EX-10.2



 Exhibit 10.2 

Execution Copy 
 THIS AGREEMENT IS
NOT, AND SHALL NOT BE DEEMED, A SOLICITATION FOR CONSENTS TO ANY PLAN PURSUANT TO SECTIONS 1125 AND 1126 OF THE BANKRUPTCY CODE. VOTES ON THE PLANS SHALL NOT BE SOLICITED UNTIL SUCH PARTY HAS RECEIVED THE DISCLOSURE STATEMENTS AND RELATED BALLOT(S),
AS APPROVED BY THE BANKRUPTCY COURT. 
 FIRST AMENDED AND RESTATED RESTRUCTURING SUPPORT, SETTLEMENT 

AND CONTRIBUTION AGREEMENT 

This First Amended and Restated Restructuring Support, Settlement And Contribution Agreement dated as of July 9, 2016 (as amended,
supplemented, or otherwise modified from time to time, this “Agreement”), amends, restates, and replaces in its entirety the Restructuring Support, Settlement And Contribution Agreement dated as of June 7, 2016, including all
schedules, annexes, and exhibits attached thereto. among: (i) Caesars Entertainment Operating Company, Inc. (“CEOC”), on behalf of itself and each of the debtors in the Chapter 11 Cases and its other direct and indirect
subsidiaries (collectively, the “Company”), and (ii) Caesars Entertainment Corporation (“CEC” and together with the Company, each referred to as a “Party” and collectively referred to as the
“Parties”). All capitalized terms not defined herein shall have the meanings ascribed to them in the CEOC Plan (as defined below). 

RECITALS: 

WHEREAS, before the date hereof, the Parties and their representatives engaged in arm’s-length, good-faith negotiations regarding
a potential reorganization and realignment of certain of the Parties’ respective assets and operations, restructuring of the Company’s funded indebtedness and settlement of potential and actual claims asserted by the Company against its
non-debtor affiliates pursuant to the CEOC Plan, which negotiations resulted in the terms and conditions of this Agreement and the terms and conditions set forth in the CEOC Plan, including without limitation the Merger (collectively, the
“Restructuring”); 
 WHEREAS, the Company has investigated claims and causes of action against CEC and its
affiliates, sponsors, and others, as more fully disclosed in the CEOC Disclosure Statement (as defined below) (the “SGC Investigation”); provided, however, that CEC disputes many of the conclusions reached by the
Company as a result of the SGC Investigation and expressly reserves all rights to challenge those conclusions in connection with any litigation regarding the CEOC Plan or otherwise; 

WHEREAS, a chapter 11 examiner appointed in the Chapter 11 Cases investigated the claims and causes of action held by the Company and
its chapter 11 estates against CEC and its affiliates, sponsors, and others, as more fully described in the Final Version of Examiner’s Final Report (Substantially Unredacted) [Chapter 11 Cases, Docket No. 3720] (the
“Examiner Report”); provided, however, that CEC disputes many of the conclusions articulated in the Examiner Report and expressly reserves all rights to challenge those conclusions in connection with any litigation
regarding the CEOC Plan or otherwise; 
 WHEREAS, the Restructuring, the CEOC Plan and the distributions to be made to creditors
under the CEOC Plan are dependent upon the substantial, valuable contributions that CEC has agreed to make on, and subject to, the terms and conditions of this Agreement and the CEOC Plan; 







 WHEREAS, the Restructuring, the CEOC Plan and the distributions of New CEC securities to
be made to creditors under the CEOC Plan are dependent and expressly conditioned upon the occurrence of a merger of CEC and Caesars Acquisition Company (“CAC”) on terms and conditions acceptable to each of CEC and CAC; 

WHEREAS, the Restructuring will be implemented through the CEOC Plan, with CEC serving as plan sponsor as a result of its substantial
and valuable contributions thereunder; and 
 WHEREAS, the Restructuring settles all potential and actual claims of the Company
against its non-debtor affiliates, including against CEC, CAC, and their affiliates, sponsors, officers and directors and including all potential claims and causes of action investigated by the SGC Investigation and discussed in the Examiner Report,
on the terms and conditions set forth in this Agreement and the CEOC Plan. 
 NOW, THEREFORE, in consideration of the covenants
contained herein and in the CEOC Plan, each Party, intending to be legally bound hereby, agrees as follows. 
 1. Definitions; Rules
of Construction. 
 (a) Definitions. The following terms shall have the following definitions. 

“105 Injunction Order” means an order of the Bankruptcy Court or any other court of competent jurisdiction temporarily
enjoining the Caesars Cases on terms and conditions acceptable to CEC. 
 “Agreement” has the meaning set forth in the
preamble hereof. 
 “Alternative Proposal” means any dissolution or winding up, plan of reorganization or liquidation,
merger, consolidation, business combination, sale or issuance of equity interests, sale of a material portion of assets or restructuring involving CEC, its controlled subsidiaries or the Company or any offer or proposal for the foregoing, other than
any such transaction that is part of the Restructuring or is permitted under Section 16 hereof. 
 “Bankruptcy
Code” means title 11 of the United States Code, 11 U.S.C. §§101 et seq. 
 “Bankruptcy Court”
means the United States Bankruptcy Court for the Northern District of Illinois or, as applicable, any other court in which a bankruptcy case commenced by or against CEC may be pending. 

“Business Day” means any day other than Saturday, Sunday, and any day that is a legal holiday or a day on which banking
institutions in New York, New York are authorized by law or other governmental action to close. 

  
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 “CAC” has the meaning set forth in the preamble hereof. 

