SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 9th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of April 12, 2013, between CAESARS ENTERTAINMENT OPERATING COMPANY, INC. (formerly known as Harrah’s Operating Company, Inc.), a Delaware corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.
Caesars Entertainment Corporation One Caesars Palace Drive Las Vegas, NV 89109Management Investor Rights Agreement • May 9th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels
Reference is made to that certain Amended and Restated Management Investor Rights Agreement, dated as of November 22, 2010, among Caesars Entertainment Corporation, a Delaware corporation, (the “Company”), Apollo Hamlet Holdings, LLC, a Delaware limited liability company (“Apollo Hamlet”), Apollo Hamlet Holdings B, LLC, a Delaware limited liability company (“Apollo Hamlet B”, and together with Apollo Hamlet, “Apollo”), TPG Hamlet Holdings, LLC, a Delaware limited liability company (“TPG Hamlet”), TPG Hamlet Holdings B, LLC, a Delaware limited liability company (“TPG Hamlet B” , and together with TPG Hamlet, “TPG”) (TPG, together with Apollo, the “Sponsors” ), Hamlet Holdings LLC, a Delaware limited liability company, and the stockholders party thereto (such agreement, as amended or modified from time to time, the “Agreement”). Any capitalized terms used and not defined herein have the meanings ascribed to them in the Agreement.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • May 9th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of April 12, 2013, between CAESARS ENTERTAINMENT OPERATING COMPANY, INC. (formerly known as Harrah’s Operating Company, Inc.), a Delaware corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 9th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of April 12, 2013, between CAESARS ENTERTAINMENT OPERATING COMPANY, INC., a Delaware corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 9th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of April 12, 2013, between CAESARS ENTERTAINMENT OPERATING COMPANY, INC. (formerly known as Harrah’s Operating Company, Inc.), a Delaware corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • May 9th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) dated as of April 12, 2013, between CAESARS ENTERTAINMENT OPERATING COMPANY, INC., a Delaware corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.
WAIVERWaiver • May 9th, 2013 • CAESARS ENTERTAINMENT Corp • Hotels & motels
THIS WAIVER, made and effective as of April 29, 2013 (the “Waiver”), is made by and between Gary W. Loveman (“Executive”), Chairman of the Board, Chief Executive and President of Caesars Entertainment Corporation, a Delaware corporation (the “Company”), and the Company.
