FORM OF INDEMNIFICATION AGREEMENT] INDEMNIFICATION AGREEMENTIndemnification Agreement • October 11th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Caesars Acquisition Company, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of October , 2013, is entered into by and between Caesars Entertainment Corporation, a Delaware corporation (the “Company”) and the Holders.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAESARS GROWTH PARTNERS, LLC, A DELAWARE LIMITED LIABILITY COMPANY October , 2013Limited Liability Company Agreement • October 11th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended from time to time, this “Agreement”) of Caesars Growth Partners, LLC, a Delaware limited liability company (the “Company”), is entered into as of October , 2013 (the “Effective Date”), by and among the Persons executing this Agreement as Members (along with those Persons who later properly join to this Agreement, each a “Member”).
TRANSACTION AGREEMENT by and among CAESARS ENTERTAINMENT CORPORATION, HIE HOLDINGS, INC., HARRAH’S BC, INC., PHW LAS VEGAS, LLC, PHW MANAGER, LLC, CAESARS BALTIMORE ACQUISITION COMPANY, LLC, CAESARS BALTIMORE MANAGEMENT COMPANY, LLC, CAESARS...Transaction Agreement • October 11th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware
This TRANSACTION AGREEMENT, dated as of October , 2013 (this “Agreement”), is entered into by and among Caesars Entertainment Corporation, a Delaware corporation (“CEC”), HIE Holdings, Inc., a Delaware corporation (“HIE Holdings”), Harrah’s BC, Inc., a Delaware corporation (“BondCo”), PHW Las Vegas, LLC, a Nevada limited liability company (“PHW Las Vegas”), PHW Manager, LLC, a Nevada limited liability company (“PHW Manager”), Caesars Baltimore Acquisition Company, LLC, a Delaware limited liability company (“CBAC”), Caesars Baltimore Management Company, LLC, a Delaware limited liability company (“Baltimore Manager”, together with CEC, HIE Holdings, BondCo, PHW Las Vegas, PHW Manager and CBAC, the “Caesars Parties”), Caesars Acquisition Company, a Delaware corporation (“CAC”) and Caesars Growth Partners, LLC, a Delaware limited liability company (“Growth Partners”).
ContractOmnibus Voting Agreement • October 11th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware
OMNIBUS VOTING AGREEMENT, dated as of October , 2013 (this “Voting Agreement”), by and among Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC and TPG Hamlet Holdings B, LLC (each, a “Sponsor”, and collectively, the “Sponsors”), Co-Invest Hamlet Holdings, Series LLC and Co-Invest Hamlet Holdings B, LLC (collectively, the “Co-Investment Entities”, and together with the Sponsors, the “Proxy Grantors”), Hamlet Holdings LLC (“VoteCo”), Caesars Entertainment Corporation (“CEC”) and Caesars Acquisition Company (“CAC”).
