Exhibit 10.1

TRANSACTION AGREEMENT

by and among

CAESARS ENTERTAINMENT CORPORATION,

HIE HOLDINGS, INC.,

HARRAH’S BC, INC.,

PHW LAS VEGAS, LLC,

PHW MANAGER, LLC,

CAESARS BALTIMORE ACQUISITION COMPANY, LLC,

CAESARS BALTIMORE MANAGEMENT COMPANY, LLC,

CAESARS ACQUISITION COMPANY and

CAESARS GROWTH PARTNERS, LLC

Dated as of October 21, 2013

TABLE OF CONTENTS

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This TRANSACTION AGREEMENT , dated as of October 21, 2013 (this “ Agreement ”), is entered into by and among Caesars Entertainment Corporation, a Delaware corporation (“ CEC ”), HIE Holdings, Inc., a Delaware corporation (“ HIE Holdings ”), Harrah’s BC, Inc., a Delaware corporation (“ BondCo ”), PHW Las Vegas, LLC, a Nevada limited liability company (“ PHW Las Vegas ”), PHW Manager, LLC, a Nevada limited liability company (“ PHW Manager ”), Caesars Baltimore Acquisition Company, LLC, a Delaware limited liability company (“ CBAC ”), Caesars Baltimore Management Company, LLC, a Delaware limited liability company (“ Baltimore Manager ”, together with CEC, HIE Holdings, BondCo, PHW Las Vegas, PHW Manager and CBAC, the “ Caesars Parties ”), Caesars Acquisition Company, a Delaware corporation (“ CAC ”) and Caesars Growth Partners, LLC, a Delaware limited liability company (“ Growth Partners ”).

WHEREAS , CEC desires to form Growth Partners, a new growth-oriented entity to be owned by certain of CEC’s Subsidiaries and participating CEC stockholders, with such CEC stockholders owning their interests in Growth Partners indirectly through CAC, a newly-formed corporation anticipated to be listed on the NASDAQ Capital Market;

WHEREAS , CEC will obtain and distribute non-transferable subscription rights at no charge (the “ Subscription Rights ”) on a pro rata basis to each holder of CEC’s common stock as of the Record Date that include (i) a basic subscription right and an over-subscription privilege to purchase for cash voting Class A common stock, par value $0.001 per share, of CAC (the “ CAC Class A Common Stock ”) and (ii) the other rights and obligations set forth in the Prospectus (the “ Rights Offering ”);

WHEREAS , each Sponsor has committed to purchase CAC Class A Common Stock in an aggregate amount up to $250,000,000 either prior or pursuant to the Rights Offering (the “ Sponsor Commitment ”), in either case on the same terms as are available to Persons other than the Sponsors in the Rights Offering;

WHEREAS , the cash proceeds from the Rights Offering (and, if applicable, from the earlier consummation of the Sponsor Commitment) will be received by CAC and, subject to CAC’s obligation in Section 2.2(d) to reimburse CEC for certain withholding taxes paid by CEC in connection with the Rights Offering, used to acquire all of the Class A Voting Units in Growth Partners;

WHEREAS , subject to the conditions set forth herein, HIE Holdings will contribute approximately 119,047 shares of common stock of Caesars Interactive Entertainment, Inc., a Delaware corporation (“ CIE ”), par value $0.001 per share, constituting all of the shares of common stock of CIE held by it (the “ CIE Shares ”), with an ascribed value of $525,000,000 (the “ Initial CIE Valuation ”), to Growth Partners (or its designated direct or indirect Subsidiary) in exchange for Class B Non-Voting Units in Growth Partners (the “ CIE Contribution ”);

WHEREAS , subject to the conditions set forth herein, BondCo will contribute the senior notes previously issued by Caesars Entertainment Operating Company, Inc., a Delaware corporation (“ CEOC ”), and set forth on Annex A attached hereto (collectively, the “ CEOC Notes ”, together with the CIE Shares, the “ Contributed Assets ”), with an ascribed value of $750,000,000 calculated using the CEOC Notes Initial Valuation Methodology (the “ Initial

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CEOC Notes Valuation ”), to Growth Partners (or its designated direct or indirect Subsidiary) in exchange for Class B Non-Voting Units in Growth Partners, subject to adjustment on and after the Closing Date (the “ CEOC Notes Contribution ”, together with the CIE Contribution, the “ Contribution Transaction ”);

WHEREAS , the agreed aggregate value of the Contributed Assets is $1,275,000,000, subject to certain valuation and other potential adjustments as described below;

WHEREAS , the Contribution Transaction will include the following Closing and post-Closing value-related adjustments: (i) the Initial CEOC Notes Valuation will be recalculated at Closing based on the CEOC Notes Closing Valuation Methodology, and the ownership percentages of CAC, HIE Holdings and BondCo in Growth Partners will be recalculated accordingly, (ii) the aggregate fair market value, if any, of the Subscription Rights will be restored to CEC (through its ownership in BondCo) in the form of CEOC Notes with an aggregate value equal to the Rights FMV, (iii) the amount of withholding taxes (including backup withholding taxes) paid by CEC in connection with the Rights Offering, to the extent not otherwise reimbursed by CAC with cash received from affected CEC stockholders participating in the Rights Offering, will be reimbursed to CEC (through BondCo) by Growth Partners, in the form of CEOC Notes valued using the CEOC Notes Reimbursement Valuation Methodology and (iv) the Initial CIE Valuation may be increased by up to $225,000,000 if earnings from CIE’s social and mobile games business exceed a specified amount in 2015, in which case HIE Holdings will receive additional Class B Non-Voting Units in Growth Partners, in each case as set forth in this Agreement;

WHEREAS , prior to the Closing, PHW Las Vegas will contribute and assign to PHWLV, LLC, a Nevada limited liability company and wholly-owned Subsidiary of PHW Las Vegas (“ PHWLV ”), and PHWLV will accept and assume from PHW Las Vegas, all of its assets and liabilities pursuant to one or more bills of sale and assignment and assumption agreements as reasonably agreed to between CAC and CEC;

WHEREAS , prior to the Closing, the existing outstanding debt of PHW Las Vegas (in the approximate amount of $513,200,000), will be assumed by PHWLV, subject to lender consent;

WHEREAS , subject to the conditions set forth herein, including receipt of the Gaming Licenses required therefor, Growth Partners will use up to $360,000,000 of proceeds from its issuance of Class A Voting Units (subject to adjustment on the Closing Date) to purchase for cash the following assets from Subsidiaries of CEC (the “ Purchased Assets ”, together with the Contributed Assets, the “ Transferred Assets ”): (i) from PHW Las Vegas, the PHWLV Equity, (ii) from PHW Manager, the PH Fee Stream, (iii) from CBAC, the CBIC Equity and (iv) from Baltimore Manager, the Baltimore Fee Stream (the “ Purchase Transaction ”, together with the Contribution Transaction, the “ Transactions ”);

WHEREAS , upon consummation of the Transactions, CAC and Growth Partners will (i) enter into a management services agreement substantially in the form attached hereto as Exhibit A (the “ Management Services Agreement ”) pursuant to which CEOC shall provide certain corporate services and back office support and business advisory services to CAC, Growth Partners and its Subsidiaries and (ii) work together with CEC to develop future projects as further described in the Growth Partners Operating Agreement;

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WHEREAS , as further detailed in the Growth Partners Operating Agreement and the Registration Rights Agreement, following the fifth (5th) anniversary of the Closing, HIE Holdings and BondCo may exchange their Class B Non-Voting Units in Growth Partners for non-voting CAC Class B Common Stock with equivalent terms, and will receive registration rights pursuant to the Registration Rights Agreement in respect of such non-voting CAC Class B Common Stock;

WHEREAS , as further described in the CAC Charter and Growth Partners Operating Agreement, after the third (3rd) anniversary of the Closing, CEC and/or its Subsidiaries will have the right to acquire the Class A Voting Units in Growth Partners, or at the election of CAC, the CAC Class A Common Stock that corresponds to such Class A Voting Units in Growth Partners (the “ Call Right ”);

WHEREAS , as further described in the Growth Partners Operating Agreement, following the fifth (5th) anniversary of the Closing and until the eight-year six-month anniversary of the Closing, the Managing Member will have the right to cause a Liquidation of Growth Partners (with the consent of the board of directors of CAC) (the “ Liquidation Right ”); and

WHEREAS , if the Liquidation Right is not exercised before the eight-year six-month anniversary of the Closing, Growth Partners will be required to liquidate on the date thereof pursuant to the terms set forth in the Growth Partners Operating Agreement.

NOW, THEREFORE , in consideration of the foregoing promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINED TERMS; INTERPRETATION

Section 1.1 Certain Definitions . As used in this Agreement, the following terms have the following meanings:

“ 2015 CIE Adjusted EBITDA ” means, with respect to the fiscal year ended December 31, 2015, the Adjusted EBITDA reflected on the audited consolidated financial statements for CAC for the CIE “Social and Mobile Games” and “Buffalo Studios” businesses (in existence as of April 23, 2013 and expressly excluding the earnings of any subsequent acquisitions) to include only those businesses incorporated in, and to be calculated on a basis consistent with, the calculation in CIE management’s presentation of the 2013 pro-forma budget for Playtika and Buffalo Studios to the CEC Board of Directors on February 21, 2013, which showed expected 2013 Adjusted EBITDA for Playtika and Buffalo Studios as set forth on Schedule 1.1(a) .

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“ Actions ” means any action, claim, demand, arbitration, charge, complaint, indictment, litigation, suit or other civil, criminal, administrative or investigative proceedings.

“ Affiliate ” means, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person.

“ Agreed Earn-Out Adjustments ” has the meaning set forth in Section 5.3(c) .

“ Agreement ” has the meaning set forth in the preamble.

“ Ancillary Agreements ” means this Agreement, including all Annexes, Schedules and Exhibits attached hereto, the Management Services Agreement, the Registration Rights Agreement, the Voting Agreement, the Settlement Agreement and all other documents, agreements and instruments executed and delivered in connection herewith and therewith, in each case, as amended, modified or supplemented from time to time.

“ Baltimore Fee Stream ” means an amount equal to fifty percent (50%) of (a) the ongoing Baltimore Management Fees receivable by Baltimore Manager under the Baltimore Management Agreement in connection with the management of the Baltimore JV and (b) any termination fee payable to the Baltimore Manager upon the termination of the Baltimore Management Agreement.

“ Baltimore JV ” means CBAC Borrower, LLC, a Delaware limited liability company and a joint venture which has been conditionally awarded a license to operate a casino in the City of Baltimore by the State of Maryland.

“ Baltimore Management Agreement ” means that certain Management Agreement, dated as of October 23, 2012, by and between Baltimore JV and Baltimore Manager, as may be amended from time to time.

“ Baltimore Management Fees ” means any “Management Fees” as defined in the Baltimore Management Agreement and any termination fees payable to the Baltimore Manager pursuant to the Baltimore Management Agreement upon the termination of the Baltimore Management Agreement.

“ Baltimore Manager ” has the meaning set forth in the preamble.

“ Bifurcated Closing ” has the meaning set forth in Section 3.1(a) .

“ BondCo ” has the meaning set forth in the preamble.

“ BondCo Percentage Interest ” means (a) 100 multiplied by the quotient of (i) the Closing CEOC Notes Valuation divided by (ii) the Closing CEOC Notes Valuation plus the Initial CIE Valuation plus the Contributed Proceeds plus (b) three percent (3%).

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“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York, New York or Las Vegas, Nevada are required or authorized by Law to be closed.

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

“ CAC Charter ” means the amended and restated certificate of incorporation of CAC to be effective on the date of the closing of the Rights Offering, and in substantially the form attached hereto as Exhibit B .

“ CAC Class A Common Stock ” has the meaning set forth in the recitals.

“ CAC Class B Common Stock ” means non-voting Class B common stock, par value $0.001 per share, of CAC.

“ CAC Fees and Expenses ” means the third-party fees and expenses incurred by CAC in connection with the Transaction. For the avoidance of doubt, “CAC Fees and Expenses” shall not include any withholding taxes paid by CEC and reimbursed by CAC pursuant to Section 2.2(d) .

“ CAC Percentage Interest ” means (a) 100 multiplied by the quotient of (i) the Contributed Proceeds divided by (ii) the Closing CEOC Notes Valuation plus the Initial CIE Valuation plus the Contributed Proceeds minus (b) five percent (5%).

“ Caesars Disclosure Schedule ” has the meaning set forth in Article VII .

“ Caesars Indemnified Persons ” has the meaning set forth in Section 12.3 .

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

“ Call Right ” has the meaning set forth in the recitals.

“ CBAC ” has the meaning set forth in the preamble.

“ CBIC Equity ” means one hundred percent (100%) of the limited liability interests of Caesars Baltimore Investment Company, LLC, a Delaware limited liability company, which owns an indirect interest in the Baltimore JV.

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

“ CEC Common Stock ” means the common stock (other than shares of restricted stock or options issued pursuant to CEC equity plans), $0.01 par value per share, of CEC.

“ CEC Stockholder ” means each holder of CEC Common Stock as of the Record Date.

“ CEOC ” has the meaning set forth in the recitals.

“ CEOC Notes ” has the meaning set forth in the recitals.

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“ CEOC Notes Closing Valuation Methodology ” means the ninety (90) trading day average closing price (as published by Advantage Data under “ADI pricing”) for each tranche of the CEOC Notes for the period ended one (1) Business Day prior to the Closing Date, net of transaction costs and trading commissions (including a discount equivalent to an underwriting fee of 2%) and a 200 bps yield discount.

“ CEOC Notes Contribution ” has the meaning set forth in the recitals.

“ CEOC Notes Initial Valuation Methodology ” means the 90 trading day average closing price (as published by Advantage Data under “ADI pricing”) for each tranche of the CEOC Notes for the period ended April 3, 2013, net of transaction costs and trading commissions (including a discount equivalent to an underwriting fee of 2%) and a 200 bps yield discount.

“ CEOC Notes Reimbursement Valuation Methodology ” means the 90 trading day average closing price (as published by Advantage Data under “ADI pricing”) for each tranche of the CEOC Notes for the period ended on the date preceding the day of reimbursement as provided for in Section 2.2(d) , net of transaction costs and trading commissions (including a discount equivalent to an underwriting fee of 2%) and a 200 bps yield discount.

“ CEOC Notes Restoration Amount ” has the meaning set forth in Section 5.4 .

“ Chosen Court ” has the meaning set forth in Section 13.5(b) .

“ CIE ” has the meaning set forth in the recitals.

“ CIE Contribution ” has the meaning set forth in the recitals.

“ CIE Make-Whole ” means the positive number, if any, of Class B Non-Voting Units equal to (i) the number of Class B Non-Voting Units that would have been issuable to HIE Holdings on the Closing Date if the value of CIE (or any of its component parts) as of the Closing was increased by the difference between the applicable Third Party Sale Price and the applicable CIE Valuation Price minus (ii) the number of Class B Non-Voting Units actually issued to HIE Holdings on the Closing Date.

“ CIE Shares ” has the meaning set forth in the recitals.

“ CIE Valuation Price ” means $525,000,000 as it relates to a sale of all of the CIE Shares; and shall mean, in the case of a sale of a Material Component, the price that such Material Component constituted in the valuation used to determine the $525,000,000 valuation of the CIE Shares contributed to Growth Partners as mutually agreed upon by the Valuation Committee of CEC and Growth Partners in good faith; and if the parties cannot agree, then as determined pursuant to the dispute resolution procedures set forth in Section 5.5 .

“ Class A Voting Units ” means the class A voting membership interests in Growth Partners, with the corresponding rights and obligations set forth in the Growth Partners Operating Agreement.

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“ Class B Non-Voting Units ” means the class B non-voting membership interests in Growth Partners, with the corresponding rights and obligations set forth in the Growth Partners Operating Agreement.

“ Class B Unit Closing Value ” means a quotient, the numerator of which is equal to the Closing CEOC Notes Valuation plus the Initial CIE Valuation, and the denominator of which is equal to the aggregate number of Class B Non-Voting Units issued on the Closing Date to HIE Holdings and BondCo pursuant to Sections 3.3(b) and 3.3(d) , respectively or Section 5.4.

“ Closing ” has the meaning set forth in Section 6.1 .

“ Closing CEOC Notes Valuation ” means the Initial CEOC Notes Valuation, as adjusted using the CEOC Notes Closing Valuation Methodology.

“ Closing Date ” has the meaning set forth in Section 6.1 .

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Consents ” means any consents, waivers, approvals, requirements, allowances, novations, authorizations, declarations, filings, registrations and notifications.

“ Contract ” means any agreement, contract, indenture, note, bond, lease, sublease, conditional sales contract, mortgage, license, sublicense, franchise agreement, undertaking, commitment or other binding arrangement (in each case, whether written or oral).

“ Contributed Assets ” has the meaning set forth in the recitals.

“ Contributed Proceeds ” has the meaning set forth in Section 3.2(a) .

“ Contribution Transaction ” has the meaning set forth in the recitals.

“ control ” shall mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise (and the terms “controlled by” and “under common control with” shall have correlative meanings).

“ CVPR Sale ” has the meaning set forth in Section 9.8 .

“ Damages ” means any loss, liability, prosecution, claim, demand, damage, fine, Tax, cost or expense (including reasonable costs of investigation and defense and legal and other professional expenses, interest, penalties and amounts paid in settlement), but excluding any consequential, punitive, special, incidental, indirect or multiple-based damages (other than any such damages that are paid to a third party in connection with a Third Party Claim).

“ Deferred Asset ” has the meaning set forth in Section 6.2(a) .

“ Deferred Closing ” has the meaning set forth in Section 6.2(a) .

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“ Deferred Closing Date ” has the meaning set forth in Section 6.2(a) .

“ Deferred Closing Outside Date ” has the meaning set forth in Section 6.2(c) .

“ Direct Claim ” has the meaning set forth in Section 12.4(a).

“ Earn-Out Objection ” has the meaning set forth in Section 5.3(b) .

“ Earn-Out Payment ” means an amount equal to 3.5x the amount by which the 2015 CIE Adjusted EBITDA exceeds $103,397,000; provided that in no event shall the Earn-Out Payment exceed $225,000,000 (for the avoidance of doubt, it being understood that the Earn-Out Payment shall be payable in Class B Non-Voting Units valued at the Class B Unit Closing Value).

“ Earn-Out Statement ” has the meaning set forth in Section 5.3(a) .

“ EBITDA ” means earnings before interest income/expense, income taxes, depreciation and amortization.

“ Escrow Account ” has the meaning set forth in Section 5.1(b) .

“ Evercore Opinions ” means the opinions referenced in the engagement letter, dated April 17, 2013, by and between Evercore Group L.L.C. and CEC (which, for the avoidance of doubt, does not include the Restoration Opinion).

“ Financial Statements ” has the meaning set forth in Section 7.9 .

“ Gaming ” or “ Gaming Activities ” shall mean the conduct of gaming and gambling activities, race books and sports pools, or the use of gaming devices, equipment and supplies in the operation of a casino, simulcasting facility, card club or other enterprise, including slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, cashless wagering systems, mobile gaming systems, social online gaming, interactive gaming, online real money gaming, poker tournaments, inter-casino linked systems and related and associated equipment, supplies and systems.

“ Gaming Authorities ” shall mean all international, national, foreign, domestic, federal, state, provincial, regional, local, tribal, municipal and other regulatory and licensing bodies, instrumentalities, departments, commissions, authorities, boards, officials, tribunals and agencies with authority over or responsibility for the regulation of Gaming within any Gaming Jurisdiction.

“ Gaming Jurisdictions ” shall mean all jurisdictions, domestic and foreign, and their political subdivisions, in which Gaming Activities are or may be lawfully conducted, including all Gaming Jurisdictions in which the Caesars Parties or any of their Affiliates currently conducts or may in the future conduct Gaming Activities.

“ Gaming Laws ” means all laws, statutes and ordinances pursuant to which any Gaming Authority possesses regulatory, permit and licensing authority over the conduct of

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Gaming Activities, or the ownership or control of an interest in an entity which conducts Gaming Activities, in any Gaming Jurisdiction, all Orders, rules and regulations promulgated thereunder, all written and unwritten policies of the Gaming Authorities and all written and unwritten interpretations by the Gaming Authorities of such laws, statutes, ordinances, Orders, rules, regulations and policies.

“ Gaming Licenses ” shall mean all licenses, permits, approvals, Orders, authorizations, registrations, findings of suitability, determinations of qualification, franchises, exemptions, waivers, concessions and entitlements issued by any Gaming Authority or under any Gaming Laws which are necessary to permit the consummation of the Transactions.

“ Governing Documents ” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “ Governing Documents ” of a corporation are its certificate or articles of incorporation and by-laws, the “ Governing Documents ” of a limited partnership are its limited partnership agreement and certificate of limited partnership and the “ Governing Documents ” of a limited liability company are its operating agreement and certificate of formation or articles of organization.

“ Governmental Entities ” means, in any jurisdiction, any (a) federal, state, local, foreign or international government, (b) court, arbitral or other tribunal, (c) governmental or quasi-governmental authority of any nature (including any political subdivision, instrumentality, branch, department, official or entity) or (d) agency, commission, authority or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

“ Growth Indemnified Persons ” has the meaning set forth in Section 12.2 .

“ Growth Partners ” has the meaning set forth in the preamble.

“ Growth Partners Operating Agreement ” means the amended and restated limited liability company agreement of Growth Partners, dated as of the Closing Date, and in substantially the form attached hereto as Exhibit C .

“ HIE Holdings ” has the meaning set forth in the preamble.

“ Holdback Amount ” has the meaning set forth in Section 5.1(b) .

“ Indemnified Person ” means a Person whom the Caesars Parties, on the one hand, or CAC and Growth Partners, on the other hand, are required to indemnify under Article XII , as applicable.

“ Indemnifying Person ” means, in relation to an Indemnified Person, the Party to this Agreement that is required to indemnify such Indemnified Person under Article XII .

“ Initial CAC Percentage Interest ” means (a) 100 multiplied by the quotient of (i) the Initial Proceeds divided by (ii) the Closing CEOC Notes Valuation plus the Initial CIE Valuation plus the Initial Proceeds minus (b) five percent (5%).

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“ Initial CEOC Notes Valuation ” has the meaning set forth in the recitals.

“ Initial CIE Valuation ” has the meaning set forth in the recitals.

“ Initial Earn-Out Amount ” has the meaning set forth in Section 5.3(a) .

“ Initial HIE Percentage Interest ” means (a) 100 multiplied by the quotient of (i) the Initial CIE Valuation divided by (ii) the Initial CIE Valuation plus the Closing CEOC Notes Valuation plus the Contributed Proceeds plus (b) two percent (2%).

“ Initial Proceeds ” has the meaning set forth in Section 3.2(a) .

“ Law ” means all laws, principles of common law, statutes, constitutions, treaties, rules, regulations, ordinances, codes, rulings, orders, decisions, subpoenas, verdicts and licenses of all Governmental Entities.

“ Lien ” means any mortgage, pledge, security interest, encumbrance, lien or charge.

“ Liquidation ” means the sale or winding up of Growth Partners, or other monetization of all of its assets and the distribution of the proceeds remaining after satisfaction of all liabilities of Growth Partners to the holders of Growth Partners’ units.

“ Liquidation Right ” has the meaning set forth in the recitals.

“ Management Services Agreement ” has the meaning set forth in the recitals.

“ Managing Member ” has the meaning set forth in the Growth Partners Operating Agreement.

“ Material Component ” means one or more operating business units of CIE, excluding any assets that do not constitute an operating business unit of CIE.

“ Offering Fees and Expenses ” means the amount designated as “Total” in Item 13 of Part II of the Registration Statement, unless otherwise agreed by CAC and CEC.

“ Operating Fees ” means any “Operating Fees” as defined in the PH Management Agreement.

“ Order ” means any outstanding order, decision, judgment, writ, injunction, stipulation, award or decree.

“ Outside Date ” has the meaning set forth in Section 11.1(b)(iii) .

“ Party ” means any party hereto, and “ Parties ” means all parties hereto.

“ Permit ” means all Consents, licenses, permits, certificates, authorizations, registrations, waivers, variances, exemptions, franchises and other approvals issued, granted, given, required or otherwise made available by any Governmental Entity.

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“ Permitted Lien ” means, with respect to any Person, Liens (a) for Taxes, assessments and other governmental charges, if such Taxes, assessments or charges are not yet due and payable; (b) for inchoate workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business in respect of obligations which are not overdue; (c) for minor title defects, recorded easements, and zoning, entitlement or other land use or environmental regulation, which minor title defects, recorded easements and regulations do not, individually or in the aggregate, impair the continued use, occupancy, value or marketability of title of the property to which they relate or the business, assuming that the property is used on substantially the same basis as such property is currently being used by the respective Caesars Party or its Subsidiaries; or (d) that are set forth in Schedule 1.1(a) .

“ Person ” means an individual, firm, corporation (including any non-profit corporation), partnership (general or limited), limited liability company, joint venture, association, trust, Governmental Entity or other entity or organization.

“ PH Fee Stream ” means an amount equal to fifty percent (50%) of the ongoing Operating Fees receivable by PHW Manager under the PH Management Agreement in connection with the management of Planet Hollywood.

“ PH Management Agreement ” means that certain Hotel and Casino Management Agreement, dated as of February 19, 2010, by and between PHW Las Vegas and PHW Manager, as may be amended from time to time, to be assigned by PHW Las Vegas to PHWLV prior to the Closing.

“ PHWLV ” has the meaning set forth in the recitals.

“ PHWLV Equity ” means one hundred percent (100%) of the member’s interests of PHWLV.

“ PHW Las Vegas ” has the meaning set forth in the preamble.

“ PHW Manager ” has the meaning set forth in the preamble.

“ Planet Hollywood ” means the resort, casino and entertainment complex known as the Planet Hollywood Resort and Casino, located in Las Vegas, Nevada.

“ Prospectus ” means the prospectus, which forms a part of the Registration Statement, to be sent to each CEC Stockholder in connection with the Transactions, as such Prospectus may be amended or supplemented from time to time.

“ Proxy ” means the irrevocable proxy made and granted by the Sponsors and the co-investment entities party thereto vesting voting and dispositive control over the CAC Class A Common Stock held by such Parties in favor of Hamlet Holdings LLC, a Delaware limited liability company.

“ Purchase Price ” has the meaning set forth in Section 5.1(a) .

“ Purchase Transaction ” has the meaning set forth in the recitals.

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“ Purchased Assets ” has the meaning set forth in the recitals.

“ Record Date ” means the close of business on the date to be determined by the CEC board of directors as the record date for determining the shares of CEC common stock in respect of which Subscription Rights will be distributed pursuant to the Rights Offering.

“ Registration Rights Agreement ” means that certain registration rights agreement, dated as of the Closing Date, and in substantially the form attached hereto as Exhibit D .

“ Registration Statement ” means the registration statement on Form S-1 filed by CAC with the Commission to effect the registration of the Subscription Rights and CAC Class A Common Stock pursuant to the Securities Act in connection with the Transactions, as such registration statement may be amended or supplemented from time to time.

“ Representatives ” means, with respect to any Person, such Person’s Affiliates, directors, officers, employees, agents, consultants, advisors and other representatives, including legal counsel, accountants and financial advisors.

“ Restoration Opinion ” means the opinions referenced in the engagement letter to be entered into by and between Valuation Research Corporation and CEC.

“ Rights Distribution Date ” has the meaning set forth in Section 2.2(c) .

“ Rights FMV ” means the aggregate fair market value of the Subscription Rights as set forth in the Restoration Opinion.

“ Rights Offering ” has the meaning set forth in the recitals.

“ Rights Offering Closing ” has the meaning set forth in Section 6.1 .

“ Rights Offering Closing Date ” has the meaning set forth in Section 6.1 .

“ Rights Offering Proceeds ” has the meaning set forth in Section 3.2(a) .

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Seller ” means any of PHW Las Vegas, PHW Manager, CBAC and Baltimore Manager, and “ Sellers ” shall mean all of the foregoing entities.

“ Settlement Agent ” has the meaning set forth in Section 5.1(c) .

“ Settlement Agreement ” has the meaning set forth in Section 5.1(c) .

“ Sponsor ” means either (i) collectively, Apollo Hamlet Holdings, LLC, a Delaware limited liability company, and Apollo Hamlet Holdings B, LLC, a Delaware limited liability company, or (ii) collectively, TPG Hamlet Holdings, LLC, a Delaware limited liability company, and TPG Hamlet Holdings B, LLC, a Delaware limited liability company, and “ Sponsors ” shall mean all of the foregoing entities.

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“ Sponsor Commitment ” has the meaning set forth in the recitals.

“ Subscription Price ” means the subscription price per share of CAC Class A Common Stock set forth in the Registration Statement and the Prospectus.

“ Subscription Rights ” has the meaning set forth in the recitals.

“ Subsequent CAC Percentage Interest ” means the CAC Percentage Interest minus the Initial CAC Percentage Interest.

“ Subsidiary ” means, with respect to any Person, any corporation, entity or other organization whether incorporated or unincorporated, of which (a) such first Person, directly or indirectly, owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (b) such first Person is a general partner or managing member.

“ Tax ” or “ Taxes ” means (a) all taxes, charges, fees, levies, imposts, duties and other similar assessments, including any income, alternative minimum or add-on tax, estimated, gross income, gross receipts, sales, use, transfer, transactions, intangibles, ad valorem, value-added, escheat, franchise, registration, title, license, capital, paid-up capital, profits, withholding, employee withholding, payroll, worker’s compensation, unemployment insurance, social security, employment, excise, severance, stamp, transfer occupation, premium, recording, real property, personal property, federal highway use, commercial rent, environmental (including taxes under section 59A of the Code) or windfall profit tax, custom, duty or other tax, fee or other like assessment or charge, together with any interest, penalties, fines or additions to tax that may become payable in respect thereof imposed by any country, any state, county, provincial or local Governmental Entity or subdivision or agency thereof, (b) any liability for the payment of any amounts of the type described in clause (a) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any taxable period, and (c) any liability for the payment of any amounts of the type described in clause (a) or (b) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to assume such Taxes or to indemnify any other Person.

