SECOND AMENDED AND RESTATED SEVENTH MEZZANINE LOAN AGREEMENT Dated as of August 31, 2010 Among HARRAH’S LAS VEGAS MEZZ 7, LLC, HARRAH’S ATLANTIC CITY MEZZ 7, LLC, RIO MEZZ 7, LLC, FLAMINGO LAS VEGAS MEZZ 7, LLC, HARRAH’S LAUGHLIN MEZZ 7, LLC, AND...Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
SECOND AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT Dated as of August 31, 2010 Among HARRAH’S LAS VEGAS MEZZ 1, LLC, HARRAH’S ATLANTIC CITY MEZZ 1, LLC, RIO MEZZ 1, LLC, FLAMINGO LAS VEGAS MEZZ 1, LLC, HARRAH’S LAUGHLIN MEZZ 1, LLC, AND PARIS...First Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
SECOND AMENDED AND RESTATED SECOND MEZZANINE LOAN AGREEMENT Dated as of August 31, 2010 Among HARRAH’S LAS VEGAS MEZZ 2, LLC, HARRAH’S ATLANTIC CITY MEZZ 2, LLC, RIO MEZZ 2, LLC, FLAMINGO LAS VEGAS MEZZ 2, LLC, HARRAH’S LAUGHLIN MEZZ 2, LLC, AND PARIS...Second Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
SECOND AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 31, 2010 Among HARRAH’S LAS VEGAS PROPCO, LLC, HARRAH’S ATLANTIC CITY PROPCO, LLC, RIO PROPCO, LLC, FLAMINGO LAS VEGAS PROPCO, LLC, HARRAH’S LAUGHLIN PROPCO, LLC, AND PARIS LAS VEGAS...Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
AMENDED AND RESTATED OPERATING LEASE BETWEEN [PROPCO] as Landlord AND [OPCO] as Tenant Dated: as of August 31, 2010Operating Lease • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED OPERATING LEASE is made as of the 31st day of August, 2010 (as the same may be amended, modified and/or restated from time to time in accordance with the terms and conditions hereof, this “Lease”), between [PROPCO], a Delaware limited liability company, having an office for the conduct of business at [ ] (subject to Section 21.3(a) and Section 21.7, “Landlord”), and [OPCO], a [ ] (subject to Section 21.3(b) and Section 21.7, “Tenant”) having an office for the conduct of business at [ ].
NOTE SALES AGREEMENTNote Sales Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS NOTE SALES AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among each undersigned LENDER (as such term is defined in the Mortgage Loan Agreement), each undersigned FIRST MEZZANINE LENDER, SECOND MEZZANINE LENDER, THIRD MEZZANINE LENDER, FOURTH MEZZANINE LENDER, FIFTH MEZZANINE LENDER, SIXTH MEZZANINE LENDER, SEVENTH MEZZANINE LENDER, EIGHTH MEZZANINE LENDER and NINTH MEZZANINE LENDER (in each case, as such terms are defined in the Mortgage Loan Agreement) (individually or collectively as the context requires, together with their respective successors and assigns, the “Mezzanine Lender”), SPECIFIED MEZZANINE LENDER (as such term is hereinafter defined), HARRAH’S ENTERTAINMENT, INC., a Delaware corporation (“HET”), each undersigned MORTGAGE BORROWER (as such term is hereinafter defined), each undersigned MEZZANINE BORROWER (as such term is defined in the Mortgage Loan Agreement) and each
SECOND AMENDED AND RESTATED NINTH MEZZANINE LOAN AGREEMENT Dated as of August 31, 2010 Among HARRAH’S LAS VEGAS MEZZ 9, LLC, HARRAH’S ATLANTIC CITY MEZZ 9, LLC, RIO MEZZ 9, LLC, FLAMINGO LAS VEGAS MEZZ 9, LLC, HARRAH’S LAUGHLIN MEZZ 9, LLC, AND PARIS...Ninth Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
SECOND AMENDED AND RESTATED THIRD MEZZANINE LOAN AGREEMENT Dated as of August 31, 2010 Among HARRAH’S LAS VEGAS MEZZ 3, LLC, HARRAH’S ATLANTIC CITY MEZZ 3, LLC, RIO MEZZ 3, LLC, FLAMINGO LAS VEGAS MEZZ 3, LLC, HARRAH’S LAUGHLIN MEZZ 3, LLC, AND PARIS...Third Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
INTERCREDITOR AGREEMENT by and among JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A., MERRILL LYNCH MORTGAGE LENDING, INC., CREDIT SUISSE, CAYMAN ISLANDS BRANCH, GERMAN AMERICAN CAPITAL CORPORATION, MORGAN STANLEY MORTGAGE CAPITAL...Intercreditor Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT AMONG [FIRST] [SECOND] [THIRD] [FOURTH] [FIFTH] [SIXTH] [SEVENTH] [EIGHTH] [NINTH] MEZZANINE NOTEHOLDERS (this “Agreement”), is dated and effective as of August 31, 2010 by and among JPMORGAN CHASE BANK, N.A. , as holder of Note A-1 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-1 Holder”), BANK OF AMERICA, N.A., as holder of Note A-2 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-2 Holder”), CITIBANK, N.A., as holder of Note A-3 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-3 Holder”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as holder of Note A-4 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-4 Holder”), GERMAN AMERICAN CAPITAL CORPORATION, as holder of Note A-5 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-5
AGREEMENT AMONG THE THIRD MEZZANINE NOTEHOLDERS (Third Mezzanine Loan) JPMORGAN CHASE BANK, N.A., as Note A-1 Holder, BANK OF AMERICA, N.A., as Note A-2 Holder, CITIBANK, N.A., as Note A-3 Holder, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4...Third Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
