STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE __ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)Park Place Entertainment Corp • August 30th, 1999 • Hotels & motels
REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 22, 2000Registration Rights Agreement • March 22nd, 2000 • Park Place Entertainment Corp • Hotels & motels • New York
EXECUTIONStock Purchase Agreement • September 22nd, 1999 • Park Place Entertainment Corp • Hotels & motels • California
BY AND BETWEENDistribution Agreement • January 8th, 1999 • Park Place Entertainment Corp • Hotels & motels • New York
EMPLOYMENT AGREEMENT AGREEMENT by and between Park Place Entertainment Corporation, a Delaware corporation (the "Company"), and Arthur M. Goldberg (the "Executive"), dated as of December 31, 1998. WHEREAS, the Board of Directors of the Company (the...Employment Agreement • January 8th, 1999 • Park Place Entertainment Corp • Hotels & motels • Delaware
EXECUTION VERSION ASSET PURCHASE AGREEMENT dated as of September 27, 2004Asset Purchase Agreement • September 27th, 2004 • Caesars Entertainment Inc • Hotels & motels • Delaware
as Issuer ------------------------- andPark Place Entertainment Corp • March 22nd, 2000 • Hotels & motels • New York
HILTON HOTELS CORPORATION 7.375% Senior Notes due 2002 and 7% Senior Notes due 2004 FIRST SUPPLEMENTAL INDENTURE to Indenture dated as of April 15, 1997 BY AND AMONG HILTON HOTELS CORPORATION, PARK PLACE ENTERTAINMENT CORPORATION AND BNY WESTERN TRUST...Park Place Entertainment Corp • January 8th, 1999 • Hotels & motels • New York
Amendment To Employment AgreementEmployment Agreement • June 13th, 2005 • Caesars Entertainment Inc • Hotels & motels
WHEREAS, as a condition and inducement to each of Hilton's and Park Place's willingness to consummate the transactions contemplated by the Merger Agreement, Hilton and Park Place have requested that the Executive enter into a non-compete agreement,...Non-Competition Agreement • January 8th, 1999 • Park Place Entertainment Corp • Hotels & motels • New York
EMPLOYMENT AGREEMENT --------------------Employment Agreement • October 14th, 1998 • Park Place Entertainment Corp
PARK PLACE ENTERTAINMENT CORPORATION and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as Rights Agent Rights Agreement Dated as of December 29, 1998 RIGHTS AGREEMENTRights Agreement • December 30th, 1998 • Park Place Entertainment Corp • Hotels & motels • Delaware
7% Senior Notes due 2004Indenture • October 14th, 1998 • Park Place Entertainment Corp
AMONGRegistration Rights Agreement • August 30th, 1999 • Park Place Entertainment Corp • Hotels & motels • New York
AMENDMENT TO OPTION AGREEMENTOption Agreement • January 14th, 1999 • Park Place Entertainment Corp • Hotels & motels
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 21, 1998 AMONG PARK PLACE ENTERTAINMENT CORPORATION AND MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, NATIONSBANC MONTGOMERY SECURITIES LLC SG COWEN SECURITIES...Registration Rights Agreement • January 20th, 1999 • Park Place Entertainment Corp • Hotels & motels • New York
ARTICLE I AMENDMENTThe Rights Agreement • July 15th, 2004 • Caesars Entertainment Inc • Hotels & motels • Delaware
RECITALSCorporate Services Agreement • October 14th, 1998 • Park Place Entertainment Corp • New York
EXECUTIONTerm Credit Agreement • November 14th, 2000 • Park Place Entertainment Corp • Hotels & motels • California
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of July 14, 2004,Agreement and Plan of Merger • July 16th, 2004 • Caesars Entertainment Inc • Hotels & motels • Delaware
OPTION AGREEMENT made effective as of April 12, 1994, between Grand Casinos, Inc., a Minnesota corporation (the "Company"), and Morris Goldfarb ("Director"). BACKGROUNDOption Agreement • January 14th, 1999 • Park Place Entertainment Corp • Hotels & motels
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (this "AMENDMENT"), dated as of January 1, 2000, is made and entered into by and between Park Place Entertainment Corporation, a Delaware corporation (the "COMPANY"),...Employment Agreement • May 15th, 2000 • Park Place Entertainment Corp • Hotels & motels • Delaware
Registration Rights Agreement Dated as of April 11, 2003 among Park Place Entertainment Corporation and Banc of America Securities LLC Deutsche Bank Securities Inc. Scotia Capital (USA) Inc. Citigroup Global Markets Inc. J.P. Morgan Securities Inc. SG...Registration Rights Agreement • April 29th, 2003 • Park Place Entertainment Corp • Hotels & motels • New York
This Registration Rights Agreement (the "Agreement") is made and entered into this 11th day of April, 2003, among Park Place Entertainment Corporation, a Delaware corporation (the "Company"), Banc of America Securities LLC ("Banc of America") and each of the other Initial Purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the "Initial Purchasers," which term shall also include any initial purchaser substituted as provided in Section 11 thereof).
