Debt

Summary of Debt by Financing Structure

(In millions)	Face Value			Book Value			Book Value
	December 31, 2014						December 31, 2013
CEOC	$	18,371		$	16,100		$	15,783
CERP	4,832			4,774			4,611
CGP LLC	2,386			2,326			721
CEC	13			13			—
Total Debt	25,602			23,213			21,115
Current Portion of Long-Term Debt	(18,049		)	(15,779		)	(197		)
Long-Term Debt	$	7,553		$	7,434		$	20,918

Annual Maturities of Long-Term Debt

(In millions)	2015		2016		2017		2018		2019		Thereafter		Total
CEOC	$	17,977	$	19	$	2	$	1	$	1	$	371	$	18,371
CERP	39		36		27		205		25		4,500		4,832
CGP LLC	20		21		17		22		221		2,085		2,386
Other	13		—		—		—		—		—		13
Total	$	18,049	$	76	$	46	$	228	$	247	$	6,956	$	25,602

Supplemental Cash Flow Information - Cash Flows from Financing Activities

	Year Ended December 31, 2014
(In millions)	Proceeds from the issuance of long-term debt		Repayments of long-term debt
Incremental Term Loans	$	1,528	$	(1,275	)
CGPH Term Loan	1,141		—
CGPH First Closing Term Loan	693		(700		)
CGPH Notes	660		—
CERP Senior Secured Revolver	295		(115		)
Horseshoe Baltimore Credit and FF&E Facilities	106		—
Planet Hollywood Loan Agreement	—		(495		)
Other Debt Activity	13		(214		)
Capital Lease Payments	—		(34		)
Total	$	4,436	$	(2,833	)

Current Portion of Long-Term Debt

On January 15, 2015, CEOC and certain of its U.S. subsidiaries voluntarily filed for reorganization under Chapter 11 of the Bankruptcy Code. The filing of the voluntary Chapter 11 filing resulted in a default of CEOC's long-term debt on January 15, 2015. Because CEOC is under the control of the Bankruptcy Court, CEC deconsolidated this subsidiary effective January 15, 2015 (see Note 23, “Subsequent Events - CEOC Bankruptcy and Deconsolidation”).

As a result of these actions, CEOC has reclassified all of the affected debt to current portion of long-term debt as of December 31, 2014. The current portion of long-term debt at December 31, 2014, net of unamortized discount of $2.2 billion, is $15.7 billion. All debt is classified as current except for Chester Downs Senior Secured Notes of $330 million; Special Improvement District Bonds of $46 million; and long-term capitalized lease and other obligations of $18 million.

For CERP, the current portion of long-term debt primarily includes required annual principal payments of $25 million on its senior secured loan, as well as interim principal payments on other unsecured borrowings and capitalized lease obligations. For CGP LLC, the current portion of long-term debt includes a total of $20 million of payments due related to Term Loans, Special Improvement District Bonds, and various capitalized lease obligations.

Debt Discounts or Premiums and Debt Issue Costs

Debt discounts or premiums and debt issue costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense based on the related debt agreements primarily using the effective interest method. Unamortized discounts or premiums are written off and included in our gain or loss calculations to the extent we retire debt prior to its original maturity date. Unamortized debt issue costs are included in deferred charges and other assets in our Consolidated Balance Sheets.

As of December 31, 2014 and 2013, book values of debt are presented net of unamortized discounts of $2.4 billion and $2.5 billion, respectively.

Fair Value

As of December 31, 2014 our outstanding debt had a fair value of $17.5 billion and a carrying value of $25.6 billion. We calculated the fair value of the debt based on borrowing rates available as of December 31, 2014, for debt with similar terms and maturities, and based on market quotes of our publicly traded debt. We classify the fair value of debt within level 1 and level 2 in the fair value hierarchy.

Restricted Net Assets

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 $2.4 billion and $3.0 billion, as of December 31, 2014 and 2013, respectively.

