0000903423-08-000082 Sample Contracts

Contract
Adoption Agreement • January 31st, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware

MANAGEMENT INVESTOR RIGHTS AGREEMENT dated as of January 28, 2008 (this “Agreement”), among Harrah’s Entertainment, Inc., a Delaware corporation (the “Company”), Apollo Hamlet Holdings, LLC, a Delaware limited liability company, Apollo Hamlet Holdings B, LLC, a Delaware limited liability company, TPG Hamlet Holdings, LLC, a Delaware limited liability company, TPG Hamlet Holdings B, LLC, a Delaware limited liability company, Hamlet Holdings LLC, a Delaware limited liability company, and the STOCKHOLDERS that are parties hereto.

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HARRAH’S ENTERTAINMENT, INC.
Harrahs Entertainment Inc • January 31st, 2008 • Services-miscellaneous amusement & recreation • Delaware

As you know, Harrah’s Entertainment, Inc. (“Harrah’s”) recently underwent a change in control, as contemplated by the Agreement and Plan of Merger, dated as of December 19, 2006, among Hamlet Holdings LLC (“Holdings”), Hamlet Merger Inc. and Harrah’s Entertainment, Inc. (the “Merger Agreement”). The closing of the merger (the “Closing”) occurred on January 28, 2008.

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