“ Third Party Claim ” has the meaning set forth in Section 12.4(a) .

“ Third Party Sale Price ” means the proceeds actually received by or on behalf of Growth Partners (or a subsidiary thereof) from a third party purchaser of CIE’s business or a Material Component thereof in respect of such sale. The fair market value of any non-cash proceeds shall be determined between CEC and CAC, with any disputed amount to be subject to the dispute resolution procedures set forth in Section 5.5 .

“ Transactions ” has the meaning set forth in the recitals.

“ Transferred Assets ” has the meaning set forth in the recitals.

“ Valuation Firm ” has the meaning set forth in Section 5.5 .

“ Valuation Firm Decision ” has the meaning set forth in Section 5.5 .

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“ Voting Agreement ” means the omnibus voting agreement dated as of the Closing Date, between Hamlet Holdings LLC, the Sponsors, the co-investment entities party thereto, CEC and CAC, in substantially the form attached hereto as Exhibit E .

“ VRC Opinions ” means, collectively, the opinions referenced in the (i) engagement letter by and between Valuation Research Corporation and CEC (and the Valuation Committee of the Board of Directors of CEC) and (ii) engagement letter by and between Valuation Research Corporation and CEC (and the Board of Directors of CEC).

“ Withholding Stockholder ” has the meaning set forth in Section 2.2(d)(i) .

Section 1.2 Rules of Construction . For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, Annex, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Annexes, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) the Parties have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties thereto and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or the Ancillary Agreements; (j) a reference to any Person includes such Person’s successors and permitted assigns; (k) any reference to “days” means calendar days unless Business Days are expressly specified; and (l) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end at the close of business on the next succeeding Business Day.

ARTICLE II

RIGHTS OFFERING

Section 2.1 Effectiveness of the Registration Statement . CAC shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the Commission on or prior to the date hereof, including by responding in a timely manner to all comments of the Commission relating to the Registration Statement. The Caesars Parties shall provide commercially reasonable cooperation to CAC in connection with such efforts, including by providing access to management of CEC and CEOC and its and their Subsidiaries and such information about the Caesars Parties or the Transferred Assets as is reasonably necessary for CAC to adequately respond to any comments from the Commission or to prepare any ancillary materials.

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Section 2.2 Distribution of the Subscription Rights and Prospectus ; Withholding .

(a) To the extent not previously distributed prior to or on the date hereof, CAC shall, promptly following its receipt of a written request for the same from CEC, contribute to Growth Partners, and Growth Partners shall receive and accept from CAC, the Subscription Rights.

(b) To the extent not previously distributed prior to or on the date hereof, Growth Partners shall, upon its receipt of the Subscription Rights from CAC and in accordance with the limited liability company agreement of Growth Partners in effect immediately prior to the Closing Date, distribute to CEC (through one or more of CEC’s wholly-owned Subsidiaries), and CEC shall receive and accept from Growth Partners (through one or more of CEC’s wholly-owned Subsidiaries), the Subscription Rights.

(c) To the extent not previously distributed prior to or on the date hereof, following its receipt of the Subscription Rights from Growth Partners, but subject to (i) effectiveness of required Gaming Licenses and (ii) the fiduciary duties of the board of directors of CEC, in each case in respect of the declaration and payment of a dividend in the form of the Subscription Rights, CEC shall (x) declare and distribute the Subscription Rights to CEC Stockholders as of the Record Date in the manner described in the Registration Statement (such distribution date, the “ Rights Distribution Date ”) and (y) as soon as available, make the Prospectus available to the CEC Stockholders to which the Subscription Rights were distributed.

(d) Withholding .

(i) For any CEC Stockholder for which CEC is the withholding agent (a “ Withholding Stockholder ”), CEC shall remit out of CEC’s own funds any withholding tax (including backup withholding tax) that CEC is required to remit pursuant to the Code or any provision of state, local or foreign Tax law with respect to the Rights Offering to the Internal Revenue Service or other applicable Governmental Entity. CEC and the Sponsors shall use their commercially reasonable efforts to minimize the amount of any such withholding obligations.

(ii) If a Withholding Stockholder exercises any Subscription Rights, the cash exercise price from such Withholding Stockholder shall first be used by CAC to reimburse CEC for any withholding tax (including backup withholding tax) that CEC paid on behalf of such Withholding Stockholder. Such reimbursement payment shall be made by CAC to CEC promptly after the receipt of such cash from such Withholding Stockholder, and shall be paid to an account or accounts designated by CEC.

(iii) CAC shall apply the net amount of exercise proceeds remaining after deduction of such reimbursement payment towards the purchase of CAC Class A Common Stock. For the avoidance of doubt, pursuant to the Registration Statement and the Prospectus, each Withholding Stockholder that desires to purchase an amount of CAC Class A

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Common Stock equal to its respective pro rata interest in CEC (without reduction due to the use of a portion of the applicable exercise price to reimburse CEC for the withholding obligation as aforesaid) shall have the right to pay to CAC, in addition to the applicable exercise price for the Subscription Rights being exercised, an amount equal to the withholding tax (including backup withholding tax) paid by CEC on behalf of such Withholding Stockholder.

(iv) To the extent CEC is not reimbursed in cash pursuant to this Section 2.2(d) for any withholding tax (including backup withholding tax) CEC paid on behalf of Withholding Stockholders, (i) Growth Partners shall promptly reimburse CEC for such unreimbursed amount by causing the transfer to BondCo of an amount of CEOC Notes, valued using the CEOC Notes Reimbursement Valuation Methodology, equal to the aggregate unreimbursed amount and (ii) CAC’s Capital Account and Class A Unit Net Capital (both as defined in the Growth Partners Operating Agreement) shall be reduced by a corresponding amount pursuant to the terms of the Growth Partners Operating Agreement.

(e) The closing of the sale and purchase of CAC Class A Common Stock pursuant to the Rights Offering shall take place in the manner, and subject to the terms and conditions, described in “The Rights Offering” section of the Registration Statement and/or the Prospectus.

ARTICLE III

CONTRIBUTIONS

Section 3.1 Election of Bifurcated Closing .

(a) Generally . Notwithstanding anything herein to the contrary, at the election of the Sponsors, the Sponsors may elect to waive the exercise period, exercise their basic Subscription Rights in full prior to the expiration of the Rights Offering and consummate such portion of the Sponsor Commitment prior to the closing of the Rights Offering, such that the contribution to Growth Partners of the Contributed Assets, and the purchase by and sale to Growth Partners of the Purchased Assets, each as further described below, may be effected prior to the closing of the Rights Offering. Such elective two-stage closing is referred to herein as a “ Bifurcated Closing .” In the event of a Bifurcated Closing, the distribution of the Subscription Rights shall occur on the date of the initial Sponsor closing, with the result that the Rights Distribution Date and the Closing Date shall be the same. For the avoidance of doubt, a Bifurcated Closing is elective, and neither Sponsor shall be required to proceed with a Bifurcated Closing absent the express agreement of each Sponsor.

(b) Consummation of the Sponsor Commitment . In the event of a Bifurcated Closing, upon the exercise of their basic Subscription Rights and payment of the subscription price on the Closing Date, each Sponsor shall receive a number of shares of CAC Class A Common Stock equal to (i) the aggregate amount paid by such Sponsor divided by (ii) the Subscription Price. Upon the closing of the Rights Offering and subject to availability, each Sponsor shall, if necessary, exercise their oversubscription privilege to purchase an additional amount of Shares equal to not less than the number of Shares obtained by dividing (i) the remainder of $250,000,000 less the amount previously paid to purchase Shares by such Sponsor

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on the Closing Date by (ii) the Subscription Price, such that subscription rights of at least $500,000,000 in total are exercised in the rights offering. The Sponsors will also be eligible to exercise their over-subscription privileges, if any, pursuant to the terms of the Registration Statement and the Prospectus.

(c) Closing Date . For the avoidance of doubt, the consummation of the initial closing of a Bifurcated Closing may take place on the date hereof.

Section 3.2 Contributions By CAC .

(a) Bifurcated Closing .

(i) Initial Proceeds . In the event of a Bifurcated Closing, on the Closing Date, following the receipt by CAC of the aggregate proceeds from the Sponsors (the “ Initial Proceeds ”):

(1) CAC shall contribute, transfer, convey, assign and deliver to Growth Partners, and Growth Partners shall receive and accept from CAC, the Initial Proceeds, which shall be made by one or more wire transfers in immediately available funds to an account or accounts previously identified by Growth Partners; and

(2) Growth Partners shall issue to CAC, and CAC shall receive and accept from Growth Partners, free and clear of any Liens (other than those under any Ancillary Agreements), a total number of Class A Voting Units representing an aggregate economic interest in Growth Partners equal to the Initial CAC Percentage Interest, in consideration for the contribution by CAC to Growth Partners of the Initial Proceeds as set forth above.

(ii) Subsequent Proceeds . In the event of a Bifurcated Closing, on the Rights Offering Closing Date, following the receipt by CAC of the total proceeds from the Rights Offering (including any additional proceeds from the Sponsors as set forth in Section 3.1(b) ), subject to Section 2.2(d) (such amount, the “ Rights Offering Proceeds ;” the Initial Proceeds and the Rights Offering Proceeds collectively, the “ Contributed Proceeds ”):

(1) CAC shall contribute, transfer, convey, assign and deliver to Growth Partners, and Growth Partners shall receive and accept from CAC, the Rights Offering Proceeds, which shall be made by one or more wire transfers in immediately available funds to an account or accounts previously identified by Growth Partners; and

(2) Growth Partners shall issue to CAC, and CAC shall receive and accept from Growth Partners, free and clear of any Liens (other than those under any Ancillary Agreements), a total number of Class A Voting Units representing an aggregate economic interest in Growth Partners equal to the Subsequent CAC Percentage Interest, in consideration for the contribution by CAC to Growth Partners of the Rights Offering Proceeds as set forth above. For the avoidance of doubt, the sum of the Initial CAC Percentage Interest and the Subsequent CAC Percentage Interest shall equal the CAC Percentage Interest.

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(b) Non-Bifurcated Closing . In the event a Bifurcated Closing is not elected, on the Closing Date, following the receipt by CAC of the Rights Offering Proceeds (for the avoidance of doubt, including in such scenario proceeds from the Sponsor Commitment):

(i) CAC shall contribute, transfer, convey, assign and deliver to Growth Partners, and Growth Partners shall receive and accept from CAC, the Rights Offering Proceeds, subject to Section 2.2(d) , which shall be made by one or more wire transfers in immediately available funds to an account or accounts previously identified by Growth Partners; and

(ii) Growth Partners shall issue to CAC, and CAC shall receive and accept from Growth Partners, free and clear of any Liens (other than those under any Ancillary Agreements), a total number of Class A Voting Units representing an aggregate economic interest in Growth Partners equal to the CAC Percentage Interest, in consideration for the contribution by CAC to Growth Partners of the Rights Offering Proceeds as set forth above.

Section 3.3 Contributions By Certain Caesars Parties . On the Closing Date, substantially simultaneously with the transactions set forth in Section 3.2 above:

(a) HIE Holdings shall contribute, transfer, convey, assign and deliver to Growth Partners or its designated direct or indirect Subsidiary, and Growth Partners or its designated direct or indirect Subsidiary shall receive and accept from HIE Holdings, all of HIE Holdings’ right, title and interest in and to the CIE Shares;

(b) Growth Partners shall issue to HIE Holdings, and HIE Holdings shall receive and accept from Growth Partners, free and clear of any Liens (other than those under any Ancillary Agreements), a total number of Class B Non-Voting Units representing an aggregate economic interest in Growth Partners equal to the Initial HIE Percentage Interest, in consideration for the contribution by HIE Holdings to Growth Partners or its designated direct or indirect Subsidiary of the CIE Shares as set forth above. For the avoidance of doubt, the Initial HIE Percentage Interest is subject to potential increase following the Closing in accordance with Sections 5.2 and 5.3 ;

(c) BondCo shall contribute, transfer, convey, assign and deliver to Growth Partners or its designated direct or indirect Subsidiary, and Growth Partners or its designated direct or indirect Subsidiary shall receive and accept from BondCo, all of BondCo’s right, title and interest in and to the CEOC Notes; provided that, for administrative convenience, BondCo shall withhold an amount of the CEOC Notes otherwise subject to contribution at Closing in accordance with Section 5.4 (if any); and

(d) Growth Partners shall issue to BondCo, and BondCo shall receive and accept from Growth Partners, free and clear of any Liens (other than those under any Ancillary Agreements), a total number of Class B Non-Voting Units representing an aggregate economic interest in Growth Partners equal to the BondCo Percentage Interest, in consideration for the contribution by BondCo to Growth Partners or its designated direct or indirect Subsidiary of the CEOC Notes as set forth above.

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Section 3.4 Admittance and Joinder . On the Closing Date, Growth Partners shall admit (to the extent not already a member) each of CAC, CEC (if applicable), HIE Holdings and BondCo as a member thereof, and shall effect the appropriate recordation in the Growth Partners Operating Agreement and any other applicable books and records of Growth Partners to evidence the issuance to each of CAC, CEC (if applicable), HIE Holdings and BondCo of the respective Class A Voting Units or Class B Non-Voting Units, as applicable, as set forth above. Each of CAC, CEC (if applicable), HIE Holdings and BondCo shall join and agree to be bound by and subject to the applicable terms and conditions of the Growth Partners Operating Agreement.

ARTICLE IV

SALE AND PURCHASE OF ASSETS

Section 4.1 PHWLV Equity . Upon the terms and subject to the conditions of this Agreement, including the receipt of all Gaming Licenses, on the Closing Date, PHW Las Vegas shall sell, transfer, convey, assign and deliver to Growth Partners or its designated direct or indirect Subsidiary, and Growth Partners or its designated direct or indirect Subsidiary shall purchase and acquire from PHW Las Vegas, all of PHW Las Vegas’s right, title and interest in and to the PHWLV Equity, in partial consideration for the payment by Growth Partners of the Purchase Price as set forth below.

Section 4.2 PH Fee Stream .

(a) Upon the terms and subject to the conditions of this Agreement, including the receipt of all Gaming Licenses, on the Closing Date, PHW Manager shall sell, transfer, convey, assign and deliver to Growth Partners, and Growth Partners shall purchase and acquire from PHW Manager, all of PHW Manager’s right, title and interest in and to the PH Fee Stream, and Growth Partners’ designated direct Subsidiary shall accept such transfer pursuant to a duly executed agreement delivered in accordance with Section 10.3(f)(vi) , in partial consideration for the payment by Growth Partners of the Purchase Price as set forth below.

(b) Growth Partners irrevocably covenants and agrees that neither Growth Partners nor any of its Subsidiaries or Affiliates shall attempt to recover or shall recover from PHW Manager any amounts of the PH Fee Stream unless such amounts have actually been earned and received by PHW Manager.

Section 4.3 CBIC Equity . Upon the terms and subject to the conditions of this Agreement, including the receipt of all Gaming Licenses, on the Closing Date, CBAC shall sell, transfer, convey, assign and deliver to Growth Partners or its designated direct or indirect Subsidiary, and Growth Partners or its designated direct or indirect Subsidiary shall purchase and acquire from CBAC, all of CBAC’s right, title and interest in and to the CBIC Equity, in partial consideration for the payment by Growth Partners of the Purchase Price as set forth below.

Section 4.4 Baltimore Fee Stream .

(a) Upon the terms and subject to the conditions of this Agreement, including the receipt of all Gaming Licenses, on the Closing Date, Baltimore Manager shall sell,

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transfer, convey, assign and deliver to Growth Partners, and Growth Partners shall purchase and acquire from Baltimore Manager, all of Baltimore Manager’s right, title and interest in and to the Baltimore Fee Stream, and Growth Partners’ designated direct Subsidiary shall accept such transfer pursuant to a duly executed agreement delivered in accordance with Section 10.3(f)(vi) , in partial consideration for the payment by Growth Partners of the Purchase Price as set forth below.

(b) Growth Partners irrevocably covenants and agrees that neither Growth Partners nor any of its Subsidiaries or Affiliates shall attempt to recover or shall recover from Baltimore Manager any amounts of the Baltimore Fee Stream unless such amounts have actually been earned and received by Baltimore Manager.

ARTICLE V

PURCHASE PRICE; ADJUSTMENTS; RESTORATION

Section 5.1 Purchase Price; Holdback; Settlement Agent .

(a) Purchase Price . In consideration for the Purchased Assets, at the Closing, Growth Partners shall pay or cause to be paid to the Settlement Agent, on behalf of and in its capacity as agent for the Sellers, by wire transfer of immediately available funds, an aggregate amount equal to $360,000,000 (the “ Purchase Price ”). The Settlement Agent shall, in its capacity as agent for Sellers, allocate the Purchase Price as set forth on Annex B and pay the Purchase Price to CEOC, by direction of the Sellers.

(b) Cash Consideration Holdback . Notwithstanding the foregoing, at the Closing, only in the event that a Deferred Closing is required, a portion of the cash consideration shall be withheld from the Purchase Price (the “ Holdback Amount ”), in respect of the Deferred Assets, and shall be deposited into an escrow account (the “ Escrow Account ”) with the Settlement Agent (as defined below) in the amount allocable to such Deferred Assets as set forth on Annex B . The Escrow Account shall be held and disbursed by the Settlement Agent in accordance with the terms of this Agreement (including Section 6.2 ) and the Settlement Agreement. The respective Seller shall be treated as the owner of the funds deposited in the Escrow Account for all Tax purposes.

(c) Settlement Agent . Prior to the Closing Date, Growth Partners, CEOC and the Sellers shall enter into a settlement and escrow agreement (the “ Settlement Agreement ”) with a bank, trust company or other financial institution as may be designated by CEC and reasonably acceptable to Growth Partners (the “ Settlement Agent ”), which shall appoint the Settlement Agent as the agent to receive and/or hold, in separate accounts, (i) the Purchase Price, for the benefit of the Sellers and to be paid to CEOC at the Closing by direction of the Sellers and (ii) the Holdback Amount, if any, in accordance with the terms of this Agreement and the Settlement Agreement.

Section 5.2 CIE Deal Protection . If, prior to the date that is nine (9) months following the Closing Date, Growth Partners or any subsidiary thereof agrees to sell, or sells, all of the CIE Shares or all or a Material Component of the business of CIE (whether through the

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sale of equity interests or assets, merger, consolidation or otherwise) to any Person other than CEC or its Affiliates, then, substantially concurrent with the closing of such sale, Growth Partners shall issue to HIE Holdings a number of Class B Non-Voting Units equal to the CIE Make-Whole (by properly reflecting it in Growth Partners’ books and records in accordance with the Growth Partners Operating Agreement). Growth Partners shall notify CEC not less than three (3) Business Days (i) following entry into an agreement to effect any such sale (and shall provide CEC copies of all agreements) and (ii) prior to the anticipated closing thereof.

Section 5.3 Earn-Out Payment .

(a) No later than March 15, 2016, Growth Partners shall deliver to HIE Holdings a reasonably detailed statement (the “ Earn-Out Statement ”) that sets forth Growth Partners’ good faith calculation of the Earn-Out Payment, if any (the “ Initial Earn-Out Amount ”).

(b) The Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following the date on which the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “ Earn-Out Objection ”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after the acceptance or deemed acceptance of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes.

(c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “ Agreed Earn-Out Adjustments ”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes.

(d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt

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of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 below.

(e) Subsequent to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the Earn-Out Payment that would otherwise be payable hereunder.

Section 5.4 Restoration of Fair Market Value of the Subscription Rights . It is the express intention of the Parties that the aggregate fair market value of the Subscription Rights be restored to CEC by CAC. Accordingly, for administrative convenience, BondCo shall withhold from its contribution to Growth Partners (or its designated direct or indirect Subsidiary), and shall not contribute, an amount of CEOC Notes (otherwise subject to contribution as set forth in Section 3.2 ) with an aggregate value (determined in accordance with the CEOC Notes Closing Valuation Methodology) equal to the Rights FMV (the “ CEOC Notes Restoration Amount ”). For the avoidance of doubt, and in accordance with the Growth Partners Operating Agreement, such CEOC Notes withheld by BondCo pursuant to the previous sentence shall nonetheless be treated as having been contributed by BondCo to Growth Partners (or its designated direct or indirect Subsidiary) and the number of Class B Non-Voting Units held by CEC or its Subsidiaries and/or the Class A Voting Units held by CAC shall not be reduced by such withholding by BondCo, but CAC’s Capital Account and Class A Unit Net Capital (both as defined in the Growth Partners Operating Agreement) shall be reduced by an amount equal to the CEOC Notes Restoration Amount pursuant to the terms of the Growth Partners Operating Agreement.

Section 5.5 Dispute Resolution . In the event of a dispute with respect to the CIE Make-Whole and/or the Earn-Out Statement, if the involved Parties are unable to come to mutual agreement, CAC shall promptly nominate three (3) New York, New York offices of nationally recognized firms of independent certified public accountants from which CEC shall then promptly select the designated firm (such selected firm, the “ Valuation Firm ”). The Valuation Firm shall be directed to render its determination within thirty (30) days of the dispute being submitted to it. Judgment may be entered upon the determination of the Valuation Firm (such determination, if any, the “ Valuation Firm Decision ”) in a Chosen Court or any other court having jurisdiction over the Party against which the Valuation Firm Decision is to be enforced. No later than five (5) Business Days after the final determination of the Valuation Firm Decision, Growth Partners shall cause to be reflected on Growth Partners’ books and records such adjustment, if any, as is necessary to appropriately account for the Valuation Firm Decision. Growth Partners shall be responsible for the costs and expenses of the Valuation Firm.

Section 5.6 Withholding . Growth Partners shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Growth Partners is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that such amounts are so withheld and paid over to the proper Governmental Entity by Growth Partners, such withheld and deducted amounts will be treated for all purposes of this Agreement as having

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been paid to the respective Seller or other Person in respect of which such deduction and withholding was made by Growth Partners. Growth Partners shall deliver to such Seller or other Person, upon request, a receipt evidencing the payment of any such withheld and deducted amounts to the appropriate Governmental Entity.

ARTICLE VI

CLOSING; DEFERRED CLOSING

Section 6.1 Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York, 10019, or such other place as the Parties may mutually agree, on the third (3rd) Business Day (or on such other date as is agreed to among the Parties, which may include the date hereof) following the satisfaction or waiver of the conditions set forth in Article X (other than any conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions) (the “ Closing Date ”). Notwithstanding the foregoing, in the event of a Bifurcated Closing, (x) “ Closing ” shall mean the distribution of the Subscription Rights pursuant to Section 2.2 , consummation of all or a part of the Sponsor Commitment, the contribution of the Contributed Assets pursuant to Section 3.3 and the purchase and sale of the Purchased Assets pursuant to Article IV , (y) “ Closing Date ” shall mean the date on which the foregoing transactions are consummated and (z) “ Rights Offering Closing ” and “ Rights Offering Closing Date ” shall mean the consummation of the Rights Offering and the date on which the consummation of the Rights Offering occurs.

Section 6.2 Deferred Closings .

(a) If, as of the Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “ Deferred Closing ”) with respect to such Purchased Asset (each, a “ Deferred Asset ”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “ Deferred Closing Date ”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to such Deferred Asset.

(b) Until the Deferred Closing Outside Date (as defined below), the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the

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economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Growth Partners upon the applicable Deferred Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Asset to any Person except for sales of inventory or product in the ordinary course of business.

(c) At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “ Deferred Closing Outside Date ”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided , however , that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement.

(d) At each Deferred Closing, if any, (i) CAC and Growth Partners shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2 to the extent related to the Deferred Asset and not previously delivered to the relevant Seller at the Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3 , to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing occurring more than thirty (30) days after the Closing Date, the relevant Seller shall deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing).

(e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX .

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(f) For the avoidance of doubt, a Deferred Closing may apply to a Bifurcated Closing.

(g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall treat each Deferred Asset as having been transferred to Growth Partners on the Closing Date.

ARTICLE VII

REPRESENTATIONS OF THE CAESARS PARTIES

Except as set forth in the disclosure schedule delivered to CAC and Growth Partners prior to the execution of this Agreement (the “ Caesars Disclosure Schedule ”) (provided that disclosure in any section of the Caesars Disclosure Schedule shall apply to any other section to the extent that the relevance of such disclosure to such other section is readily apparent on its face), each of the Caesars Parties, jointly and severally, represents and warrants to CAC and Growth Partners as of the date hereof and as of the Closing Date (if different) as follows:

Section 7.1 Organization and Qualification; Subsidiaries .

(a) Each Caesars Party is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, and has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each Caesars Party is duly licensed or qualified to do business and is in good standing in each jurisdiction where the conduct of its business requires such licensure or qualification, except where the failure to be so licensed or qualified or in good standing or to have such power or authority has not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Assets taken as a whole. CEC has made available to Growth Partners prior to the date hereof, as applicable, complete and accurate copies of the Governing Documents of each Transferred Asset comprised of equity and, to the extent in existence, the stock or interest record book, the minute book and other corporate or similar organizational records of each such Transferred Asset.

(b) At the Closing, PHWLV will be duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and will have all requisite corporate or limited liability power and authority to own, lease and operate its respective properties and to carry on its businesses as presently conducted. At the Closing, PHWLV will be duly licensed or qualified to do business and will be in good standing in each jurisdiction where the conduct of its business requires such licensure or qualification, except where the failure to be so licensed or qualified or in good standing or to have such power or authority has not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Assets taken as a whole. PHWLV shall have engaged in no business other than holding the assets and liabilities owned by PHW Las

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Vegas immediately prior to the contribution and assignment referred to in Section 10.3(c) , and shall at the Closing have good and marketable title to such assets and liabilities, free and clear of any Liens, other than Permitted Liens.

Section 7.2 Power and Authority . Each Caesars Party has all requisite power and authority, and has taken all action necessary, to execute, deliver and perform this Agreement and the other Ancillary Agreements to which such Caesars Party is or will be a party, and to consummate the transactions contemplated by this Agreement and the other Ancillary Agreements to which such Caesars Party is or will be a party.

Section 7.3 Due Execution and Enforceability . This Agreement and each other Ancillary Agreement to which each Caesars Party is or will be a party has been duly and validly executed and delivered by such Caesars Party and, assuming the due authorization, execution and delivery of this Agreement and each respective Ancillary Agreement by CAC and Growth Partners, respectively, constitutes the legal, valid and binding obligation of each such Caesars Party, enforceable against each of them in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or at Law).

Section 7.4 Ownership; Title; Capitalization .

(a) Each Caesars Party (other than CEC) has good and marketable title to its respective Transferred Asset, free and clear of any Liens, other than Permitted Liens. At the Closing, each Caesars Party (other than CEC) will transfer to Growth Partners good and marketable title to its respective Transferred Assets, free and clear of any Liens, other than Permitted Liens.

(b) Section 7.4(b) of the Caesars Disclosure Schedule sets forth the entire respective authorized and issued and outstanding equity interests of each of CIE, PHWLV and CBIC. All of such issued and outstanding equity interests of each of CIE, PHWLV and CBIC have been duly authorized and validly issued and, with respect to CIE, are fully paid and non-assessable. No equity interests of CIE, PHWLV or CIBC have been issued in violation of any applicable federal, state or foreign securities Laws or any preemptive or similar rights. There are no options, warrants, conversion privileges, subscription or purchase rights or other rights presently outstanding to purchase or otherwise acquire any equity interests in CIE, PHWLV or CBIC or any right to participate in the profits or other proceeds of CIE, PHWLV or CBIC, and there are no commitments, contracts, agreements, arrangements or understandings by any Caesars Party to issue any equity interests of CIE, PHWLV or CBIC. There are no outstanding or authorized stock-appreciation, phantom stock or similar rights with respect to CIE, PHWLV or CBIC. There are no voting trusts, proxies or any other agreements or understandings with respect to the voting of the equity interests in CIE, PHWLV or CBIC. There are no Contracts between HIE Holdings, PHW Las Vegas and CBAC, respectively, and any other Person with respect to the acquisition, disposition or voting of, or any other matters pertaining to, any of the equity interests of CIE, PHWLV or CIBC, respectively.

(c) Each Caesars Party and their respective Subsidiaries own good title to, or hold pursuant to valid and enforceable leases, all of the assets shown to be owned by them on the Financial Statements (except for such property sold or disposed of subsequent to the date thereof in the ordinary course of business).

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Section 7.5 Consents and Approvals; No Violations . No material Consent from any Governmental Entity, including any Gaming Authority, is required to be made or obtained by any of the Caesars Parties in connection with the execution, delivery and performance by the Caesars Parties of their respective obligations under this Agreement and the other Ancillary Agreements to which such Caesars Party is or will be a party, or the consummation by the Caesars Parties of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Agreement and the Ancillary Agreements by the Caesars Parties nor the performance by the Caesars Parties of their obligations nor the consummation of the transactions contemplated hereby or thereby will (a) violate, result in a breach of, or constitute a default under their respective Governing Documents or the Governing Documents of their respective Subsidiaries, (b) violate, result in a breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material Contract or (c) violate or infringe any Law (including Gaming Laws) or Order applicable to any Caesars Party or any of the Transferred Assets, except in the case of clause (b) for violations, breaches, defaults, Liens or other rights that have not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Assets taken as a whole, or on the ability of any Caesars Party to perform its obligations under this Agreement and each Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby.

