Registration Rights Agreement



 Exhibit 10.3 
 Execution Version 
 HARRAH’S OPERATING COMPANY, INC. 
 $214,800,000 10.0% Second-Priority Senior Secured Notes due 2015 
 $847,621,000 10.0% Second-Priority Senior Secured Notes due 2018 
 REGISTRATION RIGHTS AGREEMENT 

December 24, 2008 
 Citigroup Global Markets Inc.

 as Lead Dealer Manager 
 Banc of America
Securities LLC 
 as Joint Dealer Manager 
 c/o
Citigroup Global Markets Inc. 
 388 Greenwich Street, 4th Floor 
 New York, New York 10013 
 Ladies and Gentlemen: 
 Harrah’s Operating Company, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to participate in Exchange Offers with you (the “Dealer Managers”)
in connection with $214,800,000 aggregate principal amount of its 10.0% Second-Priority Senior Secured Notes due 2015 (the “2015 Notes”) and $847,621,000 aggregate principal amount of its 10.0% Second-Priority Senior Secured Notes
due 2018 (the “2018 Notes” and, together with the 2015 Notes, the “Notes”), upon the terms set forth in the Dealer Manager Agreement between you, the Company and Harrah’s Entertainment, Inc., a corporation
organized under the laws of Delaware (the “Parent Guarantor”) dated November 14, 2008 (the “Dealer Manager Agreement”) relating to the exchange offer for the Notes and the related guarantee (as described below)
(the “Private Placement”). Pursuant to the Dealer Manager Agreement, the Company and Parent Guarantor agree with you for your benefit and the benefit of the holders from time to time of the Securities (as defined below) (each a
“Holder” and, collectively, the “Holders”), as follows: 
 The Notes will be unconditionally guaranteed
(the “Guarantee”) on a second-priority senior secured basis by Parent Guarantor. The Notes, together with the Guarantee, are referred to herein as the “Securities.” 
 1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Dealer Manager Agreement.
As used in this Agreement, the following capitalized defined terms shall have the following meanings: 
 “2015 Notes” shall
have the meaning ascribed to it in the preamble. 







 “2018 Notes” shall have the meaning ascribed to it in the preamble. 
 “Additional Interest” shall have the meaning ascribed to it in Section 8 hereof. 
 “Affiliate” shall have the meaning specified in Rule 405 under the Securities Act and the terms “controlling” and
“controlled” shall have meanings correlative thereto. 
 “broker-dealer” shall mean any broker or dealer
registered as such under the Exchange Act. 
 “Business Day” shall mean any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. 
 “Closing Date” shall mean the date of the first issuance of the Securities. 
 “Commission” shall
mean the Securities and Exchange Commission. 
 “Company” shall have the meaning ascribed to it in the preamble. 

“Dealer Manager Agreement” shall have the meaning ascribed to it in the preamble. 
 “Dealer Managers” shall have the meaning ascribed to it in the preamble. 
 “Deferral Period” shall have the meaning ascribed to it in Section 4(k)(ii) hereof. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder. 
 “Exchange Offer Registration Period” shall mean the one-year period following the consummation of the
Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. 
 “Exchange Offer Registration Statement” shall mean a registration statement of the Company on an appropriate form under the Securities
Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein. 
 “Exchanging Dealer” shall mean any Holder (which may include any Dealer
Manager) that is a broker-dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of
the Company) for New Securities. 
 “FINRA Rules” shall mean the Conduct Rules and the By-Laws of the Financial Industry
Regulatory Authority, Inc. 
  

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 “Freely Tradable Security” shall mean any security at any time of determination if at
such time of determination such security (i) may be sold to the public pursuant to Rule 144 under the Securities Act by a person that is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company where no
conditions of Rule 144 under the Securities Act are then applicable (other than the holding period requirement in paragraph (d) of Rule 144 under the Securities Act so long as such holding period requirement is satisfied at such time of
determination) and (ii) does not bear any restrictive legends relating to the Securities Act. 
 “Guarantee” shall have
the meaning ascribed to it in the preamble. 
 “Holder” shall have the meaning ascribed to it in the preamble. 