EXECUTIONStock Purchase Agreement • September 22nd, 1999 • Park Place Entertainment Corp • Hotels & motels • California
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 30th, 1999 • Park Place Entertainment Corp • Hotels & motels • New York
INDENTURE betweenPark Place Entertainment Corp • January 20th, 1999 • Hotels & motels • New York
Exhibit 99.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") entered into May 17, 2004 between CAESARS ENTERTAINMENT, INC. ("Employer" or the "Company") and WESLEY D. ALLISON ("Executive"). In consideration of the premises and mutual...Employment Agreement • October 21st, 2004 • Caesars Entertainment Inc • Hotels & motels • Nevada
Exhibit 4.4 AMENDMENT NO.1 TO FIVE YEAR CREDIT AGREEMENT This Amendment No. 1 to Five Year Credit Agreement dated as of August 31, 1999 is entered into with reference to the Five Year Credit Agreement (the "Credit Agreement") dated as of December 31,...Five Year Credit Agreement • September 22nd, 1999 • Park Place Entertainment Corp • Hotels & motels
dated as of April 27, 1999 by and amongStock Purchase Agreement • May 17th, 1999 • Park Place Entertainment Corp • Hotels & motels • New York
EMPLOYMENT AGREEMENT AGREEMENT by and between Park Place Entertainment Corporation, a Delaware corporation (the "Company"), and Arthur M. Goldberg (the "Executive"), dated as of October __, 1998. WHEREAS, the Board of Directors of the Company (the...Employment Agreement Agreement • October 14th, 1998 • Park Place Entertainment Corp
REGISTRATION RIGHTS AGREEMENT Dated as of April 7, 2004 by and between CAESARS ENTERTAINMENT, INC. andRegistration Rights Agreement • May 19th, 2004 • Caesars Entertainment Inc • Hotels & motels • New York
This Registration Rights Agreement (this “Agreement”) is dated as of April 7, 2004, by and between Caesars Entertainment, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Citigroup Global Markets Inc., SG Cowen Securities Corporation, Wells Fargo Securities, LLC, Scotia Capital (USA) Inc., Commerzbank Capital Markets Corporation and The Royal Bank of Scotland plc (the “Initial Purchasers”).
EXHIBIT 10.3 DISTRIBUTION AGREEMENT BY AND BETWEEN HILTON HOTELS CORPORATION AND GAMING CO., INC. (TO BE RENAMED _____________________) DATED AS OF [________ __], 1998 ------------------------------------- TABLE OF CONTENTSDistribution Agreement • October 14th, 1998 • Park Place Entertainment Corp • New York
EXHIBIT 4.1 AMENDMENT NO. 2 TO FIVE YEAR CREDIT AGREEMENT This Amendment No. 2 to Five Year Credit Agreement dated as of August 28, 2000 is entered into with reference to the Five Year Credit Agreement dated as of December 31, 1998 (as amended by...Joinder and Assumption Agreement • November 14th, 2000 • Park Place Entertainment Corp • Hotels & motels • California
AMENDED AND RESTATED SHORT TERM CREDIT AGREEMENT dated as of August 22, 2002 among PARK PLACE ENTERTAINMENT CORPORATION The Lenders, Syndication Agent and Co-Documentation Agents Referred to Herein and BANK OF AMERICA, N.A. as Administrative AgentTerm Credit Agreement • November 14th, 2002 • Park Place Entertainment Corp • Hotels & motels • California
AMENDED AND RESTATED SHORT TERM CREDIT AGREEMENT dated as of August 22, 2002, among PARK PLACE ENTERTAINMENT CORPORATION, the Lenders listed on the signature pages hereto, THE BANK OF NOVA SCOTIA, as Syndication Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, SOCIÉTÉ GÉNÉRALE and CITICORP USA, INC. as Co-Documentation Agents and BANK OF AMERICA, N.A., as Administrative Agent.
Exhibit 99.2 LETTER OF UNDERSTANDING This letter of understanding among Caesars Entertainment, Inc. (the "Company"), Harrah's Entertainment, Inc. ("Harrah's") and Bernard E. DeLury, Jr. (the "Executive" and, together with the Company and Harrah's, the...Letter of Understanding • October 21st, 2004 • Caesars Entertainment Inc • Hotels & motels
