0001193125-11-147750 Sample Contracts

Contract
Credit Agreement • May 23rd, 2011 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York

AMENDMENT AGREEMENT (this “Agreement”) dated as of May 16, 2011, among CAESARS ENTERTAINMENT CORPORATION (formerly known as Harrah’s Entertainment, Inc.), a Delaware corporation (“Holdings”), CAESARS ENTERTAINMENT OPERATING COMPANY, INC. (formerly known as Harrah’s Operating Company, Inc.), a Delaware corporation (the “Borrower”), each Subsidiary Loan Party (as defined in the Existing Credit Agreement (as defined below)) party hereto, the LENDERS party hereto and BANK OF AMERICA, N.A., as administrative agent under the Credit Agreement dated as of January 28, 2008, among Holdings, the Borrower, the Lenders party thereto from time to time and the agents, arrangers and bookrunners party thereto, as in effect on the date hereof (the “Existing Credit Agreement”).

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