Debt



	Final Maturity	Rate(s)	Face Value		Book Value		Book Value
(Dollars in millions)	Final Maturity	December 31, 2013					December 31, 2012
CEOC Debt
Credit Facilities⁽¹⁾
Term Loans B1 - B3	2015	3.24%	$	29.0	$	29.0	$	1,025.8
Term Loan B4	2016	9.50%	959.8		948.1		954.5
Term Loan B5	2018	4.49%	991.9		989.3		1,218.8
Term Loan B6⁽⁵⁾	2018	5.49%	2,431.9		2,399.9		2,812.6
Secured Debt
Senior Secured Notes⁽¹⁾	2017	11.25%	2,095.0		2,066.4		2,060.2
Senior Secured Notes⁽¹⁾	2020	8.50%	1,250.0		1,250.0		1,250.0
Senior Secured Notes⁽¹⁾	2020	9.00%	3,000.0		2,954.5		1,486.9
Second-Priority Senior Secured Notes⁽¹⁾	2018	12.75%	750.0		743.9		742.9
Second-Priority Senior Secured Notes⁽¹⁾	2018	10.00%	4,528.1		2,433.2		2,260.2
Second-Priority Senior Secured Notes⁽¹⁾	2015	10.00%	214.8		187.7		173.7
Chester Downs Senior Secured Notes	2020	9.25%	330.0		330.0		330.0
Bill's Gamblin' Hall & Saloon ("Bill's") Credit Facility ⁽⁶⁾	2019	11.00%	185.0		179.8		181.4
Capitalized Lease Obligations	to 2017	various	16.7		16.7		27.2
Subsidiary-Guaranteed Debt⁽²⁾
Senior Notes	2016	10.75%	478.6		478.6		478.6
Senior PIK Toggle Notes	2018	10.75%/11.50%	10.9		10.9		9.7
Unsecured Senior Debt⁽¹⁾
5.375%	2013	—	—		—		116.6
7.0%	2013	—	—		—		0.6
5.625%	2015	5.625%	364.4		328.3		306.7
6.5%	2016	6.50%	248.7		212.6		200.9
5.75%	2017	5.75%	147.9		115.0		108.7
Floating Rate Contingent Convertible Senior Notes	2024	0.25%	0.2		0.2		0.2
Other Unsecured Borrowings
Special Improvement District Bonds	2037	5.30%	62.9		62.9		64.3
Other	2016	0.00% - 6.00%	45.9		45.9		—
Total CEOC Debt ⁽⁴⁾			18,141.7		15,782.9		15,810.5



	Final Maturity	Rate(s)	Face Value			Book Value			Book Value
(Dollars in millions)	Final Maturity	December 31, 2013							December 31, 2012
CERP Debt
Secured Debt
CERP Senior Secured Loan⁽³⁾	2020	7.00%	2,500.0			2,449.7			—
CERP First Lien Notes⁽³⁾	2020	8.00%	1,000.0			993.7			—
CERP Second Lien Notes⁽³⁾	2021	11.00%	1,150.0			1,140.8			—
CMBS Financing		—	—			—			4,660.5
LINQ/Octavius Senior Secured Loan		—	—			—			446.5
Capitalized Lease Obligations	to 2017	various	5.4			5.4			8.6
Other Unsecured Borrowings
Other	2016	0.00% - 6.00%	21.3			21.3			—
Total CERP Debt			4,676.7			4,610.9			5,115.6

CGP LLC Debt ⁽⁷⁾
Secured Debt
PHW Las Vegas Senior Secured Loan	2015	3.03%	494.8			456.1			438.2
Baltimore Credit Facility	2020	8.25%	225.0			214.5			—
Capitalized Lease Obligations	to 2017	various	0.1			0.1			0.1
Other Unsecured Borrowings
Other	2014 - 2018	various	51.0			51.0			47.7
Total CGP LLC Debt			770.9			721.7			486.0

Total Debt			23,589.3			21,115.5			21,412.1
Current Portion of Long-Term Debt			(197.1		)	(197.1		)	(879.9		)
Long-Term Debt			$	23,392.2		$	20,918.4		$	20,532.2

____________________


⁽¹⁾	Guaranteed by Caesars Entertainment.


⁽²⁾	Guaranteed by Caesars Entertainment and certain wholly owned subsidiaries of CEOC.


⁽³⁾	Guaranteed by Caesars Entertainment Resort Properties and its subsidiaries.