“CAC/CEOC RSA” means that certain First Amended and Restated Restructuring Support Agreement, dated as of July 9, 2016,
between CAC and CEOC, as it may be amended, modified or restated from time to time. 
 “Caesars Cases” means the cases
captioned (a) Wilmington Savings Fund Society, FSB, solely in its capacity as successor Indenture Trustee for the 10% Second-Priority Senior Secured Notes due 2018, on behalf of itself and derivatively on behalf of Caesars Entertainment
Operating Company, Inc. v. Caesars Entertainment Corporation, et. al., Case No. 10004-VCG (Del. Ch.), (b) Trilogy Portfolio Company LLC, et. al. v. Caesars Entertainment Corporation and Caesars Entertainment Operating Company,
Inc., No. 14-cv-7091 (S.D.N.Y.), (c) Frederick Barton Danner v. Caesars Entertainment Corporation and Caesars Entertainment Operating Company, Inc., No. 14-cv-7973 (S.D.N.Y.), (d) BOKF, N.A., solely in its capacity
as successor Indenture Trustee for the 12.75% Second-Priority Senior Secured Notes due 2018 v. Caesars Entertainment Corporation, Case No. 15-cv-01561 (S.D.N.Y.), (e) UMB Bank, N.A. solely in its capacity as Indenture Trustee under
those certain indentures, dated as of June 10, 2009, governing Caesars Entertainment Operating Company, Inc.’s 11.25% Notes due 2017; dated as of February 14, 2012, governing Caesars Entertainment Operating Company, Inc.’s 8.5%
Senior Secured Notes due 2020; dated August 22, 2012, governing Caesars Entertainment Operating Company. Inc.’s 9% Senior Secured Notes due 2020; dated February 15, 2013, governing Caesars Entertainment Operating Company, Inc.’s
9% Senior Secured Notes due 2020 v. Caesars Entertainment Corporation, Case No. 15-cv-04634 (S.D.N.Y.), (f) Wilmington Trust, N.A., solely in its capacity as successor Indenture Trustee for the 10.75% Notes due 2016 v.
Caesars Entertainment Corporation, Case No. 15-cv-08280 (S.D.N.Y.), and (g) all claims in, and causes of action relating to, the Caesars Cases otherwise described in clauses (a)–(f) above. 

“CEC” has the meaning set forth in the preamble hereof. 

“CEC Bankruptcy Event” means the filing against CEC of an involuntary bankruptcy petition. 

“CEC Chapter 11 Case” means, if applicable, a voluntary chapter 11 case filed by CEC or a chapter 11 case commenced by CEC
following a CEC Bankruptcy Event. 
 “CEC Confirmation Order” means, if applicable, entry by the Bankruptcy Court of an
order confirming a CEC Plan that is materially consistent with this Agreement and the CEOC Plan and reasonably acceptable to the Company and acceptable to CEC. 

“CEC Disclosure Statement” means, if applicable, CEC’s disclosure statement, including any exhibits, appendices, related
documents, ballots, and procedures related to the solicitation of votes to accept or reject a CEC Plan, in each case, as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, in respect of a CEC Plan and
that is prepared and distributed in accordance with, among other things, sections 1125, 1126(b), and 1145 of the Bankruptcy Code, Rule 3018 of the Federal Rules of Bankruptcy Procedure, and other applicable law, each of which shall be substantially
consistent with this Agreement and the CEOC Plan and shall otherwise be reasonably acceptable to the Company and CEC. 

  
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 “CEC Petition Date” means, if applicable, the date on which CEC commences a CEC
Chapter 11 Case. 
 “CEC Plan” means, if applicable, a chapter 11 plan of reorganization for CEC through which the
Restructuring may be effected (as amended, supplemented, or otherwise modified from time to time), and which must be materially consistent with this Agreement and the CEOC Plan and shall otherwise be reasonably acceptable to the Company and
acceptable to CEC. 
 “CEC Termination Event” has the meaning set forth in Section 6 hereof. 

“CEOC” has the meaning set forth in the preamble hereof. 

“CEOC Confirmation Order” means the entry by the Bankruptcy Court of an order confirming the CEOC Plan that is materially
consistent with this Agreement and the CEOC Plan and otherwise acceptable to the Company and CEC. 
 “CEOC Disclosure
Statement” means the Company’s disclosure statement, including any exhibits, appendices, related documents, ballots, and procedures related to the solicitation of votes to accept or reject the CEOC Plan, in each case, as amended,
supplemented, or otherwise modified from time to time in accordance with the terms hereof, in respect of the CEOC Plan and that is prepared and distributed in accordance with, among other things, sections 1125, 1126(b), and 1145 of the Bankruptcy
Code, Rule 3018 of the Federal Rules of Bankruptcy Procedure, and other applicable law, each of which shall be substantially consistent with this Agreement and the CEOC Plan, and shall otherwise be reasonably acceptable to the Company and CEC. 

“CEOC Plan” means the joint chapter 11 plan of reorganization for the Company through which the Restructuring will be
effected (as amended, supplemented, or otherwise modified from time to time), a copy of which proposed plan is attached hereto as Exhibit A, and any and all amendments thereto must be in form and substance materially consistent with
this Agreement and the CEOC Plan, and shall otherwise be acceptable to the Company and CEC. 
 “Chapter 11 Cases” means the
voluntary chapter 11 cases titled Caesars Entertainment Operating Company, Inc., et. al., Case No. 15-01145 (Bankr. N.D. Ill.). 

“Company” has the meaning set forth in the preamble hereof. 

“Company Fiduciary Out” has the meaning set forth in Section 5(c) hereof 

“Company Termination Event” has the meaning set forth in Section 5 hereof. 

“Confirmation Orders” means the CEOC Confirmation Order and, if applicable, the CEC Confirmation Order. 

  
 4 








 “Definitive Documentation” means the Plans, the Disclosure Statements, the
Confirmation Orders, and any court filings in (a) the Chapter 11 Cases or (b) a CEC Chapter 11 Case, and any other agreements, documents or exhibits related to or contemplated in the foregoing (but not, for the avoidance of doubt, any
professional retention motions or applications), that could be reasonably expected to affect the interests of the Company or CEC in connection with the Restructuring and any other agreements, instruments, certificates, or other documents
necessary, desirable or appropriate in order to effectuate the Restructuring. 
 “Disclosure Statements” means the CEOC
Disclosure Statement and, if applicable, the CEC Disclosure Statement. 
 “Effective Date” means the date upon which all
conditions precedent to the effectiveness of the Plans, as applicable, have been satisfied or are expressly waived in accordance with the terms thereof, as the case may be, and on which the Restructuring and the other transactions to occur on the
Effective Date pursuant to the Plans, as applicable, become effective or are consummated. 
 “Examiner Report” has the
meaning set forth in the recitals hereof. 
 “Merger Agreement” means the Amended and Restated Agreement and Plan of Merger
between Caesars Acquisition Company and Caesars Entertainment Corporation, dated as of July 9, 2016, as it may be amended from time to time. 

“New CEC” means CEC, giving effect to the merger of CAC with and into CEC pursuant to, and the consummation of the other
transactions contemplated by, the Merger Agreement. 
 “Outside Date” means December 31, 2017. 

“Parties” has the meaning set forth in the preamble hereof. 