“Indenture” shall mean the Indenture relating to the Securities, dated as of December 24, 2008, among the Company, Parent
Guarantor and U.S. Bank National Association, as trustee, as the same may be amended from time to time in accordance with the terms thereof. 
 “Inspector” shall have the meaning ascribed to it in Section 4(q)(ii) hereof. 
 “Losses”
shall have the meaning ascribed to it in Section 6(d) hereof. 
 “Majority Holders” shall mean, on any date, Holders of
a majority of the aggregate principal amount of each of the 2015 Notes and the 2018 Notes registered under a Registration Statement. 
 “Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that administer an underwritten offering, if any, under a Registration Statement. 
 “New Securities” shall mean debt securities of the Company and the Guarantee by Parent Guarantor, in each case, identical in all
material respects to the Notes and the related Guarantee (except that the transfer restrictions shall be modified or eliminated, as appropriate) to be issued under the Indenture in connection with sales or exchanges effected pursuant to this
Agreement. 
 “Notes” shall have the meaning ascribed to it in the preamble. 
 “Offering Memorandum” shall mean the offering memorandum, dated November 14, 2008, as supplemented, relating to the exchange offer
for the Notes, including any and all exhibits thereto and any information incorporated by reference therein. 
 “Parent
Guarantor” shall have the meaning ascribed to it in the preamble. 
 “Private Placement” shall have the meaning
ascribed to it in the preamble. 
 “Prospectus” shall mean the prospectus included in any Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to 

  

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the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements
thereto, including any and all exhibits thereto and any information incorporated by reference therein. 
 “Registered Exchange
Offer” shall mean the proposed offer of the Company and Parent Guarantor to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for
the Securities, a like aggregate principal amount of the New Securities. 
 “Registrable Securities” shall mean
(i) Securities other than those that have been (A) registered under a Registration Statement and exchanged or disposed of in accordance therewith or (B) sold to the public pursuant to Rule 144 under the Securities Act or any successor
rule or regulation thereto that may be adopted by the Commission and (ii) any New Securities resale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Securities Act. 
 “Registration Default” shall have the meaning ascribed to it in Section 8 hereof. 
 “Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits
thereto and all material incorporated by reference therein. 
 “Securities” shall have the meaning ascribed to it in the
preamble. 
 “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder. 
 “Shelf Registration” shall mean a registration effected pursuant to Section 3
hereof. 
 “Shelf Registration Period” shall have the meaning ascribed to it in Section 3(b)(ii) hereof. 
 “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company pursuant to the provisions of
Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 
 “Trustee” shall mean the trustee with respect to the Securities under the Indenture. 
 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission
promulgated thereunder. 
  

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 “Underwriter” shall mean any underwriter of Securities in connection with an offering
thereof under a Shelf Registration Statement. 
 2. Registered Exchange Offer. (a) The Company and Parent Guarantor shall use
their commercially reasonable efforts to prepare and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and Parent Guarantor shall use their commercially reasonable efforts
to cause the Exchange Offer Registration Statement to become effective within 365 days of the Closing Date; provided, however, that the Company and Parent Guarantor shall not be required to consummate such Exchange Offer Registration Statement if
the Securities are Freely Tradable Securities. 
 (b) If an Exchange Offer Registration Statement is filed and declared effective pursuant to
Section 2(a) above, upon the effectiveness of the Exchange Offer Registration Statement, the Company and Parent Guarantor shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable
each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company or Parent Guarantor, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements
with any person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. 
 (c) In connection with the Registered Exchange Offer, if an Exchange Offer Registration Statement is required to be filed and declared effective pursuant
to Section 2(a) above, the Company and Parent Guarantor shall: 
 (i) mail or cause to be mailed to each Holder a copy of
the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; 
 (ii) keep the Registered Exchange Offer open for not less than 20 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law); 
 (iii) use their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the
Securities Act, supplemented and amended as required, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; 
 (iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City,
which may be the Trustee or an Affiliate of the Trustee; 
 (v) permit Holders to withdraw tendered Securities at any time
prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open; 
  

