Common Contracts

Form of Tax Matters Agreement

Tax Matters Agreement • September 28th, 2017 • New York

• Contract Type
  Tax Matters Agreement
• Filed
  September 28th, 2017
• Jurisdiction
  New York

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 2, 2017, is entered into by and among, Caesars Entertainment Corporation, a Delaware corporation (“CEC”), CEOC, LLC, a Delaware limited liability company (“CEOC LLC”), VICI Properties Inc., a Maryland corporation (the “REIT”), VICI Properties L.P., a Delaware limited partnership (“PropCo”), CPLV Property Owner LLC, a Delaware limited liability company (“CPLV PropCo” and, together with the REIT and PropCo, the “REIT Parties”). CEC, CEOC and the REIT Parties shall be referred to collectively as the “Parties”. Any capitalized term used herein without definition shall have the meaning given to it in the Plan (as defined herein).