0001193125-14-285255 Sample Contracts

Contract
Appointment and Acceptance • July 30th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 29, 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, having its principal corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801, in its capacities as successor Trustee and successor Collateral Agent (collectively, the “Successor Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at 60 Livingston Avenue, St. Paul, Minnesota 55107, in its capacities as resigning Trustee and resigning Collatera

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Contract
Appointment and Acceptance • July 30th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 29, 2014 (this “Instrument”), among Caesar’s Entertainment Operating Company, Inc., FKA 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 Harrah’s Court, Las Vegas, Nevada 89119, (the “Issuer”), Law Debenture Trust Company of New York, a national banking association, having its principal corporate trust office at 400 Madison Avenue, Suite 4D, New York, New York 10017, as successor Trustee (the “Successor Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at 2300 W. Sahara Avenue, Suite 200, Las Vegas, Nevada 89102 as resigning Trustee (the “Resigning Trustee”).

Contract
Appointment and Acceptance • July 30th, 2014 • Caesars Entertainment Operating Company, Inc. • Hotels & motels

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 29, 2014 (this “Instrument”), among CAESARS ENTERTAINMENT 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 89101-8969, as successor to Caesars Operating Escrow, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, and Casears Escrow Corporation, a corporation duly organized and existing under the laws of the State of Delaware (collectively, “Issuer”), UMB BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America having its principal corporate trust office at 120 South Sixth Street, #1400, Minneapolis, MN 55402, as successor Trustee (the “Successor Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the

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