CEOC Debt



	Final Maturity	Rate(s)	Face Value			Book Value			Book Value
Detail of Debt (Dollars in millions)	Final Maturity	December 31, 2014							December 31, 2013
Credit Facilities ⁽¹⁾
Term Loans B1 - B3 ⁽²⁾	--	--	$	—		$	—		$	29
Term Loan B4	2016	10.50%	377			362			948
Term Loan B5	2017	5.99%	938			919			989
Term Loan B6	2017	6.99%	2,299			2,234			2,400
Term Loan B7 ⁽³⁾	2017	9.75%	1,741			1,647			—
Secured Debt
Senior Secured Notes	2017	11.25%	2,095			2,073			2,066
Senior Secured Notes	2020	8.50%	1,250			1,250			1,250
Senior Secured Notes	2020	9.00%	3,000			2,960			2,955
Second-Priority Senior Secured Notes	2018	12.75%	750			745			744
Second-Priority Senior Secured Notes	2018	10.00%	4,485			2,618			2,433
Second-Priority Senior Secured Notes	2015	10.00%	3			3			188
Chester Downs Senior Secured Notes	2020	9.25%	330			330			330
Cromwell Credit Facility ⁽⁶⁾	--	--	—			—			180
Capitalized Lease Obligations	to 2017	various	17			17			17
Subsidiary-Guaranteed Debt ⁽⁴⁾
Senior Notes	2016	10.75%	479			479			479
Senior PIK Toggle Notes	--	--	—			—			11
Unsecured Senior Debt
5.625% ⁽²⁾	--	--	—			—			328
6.5%	2016	6.50%	297			270			213
5.75%	2017	5.75%	233			193			115
Floating Rate Contingent Convertible Senior Notes	2024	0.24%	—			—			—
Other Unsecured Borrowings
Special Improvement District Bonds	2037	5.30%	47			47			63
Other	2016-2021	0.00% - 6.00%	30			30			45
Total CEOC Debt			18,371			16,177			15,783
Additional Debt Discount ⁽⁵⁾			—			(77		)	—
Total CEOC Debt, as consolidated			18,371			16,100			15,783
Current Portion of Long-Term Debt			(17,977		)	(15,708		)	(113		)
Long-Term Debt			$	394		$	392		$	15,670

____________________


⁽¹⁾	In conjunction with the terms of the Bank Amendment (defined below), Caesars Entertainment guarantees collection of amounts under the Credit Facilities. See also “Restrictive Covenants and Other Matters” below.


⁽²⁾	Repaid in the third quarter of 2014.


⁽³⁾	The Term B7 Loans have a springing maturity to 90 days prior to March 1, 2017, if more than $500 million of CEOC’s Term B5 Loan and Term B6 Loan remain outstanding on such date.


⁽⁴⁾	Guaranteed by certain wholly owned subsidiaries of CEOC.


⁽⁵⁾	Increase in discount on long-term debt due to distribution of CEOC notes through a dividend to a non-consolidated affiliate recorded on CEC parent.


⁽⁶⁾	The property that secured this debt was sold to CGP LLC in May 2014. The debt was formerly “Bill’s Credit Facility.”

2014 Activity

Incremental Term Loans

In June 2014, CEOC completed the offering of $1.8 billion of incremental term loans (“Incremental Term Loans” or “Term Loan B7”) due no later than March 1, 2017. We used the net cash proceeds from the Incremental Term Loans to complete the repayment of 2015 maturities and reducing certain outstanding term loans, as described below.

The CEOC Term Loan B7 requires scheduled quarterly repayments of $4 million that began in the third quarter of 2014. The fourth quarter installment was paid as scheduled on December 31, 2014.

Repayment of 2015 Maturities

In July 2014, CEOC completed a cash tender offer for the $792 million aggregate principal amount outstanding of its 5.625% Senior Notes due 2015 (the “5.625% Notes”). CEOC received tenders from the holders of $44 million aggregate principal amount of the 5.625% Notes. In addition, pursuant to note purchase agreements and a redemption, CEOC purchased an additional $747 million in aggregate principal amount of the 5.625% Notes. Consideration for the purchase of these notes was $830 million. As a result of these repayments, we recognized a loss on early extinguishment of debt of $6 million on the 5.625% Notes.

CEOC also completed a cash tender offer for the $190 million aggregate principal amount outstanding of its 10.00% Second-Priority Senior Secured Notes due 2015 (the “10.00% Notes”). CEOC received tenders from the holders of $103 million aggregate principal amount of the 10.00% Notes. In addition, CEOC purchased an additional $83 million in aggregate principal amount of the 10.00% Notes. Consideration for the purchase of these notes was $191 million. As a result of these repayments, we recognized a loss on early extinguishment of debt of $14 million on the 10.00% Notes.

As a result of the tender offers, the note purchases, and a redemption, CEOC retired and redeemed 100.0% of the outstanding amount of the 5.625% Notes and approximately 98.0% of the outstanding amount of the 10.00% Notes.

