8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

February 20, 2013 (February 20, 2013)

Date of Report (Date of earliest event reported)

Caesars Entertainment Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-10410	62-1411755
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Caesars Palace Drive

Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 407-6000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1—Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Overview

Caesars Entertainment Corporation (the “Registrant” or the “Parent Guarantor”) previously announced on its Current Report on Form 8-K, dated December 13, 2012, that Caesars Operating Escrow LLC and Caesars Escrow Corporation (the “Escrow Issuers”), wholly owned subsidiaries of Caesars Entertainment Operating Company, Inc. (the “Company”), a wholly owned subsidiary of the Registrant, completed the offering of $750,000,000 aggregate principal amount of 9% Senior Secured Notes due 2020 (the “Additional Notes”). The Additional Notes were issued under the same indenture governing the 9% Senior Secured Notes due 2020 that were issued on August 22, 2012 (the “Existing Notes” and, together with the Additional Notes, the “Notes”).

The Registrant further announced that pursuant to an escrow agreement dated as of December 13, 2012, among U.S. Bank National Association, as escrow agent and securities intermediary, U.S. Bank National Association, as trustee (the “Trustee”) under the Indenture (as defined below), and the Escrow Issuers, the Escrow Issuers deposited the gross proceeds of the Additional Notes, together with additional amounts necessary to redeem the Additional Notes, if applicable, into a segregated escrow account until the date that certain escrow conditions were satisfied. The escrow conditions included, among other things, the assumption by the Company of all obligations of the Escrow Issuers under the Additional Notes (the “CEOC Assumption”) and the receipt of all required regulatory approvals.

On February 20, 2013, the escrow conditions were satisfied and the CEOC Assumption was consummated.

1. Supplemental Indenture and Senior Secured Notes due 2020

On February 20, 2013, pursuant to a supplemental indenture, dated as of February 20, 2013, among the Company and the Trustee (the “Supplemental Indenture”) to the indenture, dated as of August 22, 2012, among the Escrow Issuers, the Parent Guarantor and the Trustee, as supplemented by a supplemental indenture, dated as of October 5, 2012, and as further supplemented by an additional notes supplemental indenture, dated as of December 13, 2012 (as so supplemented, the “Indenture”), the Company assumed the obligations of the Escrow Issuers under the Additional Notes and the Indenture. The Additional Notes mature on February 15, 2020.

The Indenture provides that the Additional Notes are guaranteed by the Parent Guarantor and are secured by first-priority security interests in substantially all of the property and assets held by the Company and each wholly-owned, domestic subsidiary of the Company that is a subsidiary pledgor with respect to the senior secured credit facilities, the Existing Notes, the Company’s 11 ¹/₄% senior secured notes due 2017 (the “Existing 11.25% First Lien Notes”) and the Company’s 8 ¹/₂% senior secured notes due 2020 (the “Existing 8.5% First Lien Notes”), with certain exceptions.

The Company will pay interest on the Additional Notes at 9% per annum, semiannually to holders of record at the close of business on February 1 or August 1 immediately preceding the interest payment date on February 15 and August 15 of each year, commencing on February 15, 2013.

The Company may redeem the Notes at its option, in whole or part, at any time prior to February 15, 2016, at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the redemption date and a “make-whole” premium. The Company may redeem the Notes, in whole or in part, on or after February 15, 2016, at the redemption prices set forth in the Indenture. In addition, at any time and from time to time on or before February 15, 2015, the Company may choose to redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to the further issuance of additional notes) at a redemption price equal to 109.000% of the face amount thereof with the net proceeds of one or more equity offerings so long as at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any further issuance of additional notes) remain outstanding after each such redemption.