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 (vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a
supplemental letter to the Commission (A) stating that the Company and Parent Guarantor are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail.
May 13, 1988), Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Company and Parent Guarantor have not entered into any arrangement or understanding with any person to
distribute the New Securities to be received in the Registered Exchange Offer and that, to the best knowledge of the Company and Parent Guarantor, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the
ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Securities; and 
 (vii) comply in all respects with all applicable laws. 
 (d) As soon as practicable after the close of the
Registered Exchange Offer, the Company and Parent Guarantor shall: 
 (i) accept for exchange all Securities tendered and not
validly withdrawn pursuant to the Registered Exchange Offer; 
 (ii) deliver to the Trustee for cancellation in accordance
with Section 4(s) all Securities so accepted for exchange; and 
 (iii) cause the Trustee promptly to authenticate and
deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange. 
 (e) Each Holder hereby acknowledges and agrees that any broker-dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission
policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities
Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company, Parent Guarantor or their respective Affiliates. Accordingly, each Holder participating in the Registered
Exchange Offer shall be required to represent to the Company and Parent Guarantor that, at the time of the consummation of the Registered Exchange Offer: 
 (i) any New Securities to be received by such Holder will be acquired in the ordinary course of business; 
 (ii) such Holder will have no arrangement or understanding with any person to participate in the distribution of the Securities or the New Securities within the meaning of the Securities Act; and 
  

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 (iii) such Holder is not an Affiliate of the Company or Parent Guarantor. 
 (f) If any Dealer Manager determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities
constituting any portion of an unsold allotment, at the request of such Dealer Manager, the Company and Parent Guarantor shall issue and deliver to such Dealer Manager or the person purchasing New Securities registered under a Shelf Registration
Statement as contemplated by Section 3 hereof from such Dealer Manager, in exchange for such Securities, a like principal amount of New Securities. The Company and Parent Guarantor shall use their commercially reasonable efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer. 
 3. Shelf Registration. (a) If any of the Securities are not Freely Tradable Securities by the 365th calendar day after the Closing Date and either (i) due to any change in law or applicable interpretations thereof by the
Commission’s staff, the Company and Parent Guarantor determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the
Registered Exchange Offer is not consummated within 365 days of the date hereof; (iii) any Dealer Manager so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that
are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than a Dealer Manager) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Dealer Manager that
participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Dealer Manager does not receive Freely Tradable Securities in exchange for Securities constituting any portion of an unsold allotment
(it being understood that (x) the requirement that a Dealer Manager deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired
in exchange for such Securities shall result in such New Securities being not Freely Tradeable Securities; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the
Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and Parent Guarantor shall
effect a Shelf Registration Statement in accordance with subsection (b) below. 
 (b) If a Shelf Registration Statement is required to
be filed and declared effective pursuant to this Section 3, (i) the Company and Parent Guarantor shall as promptly as practicable (but in no event more than 180 days after so required or requested pursuant to this Section 3), file the
Shelf Registration Statement with the Commission and shall use their commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act within 365 days after so required or requested by the
Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than a Dealer Manager) shall be entitled to have
the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities
received by a Dealer Manager in exchange for Securities constituting any portion of an unsold allotment, the Company and Parent Guarantor may, if permitted by current interpretations by the Commission’s 

  

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staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation
S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable
to, a Shelf Registration Statement. 
 (ii) The Company and Parent Guarantor shall use their best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”)
from the date the Shelf Registration Statement is declared effective by the Commission until (A) the expiration of the one-year period referred to in Rule 144 under the Securities Act applicable to securities held by non-affiliates under the
Securities Act or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company and Parent Guarantor shall be
deemed not to have used their best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer
and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company and Parent Guarantor in good faith and for valid business reasons (not
including avoidance of the Company’s and Parent Guarantor’s obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof. 
 (iii) The Company and Parent Guarantor shall cause the Shelf Registration Statement and the related Prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act; and (B) not to contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not
misleading. 
 4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent
applicable, any Exchange Offer Registration Statement, the following provisions shall apply. 
 (a) The Company and Parent Guarantor shall:

