EX-4.6 3 exhibit46-8125seniornotesd.htm EX-4.6
Exhibit 4.6
FOURTH SUPPLEMENTAL INDENTURE
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 23, 2024, among the entities listed in Schedule A hereto (each, a “New Guarantor”), CAESARS ENTERTAINMENT, INC., a Delaware corporation (the “Issuer”), the other Subsidiary Guarantors (as defined in the Indenture referred to herein), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (as successor-in-interest to U.S. Bank National Association, and in such capacity, the “Trustee”).
W I T N E S S E T H :
WHEREAS, the Colt Merger Sub, Inc. (predecessor to the Issuer) (the “Escrow Issuer”) has heretofore executed and delivered to the Trustee an indenture, dated as of July 6, 2020, providing for the issuance of 8.125% Senior Notes due 2027 (the “Notes”), initially in the aggregate principal amount of $1,800,000,000, as supplemented by that certain supplemental indenture, dated as of July 20, 2020, by and among the Escrow Issuer, the Issuer (f/k/a Eldorado Resorts, Inc.), the Subsidiary Guarantors party thereto, and the Trustee, pursuant to which the Issuer assumed the Escrow Issuer’s obligations under the Notes and the Indenture, and the Subsidiary Guarantors became party thereto, that certain supplemental indenture dated as of June 4, 2021, by and among the Issuer, the Subsidiary Guarantors party thereto, and the Trustee, and that certain supplemental indenture dated as of November 3, 2023, by and among the Issuer, the Subsidiary Guarantors party thereto, and the Trustee (as further amended, supplemented or otherwise modified, the “Indenture”);
WHEREAS, Section 4.11 of the Indenture provides that under certain circumstances the Issuer is required to cause each New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which each New Guarantor shall unconditionally guarantee all the Issuer’s 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 Issuer and the Subsidiary Guarantors, if any, are authorized to execute and deliver this Supplemental Indenture without the consent of the holders.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each New Guarantor, the Issuer, 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.
2.Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all existing guarantors (if any), to unconditionally guarantee the Issuer’s 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. From and after the date hereof, all references in the Indenture to the “Subsidiary Guarantors” shall include the New Guarantors.
3.Notices. All notices or other communications to each New Guarantor shall be given at the following address: Caesars Entertainment, Inc., 100 West Liberty Street, 12 th Floor, Reno, Nevada 89501, Facsimile: (775) 337-9218 Attn: Chief Financial Officer.
4.Execution and Delivery. Each New Guarantor agrees that its Note Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee.
5.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.
6.Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
7.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in any New Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of any New Guarantor under the Notes or the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
8.Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9.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.
10.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Signature Pages Follow]

IN WITNESS WHEREOF, the part ies hereto have caused this Supplemental Indenture to be duly exec uted as of the date fir s t above written.
CAESARS ENTERTAINMENT, INC.,
as Issuer
By: /s/ Edmund L. Quatmann, Jr.
Name: Edmund L. Quatmann, Jr.
Title: Executive Vice President, Chief Legal Officer and Secretary
[Signature Page to Fourth Supplemental Indenture – CEI 8.125% Senior Notes due 2027]

AMERICAN WAGERING, INC.
AWI GAMING, INC.
AWI MANUFACTURING, INC.
AZTAR RIVERBOAT HOLDING COMPANY, LLC
BLACK HAWK HOLDINGS, L.L.C.
BRANDYWINE BOOKMAKING LLC
BW SUB CO.
CAESARS CONVENTION CENTER OWNER, LLC
CAESARS DUBAI, LLC
CAESARS GROWTH PARTNERS, LLC
CAESARS HOLDINGS, INC.
CAESARS HOSPITALITY, LLC
CAESARS INTERNATIONAL HOSPITALITY, LLC
CAESARS PARLAY HOLDING, LLC
CCR NEWCO, LLC
CCSC/BLACKHAWK, INC.
CIE GROWTH, LLC
CIRCUS AND ELDORADO JOINT VENTURE, LLC
COMPUTERIZED BOOKMAKING SYSTEMS, INC.
CRS ANNEX, LLC
DIGITAL HOLDCO LLC
EASTSIDE CONVENTION CENTER, LLC
ELDO FIT, LLC
ELDORADO HOLDCO LLC
ELDORADO LIMITED LIABILITY COMPANY
ELDORADO SHREVEPORT #1, LLC
ELDORADO SHREVEPORT #2, LLC
ELGIN HOLDINGS I LLC
ELGIN HOLDINGS II LLC
ELGIN RIVERBOAT RESORT–RIVERBOAT CASINO
GB INVESTOR, LLC,
as a Subsidiary Guarantor
By: /s/ Bret Yunker
Name: Bret Yunker
Title: Chief Financial Officer
[Signature Page to Fourth Supplemental Indenture – CEI 8.125% Senior Notes due 2027]