The Indenture contains covenants that limit the Company’s (and most of its subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make other distributions in respect of its capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting its restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; (viii) enter into certain transactions with its affiliates; and (ix) designate its subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important limitations and exceptions outlined in the Indenture. The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

2. Joinder to Registration Rights Agreement

On February 20, 2013, in connection with the CEOC Assumption, the Company and Citigroup Global Markets Inc., as representative of the initial purchasers (the “Representative”), entered into a joinder (the “Joinder to the Registration Rights Agreement”) to the registration rights agreement, dated as of December 13, 2012 (the “Registration Rights Agreement”), among the Escrow Issuers, the Parent Guarantor and the Representative, relating to, among other things, the exchange offer for the Additional Notes and the related guarantee (as described above). Pursuant to the Joinder to the Registration Rights Agreement, the Company became a party to the Registration Rights Agreement and agreed to be bound by the terms thereof as if it had originally been a party thereto.

Subject to the terms of the Registration Rights Agreement, the Company and the Parent Guarantor will use their reasonable best efforts to either (a) register with the Securities and Exchange Commission, and cause to become effective a registration statement relating to an offer to exchange, notes having substantially identical terms as the Additional Notes as part of offers to exchange freely tradable exchange notes for Additional Notes, or (b) cause to make available an effective shelf registration statement relating to resales of certain registrable Additional Notes. In the exchange offer, we expect that holders that exchange Additional Notes and/or Existing Notes will collectively receive registered 9% Senior Secured Notes due 2020 having a single CUSIP number, and such Additional Notes and Existing Notes will thereafter be fungible.

Under option (a) above, (1) the exchange offer registration statement needs to become effective by the fifth business day following the one year anniversary of the issuance of the Additional Notes, and (2) the exchange offer needs to be completed within 45 days after the exchange offer registration statement becomes effective. Under option (b) above, (1) an effective shelf registration statement must not cease to be made available by the 90th day following the date on which the requirement to make such shelf registration statement arises, and (2) following effectiveness of the shelf registration statement, subject to limited exceptions, it needs to remain effective or otherwise available for more than 60 days in any 12-month period prior to the time the Additional Notes cease to be registrable notes.

If the Company and the Parent Guarantor fail to meet these targets (a “registration default”), the annual interest rate on the Additional Notes will increase by 0.25%. The annual interest rate on the Additional Notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per year. If the registration default is corrected, the applicable interest rate will revert to the original level.

3. Joinder and Supplement to Intercreditor Agreement

On February 20, 2013, the Trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent, entered into a joinder (the “Joinder to the Intercreditor Agreement”) to the Intercreditor Agreement, dated as of December 24, 2008, among Bank of America, N.A., as credit agreement agent, U.S. Bank National Association, as trustee, and each collateral agent for any future second lien indebtedness from time to time party thereto (the “Intercreditor Agreement”).

Pursuant to the Joinder to the Intercreditor Agreement, the Trustee became a party to and agreed to be bound by the terms of the Intercreditor Agreement as an other first priority lien obligations agent, as if it had originally been party to the Intercreditor Agreement as a first lien agent. The Intercreditor Agreement governs the relative priorities of the respective security interests in the Company’s and the subsidiary pledgors’ assets securing (i) the Notes, (ii) the 10.0% second-priority senior secured notes due 2015 and the 10.0% second-priority senior secured notes due 2018 issued pursuant to the indenture dated as of December 24, 2008, among the Company, Parent Guarantor and U.S. Bank National Association, as trustee, (iii) the 10.0% senior secured notes due 2018 issued pursuant to the indenture dated as of April 15, 2009, (iv) the Existing 11.25% First Lien Notes issued pursuant to the indenture dated as of June 10, 2009, (v) the Existing 8.5% First Lien Notes issued pursuant to the indenture dated as of February 14, 2012, (vi) the 12.75% second-priority senior secured notes due 2018 issued pursuant to the indenture dated as of April 16, 2010, and (vii) borrowings under the senior secured credit facilities and certain other matters relating to the administration of security interests.