Section 7.6 Gaming Licenses . There have been no proceedings to rescind or suspend the Gaming Licenses applicable to the business of any Caesars Party that owns a Transferred Asset or PHWLV since January 1, 2011, and to the actual knowledge of any senior executive officer of any of the Caesars Parties, no Gaming Authority is investigating or has concluded that any Caesars Party that owns a Transferred Asset or PHWLV has breached any relevant Gaming Law or any applicable conduct restriction.

Section 7.7 Compliance with Law; Gaming Licenses; No Default . None of the Caesars Parties or PHWLV is or since January 1, 2011 has been in default with respect to or in violation of any Laws or Orders (including Gaming Laws) applicable to a Transferred Asset, in each case in any material respect. The Caesars Parties and PHWLV have all material Permits applicable to a Transferred Asset (including all Permits, findings of suitability, exemptions and waivers under Gaming Laws) required to own, lease and operate their properties, and conduct their businesses as currently conducted (or, in the case of PHWLV, as contemplated to be conducted). Since January 1, 2011, there has occurred no violation of, suspension, reconsideration, imposition of material penalties or fines, imposition of adverse conditions or requirements or default (with or without notice or lapse of time or both) under any such Permit applicable to a Transferred Asset other than expirations of Permits in the ordinary course of business that would not be, individually or in the aggregate, material to the business. The Caesars Parties and PHWLV are in compliance with the terms of all Permits applicable to a Transferred Asset in all material respects.

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Section 7.8 Brokers . No agent, broker, investment banker, financial advisor or other firm or Person is or shall be entitled, as a result of any action, agreement or commitment of the Caesars Parties to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby.

Section 7.9 Financial Statements . CEC has furnished CAC and Growth Partners with true, correct and complete copies of the financial statements set forth on Section 7.9 of the Caesars Disclosure Schedule (the “ Financial Statements ”). Such Financial Statements have been based upon the information concerning the Transferred Assets contained in the books and records of the Caesars Parties and their respective Subsidiaries, and present fairly in all material respects the financial condition and results of operations of the relevant Caesars Parties and their respective Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, absence of footnotes and other presentation items).

Section 7.10 Indebtedness; CBAC Funding .

(a) As of the date hereof, PHW Las Vegas has no indebtedness for borrowed money. At the Closing, PHWLV will have no indebtedness for borrowed money.

(b) Prior to April 23, 2013, CBAC has indirectly invested an aggregate amount of not less than $18,000,000 in the Baltimore JV.

Section 7.11 Litigation . There are no material grievances, actions, suits or proceedings, at law or in equity, by any Person nor any arbitrations, or administrative or other proceedings by or before any Governmental Authority pending, or, to the knowledge of the Caesars Parties, threatened against or adversely affecting any of the Transferred Assets. None of the Transferred Assets, nor any of the Caesars Parties in respect of the Transferred Assets is subject to any outstanding material Order entered in any lawsuit or proceeding.

Section 7.12 Accuracy . The sections of the Registration Statement and the Prospectus that describe the Transferred Assets contain no untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements contained therein not misleading.

Section 7.13 Taxes .

(a) All income and other material Tax returns required to be filed by or with respect to CIE and PHWLV have been timely filed in accordance with applicable Law, and all such Tax returns are true, correct and complete in all material respects. Neither CIE nor PHWLV is currently the beneficiary of any extension of time within which to file any income or other material Tax return. CIE and PHWLV have timely paid all material Taxes required to be paid by them in accordance with applicable Law.

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(b) There are no Tax audits, assessments, disputes or other proceedings currently pending or, to the knowledge of the Caesars Parties, threatened in writing against CIE or PHWLV. No claim has been made or threatened in writing in a jurisdiction where CIE or PHWLV does not file Tax returns that CIE or PHWLV is or may be subject to taxation in that jurisdiction.

(c) There are no Liens for Taxes on the assets of CIE or PHWLV other than statutory Liens for current Taxes not yet due and payable.

(d) Neither CIE nor PHWLV is party to any Contract relating to the sharing, allocation or indemnification of Taxes other than a Contract entered into in the ordinary course of business that does not relate primarily to Taxes, and neither CIE nor PHWLV has any liability for Taxes of any Person as a transferee or successor, by any such Contract or by applicable Law.

(e) None of the Transferred Assets and none of the assets of CIE and PHWLV (i) are property required to be treated as owned by another person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (ii) constitute “tax-exempt use property” within the meaning of Section 168(h) of the Code, (iii) are “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code, (iv) secure any debt the interest of which is tax-exempt under Section 103(a) of the Code or (v) are subject to a “section 467 rental agreement” within the meanings of Section 467 of the Code.

(f) Neither CIE nor PHWLV will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) deferred intercompany transaction or excess loss account under Section 1502 of the Code and the regulations promulgated thereunder (or any corresponding or similar provision of state, local or non-U.S. Law), (iii) installment sale made or open transaction entered into on or prior to the Closing Date, (iv) prepaid amount received on or prior to the Closing Date or (v) election made pursuant to Section 108(i) of the Code.

(g) Neither CIE nor PHWLV has entered into any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1) or any analogous provision of state, local or non-U.S. Law. CIE has not been party within the last two (2) years to any transaction intended to qualify under Section 355 of the Code or so much of Section 356 of the Code as relates to Section 355 of the Code.

(h) PHWLV is, and since its inception has always been, properly classified as a disregarded entity for U.S. federal and relevant state income tax purposes.

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ARTICLE VIII

REPRESENTATIONS OF CAC AND GROWTH PARTNERS

Each of CAC and Growth Partners, jointly and severally, represents and warrants to the Caesars Parties as of the date hereof and as of the Closing Date (if different) as follows:

Section 8.1 Organization and Qualification; Subsidiaries . Each of CAC and Growth Partners is duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of CAC and Growth Partners is duly licensed or qualified to do business and is in good standing in each jurisdiction where the conduct of its business requires such licensure or qualification. Growth Partners is a wholly-owned Subsidiary of CAC.

Section 8.2 Power and Authority . Each of CAC and Growth Partners has all requisite corporate or limited liability company power and authority, and has taken all action necessary, to execute, deliver and perform its obligations under this Agreement and the other Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated by this Agreement and the other Ancillary Agreements to which such Caesars Party is or will be a party.

Section 8.3 Due Execution and Enforceability . This Agreement and each other Ancillary Agreement to which each of CAC and Growth Partners is or will be a party has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and each respective Ancillary Agreement by the Caesars Parties, respectively, constitutes the legal, valid and binding obligation of each of CAC and Growth Partners, enforceable against each of them in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or at Law).

Section 8.4 Consent and Approvals; No Violations . No material Consent from any Governmental Entity, including any Gaming Authority, is required to be made or obtained by CAC or Growth Partners in connection with the execution, delivery and performance by it of its obligations under this Agreement and the other Ancillary Agreements to which it is or will be a party, or the consummation by it of the transactions contemplated hereby and thereby, except applicable Gaming Licenses. Neither the execution and delivery of this Agreement and the Ancillary Agreements by CAC or Growth Partners nor the performance by such Party of its obligations nor the consummation of the transactions contemplated hereby or thereby will (a) violate, result in a breach of, or constitute a default under their respective Governing Documents, (b) violate, result in a breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material Contract to which either CAC or Growth Partners is a party, except in

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the case of clause (b) for violations, breaches, defaults, Liens or other rights that have not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of CAC and Growth Partners to perform their respective obligations under this Agreement and each Ancillary Agreement to which they are a party or to consummate the transactions contemplated hereby or thereby, or (c) violate or infringe any Law or Order applicable to CAC or Growth Partners.

Section 8.5 Independent Investigation; No Other Representations or Warranties . Each of CAC and Growth Partners agrees that neither the Caesars Parties nor any of their Affiliates or advisors has made and shall not be deemed to have made, nor has CAC or Growth Partners nor any of their Affiliates relied on, any representation or warranty, express or implied, with respect to the Caesars Parties, their Subsidiaries, their business or the transactions contemplated by this Agreement, other than those representations and warranties explicitly set forth in Article VII of this Agreement. Each of CAC and Growth Partners further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Caesars Parties, their Subsidiaries and their businesses and (b) has been given adequate access to such information about the Caesars Parties, their Subsidiaries and their businesses as CAC and Growth Partners have reasonably requested.

Section 8.6 Compliance with Law . Neither CAC nor Growth Partners is or since its respective formation has been in default with respect to or in violation of any Laws or Orders (including Gaming Laws) applicable to it.

Section 8.7 Provision for Call and Liquidation Rights . From and after the Closing Date, the CAC Charter, the Growth Partners Operating Agreement and/or any other Governing Documents of either of CAC and Growth Partners will contain provisions sufficient to provide for the full exercise (together with the Voting Agreement) of each of the Call Right and the Liquidation Right for the full duration of each thereof, in each case as described in the Prospectus.

Section 8.8 Brokers . No agent, broker, investment banker, financial advisor or other firm or Person is or shall be entitled, as a result of any action, agreement or commitment of CAC or Growth Partners to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby.

ARTICLE IX

ADDITIONAL AGREEMENTS

Section 9.1 Gaming Licenses . CEC, CAC and their respective Subsidiaries, as necessary, have previously prepared and caused to be filed all required initial applications and documents in connection with obtaining and maintaining the Gaming Licenses (including where appropriate indications of further information to come by supplementary filing) required in connection with the Transactions. CAC and Growth Partners, on the one hand, and the Caesars Parties, on the other hand, agree to comply with the terms and conditions of all such Gaming Licenses (including the maintenance of any existing Gaming Licenses) and to promptly and in

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good faith respond to, and to cause their respective officers, managers, directors, members, stockholders and Affiliates to promptly and in good faith respond to, all requests for information by any Gaming Authority in connection with such applications and otherwise cooperate in good faith with each other and such Gaming Authorities. Each Party will notify the other promptly of receipt of material comments or material requests from any Gaming Authority that relate to Gaming Licenses. CAC and Growth Partners, on the one hand, and the Caesars Parties, on the other hand, agree to promptly advise each other upon receiving any communication from any Gaming Authority that causes such Party to believe that there is a reasonable likelihood that any Gaming Licenses required from such Gaming Authority will not be obtained or that the receipt of any such approval will be materially delayed. For the avoidance of doubt, notwithstanding the foregoing, in no event shall any Caesars Party in its reasonable judgment be required to take any action, or to refrain from taking any action, that would be reasonably likely to interfere with or be adverse or damaging to CEC’s ongoing relationship with any Gaming Authority.

Section 9.2 Conduct of Business . Except to the extent required by this Agreement or any Ancillary Agreement, during the period from the date of this Agreement to the Closing or the date on which this Agreement is terminated pursuant to Section 11.1 , each of the Caesars Parties shall, and will cause each of its Subsidiaries to, conduct their respective businesses with respect to the Transferred Assets and the properties and businesses underlying such Transferred Assets in the ordinary course consistent with past practice and in compliance with Law, in each case in all material respects.

Section 9.3 Access to Information .

(a) During the period from the date of this Agreement to the earlier of the Closing or the date on which this Agreement is terminated pursuant to Section 11.1 , upon reasonable notice and subject to applicable Laws relating to the exchange of information, each Party shall, and shall cause each of its Subsidiaries to, afford to the other Parties and their Representatives reasonable access during normal business hours to all of its and its Subsidiaries’ properties, books and records, Contracts and authorized Representatives with respect to the Transferred Assets and the properties and businesses underlying the Transferred Assets. Each Party shall, and shall cause its Subsidiaries and their respective Representatives to, use reasonable efforts to prevent such access and inspection from materially interfering with the business operations of the other Parties.

(b) During the period from the Closing Date to the fourth (4 ^th ) anniversary of a Liquidation Event (each as defined in the Growth Partners Operating Agreement) or for such longer period as may be required by applicable Law, the Caesars Parties shall retain all original accounting books and records relating to the Transferred Assets and the businesses underlying the Transferred Assets for the period prior to the Closing Date. CAC, Growth Partners and their Representatives shall have the reasonable right to inspect and to make copies (at their own expense) of them at any time upon reasonable request during normal business hours and upon reasonable notice for any proper purpose and without undue interference to the business operations of the Caesars Parties. Caesars Parties shall provide reasonable cooperation in connection with any such inspection and, if requested by CAC, the relevant Caesars Party shall provide access to such employees with knowledge of the books and records to assist in such investigations.

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Section 9.4 Further Assurances . In addition to the actions specifically provided for elsewhere in this Agreement, at any time and from time to time after the execution of this Agreement and/or following the Closing, (a) at Growth Partners’ reasonable request, the Caesars Parties shall do, execute, acknowledge and deliver, or will cause its Subsidiaries or Affiliates to do, execute, acknowledge and deliver, all and every such further acts and assurances as Growth Partners reasonably may require to convey, transfer and vest in Growth Partners (or its designated direct or indirect Subsidiary) the Transferred Assets and to confirm Growth Partners’ (or its designated direct or indirect Subsidiary’s) title to all the Transferred Assets and (b) the Parties shall do, execute, acknowledge and deliver, or will cause its Subsidiaries or Affiliates to do, execute, acknowledge and deliver, all and every such further acts and assurances as reasonably required to carry out the provisions hereof and the Transactions, including all necessary steps to effect the Call Right and/or the Liquidation Right.

Section 9.5 Provision for Call and Liquidation Rights . From and after the Closing Date, each of CAC and Growth Partners shall maintain in their respective Governing Documents provisions sufficient to provide for the full exercise (together with the Voting Agreement) of each of the Call Right and the Liquidation Right for the full duration of each thereof, in each case as described in the Prospectus. For the avoidance of doubt, any shares of common stock of CEC received by the Sponsors in connection with the Call Right will be covered by resale registration rights as provided in that certain CEC Stockholders Agreement, dated as of January 28, 2008 (as it may be amended from time to time in accordance with its terms).

Section 9.6 Public Announcements . No Party to this Agreement nor any Affiliate or Representative of such Party shall issue or cause the publication of any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or stock exchange rules (upon the advice of counsel) in which case the Party required to publish such press release or public announcement shall use reasonable efforts to provide the other Party a reasonable opportunity to comment on such press release or public announcement in advance of such publication. The foregoing shall not restrict communications between CEC and its investors in the ordinary course of business consistent with past practice.

Section 9.7 Payment of Expenses . At or promptly following the Closing, Growth Partners shall pay, or cause to be paid, to (i) CEC, the Offering Fees and Expenses and (ii) CAC, the CAC Fees and Expenses, in each case, by wire transfer of immediately available funds to an account or accounts previously designated by such recipient. For U.S. federal income tax purposes, the parties agree that such payments shall be treated as “guaranteed payments” within the meaning of Section 707(c) of the Code made by Growth Partners to CEC and CAC.

Section 9.8 CVPR Sale . The members of the Baltimore JV have an agreement in principle to sell approximately eighteen percent (18%) of the equity interest in the Baltimore JV to CVPR Gaming Holdings, LLC, an existing member of the Baltimore JV (the “ CVPR Sale ”). The CVPR Sale is subject to regulatory approval. At or promptly following the closing of the CVPR Sale, Growth Partners shall pay, or cause to be paid, to CEC, without offset, any

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and all proceeds received in connection with the CVPR Sale. The Parties agree that none of the benefits and burdens of ownership of the equity interest in the Baltimore JV that is to be transferred pursuant to the CVPR Sale shall transfer to Growth Partners pursuant to this Agreement, and therefore, the Parties agree to treat CEC as the owner of such equity interest for U.S. federal, state and local income tax purposes.

ARTICLE X

CONDITIONS TO CLOSING

Section 10.1 Conditions to Obligations of Each Party to Close . The respective obligations of each Party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions:

(a) No Injunctions, Illegality or Litigation . No Law or Order issued by any Governmental Entity (including any Gaming Authority) shall have been adopted, promulgated or issued that would prohibit, restrain, enjoin or render unlawful the consummation of the transactions contemplated by this Agreement.

(b) Gaming Licenses . Any and all Gaming Licenses shall have been obtained, which Gaming Licenses shall have been granted without the imposition of limitations, restrictions or conditions materially adverse to CEC, CAC or Growth Partners, and such Gaming Licenses shall be in full force and effect.

(c) Opinions . Each of the Evercore Opinions and the VRC Opinions shall have been delivered by the respective provider thereof.

(d) Rights Distribution Date and Effectiveness of the Registration Statement . Solely in the event of a Bifurcated Closing, the distribution of the Subscription Rights, effectiveness of the Registration Statement and the Closing shall occur on the same date.

Section 10.2 Conditions to the Obligations of the Caesars Parties . The respective obligations of the Caesars Parties to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions:

(a) Representations and Warranties . (i) The representations and warranties of CAC and Growth Partners set forth in Section 8.1 (Organization and Qualification; Subsidiaries), Section 8.2 (Power and Authority), Section 8.3 (Due Execution and Enforceability) and Section 8.8 (Brokers) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, and (ii) each of the other representations and warranties of CAC and Growth Partners contained in this Agreement shall be true and correct as of the Closing Date as if made on and as of the Closing Date except (x) in each case of each of clauses (i) and (ii), representations and warranties that are made as of a specific date shall be tested only on and as of such date, and (y) in the case of clause (ii) only, where the failure of such representations and warranties to be so true and correct (without giving regard to any “material”, or “material adverse effect” or any

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other materiality qualifications set forth therein) does not have, and would not reasonably be expected to have individually or in the aggregate, a material adverse effect on the ability of CAC and Growth Partners to perform their respective obligations under this Agreement and each Ancillary Agreement to which they are a party or to consummate the transactions contemplated hereby or thereby.

(b) Covenants and Agreements . The covenants and agreements of each of CAC and Growth Partners to be performed or complied with on or before the Closing Date in accordance with this Agreement shall have been performed and complied with in all material respects.

(c) Voting Agreement and Proxy . Each of the Voting Agreement and Proxy shall have been executed by all parties thereto and be in full force and effect.

(d) Closing Deliverables . At the Closing, CAC and Growth Partners shall deliver, or cause to be delivered, to the Caesars Parties:

(i) a certificate, dated as of the Closing Date and signed on behalf of CAC and Growth Partners by an executive officer of each of CAC and Growth Partners (or executive officer of its managing member), stating that the conditions specified in Section 10.2(a) and Section 10.2(b) have been satisfied;

(ii) the Registration Rights Agreement;

(iii) the Ancillary Agreements intended to be executed at or in connection with the Closing, duly executed by the parties thereto (other than the Caesars Parties);

(iv) (1) to HIE Holdings, confirmations of book-entry transfer with respect to the Class B Non-Voting Units issued pursuant to Section 3.3(d) and (2) to BondCo, confirmations of book-entry transfer with respect to the Class B Non-Voting Units issued pursuant to Section 3.3(d) ;

(v) payment to the Settlement Agent, on behalf of and in its capacity as agent for each Seller, by wire transfer, to an account or accounts designated by the Settlement Agent prior to the Closing Date, in immediately available funds, of an aggregate amount equal to (i) the Purchase Price less the Holdback Amount, if any, and (2) the Holdback Amount, if any; and

(vi) to CEC, payment of the Offering Fees and Expenses.

(e) Contributed Proceeds . The Contributed Proceeds shall not be less than $500,000,000; and

(f) Restoration . The Restoration Opinion shall have been delivered by Valuation Research Corporation.

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Section 10.3 Conditions to the Obligations of CAC and Growth Partners . The respective obligations of CAC and Growth Partners to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions:

(a) Representations and Warranties . (i) The representations and warranties of the Caesars Parties set forth in Section 7.1 (Organization and Qualification; Subsidiaries), Section 7.2 (Power and Authority), Section 7.3 (Due Execution and Enforceability), Section 7.4 (Ownership; Title; Capitalization) and Section 7.8 (Brokers) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, and (ii) each of the other representations and warranties of the Caesars Parties contained in this Agreement shall be true and correct as of the Closing Date as if made on and as of the Closing Date except (x) in each case of each of clauses (i) and (ii), representations and warranties that are made as of a specific date shall be tested only on and as of such date, and (y) in the case of clause (ii) only, where the failure of such representations and warranties to be so true and correct (without giving regard to any “material”, or “material adverse effect” or any other materiality qualifications set forth therein) does not have, and would not reasonably be expected to have individually or in the aggregate, a material adverse effect on the Transferred Assets taken as a whole.

(b) Covenants and Agreements . The covenants and agreements of each of the Caesars Parties to be performed or complied with on or before the Closing Date in accordance with this Agreement shall have been performed and complied with in all material respects.

(c) Planet Hollywood Contribution . To the extent the PHWLV Equity is not a Deferred Asset, PHW Las Vegas shall have contributed and assigned all of its assets and liabilities to PHWLV.

(d) Third Party Consents and Notices . All of the Consents set forth on Schedule 10.3(d) shall have been obtained.

(e) Restoration . The Restoration Opinion shall have been delivered by Valuation Research Corporation, and the CEOC Notes Restoration Amount indicated thereby shall be reasonably acceptable to CAC.

(f) Closing Deliverables . At the Closing, the Caesars Parties shall deliver, or cause to be delivered, to CAC and Growth Partners:

(i) a certificate, dated as of the Closing Date and signed on behalf of the Caesars Parties by an executive officer of each Caesars Party, stating that the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied;

(ii) the Management Services Agreement;

(iii) the Settlement Agreement;

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(iv) the other Ancillary Agreements intended to be executed at or in connection with the Closing to which any of the Caesars Parties is a party, duly executed by such Person, as applicable;

(v) a duly executed certificate from each of HIE Holdings and CEOC, prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2)(iv), in form and substance reasonably acceptable to CAC and Growth Partners and on the basis of which Growth Partners shall not be required to deduct or withhold any amounts under Section 1445 of the Code from any amounts payable pursuant to this Agreement;

(vi) fee stream agreements in respect of the Baltimore Fee Stream and the PH Fee Stream, each in a form reasonably acceptable to CAC;

(vii) (1) certificates evidencing the CIE Shares, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto and (2) to the extent such Transferred Asset is not a Deferred Asset, confirmations of book-entry transfer with respect to the PHWLV Equity and the CBIC Equity;

(viii) evidence of registration of the transfer of the CEOC Notes to Growth Partners in accordance with the respective indentures; and

(ix) such other appropriately executed instruments of sale, assignment, transfer and conveyance as may be necessary to evidence and effect the transfer of the Transferred Assets to Growth Partners or its designees, in a form reasonably acceptable to CAC.

Section 10.4 Conditions to Rights Offering Closing and Deferred Closings . The obligations of the Caesars Parties on the one hand, and CAC and Growth Partners on the other hand, to consummate (x) the Rights Offering Closing (solely in the event of a Bifurcated Closing) and (y) any Deferred Closing with respect to a Deferred Asset (whether or not a Bifurcated Closing shall apply) shall be subject to the fulfillment, at or prior to such Rights Offering Closing Date or Deferred Closing Date, as applicable, of each of the following conditions:

(a) No Injunctions, Illegality or Litigation . No Law or Order issued by any Governmental Entity shall have been adopted, promulgated or issued that would prohibit, restrain, enjoin or render unlawful the Deferred Closing.

(b) Gaming Licenses .

(i) Rights Offering Closing . No Gaming Licenses shall have been revoked or shall fail to be in full force and effect.

(ii) Deferred Closings . Any and all Deferred Closing Gaming Licenses shall have been obtained, which Deferred Closing Gaming Licenses shall have been granted without the imposition of limitations, restrictions or conditions materially adverse to CEC, CAC or Growth Partners, and such Deferred Closing Gaming Licenses shall be in full force and effect.

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Section 10.5 Frustration of Closing Conditions . None of the Parties may rely on the failure of any condition set forth in Section 10.1 , 10.2 , 10.3 or 10.4 , as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

ARTICLE XI

TERMINATION

Section 11.1 Termination . This Agreement may be terminated at any time, prior to the Closing:

(a) by mutual written consent of the Parties;

(b) by either CAC or CEC:

(i) if the Contributed Proceeds condition set forth in Section 10.2(e) will not be satisfied;

(ii) five (5) Business Days following the date on which the provider of the Evercore Opinions has delivered notice to the board of directors of CEC that such opinions cannot be rendered;

(iii) the Closing shall not have occurred on or before the 180th day after the date of this Agreement (the “ Outside Date ”); provided that the right to terminate this Agreement under this Section 11.1(b)(iii) shall not be available to any Party to this Agreement whose breach or failure (or whose Affiliate’s breach or failure) to perform any material covenant or obligation under this Agreement has been the cause of or has resulted in the failure of the transactions contemplated by this Agreement to occur on or before such date;

(iv) if any Order issued, or Law adopted, promulgated or issued by a Governmental Entity (including any Gaming Authority) permanently restrains, enjoins or prohibits or makes illegal the consummation of the transactions contemplated by this Agreement in a manner that would give rise to the failure of a condition set forth in Section 10.1(a) , and such Order becomes effective (and final and nonappealable) (except for Orders relating to Gaming Laws, which shall be governed by Section 10.1(b) ); or

(v) if any Gaming Authority that must grant a Gaming License required by Section 10.1(b) shall have denied such grant in a manner that would give rise to the failure of a condition set forth in Section 10.1(b) and such denial shall have become final and nonappealable.

(c) by CEC if either CAC or Growth Partners shall have breached or failed to perform in any material respect any of its respective representations, warranties, covenants or other agreements contained in this Agreement, and such breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 10.2(a) or Section 10.2(b)

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and (ii) (x) cannot be cured prior to the Outside Date or (y) has not been cured prior to the date that is thirty (30) days from the date that CEC or CAC, as applicable, is notified by the other of such breach or failure to perform; provided that CEC shall not have the right to terminate this Agreement pursuant to this Section 11.1(c) if the Caesars Parties are then in material breach of any of their representations, warranties, covenants or other agreement set forth herein in a manner that would cause any condition set forth in Section 10.3(a) or Section 10.3(b) not to be satisfied;

(d) by CAC if any of the Caesars Parties shall have breached or failed to perform in any material respect any of its respective representations, warranties, covenants or other agreements contained in this Agreement, and such breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 10.3(a) or Section 10.3(b ) and (ii) (x) cannot be cured prior to the Outside Date or (y) has not been cured prior to the date that is thirty (30) days from the date that CEC or CAC, as applicable, is notified by the other of such breach or failure to perform; provided that CAC shall not have the right to terminate this Agreement pursuant to this Section 11.1(d) if CAC or Growth Partners are then in material breach of any of their representations, warranties, covenants or other agreement set forth herein in a manner that would cause any condition set forth in Section 10.2(a) or Section 10.2(b) not to be satisfied.

(e) By CAC if there shall have occurred a material adverse effect on the Transferred Assets, taken as a whole.

Section 11.2 Notice of Termination . In the event of termination of this Agreement by any of the Parties pursuant to Section 11.1 , written notice of such termination shall be given by the terminating Party to the other Parties to this Agreement.

Section 11.3 Effect of Termination . In the event of termination of this Agreement as provided in Section 11.1 , this Agreement shall terminate and become void and have no effect, without any liability or obligation on the part of any Party hereto or their respective Affiliates or Representatives in respect thereof, except (a) as set forth in Section 9.7 , this Section 11.3 , and Article XIII , each of which shall survive the termination of this Agreement, and (b) that nothing herein will relieve any Party from liability for any fraud or intentional misconduct with respect to this Agreement.

ARTICLE XII

INDEMNIFICATION

Section 12.1 Survival and Time Limitations .

(a) The representations and warranties of the Caesars Parties contained in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing and shall continue for a period of eighteen (18) months after the Closing Date and any claim in respect thereof shall be made in writing during such time period, except that:

(i) The representations and warranties set out in Sections 7.1 , 7.2 , 7.3 , 7.4 and 7.8 shall survive and continue in full force and effect forever;

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(ii) The representations and warranties set out in Sections 7.5 , 7.6 and 7.13 shall survive and continue in full force and effect until sixty (60) days have elapsed after the expiration of the applicable statutes of limitations (taking into account any extensions thereof); and

(iii) A claim for any breach by the Caesars Parties of any of their representations and warranties contained in this Agreement involving fraud may be made at any time subject to applicable limitation periods imposed by Law.

(b) The representations and warranties of CAC and Growth Partners contained in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing and shall continue for a period of eighteen (18) months after the Closing Date and any claim in respect thereof shall be made in writing during such time period, except that:

(i) The representations and warranties set out in Sections 8.1 , 8.2 , 8.3 and 8.8 shall survive and continue in full force and effect forever; and

(ii) A claim for any breach by CAC or Growth Partners of any of their representations and warranties contained in this Agreement involving fraud may be made at any time subject only to applicable periods imposed by Law.

(c) Each covenant of the Parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive for the time period contemplated for performance.

Section 12.2 Indemnification in Favor of CAC and Growth Partners . From and after the Closing, the Caesars Parties, jointly and severally, shall indemnify and save CAC, Growth Partners, CIE and PHWLV and their respective directors, officers, employees, representatives and agents (collectively, the “ Growth Indemnified Persons ”) harmless of and from any Damages suffered or paid, directly or indirectly, by any of the Growth Indemnified Persons as a result of, in respect of, or arising out of, under, or pursuant to:

(a) any failure of the Caesars Parties to perform or fulfill any covenant of the Caesars Parties under this Agreement;

(b) any breach or inaccuracy of any representation or warranty given by the Caesars Parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith; and

(c) (i) any Taxes for which the Caesars Parties are liable in respect of any taxable period, and (ii) any Taxes arising from the Transferred Assets (for the avoidance of doubt, including any Taxes for which CIE and PHW Growth are liable) in respect of any taxable period (or portion thereof) ending on or prior to the Closing Date excluding, in the case of this clause (ii) only, any such Taxes (other than U.S. federal and other income Taxes of any consolidated, combined or unitary group that includes one or more Caesars Parties) that were incurred in the ordinary course of business consistent with past practice and are not yet due and payable on or prior to the Closing Date.