IC HOLDINGS COLORADO, INC.
IOC - BLACK HAWK DISTRIBUTION COMPANY, LLC
IOC - BOONVILLE, INC.
IOC - LULA, INC.
IOC BLACK HAWK COUNTY, INC.
IOC HOLDINGS, L.L.C.
IOC-VICKSBURG, INC.
IOC-VICKSBURG, L.L.C.
ISLE OF CAPRI BETTENDORF, L.C.
ISLE OF CAPRI BLACK HAWK, L.L.C.
ISLE OF CAPRI CASINOS LLC
LIGHTHOUSE POINT, LLC
MTR GAMING GROUP, INC.
NEW JAZZ ENTERPRISES, L.L.C.
OLD PID, INC.
POMPANO PARK HOLDINGS, L.L.C.
PPI DEVELOPMENT HOLDINGS LLC
PPI DEVELOPMENT LLC
PPI, INC.
ROMULUS RISK AND INSURANCE COMPANY, INC.
SCIOTO DOWNS, INC.
ST. CHARLES GAMING COMPANY, L.L.C.
TEI (ES), LLC
TEI (ST. LOUIS RE), LLC
TEI (STLH), LLC
TROPICANA ENTERTAINMENT INC.
TROPICANA LAUGHLIN, LLC
TROPICANA ST. LOUIS LLC
VEGAS DEVELOPMENT LAND OWNER LLC
WH NV III, LLC
WILLIAM HILL DFSB, INC.
WILLIAM HILL NEVADA I
WILLIAM HILL NEVADA II
WILLIAM HILL NEW JERSEY, INC.
WILLIAM HILL U.S. HOLDCO, INC.,
as a Subsidiary Guarantor
By: /s/ Bret Yunker
Name: Bret Yunker
Title: Chief Financial Officer
[Signature Page to Fourth Supplemental Indenture – CEI 8.125% Senior Notes due 2027]

TROPICANA ATLANTIC CITY CORP.
CAESARS INTERACTIVE ENTERTAINMENT NEW JERSEY, LLC
BALLY’S PARK PLACE LLC
BOARDWALK REGENCY LLC
HARRAH’S ATLANTIC CITY OPERATING COMPANY,
LLC
as a Subsidiary Guarantor
By: /s/ Edmund L. Quatmann, Jr.
Name: Edmund L. Quatmann, Jr.
Title: Secretary
[Signature Page to Fourth Supplemental Indenture – CEI 8.125% Senior Notes due 2027]

3535 LV CORP.
3535 LV NEWCO, LLC
AC CONFERENCE NEWCO., LLC
BENCO LLC
BL DEVELOPMENT LLC
BV MANAGER, LLC
CAESARS GROWTH BALLY’S LV, LLC
CAESARS GROWTH CROMWELL, LLC
CAESARS GROWTH HARRAH’S NEW ORLEANS, LLC
CAESARS GROWTH PH FEE, LLC
CAESARS GROWTH PH, LLC
CAESARS GROWTH QUAD, LLC
CAESARS NEVADA NEWCO LLC
CAESARS NEW JERSEY LLC
CAESARS OCTAVIUS, LLC
CAESARS PALACE LLC
CAESARS PALACE REALTY LLC
CAESARS RESORT COLLECTION, LLC
CAESARS TREX, INC.
CAESARS WORLD LLC
CAESARS WORLD MARKETING LLC
CALIFORNIA CLEARING CORPORATION
CASINO COMPUTER PROGRAMMING, INC.
CENTAUR ACQUISITION, LLC
CENTAUR COLORADO, LLC
CENTAUR HOLDINGS, LLC
CEOC, LLC
CHESTER DOWNS AND MARINA, LLC
CHESTER FACILITY HOLDING COMPANY, LLC
CORNER INVESTMENT COMPANY, LLC
CRC FINCO, INC.
DESERT PALACE LLC
FLAMINGO LAS VEGAS OPERATING COMPANY, LLC
GRAND CASINOS OF BILOXI, LLC
GRAND CASINOS, INC.,
as a New Guarantor
By: /s/ Edmund L. Quatmann, Jr.__________
Name: Edmund L. Quatmann, Jr.
Title: Executive Vice President, Chief Legal Officer and Secretary
[Signature Page to Fourth Supplemental Indenture – CEI 8.125% Senior Notes due 2027]