 (i) furnish to each of the Dealer Managers and to counsel for the Holders, not less than five Business Days prior to the
filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all
documents incorporated by reference therein after the initial filing) and shall use their commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as the Dealer Managers reasonably propose;

  

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 (ii) include the information set forth in Annex A hereto on the facing page of the
Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of
the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; 
 (iii) if requested by a Dealer Manager, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the
Prospectus contained in the Exchange Offer Registration Statement; and 
 (iv) in the case of a Shelf Registration Statement,
include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders. 
 (b) The Company and Parent Guarantor shall use their commercially reasonable efforts to ensure that: 
 (i) any
Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Securities Act; and 
 (ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 
 (c) The
Company and Parent Guarantor shall advise counsel for the Dealer Managers, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing
to the Company and Parent Guarantor a telephone or facsimile number and address for notices, and, if requested by any Dealer Manager or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company and Parent Guarantor shall have remedied the basis for such suspension): 
 (i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective; 
 (ii) of any request by the Commission after the effective date for
any amendment or supplement to the Registration Statement or the Prospectus or for additional information; 
 (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding for that purpose; 
  

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 (iv) of the receipt by the Company or Parent Guarantor of any notification with respect
to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the institution of any proceeding for such purpose; and 
 (v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, they
(A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading. 
 (d) The Company and Parent Guarantor shall use their commercially reasonable
efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction. 
 (e) The Company and Parent Guarantor shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one
copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein). 
 (f) The Company and Parent Guarantor shall, during the Shelf Registration Period, deliver to each Holder of Securities
covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including the preliminary prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably
request. The Company and Parent Guarantor consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus,
or any amendment or supplement thereto, included in the Shelf Registration Statement. 
 (g) The Company and Parent Guarantor shall furnish
to each Exchanging Dealer which so requests, without charge, at least one (1) conformed copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and,
if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein). 
 (h) The
Company and Parent Guarantor shall promptly deliver to each Dealer Manager, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus
included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such person may reasonably request. The Company and Parent Guarantor consent to the use of the Prospectus or any amendment or supplement thereto by
any Dealer Manager, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Exchange Offer Registration Statement. 
  

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 (i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any
Registration Statement, the Company and Parent Guarantor shall arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and shall
maintain such qualification in effect so long as required; provided that in no event shall the Company and Parent Guarantor be obligated (A) to qualify to do business in any jurisdiction where they are not then so qualified or to take any
action that would subject them to service of process in suits, other than those arising out of the Private Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where they are
not then so subject or (B) to subject itself to taxation in excess of a nominal amount in respect of doing business in such jurisdiction. 
 (j) The Company shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of
any restrictive legends and in such denominations and registered in such names as Holders may request in writing at least three (3) Business Days prior to the closing date of any sales of New Securities. 
 (k) (i) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Company and Parent Guarantor shall promptly
(or within the time period provided for by clause (ii) hereof, if applicable) prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Holders of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 shall be extended by the
number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) to and including the date when the Dealer Managers, the Holders of the Securities and any known Exchanging Dealer shall have received
such amended or supplemented Prospectus pursuant to this Section. 
 (ii) Upon the occurrence or existence of any pending
corporate development or any other material event that, in the reasonable judgment of the Company and Parent Guarantor, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Company and
Parent Guarantor shall give notice (without notice of the nature or details of such events) to the Holders that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any
Registrable Securities pursuant to the Shelf Registration until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 3(i) hereof, or until it is advised in writing by the Company and Parent
Guarantor that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The period during which the availability of the Shelf
Registration and any Prospectus is suspended (the “Deferral Period”) (A) shall not exceed 60 consecutive days, (B) shall not occur more than three (3) times during any calendar year and (C) shall extend the
number of days the Shelf Registration or any Prospectus is available by an amount equal to the Deferral Period. 
  