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Section 12.3 Indemnification in Favor of the Caesars Parties . From and after the Closing, CAC and Growth Partners, jointly and severally, shall indemnify and save the Caesars Parties, their respective directors, officers, employees, representatives and agents (collectively, the “ Caesars Indemnified Persons ”) harmless of and from any Damages suffered or paid, directly or indirectly, by any of the Caesars Indemnified Persons as a result of, in respect of, or arising out of, under or pursuant to:

(a) any failure of CAC or Growth Partners to perform or fulfill any covenant of CAC or Growth Partners under this Agreement;

(b) any breach or inaccuracy of any representation or warranty given by CAC or Growth Partners contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith; and

(c) any amounts paid or owing and payable by CEC pursuant to the (1) Irrevocable Transferable Standby Letter of Credit established in CEC’s favor, dated July 12, 2013 and issuable by Keybank National Banking Association and (2) Guaranty Agreement, dated as of February 19, 2010 executed by CEC in favor of Wells Fargo Bank, N.A.

Section 12.4 Procedure for Indemnification .

(a) Notice of Claims .

(i) If an Indemnified Person becomes aware of any act, omission or state of facts that may give rise to Damages in respect of which a right of indemnification is provided for under this Article XII , the Indemnified Person must notify the Indemnifying Person, which notice shall specify whether the potential Damages arise as a result of:

(1) a claim directly by the Indemnified Person against the Indemnifying Person (a “ Direct Claim ”); or

(2) a claim made by a Person against the Indemnified Person (a “ Third Party Claim ”);

as soon as reasonably practicable, provided that the failure to provide such notice as soon as reasonably practicable to the Indemnifying Person shall not relieve the Indemnifying Person of liability except to the extent that the Indemnifying Person is actually adversely prejudiced by such failure or delay.

(ii) The Indemnified Person must include in a notice given under clause (i) relevant details then known to the Indemnified Person of the Direct Claim or Third Party Claim, and the events, matters or circumstances giving rise to the Direct Claim or Third Party Claim and an extract of any document that identifies the liability or amount to which the Direct Claim or Third Party Claim relates or other evidence of the amount of the Direct Claim or Third Party Claim, and must after giving such notice keep the Indemnifying Person reasonably informed of all developments in relation to the Direct Claim or Third Party Claim.

(iii) If the Indemnifying Person has timely disputed its indemnity obligations for any Damages with respect to such Direct Claim, the Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 13.5 .

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(b) Third Party Claims .

(i) In the case of a Third Party Claim, the Indemnifying Person shall have the right in its sole discretion to conduct the defense of such Third Party Claim and to compromise or settle such Third Party Claim; provided , however , that in no event shall the Indemnifying Person compromise or settle such Third Party Claim without the prior written consent of the Indemnified Person if (1) such compromise or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Person of a full release from all liability in respect to such Third Party Claim, (2) as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Person, (3) such compromise or settlement includes (A) any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Person or (B) any term that in any manner affects, restrains or interferes with the business of the Indemnified Person or any of its Affiliates or (4) such settlement or compromise imposes liability on the part of the Indemnified Person that is not indemnified by the Indemnifying Person hereunder; provided further that the Indemnifying Person shall reimburse the Indemnified Person for the reasonable costs of the Indemnified Person relating to such Third Party Claim and the conduct of any defense of such Third Party Claim.

(ii) If requested by the Indemnified Person, the Indemnifying Person will provide to the Indemnified Person copies of all pleadings, notices, communications, documentary or other evidence with respect to such Third Party Claim, except where receipt of such documents would waive any claim of privilege by the Indemnifying Person or its legal representative.

(iii) The Indemnified Person is entitled to, at its own cost and expense, liaise with the Indemnifying Person in relation to the defense of such Third Party Claim, and participate in, but not to determine or conduct, any defense of a Third Party Claim or settlement negotiations with respect to a Third Party Claim unless the Indemnifying Person has in its sole discretion determined to permit the Indemnified Person to defend such Third Party Claim, in which event the Indemnifying Person shall have the right to participate in, but not to determine or conduct, any defense of a Third Party Claim or settlement negotiations with respect to such Third Party Claim.

(iv) No settlement, resolution or compromise of such Third Party Claim by the Indemnified Person is determinative of the existence or amount of any Damages in respect of such Third Party Claim, unless the Indemnifying Person consents in writing to such settlement, resolution or compromise, which consent must not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given by the Indemnifying Person to the Indemnified Person unless the Indemnifying Person notifies the Indemnified Person in writing within ten (10) Business Days of a request by the Indemnified Person that it

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does not give its consent. In addition, notwithstanding anything else to the contrary, the Indemnifying Person shall not settle or compromise any Third Party Claim in respect of Taxes without the prior written consent of the relevant Indemnified Person, not to be unreasonably withheld, conditioned or delayed.

Section 12.5 Indemnification Principles and Limitations .

(a) Notwithstanding anything in this Agreement to the contrary:

(i) Except in the case of fraud, in no event shall the aggregate obligation of (A) the Caesars Parties to indemnify Growth Indemnified Persons under Section 12.2(b) , or (B) CAC and Growth Partners to indemnify Caesars Indemnified Persons under Section 12.3(b) , respectively, exceed $163,500,000.

(ii) No claims for indemnification pursuant to Section 12.2(b) (other than any such claim in respect of the representations and warranties set forth in Section 7.13 ) or Section 12.3(b) hereof may be made by any Growth Indemnified Person or any Caesars Indemnified Person, respectively, (x) for any Damages from any single loss or series of related losses not in excess of $500,000 and (y) until the aggregate amount of all Damages for which claims may be made thereunder exceeds $24,525,000 (it being understood that any Damages that do not exceed the amount set forth in clause (x) shall not count toward satisfaction of such threshold), and once such threshold amount has been reached, indemnification shall be made from dollar one.

(b) Each Growth Indemnified Person or Caesars Indemnified Person, as applicable, will take all commercially reasonable steps to mitigate all Damages indemnifiable under this Article XII , which steps shall include availing itself of any defenses, limitations, rights of contribution, claims against third Persons and other rights at law or equity and the reasonable costs associated with such steps shall be included in the calculation of Damages in respect of the relevant claim.

(c) Solely for purposes of calculating any Damages subject to indemnification pursuant to this Article XII , from and after the Closing, the representations and warranties made herein shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality, such as the words “material”, “in all material respects”, “material adverse effect” or words of similar import and, accordingly, all references in such representations and warranties to materiality shall be deemed to be deleted therefrom for such purpose only.

(d) With respect to each indemnification obligation contained in this Article XII , all Damages shall be net of any third-party insurance and indemnity proceeds actually recovered by the Indemnified Person under applicable insurance policies or from any other Person alleged to be responsible therefor. The Indemnified Person shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity provisions covering any Damages for which it is seeking indemnification hereunder to the same extent as it would if such Damage were not subject to indemnification hereunder. Upon making any payment to the Indemnified Person for any indemnification claim pursuant to this

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Article XII , the Indemnifying Person shall be subrogated, to the extent of such payment, to any rights which the Indemnified Person may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Person shall assign any such rights to the Indemnifying Person.

(e) Notwithstanding anything contained in this Agreement, (i) any amounts payable pursuant this Agreement shall be paid without duplication, and in no event shall any Party be entitled to recover under different provisions of this Agreement (including, for the avoidance of doubt, Sections 5.2 , 5.3 and 5.4 hereof) for the same amounts; and (ii) any Damages payable under this Article XII (A) with respect to the Purchased Assets shall be payable in immediately available funds to an account or accounts designated in writing by the relevant Indemnified Person, and (B) with respect to the Contributed Assets shall be payable in Class B Non-Voting Units valued at the Class B Unit Closing Value (by properly reflecting it in Growth Partners’ books and records in accordance with the Growth Partners Operating Agreement).

(f) In the event the Caesars Parties make an indemnification payment to the Growth Indemnified Persons in accordance with Section 12.2 , the parties agree that the actual net value of the relevant Transferred Asset or Transferred Assets as of the Closing Date was in fact less than the Gross Asset Values (as defined in the Growth Partners Operating Agreement) of such Transferred Asset or Transferred Assets, as determined on the Closing Date, and, to the extent consistent with applicable Law, (i) in the case of an indemnification payment made to Growth Partners, CIE or PHWLV with respect to a Contributed Asset, such payment shall be treated as a capital contribution by the relevant Caesars Party or Caesars Parties to Growth Partners (and the original capital contribution made by such Caesars Party or Caesars Parties to Growth Partners shall be reduced by a corresponding amount), (ii) in the case of an indemnification payment made to Growth Partners, CIE or PHWLV with respect to a Purchased Asset, such payment shall be treated as an adjustment to the Purchase Price, and (iii) in the case of an indemnification payment made to CAC, the amount of such payment shall be deemed to have been contributed by the relevant Caesars Party or Caesars Parties to Growth Partners as a capital contribution (and the original capital contribution made by such Caesars Party or Caesars Parties to Growth Partners shall be reduced by the amount of the relevant Damages) and shall be deemed to have been distributed immediately thereafter by Growth Partners to CAC, such that the capital accounts of the members of Growth Partners shall be in the same relative proportion to one another that the capital accounts would have been if no such indemnification payment had been required to be made.

Section 12.6 Exclusive Remedy . Notwithstanding anything contained herein to the contrary, following the Closing, the indemnification provisions of this Article XII shall be the sole and exclusive remedy (other than in the case of fraud) for the Parties and their respective Affiliates for any misrepresentation or breach of any warranty, covenant or any other provision contained in this Agreement or in any certificate delivered pursuant hereto.

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ARTICLE XIII

GENERAL

Section 13.1 Entire Agreement . This Agreement, together with the Ancillary Agreements and the Exhibits and Schedules hereto, contains all of the agreements, covenants, terms, conditions and representations and warranties agreed upon by the Parties relating to the subject matter hereof, and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings, representations, warranties and communications of any kind between the Parties and their Representatives, whether oral and written, regarding such subject matter.

Section 13.2 Amendment and Waivers . This Agreement may be modified, supplemented or amended only by a written instrument executed by each of the Parties. Waiver by a Party of any breach of or a failure to comply with any provision of this Agreement by another Party shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other breach of, or failure to comply with, any other provision of this Agreement. No waiver of any such breach or failure of any term of this Agreement shall be effective unless in a written notice signed by the waiving Party and delivered to the affected Party in accordance with Section 13.7 . For the avoidance of doubt, no term or provision of the Registration Statement or Prospectus shall be deemed to amend any term or provision of this Agreement, and in the event of a conflict between the terms and provisions of the Registration Statement or Prospectus and this Agreement, the terms and provisions of this Agreement shall control.

Section 13.3 Successors and Assigns . This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties hereto and their respective legal representatives, successors and assigns; provided , however , that no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other Party hereto; provided , further , that prior to the Closing, any Caesars Party may assign its rights under this Agreement to any wholly-owned Subsidiary. Any conveyance, assignment or transfer made in violation of this Section 13.3 will be void ab initio .

Section 13.4 No Third Party Beneficiaries . Nothing in this Agreement shall confer any rights upon any Person other than the Parties hereto and their respective heirs, successors and permitted assigns.

Section 13.5 Governing Law; Jurisdiction and Forum; Waiver of Jury Trial .

(a) This Agreement and any claim or controversy arising out of or relating to the transactions contemplated hereby shall be governed by and interpreted and construed in accordance with the Laws of the State of Delaware applicable to contracts executed and to be performed wholly within the State of Delaware and without reference to the choice-of-law principles or rules of conflict of laws that would result in, require or permit the application of the Laws of a different jurisdiction or direct a matter to another jurisdiction.

(b) Each Party irrevocably and unconditionally submits to the jurisdiction of the Court of Chancery of the State of Delaware (or, solely if such courts decline

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jurisdiction, in any federal court located in the State of Delaware) (any such court, a “ Chosen Court ”) any Action arising out of or relating to this Agreement, and hereby irrevocably and unconditionally agrees that all claims in respect of such Action may be heard and determined in a Chosen Court. Each Party hereby irrevocably and unconditionally waives, to the fullest extent that it may effectively do so, any defense of an inconvenient forum which such Party may now or hereafter have to the maintenance of such Action. The Parties further agree, (i) to the extent permitted by Law, that final and nonappealable judgment against any of them in any Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 13.7 .

(c) EACH PARTY TO THIS AGREEMENT WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 13.5 . NO PARTY (OR ITS REPRESENTATIVE) HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 13.5 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Section 13.6 Expenses . Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the respective Party incurring such fees and expenses.

Section 13.7 Notices . All notices and other communications to be given to any Party hereunder shall be sufficiently given for all purposes hereunder if in writing and upon delivery if delivered by hand, one (1) Business Day after being sent by courier or overnight delivery service, three (3) Business Days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when sent in the form of a facsimile and receipt confirmation is received, and shall be directed to the address or facsimile number set forth below (or at such other address or facsimile number as such Party shall designate by like notice):

(a) If to the Caesars Parties:

c/o Caesars Entertainment Corporation

One Caesars Palace Drive

Las Vegas, Nevada 89109

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

Paul, Weiss, Rifkind, Wharton & Garrison LLP

San Francisco, California 94104

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

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Section 13.8 Counterparts; Effectiveness . This Agreement may be executed and delivered (including by electronic or facsimile transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 13.9 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this

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Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 13.10 Specific Performance . The Parties hereto agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that the Parties hereto do not perform any provision of this Agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled in Law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at Law or that any award of specific performance is not an appropriate remedy for any reason at Law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with such order or injunction. The foregoing is in addition to any other remedy to which any party is entitled at law, in equity or otherwise. The Parties further agree that nothing set forth in this Section 13.10 shall require any party hereto to institute any Action for (or limit any party’s right to institute any Action for) specific performance under this Section 13.10 prior or as a condition to exercising any termination right under Article XI (and pursuing damages after such termination).

* * * *

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

[Transaction Agreement - Signature Page]

[Transaction Agreement - Signature Page]

Exhibit 10.2

CONFIDENTIAL

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CAESARS GROWTH PARTNERS, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

October 21, 2013

THE UNITS DESCRIBED HEREIN HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER ANY FEDERAL OR STATE SECURITIES LAWS. SUCH UNITS ARE SUBJECT TO THOSE RESTRICTIONS ON TRANSFER CONTAINED HEREIN AND IMPOSED BY LAW. THE UNITS ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS. THE UNITS CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAESARS GROWTH PARTNERS, LLC AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

TABLE OF CONTENTS

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-ii-

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CAESARS GROWTH PARTNERS, LLC

This Amended and Restated Limited Liability Company Agreement (as amended from time to time, this “ Agreement ”) of Caesars Growth Partners, LLC, a Delaware limited liability company (the “ Company ”), is entered into as of October 21, 2013 (the “ Effective Date ”), by and among the Persons executing this Agreement as Members (along with those Persons who later properly join to this Agreement, each a “ Member ”).

WHEREAS, the Company was formed as a limited liability company under the Act pursuant to the Certificate filed with the Delaware Secretary of State on July 16, 2013;

WHEREAS, Caesars Entertainment Corporation (“ CEC ”) and Caesars Acquisition Company (“ CAC ”) executed that certain Operating Agreement of the Company, dated as of July 18, 2013 and Amendment No. 1 thereto, dated as of October 2, 2013 (as so amended, the “ Initial Agreement ”);

WHEREAS, the Members desire to amend and restate the Initial Agreement in its entirety as set forth herein and do hereby adopt this Agreement as the limited liability company agreement of the Company.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby amend and restate the Initial Agreement in its entirety as follows:

ARTICLE 1

DEFINITIONS AND CONSTRUCTION

1.1 Definitions . Capitalized terms used in this Agreement but not defined in the body hereof are defined in Exhibit A-1 .

1.2 Construction . Unless the context requires otherwise, certain terms and provisions of this Agreement shall be interpreted in accordance with the rules of construction set forth on Exhibit A-2 .

ARTICLE 2

ORGANIZATION

2.1 Continuation of the Company . The Company was formed as a Delaware limited liability company on February 25, 2013 by the filing of the Certificate in the office of the Delaware Secretary of State pursuant to the Act. An “authorized person” within the meaning of the Act, has executed, delivered and filed the Certificate and the certificate of amendment to the Certificate with the Secretary of State of the State of Delaware, such filings being hereby ratified and approved in all respects. Upon the filing of the certificate of amendment to the Certificate with the Secretary of State of the State of Delaware, his powers as an “authorized person”

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ceased. The Managing Member shall hereafter continue as the designated “authorized person” within the meaning of the Act. The Members desire to continue the Company for the purposes and upon the terms and conditions set forth herein. As of the Effective Date, upon the execution of a counterpart of this Agreement, the Managing Member and the other Members listed on Schedule I attached hereto are hereby admitted or hereby continue, as applicable, as members of the Company. Except as provided herein, the rights, duties and liabilities of each Member will be as provided in the Act.

2.2 Name . The name of the Company is “CAESARS GROWTH PARTNERS, LLC” and all Company business must be conducted in that name or such other name or names that comply with Law and as the Managing Member may select from time to time.

2.3 Registered Office; Registered Agent; Principal Office; Other Offices . The registered office of the Company required by the Act to be maintained in Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Managing Member may designate in the manner provided by Law. The registered agent of the Company in Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Managing Member may designate in the manner provided by Law. The principal office of the Company shall be at such place as the Managing Member may designate. The Company may have such other offices as the Managing Member may designate.

2.4 Purpose . The purpose of the Company is to (i) directly or indirectly acquire, invest in, own, hold, develop, improve, manage, operate, maintain, service, convey, dispose of, finance, refinance, participate in joint ventures related to, or otherwise deal with, publicly or privately and whether with unrelated third parties or with affiliated entities, any assets and/or securities contributed to the Company by any CEC Member, (ii) make investments, implement project development or other expansion/growth programs and the execution of other strategic value propositions and/or opportunities, including, without limitation, joint ventures, project financing and mutual development projects with or in conjunction with any CEC Member, and (iii) engage in any other lawful business activities that may be engaged in by a limited liability company formed under the Act that are related or incidental to and necessary, convenient or advisable for the foregoing purposes.

2.5 Qualifications to do Business . The Managing Member shall cause the Company to comply with all requirements necessary to qualify the Company as a foreign limited liability company in any other U.S. state jurisdictions if that U.S. state jurisdiction requires such qualification. At the request of the Managing Member, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Company as a foreign limited liability company in all such U.S. state jurisdictions in which the Company may conduct business.

2.6 Term . The Company commenced upon the effectiveness of the Certificate and shall continue until dissolved and terminated in accordance with Article 12 . The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate as provided in the Act.

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2.7 No State Law Partnership . The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and state tax purposes, and this Agreement may not be construed to suggest otherwise.

2.8 Title to Company Assets . Title to the Company’s assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which record title to such Company assets is held.

2.9 Unit Certificates . Units in the Company may be evidenced by certificates in a form approved by the Managing Member but there shall be no requirement that the Company issue certificates to evidence the Units. Any certificates evidencing the Units will bear the following legend reflecting the restrictions on the transfer of such securities:

“The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (the “ 33 Act ”), and may not be transferred except pursuant to an effective registration under the 33 Act or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the 33 Act and the rules and regulations promulgated thereunder.

The securities evidenced hereby are subject to the terms of that certain Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC, dated as of October 21, 2013, as amended from time to time, by and among the members identified therein, including certain restrictions on transfer. A copy of such Amended and Restated Limited Liability Company Agreement has been filed in the books and records of the Company and is available upon request.”

Pursuant to NRS 463.585, the following text must appear on both sides of any certificate evidencing the security issued by a holding company or intermediary company which directly or indirectly owns or holds with power to vote any outstanding equity securities of a gaming licensee:

“THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF THESE SECURITIES IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “ COMMISSION ”). IF AT ANY TIME THE COMMISSION FINDS THAT AN OWNER OF THESE SECURITIES IS UNSUITABLE TO CONTINUE TO HOLD AN INTEREST IN THIS COMPANY OR TO HAVE INVOLVEMENT IN GAMING IN THIS STATE, SUCH OWNER MUST DISPOSE OF SUCH SECURITIES AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER. SUCH GAMING LAWS AND REGULATIONS RESTRICT THE RIGHT UNDER CERTAIN

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CIRCUMSTANCES OF THE OWNER (A) TO RECEIVE ANY DIVIDEND OR INTEREST UPON SUCH SECURITIES OR ANY DIVIDEND, PAYMENT OR DISTRIBUTION OF ANY KIND FROM THE COMPANY; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY SUCH SECURITIES OR INTEREST; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR ANY OTHER ENTITY HOLDING A GAMING LICENSE OR FROM ANY HOLDING OR INTERMEDIARY COMPANY WITH RESPECT THERETO, FOR SERVICES RENDERED OR OTHERWISE.”

ARTICLE 3

MEMBERS; RESIGNATION; ADDITIONAL MEMBERS

3.1 Members . As of the Effective Date, the Managing Member and the other Members listed on Schedule I attached hereto are the sole Members of the Company. The names, addresses, Capital Contributions and number and class of Units of the Members are set forth on Schedule I attached hereto and incorporated herein. The Managing Member is hereby authorized to complete or amend Schedule I to reflect the admission of additional Members, the change of address of a Member, additional Capital Contributions, the issuance of additional Units, and other information called for by Schedule I , and to correct or amend Schedule I or cause such Schedule to be corrected or amended, all in accordance with the provisions of this Agreement. Such completion, correction or amendment may be made from time to time as and when the Managing Member considers it appropriate without the consent of any other Member. Such revised Schedule I will be maintained in the books and records of the Company.

3.2 No Other Persons Deemed Members . Unless admitted to the Company as a Member as provided in this Agreement, no Person (including any Assignee or other assignee of rights with respect to Units or a Transferee of Units, whether voluntary, by operation of law or otherwise) shall be, or shall be considered, a Member. The Company may elect to deal only with Persons so admitted as Members (including their duly authorized representatives). To the fullest extent permitted by Law, any distribution by the Company to the Person shown on the Company’s records as a Member or to its legal representatives shall relieve the Company of all liability to any other Person who may have an interest in such distribution by reason of any Transfer by the Member or for any other reason.

3.3 No Resignation . Except as set forth in Section 7.4 , a Member may not take any action to resign, withdraw or retire as a Member voluntarily, and a Member may not be removed involuntarily, prior to the dissolution and winding up of the Company, other than as a result of a permitted Transfer of all of such Member’s Units in accordance with Article 7 and each of the Transferees of such Units (if the Transferee is not the Company or already a Member) being admitted as a substituted Member pursuant to Section 3.4 below (a “ Substituted Member ”). A Member will cease to be a Member only in the manner described in Section 3.4 and Article 8 .

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3.4 Admission of Additional Members and Substituted Members and Creation of Additional Units .

(a) Authority . Subject to the limitations set forth in this Article 3 and in Article 7 and subject to applicable Gaming Laws, the Company may, at the discretion of the Managing Member and subject to Section 8.1(e) , admit additional Members (“ Additional Members ”) and Substituted Members to the Company; provided that such Additional Members or Substituted Members are not Adverse Persons or Prohibited Persons and would not otherwise cause a Regulatory Event, and subject to compliance with the provisions of Article 13 .

(b) Conditions . No Additional Member or Substituted Member shall be admitted to the Company unless and until all applicable conditions of Article 3 and Article 7 are satisfied, as applicable. Without limiting the generality of the foregoing, no Transfer or issuance of Units otherwise permitted or required by this Agreement shall be effective, no Transferee shall be admitted to the Company as a Member with respect to any Units acquired by such Transferee in any Transfer and no purchaser of Units from the Company shall be admitted to the Company as a Member, in each case unless and until any such Transferee or purchaser who is not already a party to this Agreement shall execute and deliver to the Company an Addendum Agreement in the form attached as Exhibit B (an “ Addendum Agreement ”) and such other documents or instruments as may be required in the Managing Member’s discretion to effect the admission, and all Gaming Approvals have been obtained.

(c) Rights and Obligations of Additional Members and Substituted Members . A Transferee who has been admitted as a Substituted Member or a purchaser of Units from the Company who has been admitted as an Additional Member in accordance with this Agreement shall have all the rights and powers and be subject to all the restrictions and liabilities under this Agreement relating to a Member holding Units. Unless admitted as a Substituted Member or an Additional Member, no such Transferee (whether by a voluntary transfer, by operation of law or otherwise) or purchaser shall be admitted to the Company as, or have the rights of, a Member under this Agreement.

(d) Issuance of Additional Units . Subject to the receipt of any necessary Gaming Approvals and compliance with applicable Gaming Laws, the Company may, at the discretion of the Managing Member (and subject to Section 8.1(e) ), (i) issue additional Class A Units or additional Class B Units with the consent of CEC; provided that such consent will not be unreasonably withheld if (A) the issuance is of Class A Units, (B) the aggregate offering price for such Class A Units is $100 million or less, and (C) the Disinterested CAC Directors reasonably believe, after taking into account the interests of CAC and CEC in their capacity as Members, that the issuance of such additional Units and anticipated use of proceeds from such issuance will ultimately result in proceeds to the Company in an amount which would not cause such issuance to be dilutive to CEC’s (or any CEC Members’) Units upon Liquidation; provided , further , that the foregoing proviso will not apply to, and will not otherwise limit, CEC’s right to withhold its consent to the issuance of any Units, the aggregate offering price of which exceeds $100 million; provided , further , that if CEC disagrees with any determination of the Disinterested CAC Directors as set forth in clause (i)(C) above, the matter shall be decided by arbitration in the same manner as set forth in Section 8.5(g) , or (ii) issue additional Class A Units or additional Class B Units as contemplated by the Transaction Agreement. If any additional CAC Shares are issued by the Managing Member and the proceeds of such issuance are used by the Managing Member to acquire additional Units of the Company, such additional Units shall have substantially the same rights and obligations as such CAC Shares. For the purposes of this Section 3.4(d) , all Class A Common Shares shall correspond to Class A Units and all Class B Common Shares shall correspond to Class B Units.

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(e) Date of Admission as Additional or Substituted Member . Admission of an Additional Member or Substituted Member shall become effective on the date such Person’s name is recorded on the books and records of the Company. Upon the admission of an Additional Member or Substituted Member, the Company shall amend Schedule I , as applicable, to reflect the name and address of, and number and class of Units held by, such Additional Member or Substituted Member and to eliminate or adjust, if necessary, the name, address, and interest of the predecessor of such Substituted Member. Any Member who shall Transfer all of such Member’s Units in one or more Transfers permitted pursuant to this Agreement shall cease to be a Member as of the last date on which all Transferees are admitted as Substituted Members.

3.5 No Liability of Members . Except as otherwise required under the Act, the debts, liabilities, contracts, and other obligations of the Company (whether arising in contract, tort or otherwise) shall be solely the debts, liabilities, contracts, and other obligations of the Company, and no Member in its capacity as such shall be liable personally (a) for any debts, liabilities, contracts or any other obligations of the Company, except to the extent and under the circumstances set forth in any non-waivable provision of the Act or in any separate written instrument signed by the applicable Member, or (b) for any debts, liabilities, contracts or other obligations of any other Member. No Member shall have any responsibility to restore any negative balance in its Capital Account or to contribute to or in respect of the liabilities or obligations of the Company or to return distributions made by the Company, except as expressly provided herein or required by any non-waivable provision of the Act; provided , however , that each Member shall be responsible for any Capital Contributions in accordance with Article 5 (subject to the terms and conditions contained therein). However, if any court of competent jurisdiction orders, holds or determines that, notwithstanding the provisions of this Agreement, any Member is obligated to restore any such negative balance, make any such contribution or make any such return, such obligation shall be the obligation of such Member and not of any other Person.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGEMENTS; COVENANTS

4.1 Representations and Warranties of Members . Each Member severally, but not jointly, represents and warrants as of the Effective Date or any subsequent date on which such Member is admitted to the Company, and as of the receipt of any additional Units, to the Company and the other Members that:

(a) Authority . Each such Member that is an entity is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and the execution, delivery, and performance by such Member of this Agreement have been duly authorized by all necessary corporate, limited liability company, partnership or other appropriate action, as applicable.

(b) Binding Obligations . This Agreement has been duly and validly executed and delivered by such Member and constitutes the binding obligation of such Member

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enforceable against such Member in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity.

(c) No Conflict . The execution, delivery, and performance by such Member of this Agreement (and the performance of the reasonably foreseeable activities of the Company) will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject, (ii) violate any order, judgment or decree applicable to such Member, (iii) restrict the Company from pursuing the purposes of the Company set forth in Section 2.4 , or (iv) to the extent applicable, conflict with, or result in a breach or default under, any term or condition of its organizational documents.

(d) Purchase Entirely For Own Account . The Units to be acquired by such Member will be acquired for investment for such Member’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof; such Member has no present intention of selling, granting any participation in, or otherwise distributing the same; and such Member does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Units.

(e) No Registration . Such Member understands that the Units, at the time of issuance, will not be registered under the Securities Act on the ground that the issuance of Units hereunder is exempt from registration under the Securities Act.

(f) Investment Experience . Such Member has such knowledge and experience in financial and business matters that such Member is capable of evaluating the merits and risks of an investment in the Units and of making an informed investment decision and understands that (i) this investment is suitable only for an investor which is able to bear the economic consequences of losing its entire investment, (ii) the acquisition of Units hereunder is a speculative investment which involves a high degree of risk of loss of the entire investment, and (iii) there are substantial restrictions on the transferability of, and there will be no public market for, the Units, and accordingly, it may not be possible for such Member to liquidate such Member’s investment.

(g) Accredited Investor . Such Member is an Accredited Investor.

(h) Qualified Purchaser . Such Member (other than the Managing Member) is a “qualified purchaser” (as defined in the Investment Company Act of 1940, as amended from time to time (the “ Investment Company Act ”) and the rules, regulations, orders and interpretations thereof issued by the SEC).