4. Other First Lien Secured Party Consent to the Collateral Agreement

On February 20, 2013, U.S. Bank National Association entered into an other first lien secured party consent to the Collateral Agreement (the “Other First Lien Secured Party Consent to the Collateral Agreement”), as authorized representative (the “Authorized Representative for the Collateral Agreement”), for persons who shall become secured parties (the “New Secured Parties”) under the collateral agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009 (the “Collateral Agreement”) among the Company, each subsidiary of the Company identified therein as a party and Bank of America, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

Pursuant to the Other First Lien Secured Party Consent to the Collateral Agreement, the Additional Notes will be secured on a first-priority basis by substantially all of the assets of the Company and the assets of the subsidiary pledgors, and the Authorized Representative for the Collateral Agreement was authorized to become a party to the Collateral Agreement on behalf of the New Secured Parties under the Indenture and to act as the Authorized Representative for the New Secured Parties.

5. Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement

On February 20, 2013, U.S. Bank National Association entered into an other first lien secured party consent to the Guaranty and Pledge Agreement (the “Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement”), as authorized representative (the “Authorized Representative for the Guaranty and Pledge Agreement”), for persons who shall become secured parties (the “New Secured Parties”) under the guaranty and pledge agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009 (the “Guaranty and Pledge Agreement”) among the Parent Guarantor and the Collateral Agent.

Pursuant to the Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, the Parent Guarantor guarantees payment on the senior secured credit facilities and grants to the Collateral Agent for the benefit of the secured parties a security interest in all of its rights and title in the Collateral (as defined therein) as collateral security for prompt payment on the Notes, the Existing 11.25% First Lien Notes, the Existing 8.5% First Lien Notes and the senior secured credit facilities, and the Authorized Representative for the Guaranty and Pledge Agreement was authorized to become a party to the Guaranty and Pledge Agreement on behalf of the New Secured Parties under the Indenture and to act as the Authorized Representative for the New Secured Parties.

The foregoing summary is qualified in its entirety by reference to the Supplemental Indenture, the Joinder to the Registration Rights Agreement, the Joinder to the Intercreditor Agreement, the Other First Lien Secured Party Consent to the Collateral Agreement and the Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and incorporated herein by reference.

Section 2—Financial Information

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
4.1	Supplemental Indenture, dated as of February 20, 2013, by and among Caesars Entertainment Operating Company, Inc. and U.S. Bank National Association, as trustee.
4.2	Joinder to Registration Rights Agreement, dated as of February 20, 2013, by and among Caesars Entertainment Operating Company, Inc. and Citigroup Global Markets Inc., as representative of the initial purchasers.
10.1	Joinder and Supplement to the Intercreditor Agreement, dated as of February 20, 2013, by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent.
10.2	Other First Lien Secured Party Consent to the Collateral Agreement, dated as of February 20, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.
10.3	Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of February 20, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAESARS ENTERTAINMENT CORPORATION
Date: February 20, 2013	By:	/s/ MICHAEL D. COHEN
		Michael D. Cohen
		Senior Vice President, Deputy General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
4.1	Supplemental Indenture, dated as of February 20, 2013, by and among Caesars Entertainment Operating Company, Inc. and U.S. Bank National Association, as trustee.
4.2	Joinder to Registration Rights Agreement, dated as of February 20, 2013, by and among Caesars Entertainment Operating Company, Inc. and Citigroup Global Markets Inc., as representative of the initial purchasers.
10.1	Joinder and Supplement to the Intercreditor Agreement, dated as of February 20, 2013, by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent.
10.2	Other First Lien Secured Party Consent to the Collateral Agreement, dated as of February 20, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.
10.3	Other First Lien Secured Party Consent to the Guaranty and Pledge Agreement, dated as of February 20, 2013, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Guaranty and Pledge Agreement dated as of January 28, 2008, as amended and restated as of June 10, 2009.