HARRAH SOUTH SHORE CORPORATION
HARRAH’S ARIZONA CORPORATION
HARRAH’S ATLANTIC CITY PROPCO, LLC
HARRAH’S CHESTER DOWNS INVESTMENT COMPANY, LLC
HARRAH’S CHESTER DOWNS MANAGEMENT COMPANY, LLC
HARRAH’S ILLINOIS LLC
HARRAH’S INTERACTIVE INVESTMENT COMPANY
HARRAH’S IOWA ARENA MANAGEMENT, LLC
HARRAH’S LAS VEGAS, LLC
HARRAH’S LAUGHLIN, LLC
HARRAH’S MANAGEMENT COMPANY
HARRAH’S NC CASINO COMPANY, LLC
HARRAH’S NEBRASKA, LLC
HARRAH’S NEW ORLEANS MANAGEMENT COMPANY LLC
HARRAH’S NORTH KANSAS CITY LLC
HARRAH’S OKLAHOMA, LLC
HARRAH’S SHREVEPORT/BOSSIER CITY INVESTMENT COMPANY, LLC
HARVEYS BR MANAGEMENT COMPANY, INC.
HARVEYS IOWA MANAGEMENT COMPANY LLC
HARVEYS TAHOE MANAGEMENT COMPANY LLC
HBR REALTY COMPANY LLC
HCAL, LLC
HOLE IN THE WALL, LLC
HOOSIER PARK, LLC
HORSESHOE ENTERTAINMENT
HORSESHOE GAMING HOLDING, LLC
HORSESHOE GP, LLC
HORSESHOE HAMMOND, LLC
HP DINING & ENTERTAINMENT II, LLC
HP DINING & ENTERTAINMENT, LLC
HTM HOLDING LLC
as a New Guarantor
By: /s/ Edmund L. Quatmann, Jr.__________
Name: Edmund L. Quatmann, Jr.
Title: Executive Vice President, Chief Legal Officer and
Secretary
[Signature Page to Fourth Supplemental Indenture – CEI 8.125% Senior Notes due 2027]

JAZZ CASINO COMPANY, L.L.C.
JCC FULTON DEVELOPMENT, L.L.C.
JCC HOLDING COMPANY II LLC
LAUNDRY NEWCO, LLC
LINQCUP, LLC
NEW CENTAUR, LLC
NEW GAMING CAPITAL PARTNERSHIP, A NEVADA LIMITED PARTNERSHIP
NEW ROBINSON PROPERTY GROUP LLC
OS HOLDCO, LLC
PARBALL LLC
PARBALL NEWCO, LLC
PARIS LAS VEGAS OPERATING COMPANY, LLC
PHW MANAGER, LLC
PHWCUP, LLC
PHWLV, LLC
PIER AT CAESARS LLC
PLAYERS HOLDING, LLC
PLAYERS INTERNATIONAL, LLC
RIO PROPERTIES, LLC
ROBINSON PROPERTY GROUP LLC
ROMAN HOLDING COMPANY OF INDIANA LLC
SHOWBOAT ATLANTIC CITY OPERATING COMPANY, LLC
SOUTHERN ILLINOIS RIVERBOAT/CASINO CRUISES LLC
TUNICA ROADHOUSE LLC
as a New Guarantor
By:/s/ Edmund L. Quatmann, Jr._____________
Name: Edmund L. Quatmann, Jr.
Title: Executive Vice President, Chief Legal Officer and Secretary
IPB SERVICES, LLC,
as a New Guarantor
By: CEOC, LLC, its sole member
By: /s/ Edmund L. Quatmann, Jr.
Name: Edmund L. Quatmann, Jr.
Title: Secretary
[Signature Page to Fourth Supplemental Indenture – CEI 8.125% Senior Notes due 2027]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Laurel Casasanta
Name: Laurel Casasanta
Title: Vice President
[Signature Page to Fourth Supplemental Indenture – CEI 8.125% Senior Notes due 2027]

[Signature Page to S uppl eme ntal Indentur e]

