0001193125-14-422673 Sample Contracts

Contract
Caesars Entertainment Operating Company, Inc. • November 24th, 2014 • Hotels & motels

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of November 21, 2014 (this “Instrument”), among CAESARS ENTERTAINMENT OPERATING COMPANY, INC. (f/k/a HARRAH’S OPERATING COMPANY, INC.), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at One Caesars Palace Drive, Las Vegas, Nevada 89101 (the “Issuer”), WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank duly organized and existing under the laws of the United States (“WSFS”), having its corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801, in its capacities as resigning Trustee and resigning Collateral Agent (collectively, the “Resigning Trustee”), and DELAWARE TRUST COMPANY, a Delaware state-chartered trust company (“Delaware Trust”), having its corporate trust office at 2711 Centerville Road, Wilmington, Delaware 19808, in its capacities as successor Trustee and successor Collateral Agent (collectively, the “Successor Trustee”).

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