⁽⁴⁾	$1,146.6 million of debt issued by CEOC is held by other consolidated entities, substantially all of which is held by CGP LLC. Accordingly, such debt is not considered outstanding in the above presentation.


⁽⁵⁾	The Term B-6 Loans have a springing maturity to April 14, 2017 if more than $250.0 million of CEOC's 11.25% senior secured notes due 2017 remain outstanding on April 14, 2017.


⁽⁶⁾	Subsequent to year end, the Company announced the agreement to sell the property to CGP LLC, as part of this transaction, CGP LLC will assume this debt. See Note 24.


⁽⁷⁾	As of December 31, 2013, under the CGP LLC structure, CIE has $39.8 million drawn under a revolver arrangement with Caesars Entertainment. Accordingly, such debt is not considered outstanding in the above presentation.

Annual Maturities of Long-Term Debt



(In millions)	2014		2015			2016			2017			2018			Thereafter		Total
CEOC	$	113.4	$	1,108.5		$	2,084.0		$	2,715.5		$	8,447.1		$	4,819.8	$	19,288.3
Less: CEOC to affiliate ⁽¹⁾	—		(427.3		)	(324.5		)	(390.9		)	(3.9		)	—		(1,146.6		)
CERP	35.9		33.9			31.8			25.0			25.1			4,525.0		4,676.7
CGP LLC	47.8		497.1			2.2			2.2			5.4			216.2		770.9
Total	$	197.1	$	1,212.2		$	1,793.5		$	2,351.8		$	8,473.7		$	9,561.0	$	23,589.3

____________________


⁽¹⁾	Substantially all of these amounts are held by CGP LLC.

As of December 31, 2013 and 2012, book values of debt are presented net of unamortized discounts of $2,473.8 million and $2,691.0 million, respectively.

As of December 31, 2013 and 2012, the Company’s outstanding debt had a fair value of $20,544.1 million and $20,652.8 million, respectively. The fair value of debt has been calculated based on the borrowing rates available as of December 31, 2013, for debt with similar terms and maturities, and based on market quotes of our publicly traded debt. The fair value of our debt is classified within level 1 and level 2 in the fair value hierarchy.

As a result of the restrictions related to CEOC's borrowings, CERP Financing, and on the assets of CGP LLC debt and other arrangements, the amount of restricted net assets of our consolidated subsidiaries and variable interest entities was $3.0 billion and $1.2 billion, as of December 31, 2013 and 2012, respectively.

Current Portion of Long-Term Debt

Current maturities of long-term debt include required interim principal payments on certain term loans under the CEOC senior secured credit facilities, the special improvement district bonds, other unsecured borrowings and capitalized lease obligations. The current portion of long-term debt also includes required principal payments of $43.5 million of CEOC 10.0% second-priority senior secured notes due 2018, $31.6 million of CEOC 10.0% second-priority senior secured notes due 2015, $25.0 million of CERP senior secured Loan, and CIE non-interest bearing convertible promissory notes totaling $47.7 million, under the CGP LLC structure.

The current portion of long-term debt as of December 31, 2012 included $750.0 million of CEOC 9.0% notes issued in December 2012 pending satisfaction of certain escrow conditions. On February 20, 2013, the escrow conditions were satisfied and the debt obligation was reclassified to long-term.

CEOC Debt

CEOC Credit Facilities Activity

In connection with the Acquisition, CEOC entered into the senior secured credit facilities (the "CEOC Credit Facilities"). This financing is neither secured nor guaranteed by Caesars Entertainment’s other direct subsidiaries, including the subsidiaries that own properties that are security for the CERP Financing, as defined below.

During 2012, we (i) extended the maturity of $3,812.3 million B-1, B-2 and B-3 term loans held by consenting lenders from January 28, 2015 to January 28, 2018 and increased the interest rate with respect to such extended term loans (the "Term B-6 Loans"), (ii) converted $457.8 million original maturity revolver commitments held by consenting lenders to Term B-6 Loans and promptly following such conversion, repaid $1,574.3 million of term loans held by any consenting lender, (iii) extended the maturity of $37.2 million original maturity revolver commitments held by consenting lenders who elected not to convert their commitments to term loans from January 28, 2014 to January 28, 2017 and increased the interest rate and the undrawn commitment fee with respect to such extended revolver commitments, and upon the effectiveness of such extension, terminated $798.5 million of revolver commitments and increased the amount of outstanding Term B-6 Loans by $2,853.8 million, and (iv) modified certain other provisions of the CEOC Credit Facilities.