(i) Formed for a Specific Purpose . Such Member (other than the Managing Member) was not formed, reformed or recapitalized for the specific purpose of investing in the Company or to permit the Company to avoid classification as an investment company under the Investment Company Act and such Member is not required, and will not be required, to register as an “investment company” under the Investment Company Act.

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(j) Restricted Securities . Such Member understands that the Units may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of either an effective registration statement covering such Units or an available exemption from registration under the Securities Act, the Units must be held indefinitely. In particular, such Member is aware that the Units may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be availability of current information to the public about the Company. Such information is not now available and the Company has no present plans to make such information available.

(k) Non-Reliance . No promise, agreement, statement or representation that is not expressly set forth in this Agreement or in any other agreement between the Members or their respective Affiliates has been made to it by any other Member or any other Member’s Affiliates, counsel, agent, or any other interested Person with respect to the terms set forth in this Agreement, and such Member is not relying upon any such promise, agreement, statement, or representation of any other Member or any other Member’s Affiliates, counsel, agent, or any other interested Person. Such Member is relying upon its own judgment and due diligence and has been represented by legal counsel in this matter.

4.2 Acknowledgements of the Members . Each Member acknowledges and agrees that the Company will not register as an “investment company” under the Investment Company Act.

ARTICLE 5

CAPITAL CONTRIBUTIONS; UNITS

5.1 Initial Capital Contributions; Units .

(a) Initial Capital Contributions . On or prior to the Effective Date, the Members have made Capital Contributions to the Company in the amount set forth on Schedule I hereto; provided , however , that for the avoidance of doubt, the value of such initial Capital Contributions shall be determined solely in accordance with their ascribed value on Schedule I , without regard to anything to the contrary in the definitions of Capital Contributions or Gross Asset Value; provided , further , that such Schedule I shall reflect a Capital Contribution for Harrah’s BC, Inc. in an amount that includes the CEOC Notes Restoration Amount even if, for administrative convenience, Harrah’s BC, Inc. withholds the CEOC Notes Restoration Amount from its Capital Contribution pursuant to Section 5.4 of the Transaction Agreement. The Members will not be required to make any additional Capital Contributions in respect of such Units.

(b) Units Generally . Each Member’s limited liability company interests in the Company shall be represented by Units issued by the Company to such Member. The two initial classes of Units are Class A Units and/or Class B Units in the amounts set forth on Schedule I .

(c) Adjustments . Following the Effective Date, the Managing Member may from time to time make adjustments to the amount of Capital Contributions made by any Member and the number of Units issued to any such Member in good faith pursuant to and in accordance with the terms and provisions of the Transaction Agreement and shall cause Schedule I to be amended accordingly.

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(d) Class A Units . Subject to Section 3.4(d) , until such time, if any, as the Call Right has been exercised with respect to all of the outstanding Class A Units in accordance with Section 7.5 , Class A Units may only be issued to the Managing Member or its designees. Except as specifically provided in this Agreement, the holders of Class A Units shall have sole and complete authority to vote in respect of any matters to be taken up by the Members of the Company, whether under this Agreement, applicable Law or otherwise, including, without limitation, the sole right to designate the Managing Member. The Company shall at all times have issued to the Managing Member a number of Class A Units equal to the aggregate number of Class A Common Shares then outstanding.

(e) Class B Units . Subject to Section 3.4(d) , Class B Units may be issued to CEC Members, the Managing Member or such other Members as determined by the Managing Member, subject to Section 8.1(e) , from time to time. To the fullest extent permitted by Law, and except as specifically provided in this Agreement, the holders of Class B Units shall have no right to vote in respect of any matters to be taken up by the Members of the Company. The Managing Member agrees that at all times it shall cause an amount of Class B Common Shares to be authorized but unissued equal to at least the aggregate number of then issued and outstanding Class B Units held by Members other than CAC.

5.2 Additional Capital Contributions .

(a) General . Subject to Section 3.4(d) , the Managing Member may from time to time request that the Members make additional Capital Contributions (“ Additional Capital Contributions ”) to the Company on such terms and conditions as determined by the Managing Member in its discretion in order to further the Company’s objectives and purposes set forth in Section 2.4 . No Member shall have the obligation to make any Additional Capital Contribution under this Agreement.

(b) Additional Capital Contributions in Cash . If the Managing Member requests that any Additional Capital Contributions be made in cash, the Managing Member shall offer each Member the opportunity to make such Additional Capital Contributions pro rata in accordance with its Company Percentage Interest. If any Member declines the opportunity to make such Additional Capital Contributions, the Members that elected to make such Additional Capital Contributions shall have the right to contribute their pro rata share (based on the relative ratio of such Member’s aggregate number of Units to the aggregate number of Units of all Members electing to make such Additional Capital Contributions) of the unsubscribed portion of such Additional Capital Contributions up to the entire amount of the requested Additional Capital Contributions. If after making such offer to the existing Members, one or more Members have not elected to make the entire amount of Additional Capital Contributions requested by the Managing Member, the Managing Member may, subject to Section 3.4 , admit an Additional Member to make such portion of the Additional Capital Contributions. Subject to Section 3.4(d) , in connection with any such Additional Capital Contributions in cash by the existing Members, such Members will be issued additional Units at the Fair Market Value of such Units as of the date of such Additional Capital Contributions on terms and conditions determined by the

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Managing Member in its discretion. To the extent any Additional Capital Contributions in cash are made by any Additional Member, such Additional Member will be issued Units on terms and conditions determined by the Managing Member in its discretion; provided that such Units issued to an Additional Member that is not a CEC Member shall be subject to the Call Right (in the case of Class A Units) or similar call rights at the fair market value of such Units (in the case of any Units other than Class A Units) payable in cash or CEC Stock and on other terms and conditions as mutually agreed by the Managing Member and CEC.

(c) Additional Capital Contributions in Property or other Assets . If the Managing Member requests that any Additional Capital Contributions be made in the form of property or other assets, the Managing Member shall have the discretion to offer such opportunity to any Member or any Additional Member. Subject to Section 3.4 , in connection with any such Additional Capital Contributions in the form of property or other assets by the existing Members, such Members will be issued additional Units at the Fair Market Value of such Units as of the date of such Additional Capital Contributions on terms and conditions determined by the Managing Member in its discretion. To the extent any Additional Capital Contributions in the form of property or other assets are made by any Additional Member, (i) such Additional Member will be issued Units on terms and conditions determined by the Managing Member in its discretion; provided that such Units issued to an Additional Member that is not a CEC Member shall be subject to the Call Right (in the case of Class A Units) or similar call rights at the fair market value of such Units (in the case of any Units other than Class A Units) payable in cash or CEC Stock and on other terms and conditions as mutually agreed by the Managing Member and CEC, and (ii) CEC shall be offered the opportunity to make Additional Capital Contributions in cash in an amount sufficient to maintain CEC’s Company Percentage Interest as it existed immediately prior to the making of such Additional Capital Contributions in the form of property or other assets by any Additional Member.

5.3 Return of Contributions . A Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

5.4 Advances by Members . In the event the Company requires additional funds, with the approval of the Managing Member and subject to the terms and conditions determined by the Managing Member, any or all of the Members may (but will have no obligation to) advance all or part of the needed funds to or on behalf of the Company, which advances (a) will constitute a loan from such Member to the Company, (b) will bear interest and be subject to such other terms and conditions as agreed between such Member and the Company, and (c) unless otherwise determined by the Managing Member, will not be deemed to be a Capital Contribution by such Member to the Company.

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ARTICLE 6

CAPITAL ACCOUNTS, DISTRIBUTIONS AND ALLOCATIONS

6.1 Capital Accounts .

(a) General . The Managing Member shall cause to be performed all general and administrative services on behalf of the Company in order to assure that complete and accurate books and records of the Company are maintained at the Company’s principal place of business showing the names, addresses and number of Units of each of the Members, all receipts and expenditures, assets and liabilities, profits and losses, and all other records necessary for recording the Company’s business and affairs, including a Capital Account for each Member and, with respect to any Member that holds both Class A Units and Class B Units, sub-accounts of such Capital Account with respect to (i) the Class A Units and (ii) the Class B Units. The Capital Accounts shall be maintained for each Member in accordance with Regulations §§ 1.704-1(b) and 1.704-2, and any debits or credits made to the Capital Account of a Member for whom sub-accounts are required to be maintained shall also be reflected, as appropriate, in one of such Member’s sub-accounts.

(b) Adjustments to Capital Accounts . The Capital Account of each Member shall be increased by: (i) the amount of any Capital Contributions by the Member to the Company; (ii) the amount of Net Profit allocated to the Member and any items in the nature of income or gain that are specially allocated to such Member hereunder; and (iii) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member by the Company; and shall be decreased by: (x) the amount of any cash and the Gross Asset Value of any Company property (other than cash) distributed to the Member by the Company (other than any payment of principal and/or interest to such Member pursuant to the terms of a loan made by the Member to the Company) pursuant to any provision of this Agreement; (y) the amount of Net Loss allocated to the Member and any other items in the nature of expenses or losses that are specially allocated to such Member hereunder; and (z) the amount of such Member’s liabilities assumed by the Company or which are secured by any property contributed to the Company by such Member except, to prevent double counting, to the extent taken into account in determining the amount of such Member’s Capital Contribution. The payments of any CEOC Notes Restoration Amount and any Withheld Amount pursuant to the Transaction Agreement shall be treated as “guaranteed payments” by the Company to CEC (or its Subsidiary or Subsidiaries, as applicable) in accordance with Section 707(c) of the Code. The deductions relating to such payments shall be specially allocated to CAC for all purposes, and consistent with such allocation, CAC’s Capital Account shall be reduced by the amounts of such payments. In addition, the deductions relating to any payments treated as guaranteed payments pursuant to Section 12.2(d) shall be specially allocated, pro rata in accordance with their relative Company Percentage Interests, to those Members not receiving such payments, and consistent with such allocations, their respective Capital Accounts will be reduced by such deductions.

(c) Liabilities . In determining the amount of any liability for purposes of subparagraph (b) above, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

(d) Regulations § 1.704-1(b)(2)(iv) . The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations §§ 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consistent with such Regulations. In the event that the Managing Member shall determine that it is prudent to modify the manner in which the Capital Accounts, or any additions

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or subtractions thereto are computed in order to comply with such Regulations, the Managing Member may make such modification. The Managing Member shall also make (i) any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations § 1.704-1(b)(2)(iv)(q), and (ii) any appropriate modifications in the event that unanticipated events might otherwise cause this Agreement not to comply with Regulations §§ 1.704-1(b) and 1.704-2.

6.2 Allocations .

(a) Allocation of Net Profit and Net Loss . Except as otherwise provided in this Agreement (including pursuant to the last two sentences of Section 6.1(b) ), Net Profit or Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) shall be allocated among the Members pro rata in accordance with their relative Company Percentage Interests; provided , however, that in the case of Net Profit or Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) resulting from a Liquidation or Partial Liquidation, such Net Profit or Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) shall be allocated among the Members in a manner such that, after giving effect to the special allocations set forth in Section 6.2(b) , the Capital Account (or sub-accounts as applicable) of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Members pursuant to Section 12.2 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 12.2 (Amounts and Priority of Distributions) to the Members immediately after making such allocation, minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets.

(b) Regulatory Allocations . Notwithstanding the foregoing provisions of this Section 6.2 , the following special allocations shall be made in the following order of priority:

(i) Minimum Gain Chargeback . Except as provided in Regulations § 1.704-2(f), if there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations § 1.704-2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)(i). This Section 6.2(b)(i) is intended to comply with the minimum gain chargeback requirement of Regulations § 1.704-2(f) and shall be interpreted consistently therewith.

(ii) Member Minimum Gain Chargeback . Except as provided in Regulations § 1.704-2(i)(4), if there is a net decrease in Member Minimum Gain attributable to a

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Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This Section 6.2(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii) Qualified Income Offset . If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated to all such Members (in proportion to the amounts of their respective deficit Adjusted Capital Accounts) in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the deficit balance in the Adjusted Capital Account of such Member as quickly as possible; provided that an allocation pursuant to this Section 6.2(b)(iii) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Section 6.2 have been tentatively made as if this Section 6.2(b)(iii) were not in this Agreement. It is intended that this Section 6.2(b)(iii) qualify and be construed as a “qualified income offset” within the meaning of Regulations § 1.704-1(b)(2)(ii)(d).

(iv) Stop Loss . If an allocation of Net Loss to a Member as provided in Section 6.2(a) would create or increase a deficit balance in the Member’s Adjusted Capital Account, there shall be allocated to such Member only that amount of Net Loss as will not create or increase a deficit balance in such Adjusted Capital Account. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with Section 6.2(a) , subject to the limitations of this Section 6.2(b)(iv) .

(v) Certain Additional Adjustments . To the extent that an adjustment to the adjusted tax basis of any Company property pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations § 1.704-1(b)(2)(iv)(m)(2) or (4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the property) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with Section 6.2(a) in the event that the Regulations § 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that the Regulations § 1.704-1(b)(2)(iv)(m)(4) applies.

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(vi) Nonrecourse Deductions . The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in the same proportion as the Net Profit or Net Loss for such taxable year is allocated.

(vii) Member Nonrecourse Deductions . The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Regulations § 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable.

(viii) Curative Allocations . The allocations set forth in this Section 6.2(b) (the “ Regulatory Allocations ”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 6.2(b)(viii) . Therefore, notwithstanding any provision of this Section 6.2 , the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

(c) Tax Allocations .

(i) Except as provided in Section 6.2(c)(ii) hereof, for income tax purposes under the Code and Regulations, each Company item of income, gain, loss, deduction and credit shall be allocated between the Members as its correlative item of “book” income, gain, loss, deduction or credit is allocated pursuant to this Section 6.2 .

(ii) Tax items with respect to Company property that is contributed to the Company with a Gross Asset Value that differs from its basis for federal or other income tax purposes in the hands of the contributing Member immediately prior to the contribution shall be allocated, solely for purposes of the relevant tax, between the Members pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Company shall account for such variation under the “Traditional Method” as set forth in Treasury Regulation Section 1.704-3(b) or any other method approved under Code Section 704(c) and the applicable Regulations as chosen by the Managing Member and agreed to by a majority of the Class B Units. If the Gross Asset Value of any Company property is adjusted pursuant to the definition of “Gross Asset Value” herein, subsequent allocations of income, gain, loss, deduction and credit with respect to such Company property for federal income tax purposes and its Gross Asset Value in a manner consistent with Code Section 704(c) and the Regulations promulgated thereunder under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the Managing Member. Allocations pursuant to this Section 6.2(c)(ii) are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profit, Net Loss, other items, or distributions pursuant to any provision of this Agreement.

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(d) Other Tax Provisions .

(i) Change in Member’s Units . For any taxable year or other period during which any part of an interest in the Company is transferred between Members or to another Person, the portion of the Net Profit, Net Loss and other items of income, gain, loss, deduction and credit that are allocable with respect to such part of an interest in the Company shall be apportioned between the Transferor and the Transferee under any method allowed pursuant to Section 706 of the Code, as determined by the Managing Member.

(ii) In the event that the Code or any Regulations require allocations of items of income, gain, loss, deduction or credit different from those set forth in this Section 6.2 , the Managing Member is hereby authorized to make new allocations in reliance on the Code and such Regulations, and no such new allocations shall give rise to any claim or case of action by any Member.

(iii) For purposes of determining a Member’s proportional share of the Company’s “excess nonrecourse liabilities” within the meaning of Regulations § 1.752-3(a)(3), each Member’s interest in Net Profit shall be determined consistent with the manner in which allocations would be made pursuant to Section 6.2(a)(i) .

(iv) The Members acknowledge and are aware of the income tax consequences of the allocations made by this Section 6.2 and hereby agree to be bound by the provisions of this Section 6.2 in reporting their shares of Net Profit, Net Loss and other items of income, gain, loss, deduction and credit for federal, state and local income tax purposes.

(v) All matters concerning the allocations and other determinations provided for in this Section 6.2 and any accounting procedures not expressly provided for in this Agreement shall be determined by the Managing Member in a manner consistent with the terms and intent of this Agreement.

6.3 Regular Distributions . Any distribution (other than Tax Distributions pursuant to Section 6.4, distributions upon a Liquidation Event or a Partial Liquidation pursuant to Section 12.2 , or distributions, disbursements, reimbursements or other payments in respect of fees and expenses of the Company or the Managing Member) shall be distributed at such times and intervals as the Managing Member shall determine, after the setting aside by the Managing Member, in its discretion, of appropriate reserves for anticipated obligations and commitments of the Company and the Managing Member, the payment of fees and expenses as set forth in Section 15.11 and any Tax Distributions. Each such distribution made by the Company shall be made 100% to all of the Members ( pro rata in accordance with their respective Company Percentage Interest).

6.4 Tax Distributions .

(a) Other than in connection with a Liquidation Event, or a Partial Liquidation in which more than half of the proceeds are distributed to the Members pursuant to Section 12.2 , prior to making distributions pursuant to Section 6.3 , the Company shall first make distributions in cash to the extent sufficient funds are available therefor (“ Tax Distributions ”) to the Members on a quarterly basis (with payments to be made within thirty (30) days after the close of each

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applicable quarter). Subject to Section 6.4(b) , the amount of quarterly Tax Distributions made to each Member shall be equal to the product of (i) the estimated or actual cumulative amount of net taxable income and/or gain allocable to such Member for the taxable period (net of tax losses from prior taxable periods that have not been previously utilized and without taking into account Section 6.2(c)(ii) hereof or Section 704(c) of the Code) and (ii) an assumed effective tax rate equal to the highest effective individual or corporate marginal tax rate applicable to any Member (or a direct or indirect owner of any Member that is a pass-through entity for U.S. federal income tax purposes) with respect to a given type of income, as determined by the Managing Member, and taking into account the deductibility of state and local income taxes for federal income tax purposes, which assumed rate shall be used to determine the amount of Tax Distributions for all Members with respect to a given quarter and type of income (the “ Effective Tax Rate ”). In the event the amount of taxable income previously allocated to any Member hereunder is increased or decreased for any taxable period by any taxing authority pursuant to an audit, dispute or similar proceeding, then (x) in the case of an increase in the taxable income allocated to such Member, the Company shall make an additional Tax Distribution to such Member equal to the product of (A) the amount of such increase and (B) the Effective Tax Rate for the relevant taxable period and (y) in the case of a decrease in the taxable income allocated to such Member, the Tax Distributions to such Member for subsequent taxable periods will be reduced (without duplication) by an amount equal to the excess of (1) Tax Distributions that such Member originally received for the relevant taxable periods minus (2) Tax Distributions that such Member would have received for the relevant taxable periods if such Tax Distributions had been originally calculated using the adjusted taxable income amount.

(b) The amount of Tax Distributions made in any quarter will be reduced to take into account any Tax Distributions previously made with respect to such taxable year pursuant to Section 6.4(a) . If the total amount of Tax Distributions paid to any Member for a taxable year exceeds the Effective Tax Rate multiplied by the actual net taxable income (net of tax losses from prior taxable periods that have not been previously utilized and without taking into account Section 6.2(c)(ii) hereof or Section 704(c) of the Code) of the Company allocated to such Member for such taxable year, the Tax Distributions to such Member for subsequent taxable periods will be reduced (without duplication) by the amount of such overpayment.

6.5 Rights to Distributions . Except as otherwise provided in this Agreement: (i) no Member shall demand or be entitled to receive a return of or interest on its Capital Contributions or Capital Account, (ii) no Member shall withdraw any portion of its Capital Contributions or receive any distributions from the Company as a return of capital on account of such Capital Contributions, and (iii) the Company shall not redeem or repurchase the Unit of any Member.

6.6 Loans . Unless otherwise determined by the Managing Member, no loans made by any Member to the Company pursuant to Section 5.4 shall have any effect on such Member’s Capital Account, such loans representing a debt of the Company payable or collectible solely from the assets of the Company in accordance with the terms and conditions upon which such loans were made.

6.7 Withholding . Notwithstanding any other provision of this Agreement, the Company shall comply with any withholding requirements under any Law and shall remit amounts withheld to, and file required forms with, applicable taxing authorities. Each Member

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hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local or foreign taxes that the Managing Member determines that the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement. Any amount paid on behalf of or with respect to a Member pursuant to this Section 6.7 shall be treated as having been distributed to such Member, and if such amount exceeds the distribution then payable to such Member, the excess shall be treated as an advance against the next distributions that would otherwise be made to such Member, and such excess shall be satisfied by offset from such next distributions. In the event of any claimed over-withholding, Members shall be limited to a refund claim or other action against the applicable taxing authority. If an amount required to be withheld was not withheld from an actual distribution, the Company shall reduce the next subsequent distribution(s) to the applicable Member by the amount of such required withholding and any penalties or interest thereon. Each Member will furnish the Managing Member with such information as may reasonably be requested by the Managing Member from time to time to determine whether withholding is required, and each Member will promptly notify the Managing Member if such Member determines at any time that it is subject to withholding.

6.8 Prohibited Distributions . Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to a Member on account of its interest in the Company if such distribution would violate the Act or any other applicable Law.

ARTICLE 7

DISPOSITION OF UNITS; REGISTRATION RIGHTS; CALL RIGHT

7.1 Restrictions on Transfers of Units .

(a) Prior to the fifth anniversary of the Effective Date, no Member shall Transfer any of its Units except for any Transfer (i) made with the prior written consent of the Managing Member, and (x) in the case of any Transfer of Units by CAC, the prior written consent of CEC, and (y) in the case of any Transfer of Units by any CEC Member, the prior written consent of CAC, (ii) made to any of the transferring Member’s Permitted Transferees, or (iii) made in accordance with Section 7.5 ; provided that, in each case, such Transfer and such prospective Transferee complies with, and is subject to the terms, conditions and limitations of, Section 3.4 , clauses (b) - (g)  below and Article 13 . From and after the fifth anniversary of the Effective Date, subject to Section 3.4 , and clauses (b) - (g) below, any Member (other than the Managing Member so long as it is the Managing Member) may Transfer its Units to any Person without the consent of any other Member; provided that any such Transferee is not a Competitor to CEC and such Transfer and such Transferee complies with Article 13 . Without limiting the foregoing, any proposed Transfer of Units by any CEC Member shall be subject to Section 7.2 below.

(b) Transfers of Units otherwise permitted or required by this Agreement may only be made in compliance with federal and state securities laws, including the Securities Act and the rules and regulations thereunder, applicable Gaming Laws and the Act and no Transfers of Units shall be made to any Person (other than the Managing Member) that is not a “qualified purchaser” under the Investment Company Act, or who is an Unsuitable Person or an Affiliate of an Unsuitable Person.

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(c) Unless otherwise waived by the Managing Member, for so long as the Company is a partnership for U.S. federal income tax purposes, in no event may any Transfer of any Units by any Member be made if (i) such Transfer would cause a termination of the partnership for federal or state, if applicable, income tax purposes, (ii) such Transfer would result in the Company at any time during its taxable year having more than 100 partners within the meaning of Regulations § 1.7704-1(h)(1)(ii) (taking into account Regulations § 1.7704-1(h)(3)) unless the Company would satisfy the lack of actual trading safe-harbor set forth in Regulations § 1.7704-1(j) for all subsequent tax years, (iii) such Transfer would otherwise result in the Company being treated as a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code and the regulations promulgated thereunder, or otherwise cause the Company to cease being classified as a partnership for federal or state income tax purposes, or (iv) such Transfer does not comply with Article 13 .

(d) Notwithstanding anything to the contrary in this Agreement, a Member may not Transfer all or any portion of any of such Member’s Units without the written consent of the Managing Member, if such Transfer (i) would be to any Person that, as of the date of such Transfer, does not have documentary evidence reasonably supporting its ability to assume and promptly perform all of the obligations of the Transferor under this Agreement, (ii) would be to any Person, that, as of the date of such Transfer, cannot provide documentary evidence reasonably indicating such Person is not an Adverse Person or a Prohibited Person, or (iii) would be to any Person, that, as of the date of such Transfer, would cause any Regulatory Event.

(e) All Transfers of Units shall require that a written notice of such Transfer (including the number of Units to be Transferred) signed by the Transferor and Transferee be provided to the Managing Member at least ten (10) Business Days before such Transfer is given effect.

(f) Transfers of Units may only be made in strict compliance with all applicable terms of this Agreement, and any purported Transfer of Units that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Company shall not recognize or be bound by any such purported Transfer and shall not effect any such purported Transfer on the transfer books of the Company or Capital Accounts of the Members. The Members agree that the restrictions contained in this Article 7 are fair and reasonable and in the best interests of the Company and the Members.

(g) Notwithstanding anything to the contrary in this Article 7 , the Managing Member shall not have the right to resign as the managing member of the Company except in connection with a Transfer of all of the Managing Member’s Class A Units. If the Managing Member transfers all of the Managing Member’s Class A Units of the Company in accordance with the terms hereof, its Transferee shall be automatically admitted to the Company, without any future action required by any party hereto, as the Managing Member upon its agreement to be bound by this Agreement, the Registration Rights Agreement and the Management Services Agreement.

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(h) Notwithstanding anything to the contrary set forth in this Agreement, any Transfer to a Permitted Transferee shall be deemed to be null and void at such time that the Permitted Transferee of any Transferor to which Units are Transferred ceases to be a Permitted Transferee of such Transferor and such Person shall cease to be a Member and shall be deemed to be an Assignee for all purposes of this Agreement, unless (i) such Transfer is otherwise permitted pursuant to another provision of this Agreement, or (ii) such Units are Transferred in accordance with this Agreement to a Person that is a Permitted Transferee of the original Transferor. Any such Assignee shall only receive the distributions and allocations of income, gain, loss, deduction, credit, or similar item to which the Member that transferred its Interest would be entitled, and such Assignee shall not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such Interest, remaining with the transferring Member.

7.2 Right of First Offer .

(a) In addition to, and subject to, the restrictions contained in Sections 3.4 and 7.1 , except as set forth in Sections 7.4 and 7.5 , if at any time any Member intends to Transfer (the “ Transferring Member ”) all or a portion of its Units (“ Offered Units ”) to any Person (other than (x) any of its Permitted Transferees, or (y) any Person in connection with a CAC Exchange pursuant to Section 7.4 or an exercise of the Call Right pursuant to Section 7.5 ), such Member shall, prior to effecting such Transfer, deliver written notice (a “ Sale Notice ”) to each other Member (the “ Non-Transferring Members ”).

(b) Within 60 days following the receipt of the Sale Notice by the Non-Transferring Members (such period, the “ Offer Period ”), such Non-Transferring Members shall have a right to make a first offer (“ Non-Transferring Member Offer ”) to purchase any or all of the Offered Units. Any such Non-Transferring Member Offer shall be delivered in writing by such Non-Transferring Members and shall contain the price and material terms on which such Non-Transferring Members propose to purchase the Offered Units.

(c) If one or more Non-Transferring Members do not offer to purchase 100% of the Offered Units from such Transferring Member during the Offer Period, then such Transferring Member shall, subject to the provisions set forth in Sections 3.4 and 7.1 , be free to direct the Transfer of the Offered Units not subject to a Non-Transferring Member Offer to a third party at a price and on terms and conditions acceptable to such Transferring Member in its discretion; provided that definitive documents in respect of such Transfer to a third party are entered into during the 30-day period immediately following the expiration of such Offer Period. Thereafter, the Transferring Member shall have six months (such period, the “ Closing Period ”) to close the Transfer of the Offered Units, subject to an extension of up to six additional months to the extent necessary to satisfy applicable regulatory approvals with the Managing Member’s consent, not to be unreasonably withheld. After such Closing Period (as extended, to the extent applicable), any proposed Transfer (other than as permitted under Section 7.2(a) ) shall once again be subject to the terms and conditions of this Section 7.2 to the extent provided herein.

(d) If one or more Non-Transferring Members offer to purchase some or all of the Offered Units within the Offer Period, such Transferring Member shall consider such Non-Transferring Member Offer and shall have 30 days following its receipt of such offer to determine whether to accept or reject it.

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(e) If such Transferring Member accepts the Non-Transferring Member Offer, then such Transferring Member will have 30 days from such acceptance to enter into definitive documents with respect to such Transfer of the Offered Units. Under such circumstances, the Transferring Member and such Non-Transferring Members shall negotiate in good faith the additional terms applicable to such purchase beyond those that were included in the Non-Transferring Member Offer. Thereafter, the Transferring Member and such Non-Transferring Members shall close the Transfer of the Offered Units during the Closing Period, subject to an extension of up to six additional months to the extent necessary to satisfy applicable regulatory approvals with the Managing Member’s consent, not to be unreasonably withheld. After such Closing Period (as extended, to the extent applicable), any proposed Transfer ((other than as permitted under Section 7.2(a) ) shall once again be subject to the terms and conditions of this Section 7.2 to the extent provided herein.

(f) If such Transferring Member rejects the Non-Transferring Member Offer, then such Transferring Member may only Transfer a number of Offered Units less than or equal to the number of Offered Units subject to a Non-Transferring Member to a third party if (i) the purchase price for such Offered Units is higher than that contained in the Non-Transferring Member Offer, and (ii) the Transfer shall be made on other terms and conditions which, when taken as a whole, are superior (as reasonably determined by such Transferring Member) to the terms and conditions offered by such Non-Transferring Members, taken as a whole, and then only to the extent that definitive documents in respect of such Transfer to a third party are entered into during the 30-day period immediately following the expiration of such rejection. Thereafter, the Transferring Member shall close the Transfer of the Offered Units during the Closing Period, subject to an extension of up to six additional months to the extent necessary to satisfy applicable regulatory approvals with the Managing Member’s consent, not to be unreasonably withheld. After such Closing Period (as extended, to the extent applicable), any proposed Transfer (other than as permitted under Section 7.2(a) ) shall once again be subject to the terms and conditions of this Section 7.2 to the extent provided herein.