EX-4.1

Exhibit 4.1

Execution Version

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of February 20, 2013, between CAESARS ENTERTAINMENT OPERATING COMPANY, INC., a Delaware corporation (the “New Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS CAESARS OPERATING ESCROW LLC, a Delaware limited liability company, CAESARS ESCROW CORPORATION, a Delaware corporation (together, the “Escrow Issuer”) and CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (the “Parent Guarantor”) have heretofore executed and delivered to the Trustee an indenture dated as of August 22, 2012, as supplemented by the first supplemental indenture, dated as of October 5, 2012, and as further supplemented by the additional notes indenture, dated as of December 13, 2012 (as so supplemented, the “Indenture”), providing for the issuance of the Escrow Issuer’s 9% Senior Secured Notes due 2020 (the “Additional Notes”), in the aggregate principal amount of $750,000,000 on December 13, 2012;

WHEREAS Section 14.01 of the Indenture provides that the New Issuer may execute and deliver to the Trustee a supplemental indenture pursuant to which the New Issuer shall unconditionally assume all the Escrow Issuer’s Obligations under the Additional Notes and the Indenture on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the New Issuer and the Parent Guarantor are authorized to execute and deliver this Third Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Issuer, the Parent Guarantor, the Escrow Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Additional Notes as follows:

1. Defined Terms. As used in this Third Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Third Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Third Supplemental Indenture refer to this Third Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Assume Obligations. The New Issuer hereby agrees to unconditionally assume the Issuer’s Obligations under the Additional Notes and the Indenture on the terms and subject to the conditions set forth in Article XIV of the Indenture and to be bound by all other applicable provisions of the Indenture and the Additional Notes and to perform all of the obligations and agreements of the Issuer under the Indenture.

3. Notices. All notices or other communications to the New Issuer shall be given as provided in Section 13.02 of the Indenture.

4. Ratification of Indenture; Third Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Additional Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

1

5. Release of Obligations of Escrow Issuer. Upon execution of this Third Supplemental Indenture by the New Issuer, the Parent Guarantor and the Trustee, the Escrow Issuer is released and discharged from all obligations under the Indenture and the Additional Notes.

6. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

7. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture.

8. Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

2

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.

CAESARS ENTERTAINMENT OPERATING COMPANY, INC.
By:	/s/ ERIC HESSION
	Name:	Eric Hession
	Title:	Senior Vice President and Treasurer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ RAYMOND S. HAVERSTOCK
	Name:	Raymond S. Haverstock
	Title:	Vice President

3

Acknowledged by:
CAESARS OPERATING ESCROW LLC
By:	/s/ MICHAEL D. COHEN
	Name:	Michael D. Cohen
	Title:	Secretary
CAESARS ESCROW CORPORATION
By:	/s/ MICHAEL D. COHEN
	Name:	Michael D. Cohen
	Title:	Secretary

4

EX-4.2

Exhibit 4.2

Registration Rights Agreement Joinder

February 20, 2013

WHEREAS, Caesars Operating Escrow LLC (“Escrow LLC”), Caesars Escrow Corporation (“Escrow Corporation” and, together with Escrow LLC, the “Issuers”), Caesars Entertainment Corporation (“Parent Guarantor”) and Citigroup Global Markets, as representative (the “Representative”) of the several Initial Purchasers heretofore executed and delivered a Registration Rights Agreement (the “Registration Rights Agreement”), dated December 13, 2012, providing for the registration of notes substantially similar to the Notes (as defined therein) (capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement);

WHEREAS, as a condition to the release of the proceeds from the sale of the Notes from escrow, Caesars Entertainment Operating Company, Inc. (the “Company”) has agreed to assume all obligations of the Issuers under the Notes and the Indenture and become the successor obligor of the Notes in all respects, pursuant to the CEOC Assumption; and

WHEREAS, the Company has agreed to become party to the Registration Rights Agreement upon the consummation of the CEOC Assumption.

NOW, THEREFORE, the Company hereby agrees for the benefit of the Initial Purchasers, as follows:

1. Joinder. The Company hereby acknowledges that it has received and reviewed a copy of the Registration Rights Agreement and all other documents it deems fit to enter into this joinder agreement (the “Registration Rights Agreement Joinder”), and acknowledges and agrees to (i) join and become a party to the Registration Rights Agreement as indicated by its signature below; (ii) be bound by all covenants, agreements, representations, warranties, indemnities and acknowledgments attributable to the Company in the Registration Rights Agreement as if the Company was a party thereto as of the date of the Registration Rights Agreement; and (iii) perform all obligations and duties required and be entitled to all the benefits of the Company pursuant to the Registration Rights Agreement.