In January and February 2013, CEOC converted $133.9 million aggregate principal amount of original maturity revolver commitments held by consenting lenders to Term B-6 Loans and terminated $133.9 million principal amount of revolving commitments of extending lenders.

In connection with the February 2013 notes offering described in the CEOC Notes section below, CEOC received the requisite lenders’ consent and entered into a bank amendment to the CEOC Credit Facilities to, among other things:


(i)	use the net cash proceeds of the February 2013 notes offering to repay $1,433.3 million of CEOC’s existing term loans as described in the CEOC Notes section below;


(ii)	obtain up to $75.0 million of extended revolving facility commitments with a maturity of January 28, 2017;


(iii)	increase the accordion capacity under the CEOC Credit Facilities by an additional $650.0 million (which may be used to, among other things, establish extended revolving facility commitments under the CEOC Credit Facilities);


(iv)	modify the calculation of the senior secured leverage ratio for purposes of the maintenance test under the CEOC Credit Facilities to exclude the notes issued in February 2013; and


(v)	modify certain other provisions of the CEOC Credit Facilities.

In addition to the foregoing, CEOC may elect to extend and/or convert additional term loans and/or revolver commitments from time to time.

As of December 31, 2013, the CEOC Credit Facilities provide for senior secured financing of up to $4,628.1 million, consisting of (i) senior secured term loan facilities in an aggregate principal amount of $4,412.6 million with $29.0 million maturing on January 28, 2015, $959.8 million maturing on October 31, 2016 (the "Incremental Loans"), and $3,423.8 million maturing on January 28, 2018, (ii) a senior secured revolving credit facility in an aggregate principal amount of up to $215.5 million, with $109.4 million maturing January 28, 2014, and $106.1 million maturing January 28, 2017, including both a letter of credit sub-facility and a swingline loan sub-facility. There were no amounts outstanding under the revolving credit facility at December 31, 2013 and 2012 or during the year ended December 31, 2013. The term loans under the CEOC Credit Facilities require scheduled quarterly payments of $2.5 million, with the balance due at maturity. As of December 31, 2013, $100.5 million of the revolving credit facility was committed to outstanding letters of credit. After consideration of the letter of credit commitments, $115.0 million of additional borrowing capacity was available to the Company under its revolving credit facility as of December 31, 2013. As of March 1, 2014, the facility provided for $106.1 million of borrowing capacity, of which $9.6 million remained as available.

Borrowings under the Credit Facilities, other than borrowings under the Incremental Loans, the Term B-5 Loans and the Term B-6 Loans, bear interest at a rate equal to the then-current LIBOR rate, or at a rate equal to the alternate base rate, in each case plus an applicable margin. As of December 31, 2013, the Credit Facilities, other than borrowings under the Incremental Loans, the Term B-5 Loans and the Term B-6 Loans, bore interest at LIBOR plus 300 basis points for the term loans. The revolver loan bore interest at LIBOR plus 300 basis points or the alternate base rate plus 200 basis points. The swingline loan bore interest at the alternate base rate plus 150 basis points. The extended revolver loan bore interest at LIBOR plus 525 basis points or the alternate base rate plus 425 basis points.

Borrowings under the Incremental Loans bear interest at a rate equal to either the alternate base rate or the greater of (i) the then-current LIBOR rate or (ii) 2.0%; in each case plus an applicable margin. As of December 31, 2013, borrowings under the Incremental Loans bore interest at the minimum base rate of 2.0%, plus 750 basis points.

Borrowings under the Term B-5 Loans bear interest at a rate equal to either the alternate base rate or the then-current LIBOR rate, plus an applicable margin. As of December 31, 2013, borrowings under the Term B-5 Loans bore interest at LIBOR plus 425 basis points.

Borrowings under the Term B-6 Loans bear interest at a rate equal to either the alternate base rate or the then-current LIBOR rate, plus an applicable margin. As of December 31, 2013, borrowings under the Term B-6 Loans bore interest at LIBOR plus 525 basis points.

On a quarterly basis, we are required to pay each lender (i) a commitment fee in respect of any unborrowed amounts under the revolving credit facility and (ii) a letter of credit fee in respect of the aggregate face amount of outstanding letters of credit under the revolving credit facility. As of December 31, 2013, the CEOC Credit Facilities bore a commitment fee for unborrowed amounts of 50 basis points under the revolving credit facility maturing January 28, 2014, and 100 basis points under the revolving credit facility maturing January 28, 2017.

