Form of First Amendment to the Stockholders' Agreement



 Exhibit 10.91 
 FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of                  , 2012, by and among Apollo Hamlet
Holdings, LLC, a Delaware limited liability company, Apollo Hamlet Holdings B, LLC, a Delaware limited liability company, TPG Hamlet Holdings, LLC, a Delaware limited liability company, TPG Hamlet Holdings B, LLC, a Delaware limited liability
company, Co-Invest Hamlet Holdings, Series LLC, a Delaware series limited liability company, Co-Invest Hamlet Holdings B, LLC, a Delaware series limited liability company, Hamlet Holdings LLC, a Delaware limited liability company, and Caesars
Entertainment Corporation, a Delaware corporation (formerly known as Harrah’s Entertainment, Inc.) (the “Company”). 
 WHEREAS, the parties hereto are parties to that certain Stockholders’ Agreement, dated as of January 28, 2008 (the “Stockholders’ Agreement”); and 

WHEREAS, in accordance with Section 6.07 of the Stockholders’ Agreement, the parties hereto wish to amend the
Stockholders’ Agreement as provided herein. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Amendment to Stockholders’
Agreement. The definition of “Initial Public Offering” in Section 1.01 of the Stockholders Agreement is hereby amended and restated in its entirety as follows: 

““Initial Public Offering” means the first bona fide firm commitment underwritten public offering and
sale of common stock, limited liability company interests or other equity securities of the Company or its successors for cash pursuant to an effective registration statement (other than Form S-4, S-8 or a comparable form) under the Securities Act,
and in which such shares of common stock, limited liability company interests or other equity securities are listed on the New York Stock Exchange, the NASDAQ Stock Market or another internationally recognized stock exchange; provided, that,
notwithstanding the foregoing, the firm commitment underwritten public offering and sale of common stock pursuant to the Registration Statement on Form S-1 originally filed by the Company with the SEC on November 15, 2011 (as may be amended
from time to time) shall not constitute an Initial Public Offering.” 
 2. Effect on Stockholders’ Agreement.
This Amendment shall not constitute a waiver, amendment or modification of any provision of the Stockholders’ Agreement not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Stockholders’
Agreement are and shall remain in full force and effect and are hereby ratified and confirmed. On and after the date hereof, each reference in the Stockholders’ Agreement to “this Agreement,” “herein,” “hereof,”
“hereunder” or words of similar import shall mean and be a reference to the Stockholders’ Agreement as amended hereby. 
 3. Miscellaneous. 
 (a) Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof that would result in the application of the laws of any other jurisdiction. 







 (b) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY MATTER RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 (c) Jurisdiction; Venue. With respect to any disputes arising out of or related to this Amendment, the parties consent to the exclusive jurisdiction of, and venue in, the state courts in the State
of Delaware. 
 (d) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be
deemed an original (including facsimile signatures and signatures sent in PDF format via electronic mail), but all of such counterparts together shall be deemed to be one and the same instrument. 

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 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the
date first written above. 
  

			
	APOLLO HAMLET HOLDINGS, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	APOLLO HAMLET HOLDINGS B, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	APOLLO INVESTMENT FUND VI, L.P.
		
	By:	 	Apollo Advisors VI, L.P., its general partner
		
	By:	 	 Apollo Capital Management VI, LLC, its general partner

		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment to Stockholders’ Agreement] 







 
			
	TPG HAMLET HOLDINGS, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	TPG HAMLET HOLDINGS B, LLC
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	TPG V HAMLET AIV, L.P.
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to First Amendment to Stockholders’ Agreement] 







 
			
	CO-INVEST HAMLET HOLDINGS, SERIES LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CO-INVEST HAMLET HOLDINGS B, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment to Stockholders’ Agreement] 







 
			
	HAMLET HOLDINGS LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment to Stockholders’ Agreement] 







 
			
	CAESARS ENTERTAINMENT CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to First Amendment to Stockholders’ Agreement]