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 (l) Not later than the effective date of any Registration Statement, the Company and Parent Guarantor
shall provide a CUSIP number for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for
deposit with The Depository Trust Company. 
 (m) The Company and Parent Guarantor shall comply in all material respects with all applicable
rules and regulations of the Commission and shall make generally available to their security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act as soon as practicable after the effective date of the
applicable Registration Statement and in any event no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the
effective date of the applicable Registration Statement. 
 (n) [Reserved]. 
 (o) The Company and Parent Guarantor may require each Holder of securities to be sold pursuant to any Shelf Registration Statement to furnish to the
Company and Parent Guarantor such information regarding the Holder and the distribution of such securities as the Company and Parent Guarantor may from time to time reasonably require for inclusion in such Registration Statement. The Company and
Parent Guarantor may exclude from such Shelf Registration Statement the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. 
 (p) In the case of any Shelf Registration Statement, upon the request of the Majority Holders, the Company and Parent Guarantor shall enter into
customary agreements (including, if requested, an underwriting agreement in customary form) and take all other appropriate actions if any, as the Majority Holders shall reasonably request in order to expedite or facilitate the registration or the
disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof.

 (q) In the case of any Shelf Registration Statement, the Company and Parent Guarantor shall: 
 (i) make reasonably available for inspection at a location where they are normally kept and during normal business hours by the Majority
Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant
financial and other records and pertinent corporate documents of the Company and its subsidiaries; 
 (ii) use their
commercially reasonable efforts to cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent


  

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(each, an “Inspector”) in connection with any such Registration Statement as is customary for similar due diligence examinations;
provided, however, that such Inspector shall first agree in writing with the Company and Parent Guarantor that any information that is reasonably and in good faith designated by the Company and Parent Guarantor in writing as
confidential at the time of delivery of such information shall be kept confidential by such Inspector, unless (1) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory
authorities, (2) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of such Registration Statement or the use of any Prospectus),
(3) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person or (4) such information becomes available to such Inspector from a source other
than the Company or Parent Guarantor and such source is not known, after due inquiry, by the relevant Holder to be bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company or Parent Guarantor; 
 (iii) make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form,
substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Dealer Manager Agreement; 
 (iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as
may be reasonably requested by such Holders and underwriters; 
 (v) obtain “comfort” letters and updates thereof
from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company or any Guarantor for which financial
statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with primary underwritten offerings; and 
 (vi) deliver such
documents and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Company. 
 The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph
(q) shall be performed at (A) the effectiveness of such Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder.

  

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 (r) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to
the Company (or to such other person as directed by the Company) in exchange for the New Securities, the Company and Parent Guarantor shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being cancelled in
exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied. 
 (s) The Company and Parent
Guarantor shall use their best efforts if the Securities have been rated prior to the initial sale of such Securities, to confirm such ratings will apply to the Securities or the New Securities, as the case may be, covered by a Registration
Statement. 
 (t) In the event that any broker-dealer shall underwrite any Securities or participate as a member of an underwriting syndicate
or selling group or “assist in the distribution” (within the meaning of FINRA Rules) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise,
the Company and Parent Guarantor shall assist such broker-dealer in complying with the FINRA Rules. 
 (u) The Company and Parent Guarantor
shall use their commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement. 
 5. Registration Expenses. The Company and Parent Guarantor shall bear all expenses incurred in connection with the performance of their
obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shall initially be Cahill Gordon &
Reindel LLP, but which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith, and, in the case of any Exchange
Offer Registration Statement, will reimburse the Dealer Managers for the reasonable fees and disbursements of counsel acting in connection therewith in each case which counsel shall be approved by the Issuers (such approval not to be unreasonably
withheld). Each Holder shall pay all expenses of its counsel other than as set forth in the preceding sentence, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Securities
or New Securities. 
 6. Indemnification and Contribution. (a) The Company and Parent Guarantor agree to indemnify and hold
harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement, each Dealer Manager and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer,
the directors, officers, employees, Affiliates and agents of each such Holder, Dealer Manager or Exchanging Dealer and each person who controls any such Holder, Dealer Manager or Exchanging Dealer within the meaning of either the Securities Act or
the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment 

  