Repayments of Certain Term Loans

In connection with the assumption of the Incremental Term Loans and the consummation of the amendment to the Credit Facilities, CEOC repaid $794 million in certain term loans as follows: $16 million in aggregate principal of the Term Loan B1; $13 million in aggregate principal of the Term Loan B3; $578 million in aggregate principal of the Term Loan B4; $54 million in aggregate principal of the Term Loan B5; and $133 million in aggregate principal of the Term Loan B6 held by consenting lenders at par under the existing Credit Facilities. As a result of these repayments, we recognized a loss on early extinguishment of debt of $22 million.

Note Purchase and Support Agreement

In August 2014, CEOC and CEC announced an agreement (the “Note Purchase and Support Agreement”) with certain holders (the “Holders”) of CEOC’s outstanding 6.50% Senior Notes due 2016 (the “6.50% Notes”) and 5.75% Senior Notes due 2017 (the “5.75% Notes” and, together with the 6.50% Notes, the “Senior Unsecured Notes”) in connection with a private refinancing transaction (the “Note Transaction”), pursuant to which, among other things, (i) such Holders, representing $238 million aggregate principal amount of the Senior Unsecured Notes and greater than 51% of each class of the Senior Unsecured Notes that were held by non-affiliates of CEC and CEOC, agreed to sell to CEC and CEOC an aggregate principal amount of approximately $89 million of the 6.50% Notes and an aggregate principal amount of approximately $66 million of the 5.75% Notes, (ii) CEC agreed to pay such Holders a ratable amount of $78 million of cash in the aggregate, (iii) CEOC agreed to pay such Holders a ratable amount of $78 million of cash in the aggregate, (iv) CEOC agreed to pay such Holders accrued and unpaid interest in cash and (v) CEC agreed to contribute $427 million in aggregate principal ($368 million net of discount and accrued interest contributed) of Senior Unsecured Notes to CEOC for cancellation.

Pursuant to the Note Purchase and Support Agreement, certain of the Holders also (i) agreed to consent to amendments (the “Indenture Amendments”) to the terms of the indentures that govern the Senior Unsecured Notes and to amendments (the “Notes Amendments”) to a ratable amount of approximately $82 million face amount of the Senior Unsecured Notes held by such Holders (the “Amended CEOC Notes”) and (ii) agreed that for the period from the closing date of the Note Transaction until the earlier of (1) the 181st day after the closing date of the Note Transaction and (2) the occurrence of a “credit event” within the meaning of Section 4.2 (Bankruptcy) or 4.5 (Failure to Pay) of the 2003 ISDA definitions, such Holders will consent or approve a restructuring of Notes and Amended CEOC Notes on the terms described below and, subject to certain exceptions, will not transfer their Amended CEOC Notes except to a transferee that agrees to be bound by such agreement. The Indenture Amendments include (A) a consent to the removal and acknowledgment of the termination of the CEC guarantee within the indenture governing the Notes and (B) a modification to the covenant restricting disposition of “substantially all” of CEOC’s assets to measure future asset sales based on CEOC’s assets as of the date of the amendment. The Notes Amendments include provisions that holders of the Amended CEOC Notes will be deemed to consent to any restructuring of Notes and Amended CEOC Notes so long as holders have consented thereto that hold at least 10% of the outstanding 6.50% Notes and 5.75% Notes, as applicable (in each case, not including the Amended CEOC Notes or any Senior Unsecured Notes held by affiliates of CEOC), the restructuring solicitation is no less favorable to any Holder of Amended CEOC Notes than to any holder of Notes, and certain other terms and conditions are satisfied.

As a result of these repayments, we recognized a loss on early extinguishment of debt of $25 million.

In connection with the Note Transaction, CEOC and CEC also agreed that if there is not a comprehensive out of court restructuring of the CEOC's debt securities, or a prepackaged or prearranged in-court restructuring with requisite voting support from each of the first and second lien secured creditor classes, within 18 months of the closing of the Notes Transaction, subject to certain conditions, CEC will be obligated to make an additional payment to CEOC of $35 million.

Payment on Second-Priority Senior Secured Notes

Pursuant to the indenture dated December 24, 2008 ("2008 Indenture"), on December 15, 2014, CEOC was required to redeem approximately $18 million of aggregate principal of its 10.00% second-priority senior secured notes due 2015 and 10.00% second-priority senior secured notes due 2018 ("Second-Lien Notes"). On December 12, 2014, CEOC deposited $18 million with Delaware Trust Company, as paying agent under the 2008 Indenture, to fund the required redemption.