“Person” means an individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, an
unincorporated organization, a group or any legal entity or association. 
 “Plans” means the CEOC Plan and, if applicable,
the CEC Plan. 
 “Restructuring” has the meaning set forth in the recitals hereof. 

“Restructuring Support Period” means the period commencing on the date hereof and ending on the earlier of (i) the date
on which this Agreement is terminated with respect to all Parties and (ii) the Effective Date. 
 “SGC Investigation”
has the meaning set forth in the recitals hereof. 
 “Sponsor Agreements” means (i) the Voting Agreement, dated as of
July 9, by and between Hamlet Holdings LLC, a Delaware limited liability company, its members named therein, certain of the Sponsors and CEC, and (ii) the Voting Agreement, dated as of July 9, by and between Hamlet Holdings LLC, its
members named therein, certain of the Sponsors and CAC. 

  
 5 








 “Termination Date” means the date this Agreement is terminated in accordance
with the terms hereof. 
 “Termination Events” has the meaning set forth in Section 6 hereof. 

(b) Rules of Construction. Each reference in this Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein”, or words of like import shall mean and be a reference to this Agreement. 
 2. Commitments of CEC. 

(a) Affirmative Covenants. Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, CEC agrees
that it shall: 
 (i) (A) support the Restructuring, (B) support and take, and cause (directly or indirectly) to be taken (to the
extent within its control), those actions contemplated by this Agreement or otherwise necessary, desirable, or appropriate to effectuate the Restructuring, including entering into all documents and agreements necessary to consummate the
Restructuring, in each case, to which CEC or any of its controlled subsidiaries (other than the Company), as applicable, is a party, and complete the Restructuring and all transactions contemplated under this Agreement and the CEOC Plan,
(C) negotiate in good faith and execute and deliver the Definitive Documentation necessary to effectuate the Restructuring, in form and substance consistent in all material respects with this Agreement and the CEOC Plan and as otherwise
reasonably acceptable to the Company and CEC, (D) use its reasonable best efforts to obtain any and all required governmental, regulatory, licensing, Bankruptcy Court, or other approvals (including, without limitation, any necessary third-party
consents) necessary to the implementation or consummation of the Restructuring, (E) use its reasonable best efforts to lift or otherwise reverse the effect of any injunction or other order or ruling of a court or regulatory body that would
impede the consummation of a material aspect of the Restructuring and (F) operate in the ordinary course consistent with industry practice and the operations contemplated pursuant to CEC’s business plan taking into account the
Restructuring and the commencement, if any, of a CEC Chapter 11 Case; provided, however, that notwithstanding anything to the contrary in this Agreement, nothing shall limit, impair or impede CEC’s rights to assert positions in
litigation before the Bankruptcy Court that challenge or dispute any findings or conclusions contained in the Examiner Report or reached or articulated by CEOC as a result of the SGC Investigation; 

(ii) promptly notify or update the Company upon becoming aware of any of the following occurrences: (A) a Termination Event or
(B) material developments, negotiations or proposals relating to the Caesars Cases, and any other case or controversy that may be commenced against any of CEC or any of its controlled subsidiaries (other than the Company) in a court of
competent jurisdiction or brought before a state or federal regulatory, licensing, or similar board, authority, or tribunal that would reasonably be expected to materially impede or prevent consummation of the Restructuring (including any amendment,
modification or waiver of the Merger Agreement or the Sponsor Agreements that would have such effect or any termination of the Merger Agreement or the Sponsor Agreements); 

  
 6 








 (iii) use reasonable best efforts to assist the Company in procuring a tolling agreement (in
form and substance reasonably acceptable to the Company) (a “Tolling Agreement”) from each individual and entity identified in the SGC Investigation and the Examiner Report (collectively, the “Tolling Parties”) by
September 30, 2016. In the event a Tolling Agreement from any Tolling Party has not been procured by September 30, 2016, notwithstanding anything to the contrary herein, the Company may commence actions to begin pursuing any and all claims
that they or their bankruptcy estates may have against such Tolling Party, including any and all claims identified in the Examiner Report and the SGC Investigation; provided, however, that for the duration of the Restructuring Support
Period, the Company shall negotiate in good faith with any such Tolling Party to hold any such action in abeyance pending consummation of the Restructuring; 

(iv) use reasonable best efforts to cause the CEC Stockholder Meeting (as defined in the Merger Agreement) to be held and completed prior to
the Voting Deadline Date (as defined below). 
 (b) Negative Covenants. Subject to the terms and conditions hereof, for the duration
of the Restructuring Support Period, CEC agrees that it shall not, and shall not permit its controlled subsidiaries, as applicable, to, directly or indirectly: 

(i) seek, solicit, or support an Alternative Proposal; 

(ii) take, or authorize or permit to be taken, any action materially inconsistent with the transactions contemplated by this Agreement or the
CEOC Plan, or that would materially delay or obstruct the consummation of the Restructuring or adversely affect the consideration to be delivered to any party in connection therewith, including without limitation any amendment, modification or
waiver of the Merger Agreement or the Sponsor Agreements that would have any such effect and any amendment, modification or waiver of the Merger Agreement that would permit any Sponsor to terminate any Sponsor Agreement; 

(iii) enter into or consummate any Acquisition Proposal, Acquisition Agreement or Superior Proposal (each as defined in the Merger
Agreement), in each case, without providing the Company at least ten (10) Business Days prior notice; 
 (iv) take, or authorize or
permit to be taken, any action in connection with the Restructuring that violates this Agreement; 
 (v) initiate any litigation or other
proceeding (other than a CEC Chapter 11 Case) or enter into any proposed settlement of any Claim, litigation, dispute, controversy, cause of action, proceeding, appeal, determination, investigation, matter, or otherwise, in each case, that
would materially impair the Company’s or New CEC’s ability to consummate the Restructuring or that would provide for treatment of any Claim that is greater than the treatment provided for such Claim pursuant to the CEOC Plan without the
express written consent of the Company (which can be delivered by email from counsel to the Company); 

  
 7 








 (vi) (A) publicly announce its intention not to pursue the Restructuring; (B) suspend or
revoke the Restructuring; or (C) execute any agreements, instruments, or other documents (including any modifications or amendments to any material Definitive Documentation) necessary to effectuate the Restructuring that, in whole or in
part, are not materially consistent with this Agreement and the CEOC Plan, or are not otherwise reasonably acceptable to the Company; 