SCHEDULE A
New Guarantors

Legal Name | Jurisdiction of Organization
3535 LV Corp. | Nevada
3535 LV NewCo, LLC | Delaware
AC Conference NewCo., LLC | Delaware
Bally’s Park Place LLC | New Jersey
Benco LLC | Nevada
BL Development LLC | Minnesota
Boardwalk Regency LLC | New Jersey
BV Manager, LLC | Delaware
Caesars Growth Bally’s LV, LLC | Delaware
Caesars Growth Cromwell, LLC | Delaware
Caesars Growth Harrah’s New Orleans, LLC | Delaware
Caesars Growth PH Fee, LLC | Delaware
Caesars Growth PH, LLC | Delaware
Caesars Growth Quad, LLC | Delaware
Caesars Nevada Newco LLC | Nevada
Caesars New Jersey LLC | New Jersey
CAESARS OCTAVIUS, LLC | Delaware
Caesars Palace LLC | Delaware
Caesars Palace Realty LLC | Nevada
Caesars Resort Collection, LLC | Delaware
CAESARS TREX, INC. | Delaware
Caesars World LLC | Florida
Caesars World Marketing LLC | New Jersey
CALIFORNIA CLEARING CORPORATION | California
Casino Computer Programming, Inc. | Indiana
CENTAUR ACQUISITION, LLC | Indiana
Centaur Colorado, LLC | Delaware
Centaur Holdings, LLC | Delaware
CEOC, LLC | Delaware
Chester Downs and Marina, LLC | Pennsylvania
Chester Facility Holding Company, LLC | Delaware
Corner Investment Company, LLC | Nevada
CRC Finco, Inc. | Delaware
Desert Palace LLC | Nevada
Flamingo Las Vegas Operating Company, LLC | Nevada
Grand Casinos of Biloxi, LLC | Minnesota
Grand Casinos, Inc. | Minnesota
HARRAH SOUTH SHORE CORPORATION | California
HARRAH’S ARIZONA CORPORATION | Nevada
Harrah’s Atlantic City Operating Company, LLC | New Jersey

Harrah’s Atlantic City Propco, LLC | Delaware
Harrah’s Chester Downs Investment Company, LLC | Delaware
Harrah’s Chester Downs Management Company, LLC | Nevada
Harrah’s Illinois LLC | Nevada
HARRAH’S INTERACTIVE INVESTMENT COMPANY | Nevada
Harrah’s Iowa Arena Management, LLC | Delaware
Harrah’s Las Vegas, LLC | Nevada
Harrah’s Laughlin, LLC | Nevada
Harrah’s Management Company | Nevada
HARRAH’S NC Casino Company, LLC | North Carolina
Harrah’s Nebraska, LLC | Delaware
Harrah’s New Orleans Management Company LLC | Nevada
Harrah’s North Kansas City LLC | Missouri
Harrah’s Oklahoma, LLC | Delaware
Harrah’s Shreveport/Bossier City Investment Company, LLC | Delaware
HARVEYS BR MANAGEMENT COMPANY, INC. | Nevada
Harveys Iowa Management Company LLC | Nevada
Harveys Tahoe Management Company LLC | Nevada
HBR Realty Company LLC | Nevada
HCAL, LLC | Nevada
Hole in the Wall, LLC | Nevada
Hoosier Park, LLC | Indiana
HORSESHOE ENTERTAINMENT | Louisiana
Horseshoe Gaming Holding, LLC | Delaware
Horseshoe GP, LLC | Nevada
Horseshoe Hammond, LLC | Indiana
HP DINING & ENTERTAINMENT II, LLC | Indiana
HP Dining & Entertainment, LLC | Indiana
HTM Holding LLC | Nevada
IPB Services, LLC | Delaware
Jazz Casino Company, L.L.C. | Louisiana
JCC Fulton Development, L.L.C. | Louisiana
JCC Holding Company II LLC | Delaware
Laundry NewCo, LLC | Delaware
LINQCUP, LLC | Delaware
New Centaur, LLC | Delaware
New Gaming Capital Partnership, a Nevada Limited Partnership | Nevada
New Robinson Property Group LLC | Delaware
OS Holdco, LLC | Nevada
Parball LLC | Nevada

A-2

Parball NewCo, LLC | Delaware
Paris Las Vegas Operating Company, LLC | Nevada
PHW Manager, LLC | Nevada
PHWCUP, LLC | Delaware
PHWLV, LLC | Nevada
Pier at Caesars LLC | New Jersey
Players Holding, LLC | Nevada
Players International, LLC | Nevada
Rio Properties, LLC | Nevada
Robinson Property Group LLC | Mississippi
Roman Holding Company of Indiana LLC | Indiana
Showboat Atlantic City Operating Company, LLC | New Jersey
Southern Illinois Riverboat/Casino Cruises LLC | Illinois
Tunica Roadhouse LLC | Delaware

A-3