CEOC was subsequently advised by Delaware Trust Company that it had provided contrary instructions to The Depository Trust Company to distribute the funds received with directions it had received from the beneficial holders purporting to own a majority of the Second-Lien Notes. These contrary instructions provided for the allocation of the deposited funds ratably between principal and interest due under the 2008 Indenture.

CEOC believe that the contrary instructions were inconsistent with both its direction and the terms of the 2008 Indenture. As a result, CEOC has accounted for these payments as an $18 million reduction in the principal amount of the Second-Lien Notes, consistent with the instructions that were communicated to Delaware Trust Company.

2013 Activity

In January and February 2013, we converted $134 million aggregate principal amount of original maturity revolver commitments held by consenting lenders to Term Loan B6 and terminated $134 million principal amount of revolving commitments of extending lenders.

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


(i)	use the net cash proceeds to repay $1.4 billion of our existing term loans as described in the Notes Activity section below;


(ii)	obtain up to $75 million of extended revolving facility commitments with a maturity of January 28, 2017;


(iii)	increase the accordion capacity under the Credit Facilities by an additional $650 million (which may be used to, among other things, establish extended revolving facility commitments under the Credit Facilities);


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


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

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

Senior Notes

In February 2013, the Company completed the offering of $1.5 billion aggregate principal amount of 9% senior secured notes due 2020. We used $1.4 billion of the proceeds to repay a portion of the existing term loans under the Credit Facilities at par. As a result of these repayments, we recognized a loss on early extinguishment of debt of $29 million during the first quarter of 2013.

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.

CEOC Credit Facilities

As of December 31, 2014, the CEOC Credit Facilities provide for senior secured financing of up to $5.5 billion, consisting of (i) senior secured term loan facilities in an aggregate principal amount of $5.4 billion and (ii) a senior secured revolving credit facility in an aggregate principal amount of up to $106 million, 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, 2014 and 2013. The Term Loan B7, under the CEOC Credit Facilities, requires scheduled quarterly payments of $4 million, with the balance due at maturity in March 2017. As of December 31, 2014, $106 million of the revolving credit facility matures January 2017 and $101 million of the revolving credit facility is committed to outstanding letters of credit. After consideration of the letter of credit commitments, $5 million of additional borrowing capacity was available to CEOC under its revolving credit facility as of December 31, 2014. Total annual interest payments on the Term Loans included within the Credit Facilities are approximately $426 million. See related disclosure of CEC Collection Guarantee in “Restrictive Covenants and Other Matters” below.

CEOC Notes

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.

Restrictive Covenants and Other Matters

Under CEOC’s Credit Facilities as amended by the Bank Amendment, we are required to satisfy and maintain specified financial ratios. Failure to comply with these covenants can cause an event of default.

In July 2014, CEOC closed on amendments to its senior secured credit facilities that, upon their closing, provided for the following (collectively, the “Bank Amendment”):


(i)	a modification of the financial maintenance covenant to increase the senior secured leverage ratio ("SSLR") from a ratio of 4.75 to 1.0 to a ratio of 7.25 to 1.0 on a retroactive basis to 2008, accordingly this change is effective for our December 31, 2014 covenant compliance determination;


(ii)	an exclusion of the Incremental Term Loans incurred after March 31, 2014, from the definition of SSLR for purposes of such covenant, which increased the maximum amount of senior notes excluded for CEOC SSLR covenant purposes from $3.7 billion to $5.5 billion;


(iii)	a modification of CEC’s guarantee under the senior secured credit facilities such that CEC’s guarantee will be limited to a guarantee of collection (“CEC Collection Guarantee”) with respect to obligations owed to the lenders who consent to the Bank Amendment; and


(iv)	a modification of certain other provisions of the senior secured credit facilities.

The CEOC Credit Facilities also required 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 CEOC’s 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."

All borrowings under the senior secured revolving portion of the CEOC Credit Facilities 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 our Credit Facilities without ratably securing the retained notes.

As noted above, the Bank Amendment caused a modification of CEC's guarantee from a guarantee of payment to a guarantee of collection. The CEC Collection Guarantee requires the creditors to exhaust all rights and remedies at law and in equity that the creditors or their agents may have against CEOC or any of its subsidiaries and its and their respective property to collect, or obtain payment of, the guaranteed amounts, including, without limitation, through foreclosure or similar proceedings, a Chapter 11 case, a Chapter 7 case, or any other proceeding under a Debtor Relief Law with respect to CEOC or any of its subsidiaries, litigation, and collection on all applicable insurance policies, and termination of all commitments to advance additional funds to CEOC under the Loan Documents (it being understood that, in the event of a Chapter 11 case, the effective date of a plan of reorganization shall constitute the exhaustion of all remedies).