(vii) take any action or omit to take any action, or incur, enter into, or suffer any transaction, arrangement, condition, matter, or
circumstance, that (in any such case) materially impairs, or would reasonably be expected to materially impair, the ability of New CEC to perform its obligations to carry out the Restructuring, other than CEC’s commencement of a CEC
Chapter 11 Case; 
 (viii) (A) sell, transfer, lease, license, pledge, allow to lapse, or otherwise dispose of (by merger,
consolidation, or sale of stock or assets), subject to a Lien or otherwise encumber any material assets (including material intellectual property or the equity or assets of any direct or indirect subsidiary); (B) amend or propose to amend any
organizational documents; (C) split, combine, or reclassify any outstanding equity interests, or declare, set aside, or pay any dividend payable in cash, stock, property, or otherwise with respect to such shares or other equity interest; or
(D) redeem, purchase, acquire, or offer to acquire any equity interests; 
 (ix) (A) issue, sell, pledge, or dispose of any
Equity Interests, other than pursuant to the Merger; (B) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, or other business organization or division thereof, other than pursuant to the Merger;
(C) incur any indebtedness for borrowed money, except in the ordinary course consistent with industry practice or issue any debt securities; or (D) dissolve or otherwise alter its corporate or other organizational existence; or 

(x) agree or otherwise commit to any of the foregoing. 

(c) CEC Covenants re CEOC Plan. Without limiting anything in this Section 2, to the extent within its respective control,
CEC will take, will cause its controlled subsidiaries (other than the Company), as applicable, to take, and will use reasonable best efforts to cause (directly or indirectly) New CEC, upon consummation of the Merger, to take, all actions necessary
or appropriate (including the negotiation (consistent with this Agreement and the CEOC Plan), execution, and delivery of Definitive Documentation to which such Person is a party) to timely consummate the CEOC Plan, including without limitation the
following (it being understood that consummation of the transactions contemplated by the CEOC Plan are subject to the terms and conditions of the CEOC Plan, including consummation of the Merger, but CEC will take, and will cause its controlled
subsidiaries (other than the Company), as applicable, to take, the actions and make the efforts contemplated by this Section 2(c) in preparation for and in anticipation of such consummation): 

(i) the performance of all actions, deliveries, and obligations of New CEC contemplated by the CEOC Plan; 

  
 8 








 (ii) the negotiation (consistent with this Agreement and the CEOC Plan), execution, and delivery
of the New CEC Convertible Note Documents and the issuance and delivery of $1,000,000,000 of New CEC Convertible Notes; 
 (iii) the
issuance of up to 52.7% of the New CEC Common Equity (which includes the New CEC Common Equity issuable pursuant to the New CEC Convertible Notes) in accordance with the terms of the CEOC Plan; 

(iv) the commencement and consummation of any New CEC Capital Raise to fund New CEC’s contributions to the CEOC Plan, provided
that all holders of, or persons that will hold, New CEC Common Equity shall have preemptive rights to participate (pro rata based on such holder’s actual or anticipated pro forma New CEC Common Equity) in any New CEC Capital Raise;
provided, further, that to the extent that the Company determines that the structure of a New CEC Capital Raise would have negative consequences with respect to the tax treatment of the Spin Structure, the Company shall be able to
modify or eliminate to the extent necessary the New CEC Capital Raise to avoid such negative consequences; 
 (v) the consummation of the
transactions contemplated by the Merger Agreement and the Sponsor Agreements and enforcement of its rights thereunder in accordance with the terms thereof (except to the extent such failure to enforce its rights would not materially delay or impede
the consummation of the CEOC Plan); 
 (vi) the New CEC OpCo Stock Purchase for $700,000,000 in Cash; 

(vii) the New CEC PropCo Common Stock Purchase, if applicable, for $91,000,000 in Cash, provided that if the PropCo Equity Election
contemplated by the CEOC Plan would materially affect the amount and/or value of PropCo Common Equity New CEC must purchase for the Partnership Contribution Structure, the Company and New CEC shall negotiate the amount of Cash necessary to
purchase 5% of PropCo Common Equity pursuant to the New CEC PropCo Common Stock Purchase; 
 (viii) the contribution and/or distribution of
Cash, including the New CEC Cash Contribution and including the Cash proceeds from the New CEC Capital Raise to be used to fund the consummation of the Restructuring; 

(ix) the negotiation (consistent with this Agreement and the CEOC Plan), execution, and delivery of amendments to the CES LLC Agreement and
the CES Shared Services Agreement; 
 (x) the negotiation (consistent with this Agreement and the CEOC Plan), execution, and delivery of
the OpCo Guaranty Agreement, the Management and Lease Support Agreements, and Master Lease Agreements; 
 (xi) the contribution of the Bank
Guaranty Purchase Price (as calculated in the CEOC Plan) to the Company; 
 (xii) the establishment of the composition of the New CEC board
of directors; 

  
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 (xiii) the negotiation (consistent with this Agreement and the CEOC Plan), execution, and
delivery of the Right of First Refusal Agreement; and 
 (xiv) the negotiation (consistent with this Agreement and the CEOC Plan),
execution, and delivery of the PropCo Call Right Agreement. 
 (d) Cooperation. Without limiting anything in this
Section 2, CEC will, and will cause its controlled subsidiaries (to the extent within its control) to, use its reasonable best efforts and continue to cooperate with the Company and other parties in the implementation of the
Restructuring, including providing, making available and/or providing access to the premises, properties, businesses, operations, books and records and other information that is reasonably requested in connection with implementing the Restructuring
(subject to existing confidentiality obligations among various parties, attorney/client and other privileges and immunities and other customary limitations appropriate under the circumstances) and responding timely, and causing applicable personnel
(including CES personnel) to respond timely, to such requests. 
 (e) Certain Covenants Regarding Merger Agreement. CEC will keep the
Company reasonably updated, including with weekly updates, with respect to the Merger Agreement and developments related thereto, including with respect to the Shareholder Votes and any Acquisition Proposal, Acquisition Agreement or Superior
Proposal (each as defined in the Merger Agreement) and providing the Company contemporaneously with copies of any notices received or delivered with respect to the Merger Agreement. 