CEOC’s Credit Facilities are guaranteed by Caesars Entertainment and are secured by a pledge of CEOC’s capital stock and by substantially all of the existing and future property and assets of CEOC and its material, wholly owned domestic subsidiaries, including a pledge of the capital stock of CEOC’s material, wholly owned domestic subsidiaries and 65.0% of the capital stock of the first-tier foreign subsidiaries, in each case subject to exceptions. As of December 31, 2013, certain undeveloped land in Las Vegas and the following casino properties have mortgages under the Credit Facilities:



Las Vegas	Atlantic Coast	Other U.S.
Caesars Palace	Bally’s Atlantic City	Harrah’s New Orleans (Hotel Only) ⁽¹⁾
Bally’s Las Vegas ⁽¹⁾	Caesars Atlantic City	Harrah’s Louisiana Downs
The Quad Resort & Casino ⁽¹⁾	Showboat Atlantic City	Horseshoe Bossier City
		Harrah’s Tunica
		Horseshoe Tunica
		Tunica Roadhouse Hotel & Casino
		Harrah’s Council Bluffs
		Horseshoe Council Bluffs/Bluffs Run
		Horseshoe Southern Indiana
		Harrah’s Metropolis
		Horseshoe Hammond
		Harrah’s Reno
		Harrah’s Lake Tahoe
		Harveys Lake Tahoe

⁽¹⁾Subsequent to year end, the Company announced the agreement to sell this property to CGP LLC. See Note 24.

CEOC Notes Activity

In February 2012, CEOC completed the offering of $1,250.0 million aggregate principal amount of 8.5% senior secured notes due 2020. CEOC used $1,095.6 million of the net proceeds from this transaction to repay a portion of the CEOC Credit Facilities in connection with the consummation of the transactions as further discussed in the CEOC Credit Facilities section above.

During the second quarter of 2012, we purchased $5.9 million face value of CEOC 5.75% unsecured senior notes for $3.2 million recognizing a pre-tax gain of $1.0 million, net of deferred finance charges.

In August 2012, CEOC completed the offering of $750.0 million aggregate principal amount of 9% senior secured notes due 2020. CEOC used $478.8 million of the net proceeds from this transaction to repay a portion of the CEOC Credit Facilities in connection with the consummation of the transactions as further discussed in the CEOC Credit Facilities section above.

In December 2012, CEOC completed the offering of $750.0 million aggregate principal amount of 9% senior secured notes due 2020, the proceeds of which were placed into escrow and were recorded as short-term restricted cash in our Consolidated Balance Sheet as of December 31, 2012. On February 20, 2013, when the proceeds were released from escrow, CEOC used $350.0 million of the proceeds to repay a portion of the existing loans under the CEOC Credit Facilities at par.

In February 2013, CEOC completed the offering of $1,500.0 million aggregate principal amount of 9% senior secured notes due 2020. CEOC used $1,433.3 million of the proceeds to repay a portion of the existing term loans under the CEOC Credit Facilities at par. As a result of these repayments, we recognized a loss on early extinguishment of debt of $29.4 million during the first quarter of 2013.

During the third quarter of 2013, we purchased $18.3 million of face value of CEOC 5.375% unsecured senior notes for $18.3 million. In connection with this transaction, we recorded a loss on early extinguishments of debt of $0.2 million, net of discounts. The notes were repaid in December 2013 upon maturity.

Our Senior Secured Notes, including the Second-Priority Senior Secured Notes, and our unsecured debt, which is fixed-rate debt, have semi-annual interest payments.

Bill's Credit Facility

In November 2012, a CEOC subsidiary entered into a $185.0 million, seven-year senior secured credit facility bearing interest at LIBOR plus 9.75% with a LIBOR floor of 1.25% (the "Bill's Credit Facility") to fund the renovation of The Cromwell (formerly Bill's Gamblin' Hall & Saloon) into a boutique lifestyle hotel that includes a dayclub/nightclub. The renovated facility is expected to open in the second quarter 2014 and will include a complete remodeling of the guest rooms, casino floor, and common areas, the addition of a second floor restaurant, and the construction of an approximately 65,000 square foot rooftop pool and dayclub/nightclub. The CEOC subsidiary will own the property and manage the casino, hotel, and food and beverage operations, and the dayclub/nightclub will be leased to a third party. The proceeds of the Bill's Credit Facility were funded during the fourth quarter of 2012 and were included as restricted cash as of December 31, 2012. The proceeds are being used to fund renovation activity through completion in 2014 and the unused portion remained restricted as of December 31, 2013.