As a result of the Chapter 11 Bankruptcy filing on January 15, 2015, CEOC was in default under the CEOC Credit Facilities, and CEOC has not continued maintaining compliance with the remaining restrictive covenants, including calculation and reporting of the SSLR.

CERP Debt



	Final Maturity	Rate(s)	Face Value			Book Value			Book Value
Detail of Debt (Dollars in millions)	Final Maturity	December 31, 2014							December 31, 2013
Secured Debt
CERP Senior Secured Loan⁽¹⁾	2020	7.00%	$	2,475		$	2,431		$	2,450
CERP Revolver ⁽¹⁾	2018	various	180			180			—
CERP First Lien Notes⁽¹⁾	2020	8.00%	1,000			994			994
CERP Second Lien Notes⁽¹⁾	2021	11.00%	1,150			1,142			1,141
Capitalized Lease Obligations	to 2017	various	13			13			5
Other Unsecured Borrowings
Other	2016	0.00% - 6.00%	14			14			21
Total CERP Debt			4,832			4,774			4,611
Current Portion of CERP Long-Term Debt			(39		)	(39		)	(36		)
CERP Long-Term Debt			$	4,793		$	4,735		$	4,575

____________________


⁽¹⁾	Guaranteed by Caesars Entertainment Resort Properties and its subsidiaries.

CERP Financing

In October 2013, we (i) completed the offering of $1.0 billion aggregate principal amount of 8.0% first-priority senior secured notes due 2020 and $1.2 billion aggregate principal amount of 11.0% second-priority senior secured notes due 2021 (together with the 8.0% first-priority senior secured notes due 2020, the “CERP Notes”) and (ii) entered into a first lien credit agreement governing a new $2.8 billion senior secured credit facility, consisting of senior secured term loans in an aggregate principal amount of $2.5 billion (“CERP Term Loans”) and a senior secured revolving credit facility in an aggregate principal amount of up to $270 million (collectively, the CERP Senior Secured Credit Facilities). We refer to this refinancing transaction as the “CERP Financing.” CERP pledged a significant portion of our assets as collateral under the CERP Senior Secured Credit Facilities and the CERP Notes.

The net proceeds from the offering of the 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 Octavius/Linq Credit Agreement, and to pay related fees and expenses. This resulted in a loss on extinguishment of debt of $37 million for the year ended December 31, 2013.

Borrowings under the CERP Term Loans bear interest at a rate equal to either an alternate base rate (the highest of the Federal Funds rate plus 50 basis points, one month LIBOR plus 1.0%, or the Prime rate) or various LIBOR maturities with a 1.0% floor, in each case, plus an applicable margin. As of December 31, 2014, borrowings under the CERP Term Loans bore interest at the 30 day LIBOR rate, adjusted upward to the 1.0% floor plus a margin of 6.0% for an all-in rate of 7.0%. The CERP Term Loans require scheduled quarterly principal payments of $6 million, with the balance due at maturity.

Borrowings under the senior secured revolving credit facility bear interest at the same rate elections as the CERP Term Loans. As of December 31, 2014, there were $180 million in borrowings outstanding under the senior secured revolving credit facility at an average interest rate of 6.6%. 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, 2014, the senior secured revolving credit facility bore a commitment fee for unborrowed amounts of 50 basis points. There were no amounts committed to outstanding letters of credit at December 31, 2014.

In connection with the CERP Financing, CERP is subject to a registration rights agreement that requires CERP to use its commercially reasonable efforts to prepare, to cause to be filed with the Securities and Exchange Commission, and to become effective on or prior to the later of (i) October 10, 2014 or (ii) 180 days after the CERP, LLC Merger, a registration statement with respect to the CERP Notes, which were originally issued pursuant to Rule 144A of the Securities Act of 1933, as amended. Accordingly, CERP filed an initial registration statement on Form S-4 (the "Registration Statement") on October 16, 2014, and Amendments to such Registration Statement on November 25, 2014, December 24, 2014, and February 9, 2015. The Registration Statement was declared effective on February 10, 2015 (the "Effective Date"). Since the Effective Date was not within 180 days following the CERP, LLC Merger, CERP has incurred additional interest on the CERP Notes of 0.25% annually beginning November 17, 2014 through the consummation of the exchange offer. Following the Effective Date and upon the consummation of the exchange offer, the CERP Notes will be exchanged for new notes (the “Exchange Notes”), whose terms will be substantially identical to that of the CERP Notes, except that the Exchange Notes will have no transfer restrictions or registration rights. The CERP Notes are co-issued, as well as fully and unconditionally guaranteed, jointly and severally, by CERP and each of its subsidiaries on a senior secured basis. In addition, CERP is a holding company that owns no operating assets and has no significant operations independent of its subsidiaries.