(f) Nothing in this Agreement shall limit, impair or impede (i) the exercise of the fiduciary duties of the board of directors of CEC
pursuant to and in accordance with the terms of Section 3.1 or 5.7 of the Merger Agreement or (ii) CEC’s right to perform its obligations and exercise its rights as set forth under the Merger Agreement, including as set forth in
Article VII thereof (other than Section 7.1(a) thereof) (it being acknowledged and agreed that the taking of any action pursuant to either of the immediately preceding clause (i) or (ii) shall in no event constitute a breach of this
Agreement); provided that in no event shall clause (ii) of this Section 2(f) be deemed to otherwise limit CEC’s obligations under Sections 2(a)(ii), 2(a)(iv), 2(b)(ii) and 2(c)(v) of this Agreement with respect to the
Merger Agreement and enforcement of its rights thereunder (in accordance with the terms thereof). 
 3. Covenants of the
Company. 
 (a) Affirmative Covenants of the Company. Subject to the terms and conditions hereof, for the duration of the
Restructuring Support Period, the Company shall: 
 (i) (A) support the Restructuring, (B) support and take, and cause (directly or
indirectly) to be taken (to the extent within its control) those actions contemplated by this Agreement or otherwise necessary, desirable or appropriate to effectuate the Restructuring, including entering into all documents and agreements necessary
to consummate the Restructuring, in each case, to which the Company is a Party, and complete the Restructuring and all transactions contemplated under this Agreement, the CEOC Plan and, if applicable, the CEC Plan, including but not limited to
obtaining all Releases for all Released Parties on the terms set forth in Article VIII of the CEOC Plan and, if applicable, the CEC Plan, (C) negotiate 

  
 10 








 
in good faith and execute and deliver the Definitive Documentation necessary to effectuate the Restructuring, in form and substance consistent in all material respects with this Agreement, the
CEOC Plan and, if applicable, the CEC Plan and as otherwise reasonably acceptable to the Company and CEC, (D) use its reasonable best efforts to obtain any and all required governmental, regulatory, licensing, Bankruptcy Court, or other
approvals (including, without limitation, any necessary third-party consents) necessary to the implementation or consummation of the Restructuring, (E) use its reasonable best efforts to lift or otherwise reverse the effect of any injunction or
other order or ruling of a court or regulatory body that would impede the consummation of a material aspect of the Restructuring, and (F) operate the Company in the ordinary course consistent with industry practice and the operations
contemplated pursuant to the Company’s business plan taking into account the Restructuring and the commencement of the Chapter 11 Cases; 

(ii) promptly notify or update CEC upon becoming aware of any of the following occurrences: (A) a Termination Event or (B) material
developments, negotiations or proposals relating any other case or controversy that may be commenced against the Company in a court of competent jurisdiction or brought before a state or federal regulatory, licensing, or similar board, authority, or
tribunal that would reasonably be expected to materially impede or prevent consummation of the Restructuring; 
 (iii) to the extent all
issues related to the underlying guaranty litigation are not otherwise resolved through settlement or mediation prior to such date, use reasonable best efforts to file a motion on or before August 14, 2016 in form and substance reasonably
acceptable to CEC seeking to extend the 105 Injunction Order currently in effect to the period ending on the Confirmation Date; 
 (iv)
promptly provide CEC with notice of any Alternative Proposals received by the Company; 
 (v) promptly provide CEC with notice of any
material discussions or communications that the Company engages in with any of its creditors that could reasonably be expected to affect CEC’s rights, obligations or interests in the Restructuring and use reasonable best efforts to include CEC
in such discussions or communications; 
 (vi) consult and fully cooperate with CEC on all issues relating to any negotiations and
litigation regarding the CEOC Plan, including all matters relating to discovery, witness preparation, trial preparation, presentation and strategy in connection with the CEOC Plan. 

(b) Negative Covenants of the Company. Subject to the terms and conditions hereof, for the duration of the Restructuring Support
Period, the Company shall not, directly or indirectly: 
 (i) seek, solicit, or support an Alternative Proposal; 

(ii) take, or authorize or permit to be taken, any action materially inconsistent with the transactions contemplated by this Agreement or the
CEOC Plan, or that would materially delay or obstruct the consummation of the Restructuring or adversely affect the consideration to be delivered to any party in connection therewith; 

  
 11 








 (iii) make any changes, amendments or modifications to the CEOC Plan that are not in form and
substance materially consistent with this Agreement and the CEOC Plan, or otherwise not reasonably acceptable to CEC, without CEC’s prior written consent; 

(iv) take, or authorize or permit to be taken, any action in connection with the Restructuring that violates this Agreement; 

(v) initiate any litigation or other proceeding or enter into any proposed settlement of any Claim, litigation, dispute, controversy, cause
of action, proceeding, appeal, determination, investigation, matter, or otherwise, in each case, that would materially impair the Company’s ability to consummate the Restructuring; 

(vi) (A) publicly announce its intention not to pursue the Restructuring; (B) suspend or revoke the Restructuring; or (C) execute
any agreements, instruments, or other documents (including any modifications or amendments to any material Definitive Documentation) necessary to effectuate the Restructuring that, in whole or in part, are not materially consistent with this
Agreement and the CEOC Plan, or are not otherwise reasonably acceptable to CEC; 
 (vii) take any action or omit to take any action, or
incur, enter into, or suffer any transaction, arrangement, condition, matter, or circumstance, that (in any such case) materially impairs, or would reasonably be expected to materially impair, the ability of the Company to perform its obligations to
carry out the Restructuring; 
 (viii) (A) sell, transfer, lease, license, pledge, allow to lapse, or otherwise dispose of (by merger,
consolidation, or sale of stock or assets), subject to a Lien or otherwise encumber any material assets (including material intellectual property or the equity or assets of any direct or indirect subsidiary); (B) amend or propose to amend any
organizational documents; (C) split, combine, or reclassify any outstanding equity interests, or declare, set aside, or pay any dividend payable in cash, stock, property, or otherwise with respect to such shares or other equity interest; or
(D) redeem, purchase, acquire, or offer to acquire any equity interests; 
 (ix) (A) issue, sell, pledge, or dispose of any
Equity Interests; (B) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, or other business organization or division thereof; (C) incur any indebtedness for borrowed money, except in the
ordinary course consistent with industry practice or issue any debt securities; or (D) dissolve or otherwise alter its corporate or other organizational existence; or 

(x) agree or otherwise commit to any of the foregoing. 

(c) Cooperation. Without limiting anything in this Section 3 the Company will use its reasonable best efforts and continue
to cooperate with CEC and other parties in the implementation of the Restructuring, including providing, making available and/or providing 

  
 12 








 
access to the premises, properties, businesses, operations, books and records and other information that is reasonably requested in connection with implementing the Restructuring (subject to
existing confidentiality obligations among various parties, attorney/client and other privileges and immunities and other customary limitations appropriate under the circumstances) and responding timely, and causing applicable personnel to respond
timely, to such requests. 
 4. Mutual Representations, Warranties and Covenants. 

