0001193125-09-055861 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor Agreement • March 17th, 2009 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS INTERCREDITOR AGREEMENT is dated as of December 24, 2008, among BANK OF AMERICA, N.A., as Credit Agreement Agent, each Other First Priority Lien Obligations Agent from time to time party hereto, each in its capacity as First Lien Agent, U.S. BANK NATIONAL ASSOCIATION, as Trustee and each collateral agent for any Future Second Lien Indebtedness from time to time party hereto, each in its capacity as Second Priority Agent.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2009 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Nevada

THIS AGREEMENT, made as of January 28, 2008, and amended on March 13, 2009, between Harrah’s Entertainment, Inc., with offices at One Caesars Palace Drive, Las Vegas, Nevada (the “Company”), and Gary W. Loveman (“Executive”).

INTERCREDITOR AGREEMENT
Intercreditor Agreement • March 17th, 2009 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of January 28, 2008 is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Secured Parties under the below-described Credit Agreement (the “Agent”), Citibank, N.A. (including any successor administrative agent under the below-described Bridge Loan Agreement, the “Bridge Agent”), in its capacity as administrative agent under the below-described Bridge Loan Agreement, each Additional Contributing Agent (as defined below) from time to time party hereto and, upon the execution of a counterpart to this Agreement following the execution of the below-described Indenture, U.S. Bank National Association (including any successor trustee under the below-described Indenture, the “Notes Trustee”), in its capacity as Trustee under the below-described Indenture.

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