Exhibit








Exhibit 10.58 
THIRD AMENDMENT TO THE AMENDED AND RESTATED 
LIMITED LIABILITY COMPANY AGREEMENT OF 
CAESARS GROWTH PARTNERS, LLC


This Third Amendment (this "Amendment") to the Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC, a Delaware limited liability company (the "Company"), dated as of October 21, 2013, as amended by the First Amendment to the Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 23, 2016, and the Second Amendment to the Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 7, 2016, in each case, entered into by and among the parties hereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "CGP Operating Agreement"), is dated and effective as of February 13, 2017, is being entered into by and among Caesars Acquisition Company, a Delaware corporation ("CAC"), in its capacity as the Company's managing member and as a Member (as defined below), HIE Holdings, Inc., a Delaware corporation and Harrah's BC, Inc., a Delaware corporation (each, a "CEC Member", and together, the "CEC Members", and collectively with CAC, the "Members"), and Caesars Entertainment Corporation, a Delaware corporation ("CEC"). Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings given to such terms in the CGP Operating Agreement.
WHEREAS, in accordance with Section 15.5 of the CGP Operating Agreement, the Managing Member, CEC and the Members wish to amend the CGP Operating Agreement to increase the distributions to the CEC Members and permit its use for additional purposes as set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
ARTICLE I.
AMENDMENTS
Section 1.1 Section 1.1 of the CGP Operating Agreement. The following definitions shall be added to Exhibit A-1 of the CGP Operating Agreement in alphabetical order:
"CIE Proceeds Agreement" has the meaning set forth in Section 6.9(a).
Section 1.2 Section 6.9 of the CGP Operating Agreement. Section 6.9 of the CGP Operating Agreement is hereby amended to read in its entirety as follows (bold, underlined text indicates an addition):
"6.9. Special Distributions. Following the consummation of the CIE Sale Transaction, notwithstanding anything to the contrary in this Agreement (including, without limitation, Sections 6.2, 6.3, 6.4, 6.5 and 12.2), the Company shall make special distributions to the Members from the proceeds of the CIE Sale Transaction, as follows:
(a) from time to time, upon the reasonable request of CEC and to the extent (i) permitted by that certain CIE Proceeds and Reservation of Rights Agreement, dated as of September 9, 2016, by and among CIE, CAC, CEC and CEOC, as amended by the Amendment No. 1 to the CIE Proceeds and Reservation of Rights Agreement, dated as of October 7, 2016, entered into by the parties thereto (the "CIE Proceeds Agreement"), and (ii) that there is no action, suit or proceeding preventing such distribution, to the CEC Members, an aggregate cash amount not to exceed the sum of: (x) $235 million for the payment of professional fees and certain other payments as provided in the CIE Proceeds Agreement and that certain Restructuring Support, Forbearance, and Settlement Agreement, dated as of October 4, 2016, entered into by and among CEOC, CEC, CAC and the other parties thereto, (y) $50 million to replenish a deposit previously made by CEC for the support or advancement of a proposed casino project in South Korea and (z) $35 million to be paid to CEOC in satisfaction of the Recoverable Amount (as defined in the CIE Proceeds Agreement) in accordance with and as set forth in the CIE Proceeds Agreement (clauses (x), (y) and (z) collectively, the "CEC Special Distributions"); and