AGREEMENT AMONG THE FIRST MEZZANINE NOTEHOLDERS (First Mezzanine Loan) JPMORGAN CHASE BANK, N.A., as Note A-1 Holder, BANK OF AMERICA, N.A., as Note A-2 Holder, CITIBANK, N.A., as Note A-3 Holder, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4...First Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
AGREEMENT AMONG THE SEVENTH MEZZANINE NOTEHOLDERS (Seventh Mezzanine Loan) CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder, GOLDMAN SACHS MORTGAGE COMPANY, as Note A-8 Holder, BANK OF AMERICA, N.A, as Collateral Agent and BANK OF AMERICA,...Seventh Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
Senior Loan or a Senior Junior Loan, as applicable, that would increase the interest rate or principal balance or shorten the maturity date of the Senior Loan or Senior Junior Loan, as applicable;
SECOND AMENDED AND RESTATED FIFTH MEZZANINE LOAN AGREEMENT Dated as of August 31, 2010 Among HARRAH’S LAS VEGAS MEZZ 5, LLC, HARRAH’S ATLANTIC CITY MEZZ 5, LLC, RIO MEZZ 5, LLC, FLAMINGO LAS VEGAS MEZZ 5, LLC, HARRAH’S LAUGHLIN MEZZ 5, LLC, AND PARIS...Fifth Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
SECOND AMENDED AND RESTATED FOURTH MEZZANINE LOAN AGREEMENT Dated as of August 31, 2010 Among HARRAH’S LAS VEGAS MEZZ 4, LLC, HARRAH’S ATLANTIC CITY MEZZ 4, LLC, RIO MEZZ 4, LLC, FLAMINGO LAS VEGAS MEZZ 4, LLC, HARRAH’S LAUGHLIN MEZZ 4, LLC, AND PARIS...Fourth Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
HOTEL AND CASINO MANAGEMENT AGREEMENT By and Among [MGMTCO], a [ ] limited liability company as Manager, [OPCO], a [ ] limited liability company as Tenant and [PROPCO], a Delaware limited liability company as Landlord Dated as of August 31, 2010Hotel and Casino Management Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation
This HOTEL AND CASINO MANAGEMENT AGREEMENT (this “Agreement”) is dated as of August 31, 2010 but is effective as of the Effective Date (as defined below), and is made and entered into by and among [OPCO], a [ ] limited liability company, or its successors and assigns (“Tenant”), whose address is c/o Harrah’s Entertainment, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109, [PROPCO], a Delaware limited liability company, whose address as of the date hereof is c/o Harrah’s Entertainment, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109 and [MGMTCO], a [ ] limited liability company, or its successors and assigns (“Manager”), whose address is c/o Harrah’s Entertainment, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109. Tenant, Landlord (as defined below) and Manager are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
AGREEMENT AMONG THE SECOND MEZZANINE NOTEHOLDERS (Second Mezzanine Loan) JPMORGAN CHASE BANK, N.A., as Note A-1 Holder, BANK OF AMERICA, N.A., as Note A-2 Holder, CITIBANK, N.A., as Note A-3 Holder, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4...Second Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
Senior Loan or a Senior Junior Loan, as applicable, that would increase the interest rate or principal balance or shorten the maturity date of the Senior Loan or Senior Junior Loan, as applicable;
AGREEMENT AMONG MORTGAGE NOTEHOLDERS JPMORGAN CHASE BANK, N.A., as Note A-1 Holder, BANK OF AMERICA, N.A., as Note A-2 Holder, CITIBANK, N.A., as Note A-3 Holder, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder, GERMAN AMERICAN CAPITAL...Agreement Among Mortgage Noteholders • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
AGREEMENT AMONG THE SIXTH MEZZANINE NOTEHOLDERS (Sixth Mezzanine Loan) CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder, GERMAN AMERICAN CAPITAL CORPORATION, as Note A-5 Holder, GOLDMAN SACHS MORTGAGE COMPANY, as Note A-8 Holder, BANK OF...Agreement Among the Sixth Mezzanine Noteholders • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
AGREEMENT AMONG THE FOURTH MEZZANINE NOTEHOLDERS (Fourth Mezzanine Loan) JPMORGAN CHASE BANK, N.A., as Note A-1 Holder, BANK OF AMERICA, N.A., as Note A-2 Holder, CITIBANK, N.A., as Note A-3 Holder, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4...Fourth Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
Senior Loan or a Senior Junior Loan, as applicable, that would increase the interest rate or principal balance or shorten the maturity date of the Senior Loan or Senior Junior Loan, as applicable;
AGREEMENT AMONG THE FIFTH MEZZANINE NOTEHOLDERS (Fifth Mezzanine Loan) CITIBANK, N.A., as Note A-3 Holder, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder, GERMAN AMERICAN CAPITAL CORPORATION as Note A-5-1 Holder, BLACKSTONE SPECIAL FUNDING...Agreement Among the Fifth Mezzanine Noteholders • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
SECOND AMENDED AND RESTATED EIGHTH MEZZANINE LOAN AGREEMENT Dated as of August 31, 2010 Among HARRAH’S LAS VEGAS MEZZ 8, LLC, HARRAH’S ATLANTIC CITY MEZZ 8, LLC, RIO MEZZ 8, LLC, FLAMINGO LAS VEGAS MEZZ 8, LLC, HARRAH’S LAUGHLIN MEZZ 8, LLC, AND PARIS...Eighth Mezzanine Loan Agreement • September 3rd, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
