Caesars Entertainment Corporation [ ] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • February 2nd, 2012 • CAESARS ENTERTAINMENT Corp • Hotels & motels • New York
Caesars Entertainment Corporation, 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, [ ] 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 [ ] 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.
ContractStockholders’ Agreement • February 2nd, 2012 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Delaware
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of , 2012, by and among 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, Co-Invest Hamlet Holdings, Series LLC, a Delaware series limited liability company, Co-Invest Hamlet Holdings B, LLC, a Delaware series limited liability company, Hamlet Holdings LLC, a Delaware limited liability company, and Caesars Entertainment Corporation, a Delaware corporation (formerly known as Harrah’s Entertainment, Inc.) (the “Company”).
ContractRelease and Contribution Agreement • February 2nd, 2012 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Delaware
RELEASE AND CONTRIBUTION AGREEMENT, dated as of January 25, 2012 (this “Agreement”), by and among CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (“CEC”), CO-INVEST HAMLET HOLDINGS, SERIES LLC, a Delaware series limited liability company (“Co-Invest Series LLC”), CO-INVEST HAMLET HOLDINGS B, LLC, a Delaware series limited liability company (“Co-Invest B LLC;” collectively with Co-Invest Series LLC, the “Co-Invest LLCs”), and those co-investors of CEC listed under the heading “Participating Co-Investors” on Schedule I hereto (each, a “Co-Investor;” collectively, the “Co-Investors”).
Re: AcknowledgementCAESARS ENTERTAINMENT Corp • February 2nd, 2012 • Hotels & motels
Reference is made to that certain Services Agreement, dated as of January 28, 2008 (the “Agreement”), among Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.) (the “Company”), Apollo Management VI, L.P., on behalf of its 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”). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. Section references used herein refer to the respective sections of the Agreement.