As part of the credit facility, Caesars Entertainment provided a completion guarantee to ensure prompt and complete performance to (i) complete construction and pay all project costs in accordance with the loan documents, (ii) provide the initial working capital specified in the project budget, and (iii) obtain all material permits and licenses necessary for the commencement of operations. The maximum liability under the completion guarantee is $20.0 million. For events occurring subsequent to December 31, 2013, see Note 24, "Subsequent Events."

Other Financing Transactions

In February 2012, Chester Downs issued $330.0 million aggregate principal amount of 9.25% senior secured notes due 2020 through a private placement. Chester Downs used $232.4 million of the proceeds of the notes to repay the term loan due 2016 plus accrued interest and a prepayment penalty. The remaining proceeds were used to make a distribution to Chester Downs' managing member, Harrah's Chester Downs Investment Company, LLC, a wholly owned subsidiary of CEOC, and for other general corporate purposes.

Restrictive Covenants and Other Matters

Under CEOC's Credit Facilities, we are required to satisfy and maintain specified financial ratios. Specifically, the CEOC Credit Facilities requires CEOC to maintain an SSLR of no more than 4.75 to 1.0, which is the ratio of its senior first priority secured debt to LTM Adjusted EBITDA - Pro Forma - CEOC Restricted. This ratio excludes up to $3,700.0 million of first priority senior secured notes and up to $350.0 million aggregate principal amount of consolidated debt of subsidiaries that are not wholly-owned. This ratio also reduces the amount of senior first priority secured debt by the amount of unrestricted CEOC cash on hand which was $1,450.2 million as of December 31, 2013. As of December 31, 2013, the CEOC SSLR was 4.52 to 1.0.

The CEOC Credit Facilities require compliance on a quarterly basis with a maximum net senior secured first lien debt leverage test. In addition, the CEOC Credit Facilities include negative covenants, subject to certain exceptions, restricting or limiting CEOC’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur additional debt; (ii) create liens on certain assets; (iii) enter into sale and lease-back transactions; (iv) make certain investments, loans, and advances; (v) consolidate, merge, sell, or otherwise dispose of all or any part of its assets or to purchase, lease, or otherwise acquire all or any substantial part of assets of any other person; (vi) pay dividends or make distributions or make other restricted payments; (vii) enter into certain transactions with its affiliates; (viii) engage in any business other than the business activity conducted at the closing date of the loan or business activities incidental or related thereto; (ix) amend or modify the articles or certificate of incorporation, by-laws, and certain agreements or make certain payments or modifications of indebtedness; and (x) designate or permit the designation of any indebtedness as "Designated Senior Debt."

While we were in compliance with the terms and conditions of all of our loan agreements, including CEOC’s Credit Facilities and indentures, as of December 31, 2013, in order to comply with the quarterly SSLR covenant under the CEOC Credit Facility in the future, we will need to achieve a certain amount of LTM Adjusted EBITDA - Pro-Forma - CEOC Restricted and/or reduced levels of total senior secured net debt (total senior secured debt less unrestricted cash). The factors that could impact the foregoing include (a) changes in gaming trips, spend per trip and hotel metrics, which we believe are correlated to consumer spending and confidence generally and spending by consumers for gaming and other entertainment activities, (b) our ability to effect cost savings initiatives, (c) asset sales,, (d) issuing additional second lien or unsecured debt, or project financing, (e) reducing net debt through open market purchases, privately negotiated transactions, redemptions, tender offers or exchanges, (f) equity issuances, (g) reductions in capital expenditures spending, or (h) a combination thereof.

Caesars Entertainment is not bound by any financial or negative covenants contained in CEOC’s credit agreement, other than with respect to the incurrence of liens on and the pledge of its stock of CEOC.

All borrowings under the CEOC senior secured revolving credit facility are subject to the satisfaction of customary conditions, including the absence of a default, the accuracy of representations and warranties, and the requirement that such borrowing does not reduce the amount of obligations otherwise permitted to be secured under the CEOC Credit Facilities without ratably securing the retained notes.

The indenture and other agreements governing our cash pay debt and PIK toggle debt limit CEOC’s (and most of its subsidiaries’) ability to among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends or make distributions in respect of our capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) engage in any business or own any material asset other than all of the equity interest of CEOC so long as certain investors hold a majority of the notes; (vi) create or permit to exist dividend and/or payment restrictions affecting its restricted subsidiaries; (vii) create liens on certain assets to secure debt; (viii) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; (ix) enter into certain transactions with its affiliates; and (x) designate its subsidiaries as unrestricted subsidiaries. Subject to certain exceptions, the indenture governing the notes and the agreements governing the other cash pay debt and PIK toggle debt will permit us and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness.