CERP Restrictive Covenants

The CERP Notes and CERP Credit Facilities include negative covenants, subject to certain exceptions, restricting or limiting the ability of CERP and its restricted subsidiaries 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 Notes and CERP Credit Facilities also contain customary events of default, subject to customary or agreed-upon exceptions, baskets and thresholds (including equity cure provisions in the case of the CERP Credit Facilities).

The CERP Credit Facilities also contain certain customary affirmative covenants and require that CERP maintains an SSLR 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”). As of December 31, 2014, CERP’s SSLR was 6.29 to 1.00.

CGP LLC Debt



	Final Maturity	Rate(s)	Face Value			Book Value			Book Value
Detail of Debt (Dollars in millions)	Final Maturity	December 31, 2014							December 31, 2013
Secured Debt
CGPH Term Loan ⁽¹⁾	2021	6.25%	$	1,169		$	1,138		$	—
CGPH Notes⁽¹⁾	2022	9.375%	675			661			—
Planet Hollywood Loan Agreement	--	--	—			—			456
Horseshoe Baltimore Credit and FF&E Facilities	2020	8.25% - 8.75%	330			321			215
Cromwell Credit Facility ⁽²⁾	2019	11.00%	185			180			—
Capital Lease Obligations	to 2016	various	4			4			—
Other Unsecured Borrowings ⁽³⁾
Special Improvement District Bonds	2037	5.30%	14			14			—
Other	2014 - 2018	various	9			8			50
Total CGP LLC Debt⁽⁴⁾			2,386			2,326			721
Current Portion of CGP LLC Long-Term Debt			(20		)	(20		)	(48		)
CGP LLC Long-Term Debt			$	2,366		$	2,306		$	673

____________________


⁽¹⁾	Guaranteed by an indirect subsidiary of Caesars Growth Partners, LLC and certain of its wholly owned subsidiaries.


⁽²⁾	The property that secured this debt was sold to CGP LLC in May 2014. The debt was formerly “Bill’s Credit Facility.”


⁽³⁾	The December 31, 2013 value of this debt was reclassified. The property that secured this debt was sold to CGP LLC in May 2014.


⁽⁴⁾	As of December 31, 2014, under the CGP LLC structure, CIE has $40 million drawn under a revolver arrangement with Caesars Entertainment. Accordingly, such debt is not considered outstanding in the above presentation.

Caesars Growth Properties Holdings Term Facility

The purchase price of the acquisition of Cromwell, The LINQ Hotel & Casino, Bally’s Las Vegas, 50% of the ongoing management fees and any termination fees payable for each of these properties, and certain intellectual property that is specific to each of these properties (collectively referred to as the "First Closing") was funded by CGPH with cash on hand contributed by CGP LLC and the proceeds of $700 million of term loans (the "First Closing Term Loan"). CGPH closed on the First Closing Term Loan on May 5, 2014. CGPH repaid in full the First Closing Term Loan with the proceeds of the CGPH Term Loan (defined below) on May 20, 2014.

Caesars Growth Properties Holdings Term Loan (“CGPH Term Loan”)

On May 8, 2014, CGPH closed on the $1.2 billion term loan pursuant to a First Lien Credit Agreement (the "Credit Agreement"). The Credit Agreement also provides for a $150 million revolving credit agreement (the "Revolving Credit Facility"). As of December 31, 2014, no borrowings were outstanding under the Revolving Credit Facility, and no material amounts were committed to outstanding letters of credit. Borrowings under the CGPH Term Loan bear interest at a rate equal to, at CGPH’s option, either:


(a)	LIBOR determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a floor of 1.00% in the case of term loans or


(b)	a base rate determined by reference to the highest of:


(i)	the federal funds rate plus 0.50%,


(ii)	the prime rate as determined by the administrative agent under the Credit Agreement, and


(iii)	the one-month adjusted LIBOR rate plus 1.00%, in each case plus an applicable margin. Such applicable margin shall be 5.25% per annum for LIBOR Loans and 4.25% per annum for base rate loans, subject to step downs with respect to the revolving loans based on CGPH’s SSLR.

