AMENDED AND RESTATED THIRD MEZZANINE LOAN AGREEMENT Dated as of May 22, 2008 Between HARRAH’S LAS VEGAS MEZZ 3, LLC, HARRAH’S ATLANTIC CITY MEZZ 3, LLC, RIO MEZZ 3, LLC, FLAMINGO LAS VEGAS MEZZ 3, LLC, HARRAH’S LAUGHLIN MEZZ 3, LLC, AND PARIS LAS...Third Mezzanine Loan Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED THIRD MEZZANINE LOAN AGREEMENT, dated as of May 22, 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 HARRAH’S LAS VEGAS MEZZ 3, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 3, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 3, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 3, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
THIS AGREEMENT, made as of this 27th day of February 2008 between Harrah’s Entertainment, Inc. (the “Company”) and Gary W. Loveman (the “Participant”).
AMENDED AND RESTATED FIFTH MEZZANINE LOAN AGREEMENT Dated as of May 22, 2008 Between HARRAH’S LAS VEGAS MEZZ 5, LLC, HARRAH’S ATLANTIC CITY MEZZ 5, LLC, RIO MEZZ 5, LLC, FLAMINGO LAS VEGAS MEZZ 5, LLC, HARRAH’S LAUGHLIN MEZZ 5, LLC, AND PARIS LAS...Fifth Mezzanine Loan Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED FIFTH MEZZANINE LOAN AGREEMENT, dated as of May 22, 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 HARRAH’S LAS VEGAS MEZZ 5, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 5, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 5, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 5, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS
AMENDED AND RESTATED NINTH MEZZANINE LOAN AGREEMENT Dated as of May 22, 2008 Between HARRAH’S LAS VEGAS MEZZ 9, LLC, HARRAH’S ATLANTIC CITY MEZZ 9, LLC, RIO MEZZ 9, LLC, FLAMINGO LAS VEGAS MEZZ 9, LLC, HARRAH’S LAUGHLIN MEZZ 9, LLC, AND PARIS LAS...Ninth Mezzanine Loan Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED NINTH MEZZANINE LOAN AGREEMENT, dated as of May 22, 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 HARRAH’S LAS VEGAS MEZZ 9, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 9, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 9, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 9, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS L
AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT Dated as of May 22, 2008 Between HARRAH’S LAS VEGAS MEZZ 1, LLC, HARRAH’S ATLANTIC CITY MEZZ 1, LLC, RIO MEZZ 1, LLC, FLAMINGO LAS VEGAS MEZZ 1, LLC, HARRAH’S LAUGHLIN MEZZ 1, LLC, AND PARIS LAS...First Mezzanine Loan Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT, dated as of May 22, 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 HARRAH’S LAS VEGAS MEZZ 1, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS L
AMENDED AND RESTATED SIXTH MEZZANINE LOAN AGREEMENT Dated as of May 22, 2008 Between HARRAH’S LAS VEGAS MEZZ 6, LLC, HARRAH’S ATLANTIC CITY MEZZ 6, LLC, RIO MEZZ 6, LLC, FLAMINGO LAS VEGAS MEZZ 6, LLC, HARRAH’S LAUGHLIN MEZZ 6, LLC, AND PARIS LAS...Sixth Mezzanine Loan Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED SIXTH MEZZANINE LOAN AGREEMENT, dated as of May 22, 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 HARRAH’S LAS VEGAS MEZZ 6, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 6, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 6, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 6, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS L
AMENDED AND RESTATED SECOND MEZZANINE LOAN AGREEMENT Dated as of May 22, 2008 Between HARRAH’S LAS VEGAS MEZZ 2, LLC, HARRAH’S ATLANTIC CITY MEZZ 2, LLC, RIO MEZZ 2, LLC, FLAMINGO LAS VEGAS MEZZ 2, LLC, HARRAH’S LAUGHLIN MEZZ 2, LLC, AND PARIS LAS...Second Mezzanine Loan Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED SECOND MEZZANINE LOAN AGREEMENT, dated as of May 22, 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 HARRAH’S LAS VEGAS MEZZ 2, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 2, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 2, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 2, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS
AMENDED AND RESTATED FOURTH MEZZANINE LOAN AGREEMENT Dated as of May 22, 2008 Between HARRAH’S LAS VEGAS MEZZ 4, LLC, HARRAH’S ATLANTIC CITY MEZZ 4, LLC, RIO MEZZ 4, LLC, FLAMINGO LAS VEGAS MEZZ 4, LLC, HARRAH’S LAUGHLIN MEZZ 4, LLC, AND PARIS LAS...Fourth Mezzanine Loan Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED FOURTH MEZZANINE LOAN AGREEMENT, dated as of May 22, 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”), HARRAH’S LAS VEGAS MEZZ 4, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 4, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 4, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 4, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS
AMENDED AND RESTATED EIGHTH MEZZANINE LOAN AGREEMENT Dated as of May 22, 2008 Between HARRAH’S LAS VEGAS MEZZ 8, LLC, HARRAH’S ATLANTIC CITY MEZZ 8, LLC, RIO MEZZ 8, LLC, FLAMINGO LAS VEGAS MEZZ 8, LLC, HARRAH’S LAUGHLIN MEZZ 8, LLC, AND PARIS LAS...Eighth Mezzanine Loan Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED EIGHTH MEZZANINE LOAN AGREEMENT, dated as of May 22, 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 HARRAH’S LAS VEGAS MEZZ 8, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 8, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 8, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 8, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
THIS AGREEMENT, made as of this 27th day of February 2008 between Harrah’s Entertainment, Inc. (the “Company”) and Thomas M. Jenkin (the “Participant”).
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
THIS AGREEMENT, made as of this 27th day of February 2008 between Harrah’s Entertainment, Inc. (the “Company”) and J. Carlos Tolosa (the “Participant”).
AMENDED AND RESTATED LOAN AGREEMENT Dated as of May 22, 2008 Between HARRAH’S LAS VEGAS PROPCO, LLC, HARRAH’S ATLANTIC CITY PROPCO, LLC, RIO PROPCO, LLC, FLAMINGO LAS VEGAS PROPCO, LLC, HARRAH’S LAUGHLIN PROPCO, LLC, AND PARIS LAS VEGAS PROPCO, LLC,...Loan Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of May 22, 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 HARRAH’S LAS VEGAS PROPCO, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS PROPCO,
AMENDED AND RESTATED SEVENTH MEZZANINE LOAN AGREEMENT Dated as of May 22, 2008 Between HARRAH’S LAS VEGAS MEZZ 7, LLC, HARRAH’S ATLANTIC CITY MEZZ 7, LLC, RIO MEZZ 7, LLC, FLAMINGO LAS VEGAS MEZZ 7, LLC, HARRAH’S LAUGHLIN MEZZ 7, LLC, AND PARIS LAS...Seventh Mezzanine Loan Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED SEVENTH MEZZANINE LOAN AGREEMENT, dated as of May 22, 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 HARRAH’S LAS VEGAS MEZZ 7, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 7, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 7, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 7, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
THIS AGREEMENT, made as of this 27th day of February 2008 between Harrah’s Entertainment, Inc. (the “Company”) and Jonathan S. Halkyard (the “Participant”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of June 12, 2008, among the GUARANTORS (the “New Note Guarantors”) as listed on Schedule I attached hereto, each a subsidiary of HARRAH’S OPERATING COMPANY, INC. (or its successor), a Delaware corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • August 11th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware
WHEREAS, the Company has adopted and maintains the Harrah’s Entertainment, Inc. Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and Stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company;