CERP Debt

CMBS Financing

In connection with the Acquisition in 2008, eight of our properties (the “CMBS properties”) and their related assets were spun out of CEOC to Caesars Entertainment. As of the Acquisition date, the CMBS properties were Harrah's Las Vegas, Rio, Flamingo Las Vegas, Harrah's Atlantic City, Showboat Atlantic City, Harrah's Lake Tahoe, Harveys Lake Tahoe and Bill's Lake Tahoe. The CMBS properties borrowed $6,500.0 million of CMBS financing (the “CMBS Financing”). The CMBS Financing was secured by the assets of the CMBS properties and certain aspects of the financing were guaranteed by Caesars Entertainment. On May 22, 2008, Paris Las Vegas and Harrah's Laughlin and their related operating assets were spun out of CEOC to Caesars Entertainment and became property secured under the CMBS mortgage loan and/or related mezzanine loans (“CMBS Loans”), and Harrah's Lake Tahoe, Harveys Lake Tahoe, Bill's Lake Tahoe and Showboat Atlantic City were transferred to CEOC from Caesars Entertainment as contemplated under the debt agreements effective pursuant to the Acquisition. The CMBS Financing was refinanced in October 2013 as described below.

During 2013, we purchased$274.8 million of aggregate face value of CMBS Financing for $219.7 million, recognizing total pre-tax gains on early extinguishment of debt of $52.4 million, net of deferred finance charges. During 2012, we purchased $367.3 million of aggregate face value of CMBS Financing for $229.3 million, recognizing total pre-tax gains on early extinguishment of debt of $135.0 million, net of deferred finance charges.

Octavius/Linq Financing

On April 25, 2011, the Company, together with certain subsidiaries of CEOC comprised of Caesars Octavius, LLC; Caesars Linq, LLC; and Octavius Linq Holding Company, LLC (collectively the “Borrowers”) entered into a credit agreement (the “Octavius/Linq Credit Agreement”) pursuant to which the Borrowers incurred financing to complete the development of the Octavius Tower at Caesars Palace Las Vegas and the Linq project (the "Development"). The Octavius/Linq Credit Agreement provided for a $450.0 million senior secured term facility (the “Term Facility”) with a six-year maturity, secured by all material assets of the Borrowers. The proceeds of the Term Facility were funded during the second quarter of 2011 and were classified as restricted cash until drawn to pay for costs incurred in the Development.

In October 2013, the Linq and Octavius Tower were transferred from CEOC to a CERP entity, and amounts outstanding under the Octavius/Linq Credit Agreement were refinanced as part of the CERP Financing as described below.

CERP Financing

On October 11, 2013, we formed CERP from the prior CMBS Financing structure assets plus the addition of Linq and Octavius acquired from CEOC, and (i) completed the offering of $1,000 million aggregate principal amount of their 8% first-priority senior secured notes due 2020 and $1,150 million aggregate principal amount of their 11% second-priority senior secured notes due 2021 (together with the 8% first-priority senior secured notes due 2020, the "CERP Notes") and (ii) entered into a first lien credit agreement governing their new $2,769.5 million senior secured credit facilities, consisting of senior secured term loans in an aggregate principal amount of $2,500.0 million (the "CERP Term Loans") and a senior secured revolving credit facility in an aggregate principal amount of up to $269.5 million. We refer to this new borrowing structure as CERP and the refinancing transaction as "CERP Financing".

Borrowings under the CERP Term Loans bear interest at a rate equal to either the alternate base rate or the greater of (i) the then-current LIBOR rate or (ii) 1.0%; in each case plus an applicable margin. As of December 31, 2013, borrowings under the CERP Term Loans bore interest at the minimum base rate of 1.0%, plus 600 basis points. The CERP Term Loans require scheduled quarterly payments of $6.3 million, with the balance due at maturity. Borrowings under the senior secured revolving credit facility would bear interest at a rate equal to either the alternate base rate or the greater of (i) the then-current LIBOR rate or (ii) 1.0%; in each case plus an applicable margin.

On a quarterly basis, we are required to pay each lender (i) a commitment fee in respect of any unborrowed amounts under the senior secured revolving credit facility and (ii) a letter of credit fee in respect of the aggregate face amount of outstanding letters of credit under the senior secured revolving credit facility. As of December 31, 2013, the senior secured revolving credit facility bore a commitment fee for unborrowed amounts of 50 basis points. There were no amounts outstanding under the revolving credit facility at December 31, 2013.