In addition, on a quarterly basis, CGPH 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, which may be subject to one or more step-down based on a leverage ratio to be agreed. CGPH is also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125% of the daily stated amount of such letter of credit.

The CGPH Term Loan is guaranteed by Caesars Growth Properties Parent, LLC, the direct parent of CGPH and a subsidiary of CGP LLC (“CGP LLC Parent”), and the material, domestic wholly owned subsidiaries of CGPH (subject to exceptions), and are secured by a pledge of the equity interest of CGPH directly held by CGP LLC Parent and substantially all of the existing and future property and assets of CGPH and the subsidiary guarantors (subject to exceptions).

The CGPH Term Loan includes negative covenants, subject to certain exceptions, restricting or limiting CGPH's ability and the ability of its restricted subsidiaries 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 CGPH Term Loan also contains customary affirmative covenants and customary events of default, subject to customary or agreed-upon exceptions, baskets and thresholds (including equity cure provisions).

The CGPH Term Loan requires that CGPH maintains a SSLR of no more than 6.00 to1.00, which is the ratio of first lien senior secured net debt to earnings before interest, taxes, depreciation and amortization, adjusted as defined ("CGPH Adjusted EBITDA"). As of December 31, 2014, CGPH's SSLR was 3.11 to 1.00.

Caesars Growth Properties Holdings Notes (“CGPH Notes”)

In April 2014, CGPH and Caesars Growth Properties Finance, Inc., subsidiaries of CGP LLC, (collectively, the “CGP LLC Issuers”) issued $675 million aggregate principal amount of their 9.375% second-priority senior secured notes due 2022. The CGP LLC Issuers will pay interest on the CGPH Notes at 9.375% per annum, semi-annually commencing in November 2014.

The CGPH Notes are secured by substantially all of the existing and future property and assets of CGPH and the subsidiary guarantors (subject to exceptions). None of CGP LLC, CEC or CEOC guarantee the CGPH Notes.

The CGPH Notes contain customary covenants that limit, subject to certain exceptions, the CGP LLC Issuers’ ability and the ability of their restricted subsidiaries, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; (viii) enter into certain transactions with their affiliates; and (ix) designate their subsidiaries as unrestricted subsidiaries. The Indenture also contains customary events of default, subject to customary or agreed-upon exceptions, baskets and thresholds.

Registration Rights Agreement. In connection with the issuance of the CGPH Notes, the CGP LLC Issuers agreed to use their commercially reasonable efforts to register with the Securities and Exchange Commission notes having substantially identical terms as the CGPH Notes on or prior to April 17, 2015, and effect an exchange of the CGPH Notes for the newly registered notes.

If the CGP LLC Issuers fail to meet the targets for the registration and exchange of notes, the annual interest rate on the CGPH Notes will increase by 0.25%. The annual interest rate on the CGPH Notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per year. If the registration default is corrected, the interest rate of the CGPH Notes will revert to the original level.

Planet Hollywood Loan Agreement

In connection with the 2010 acquisition of Planet Hollywood and the related assumption of debt, Planet Hollywood entered into the Amended and Restated Loan Agreement (the "Planet Hollywood Loan Agreement"). CGP LLC used $477 million of the net proceeds from the CGPH Term Loan to repay all amounts outstanding under the Planet Hollywood Loan Agreement and recognized a $28 million loss on early extinguishment of debt.

Horseshoe Baltimore Credit and FF&E Facilities

In July 2013, CBAC Borrower, LLC ("CBAC"), a joint venture among Caesars Baltimore Investment Company, LLC ("CBIC") and other investors, entered into a credit agreement (the "Horseshoe Baltimore Credit Facility") in order to finance the acquisition of land in Baltimore, Maryland and the construction of the Horseshoe Baltimore and a parking garage (collectively, the "Baltimore Development"). The Horseshoe Baltimore Credit Facility is secured by substantially all material assets of CBAC and its wholly-owned domestic subsidiaries. The Horseshoe Baltimore Credit Facility provides for:


(i)	a $300 million senior secured term facility with a seven-year maturity, which is comprised of:


(a)	a $225 million facility that was funded upon the closing;


(b)	a $38 million delayed draw facility that was fully drawn in June 2014; and


(c)	a $38 million delayed draw facility that was fully drawn by November 2014.