2. Representations and Warranties and Agreements of the Company. The Company hereby represents and warrants to and agrees with the Initial Purchasers that it has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Registration Rights Agreement Joinder and to consummate the transactions contemplated hereby and under the Registration Rights Agreement.

3. Release of Obligations of Escrow Issuers. Upon execution of this Registration Rights Agreement Joinder by the Company and the Representative, the Issuers are hereby released and discharged from all obligations under the Registration Rights Agreement.

4. Counterparts. This Registration Rights Agreement Joinder may be signed in one or more counterparts (which may be delivered in original form or via facsimile), each of which shall constitute an original when so executed and delivered and all of which together shall constitute one and the same agreement.

5. Amendments. No amendment or waiver of any provision of this Registration Rights Agreement Joinder, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties to the Registration Rights Agreement.

6. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

7. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS JOINDER AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned has executed this agreement this 20th day of February, 2013.

CAESARS ENTERTAINMENT OPERATING COMPANY, INC.
By:	/s/ ERIC HESSION
	Name:	Eric Hession
	Title:	Senior Vice President and Treasurer

[Signature page to Joinder to Registration Rights Agreement]

The foregoing Registration Rights Agreement Joinder is hereby confirmed and accepted as of the date first above written,
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ MICHAEL ZICARI
Name:	Michael Zicari
Title:	Managing Director
For itself and as Representative of the other Initial Purchasers

[Signature page to Joinder to Registration Rights Agreement]

EX-10.1

Exhibit 10.1

JOINDER AND SUPPLEMENT

to

INTERCREDITOR AGREEMENT

Reference is made to that certain Intercreditor Agreement, dated as of December 24, 2008 and supplemented as of April 15, 2009, June 10, 2009, September 11, 2009, May 20, 2010, March 1, 2012 and October 5, 2012 (as supplemented on the date hereof through the execution and delivery of this Agreement and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Bank of America, N.A., as Credit Agreement Agent and each Other First Priority Lien Obligations Agent from time to time party thereto, each in its capacity as First Lien Agent, U.S. Bank National Association, as Trustee and each collateral agent for any Future Second Lien Indebtedness from time to time party thereto, each in its capacity as Second Priority Agent (attached hereto as Exhibit A). Capitalized terms used but not defined herein shall have the meanings assigned in the Intercreditor Agreement.

This Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of February 20, 2013 (the “Effective Date”), by and among (i) U.S. Bank National Association, as trustee (the “New Trustee”) pursuant to the indenture, dated as of August 22, 2012 (the “Base Indenture”), by and among Caesars Escrow Corporation (“Escrow Corp.”), Caesars Operating Escrow LLC (together with Escrow Corp., the “Escrow Issuers”), Caesars Entertainment Corporation (“CEC”), as parent guarantor, and the New Trustee, as supplemented by a supplemental indenture dated as of October 5, 2012 among Caesars Entertainment Operating Company, Inc. (“CEOC”) and the Trustee (the “Prior Assumption Supplemental Indenture”), as further supplemented by a supplemental indenture dated as of December 13, 2012 among the Escrow Issuers, the Company and the Trustee (the “Additional Notes Supplemental Indenture,” and together with the Base Indenture and the Prior Assumption Supplemental Indenture, the “Existing Indenture”), and as further supplemented by a supplemental indenture to be entered into as of the date hereof among CEOC and the Trustee (together with the Existing Indenture, the “New Indenture”), pursuant to which CEOC will assume the obligations of the Escrow Issuers under the Existing Indenture, (ii) U.S. Bank National Association, as Trustee under the Intercreditor Agreement, (iii) Bank of America, N.A., as Credit Agreement Agent under the Intercreditor Agreement, (iv) U.S. Bank National Association, as a Second Priority Agent under the Intercreditor Agreement, and (v) any other First Lien Agent and Second Priority Agent from time to time party to the Intercreditor Agreement, has been entered into to record the accession of the New Trustee as an Other First Priority Lien Obligations Agent under the Intercreditor Agreement on behalf of the holders of the 9% Senior Secured Notes due 2020 (the “New Notes”) issued pursuant to the New Indenture on December 13, 2012.