The net proceeds from the offering of CERP Notes and the borrowings under the CERP Term Loans, together with cash, was used to retire 100% of the principal amount of loans under the mortgage and mezzanine loan agreements entered into by certain subsidiaries of the CMBS properties, repay in full all amounts outstanding under the senior secured credit facility entered into by Caesars and Caesars Linq, LLC and Caesars Octavius, LLC, each an indirect subsidiary of Caesars, and to pay related fees and expenses. This resulted in a loss on extinguishment of debt of $37.1 million.

CERP Restrictive Covenants

The CERP Notes includes negative covenants, subject to certain exceptions, restricting or limiting the ability of CERP and operating companies under the CERP Financing to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create liens on certain assets to secure debt; (vi) consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets; (vii) enter into certain transactions with their affiliates; and (viii) designate their subsidiaries as unrestricted subsidiaries.

The CERP Term Loans contain certain customary affirmative covenants. In addition to such affirmative covenants, the agreement also contains negative covenants, subject to certain exceptions, that restrict or limit the ability of CERP to, among other things: (i) incur additional debt; (ii) create liens on certain assets; (iii) enter into certain sale and leaseback transactions; (iv) make certain investments; (v) consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets; (vi) pay dividends on or make distributions in respect of their capital stock or make other restricted payments; and (vii) enter into certain transactions with affiliates. This agreement requires CERP to maintain a senior secured leverage ratio of no more than 8.00 to 1.00, which is the ratio of first lien senior secured net debt to earnings before interest, taxes, depreciation and amortization, adjusted as defined ("CERP Adjusted EBITDA"), for a test period. CERP is not required to calculate its senior secured leverage ratio until the first quarter of 2014.

CGP LLC Debt

PHW Las Vegas, LLC Senior Secured Loan

In February 2010, CEOC acquired 100% of the equity interests of a subsidiary of PHW Las Vegas, LLC, which owns the Planet Hollywood Resort and Casino located in Las Vegas, Nevada. In connection with this transaction, PHW Las Vegas, LLC assumed a $554.3 million face value senior secured loan, and a subsidiary of CEOC canceled certain debt issued by PHW Las Vegas, LLC's predecessor entities. The outstanding amount is secured by the assets of PHW Las Vegas, LLC and is non-recourse to other subsidiaries of the Company. On December 5, 2013, the loan maturity of this debt was again extended to April 2015. No additional options exist to extend the maturity of the loan. The loan is secured by the assets of PHW Las Vegas, LLC.

In October 2013, CEOC sold 100% of its equity interest in PHW Las Vegas, LLC to CGP LLC. Prior to its sale, PHW Las Vegas, LLC was an unrestricted subsidiary of CEOC and therefore, not a borrower under CEOC’s Credit Facilities. See Note 5 - Caesars Growth Partners, LLC Transactions.

PHW Las Vegas, LLC may, at its option, voluntarily prepay the loan in whole or in part upon twenty (20) days prior written notice to Lender. PHW Las Vegas, LLC is required to prepay the loan in (i) the amount of any insurance proceeds received by Lender for which Lender is not obligated to make available to PHW Las Vegas, LLC for restoration in accordance with the terms of the loan agreement, (ii) the amount of any proceeds received from the operator of the timeshare property adjacent to the Planet Hollywood Resort and Casino, subject to certain limitations, and (iii) the amount of any excess cash remaining after application of the cash management provisions as outlined in the loan agreement, as amended.

The PHW Las Vegas, LLC senior secured loan requires that PHW Las Vegas, LLC maintain certain reserve funds in respect of furniture, fixtures, and equipment, capital improvements, interest service, taxes and insurance. Certain amounts deposited into the specified reserve funds represent restricted cash.

The amount outstanding under the PHW Las Vegas, LLC senior secured loan bears interest at a rate per annum equal to LIBOR plus 2.859%. A subsidiary of CEOC owns interest-only participations in a portion of the PHW Las Vegas, LLC senior secured loan that bear interest at a fixed rate equal to 1.59% per year.

