Harrah's Entertainment, Inc
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 3, 2009 Date of Report (Date of earliest event reported) Harrah’s Entertainment, Inc. (Exact name of registrant as specified in its charter) Delaware 001-10410 62-1411755 (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) One Caesars Palace Drive Las Vegas, Nevada 89109 (Address of principal executive offices) (Zip Code) (702) 407-6000 (Registrant’s telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INTRODUCTORY NOTE On June 3, 2009, Harrah’s Entertainment, Inc. (the “Registrant”) filed a Current Report on Form 8-K (the “Report”) with the Securities and Exchange Commission to report that its wholly owned subsidiary, Harrah’s Operating Company, Inc., entered into an amendment and waiver (the “Amendment”) to its credit agreement dated as of January 28, 2008. This Amendment No. 1 to the Current Report on Form 8-K/A amends Items 1.01 and 9.01 of the Report to include certain additional exhibits. Section 1—Registrant’s Business and Operations Item 1.01 Entry into a Material Definitive Agreement. Amendment and Waiver to Credit Agreement A copy of the Amendment, including all annexes thereto, is attached as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Amendment and Waiver to Credit Agreement, dated as of June 3, 2009, among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc., the lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent, and the other parties party thereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HARRAH’S ENTERTAINMENT, INC. Date: June 11, 2009 By: /s/ MICHAEL D. COHEN Michael D. Cohen Vice President, Associate General Counsel and Corporate Secretary EXHIBIT INDEX Exhibit No. Description 10.1 Amendment and Waiver to Credit Agreement, dated as of June 3, 2009, among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc., the lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent, and the other parties party thereto. Exhibit 10.1 AMENDMENT AND WAIVER TO CREDIT AGREEMENT AMENDMENT AND WAIVER, dated as of June 3, 2009 (this “Amendment and Waiver”), to the Credit Agreement, dated as of January 28, 2008 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), among Harrah’s Operating Company, Inc., a Delaware corporation (the “Borrower”), Hamlet Merger Inc., a Delaware corporation (“Holdings,” which was merged on January 28, 2008 with and into Harrah’s Entertainment, Inc.), the lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), and the other parties named therein. W I T N E S S E T H: WHEREAS, Section 9.08 of the Credit Agreement permits the Administrative Agent and/or the Collateral Agent (with the consent of the Required Lenders) to enter into amendments, waivers, supplements or other modifications to the Credit Agreement and the other Loan Documents with the relevant Loan Parties; and WHEREAS, the Loan Parties desire to amend the Credit Agreement and the other Loan Documents on the terms set forth herein. NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: ARTICLE I Definitions Section 1.1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein or the context otherwise requires. ARTICLE II Amendment Section 2.1. Amendments. (a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions in proper alphabetical order: “Acceptable Discount” shall have the meaning assigned to such term in Section 2.11(g)(iii). “Acceptance Date” shall have the meaning assigned to such term in Section 2.11(g)(ii). “Affiliate Lender” shall have the meaning assigned to such term in Section 9.24(a). “Amendment and Waiver Effective Date” shall mean the first date on which each of the conditions set forth in Section 3.1 of the June 2009 Amendment have been satisfied. “Applicable Discount” shall have the meaning assigned to such term in Section 2.11(g)(iii). “Applicable Facility Percentage” shall mean (i) with respect to the Revolving Facility, the percentage obtained by dividing (x) the aggregate amount of Revolving Facility Commitments then outstanding by (y) the sum of (A) the principal amount of all Term Loans outstanding and (B) the aggregate amount of Revolving Facility Commitments then outstanding and (ii) with respect to the Term Loans of any Class, the percentage obtained by dividing (x) the aggregate principal amount of all Term Loans of such Class then outstanding by (y) the sum of (A) the principal amount of all Term Loans outstanding and (B) the aggregate amount of Revolving Facility Commitments then outstanding. “Discount Range” shall have the meaning assigned to such term in Section 2.11(g)(ii). “Discounted Prepayment Option Notice” shall have the meaning assigned to such term in Section 2.11(g)(ii). “Discounted Voluntary Prepayment” shall have the meaning assigned to such term in Section 2.11(g)(i). “Discounted Voluntary Prepayment End Date” shall have the meaning assigned to such term in Section 2.11(g)(i). “Discounted Voluntary Prepayment Notice” shall have the meaning assigned to such term in Section 2.11(g)(v). “Extended Revolving Facility Commitment” shall have the meaning assigned to such term in Section 2.21(e). “Extended Term Loan” shall have the meaning assigned to such term in Section 2.21(e). “Extending Lender” shall have the meaning assigned to such term in Section 2.21(e). “Extension” shall have the meaning assigned to such term in Section 2.21(e). “First Lien Intercreditor Agreement” shall mean the Intercreditor Agreement substantially in the form of Exhibit H among the Administrative Agent, the Collateral Agent and the representatives for purposes thereof for any Other First Lien Secured Parties, as the same may be amended, supplemented, restated, modified or waived from time to time in accordance with the terms thereof. “First Lien Net Proceeds” shall mean (x) in the case of the Initial First Lien Notes, $1,064.0 million and (y) in all other cases, 100% (or 90% in the case of First Lien Refinancing Notes secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the Obligations) of the cash proceeds from the incurrence, issuance or sale by the Borrower of First Lien Refinancing Notes, net of all taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale. -2- “First Lien Net Proceeds Acceptance Date” shall have the meaning assigned to such term in Section 2.11(h)(ii). “First Lien Net Proceeds Lender Participation Notice” shall have the meaning assigned to such term in Section 2.11(h)(iii). “First Lien Net Proceeds Prepayment Offer Amount” shall have the meaning assigned to such term in Section 2.11(h)(ii). “First Lien Net Proceeds Prepayment Offer” shall mean an offer to prepay Term B-3 Loans made in accordance with the provisions of subclauses (ii) through (iv) of Section 2.11(h). “First Lien Net Proceeds Prepayment Offer Notice” shall have the meaning assigned to such term in Section 2.11(h)(ii). “First Lien Net Proceeds Offered Term Loans” shall have the meaning assigned to such term in Section 2.11(h)(iii). “First Lien Net Proceeds Prepayment Offer Date” shall have the meaning assigned to such term in Section 2.11(h)(iv). “First Lien Notes” shall mean (i) the Initial First Lien Notes, (ii) any Future First Lien Notes and (iii) any refinancing, refunding, renewal or extension of any Initial First Lien Notes, Future First Lien Notes or First Lien Notes; provided that in connection with any such refinancing, refunding, renewal or extension, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (y) such Indebtedness otherwise complies with the definition of Future First Lien Notes and does not mature before the First Lien Notes being refinanced and (z) if such Indebtedness is secured by Liens that are pari passu with the Liens securing the Obligations, the amount of such refinancing Indebtedness (including amounts attributable to amounts set forth in the parenthetical to subclause (x) above) does not exceed the principal amount of the Indebtedness being refinanced or have a higher yield than the Indebtedness being refinanced.