7.3 Allocations between Transferor and Transferee . In the case of any Transfer of Units in accordance with the terms of this Agreement, the Transferee will succeed to the Capital Account of the Transferor with respect to the Transferred Units.

7.4 Exchange Rights .

(a) From and after the fifth anniversary of the Effective Date, any CEC Member holding Class B Units shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to purchase all or a portion of the Class B Units (Class B Units that have in fact been tendered for purchase being hereafter referred to as “ Tendered Units ” ) held by such CEC Member in exchange for an equivalent number of Class B Common Shares in accordance with this Section 7.4 (“ CAC Exchange ”). Any CAC Exchange shall be exercised pursuant to a Notice of Exchange delivered to CAC upon 60 days prior written notice by a CEC Member when exercising the CAC Exchange right (the “ Tendering Party ”). Notwithstanding the foregoing, the Liquidation Committee may require the CEC Members to participate in a CAC Exchange with respect to all or any portion of their respective Class B Units at any time in connection with a Liquidity Transaction in accordance with Section 12.3 .

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(b) If, at any time, any CEC Member elects to participate in a CAC Exchange in accordance with clause (a)  above, in whole or in part, then CAC shall, on the Specified Exchange Date, cause a number of Class B Common Shares equal to the number of Tendered Units (“ CAC Shares Amount ”) to be issued and delivered to the Tendering Party. On the Specified Exchange Date, the Tendering Party shall sell such number of the Tendered Units to CAC in exchange for such CAC Shares Amount of Class B Common Shares. Notwithstanding any delay in the actual delivery of any such Class B Common Shares, the Tendering Party shall be deemed the owner of such Class B Common Shares for all purposes, including, without limitation, rights to receive dividends, and exercise rights, as of the Specified Exchange Date.

(c) The Tendering Party shall submit (i) such information, certification or affidavit as CAC may reasonably require in connection with the CAC Exchange, and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in CAC’s view, to effect compliance with the Securities Act. In connection with any such CAC Exchange, the CAC Shares Amount of Class B Common Shares shall be delivered by CAC as duly authorized, validly issued, fully paid and non-assessable Class B Common Shares, free of any pledge, lien, encumbrance or restriction, other than those that would be applicable to the Class B Common Shares and the Securities Act and relevant state securities or “blue sky” laws. Class B Common Shares issued upon a CAC Exchange pursuant to this Section 7.4 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as CAC determines to be necessary or advisable in order to ensure compliance with such laws.

(d) The terms applicable to any such Class B Common Shares shall include those registration rights set forth in the registration rights agreement substantially in the form attached hereto as Exhibit C (the “ Registration Rights Agreement ”).

(e) Notwithstanding anything herein to the contrary, with respect to any CAC Exchange pursuant to this Section 7.4 , no Tendering Party may effect a CAC Exchange for less than one thousand (1,000) Class B Units or, if such Tendering Party holds less than one thousand (1,000) Class B Units, all of the Class B Units held by such Tendering Party, without, in each case, the prior written consent of CAC.

(f) Without limiting the foregoing, in connection with any such CAC Exchange, (a) the Managing Member shall update Schedule I hereto to reflect any CAC Exchange, (b) CAC agrees to issue the Class B Common Shares pursuant to the CAC Exchange as set forth in this Section 7.4 , and (c) CAC and each such Tendering Party agree to take such other actions as may be reasonably necessary to consummate the CAC Exchange.

7.5 Call Right .

(a) Subject to the terms and conditions set forth herein, except as set forth in Article 13 , at any time following the third anniversary of the Effective Date, CEC shall have the right (the “ Call Right ”) to acquire, or cause one or more of the CEC Members to acquire, all or a portion of the Class A Units held by CAC (such Class A Units, the “ Called Units ”), and, if such

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Call Right is exercised with respect to all or a portion of Class A Units, CAC, acting at the direction of the holders of a majority of the outstanding Class A Common Shares in accordance with Section 7.5(c) (whether by a written consent of such holders or a resolution adopted by such holders at a duly held meeting of the holders of Class A Common Shares), may elect to require CEC to acquire, or cause one or more of the CEC Members to acquire, the corresponding Class A Common Shares in lieu of all or such portion of the Called Units held by CAC (“ CAC Share Election ”) for the Call Price determined in accordance with Section 7.5(e) ; provided that in connection with any partial exercise of the Call Right, if CAC makes a CAC Share Election at any time, CAC shall be deemed to have made a CAC Share Election in connection with any future partial exercise of the Call Right without having to take any further action, including, without limitation, calling a meeting of the holders of Class A Common Shares as set forth in Section 7.5(c) . In connection with any exercise of the Call Right, in the event that (i) any additional Class B Units have been issued, (ii) a call right is being exercised in respect of such additional Class B Units, and (iii) a CAC Share Election has been made, CEC shall, in its discretion, be permitted to (x) cause such additional Class B Units to be acquired in connection with the exercise of such call right to be exchanged for Class B Common Shares, and then (y) purchase such Class B Common Shares (in lieu of such additional Class B Units) in connection with the exercise of such call right.

(b) Notwithstanding anything to the contrary set forth in this Section 7.5 , CEC may not exercise the Call Right unless such exercise of the Call Right has been approved by a majority of its Disinterested CEC Directors. The Call Right may be exercised by CEC for less than 100% of the then outstanding Class A Units or Class A Common Shares, as the case may be, no more than three times; provided that until such time as the Call Right has been exercised in respect of all of the Class A Units of CAC, any Class A Units (or, in the event that there has been a CAC Share Election, Class A Common Shares) so acquired in connection with any such partial exercise of the Call Right shall be automatically converted to Class B Units (or, in the event that there has been a CAC Share Election, Class B Common Shares) immediately following the acquisition by CEC or any CEC Members. In the event that there has been a CAC Share Election and the Class A Common Shares so acquired in connection with any partial exercise of the Call Right have been automatically converted to Class B Common Shares, the corresponding Class A Units shall be converted to Class B Units and such Class B Units shall continue to be held by CAC. For the avoidance of doubt, any such Class A Units (or, in the event that there has been a CAC Share Election, Class A Common Shares) which are converted to Class B Units (or, in the event that there has been a CAC Share Election, Class B Common Shares) in accordance with the foregoing shall not be subject to the liquidation preference applicable to Class A Units set forth in Section 12.2 .

(c) CEC may exercise the Call Right by providing an irrevocable written notice (the “ Call Notice ”) to CAC and the Company at least 90 days prior to the desired effective date such purchase (the “ Call Effective Date ”), which notice shall include (x) the amount and type of Units subject to the Call Right, and (y) the form of consideration to be paid for such Units. Promptly following the receipt of any Call Notice, unless a CAC Share Election has already been made in connection with a prior exercise of the Call Right, CAC and CEC shall reasonably cooperate to jointly prepare and file with the SEC a joint proxy statement/prospectus relating to (i) a proxy statement for a meeting of the holders of Class A Common Shares regarding the exercise of a CAC Share Election in respect of such exercise of the Call Right and

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all future exercises of the Call Right, and (ii) a registration statement in which such proxy statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of CEC Common Stock to be issued in connection with the Call Right to (1) the holders of Class A Common Shares to the extent that a CAC Share Election is made, or (2) CAC to the extent that a CAC Share Election is not made. In addition, each of CAC and CEC shall prepare and file with the SEC any other filings as and when required or requested by the SEC in connection therewith. Each of CAC and CEC shall use all commercially reasonable efforts to (A) file such proxy statement/prospectus within 30 days of the receipt of the Call Notice by CAC, (B) respond to any comments made by the SEC with respect to such proxy statement, registration statement and any other filings, and (C) to cause such registration statement to become effective as promptly as practicable. Each of CAC and CEC shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of such proxy statement, registration statement and any other filings. The proxy statement shall include the recommendation of the CAC Board with respect to the exercise of a CAC Share Election. As promptly as practicable after such registration statement shall have become effective, CAC shall mail the proxy statement to the holders of Class A Common Shares. CAC shall call and hold a meeting of the holders of Class A Common Shares no later than 30 Business Days following the later of the date that the registration statement is declared effective and the date that the proxy statement is mailed for the purpose of voting upon the exercise of a CAC Share Election. Promptly following such meeting, CAC shall provide a written notice to CEC indicating whether CAC is making a CAC Share Election in respect of such exercise of the Call Right (subject to the proviso in Section 7.5(a) ). After delivery of such notice, CEC (or its designees) shall be obligated to pay the Call Price and close on such exercise of the Call Right as soon as reasonably practicable thereafter (whether or not a CAC Share Election is made), subject to extension to the extent necessary to satisfy applicable regulatory approvals. In addition, following such notice and without limiting the foregoing, CAC and CEC may determine in their discretion to structure any such exercise of the Call Right as a merger of a merger vehicle with and into CAC, with CAC surviving such merger. Notwithstanding any of the foregoing to the contrary, in the event that the SEC fails, within 270 days from the filing of such CEC registration statement, to (i) clear the proxy statement for mailing to the holders of the Class A Common Shares, or (ii) declare such CEC registration statement effective, due to any action, inaction, disclosure, omission, accounting or other matter related to CAC (and that is not attributable to CEC), in each case, that is in CAC’s control, then any CAC Share Election shall be deemed automatically withdrawn and CEC will purchase the Called Units, as provided in the Call Notice.

(d) Promptly upon receiving any Call Notice, the Company shall retain an Appraiser as the Managing Member shall select, subject to the consent of CEC (such consent not be unreasonably withheld, delayed or conditioned). The Appraiser shall determine the Appraised Value no later than 30 days after the receipt of the Call Notice by the Company. The determination of the Appraised Value by the Appraiser shall be binding on CAC and CEC. The fees and expenses of the Appraiser shall be borne fully by the Company. CAC and CEC shall reasonably cooperate with the Appraiser in its determination of the Appraised Value (and any updates thereto) and shall provide such information to the Appraiser as is reasonably requested by the Appraiser from time to time.

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(e) The purchase price in respect of each Called Unit shall be an amount equal to the greater of (i) the Unit Appraised Value as of the date the Call Price is paid, subject to a maximum annual Internal Rate of Return of 25% as of the date the Call Price is paid in respect of such Total Capital Contributions applicable to such Class A Unit, or (ii) the sum of (x) the Total Capital Contributions in respect of such Class A Unit, and (y) an amount sufficient to provide, after taking into account the aggregate amount distributed in respect of each Called Unit pursuant to Section 6.3 hereof (but excluding amounts distributed in respect of each Called Unit pursuant to Section 6.4 hereof) a 10.5% annual Internal Rate of Return as of the date the Call Price is paid in respect of such Total Capital Contributions applicable to such Class A Unit, assuming, solely for the purposes of the calculation of the Internal Rate of Return under this Section 7.5(e) , that the Total Capital Contributions of CAC were deemed to be Utilized Capital Contributions on the Effective Date (the “ Call Price ”).

(f) At CEC’s option, to be indicated in the Call Notice, the Call Price may be paid by CEC (or its designees) in either cash or CEC Common Stock or a mix thereof; provided that the cash portion of the Call Price will not exceed 50% of total consideration in any exercise of the Call Right. For the avoidance of doubt, at each exercise of the Call Right, the cash portion of the Call Price may not exceed 50% of total Call Price delivered in connection with such exercise of the Call Right. Any CEC Common Stock to be issued as all or a portion of the Call Price will be valued at its Fair Market Value, net of a customary market discount (calculated on a sliding scale as 2% of discount for each 5% of market capitalization such newly issued common stock would represent) and expenses (fixed at 2% of the Call Price in all cases).

(g) The Call Right may be exercised by CEC only if, at the time of such exercise:

(i) the CEC Common Stock (x) is listed for trading and trades on a national securities exchange, and (y) issuable upon exercise of the Call Right in full will represent, in the aggregate, not more than 50% of the total CEC Common Stock (the “ Cap ”) issued and outstanding giving effect to the exercise of the Call Right (calculated based on the assumed exercise of the entire Call Right in respect of all Units held by CAC and assuming an exercise of the Call Right entirely for CEC Common Stock). Notwithstanding the foregoing, in the event that the Call Price is to be paid with a mix of cash and CEC Common Stock, the Cap shall be reduced proportionately based on the ratio of cash paid as a part of the Call Price to the aggregate Call Price; provided that, in each case, the Cap is calculated based on the assumed exercise of the entire Call Right in respect of all Units held by CAC;

(ii) CEC has (x) a minimum Liquidity Amount of $1 billion, and (y) a maximum Net Debt Leverage Ratio of 9.0x;

(iii) no default or event of default has occurred and is in effect under any Financing Agreement of CEC or any of its Subsidiaries; and

(iv) CEC and CAC enter into a resale registration rights agreement substantially in the form attached hereto as Exhibit D on the Call Effective Date (the “ Resale Registration Rights Agreement ”).

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(h) Notwithstanding anything to the contrary set forth in this Section 7.5 , the Call Right set forth under this Section 7.5 shall be exercisable by any Person that receives a Transfer of all of the Class B Units as to which such Call Right is applicable; provided that (x) such Transfer is made in accordance with this Agreement, and (y) any Call Right exercised by such Transferee is made upon the same terms and conditions as applicable to CEC hereunder, including, without limitation, as to the Call Price, the consideration in the form of CEC Common Stock and cash and the limitations on CEC Common Stock and cash comprising the Call Price as set forth in this Section 7.5 .

(i) For the avoidance of doubt, CEC shall have a call right with respect to all or any portion of any Units that are not Class A Units and are issued to an Additional Member that is not a CEC Member pursuant to Section 5.2(b) or 5.2(c) , on terms and conditions as mutually agreed by the Managing Member and CEC.

7.6 Specific Performance . Each Member acknowledges that it shall be inadequate or impossible, or both, to measure in money the damage to the Company or the Members, if any of them or any Transferee or any legal representative of any party hereto fails to comply with any of the restrictions or obligations imposed by this Article 7 , that every such restriction and obligation is material, and that in the event of any such failure, the Company or the Members shall not have an adequate remedy at law or in damages. Therefore, each Member consents to the issuance of an injunction or the enforcement of other equitable remedies against such Member at the suit of an aggrieved party without the posting of any bond or other security, to compel specific performance of all of the terms of this Article 7 and to prevent any Transfer of Units in contravention of any terms of this Article 7 , and, to the fullest extent permitted by Law, waives any defenses thereto, including the defenses of: (i) failure of consideration; (ii) breach of any other provision of this Agreement; and (iii) availability of relief in damages.

ARTICLE 8

MANAGEMENT

8.1 Management by Managing Member .

(a) The management, operation and power of the Company shall be vested exclusively in CAC (and any successor thereto in accordance with this Agreement, in such capacity, the “ Managing Member ”), which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement. The Managing Member will conduct no business other than managing and operating the Company and operating as a public company and as a capital source for the Company and its Subsidiaries, businesses, properties and assets, and fulfilling its duties, in each case, under this Agreement and applicable Law, and other lawful business activities that are related or incidental to and necessary, convenient or advisable for the foregoing powers and duties.

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(b) Without limiting the foregoing general powers and duties, the Managing Member is hereby authorized and empowered on behalf and in the name of the Company, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement, to:

(i) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts;

(ii) hire for usual and customary payments and expenses consultants, brokers, prime brokers, attorneys, accountants, administrators, advisors and such other agents for the Company as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the Company; and

(iii) enter into, execute, maintain and/or terminate contracts, undertakings, agreements and any and all other documents and instruments in the name of the Company, and to do or perform all such things as may be necessary or advisable in furtherance of the Company’s powers, objects or purposes or to the conduct of the Company’s activities.

(c) The Managing Member shall conduct its duties and exercise its powers, as provided herein, in good faith for the benefit of the Company. Without limiting the foregoing and except as otherwise provided in this Agreement, the Managing Member shall have the same duties to the Company and its Members as does a director of a corporation incorporated under the laws of Delaware, assuming such director were protected to the maximum extent possible by the inclusion in the certificate of incorporation of such corporation of a provision contemplated by Section 102(b)(7) of the Delaware General Corporation Law, as amended from time to time.

(d) The Company is hereby authorized to execute, deliver and perform, and the Managing Member on behalf of the Company is hereby authorized to execute and deliver, the Management Services Agreement and all documents, agreements or certificates contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the Managing Member to enter into other agreements on behalf of the Company.

(e) Notwithstanding the foregoing, the Managing Member shall not authorize the taking of any of the following actions without the prior approval of the CAC Board:

(i) any liquidation, winding up or dissolution of the Company in accordance with Section 12.1 , or any of its Subsidiaries, or the initiation of any action relating to bankruptcy, reorganization or recapitalization with respect to the Company or any of its Subsidiaries;

(ii) any merger, consolidation or sale of all or substantially all of the assets of the Company or any of its Subsidiaries;

(iii) any acquisitions or investments outside of the ordinary course of CEC’s and/or its Subsidiaries’ business; and

(iv) any material amendment to this Agreement.

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(f) The Managing Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided , however , that the Company shall not be required to preserve any such right or franchise if the Managing Member shall determine that the preservation thereof is no longer desirable for the conduct of the Company’s business and that the loss thereof is not disadvantageous in any material respect to the Company. The Managing Member shall, and shall cause the Company to, as applicable:

(i) maintain its own separate books and records and bank accounts;

(ii) at all times hold itself out to the public and all other Persons as a legal entity separate from the CEC Group, the Managing Member and any other Person;

(iii) file its own tax returns, if any, as may be required under applicable Law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable Law;

(iv) not commingle its assets with assets of any entity of the CEC Group or any other Person;

(v) conduct its business (including all written and oral communications) in its own name and through its duly authorized Officers or agents, and strictly comply with all organizational formalities to maintain its separate existence;

(vi) maintain separate financial statements;

(vii) pay its own liabilities only out of its own funds;

(viii) maintain an arm’s length relationship with any Member and with any entity of the CEC Group;

(ix) enter into the Management Services Agreement with any CEC Member and/or any entity of the CEC Group on arm’s length terms or cause the services that would otherwise be provided under the Management Services Agreement to be provided by the Company or any Affiliate or Subsidiary of the Company;

(x) pay the salaries of its own employees, if any ( provided , that the foregoing shall not require the Managing Member to make any Additional Capital Contributions to the Company);

(xi) allocate fairly and reasonably any overhead for shared office space;

(xii) not hold out its credit or assets as being available to satisfy the obligations of others;

(xiii) use separate invoices, checks and stationery;

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(xiv) not pledge its assets for the benefit of any entity of the CEC Group, the Managing Member or any other Person;

(xv) correct any known misunderstanding regarding its separate identity;

(xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities ( provided , that the foregoing shall not require the Managing Member to make any Additional Capital Contributions to the Company); and

(xvii) cause its Managing Member to act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities.

Failure of the Company, or the Managing Member on behalf of the Company, to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Managing Member.

8.2 Action by Written Consent; Meetings called by Managing Member . Any action permitted or required by the Act or this Agreement to be taken by the Managing Member may be taken by written consent setting forth the action to be taken and signed by the Managing Member. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware. Subject to the requirements of the Act or this Agreement for notice of meetings, the Managing Member may participate in and hold a meeting by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened or is not called or convened in accordance with this Agreement.

8.3 Officers . The Company may have such officers (the “ Officers ”) as the Managing Member in its discretion may appoint, which shall include a chief executive officer, chief financial officer and a secretary. The Managing Member may remove any Officer with or without cause at any time; provided , however , that such removal shall be without prejudice to the contractual rights, if any, of the Officer so removed. Election or appointment of an Officer shall not of itself create contractual rights. Any such Officers may, subject to the general direction of the Managing Member, have responsibility for the management of the normal and customary day-to-day operations of the Company, and act as “agents” of the Company in carrying out such activities. Except as otherwise authorized or delegated by the Managing Member, no Officer or agent of the Company shall take any actions with respect to the Company or any Subsidiary of the Company without the express approval of the Managing Member. The appointment of Officers is subject to applicable Gaming Laws. If any Officer is an Unsuitable Person or Affiliate thereof, he or she shall immediately be removed from office.

8.4 No Participation of Members in Business and Affairs of Company . The Members (other than the Managing Member) in their capacity as Members shall not have any other power

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or authority to manage the business or affairs of the Company or to bind the Company or enter into agreements on behalf of the Company. Except as otherwise expressly provided in this Agreement, Members (other than the Managing Member) shall have no voting rights or rights of approval, veto or consent or similar rights over any actions of the Company. Any matter requiring the consent or approval of any of the Members pursuant to this Agreement may be taken without a meeting, without prior notice and without a vote, by a consent in writing, setting forth such consent or approval, and signed by the holders of not less than the number of outstanding Units necessary to consent to or approve such action. Prompt notice of such consent or approval shall be given by the Company to those Members who have not joined in such consent or approval.

8.5 Business Opportunities . When the Company or any CEC Member becomes aware of Business Opportunity, the Company and CEC will work together to develop such Business Opportunity as follows:

(a) If the Company (including CAC, CAC’s Subsidiaries, and its and their officers and directors, but only to the extent such officers or directors become aware of such Business Opportunity solely in their capacity as officers or directors, as the case may be) becomes aware of any Business Opportunity, the Company shall present any such Business Opportunity to CEC by written notice and such written notice shall contain all material information reasonably necessary for CEC to evaluate such Business Opportunity. Upon receipt of any such notice, CEC will cause a committee of the CEC Board comprised of Disinterested CEC Directors to consider such Business Opportunity and determine whether CEC will pursue or decline such Business Opportunity within 60 days (or such shorter period if necessary due to the specific nature of the transaction) of the receipt of such notice by CEC. Promptly following any such determination, CEC shall provide written notice thereof to the Company. If CEC declines such Business Opportunity or otherwise fails to provide notice of its determination to pursue or decline such Business Opportunity within such 60-day period (or such shorter period if necessary due to the specific nature of the transaction), the Company (including CAC, CAC’s Subsidiaries, and its and their officers and directors) may proceed with such Business Opportunity as determined by the Managing Member in its discretion.

(b) If CEC becomes aware of any Business Opportunity, CEC may in its discretion determine whether to pursue such Business Opportunity in whole or in part. If CEC pursues such Business Opportunity, CEC shall have no obligation to notify the Company (including CAC, CAC’s Subsidiaries, and its and their officers and directors) of any such Business Opportunity. If CEC declines such Business Opportunity in whole or in part, CEC shall present such Business Opportunity (or the portion thereof declined by CEC) to the Company and the Company may proceed with such Business Opportunity (or portion thereof) to the extent declined by CEC as determined by the Managing Member in its discretion. In the event that the Company declines any such Business Opportunity, CEC may present such Business Opportunity to third-parties in its discretion.

(c) In the event CEC declines any Business Opportunity and the Company takes up such Business Opportunity, the Company will retain a 50% financial stake in the management fee received by CEC in connection with such Business Opportunity (unless otherwise agreed by CEC and the Company) and the Company shall acquire 100% of the new equity related to such Business Opportunity.

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(d) Notwithstanding anything to the contrary in this Section 8.5 , upon the mutual agreement of the Managing Member and CEC, the allocation of Business Opportunities and any management fees or investment opportunities in respect thereof may be modified at the discretion of the Managing Member and CEC.

(e) Each of the parties hereto agrees to work together in good faith to make available Business Opportunities to the Company to achieve its objectives and purposes as set forth in Section 2.4 . In connection therewith, the parties acknowledge that they will use commercially reasonable efforts to structure any potential Business Opportunity that is declined by CEC in a manner that would be suitable for the Company prior to approaching any third parties with such Business Opportunity.

(f) For the avoidance of doubt, the provisions of this Section 8.5 shall not in any way limit or restrict the rights of the shareholders of any Member or any of its Affiliates, including, without limitation, the Sponsors and their respective Affiliates and the directors of CEC and CAC, under Section 8.9 .

(g) Each of the parties hereto agrees to work together in good faith to resolve any disputes regarding this Section 8.5 . If such matter is not resolved, such matter shall be submitted to arbitration to be conducted in Las Vegas, Nevada by a board of three arbitrators. Each of the parties shall designate a person to act as arbitrator and shall notify the party requesting arbitration of such designation, the name and address of the person so designated, and the suggested resolution of such dispute by such party. The two (2) arbitrators designated as aforesaid shall promptly select a third arbitrator, and if they are not able to agree on such third arbitrator, then either arbitrator, on five (5) days’ notice in writing to the other, or both arbitrators, shall apply to the local arbitration authority to designate and appoint such third arbitrator. All decisions by the arbitrators shall be binding upon the Company (including, as applicable, CAC, CAC’s Subsidiaries, and its and their officers and directors), any CEC Member (as applicable) and CEC.

8.6 Right of First Offer on Dispositions .

(a) If the Company, or any of its Subsidiaries, intends to dispose of any asset (including, for the avoidance of doubt, pursuant to a Liquidity Transaction in accordance with Section 12.3 ) (“ Offered Assets ”) to any Person (other than any of its Affiliates), the Company shall, prior to effecting such disposition, deliver written notice (an “ Asset Sale Notice ”) to CEC.

(b) Within 60 days following the receipt of the Asset Sale Notice by CEC, CEC shall have a right to make a first offer (“ CEC Offer ”) to purchase all, but not less than all, of the Offered Assets. Any such CEC Offer shall be in writing delivered by CEC and shall contain the price and material terms on which CEC proposes to purchase the Offered Assets.

(c) If CEC does not offer to purchase all of the Offered Assets from the Company during the 60-day period provided in Section 8.6(b) , then the Company shall be free to dispose of the Offered Assets to a third party at a price and on terms and conditions acceptable to the Company at the discretion of the Managing Member during the 180-day period immediately following the expiration of such 60-day period.

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(d) If CEC offers to purchase all of the Offered Assets within the 60-day period provided in Section 8.6(b) , the Managing Member shall consider such CEC Offer and shall have 30 days following its receipt of such offer to determine whether to cause the Company to accept or reject it.

(e) If the Company accepts the CEC Offer, then CEC will have 45 days from such acceptance within which to close the purchase of the Offered Assets, subject to extension to the extent necessary to satisfy applicable regulatory approvals. Under such circumstances, CEC and the Company shall negotiate in good faith the additional terms applicable to such purchase beyond those that were included in the CEC Offer.

(f) If the Company rejects the CEC Offer, then the Company may only dispose of the rejected Offered Assets to a third party at a price higher than that contained in the CEC Offer, and on terms and conditions which, when taken as a whole, are superior (as reasonably determined by the Company) to the terms and conditions offered by CEC, taken as a whole, and then only during the 180-day period following such rejection, subject to extension to the extent necessary to satisfy applicable regulatory approvals. After such 180-day period (as extended, to the extent applicable), any proposed disposition (other than a disposition to an Affiliate of the Company) shall once again be subject to the terms and conditions of this Section 8.6 to the extent provided herein.

(g) Without limiting the foregoing, if Planet Hollywood is sold to a third party (including pursuant to a Liquidation), the Company and its Subsidiaries will require the buyer to replace the guarantee related to the Planet Hollywood license currently provided by PHW Manager, LLC and PHW Investments, LLC.

8.7 Removal of the Managing Member . Subject to Article 13 , the Managing Member may only be removed with the consent of the holders of a majority of each class of Units. In the event that the Managing Member is removed, the holders of a majority of each class of Units may appoint a replacement Managing Member. Any such replacement Managing Member shall be admitted as the Managing Member; provided that such replacement Managing Member is not a Prohibited Person or an Unsuitable Person or Affiliate thereof and such appointment would not cause a Regulatory Event.

8.8 Management Services . The Company shall enter into an agreement with CEC and certain of its Subsidiaries to provide certain management services (the “ Management Services Agreement ”), including, without limitation, (i) advisory and business management services and (ii) corporate shared services and back office-type support, all on arm’s length terms on a cost plus margin basis, without the consent of the Managing Member or any other Member.

8.9 Other Activities . For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, the shareholders of any Member or any of its Affiliates, including, without limitation, the Sponsors and their respective Affiliates and the directors of CEC and CAC, shall be free to engage or invest in, and devote their respective time to, any other business

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venture or activity of any nature and description, whether or not such activities are considered competitive with the Company or the Managing Member, and neither the Company nor any other Person will have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity of any Person (or to the income or proceeds derived therefrom), and the pursuit of such other venture or activity will not be deemed wrongful or improper. No notice, approval or other sharing of any such other opportunity or activity will be required. To the fullest extent permitted by Law, the legal doctrines of “corporate opportunity,” “business opportunity” and similar doctrines will not be applied to any such competitive venture or activity pursued by the Sponsors or any of their respective Affiliates.

ARTICLE 9

LIMITATION OF LIABILITY AND INDEMNIFICATION

9.1 Limitation of Liability and Indemnification of the Members and Their Affiliates .

(a) Notwithstanding any other terms of this Agreement, whether express or implied, or any obligation or duty at Law or in equity, and, to the fullest extent permitted by Law, none of the Covered Persons shall be liable to the Company or to any Member for Losses sustained or liabilities incurred as a result of any act or omission in connection with the Company’s business (in furtherance of its interest in the Company, any transaction, any investment or any business decision or action or otherwise arising out of or in connection with the affairs of the Company) taken or omitted by a Covered Person; provided that a Covered Person shall be entitled to exculpation hereunder only to the extent that such Covered Person’s conduct did not constitute fraud, gross negligence or a material breach of this Agreement (which, in the case of such a material breach, has not been cured within thirty (30) days after due notice) or result in the conviction of such Covered Person of a felony by a court of competent jurisdiction.

