the Company and the guarantors (subject to exceptions), including a pledge of the capital stock of the domestic subsidiaries held by the Company and the guarantors and 65% of the capital stock of the first-tier foreign subsidiaries held by the Company and the guarantors, in each case subject to exceptions. The Senior Credit Facilities are subject to customary mandatory prepayment provisions, covenants and events of default, including financial maintenance covenants requiring the Company to comply as of the last day of each fiscal quarter with (x) a maximum net total leverage ratio of 7.25x, stepping down to 6.50x on December 31, 2024 and (y) a minimum cash interest coverage ratio of 1.75x, stepping up to 2.00x on December 31, 2024; provided that, from and after the repayment in full of the Term A Loan, such financial maintenance covenants will be applicable solely to the extent that the Testing Condition (which is defined in the Credit Agreement as 25% utilization of the Revolving Credit Facility (excluding certain letters of credit)) is satisfied and excluding any period in which a Covenant Suspension Period (as defined in the Credit Agreement) is occurring.

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A copy of the Third Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.                                    Description

 4.1          First Supplemental Indenture, dated as of October 4, 2022, among
            Caesars Entertainment, Inc., the subsidiary guarantors party thereto
            and U.S. Bank Trust Company, National Association, as trustee

10.1*         Third Amendment to Credit Agreement, dated as of October 5, 2022, by
            and among Caesars Entertainment, Inc., the subsidiary guarantors party
            thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as
            administrative agent

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The

Company agrees to furnish supplementally to the SEC a copy of any omitted

schedule upon request by the SEC.

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