(ii)	a $10 million senior secured revolving facility with a five-year maturity, which remained undrawn as of December 31, 2014.

The Horseshoe Baltimore Credit Facility borrowings bear interest at a rate equal to the then current adjusted LIBOR or at a rate equal to the alternate base rate, in each case, plus an applicable margin of 7.00%. The adjusted LIBOR is equal to the greater of (i) 1.25% and (ii) the LIBOR in effect for such interest period. In addition, on a quarterly basis, CBAC is required to pay each lender (i) a 0.50% commitment fee in respect any unused commitments under the revolving credit facility, (ii) a 0.125% fronting fee in respect of the aggregate face amount outstanding letters of credit under the revolving credit facility and (iii) a 2.25% commitment fee in respect of unfunded commitments under the delayed draw facility until termination of such commitments.

Concurrently with the closing of the Horseshoe Baltimore Credit Facility, CBAC entered into an equipment financing term loan facility for up to $30 million (the "Horseshoe Baltimore FF&E Facility"). Under the Horseshoe 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 (referred to as "FF&E") to be used in the Baltimore Development. Proceeds of the Horseshoe Baltimore FF&E Facility will also be available to refinance the purchase price of FF&E purchased with other amounts available to CBAC. Draws under the Horseshoe Baltimore FF&E Facility may be made after the closing date and prior to January 2015, provided that a final draw of the unused commitment amount will be deposited into an escrow account pledged to the collateral agent for the Horseshoe Baltimore FF&E Facility at the end of the commitment period, and such funds will be available for subsequent financing of FF&E purchases. CBAC is not permitted to reduce the commitments under the Horseshoe Baltimore FF&E Facility. The Horseshoe Baltimore FF&E Facility will mature five years and six months after the closing of the facility. As of December 31, 2014, $30 million was outstanding on the Horseshoe Baltimore FF&E Facility.

The Horseshoe Baltimore FF&E Facility borrowings bear interest at a rate equal to the then current adjusted LIBOR plus 7.5%. The adjusted LIBOR will be determined by the administrative agent and will equal to the greater of (i) the LIBOR in effect for such interest period multiplied by statutory reserves and (ii) 1.25%.

The Horseshoe Baltimore Credit and FF&E Facilities contain 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.

The Horseshoe Baltimore Credit and FF&E Facilities contain customary affirmative covenants and require that CBAC maintains an SSLR no more than 7.5 to 1.0 for the first three quarters, 6.0 to 1.0 for the next four quarters, and 4.75 to 1.0 for the remainder of the agreement after the commencement of operations of the Baltimore Development.

Management believes that CGP LLC is in compliance with the Baltimore Credit Facility and Baltimore FF&E Facility covenants as of December 31, 2014.

Cromwell Credit Facility

In November 2012, The Cromwell entered into a $185 million senior secured credit facility bearing interest at LIBOR plus 9.75% with a LIBOR floor of 1.25% (the "Cromwell Credit Facility") to fund the renovation of the former Bill's Gamblin' Hall and Saloon.

The Cromwell Credit Facility also contains certain affirmative and negative covenants and requires The Cromwell to maintain, for each of the second and third full fiscal quarters following its opening date, at least $7.5 million in consolidated EBITDA (the "Consolidated Cromwell EBITDA"). In addition, beginning in the fourth full fiscal quarter after its opening date and for the three full fiscal quarters thereafter, the Cromwell Credit Facility also requires The Cromwell to maintain an SSLR of no more than 5.25 to 1.00, which is the ratio of The Cromwell's first lien senior secured net debt to Consolidated Cromwell EBITDA. The SSLR for the four fiscal quarters following the second anniversary of its opening date may not exceed 5.00 to 1.00. The SSLR for the four fiscal quarters following the third anniversary of its opening date, and for each fiscal quarter thereafter, may not exceed 4.75 to 1.00.

During the fourth quarter of 2014, we believe that The Cromwell failed to meet the covenant of achieving Consolidated Cromwell EBITDA of at least $7.5 million. The Cromwell Credit Facility allows us to cure this covenant by making a cash cure payment, which we agreed to make during the first quarter of 2015.

CIE Convertible Notes

During 2012, CIE issued to Rock Gaming two non-interest bearing convertible promissory notes totaling $48 million. The promissory notes converted into approximately 8,913 shares of CIE common stock in November 2014.