In connection with PHW Las Vegas, LLC’s Amended and Restated Loan Agreement, Caesars Entertainment entered into a Guaranty Agreement (the "Guaranty") for the benefit of the Lender, pursuant to which Caesars Entertainment guaranteed to the Lender certain recourse liabilities of PHW Las Vegas, LLC. Caesars Entertainment’s maximum aggregate liability for such recourse liabilities is limited to $30.0 million, provided that such recourse liabilities of PHW Las Vegas, LLC do not arise from (i) events, acts, or circumstances that are actually committed by, or voluntarily or willfully brought about by, Caesars Entertainment or (ii) event, acts, or circumstances (regardless of the cause of the same) that provide actual benefit (in cash, cash equivalent, or other quantifiable amount) to the Company, to the full extent of the actual benefit received by the Company. Pursuant to the Guaranty, Caesars Entertainment is required to maintain a net worth or liquid assets of at least $100.0 million.

The loan contains customary affirmative covenants, subject to certain exceptions, requiring PHW Las Vegas, LLC to, among other things, deliver annual financial statements, annual budgets, maintain its properties, maintain its books and records, maintain insurance, and comply with laws and material contracts. It also contains customary negative covenants, subject to certain exceptions, restricting or limiting the ability of PHW Las Vegas, LLC to, among other things, dispose of its assets and change its business or ownership, consummate mergers or acquisitions and create liens on its assets. Management believes that PHW Las Vegas, LLC was in compliance with the above covenants as of December 31, 2013.

Horseshoe Baltimore Financing

On July 2, 2013, CBAC Borrower, LLC (“CBAC”), a joint venture among Caesars Baltimore Investment Company, LLC (then a wholly owned indirect subsidiary of CEOC), Rock Gaming Mothership LLC, CVPR Gaming Holdings, LLC, STRON-MD Limited Partnership and PRT Two, LLC, entered into a credit agreement (the “Baltimore Credit Facility”) in order to finance the acquisition of land in Baltimore, Maryland and the construction of the Horseshoe Baltimore and a garage (collectively, the “Baltimore Development”). In October 2013, CEOC sold 100% of its equity interests in Caesars Baltimore Investment Company, LLC to CGP LLC.

The Baltimore Credit Facility provides for (i) a $300.0 million senior secured term facility with a seven-year maturity, which is comprised of a $225.0 million facility that was funded on July 2, 2013 upon the closing of the Baltimore Credit Facility, a $37.5 million delayed draw facility available from the closing of the Baltimore Credit Facility until July 2014 and a $37.5 million delayed draw facility available until January 2015 and (ii) a $10.0 million senior secured revolving facility with a five-year maturity. The Baltimore Credit Facility is secured by substantially all material assets of CBAC and its wholly owned domestic subsidiaries. There were no amounts outstanding under the revolving facility as of December 31, 2013.

Concurrent with the closing of the Baltimore Credit Facility, CBAC also entered into an equipment financing term loan facility for up to $30.0 million (the “Baltimore FF&E Facility”). Under the Baltimore FF&E Facility, CBAC may use funds from the facility to finance or reimburse the purchase price and certain related costs of furniture, furnishings and equipment to be used in the Baltimore Development. There were no amounts outstanding under the Baltimore FF&E Facility as of December 31, 2013.

The Baltimore Credit Facility contains customary affirmative covenants, subject to certain exceptions, requiring CBAC to, among other things, deliver annual and quarterly financial statements (following the commencement of operations of the Baltimore Development), annual budgets, construction progress reports and other notices, maintain its properties, maintain its books and records, maintain insurance, use commercially reasonable efforts to maintain a public rating for the term loans and comply with laws and material contracts. It also contains customary negative covenants, subject to certain exceptions, restricting or limiting the ability of CBAC to, among other things, dispose of its assets and change its business or ownership, consummate mergers or acquisitions, make dividends, stock repurchases and optional redemptions of subordinated debt, incur debt and issue preferred stock, make loans and investments, create liens on its assets and enter into transactions with affiliates. In addition, the Baltimore Credit Facility includes a covenant prohibiting the senior secured leverage ratio from exceeding a specified ratio at any time after the second full fiscal quarter ending after the commencement of operations of the Baltimore Development. The Baltimore FF&E Facility has covenants and events of default substantially consistent with the Baltimore Credit Facility, and other restrictive covenants customary for FF&E facilities of this type. Management believes that CBAC was in compliance with the Baltimore Credit Facility and Baltimore FF&E Facility covenants as of December 31, 2013.

CIE Convertible Notes

During 2012, CIE issued to Rock Gaming two non-interest bearing convertible promissory notes totaling $47.7 million. The promissory notes are convertible into approximately 8,913 shares of CIE common stock. The notes are due June 2014 and are classified as current portion of long-term debt.