(a) Each of the Parties, severally and not jointly and solely with respect to itself, represents and warrants to each other Party that the
following statements are true, correct, and complete as of the date hereof: 
 (i) this Agreement is a legal, valid, and binding obligation
of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability; 
 (ii) except for any and all required Gaming Approvals, shareholder and other approvals
necessary for the Merger, as expressly provided in this Agreement, and approvals necessary for the CEOC Plan or the CEC Plan (if applicable) or in the Bankruptcy Code, or as may be required for disclosure by the Securities and Exchange Commission,
no material consent or approval of, or any registration or filing with, any other Person is required for the Company or CEC to carry out the Restructuring contemplated by, and for each Party to perform its obligations under, this Agreement; 

(iii) except as expressly provided in this Agreement or the Bankruptcy Code, it has all requisite organizational power and authority to enter
into this Agreement and, for the Company and New CEC to carry out the Restructuring contemplated by, and, for each Party, perform its obligations under, this Agreement; 

(iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all
necessary organizational action on its part; 
 (v) it has been represented by counsel in connection with this Agreement and the
transactions contemplated by this Agreement; and 
 (vi) the execution, delivery, and performance by such Party of this Agreement does not
and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter, bylaws, or other similar governing documents, or those of any of its subsidiaries, if applicable, (2) conflict
with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction,
decree, statute, rule, or regulation; provided that, (x) the foregoing shall not apply with respect to any Party on account of any defaults arising from the commencement of the Chapter 11 Cases, a CEC Chapter 11 Case, or the
pendency of the Restructuring and (y) nothing in this Section 4(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair each of the Parties’ respective ability to exercise its duties as set forth in
Section 15 hereof. 

  
 13 








 (b) Each Party, severally and not jointly, represents and warrants to the other Party that as of
the date hereof, it is validly existing and in good standing under the laws of the state of its organization. 
 5. Company
Termination Events. This Agreement may be terminated by delivery to the other Parties of a notice, delivered in accordance with Section 21 of this Agreement, by the Company upon the occurrence of any of the following events (each
a “Company Termination Event”): 
 (a) the breach by CEC of any of its obligations, representations, warranties, or
covenants set forth in this Agreement in any respect that would reasonably be expected to materially impede or prevent consummation of the Restructuring, which breach remains uncured for a period of five (5) Business Days after the receipt by
CEC from the Company of written (including email) notice of such breach; 
 (b) the issuance, promulgation, or enactment by any governmental
entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting
the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) Business Days after the
receipt by the Company and New CEC of written notice of such event; provided that the Company has otherwise complied with its obligations under Section 3(a)(i)(D) or (E) of this Agreement; 

(c) the exercise by the Company of its duties as set forth by Section 15 hereof (the “Company Fiduciary Out”);

 (d) CEC files any motion, pleading, or other document with the Bankruptcy Court that is materially inconsistent with this Agreement or
the CEOC Plan and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement;

 (e) if any of the Definitive Documentation (including any amendment or modification thereof) necessary to effectuate the Restructuring is
filed with the Bankruptcy Court or is otherwise finalized and contains terms and conditions materially inconsistent with this Agreement or the CEOC Plan or is otherwise not on terms reasonably acceptable to the Company, and such material and adverse
inconsistency remains uncured for a period of five (5) Business Days after the receipt by CEC of written notice of such material and adverse inconsistency; 

(f) the appointment of a trustee under section 1104 of the Bankruptcy Code or an examiner with expanded powers beyond those set forth in
section 1106(a)(3) and (4) of the Bankruptcy Code in the CEC Chapter 11 Case. For the avoidance of doubt, the prior appointment of the examiner in the Chapter 11 Cases pursuant to the examiner order shall not constitute a Company
Termination Right; 

  
 14 








 (g) the CEC Chapter 11 Case is converted to a case under chapter 7 of the Bankruptcy Code or the
CEC Chapter 11 Case shall have been dismissed, in each case, by order of the Bankruptcy Court, which order has not been stayed; 
 (h) the
amendment, waiver or other modification of the Merger Agreement or any Sponsor Agreement in a manner that is not reasonably acceptable to the Company; 

(i) the termination of the CAC/CEOC RSA, the Merger Agreement or any Sponsor Agreement; or 

(j) the Effective Date has not occurred by the Outside Date. 

6. CEC Termination Events. This Agreement may be terminated by delivery to the other Parties of a notice, delivered in
accordance with Section 21 of this Agreement, by CEC upon the occurrence of any of the following events (each a “CEC Termination Event”, and together with the Company Termination Events, the “Termination
Events”); provided, however, that the Termination Events contained in subsection (m) or (n) below shall occur automatically and without the need for CEC to provide any written notice or take any other action to
effectuate such termination: 
 (a) the breach by the Company of any of its obligations, representations, warranties, or covenants set forth
in this Agreement in any respect that materially and adversely affects CEC’s interests in connection with the Restructuring or would reasonably be expected to materially impede or prevent consummation of the Restructuring, which breach remains
uncured for a period of five (5) Business Days after the receipt by the Company of written notice of such breach from CEC; 
 (b) the
issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof
to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains
uncured for a period of five (5) Business Days after the receipt by the Company of written notice of such event; provided that CEC has otherwise complied with its obligations under Section 2(a)(i)(D) of this Agreement; 

(c) the Company (including any of its debtor subsidiaries) files any motion, pleading, or other document with the Bankruptcy Court in the
Chapter 11 Cases or a CEC Chapter 11 Case that is materially inconsistent with this Agreement or the CEOC Plan and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice
from CEC that such motion or pleading is materially inconsistent with this Agreement; 
 (d) any of the Definitive Documentation (including
any amendment or modification thereof) necessary to effectuate the Restructuring is filed with the Bankruptcy Court or is otherwise executed, in either case, in form and substance that is not materially consistent with this Agreement and the CEOC
Plan, or otherwise not reasonably acceptable to CEC, without the prior written consent of CEC; 