 -14- 








 
thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) not misleading, and agree to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company and Parent Guarantor will not be
liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company and Parent Guarantor by or on behalf of the party claiming indemnification specifically for inclusion therein. This indemnity agreement shall be in addition to any liability that the Company and
Parent Guarantor may otherwise have. 
 The Company and Parent Guarantor also agree to indemnify as provided in this Section 6(a) or
contribute as provided in Section 6(d) hereof to Losses of each underwriter, if any, of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees, Affiliates or
agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of the Dealer Managers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into
an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof. 
 (b) Each Holder of securities covered by a
Registration Statement (including each Dealer Manager that is a Holder, in such capacity) severally and not jointly agrees to indemnify and hold harmless the Company and Parent Guarantor, each of their respective directors and officers who sign such
Registration Statement and each person who controls the Company or any Guarantor within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company and Parent Guarantor to each such
Holder, but only with reference to written information relating to such Holder furnished to the Company and Parent Guarantor by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability that any such Holder may otherwise have. 
 (c) Promptly after receipt by an
indemnified party under this Section 6 or notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and
such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the
indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the
indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that 

  

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such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local
counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate
counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person); (ii) the actual or
potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified person) that there may
be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the
indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by
the indemnitying party, as applicable (which consent shall not be unreasonably witheld) and includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. 
 (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) (other than by virtue of the failure of an indemnified party to notify the indemnifying party of its right to
indemnification pursuant to paragraph (a) or (b) of this Section 8, where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), each indemnifying party, in order to
provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the Private Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Dealer Manager be responsible,
in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth in the Offering
Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If
the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable 

  

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considerations. Benefits received by the Company shall be deemed to be equal to the aggregate principal amount of Notes issued in the Private Placement as
set forth in the Offering Memorandum. Benefits received by the Dealer Managers shall be deemed to be equal to the total fees received in the Private Placement, and benefits received by any other Holders shall be deemed to be equal to the value of
receiving Securities or New Securities, as applicable, registered under the Securities Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose)
or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person who controls a Holder within the meaning of either the
Securities Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls the Company or any Guarantor within the meaning of either the
Securities Act or the Exchange Act, each officer of the Company or any Guarantor who shall have signed the Registration Statement and each director of the Company or any Guarantor shall have the same rights to contribution as the Company and Parent
Guarantor, subject in each case to the applicable terms and conditions of this paragraph (d). 
 (e) The provisions of this Section will
remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company and Parent Guarantor or any of the indemnified persons referred to in this Section 6, and will survive the sale by a Holder of
securities covered by a Registration Statement. 
 7. Underwritten Registrations. (a) If any of the Securities or New Securities,
as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders, subject to the consent of the Issuers (which shall not be unreasonably
withheld), and the Holders of Securities or New Securities covered by such Shelf Registration Statement shall be responsible for all underwriting commissions and discounts. 
 (b) No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such
person’s Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements; and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 
  

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 8. Registration Defaults. If any of the Securities are not Freely Tradable Securities by the 365th
calendar day after the Closing Date and either: 
 (a) any Registration Statement required by this Agreement is not declared
effective on or prior to the date by which commercially reasonable efforts are to be used to cause such effectiveness under this Agreement; 
 (b) on or prior to the 395th day after the Closing Date, the Company and Parent Guarantor have not exchanged New Securities for all Securities tendered in accordance with the terms of a Registered Exchange Offer; or

 (c) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any
time at which it is required to be effective under this Agreement 
 (each such event referred to in (a) - (c), a “Registration Default”),
the interest rate on the Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the occurrence of the first Registration Default and (ii) an additional 0.25% per annum with respect to
each subsequent 90-day period until such Registration Defaults have been cured or the Securities become Freely Tradable Securities up to a maximum increase of 1.00% per annum (such increased interest, the “Additional
Interest”). 
 9. No Inconsistent Agreements. The Company and Parent Guarantor have not entered into, and agrees not to enter
into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof. 
 10. Amendments and Waivers. The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company and Parent Guarantor have obtained (A) in the case of the 2015 Notes, the written consent of the Holders of a majority of the aggregate principal amount of 2015 Notes
outstanding and (B) in the case of the 2018 Notes, the written consent of the Holders of a majority of the aggregate principal amount of 2018 Notes outstanding; provided that, in each case, with respect to any matter that directly or
indirectly affects the rights of any Dealer Manager hereunder, the Company and Parent Guarantor shall obtain the written consent of each such Dealer Manager against which such amendment, qualification, supplement, waiver or consent is to be
effective; provided, further, that no amendment, qualification, supplement, waiver or consent with respect to Section 8 hereof shall be effective as against any Holder of Registered Securities unless consented to in writing by
such Holder; and provided, further, that the provisions of this Article 10 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company
and Parent Guarantor have obtained the written consent of the Dealer Managers and each Holder. Notwithstanding the foregoing (except the foregoing provisos), a waiver or consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the
Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement. 
  