(b) Any Covered Person acting for, on behalf of or in relation to, the Company in respect of any transaction, any investment, or any business decision or action or otherwise shall be entitled to rely on the provisions of this Agreement and on the advice of counsel, accountants, and other professionals that is provided to the Company or such Covered Person, and such Covered Person shall not be liable to the Company or to any Member for such Covered Person’s good faith reliance on this Agreement or such advice. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at Law or in equity to the Company or the Members, are agreed by the Members to replace, to the fullest extent permitted by applicable Law, such duties and liabilities existing at Law or in equity of such Covered Person. This Section 9.1(b) does not create any duty or liability of a Covered Person that does not otherwise exist at Law or in equity.

(c) Each Covered Person (regardless of such Person’s capacity and regardless of whether another Covered Person is entitled to indemnification) shall be indemnified and held harmless by the Company (but only to the extent of the Company’s assets), to the fullest extent permitted by Law, from Losses sustained or liabilities incurred as a result of any act or omission in connection with the Company’s business (in furtherance of its interest in the Company, any transaction, any investment or any business decision or action or otherwise arising out of or in connection with the affairs of the Company); provided that a Covered Person shall be entitled to

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indemnification hereunder only to the extent that such Covered Person’s conduct did not constitute fraud, gross negligence or a material breach of this Agreement (which, in the case of such a material breach, has not been cured within thirty (30) days after due notice) or result in the conviction of such Covered Person of a felony by a court of competent jurisdiction. A Covered Person shall not be denied indemnification in whole or in part under this Section 9.1 because such Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. The Company’s obligations hereunder shall not apply with respect to economic Losses or tax obligations incurred by any Covered Person as a result of such Covered Person’s ownership of a limited liability company interest in the Company or expenses of the Company that a Covered Person has agreed to bear. No Member shall have any obligation to make Additional Capital Contributions to fund its share of any indemnification obligations under this Section 9.1(a) , and no Member shall have any personal liability on account thereof.

(d) Each Covered Person may rely in good faith, and shall incur no liability in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, paper, document, signature or writing reasonably believed by it to be genuine, and may rely in good faith on a certificate signed by an officer, agent or representative of any Person in order to ascertain any fact with respect to such Person or within such Person’s knowledge.

(e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ANY COVERED PERSON SHALL BE LIABLE TO THE COMPANY, TO ANY MEMBER OR TO ANY OTHER PERSON BOUND BY THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE OR LOSSES BY REASON OF COST OF CAPITAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BUSINESS OF THE COMPANY, THE GRANTING OR WITHHOLDING OF ANY APPROVAL REQUIRED HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR SIMILAR LAW OR ANY OTHER LEGAL OR EQUITABLE DUTY OR PRINCIPLE, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND EACH COVERED PERSON RELEASE EACH OF THE OTHER SUCH PERSONS FROM LIABILITY FOR ANY SUCH DAMAGES.

9.2 Indemnification of the Management Covered Persons .

(a) The Company shall indemnify, to the full extent permitted by applicable Law, any Management Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “ Proceeding ”) by reason of the fact that (x) such Person is or was an Officer of the Company or (y) such Person, while serving as an Officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee, manager or agent of another company, partnership, limited liability company,

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joint venture, trust or other enterprise or (z) such Person is or was serving or has agreed to serve at the request of the Company as a director, officer or manager of another company, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such Person in such capacity; provided that the Management Covered Person’s conduct did not constitute fraud, gross negligence or result in the conviction of such Management Covered Person of a felony by a court of competent jurisdiction:

(i) in a Proceeding other than a Proceeding by or in the right of the Company, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person or on such Person’s behalf in connection with such Proceeding and any appeal therefrom; or

(ii) in a Proceeding by or in the right of the Company to procure a judgment in its favor, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such Person or on such Person’s behalf in connection with the defense or settlement of such Proceeding and any appeal therefrom.

(b) Section 9.2(a) does not require the Company to indemnify a Management Covered Person in respect of a Proceeding (or part thereof) instituted by such Person on his or her own behalf, unless such Proceeding (or part thereof) has been authorized by the Managing Member or the indemnification requested is pursuant to the last sentence of Section 9.4 .

(c) Notwithstanding any other terms of this Agreement, whether expressed or implied, the written consent of each Management Covered Person is required for any amendment, modification, supplement, restatement or waiver to or of the provisions of this Section 9.2 .

9.3 Advancement of Expenses . The Company shall advance all expenses (including reasonable attorneys’ fees) incurred by a Covered Person or a Management Covered Person in defending any Proceeding prior to the final disposition of such Proceeding upon written request of such Person and delivery of an undertaking (which may be unsecured) by such Person to repay such amount if it shall ultimately be determined that such Person is not entitled to be indemnified by the Company. No advances shall be made by the Company under this Section 9.3 without the prior written approval of the Managing Member.

9.4 Procedure for Indemnification . Any indemnification or advance of expenses under this Article 9 shall be made only against a written request therefor (together with supporting documentation) submitted by or on behalf of the Person seeking indemnification or advance. To the fullest extent permitted by Law, all expenses (including reasonable attorneys’ fees) incurred by such Person in connection with successfully establishing such Person’s right to indemnification or advancement of expenses under this Article 9 , in whole or in part, shall also be indemnified by the Company.

9.5 Contract Right; Non-Exclusivity; Survival .

(a) The rights to indemnification and advancement of expenses provided by this Article 9 shall be deemed to be separate contract rights between the Company and each Covered Person and Management Covered Person who serves in any such capacity at any time

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while these provisions are in effect, and no repeal or modification of any of these provisions shall adversely affect any right or obligation of such Covered Person or Management Covered Person existing at the time of such repeal or modification with respect to any state of facts then or previously existing or any Proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.

(b) The rights to indemnification and advancement of expenses provided by this Article 9 shall not be deemed exclusive of any other indemnification or advancement of expenses to which a Covered Person or Management Covered Person seeking indemnification or advancement of expenses may be entitled.

(c) The rights to indemnification and advancement of expenses provided by this Article 9 to any Covered Person or Management Covered Person shall inure to the benefit of the heirs, executors and administrators of such Person.

9.6 Priority . The Company hereby acknowledges that each Covered Person or Management Covered Person (an “ Indemnitee ”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by or on behalf of the Members and/or their Affiliates (collectively, the “ Member Indemnitors ”). Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law: (i) the Company is the indemnitor of first resort (i.e., the Company’s obligations to each Indemnitee are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by each Indemnitee are secondary), (ii) the Company will be required to advance the full amount of expenses incurred by each Indemnitee and will be liable for the full amount of all liabilities, expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by this Section 9.6 , without regard to any rights each Indemnitee may have against the Member Indemnitors, and (iii) the Company and the Members irrevocably waive, relinquish and release the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, no advancement or payment by the Member Indemnitors on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification or advancement of expenses from the Company will affect the foregoing and the Member Indemnitors will have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Company. The Member Indemnitors are express intended third party beneficiaries of the terms of this Section 9.6 .

9.7 Insurance . The Company shall purchase and maintain insurance on behalf of any Management Covered Person, or any Management Covered Person who is or was serving at the request of the Company against any liability asserted against such Person and incurred by such Person or on such Person’s behalf in any such capacity, or arising out of such Person’s status as such. The Company shall maintain insurance to protect itself and any Covered Person against any liability asserted against such Person and incurred by such Person or on such Person’s behalf whether or not the Company would have the power to indemnify such Person against such liability under the provisions of Section 9.1 .

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9.8 Interpretation; Severability . If this Article 9 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Covered Person or Management Covered Person of the Company as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by any applicable portion of this Article 9 that shall not have been invalidated.

ARTICLE 10

CERTAIN AGREEMENTS OF THE COMPANY AND MEMBERS

10.1 Maintenance of Books . The Company shall keep or cause to be kept at its principal office complete and accurate books and records of the Company, supporting documentation of the transactions with respect to the conduct of the Company’s business and minutes of the proceedings of the Managing Member and any of the other Members. The Company’s financial books and records shall be maintained in accordance with GAAP unless otherwise agreed by the Managing Member and CEC. The records shall include complete and accurate information regarding the state of the business and financial condition of the Company; a copy of the Certificate and this Agreement and all amendments thereto; and a current list of the names and last known business, residence or mailing addresses of all Members.

10.2 Inspection of Books and Records . Each Member shall have the right, on reasonable request and at such Member’s expense, to:

(a) inspect and copy (at such Member’s expense) during normal business hours any of the Company books and records; and

(b) obtain from the Company, promptly after they are available, a copy of the Company’s federal, state, and local income tax or information returns for each year.

10.3 Accounts . Subject to the Management Services Agreement, the Company may establish one or more separate bank and investment accounts and arrangements for the Company, which shall be maintained in the Company’s name with financial institutions and firms that the Managing Member may determine. The Company may not commingle the Company’s funds with the funds of any other Person.

10.4 Information .

(a) No Member shall be entitled to obtain any information relating to the Company except as expressly provided in this Agreement or to the extent required by the Act; and to the extent a Member is so entitled to such information, such Member shall be subject to the provisions of Section 10.4(b) .

(b) Each Member agrees that all Confidential Information shall be kept confidential by such Member and shall not be disclosed by such Member in any manner whatsoever and shall be used by such Member solely for purposes related to its investment in the Company; provided , however , that (i) any of such Confidential Information may be disclosed to

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such Member’s Affiliates, to Persons who are (or are prospective) beneficial owners of equity interests in such Member and to managers, directors, officers, employees and authorized representatives (including attorneys, accountants, consultants and financial advisors) of such Member and of such Member’s Affiliates, in each case, who need to know the information as reasonably determined by such Member (collectively, for purposes of this Section 10.4(b) , “ Representatives ”), each of which Affiliates, Members and Representatives shall be bound by the provisions of this Section 10.4(b) ; (ii) any of such Confidential Information may be disclosed as otherwise required by governmental regulatory agencies (including tax authorities in connection with an audit or similar examination of such Member), self-regulating bodies, law or legal process ( provided that any disclosure that is not to such a governmental regulatory agency shall, to the fullest extent permitted by law, require prior written notice thereof to the Managing Member), (iii) any disclosure of Confidential Information may be made to the extent to which the Company consents in writing; (iv) any disclosure may be made of the terms of a Member’s investment in the Company pursuant to this Agreement and the performance of that investment to the extent in compliance with applicable Law (whether in the Member’s investment performance reports or otherwise); (v) Confidential Information may be disclosed by a Member or Representative to the extent reasonably necessary in connection with such Member’s enforcement of its rights under this Agreement; and (vi) Confidential Information may be disclosed by any Member or Representative to the extent that the Member or Representative has received advice from its counsel that it is legally compelled to do so; provided that, to the extent permitted by Law, prior to making such disclosure, the Member or Representative, as the case may be, uses reasonable efforts to preserve the confidentiality of the Confidential Information, including consulting with the Company regarding such disclosure and, if reasonably requested by the Company, assisting the Company, at the Company’s expense, in seeking a protective order to prevent the requested disclosure; and provided , further , that the Member or Representative, as the case may be, discloses only that portion of the Confidential Information as is, based on the advice of its counsel, legally required. Each Member shall be responsible for any breach of this Section 10.4(b) by its Representatives.

(c) The obligations of a Member pursuant to this Section 10.4 will continue following the time such Person ceases to be a Member. Each Member acknowledges that disclosure of Confidential Information in violation of this Section 10.4 may cause irreparable damage to the Company and the Members for which monetary damages are inadequate, difficult to compute, or both. Accordingly, each Member consents to the issuance of an injunction or the enforcement of other equitable remedies against such Member at the suit of an aggrieved party without the posting of any bond or other security and without a requirement to prove that such party has no adequate remedy at law, to compel specific performance of all of the terms of this Section 10.4 .

(d) Notwithstanding the foregoing, CEC and its Subsidiaries, as applicable, are expressly entitled to information relating to the Company, including Confidential Information, in connection with the Management Services Agreement and nothing in this Agreement shall restrict the receipt and use of such information by CEC and its Subsidiaries, as applicable. If the terms of this Agreement conflict with those of the Management Services Agreement with regard to information relating to the Company, the terms of the Management Services Agreement shall govern.

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ARTICLE 11

TAXES

11.1 Tax Returns . The Company shall prepare and timely file all U.S. federal, state and local, and foreign tax returns required to be filed by the Company. Unless otherwise agreed by the Managing Member, any income tax return of the Company shall be prepared by an independent public accounting firm of recognized national standing selected by the Managing Member. Each Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is necessary to enable the Company’s tax returns to be timely prepared and filed. The Company shall use commercially reasonable efforts to deliver by March 15 (and, in any event, will deliver not later than July 31) of each year, to each Person who was a Member at any time during the previous year, all information reasonably necessary for the preparation of such Person’s U.S. federal income tax returns and any state, local and foreign income tax returns which such Person is required to file as a result of the Company being engaged in a trade or business within such state, local or foreign jurisdiction, including a statement showing such Person’s share of income, gains, losses, deductions, and credits for such year for U.S. federal income tax purposes (and, if applicable, state, local of foreign income tax purposes). The Company shall bear the costs of the preparation and filing of its tax returns. Each Member shall take reporting positions on their respective income tax returns consistent with the positions determined for the Company by the Managing Member and the Schedule K-1 issued by the Company to such Member; unless such Member provides a written opinion of nationally recognized public accountant firm or other tax counsel reasonably acceptable to the Managing Member, that the position determined for the Company by the Managing Member does not meet a “more likely than not” standard. Each Member shall be responsible for any and all taxes on the amount of taxable income of the Company allocated to such Member pursuant to this Agreement and, unless otherwise agreed in writing by the Managing Member, shall indemnify the Company for any liability for such Member’s taxes imposed on the Company.

11.2 Tax Partnership . It is the intention of the Members that the Company be classified as a partnership for U.S. federal income tax purposes. Unless otherwise determined by the Managing Member, neither the Company nor any Member shall make an election for the partnership to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law or to be classified as other than a partnership pursuant to Regulation §301.7701-3.

11.3 Tax Elections . The Company shall make the following elections on the appropriate forms or tax returns:

(a) to adopt the calendar year as the Company’s taxable year, if permitted under the Code;

(b) to adopt the accrual method of accounting and to keep the Company’s books and records on such basis for U.S. federal income tax purposes;

(c) to elect to amortize the organizational expenses of the Company as permitted by Code Section 709(b);

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(d) if a valid election to adjust the basis of the Company’s properties under Code Section 754 is not in effect and a transfer of Units as described in Code Section 743 occurs, on request by notice from any Member, to elect pursuant to Code Section 754, to adjust the basis of the Company’s properties;

(e) if a distribution of the Company’s property as described in Code Section 734 occurs, to elect, pursuant to Code Section 754, to adjust the basis of the Company’s properties;

(f) to elect pursuant to Section 6231(a)(1)(B)(ii) of the Code to have Section 6231(a)(1)(B)(i) of the Code not apply to the Company; and

(g) any other election the Managing Member may deem appropriate.

11.4 Tax Matters Member .

(a) The tax matters partner of the Company pursuant to Code Section 6231(a)(7) shall be CAC (the “ Tax Matters Member ”). The Tax Matters Member shall take such action as may be necessary to cause to the extent possible each other Member to become a notice partner within the meaning of Code Section 6231(a)(8). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.

(b) The Tax Matters Member may (i) commence a judicial action (including filing a petition as contemplated in Code Section 6226(a) or 6228) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Code Section 6226(b); (iv) file any request contemplated in Code Section 6227(b); or (v) enter into an agreement extending the period of limitations as contemplated in Code Section 6229(b)(1)(B). The Members shall (at the Company’s expense) provide reasonable assistance to and shall reasonably cooperate with the Tax Matters Member as the Tax Matters Member shall reasonably request in connection with any IRS (or other applicable tax authority) audit or other proceeding, it being understood that this sentence shall not limit the Member’s rights and obligations under this Section 11.4 .

(c) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. The Tax Matters Member shall file the request for the administrative adjustment on behalf of all the Members. If such consent is not obtained within 30 days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226 or 6228 or other Code Section with respect to any item involving the Company shall notify the other Members in advance of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. Any

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Member that enters into a settlement agreement with respect to any Company item (within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within ninety (90) days from the date of the settlement.

(d) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

11.5 Survival . The provisions of this Article 11 shall survive the termination of the Company or the termination of any Member’s interest in the Company and will remain binding on the Members for the period of time necessary to resolve with the IRS or other tax agency any and all income tax matters relating to the Company.

ARTICLE 12

DISSOLUTION, WINDING UP AND TERMINATION

12.1 Dissolution .

(a) The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following (each, a “ Liquidation Event ”): (i) upon the expiration of the Term, unless otherwise agreed by CEC and the Managing Member, (ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by the Act, (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act, (iv) the sale, license, lease, transfer or monetization of all or substantially all of the Company’s assets, and (v) the determination of the Managing Member to dissolve and wind up the Company, with the consent of the CAC Board in accordance with Section 8.1(e) , at any time following the fifth anniversary of the Effective Date but prior to the Expiration of the Term.

(b) Except as otherwise provided in this Section 12.1 , to the maximum extent permitted by the Act, the death, retirement, resignation, expulsion, Bankruptcy or dissolution of a Member shall not constitute a Liquidation Event and, notwithstanding the occurrence of any such event or circumstance, the business of the Company shall be continued without dissolution.

12.2 Distribution of Liquidation Proceeds . Upon the occurrence of a Liquidation Event, the Managing Member will take full account of the Company’s liabilities and assets, and the Company’s assets will be liquidated as promptly as is consistent with obtaining the fair value thereof, subject to applicable gaming regulatory Laws (“ Liquidation ”). Additionally, assets of the Company may, from time to time, be sold or otherwise disposed of, either in a single transaction or a series of transactions, at a fair value greater than or equal to $20,000,000 (such transaction or transactions, a “ Partial Liquidation ”). The proceeds from any Liquidation or Partial Liquidation will be applied and distributed in the following order:

(a) First , to the payment and discharge of all of the Company’s debts and liabilities (including debts and liabilities to the Members, to the extent permitted by Law), whether by payment or the making of reasonable provision for payment thereof;

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(b) Second , 100% to the holders of Class A Units (pro rata based on the relative amounts distributable to each such holder pursuant to this Section 12.2(b) ) until the aggregate amount distributed in respect of each Class A Unit pursuant to this clause (b)  and Section 6.3 hereof (inclusive of any amounts previously received in respect of each such Class A Unit pursuant to this clause (b) ) equals the Class A Liquidation Preference Amount in respect of each such Class A Unit as of the date of such distribution;

(c) Third , 100% to the holders of Class B Units (pro rata based on the relative amounts distributable to each such holder pursuant to this Section 12.2(c) ) until the aggregate amount distributed in respect of each Class B Unit pursuant to this clause (c)  and Section 6.3 hereof (and in the case of a Class B Unit that was converted from a Class A Unit, pursuant to clause (b)  of this Section 12.2 in respect of such Unit) (inclusive of any amounts previously received in respect of each such Class B Unit pursuant to this clause (c) ) equals (i) with respect to any Class B Units held by any Member other than CAC, the Class B Member Unit Amount in respect of each such Class B Unit as of the date of such distribution, and (ii) with respect to any Class B Units held by CAC, the Class B CAC Unit Amount in respect of each such Class B Unit as of the date of such distribution; and

(d) Thereafter , 100% to the Members in accordance with Section 6.3 .

To the extent any Member receives an amount pursuant to clauses (b) , (c)  or (d)  of this Section 12.2 that exceed such Member’s Adjusted Capital Account (after taking into account all adjustments, contributions and distributions made prior to the Liquidation), such excess shall be treated as a “guaranteed payment” made to such Member within the meaning of Section 707(c) of the Code.

12.3 Liquidation Committee; Liquidation Structures .

(a) Upon the occurrence of a Liquidation Event, the Company will form a committee that will include two representatives from CEC and two representatives from the Managing Member (the “ Liquidation Committee ”). The Liquidation Committee, acting by a majority of its members, will be responsible for determining the structure pursuant to which the Company will effect a liquidating distribution pursuant to Section 12.2 and dispose of or otherwise monetize the Company or its assets or other similar transaction that provides liquidity to the holders of Units, including, without limitation, a transaction involving the sale, exchange or other disposition of the CAC Shares as further described below in Section 12.3(b) (a “ Liquidity Transaction ”).

(b) The Liquidation Committee will use commercially reasonable efforts to (x) identify a structure for one or more Liquidity Transactions that will be attractive to prospective buyers or counterparties (“ Prospective Buyers ”), (y) consider the tax consequences of any such structure to the CAC Stockholders and the Members (other than CAC) and endeavor to make such structures tax efficient for CAC and CEC, and (z) endeavor to maximize the investment returns to the CAC Stockholders and the Members (other than CAC). Such structures may include, but are not limited to, (i) a sale of the entire Company or one or more of its assets, businesses, properties or Subsidiaries in one or more transactions, (ii) a sale of all of the CAC Shares and all of the Class B Units of the Company, or (iii) a sale of some combination

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of the CAC Shares and the Units of the Company. In connection with any Liquidity Transaction, notwithstanding anything to the contrary set forth herein (except Section 12.4 ), the Liquidation Committee shall have full and complete authority and discretion to cause the Company and the Members to take such actions as are necessary or appropriate in the discretion of the Liquidation Committee to effect any Liquidity Transaction, including, without limitation, requiring any CEC Member to participate in a CAC Exchange with respect to all or any portion of its Class B Units in accordance with Section 7.4 and then require the sale of all of the CAC Shares issued in connection with such CAC Exchange. Without limiting the foregoing, the parties intend that proceeds from any Liquidity Transaction shall be distributed in a manner consistent with the provisions of Section 12.2 , and for the purposes thereof, any Class A Common Shares will be treated as Class A Units and any Class B Common Shares will be treated as Class B Units. The Managing Member shall have the full authority to interpret any provision of this Agreement in order to effect the foregoing intention.

(c) In connection with any Liquidity Transaction, each Member agrees (i) to cooperate in good faith with each other, the Liquidation Committee and any Prospective Buyers in order to effectuate any such Liquidity Transaction as directed by the Liquidation Committee, and (ii) to take such actions as directed by the Liquidation Committee in connection with any such Liquidity Transaction, including, without limitation, (x) voting its Units or CAC Shares as directed by the Liquidation Committee, waiving dissent or appraisal rights in respect of its Units or CAC Shares, granting consents or approvals in respect of its Units or CAC Shares as directed by the Liquidation Committee or, if directed by the Liquidation Committee, granting proxies in respect of its Units or CAC Shares to the Liquidation Committee to vote its Units or CAC Shares in connection with such Liquidity Transaction, (y) entering into agreements, instruments and other documentation in connection with such Liquidity Transaction; provided that no Member shall be required to indemnify any Prospective Buyer for any liabilities of the Company, other than customary representations related to the Members, including, without limitation, ownership of and title to the Units or CAC Shares, as applicable, authorization, execution and delivery, and (z) making and approving appropriate amendments to this Agreement. Without limiting the foregoing, in making any decisions in respect of any Liquidity Transaction, the Liquidation Committee shall be required to consider for each different proposal with respect to any such Liquidity Transaction(s) (each, a “ Proposal ”), (i) the interests of the Members (other than CAC) and the amounts that would be received by the Members (other than CAC) per Unit as a result of any such Liquidity Transaction, and (ii) the interests of the CAC Stockholders and the amounts that would be received by the CAC Stockholders (directly or indirectly) per CAC Share as a result of any such Liquidity Transaction.

(d) If the Liquidation Committee is unable to reach a decision in accordance with this Agreement with respect to any aspect of the structure of any Liquidity Transaction, the Liquidation Committee will first consult with the senior-most CEC and CAC executives and board members, and thereafter, if such matter is not resolved, such matter shall be submitted to arbitration to be conducted in Las Vegas, Nevada by a board of three arbitrators. Each of the Company, the Members and the Liquidation Committee agree that in making any decision the arbitrators shall be required to (x) consider for each different Proposal, (i) the interests of the Members (other than CAC) and the amounts that would be received by the Members (other than CAC) per Unit as a result of any such Liquidity Transaction, (ii) the interests of the CAC Stockholders and the amounts that would be received by the CAC Stockholders (directly or

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indirectly) per CAC Share as a result of any such Liquidity Transaction, and (iii) the percentage diminution of the consideration expected to be received in connection with each such Proposal on a per Unit or per CAC Share basis, as the case may be (the “ Diminution Percentage ”), that would result from choosing one Proposal over another Proposal, and (y) resolve such dispute in favor of the Proposal which is likely to result in the lesser Diminution Percentage for the party that did not originally make such Proposal to the Liquidation Committee. All decisions by the arbitrators shall be binding upon the Liquidation Committee, the Company and the Members.

12.4 Liquidation Approval Right . Notwithstanding anything to the contrary in this Agreement, including, without limitation, Section 12.3 , in connection with any Liquidation, the prior written consent of the Managing Member shall be required for any sale or other monetization of assets of the Company that would not exceed the greater of (x) the book value of the Company, and (y) the Appraised Value of the Company as determined by an Appraiser selected by the Managing Member in its discretion.

12.5 Deficit Capital Accounts . No Member shall be required to pay to the Company, to any other Member or to any third party any deficit balance which may exist from time to time in the Member’s Capital Account.

12.6 Certificate of Cancellation . On completion of the distribution of Company assets as provided herein, the Managing Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 , and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease.

12.7 Return of Contribution Nonrecourse to Other Members . Except as provided by Law, upon dissolution, each Member will look solely to the assets of the Company for the return of the Member’s Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the Capital Contribution of any Members, such Member will have no recourse against any other Member.

ARTICLE 13

GAMING MATTERS AND COMPLIANCE WITH LAWS

13.1 Definitions . For purposes of this Article 13 , the following terms shall have the meanings specified below:

(a) “ Affiliate ” (and derivatives of such term) shall have the meaning ascribed to such term under Rule 12b-2 promulgated by the SEC under the Exchange Act.

(b) “ Affiliated Company ” shall mean any partnership, corporation, limited liability company, trust or other entity directly or indirectly Affiliated or under common Ownership or Control with the Company including, without limitation, any Subsidiary, holding company or intermediary company (as those or similar terms are defined under the Gaming Laws of any applicable Gaming Jurisdictions), in each case that is registered or licensed under applicable Gaming Laws.

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(c) “ Control ” (and derivatives of such term) (i) with respect to any Person, shall have the meaning ascribed to such term under Rule 12b-2 promulgated by the SEC under the Exchange Act, (ii) with respect to any Interest, shall mean the possession, directly or indirectly, of the power to direct, whether by agreement, contract, agency or otherwise, the voting rights or disposition of such Interest, and (iii) as applicable, the meaning ascribed to the term “control” (and derivatives of such term) under the Gaming Laws of any applicable Gaming Jurisdictions).

(d) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(e) “ Gaming ” or “ Gaming Activities ” shall mean the conduct of gaming and gambling activities, race books and sports pools, or the use of gaming devices, equipment and supplies in the operation of a casino, simulcasting facility, card club or other enterprise, including, without limitation, slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, cashless wagering systems, mobile gaming systems, social online gaming, online real money gaming, poker tournaments, inter-casino linked systems and related and associated equipment, supplies and systems.

(f) “ Gaming Authorities ” shall mean all international, national, foreign, domestic, federal, state, provincial, regional, local, tribal, municipal and other regulatory and licensing bodies, instrumentalities, departments, commissions, authorities, boards, officials, tribunals and agencies with authority over or responsibility for the regulation of Gaming within any Gaming Jurisdiction.

(g) “ Gaming Jurisdictions ” shall mean all jurisdictions, domestic and foreign, and their political subdivisions, in which Gaming Activities are or may be lawfully conducted, including, without limitation, all Gaming Jurisdictions in which the Company or any of the Affiliated Companies currently conducts or may in the future conduct Gaming Activities.

(h) “ Gaming Laws ” shall mean all laws, statutes and ordinances pursuant to which any Gaming Authority possesses regulatory, permit and licensing authority over the conduct of Gaming Activities, or the Ownership or Control of an Interest in an entity which conducts Gaming Activities, in any Gaming Jurisdiction, all orders, decrees, rules and regulations promulgated thereunder, all written and unwritten policies of the Gaming Authorities and all written and unwritten interpretations by the Gaming Authorities of such laws, statutes, ordinances, orders, decrees, rules, regulations and policies.

(i) “ Gaming Licenses ” shall mean all licenses, permits, approvals, orders, authorizations, registrations, findings of suitability, franchises, exemptions, waivers, concessions and entitlements issued by any Gaming Authority necessary for or relating to the conduct of Gaming Activities by any Person or the Ownership or Control by any Person of an Interest in an entity that conducts or may in the future conduct Gaming Activities.

(j) “ Interest ” shall mean the stock or other securities of an entity or any other interest or financial or other stake therein, including, without limitation, the Securities.

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(k) “ Own ” or “ Ownership ” (and derivatives of such terms) shall mean (i) ownership of record, (ii) “beneficial ownership” as defined in Rule 13d-3 or Rule 16a-1(a)(2) promulgated by the SEC under the Exchange Act, and (iii) as applicable, the meaning ascribed to the terms “own” or “ownership” (and derivatives of such terms) under the Gaming Laws of any applicable Gaming Jurisdictions.

(l) “ Person ” shall mean an individual, partnership, corporation, limited liability company, trust or any other entity.

