0001193125-08-022710 Sample Contracts

CREDIT AGREEMENT Dated as of January 28, 2008, Among HAMLET MERGER INC. (to be merged on the Closing Date with and into HARRAH’S ENTERTAINMENT, INC.), HARRAH’S OPERATING COMPANY, INC., as Borrower, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as...
Credit Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

WHEREAS, Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) have indirectly formed Merger Inc. for the purpose of entering into that certain Agreement and Plan of Merger by and among Hamlet Holdings LLC (“Parent”), Merger Inc., and Harrah’s Entertainment, Inc., a Delaware corporation (the “Company”), dated as of December 19, 2006 (as amended or supplemented as of the date hereof, the “Merger Agreement”), pursuant to which Merger Inc. will merge (the “Merger”) with and into the Company, with (i) the Company surviving as a Wholly-Owned Subsidiary of Parent and (ii) the Company assuming by operation of law all of the Obligations of Merger Inc. under this Agreement and the other Loan Documents; and

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THIRD MEZZANINE LOAN AGREEMENT Dated as of January 28, 2008 Between THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, collectively, as Borrower and JPMORGAN CHASE BANK N.A., as Lender
Third Mezzanine Loan Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS THIRD MEZZANINE LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (“Lender”), and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

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FIFTH MEZZANINE LOAN AGREEMENT Dated as of January 28, 2008 Between THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, collectively, as Borrower and JPMORGAN CHASE BANK N.A., as Lender
Fifth Mezzanine Loan Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS FIFTH MEZZANINE LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (“Lender”), and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

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NINTH MEZZANINE LOAN AGREEMENT Dated as of January 28, 2008 Between THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, collectively, as Borrower and JPMORGAN CHASE BANK N.A., as Lender
Ninth Mezzanine Loan Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS NINTH MEZZANINE LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (“Lender”), and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

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FIRST MEZZANINE LOAN AGREEMENT Dated as of January 28, 2008 Between THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, collectively, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender
First Mezzanine Loan Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS FIRST MEZZANINE LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (“Lender”) and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

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SIXTH MEZZANINE LOAN AGREEMENT Dated as of January 28, 2008 Between THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, collectively, as Borrower and JPMORGAN CHASE BANK N.A., as Lender
Sixth Mezzanine Loan Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS SIXTH MEZZANINE LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (“Lender”), and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

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SENIOR UNSECURED INTERIM LOAN AGREEMENT Dated as of January 28, 2008, Among HARRAH’S OPERATING COMPANY, INC., as Borrower, THE LENDERS PARTY HERETO, CITIBANK, N.A., as Administrative Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication Agent, BANC...
Interim Loan Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

WHEREAS, Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) have indirectly formed Hamlet Merger Inc., a Delaware Corporation (“Merger Inc.”), for the purpose of entering into that certain Agreement and Plan of Merger by and among Hamlet Holdings LLC (“Parent”), Merger Inc. and Harrah’s Entertainment, Inc., a Delaware corporation (the “Company”), dated as of December 19, 2006 (as amended or supplemented as of the date hereof, the “Merger Agreement”), pursuant to which Merger Inc. will merge (the “Merger”) with and into the Company, with the Company surviving as a Wholly Owned Subsidiary of Parent; and

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SECOND MEZZANINE LOAN AGREEMENT Dated as of January 28, 2008 Between THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, collectively, as Borrower and JPMORGAN CHASE BANK N.A., as Lender
Second Mezzanine Loan Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS SECOND MEZZANINE LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (“Lender”), and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

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FOURTH MEZZANINE LOAN AGREEMENT Dated as of January 28, 2008 Between THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, collectively, as Borrower and JPMORGAN CHASE BANK N.A., as Lender
Fourth Mezzanine Loan Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS FOURTH MEZZANINE LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (“Lender”), and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

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EIGHTH MEZZANINE LOAN AGREEMENT Dated as of January 28, 2008 Between THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, collectively, as Borrower and JPMORGAN CHASE BANK N.A., as Lender
Eighth Mezzanine Loan Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS EIGHTH MEZZANINE LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (“Lender”), and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

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SERVICES AGREEMENT
Services Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware

This Services Agreement (the “Agreement”) is entered into as of January 28, 2008, by and among Harrah’s Entertainment, Inc., a Delaware 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”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Nevada

THIS AGREEMENT, made as of January 28, 2008, between Harrah’s Entertainment, Inc., with offices at One Caesars Palace Drive, Las Vegas, Nevada (the “Company”), and Gary W. Loveman (“Executive”).

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LOAN AGREEMENT Dated as of January 28, 2008 Between THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, collectively, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender
Loan Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (“Lender”) and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

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SEVENTH MEZZANINE LOAN AGREEMENT Dated as of January 28, 2008 Between THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, collectively, as Borrower and JPMORGAN CHASE BANK N.A., as Lender
Seventh Mezzanine Loan Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS SEVENTH MEZZANINE LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (“Lender”), and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

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GUARANTY AND PLEDGE AGREEMENT
Guaranty and Pledge Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

GUARANTY AND PLEDGE AGREEMENT dated as of January 28, 2008 made by HAMLET MERGER INC., a Delaware corporation (to be merged on the Closing Date with and into HARRAH’S ENTERTAINMENT, INC., “Holdings”), in favor of BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”) for the lenders (the “Lenders”) parties to the Credit Agreement, dated as of January 28, 2008 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Holdings, Harrah’s Operating Company, Inc. (the “Borrower”), the Lenders party thereto from time to time, the Agent, and the other parties named therein.

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ROLLOVER OPTION AGREEMENT
Rollover Option Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware

This Rollover Option Agreement (this “Agreement”) is made effective as of January 27, 2008 (hereinafter referred to as the “Date of Grant”), between Harrah’s Entertainment, Inc. (the “Company”) and Gary W. Loveman (“Participant”).

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STOCKHOLDERS’ AGREEMENT BY AND AMONG APOLLO HAMLET HOLDINGS, LLC, APOLLO HAMLET HOLDINGS B, LLC, TPG HAMLET HOLDINGS, LLC, TPG HAMLET HOLDINGS B, LLC, CO- INVEST HAMLET HOLDINGS, SERIES LLC, CO-INVEST HAMLET HOLDINGS B, LLC, HAMLET HOLDINGS LLC AND...
Stockholders’ Agreement • February 7th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware

THIS STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of January 28, 2008, is made by and among Apollo, TPG, Hamlet Holdings and the Co-Investment Entities (each as defined below) and each other Person (as defined below) who may become party to this agreement from time to time in accordance with the provisions herein (with TPG, Apollo, Hamlet Holdings and the Co-Investment Entities, the “Stockholders”), and Harrah’s Entertainment, Inc., a Delaware corporation (the “Company”), and solely with respect to Sections 3.01 and 6.07, Apollo Investment Fund VI, L.P. and TPG V Hamlet AIV, L.P.

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