  
 15 








 (e) the scheduling order issued by the Bankruptcy Court establishing the timetable for the
confirmation process and all related deadlines is not reasonably acceptable to CEC; 
 (f) the CEOC Confirmation Order is not entered by
June 30, 2017; 
 (g) a trustee under section 1104 of the Bankruptcy Code or an examiner with expanded powers beyond those set
forth in section 1106(a)(3) and (4) of the Bankruptcy Code shall have been appointed in the Chapter 11 Cases. For the avoidance of doubt, the prior appointment of the examiner in the Chapter 11 Cases pursuant to the examiner order
shall not constitute a CEC Termination Right; 
 (h) the Chapter 11 Cases are converted to cases under chapter 7 of the Bankruptcy Code or
the Chapter 11 Cases shall have been dismissed, in each case, by order of the Bankruptcy Court, which order has not been stayed; 
 (i) if
either the class comprised of the Prepetition Credit Agreement Claims or the class comprised of the Secured First Lien Notes Claims does not vote to accept the CEOC Plan as of the applicable Voting Deadline; 

(j) the failure by the Company to obtain satisfaction or waiver of any of the conditions to Consummation of the CEOC Plan; 

(k) the termination of the CAC/CEOC RSA, the Merger Agreement or any Sponsor Agreement; 

(l) the Effective Date has not occurred by the Outside Date; or 

(m) automatically on the date that is fourteen (14) days from the date on which any 105 Injunction Order in form and substance acceptable
to CEC that has been entered ceases to be in effect unless CEC has agreed in writing to waive such Termination Event prior to the occurrence thereof. 

7. Mutual Termination. This Agreement may be terminated by mutual agreement in writing by the Company and CEC. 

8. Termination. 

(a) No Party may exercise any of its respective termination rights as set forth in Section 5, or Section 6 hereof, as
applicable, if such Party is in material breach of this Agreement and is not obligated to terminate by any of its duties as a title 11 debtor. 

(b) Upon the termination of this Agreement pursuant to Section 5, Section 6, Section 7, or hereof, all
Parties shall be released from their commitments, undertakings, and agreements under or related to this Agreement, and there shall be no liability or obligation on the part of any Party; provided, however, that if a Party (or Parties)
terminate(s) this Agreement due to a breach by another Party (or Parties), the non-breaching Party (or Parties) may enforce this Agreement against the breaching Party (or Parties) based on such breach. 

  
 16 








 (c) Notwithstanding Section 8(b), but subject to Section 15 hereof, in no
event shall any termination of this Agreement relieve a Party from (i) liability for its breach or non-performance of its obligations hereunder prior to the Termination Date and (ii) obligations under this Agreement which by their terms
expressly survive a Termination Date; provided, however, that, notwithstanding anything to the contrary contained herein, any Termination Event (including any automatic termination) may be waived in accordance with the procedures
established by Section 11 hereof, in which case such Termination Event so waived shall be deemed not to have occurred, and this Agreement consequently shall be deemed to continue in full force and effect, and the rights and obligations
of the Parties shall be restored, subject to any modification set forth in such waiver. 
 9. Effectiveness. The obligations
of the Company under this Agreement are effective as of the date hereof and will cease to be effective automatically on the date (the “Voting Deadline Date”) that is ten (10) days prior to the commencement date of the
confirmation hearing in the Chapter 11 Cases, unless, prior to the Voting Deadline Date, each of the CEC Requisite Vote, the CAC Requisite Vote (each as defined in the Merger Agreement) and each other vote of shareholders of CEC or CAC required
by the Merger Agreement or applicable Law (collectively, the “Shareholder Votes”) shall have been validly obtained; provided that the Voting Deadline Date may be extended or waived by CEOC in writing in its sole discretion.

 10. Cooperation. 

(a) The Company shall use reasonable best efforts to provide to counsel for CEC (a) drafts of all material motions, applications (other
than applications seeking to retain professional advisors), and other documents the Company intends to file with the Bankruptcy Court, no less than three (3) Business Days before the date when the Company intends to file any such document
unless such advance notice is impossible or impracticable under the circumstances. 
 (b) CEC in a CEC Chapter 11 Case shall use reasonable
best efforts to provide to counsel for the Company (a) drafts of all material motions, applications (other than applications seeking to retain professional advisors), and other documents CEC intends to file with the Bankruptcy Court, no less
than three (3) Business Days before the date when CEC intends to file any such document unless such advance notice is impossible or impracticable under the circumstances. 

11. Amendments. No amendment, modification, waiver, or other supplement of the terms of this Agreement shall be valid unless
such amendment, modification, waiver, or other supplement is in writing and has been signed by the Company and CEC. 
 12. Entire
Agreement. This Agreement, together with the CEOC Plan and the other Definitive Documents that are executed by the Parties, constitute the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes
all other prior negotiations, agreements and understandings, whether written or oral, among the Parties with respect to the subject matter of this Agreement, provided that nothing herein shall eliminate the rights and obligations of either
the Company or CEC under (a) that certain Restructuring Support 

  
 17 








 
and Forbearance Agreement (including all term sheets, schedules, exhibits, and annexes thereto), dated as of August 21, 2015, as amended, amended and restated, supplemented, or otherwise
modified from time to time, by and between, among others, CEOC on behalf of itself and each of the Debtors, CEC, and the Consenting Bank Creditors (as defined therein) party thereto from time to time, and (b) certain Fifth Amended and Restated
Restructuring Support and Forbearance Agreement (including all term sheets, schedules, exhibits, and annexes thereto), dated as of October 7, 2015, as amended, amended and restated, supplemented, or otherwise modified from time to time, by and
between, among others, CEOC on behalf of itself and each of the Debtors, CEC, and the Consenting Creditors (as defined therein) party thereto from time to time, in each case except as modified by the contributions contemplated herein. 

13. No Waiver and Preservation of Rights. If the transactions contemplated herein are not consummated, or following the
occurrence of the termination of this Agreement with respect to all Parties, nothing herein (or in any of the Definitive Documentation, including the CEOC Plan) shall be construed as a waiver by any Party of any or all of such Party’s rights,
remedies, claims, and defenses and the Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. 

14. Counterparts. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute
the same instrument and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf). 

15. Fiduciary Duties. Notwithstanding anything in this Agreement, nothing in this Agreement shall require the Company or any of
the directors, officers, shareholders or members of the Company, each in its capacity as a director, officer, shareholder or member of the Company, to take any action, or to refrain from taking any action, to the extent inconsistent with its or
their fiduciary obligations under applicable law (as reasonably determined by them in good faith after consultation with legal counsel). 