The parties to this Agreement hereby agree as follows:

A. The New Trustee agrees to become, with immediate effect, a party to and agrees to be bound by the terms of the Intercreditor Agreement as an Other First Priority Lien Obligations Agent, as if it had originally been party to the Intercreditor Agreement as a First Lien Agent.

B. The Obligations under the New Notes, the New Indenture and any other document or agreement entered into pursuant thereto are designated as Other First Priority Lien Obligations. The Lien on the Common Collateral securing such Other First Priority Lien Obligations shall have priority over and be senior in all respects to all Liens on the Common Collateral securing any Second Priority Claims on the terms set forth in the Intercreditor Agreement and shall be equal and ratable with all Liens on the Common Collateral securing any other Senior Lender Claims.

C. The New Trustee confirms that its address for notices pursuant to the Intercreditor Agreement is as follows:

U.S. Bank National Association

EP-MN-WS3C, 60 Livingston Avenue

St. Paul, MN 55107-1419

Telephone: (651) 466-6299

Facsimile:  (651) 466-7430

Attn: Corporate Trust Services,

         Raymond S. Haverstock

D. Each party to this Agreement (other than the New Trustee) confirms the acceptance of the New Trustee as an Other First Priority Lien Obligations Agent for purposes of the Intercreditor Agreement.

E. Except as expressly provided herein, in the Intercreditor Agreement or in any Other First Priority Lien Obligations Documents, the New Trustee is acting in the capacity of Other First Priority Lien Obligations Agent solely with respect to the Senior Lender Claims owed to the New Trustee and the holders of the New Notes issued pursuant to the New Indenture. For the avoidance of doubt, the provisions of Article VII of the New Indenture applicable to the New Trustee thereunder shall also apply to the New Trustee acting under or in connection with the Intercreditor Agreement.

F. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

G. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

[SIGNATURE PAGES FOLLOW]

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

U.S. BANK NATIONAL ASSOCIATION
as New Trustee and Other First Priority Lien Obligations Agent
By:	/s/ RAYMOND S. HAVERSTOCK
Name:	Raymond S. Haverstock
Title:	Vice President

[Joinder and Supplement to 2^nd Lien Intercreditor Agreement]

Acknowledged and Agreed:
CAESARS ENTERTAINMENT OPERATING COMPANY, INC.
By:	/s/ ERIC HESSION
Name:	Eric Hession
Title:	Senior Vice President and Treasurer
CAESARS ENTERTAINMENT CORPORATION
By:	/s/ ERIC HESSION
Name:	Eric Hession
Title:	Senior Vice President and Treasurer
BANK OF AMERICA, N.A. as Credit Agreement Agent
By:	/s/ DANIEL KELLY
Name:	Daniel Kelly
Title:	Managing Director
U.S. BANK NATIONAL ASSOCIATION as Trustee
By:	/s/ RAYMOND S. HAVERSTOCK
Name:	Raymond S. Haverstock
Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION as Second Priority Agent
By:	/s/ RAYMOND S. HAVERSTOCK
Name:	Raymond S. Haverstock
Title:	Vice President

[Joinder and Supplement to 2^nd Lien Intercreditor Agreement]

Exhibit A

EX-10.2

Exhibit 10.2

OTHER FIRST LIEN SECURED PARTY CONSENT

February 20, 2013

The undersigned is the Authorized Representative for Persons wishing to become Secured Parties (the “New Secured Parties”) under the Amended and Restated Collateral Agreement dated as of January 28, 2008 and as amended and restated as of June 10, 2009 (as heretofore amended and/or supplemented, the “Collateral Agreement” (terms used without definition herein have the meanings assigned to such term by the Collateral Agreement)) among Caesars Entertainment Operating Company, Inc. (formerly known as Harrah’s Operating Company, Inc.) (the “Company”), the Subsidiary Parties party thereto and Bank of America, N.A., as Collateral Agent (the “Agent”).