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 11. Notices. All notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery: 
 (a)
if to a Holder, at the most current address given by such holder to the Company in accordance with the provisions of this Section 11, which address initially is, with respect to each Holder, the address of such Holder maintained by the
Registrar under the Indenture; 
 (b) if to the Dealer Managers, initially at the address or addresses set forth in the Dealer
Manager Agreement; and 
 (c) if to the Company, initially at its address set forth in the Dealer Manager Agreement.

 All such notices and communications shall be deemed to have been duly given when received. 
 The Dealer Managers or the Company by notice to the other parties may designate additional or different addresses for subsequent notices or
communications. 
 12. Remedies. Each Holder, in addition to being entitled to exercise all rights provided to it herein, in the
Indenture or in the Dealer Manager Agreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement. The Company and Parent Guarantor agree that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by them of the provisions of this Agreement and hereby agree to waive in any action for specific performance the defense that a remedy at law would be adequate.

 13. Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors
and assigns, including, without the need for an express assignment or any consent by the Company and Parent Guarantor thereto, subsequent Holders of Securities and the New Securities, and the indemnified persons referred to in Section 6 hereof.
The Company and Parent Guarantor hereby agree to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

 14. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same agreement. 
 15. Headings. The section headings used herein are for convenience only
and shall not affect the construction hereof. 
  

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 16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York applicable to contracts made and to be performed in the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this
Agreement. 
 17. Severability. In the event that any one of more of the provisions contained herein, or the application thereof in
any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way
impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 
 18. Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 
  

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 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, Parent Guarantor and the several Dealer Managers. 
  

					
	Very truly yours,
	
	HARRAH’S OPERATING COMPANY, INC.
		
	By:	 	/s/ Jonathan S. Halkyard
		 	Name:	 	Jonathan S. Halkyard
		 	Title:	 	 Senior Vice President
 CFO &
Treasurer



  

					
	HARRAH’S ENTERTAINMENT, INC.
		
	By:	 	/s/ Jonathan S. Halkyard
		 	Name:	 	Jonathan S. Halkyard
		 	Title:	 	 Senior Vice President
 CFO &
Treasurer



  

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	The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
	
	 Citigroup Global Markets Inc.
 as Lead Dealer Manager

	 Banc of America Securities LLC
 as Joint Dealer Manager

	
	By: Citigroup Global Markets Inc.
		
	By:	 	/s/ Stephen Cheeseman
	Name:	 	Stephen Cheeseman
	Title:	 	Managing Director

  

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 ANNEX A 
 Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or
other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any
such resale. See “Plan of Distribution”. 
  

 A-1 








 ANNEX B 
 Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. 
  

 B-1 








 ANNEX C 
 PLAN OF DISTRIBUTION 
 Each broker-dealer that receives new securities for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the
close of business one year after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until
                    ,             , all dealers effecting transactions in
the new securities may be required to deliver a prospectus. 
 The company will not receive any proceeds from any sale of new securities by
brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing
of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resales new securities that
were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Securities Act and
any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. 
 For a period of one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such
documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or
dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 
 [If applicable, add information required by Regulation S-K Items 507 and/or 508.] 
  

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 ANNEX D 
 Rider A 
 PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 
  

			
	Name:	 	 
	Address:	 	 
		 	 

 Rider B 
 If
the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no
arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it
will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the
Securities Act. 
  

 D-1