16. CEC Liquidity Transactions. Nothing in this Agreement restricts: (a) the ability of CEC to seek, solicit, negotiate,
execute agreements to or consummate transactions to sell or otherwise transfer assets or pledge any such assets to facilitate a financing transaction, in either case as may be necessary for CEC to maintain adequate liquidity, including without
limitation for liquidity or financing purposes in connection with a CEC Chapter 11 Case; provided that CEC will use reasonable best efforts to provide the Company reasonable prior notice of any such agreement or transaction; or (b) any
decision by CEC, in its sole and absolute discretion, to commence a CEC Chapter 11 Case. Nothing in the Agreement restricts any rights the Company may have to investigate or challenge any such transaction or take any other such action that the
Company believes may be necessary to protect the rights of the estates of CEOC and its related chapter 11 debtor subsidiaries. 
 17.
Headings. The headings of the Sections, paragraphs, and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof. 

18. Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Parties under
this Agreement shall be several, not joint. No Party shall, as a result of its entering into and performing its obligations under this Agreement, 

  
 18 








 
be deemed to be part of a “group” (as that term is used in section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) with
the other Party. 
 19. Specific Performance; Remedies Cumulative. Each Party acknowledges that because money damages would be
an insufficient remedy for any failure of any Party to perform its obligations in accordance with their specific terms or any other breach of this Agreement by any Party, each non-breaching Party shall be entitled to specific performance and
injunctive or other equitable relief as a remedy of any such breach, including, without limitation, an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with, or to prevent breaches of, any
of its obligations hereunder (including to take such actions as are necessary to consummate the Restructuring as contemplated by this Agreement and the CEOC Plan), without the necessity of proving the inadequacy of money damages as an exclusive
remedy. Each of the Parties hereby waives (a) any defense that a remedy at law is adequate and (b) any requirement to post bond or other security in connection with actions instituted for injunctive relief, specific performance, or other
equitable remedies. Nothing herein waives entitlements to money damages or any other remedies available at law or equity. None of the Parties shall oppose the granting of an injunction, specific performance and other equitable relief when available
pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at law. 
 20. Governing Law and
Dispute Resolution. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to such state’s choice of law provisions which would require the application of the law of any
other jurisdiction. The Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement to the extent provided by 28 U.S.C. § 1334, and no Party shall request enforcement of this Agreement
against the other Party in any court other than the Bankruptcy Court if it has exclusive or concurrent subject matter jurisdiction. 

21. Notices. All notices, requests, documents delivered, and other communications hereunder must be in writing and will be
deemed to have been duly given only if delivered personally, by facsimile transmission, mailed (first class postage prepaid) or by electronic mail (“e-mail”) to the Parties at the following addresses, facsimile numbers, or e-mail
addresses: 
  

			
	If to the Company:
	
	Caesars Entertainment Operating Company, Inc.
	One Caesars Palace Drive
	Las Vegas, NV 89109


			
	Attn:	 	General Counsel


			
	
	With a copy to (which shall not constitute notice):


			
	
	Kirkland & Ellis LLP
	601 Lexington Ave
	New York, NY 10022


			
	Attn:	 	Paul M. Basta, P.C.
		 	Nicole L. Greenblatt, P.C.


			
	Facsimile:	 	(212) 446 4900


			
	E-mail Address:	 	  paul.basta@kirkland.com
		 	  ngreenblatt@kirkland.com


  
 19 









			
	-and-	 	
	
	Kirkland & Ellis LLP
	300 North LaSalle
	Chicago, IL 60654


			
	Attn:	 	David R. Seligman, P.C.
		 	Joseph M. Graham


			
	Facsimile:	 	(312) 862-2200


			
	E-mail Address:	 	  dseligman@kirkland.com
		 	  joe.graham@kirkland.com
		
	If to CEC:	 	
	
	Caesars Entertainment Corp.
	One Caesars Palace Drive
	Las Vegas, NV 89109


			
	Attn:	 	General Counsel


			
	
	With a copy to (which shall not constitute notice):
	
	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, NY 10019


			
	Attn:	 	Jeffrey D. Saferstein
		 	Samuel E. Lovett


			
	Telephone:	 	(212) 373-3000
	Facsimile	 	(212) 373-2053


			
	E-mail Address:	 	  jsaferstein@paulweiss.com
		 	  slovett@paulweiss.com
		
	-and-	 	
	
	Milbank, Tweed, Hadley & McCloy LLP
	601 South Figueroa Street, 30th Floor
	Los Angeles, CA 90017


			
	Attn:	 	Paul S. Aronzon
		 	Thomas R. Kreller


			
	Telephone:	 	(213) 892-4000
	Facsimile:	 	(213) 629-5063


			
	Email Address:	 	  paronzon@milbank.com
		 	  tkreller@milbank.com


  
 20 








 22. Third-Party Beneficiaries. The terms and provisions of this Agreement are
intended solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person. 

23. Settlement Discussions. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of
litigation among the Parties hereto. Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be
admissible into evidence in any proceeding other than to prove the existence of this Agreement or in a proceeding to enforce the terms of this Agreement. 

24. Good-Faith Cooperation; Further Assurances. The Parties shall cooperate with each other in good faith in respect of matters
concerning the implementation and consummation of the Restructuring. From time to time, as and when requested by any Party, any other Party will execute and deliver, or cause to be executed and delivered, all such documents and instruments and will
take, or cause to be taken, all such further or other actions as such requesting Party may reasonably deem necessary or desirable to evidence and effectuate the Restructuring and actions contemplated by this Agreement and the CEOC Plan. 

25. Publicity. The Company shall submit drafts to CEC of any press releases and public documents that constitute disclosure of
the existence or terms of this Agreement or any amendment to the terms of this Agreement at least three (3) Business Days prior to making any such disclosure, and shall afford them a reasonable opportunity under the circumstances to comment on
such documents and disclosures and shall incorporate any such reasonable comments in good faith. 
 [Signature page follows.] 

  
 21 








 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

  

					
	CAESARS ENTERTAINMENT OPERATING COMPANY, INC., on behalf of itself and each of the debtors in the Chapter 11 Cases
		
	By:	 	 /s/ Randall Eisenberg

		 	Name:	 	Randall Eisenberg
		 	Title:	 	Chief Restructuring Officer


  

			
	CAESARS ENTERTAINMENT CORPORATION,
		
	By:	 	 /s/ Eric Hession

	Name:	 	Eric Hession
	Title:	 	CFO


 [Signature page to CEOC and CEC First Amended and Restated Settlement Agreement and RSA]








 Exhibit A