In consideration of the foregoing, the undersigned hereby:

(i) represents that the Authorized Representative has been duly authorized by the New Secured Parties pursuant to Section 11.02(d) of the Base Indenture (as defined herein) to become a party to the First Lien Intercreditor Agreement on behalf of the New Secured Parties under the indenture, dated as of August 22, 2012 (the “Base Indenture”), by and among Caesars Escrow Corporation (“Escrow Corp.”), Caesars Operating Escrow LLC (together with Escrow Corp., the “Escrow Issuers”), Caesars Entertainment Corporation (“CEC”), as parent guarantor, and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of October 5, 2012 among the Company and the Trustee (the “Prior Assumption Supplemental Indenture”), as further supplemented by a supplemental indenture dated as of December 13, 2012 among the Escrow Issuers, CEC and the Trustee (the “Additional Notes Supplemental Indenture,” and together with the Base Indenture and the Prior Assumption Supplemental Indenture, the “Existing Indenture”), and as further supplemented by a supplemental indenture to be entered into as of the date hereof among the Company and the Trustee, pursuant to which the Company will assume the obligations of the Escrow Issuers under the Existing Indenture (the “New Secured Obligation”) and to act as the Authorized Representative for the New Secured Parties;

(ii) acknowledges that the Authorized Representative has received a copy of the Security Documents and the First Lien Intercreditor Agreement;

(iii) appoints and authorizes the Agent to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise such powers under the Security Documents and First Lien Intercreditor Agreement as are delegated to the Agent by the terms thereof, together with all such powers as are reasonably incidental thereto;

(iv) accepts and acknowledges the terms of the First Lien Intercreditor Agreement applicable to it and the New Secured Parties and agrees to serve as Authorized Representative for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to holders of Other First Lien Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions

thereof (including, without limitation, Section 2.02(b) thereof) as fully as if it had been a Secured Party on the effective date of the First Lien Intercreditor Agreement and agrees that its address for receiving notices pursuant to the Security Documents and the First Lien Intercreditor Agreement shall be as follows:

U.S. Bank National Association EP-MN-WS3C 60 Livingston Avenue St. Paul, MN 55107-1419
Attention:	Corporate Trust Services
	Raymond S. Haverstock

and

(v) confirms the authority of the Agent to enter into the Security Documents on its behalf and on behalf of the New Secured Parties and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to it and the New Secured Parties as fully as if it had been a party to each such agreement on behalf of itself and the New Secured Parties.

For the avoidance of doubt, it is acknowledged and agreed that this Other First Lien Secured Party Consent shall constitute a “Security Document” as defined in the Base Indenture.

The Agent, by acknowledging and agreeing to this Other First Lien Secured Party Consent, accepts the appointment set forth in clause (iii) above.

THIS OTHER FIRST LIEN SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Other First Lien Secured Party Consent to be duly executed by its authorized officer as of the date and year first set forth above.

U.S. BANK NATIONAL ASSOCIATION,
AS AUTHORIZED REPRESENTATIVE
By:	/s/ RAYMOND S. HAVERSTOCK
	Name:	Raymond S. Haverstock
	Title:	Vice President
ACKNOWLEDGED AND AGREED:
BANK OF AMERICA, N.A., AS COLLATERAL AGENT
By:	/s/ DANIEL KELLY
	Name:	Daniel Kelly
	Title:	Managing Director
CAESARS ENTERTAINMENT OPERATING COMPANY, INC.
By:	/s/ ERIC HESSION
	Name:	Eric Hession
	Title:	Senior Vice President and Treasurer

[Other First Lien Secured Party Consent – Collateral Agreement]

EX-10.3

Exhibit 10.3

OTHER FIRST LIEN SECURED PARTY CONSENT

February 20, 2013

The undersigned is the Authorized Representative for Persons wishing to become Secured Parties (the “New Secured Parties”) under the Amended and Restated Guaranty and Pledge Agreement dated as of January 28, 2008 and as amended and restated as of June 10, 2009 (as heretofore amended and/or supplemented, the “Guaranty and Pledge Agreement” (terms used without definition herein have the meanings assigned to such term in the Guaranty and Pledge Agreement)) among Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.) (“CEC”) and Bank of America, N.A., as Collateral Agent (the “Agent”).