(m) “ Redemption Date ” shall mean the date set forth in the Redemption Notice by which the Securities Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person are to be redeemed by the Company or any of its Affiliated Companies, which redemption date shall be determined in the sole and absolute discretion of the Managing Member but which shall in no event be fewer than 45 calendar days following the date of the Redemption Notice, unless (i) otherwise required by a Gaming Authority or pursuant to any applicable Gaming Laws, (ii) prior to the expiration of such 45-day period, the Unsuitable Person shall have sold (or otherwise fully transferred or otherwise disposed of its Ownership of) its Securities to a Person that is not an Unsuitable Person (in which case, such Redemption Notice will only apply to those Securities that have not been sold or otherwise disposed of) by the selling Unsuitable Person and, commencing as of the date of such sale, the purchaser or recipient of such Securities shall have all of the rights of a Person that is not an Unsuitable Person), or (iii) the cash or other Redemption Price necessary to effect the redemption shall have been deposited in trust for the benefit of the Unsuitable Person or its Affiliate and shall be subject to immediate withdrawal by such Unsuitable Person or its Affiliate upon (x) surrender of the certificate(s) evidencing the Securities to be redeemed accompanied by a duly executed stock power or assignment or (y) if the Securities are uncertificated, upon the delivery of a duly executed assignment or other instrument of transfer.

(n) “ Redemption Notice ” shall mean that notice of redemption delivered by the Company pursuant to this Article to an Unsuitable Person or an Affiliate of an Unsuitable Person if a Gaming Authority so requires the Company, or if the Managing Member deems it necessary or advisable, to redeem such Unsuitable Person’s or Affiliate’s Securities. Each Redemption Notice shall set forth (i) the Redemption Date, (ii) the number and type of Securities to be redeemed, (iii) the Redemption Price and the manner of payment therefor, (iv) the place where any certificates for such Securities shall be surrendered for payment, and (v) any other requirements of surrender of the certificates, including how such certificates are to be endorsed, if at all.

(o) “ Redemption Price ” shall mean the price to be paid by the Company for the Securities to be redeemed pursuant to this Article, which shall be that price (if any) required to be paid by the Gaming Authority making the finding of unsuitability, or if such Gaming Authority does not require a certain price to be paid (including if the finding of unsuitability is made by the Managing Member alone), that amount determined by the Managing Member to be the fair value of the Securities to be redeemed; provided, that unless a Gaming Authority requires otherwise, the Redemption Price shall in no event exceed (i) the lowest closing price of such Securities reported on any of the domestic securities exchanges on which such Securities are listed on the date of the Redemption Notice or, if there have been no sales on any such exchange

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on such day, the average of the highest bid and lowest ask prices on all such exchanges at the end of such day, or (ii) if such Securities are not then listed for trading on any national securities exchange, then the mean between the representative bid and the ask price as quoted by another generally recognized reporting system, or (iii) if such Securities are not so quoted, then the average of the highest bid and lowest ask prices on such day in the domestic over-the-counter market as reported by Pink OTC Markets Inc. or any similar successor organization, or (v) if such Securities are not quoted by any recognized reporting system, then the fair value thereof, as determined in good faith and in the reasonable discretion of the Managing Member. The Company may pay the Redemption Price in any combination of cash and/or promissory note as required by the applicable Gaming Authority and, if not so required (including if the finding of unsuitability is made by the Managing Member alone), as determined by the Managing Member, provided, that in the event the Company elects to pay all or any portion of the Redemption Price with a promissory note, such promissory note shall have a term of ten years, bear interest at a rate equal to three percent (3%) per annum and amortize in 120 equal monthly installments, and shall contain such other terms and conditions as the Managing Member determines, in its discretion, to be necessary or advisable.

(p) “ SEC ” shall mean the U.S. Securities and Exchange Commission.

(q) “ Securities ” shall mean the Units of the Company and the capital stock, member’s interests or membership interests, partnership interests or other equity securities of any Affiliated Company.

(r) “ Transfer ” shall mean the sale and every other method, direct or indirect, of transferring or otherwise disposing of an Interest, or the Ownership, Control or possession thereof, or fixing a lien thereupon, whether absolutely or conditionally, voluntarily or involuntarily, by or without judicial proceedings, as a conveyance, sale, payment, pledge, mortgage, lien, encumbrance, gift, security, or otherwise (including by merger or consolidation).

(s) “ Unsuitable Person ” shall mean a Person who (i) fails or refuses to file an application, or has withdrawn or requested the withdrawal of a pending application, to be found suitable by any Gaming Authority or for any Gaming License, (ii) is denied or disqualified from eligibility for any Gaming License by any Gaming Authority, (iii) is determined by a Gaming Authority to be unsuitable or disqualified to Own or Control any Securities, (iv) is determined by a Gaming Authority to be unsuitable to be Affiliated, associated or involved with a Person engaged in Gaming Activities in any Gaming Jurisdiction, (v) causes any Gaming License of the Company or any Affiliated Company to be lost, rejected, rescinded, suspended, revoked or not renewed by any Gaming Authority, or causes the Company or any Affiliated Company to be threatened by any Gaming Authority with the loss, rejection, rescission, suspension, revocation or non-renewal of any Gaming License (in each of (ii) through (v) above, regardless of whether such denial, disqualification or determination by a Gaming Authority is final and/or non-appealable), or (vi) is deemed likely, in the sole and absolute discretion of the Managing Member, to (A) preclude or materially delay, impede, impair, threaten or jeopardize any Gaming License held by the Company or any Affiliated Company or the Company’s or any Affiliated Company’s application for, right to the use of, entitlement to, or ability to obtain or retain, any Gaming License, (B) cause or otherwise result in, the disapproval, cancellation, termination, material adverse modification or non-renewal of any material contract to which the Company or

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any Affiliated Company is a party, or (C) cause or otherwise result in the imposition of any materially burdensome or unacceptable terms or conditions on any Gaming License of the Company or any Affiliated Company.

13.2 Compliance with Gaming Laws . All Securities shall be held subject to the restrictions and requirements of all applicable Gaming Laws. All Persons Owning or Controlling Securities shall comply with all applicable Gaming Laws, including any provisions of such Gaming Laws that require such Person to file applications for Gaming Licenses with, and provide information to, the applicable Gaming Authorities. Any Transfer of Securities may be subject to the prior approval of the Gaming Authorities and/or the Company or the applicable Affiliated Company, and any purported Transfer thereof in violation of such requirements shall be void ab initio.

13.3 Ownership Restrictions . Any Person who Owns or Controls five percent (5%) or more of any class or series of the Company’s Securities shall promptly notify the Company of such fact. In addition, any Person who Owns or Controls any shares of any class or series of the Company’s Securities may be required by Gaming Law to (1) provide to the Gaming Authorities in each Gaming Jurisdiction in which the Company or any Subsidiary thereof either conducts Gaming or has a pending application for a Gaming License all information regarding such Person as may be requested or required by such Gaming Authorities and (2) respond to written or oral questions or inquiries from any such Gaming Authorities. Any Person who Owns or Controls any shares of any class or series of the Company’s Securities, by virtue of such Ownership or Control, consents to the performance of any personal background investigation that may be required by any Gaming Authorities.

13.4 Finding of Unsuitability.

(a) The Securities Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person shall be redeemable by the Company or the applicable Affiliated Company, out of funds legally available therefor, as directed by a Gaming Authority and, if not so directed, as and to the extent deemed necessary or advisable by the Managing Member, in which event the Company shall deliver a Redemption Notice to the Unsuitable Person or its Affiliate and shall redeem or purchase or cause one or more Affiliated Companies to purchase the Securities on the Redemption Date and for the Redemption Price set forth in the Redemption Notice. From and after the Redemption Date, such Securities shall no longer be deemed to be outstanding, such Unsuitable Person or Affiliate of such Unsuitable Person shall cease to be a stockholder, member, partner or owner, as applicable, of the Company and/or Affiliated Company with respect to such Securities, and all rights of such Unsuitable Person or Affiliate of such Unsuitable Person in such Securities, other than the right to receive the Redemption Price, shall cease. In accordance with the requirements of the Redemption Notice, such Unsuitable Person or its Affiliate shall surrender the certificate(s), if any, representing the Securities to be so redeemed.

(b) Commencing on the date that a Gaming Authority serves notice of a determination of unsuitability or disqualification of a holder of Securities, or the Managing Member otherwise determines that a Person is an Unsuitable Person, and until the Securities Owned or Controlled by such Person are Owned or Controlled by a Person who is not an

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Unsuitable Person, it shall be unlawful for such Unsuitable Person or any of its Affiliates to and such Unsuitable Person and its Affiliates shall not: (i) receive any dividend, payment, distribution or interest with regard to the Securities, (ii) exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such Securities, and such Securities shall not for any purposes be included in the Securities of the Company or the applicable Affiliated Company entitled to vote, or (iii) receive any remuneration that may be due to such Person, accruing after the date of such notice of determination of unsuitability or disqualification by a Gaming Authority, in any form from the Company or any Affiliated Company for services rendered or otherwise, or (iv) be or continue as a manager, officer, partner or director of the Company or any Affiliated Company.

13.5 Notices . All notices given by the Company or an Affiliated Company pursuant to this Article, including Redemption Notices, shall be in writing and shall be deemed given when delivered by personal service, overnight courier, first-class mail, postage prepaid, addressed to the Person at such Person’s address as it appears on the books and records of the Company or Affiliated Company.

13.6 Indemnification . Any Unsuitable Person and any Affiliate of an Unsuitable Person shall indemnify and hold harmless the Company and its Affiliated Companies for any and all losses, costs, and expenses, including attorneys’ costs, fees and expenses, incurred by the Company and its Affiliated Companies as a result of, or arising out of, the finding of unsuitability of such Unsuitable Person, such Unsuitable Person’s continuing Ownership or Control of Securities, failure or refusal to comply with the provisions of this Article, or failure to divest himself, herself or itself of any Securities when and in the specific manner required by the Gaming Authorities or this Article.

13.7 Injunctive Relief . The Company shall be entitled to injunctive or other equitable relief in any court of competent jurisdiction to enforce the provisions of this Article and each Person who Owns or Controls Securities shall be deemed to have consented to injunctive or other equitable relief and acknowledged, by virtue of such Ownership or Control, that the failure to comply with this Article will expose the Company and the Affiliated Companies to irreparable injury for which there is no adequate remedy at law and that the Company and the Affiliated Companies shall be entitled to injunctive or other equitable relief to enforce the provisions of this Article.

13.8 Non-Exclusivity of Rights . The right of the Company or any Affiliated Company to redeem Securities pursuant to this Article shall not be exclusive of any other rights the Company or any Affiliated Company may have or hereafter acquire under any agreement, provision of the bylaws of the Company or such Affiliated Company or otherwise. To the extent permitted under applicable Gaming Laws, the Company shall have the right, exercisable in the sole discretion of the Managing Member, to propose that the parties, immediately upon the delivery of the Redemption Notice, enter into an agreement or other arrangement, including, without limitation, a divestiture trust or divestiture plan, which will reduce or terminate an Unsuitable Person’s Ownership or Control of all or a portion of its Securities.

13.9 Further Actions . Nothing contained in this Article shall limit the authority of the Managing Member to take such other action, to the extent permitted by law, as it deems

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necessary or advisable to protect the Company or the Affiliated Companies from the denial or loss or threatened denial or loss of any Gaming License of the Company or any of its Affiliated Companies. Without limiting the generality of the foregoing, the Managing Member may conform any provisions of this Article to the extent necessary to make such provisions consistent with Gaming Laws. In addition, the Managing Member may, to the extent permitted by law, from time to time establish, modify, amend or rescind bylaws, regulations, and procedures of the Company not inconsistent with the express provisions of this Article for the purpose of determining whether any Person is an Unsuitable Person and for the orderly application, administration and implementation of the provisions of this Article. Such procedures and regulations shall be kept on file with the Secretary of the Company, the secretary of each of the Affiliated Companies and with the transfer agent, if any, of the Company and/or any Affiliated Companies, and shall be made available for inspection and, upon reasonable request, mailed to any record holder of Securities.

13.10 Authority of the Managing Member . The Managing Member shall have exclusive authority and power to administer this Article and to exercise all rights and powers specifically granted to the Managing Member or the Company, or as may be necessary or advisable in the administration of this Article. All such actions which are done or made by the Managing Member in good faith shall be final, conclusive and binding on the Company and all other Persons; provided, that the Managing Member may delegate all or any portion of its duties and powers under this Article to a committee of the Board of Directors of the Managing Member as it deems necessary or advisable.

13.11 Severability . If any provision of this Article or the application of any such provision to any Person or under any circumstance shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Article.

13.12 Termination and Waivers . Except as may be required by any applicable Gaming Law or Gaming Authority, the Managing Member may waive any of the rights of the Company or any restrictions contained in this Article in any instance in which and to the extent the Managing Member determines that a waiver would be in the best interests of the Company. Except as required by a Gaming Authority, nothing in this Article shall be deemed or construed to require the Company to repurchase any Securities Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person.

13.13 Legend . The restrictions set forth in this Article shall be noted conspicuously on any certificate evidencing the Securities in accordance with the requirements of the DGCL and any applicable Gaming Laws.

13.14 Required New Jersey Charter Provisions.

(a) This Amended and Restated Limited Liability Company Agreement shall be deemed to include all provisions required by the New Jersey Casino Control Act, N.J.S.A. 5:12-1 et seq., as amended from time to time (the “ New Jersey Act ”) and, to the extent that anything contained herein or in the bylaws of the Company is inconsistent with the New Jersey Act, the provisions of the New Jersey Act shall govern. All provisions of the New Jersey Act, to the extent required by law to be stated in this Amended and Restated Limited Liability Company Agreement, are incorporated herein by this reference.

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(b) This Amended and Restated Limited Liability Company Agreement shall be subject to the provisions of the New Jersey Act and the rules and regulations of the New Jersey Casino Control Commission (the “ New Jersey Commission ”) promulgated thereunder. Specifically, and in accordance with the provisions of Section 82(d)(7) of the New Jersey Act, the Securities of the Company are held subject to the condition that, if a holder thereof is found to be disqualified by the New Jersey Commission pursuant to the provisions of the New Jersey Act, the holder must dispose of such Securities in accordance with Section 5.4(a) of this Article and shall be subject to Section 5.4(b) of this Article.

(c) Any newly elected or appointed director or officer of, or nominee to any such position with, the Company, who is required to qualify pursuant to the New Jersey Act, shall not exercise any powers of the office to which such individual has been elected, appointed or nominated until such individual has been found qualified to hold such office or position by the New Jersey Commission in accordance with the New Jersey Act or the New Jersey Commission permits such individual to perform duties and exercise powers relating to any such position pending qualification, with the understanding that such individual will be immediately removed from such position if the New Jersey Commission determines that there is reasonable cause to believe that such individual may not be qualified to hold such position.

ARTICLE 14

LENDER REQUIREMENTS

14.1 Lender Suitability . If any lender to the Company or a Member is determined by any applicable Gaming Authority to be unsuitable, the result of which is to threaten the revocation, suspension, termination or rescission of any Gaming Approvals, or result in any other penalty to the Company, or if, under such circumstances any Gaming Authority orders that the Company or a Member disassociate from a lender, such unsuitability shall be cured in accordance with Applicable Law or such lender shall be subject to any other remedies as shall be required by Applicable Law.

ARTICLE 15

GENERAL PROVISIONS

15.1 Offset . Whenever the Company is to pay or distribute any sum to any Member, any amounts that such Member, in its capacity as a Member, owes the Company may be deducted from that sum before payment or distribution.

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15.2 Notices .

(a) Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered or mailed by certified mail, return receipt requested, or nationally recognized overnight delivery service with proof of receipt maintained, at the following addresses (or any other address that any such party may designate by written notice to the other parties):

(i) if to the Company, at (unless the Company changes the address below):

(ii) if to a Member, at such Member’s address as provided to the Company.

Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by certified mail, be deemed received upon the earlier of actual receipt thereof or five (5) Business Days after the date of deposit in the United States mail, as the case may be; and shall, if delivered by nationally recognized overnight delivery service, be deemed received the first Business Day after the date of deposit with the delivery service.

(b) Whenever any notice is required to be given by Law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

15.3 Entire Agreement . This Agreement (including the Exhibits and Schedules) and the Management Services Agreement constitute the entire agreement of the Members relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

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15.4 Effect of Waiver or Consent . To the fullest extent permitted by Law, a waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. To the fullest extent permitted by Law, failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

15.5 Amendment or Modification . Except as otherwise provided herein, including, without limitation, Section 8.1(e) , this Agreement may be amended or modified from time to time only by a written instrument that is adopted by the Managing Member; provided that without the consent of CEC, this Agreement may not be amended in a manner that adversely affects the interests or rights of CEC or any CEC Member; and provided , further that without the consent of any Member to be adversely affected thereby, this Agreement may not be amended so as to (i) modify the limited liability of any Member, (ii) disproportionately and adversely affect the interest of such Member in any Net Profits or Net Losses, or (iii) require any Member to make any additional Capital Contribution to the Company without that Member’s prior written consent. Notwithstanding the foregoing, the issuance of any additional Units in accordance with this Agreement shall not be deemed to adversely affect the interest of any Member in any respect, including without limitation, in respect of Net Profits or Net Losses. Upon obtaining such approvals required by this Agreement and without any further action or execution by any other Person, (x) any amendment, restatement, modification or waiver of this Agreement shall be implemented and reflected in a writing executed solely by the Managing Member, and (y) the Members, and any other party to this Agreement, shall be deemed a party to and bound by such amendment, restatement, modification or waiver of this Agreement.

15.6 Binding Effect . Subject to the restrictions on Transfer set forth in this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the Company and each Member and their respective heirs, permitted successors, permitted assigns, permitted distributees, and legal representatives; and by their signatures hereto, the Company and each Member intends to and does hereby become bound. Except as expressly provided in Article 9 , nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective permitted successors and assigns any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained. The rights under this Agreement may be assigned by a Member to a Transferee of all or a portion of such Member’s Units transferred in accordance with the terms and conditions of this Agreement (and shall be assigned to the extent this Agreement requires such assignment), but only to the extent of such Units so Transferred; it being understood that the assignment of any rights under this Agreement shall not constitute admission to the Company as a Member unless and until such Transferee is duly admitted as a Member in accordance with the terms of this Agreement.

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15.7 Governing Law; Severability .

(a) This Agreement, and all rights and remedies in connection therewith, will be governed by, and construed under, the Laws of the State of Delaware, without regard to otherwise governing principles of conflicts of law (whether of the State of Delaware or otherwise) that would result in the application of the laws of any other jurisdiction.

(b) UNLESS OTHERWISE AGREED IN WRITING BY THE MANAGING MEMBER, EACH PARTY TO THIS AGREEMENT HEREBY CONSENTS TO THE JURISDICTION OF ANY UNITED STATES DISTRICT COURT OR DELAWARE STATE CHANCERY COURT LOCATED IN WILMINGTON, DELAWARE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER SUCH ACTIONS OR PROCEEDINGS ARE BASED IN STATUTE, TORT, CONTRACT OR OTHERWISE), SHALL BE LITIGATED IN SUCH COURTS. EACH PARTY (A) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR SUCH ACTIONS OR PROCEEDINGS, (B) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (C) AGREES THAT IT WILL NOT BRING ANY SUCH ACTION OR PROCEEDING IN ANY COURT OTHER THAN SUCH COURTS. UNLESS OTHERWISE AGREED IN WRITING BY THE MANAGING MEMBER, EACH PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE AND IRREVOCABLE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH ACTIONS OR PROCEEDINGS. A COPY OF ANY SERVICE OF PROCESS SERVED UPON THE PARTIES SHALL BE MAILED BY REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, EACH PARTY AGREES THAT SERVICE UPON THE APPROPRIATE PARTY BY REGISTERED MAIL SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. UNLESS OTHERWISE AGREED IN WRITING BY THE MANAGING MEMBER, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(c) In the event of a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in the agreement of a limited liability company (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter.

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(d) If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future Laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid, and enforceable.

15.8 Further Assurances . In connection with this Agreement and the transactions contemplated hereby, the Company and each Member shall execute and deliver all such future instruments and take such other and further action as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and the intention of the parties as expressed herein.

15.9 Waiver of Certain Rights . To the maximum extent permitted by applicable Law, each Member irrevocably waives any right it might have to maintain any action for dissolution of the Company, or to maintain any action for partition of the property of the Company.

15.10 Counterparts . This Agreement may be executed in any number of counterparts (including facsimile counterparts), all of which together shall constitute a single instrument.

15.11 Fees and Expenses . The Company shall reimburse CEC and the Managing Member for any expenses incurred by or on behalf of CEC or the Managing Member, as the case may be, in connection with the Rights Offering upon Effective Date. In addition, the Company shall reimburse the Managing Member from time to time as directed by the Managing Member for all costs, fees or expenses incurred by the Managing Member or other cash expenditures made by the Managing Member, including, without limitation, all costs, fees, expenses and other cash expenditures in connection with this Agreement, the management, operations and business of the Managing Member, the Company and its Subsidiaries, any Liquidity Transaction, the exercise of any CAC Exchange or Call Right, any Transfer, any registration pursuant to any Registration Rights Agreement or Resale Registration Rights Agreement and any raising of capital by the Managing Member, in each case, other than (x) without limiting Section 6.4 , U.S. federal, state and local income taxes, and (y) Capital Contributions made for the acquisition of Units.

[ Signature pages follow ]

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IN WITNESS WHEREOF, the Managing Member and the other Members have executed this Agreement as of the date first set forth above.

[Signature Page to the Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC]

[Signature Page to the Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC]

Exhibit 10.3

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (this “ Agreement ”) is dated as of October 21, 2013 (the “ Effective Date ”) and is made and entered into by and among Caesars Entertainment Operating Company, Inc., a Delaware corporation (the “ Service Provider ”), Caesars Acquisition Company, a Delaware corporation (“ CAC ”) and Caesars Growth Partners, LLC, a Delaware limited liability company (“ Growth Partners ”).

RECITALS

A. The Service Provider has experience in providing services to gaming and related businesses.

B. On or about the date hereof, CAC, Growth Partners, Caesars Entertainment Corporation, a Delaware corporation (“ CEC ”), and certain subsidiaries of CEC entered into that certain Transaction Agreement (the “ Transaction Agreement ”), pursuant to which Growth Partners agreed to acquire, via contribution and sale, certain assets originally held by CEC or certain of its subsidiaries.

C. CAC and Growth Partners desire to engage the Service Provider to provide the services set forth herein, and the Service Provider is willing to perform such services, in each case, on the terms and under the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intention of being bound by this Agreement, the parties agree as follows:

ARTICLE I.

DEFINITIONS

1.01 Definitions . The following defined terms are used in this Agreement:

“ Affiliate ” shall mean, when used with reference to a specific Person:

(i) any Person who is an officer, partner, manager, member or trustee of, or serves in a similar capacity with respect to, the specified Person;

(ii) any partnership, limited liability company, corporation, trust or other entity of which the specified Person is a general partner, officer, Service Provider, managing member, trustee or serves in a similar capacity or is directly or indirectly the owner of a majority of the partnership interests, limited liability company interests, a majority of a class of equity securities (in the case of publicly held securities, any portion of a class of such securities aggregating at least five percent (5%) of such securities), or in which such Person has a majority beneficial interest;

(iii) any Person (or any officer, general partner, Service Provider, managing member or trustee, or, one who serves in a similar capacity with respect to such Person) that directly or indirectly through one or more intermediaries Controls or is Controlled by or under common Control with such specified Person; and/or

(iv) when used in reference to any of the parties hereto, any Person that directly or indirectly through one or more intermediaries Controls or is Controlled by or is under common Control with any one or more of the beneficial owners of such party hereto.

“ Affiliated Entities ” shall mean entities which (i) are not wholly owned by the Service Provider or its subsidiaries and (ii) own facilities which are managed by the Service Provider or its subsidiaries (i.e., joint venture partners which own facilities managed by the Service Provider or its subsidiaries).

“ Agreement ” is defined in the preamble.

“ Annual Plan Confirmation ” is defined in Section 3.04(a) .

“ Applicable Laws ” shall mean all laws, rules, regulations and orders of the United States of America and all states, counties and municipalities in which the Service Provider and the respective Recipients conduct business.

“ Bank Accounts ” is defined in Section 3.05(a) .

“ Business Days ” shall mean all weekdays except those that are official holidays of employees of the United States government. Unless specifically stated as “ Business Days, ” a reference in this Agreement to “days” means calendar days.

“ CAC ” is defined in the preamble.

“ CEC ” is defined in the recitals.

“ Competitor ” shall mean, as of the date of a proposed disclosure under Section 10.03 , any Person (other than the Service Provider, Recipient and any of their Affiliates) that is engaged, or is an Affiliate of a Person that is engaged, in the business ownership or operation of a Gaming business.

“ Control ” shall mean the ability, whether by the direct or indirect ownership of an equity interest, by contract or otherwise, to:

(i) in the case of a corporation, elect a majority of the directors of a corporation;

(ii) in the case of a partnership, select the managing partner of a partnership, or direct the votes of the partner or partners with authority to make decisions on behalf of the partnership;

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(iii) in the case of a limited partnership, select or direct the votes of the sole general partner, all of the general partners to the extent that each has management control and authority, or the managing general partner or managing general partners thereof;

(iv) in the case of a limited liability company, select or direct the votes of the managing member(s) or manager(s) thereof; and

(v) otherwise, to select, or to remove and select, a majority of those Persons exercising governing authority over an entity.

“ Controls ” and “ Controlled ” shall have correlative meanings to “ Control .”

“ Cost Center ” is defined in Section 5.01 .

“ Current Allocation Spreadsheet ” is defined in Section 3.04(a) .

“ Direct Charges ” shall mean any amounts payable to third parties that are arranged or managed by the Service Provider for the account of a Recipient and are charged directly by the third party to such Recipient; provided that no cost included in any Cost Center set forth in the Annual Plan shall be a “Direct Charge”.

“ Effective Date ” is defined in the preamble.

“ Event of Default ” is defined in Section 9.01 .

“ Existing Bank Accounts ” is defined in Section 3.05(a) .

“ GAAP ” shall mean those conventions, rules, procedures and practices, consistently applied, affecting all aspects of recording and reporting financial transactions which are generally accepted by major independent accounting firms in the United States at the time in question. Any financial or accounting terms not otherwise defined herein shall be construed and applied according to GAAP.

“ Gaming ” shall mean casinos, slot machines, video lottery terminals, racetracks, racinos, pari mutual wagering, social online and mobile gaming, online real money gaming, interactive gaming, poker tournaments and any other form of wagering or other gaming activities that may be authorized from time to time by Applicable Law in a particular jurisdiction.

“ Gaming Authority ” shall mean any gaming control board or regulatory authority governing gaming in states or countries in which any Recipient or its Affiliates currently conducts or in the future may conduct Gaming operations.

“ Gaming Taxes ” shall mean any tax imposed on Gaming activities by any Gaming Authorities.

“ Growth Partners ” is defined in the preamble.

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“ Licensed Activities ” is defined in Section 3.07(b) .

“ Logo ” is defined in Section 3.07(b) .

“ Management Agreements ” shall mean (i) the Hotel and Casino Management Agreement, dated as of February 19, 2010, between PHW Las Vegas, LLC (as assigned to PHWLV, LLC on the Effective Date) and PHW Manager, LLC (as such document may be amended from time to time), (ii) the Management Agreement, dated October 23, 2012, between CBAC Borrower, LLC and Caesars Baltimore Management Company, LLC (as such document may be amended from time to time), (iii) the Shared Services Agreement, dated as of May 1, 2009, between the Service Provider, HIE Holdings, Inc. and Caesars Interactive Entertainment, Inc. (as such document may be amended from time to time) and (iv) any newly negotiated agreements under which hotel and/or casino management services are provided to a subsidiary of CAC or Growth Partners in the case of future acquisitions or investments acquired after the date hereof.

“ New Bank Accounts ” is defined in Section 3.05(a) .

“ Person ” shall mean any individual, partnership, limited partnership, limited liability company, corporation, unincorporated association, joint venture, trust generated entity or other entity.

“ Prohibited Person ” means any Person that: (i) is a Competitor; (ii) is generally recognized in the community as being a Person of ill repute or who has or is reasonably believed to have an adverse reputation or character, in either case which is more likely than not to (A) have a material adverse effect on the Service Provider, CEC or any of their respective Affiliates or (B) make such Person unsuitable under any laws pertaining to Gaming to hold a Gaming license or to be associated with a Gaming licensee or otherwise jeopardizes any of the Gaming licenses of the Service Provider, CEC or any of their respective Affiliates; or (iii) is a Person that is more likely than not to jeopardize the ability of the Service Provider, CEC or any of their respective Affiliates to hold a Gaming license or to be associated with a Gaming licensee under any laws of any Gaming Authorities (excluding any Gaming Authority established by any Native American tribe).

“ Project ” is defined in Section 3.15 .

“ Project Development Costs ” is defined in Section 3.15 .

“ Proposed Annual Plan ” is defined in Section 3.04(a) .

“ Recipients ” shall mean CAC, Growth Partners, and each of their current and future subsidiaries.

“ Service Provider ” is defined in the preamble.

“ Service Provider Confidential Information ” shall mean information relating to the Service Provider’s business that derives value, actual or potential, from not being generally known to others (including information disclosed to the Service Provider by the Service

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Provider’s service providers and licensors under an obligation of confidentiality), including all manuals, Service Provider Proprietary Information and Systems, fees and terms of all Services, and any documents and information specifically designated by the Service Provider orally or in writing as confidential or by its nature would reasonably be understood to be confidential or proprietary, to which any Recipient obtains access by virtue of the relationship between the parties.

“ Service Provider Proprietary Information and Systems ” is defined in Section 3.08(b) .

“ Services ” shall mean all of the services to be provided by the Service Provider to the Recipients as set forth in Article III of this Agreement.

“ Services Fee ” is defined in Section 5.01 .

“ Term ” is defined in Section 2.02 .

“ Trade Secrets ” shall mean all worldwide rights in, arising out of, or associated with confidential information, trade secrets, and nonpublic know-how, including business methods and plans, customer and supplier information and lists.

“ Transaction Agreement ” is defined in the recitals.

“ Unavoidable Delays ” is defined in Section 13.08 .

“ Updating Principles ” is defined in Section 3.04(a) .