AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER between CAESARS ACQUISITION COMPANY and CAESARS ENTERTAINMENT CORPORATION Dated as of July 9, 2016Agreement and Plan of Merger • July 11th, 2016 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 9, 2016 (this “Agreement”), is entered into by and between Caesars Acquisition Company, a Delaware corporation (“CAC”), and Caesars Entertainment Corporation, a Delaware corporation (“CEC”).
VOTING AGREEMENTVoting Agreement • July 11th, 2016 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Delaware
This Agreement (this “Agreement”), dated as of July 9, 2016, is entered into by and between Caesars Entertainment Corporation, a Delaware corporation (“CEC”), and Hamlet Holdings LLC, a Delaware limited liability company (“VoteCo”) and, solely for the purposes of Section 4.3, Section 6.11 and Section 6.12, the Holders (as defined below). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the A&R Merger Agreement (as defined below) or the Bank RSA (as defined below), each as in effect on the date hereof.
FIRST AMENDED AND RESTATED RESTRUCTURING SUPPORT, SETTLEMENT AND CONTRIBUTION AGREEMENTAgreement • July 11th, 2016 • CAESARS ENTERTAINMENT Corp • Hotels & motels • Delaware
This First Amended and Restated Restructuring Support, Settlement And Contribution Agreement dated as of July 9, 2016 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), amends, restates, and replaces in its entirety the Restructuring Support, Settlement And Contribution Agreement dated as of June 7, 2016, including all schedules, annexes, and exhibits attached thereto. among: (i) Caesars Entertainment Operating Company, Inc. (“CEOC”), on behalf of itself and each of the debtors in the Chapter 11 Cases and its other direct and indirect subsidiaries (collectively, the “Company”), and (ii) Caesars Entertainment Corporation (“CEC” and together with the Company, each referred to as a “Party” and collectively referred to as the “Parties”). All capitalized terms not defined herein shall have the meanings ascribed to them in the CEOC Plan (as defined below).
