FORM OF INDEMNIFICATION AGREEMENT] INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Caesars Entertainment Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FORM OF UNDERWRITING AGREEMENT] Harrah’s Entertainment, Inc. 31,250,000 Shares1 Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • November 16th, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
Harrah’s Entertainment, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 31,250,000 shares of common stock, $0.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,687,500 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 21 hereof.
FORM OF AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT]Management Investor Rights Agreement • November 16th, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT dated as of [ ], 2010 (this “Agreement”), among Caesars Entertainment Corporation (formerly known as 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.
FORM OF AMENDED AND RESTATED SERVICES AGREEMENT]Services Agreement • November 16th, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
THIS AMENDED AND RESTATED SERVICES AGREEMENT is entered into as of November [ ], 2010, by and among Harrah’s Entertainment, Inc., a Delaware corporation (to be renamed Caesars Entertainment Corporation) (the “Company”), Apollo Management VI, L.P., on behalf of affiliated investment funds (“Apollo Management”), Apollo Alternative Assets, L.P. (“Apollo Alternative,” and, together with Apollo Management, “Apollo”) and TPG Capital, L.P. (“TPG,” and, together with Apollo, the “Managers”).