In consideration of the foregoing, the undersigned hereby:

(i) represents that the Authorized Representative has been duly authorized by the New Secured Parties pursuant to Section 11.02(d) of the Base Indenture (as defined herein) to become a party to the First Lien Intercreditor Agreement on behalf of the New Secured Parties under the indenture, dated as of August 22, 2012 (the “Base Indenture”), by and among Caesars Escrow Corporation (“Escrow Corp.”), Caesars Operating Escrow LLC (together with Escrow Corp., the “Escrow Issuers”), CEC, as parent guarantor, and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of October 5, 2012 among Caesars Entertainment Operating Company, Inc. (“CEOC”) and the Trustee (the “Prior Assumption Supplemental Indenture”), as further supplemented by a supplemental indenture dated as of December 13, 2012 among the Escrow Issuers, CEC and the Trustee (the “Additional Notes Supplemental Indenture,” and together with the Base Indenture and the Prior Assumption Supplemental Indenture, the “Existing Indenture”), and as further supplemented by a supplemental indenture to be entered into as of the date hereof among CEOC and the Trustee, pursuant to which CEOC will assume the obligations of the Escrow Issuers under the Existing Indenture (the “New Secured Obligation”) and to act as the Authorized Representative for the New Secured Parties;

(ii) acknowledges that the Authorized Representative has received a copy of the Guaranty and Pledge Agreement and the First Lien Intercreditor Agreement;

(iii) appoints and authorizes the Agent to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise such powers under the Guaranty and Pledge Agreement and First Lien Intercreditor Agreement as are delegated to the Agent by the terms thereof, together with all such powers as are reasonably incidental thereto;

(iv) accepts and acknowledges the terms of the First Lien Intercreditor Agreement applicable to it and the New Secured Parties and agrees to serve as Authorized Representative for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to holders of Other First Lien Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions

thereof (including, without limitation, Section 2.02(b) thereof) as fully as if it had been a Secured Party on the effective date of the First Lien Intercreditor Agreement and agrees that its address for receiving notices pursuant to the Guaranty and Pledge Agreement and the First Lien Intercreditor Agreement shall be as follows:

U.S. Bank National Association EP-MN-WS3C 60 Livingston Avenue St. Paul, MN 55107-1419
Attention:	Corporate Trust Services
	Raymond S. Haverstock

and

(v) confirms the authority of the Agent to enter into the Security Documents on its behalf and on behalf of the New Secured Parties and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to it and the New Secured Parties as fully as if it had been a party to each such agreement on behalf of itself and the New Secured Parties.

For the avoidance of doubt, it is acknowledged and agreed that this Other First Lien Secured Party Consent shall constitute a “Security Document” as defined in the Base Indenture.

The Agent, by acknowledging and agreeing to this Other First Lien Secured Party Consent, accepts the appointment set forth in clause (iii) above.

THIS OTHER FIRST LIEN SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Other First Lien Secured Party Consent to be duly executed by its authorized officer as of the date and year first set forth above.

U.S. BANK NATIONAL ASSOCIATION,
AS AUTHORIZED REPRESENTATIVE
By:	/s/ RAYMOND S. HAVERSTOCK
	Name:	Raymond S. Haverstock
	Title:	Vice President
ACKNOWLEDGED AND AGREED:
BANK OF AMERICA, N.A., AS COLLATERAL AGENT
By:	/s/ DANIEL KELLY
	Name:	Daniel Kelly
	Title:	Managing Director
CAESARS ENTERTAINMENT CORPORATION
By:	/s/ ERIC HESSION
	Name:	Eric Hession
	Title:	Senior Vice President and Treasurer

[Other First Lien Secured Party Consent – Guaranty and Pledge Agreement]