Joinder and Supplement to the Intercreditor Agreement



 Exhibit 10.3 
 EXECUTION VERSION             
 JOINDER AND SUPPLEMENT 
 to 

INTERCREDITOR AGREEMENT 
 Reference is made to that certain Intercreditor Agreement, dated as of December 24, 2008 and supplemented as of April 15, 2009, June 10, 2009, September 11, 2009 and
May 20, 2010 (as supplemented on the date hereof through the execution and delivery of this Agreement and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), among Bank of America, N.A., as Credit Agreement Agent and each Other First Priority Lien Obligations Agent from time to time party thereto, each in its capacity as First Lien Agent, U.S. Bank National Association, as Trustee
and each collateral agent for any Future Second Lien Indebtedness from time to time party thereto, each in its capacity as Second Priority Agent (attached hereto as Exhibit A). Capitalized terms used but not defined herein shall have the meanings
assigned in the Intercreditor Agreement. 
 This Joinder and Supplement to the Intercreditor Agreement (this
“Agreement”), dated as of March 1, 2012 (the “Effective Date”), by and among (i) U.S. Bank National Association, as trustee (the “New Trustee”) pursuant to the indenture, dated as of
February 14, 2012 (the “Base Indenture”), by and among Caesars Escrow Corporation (“Escrow Corp.”), Caesars Operating Escrow LLC (together with Escrow Corp., the “Escrow Issuers”), Caesars
Entertainment Corporation (“CEC”), as guarantor, and the New Trustee, as supplemented by the supplemental indenture, to be entered into as of the date hereof (together with the Base Indenture, the “New Indenture”)
among the Escrow Issuers, Caesars Entertainment Operating Company, Inc. (“CEOC”) and the New Trustee, pursuant to which CEOC will assume the obligations of the Escrow Issuers under the Base Indenture, (ii) U.S. Bank National
Association, as Trustee under the Intercreditor Agreement, (iii) Bank of America, N.A., as Credit Agreement Agent under the Intercreditor Agreement, (iv) U.S. Bank National Association as a Second Priority Agent under the Intercreditor
Agreement, and (v) any other First Lien Agent and Second Priority Agent from time to time party to the Intercreditor Agreement, has been entered into to record the accession of the New Trustee as an Other First Priority Lien Obligations Agent
under the Intercreditor Agreement on behalf of the holders of the 8.5% Senior Secured Notes due 2020 (the “New Notes”) issued pursuant to the New Indenture. 
 The parties to this Agreement hereby agree as follows: 
 A. The New Trustee
agrees to become, with immediate effect, a party to and agrees to be bound by the terms of the Intercreditor Agreement as an Other First Priority Lien Obligations Agent, as if it had originally been party to the Intercreditor Agreement as a First
Lien Agent. 
 B. The Obligations under the New Notes, the New Indenture and any other document or agreement entered into
pursuant thereto are designated as Other First Priority Lien Obligations. The Lien on the Common Collateral securing such Other First Priority Lien 







 
Obligations shall have priority over and be senior in all respects to all Liens on the Common Collateral securing any Second Priority Claims on the terms set forth in the Intercreditor Agreement
and shall be equal and ratable with all Liens on the Common Collateral securing any other Senior Lender Claims. 
 C. The New
Trustee confirms that its address for notices pursuant to the Intercreditor Agreement is as follows: 
  

							
	  	 	U.S. Bank National Association	  	 
		 	EP-MN-WS3C, 60 Livingston Avenue	  	
		 	St. Paul, MN 55107-1419	  	
		 	Telephone: (651) 495-3909	  	
		 	Facsimile: (651) 495-8097	  	
		 	Attn:	  	Corporate Trust Services,	  	
		 		  	Raymond S. Haverstock	  	

 D. Each party to this Agreement (other than the New Trustee) confirms the acceptance of the New Trustee
as an Other First Priority Lien Obligations Agent for purposes of the Intercreditor Agreement. 
 E. Except as expressly
provided herein, in the Intercreditor Agreement or in any Other First Priority Lien Obligations Documents, the New Trustee is acting in the capacity of Other First Priority Lien Obligations Agent solely with respect to the Senior Lender Claims owed
to the New Trustee and the holders of the New Notes issued pursuant to the New Indenture. For the avoidance of doubt, the provisions of Article VII of the New Indenture applicable to the New Trustee thereunder shall also apply to the New Trustee
acting under or in connection with the Intercreditor Agreement. 
 F. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York. 
 G. This Agreement may be executed in counterparts, each of which shall
constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of
this Agreement. 
 [SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective
Date. 
  

			
	U.S. BANK NATIONAL ASSOCIATION
	as New Trustee and Other First Priority Lien Obligations Agent
		
	By:	 	 /s/ Raymond S. Haverstock

	Name: Raymond S. Haverstock
	Title: Vice President


 [Joinder and Supplement to 2nd Lien Intercreditor Agreement] 







 Acknowledged and Agreed: 
  

			
	CAESARS ENTERTAINMENT OPERATING
COMPANY, INC.
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name: Jonathan S. Halkyard
	Title: Executive Vice President and Chief Financial Officer
	
	CAESARS ENTERTAINMENT CORPORATION
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name: Jonathan S. Halkyard
	Title: Executive Vice President and Chief Financial Officer
	
	 BANK OF AMERICA, N.A.
 as Credit Agreement Agent

		
	By:	 	 /s/ Edward Martin

	Name: Edward Martin
	Title: Director
	
	 U.S. BANK NATIONAL ASSOCIATION
 as Trustee

		
	By:	 	 /s/ Raymond S. Haverstock

	Name: Raymond S. Haverstock
	Title: Vice President
	
	 U.S. BANK NATIONAL ASSOCIATION
 as Second Priority Agent

		
	By:	 	 /s/ Raymond S. Haverstock

	Name: Raymond S. Haverstock
	Title: Vice President


  
 [Joinder and Supplement to 2nd Lien Intercreditor Agreement] 








 Exhibit A