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(b) from time to time, when and as determined by the Managing Member, to CAC, an aggregate cash amount not to exceed the CAC Tax Liability Amount (the "CAC Special Distributions"). 
In addition, notwithstanding anything to the contrary in this Agreement, the parties hereto agree that (i) the Special Distributions shall not be taken into account for purposes of determining the amounts that any Member is entitled to receive under Sections 6.3 or 12.2, except to the extent provided in Section 12.2(c); (ii) without limiting the Special Distributions, no other distribution that constitutes a Tax Distribution shall be made to any Member as a result of any income or gains arising out of the CIE Sale Transaction; (iii) the proceeds of the CIE Sale Transaction used to pay the Special Distributions shall not be deemed proceeds of a Liquidation Event or a Partial Liquidation for purposes of this Agreement and the remaining proceeds of the CIE Sale Transaction shall be distributed at such time as the Managing Member shall determine as a Partial Liquidation in accordance with this Agreement; and (iv) for purposes of Section 6.2 (Allocations), Net Profits (and to the extent necessary, individual items of income or gain) attributable to the CIE Sale Transaction shall be allocated among the Members in a manner such that, after giving effect to the special allocations set forth in Section 6.2(b), the Capital Account (or sub-accounts as applicable) of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Members pursuant to Section 12.2 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 12.2 (Amounts and Priority of Distributions) to the Members immediately after making such allocation, minus (ii) such Member's share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets."
Section 1.3 Amendment to Section 12.2 of the CGP Operating Agreement. Section 12.2(d) of the CGP Operating Agreement is hereby amended to read in its entirety as follows (bold, underlined text indicates an addition):
"(d) Fourth, 100% to the holders of Class B Units (pro rata based on the relative amounts distributable to each such holder pursuant to this Section 12.2(d)) until the aggregate amount distributed in respect of each Class B Unit pursuant to this clause (d) and Section 6.3 hereof (and in the case of a Class B Unit that was converted from a Class A Unit, pursuant to clause (b) of this Section 12.2 in respect of such Unit) (inclusive of any amounts previously received in respect of each such Class B Unit pursuant to this clause (d)) equals (i) with respect to any Class B Units held by any Member other than CAC, the Class B Member Unit Amount in respect of each such Class B Unit as of the date of such distribution, and (ii) with respect to any Class B Units held by CAC, the Class B CAC Unit Amount in respect of each such Class B Unit as of the date of such distribution; and"
ARTICLE II.
MISCELLANEOUS
Section 2.1 Effect on Agreement. Except as expressly amended by this Amendment, the CGP Operating Agreement shall remain in full force and effect in accordance with its terms. As amended hereby, the CGP Operating Agreement is hereby ratified and confirmed in all respects.
Section 2.2 Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of CAC, as the Company's managing member, CEC and each Member and their respective heirs, permitted successors, permitted assigns, permitted distributees, and legal representatives; and by their signatures hereto, CAC, as the Company's managing member, CEC and each Member intends to and does hereby become bound. Nothing expressed or mentioned in this Amendment is intended or shall be construed to give any Person other than the parties hereto and their respective permitted successors and assigns any legal or equitable right, remedy or claim under, in or in respect of this Amendment or any provision herein contained. For purposes of this Amendment, "Person" means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.


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Section 2.3 Merger Agreement. Each of CAC and CEC acknowledge and agree that nothing in this Amendment shall amend, alter or modify in any respect the terms of, or constitute a consent, approval or waiver of rights under, that certain Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2016, between CAC and CEC (the "Merger Agreement"), including, without limitation, in respect of each party's covenants and obligations under Section 5.2 of the Merger Agreement (as such covenants and obligations relate to the proposed casino project in South Korea or otherwise).
Section 2.4 Governing Law; Severability. This Amendment, and all rights and remedies in connection therewith, will be governed by, and construed under, the applicable laws of the State of Delaware, without regard to otherwise governing principles of conflicts of law (whether of the State of Delaware or otherwise) that would result in the application of the laws of any other jurisdiction. If any provision of this Amendment is held to be illegal, invalid or unenforceable under present or future applicable laws effective during the term of this Amendment, such provision shall be fully severable; this Amendment shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Amendment; and the remaining provisions of this Amendment shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Amendment. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Amendment a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid, and enforceable.
Section 2.5 Counterparts. This Amendment may be executed in any number of counterparts (including facsimile counterparts), all of which together shall constitute a single instrument.


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IN WITNESS WHEREOF, the Company, the Managing Member and the other Members, and CEC have executed this Amendment as of the date first set forth above.
MANAGING MEMBER:




CAESARS ACQUISITION COMPANY




		
	By:
	/s/Craig Abrahams


Name: Craig Abrahams
Title: Chief Financial Officer




CEC:


CAESARS ENTERTAINMENT CORPORATION




		
	By:
	/s/Eric Hession


Name: Eric Hession
Title: Executive Vice President and Chief Financial Officer




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MEMBERS:




CAESARS ACQUISITION COMPANY
		
	By:
	/s/Craig Abrahams


Name: Craig Abrahams
Title: Chief Financial Officer




HIE HOLDINGS, INC.
		
	By:
	/s/ Eric Hession


Name: Eric Hession
Title: Treasurer




HARRAH'S BC, INC.
		
	By:
	/s/ Eric Hession


Name: Eric Hession
Title: Treasurer


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