Caesars Entertainment Operating Company, Inc. Watch

from 8-K 9 pages Instrument of Resignation, Appointment and Acceptance, Dated as of January 13, 2015 (This “Instrument”), Among Caesars Entertainment Operating Company, Inc. (F/K/a Harrah’s Operating Company, Inc.), a Corporation Duly Organized and Existing Under the Laws of the State of Delaware, Having Its Principal Office at One Caesars Palace Drive, Las Vegas, Nevada 89101 (The “Issuer”), Wilmington Savings Fund Society, Fsb (“Wsfs”), a Federal Savings Bank Duly Organized and Existing Under the Laws of the United States, Having Its Corporate Trust Office at 500 Delaware Avenue, Wilmington, Delaware 19801, as Resigning Trustee (The “Resigning Trustee”), and Bokf, N.A., a National Banking Association Duly Organized and Existing Under the Laws of the United States of America, Having Its Corporate Trust Office at One Williams Center, 10sw, Tulsa, Ok 74103, as Successor Trustee (The “Successor Trustee”)

from 8-K 12 pages Instrument of Resignation, Appointment and Acceptance, Dated as of November 21, 2014 (This “Instrument”), Among Caesars Entertainment Operating Company, Inc. (F/K/a Harrah’s Operating Company, Inc.), a Corporation Duly Organized and Existing Under the Laws of the State of Delaware, Having Its Principal Office at One Caesars Palace Drive, Las Vegas, Nevada 89101 (The “Issuer”), Wilmington Savings Fund Society, Fsb, a Federal Savings Bank Duly Organized and Existing Under the Laws of the United States (“Wsfs”), Having Its Corporate Trust Office at 500 Delaware Avenue, Wilmington, Delaware 19801, in Its Capacities as Resigning Trustee and Resigning Collateral Agent (Collectively, the “Resigning Trustee”), and Delaware Trust Company, a Delaware State-Chartered Trust Company (“Delaware Trust”), Having Its Corporate Trust Office at 2711 Centerville Road, Wilmington, Delaware 19808, in Its Capacities as Successor Trustee and Successor Collateral Agent (Collectively, the “Successor Trustee”)

from 8-K/A 14 pages Second Supplemental Indenture

from 8-K/A 13 pages Second Supplemental Indenture

from 8-K/A 5 pages First Supplemental Indenture

from 8-K/A 5 pages First Supplemental Indenture

from 10-Q 2 pages This Certifies That Is the Record Holder of ** Shares of Common Stock of Caesars Entertainment Operating Company, Inc., Transferable Only on the Books of This Corporation by the Holder Hereof, in Person or by Duly Authorized Attorney, Upon Surrender of This Certificate Properly Endorsed or Assigned. This Certificate and the Shares Represented Hereby Are Issued and Shall Be Held Subject to All the Provisions of the Certificate of Incorporation and the Bylaws of This Corporation and Any Amendments Thereto, to All of Which the Holders of This Certificate, by Acceptance Hereof, Assent. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officers This Day of , 2014. James T. Evans III Vice President and Assistant Treasurer Eric Hession Senior Vice President and Treasurer

from 8-K 9 pages Instrument of Resignation, Appointment and Acceptance, Dated as of July 29, 2014 (This “Instrument”), Among Caesars Entertainment Operating Company, Inc. (F/K/a Harrah’s Operating Company, Inc.), a Corporation Duly Organized and Existing Under the Laws of the State of Delaware, Having Its Principal Office at One Caesars Palace Drive, Las Vegas, Nevada 89101 (The “Issuer”), Wilmington Savings Fund Society, Fsb, a Federal Savings Bank Duly Organized and Existing Under the Laws of the United States, Having Its Principal Corporate Trust Office at 500 Delaware Avenue, Wilmington, Delaware 19801, in Its Capacities as Successor Trustee and Successor Collateral Agent (Collectively, the “Successor Trustee”), and U.S. Bank National Association, a National Banking Association Duly Organized and Existing Under the Laws of the United States of America, Having Its Corporate Trust Office at 60 Livingston Avenue, St. Paul, Minnesota 55107, in Its Capacities as Resigning Trustee and Resigning Collateral Agent (Collectively, the “Resigning Trustee”)

from 8-K 10 pages Instrument of Resignation, Appointment and Acceptance, Dated as of July 29, 2014 (This “Instrument”), Among Caesars Entertainment Operating Company, Inc. (F/K/a Harrah’s Operating Company, Inc.), a Corporation Duly Organized and Existing Under the Laws of the State of Delaware, Having Its Principal Office at One Caesars Palace Drive, Las Vegas, Nevada 89101 (The “Issuer”), Wilmington Savings Fund Society, Fsb, a Federal Savings Bank Duly Organized and Existing Under the Laws of the United States, Having Its Principal Corporate Trust Office at 500 Delaware Avenue, Wilmington, Delaware 19801, in Its Capacities as Successor Trustee and Successor Collateral Agent (Collectively, the “Successor Trustee”), and U.S. Bank National Association, a National Banking Association Duly Organized and Existing Under the Laws of the United States of America, Having Its Corporate Trust Office at 60 Livingston Avenue, St. Paul, Minnesota 55107, in Its Capacities as Resigning Trustee and Resigning Collateral Agent (Collectively, the “Resigning Trustee”)

from 8-K 9 pages Instrument of Resignation, Appointment and Acceptance, Dated as of July 29, 2014 (This “Instrument”), Among Caesars Entertainment Operating Company, Inc. (F/K/a Harrah’s Operating Company, Inc.), a Corporation Duly Organized and Existing Under the Laws of the State of Delaware, Having Its Principal Office at One Caesars Palace Drive, Las Vegas, Nevada 89101 (The “Issuer”), Wilmington Savings Fund Society, Fsb, a Federal Savings Bank Duly Organized and Existing Under the Laws of the United States, Having Its Principal Corporate Trust Office at 500 Delaware Avenue, Wilmington, Delaware 19801, in Its Capacities as Successor Trustee and Successor Collateral Agent (Collectively, the “Successor Trustee”), and U.S. Bank National Association, a National Banking Association Duly Organized and Existing Under the Laws of the United States of America, Having Its Corporate Trust Office at 60 Livingston Avenue, St. Paul, Minnesota 55107, in Its Capacities as Resigning Trustee and Resigning Collateral Agent (Collectively, the “Resigning Trustee”)

from 8-K 8 pages The Resigning Trustee

from 8-K 8 pages The Resigning Trustee

from 8-K 9 pages Instrument of Resignation, Appointment and Acceptance, Dated as of July 29, 2014 (This “Instrument”), Among Caesars Entertainment Operating Company, Inc., a Corporation Duly Organized and Existing Under the Laws of the State of Delaware, Having Its Principal Office at One Caesars Palace Drive, Las Vegas, Nevada 89101-8969, as Successor to Caesars Operating Escrow, LLC, a Limited Liability Company Duly Organized and Existing Under the Laws of the State of Delaware, and Casears Escrow Corporation, a Corporation Duly Organized and Existing Under the Laws of the State of Delaware (Collectively, “Issuer”), Umb Bank, National Association, a National Banking Association Duly Organized and Existing Under the Laws of the United States of America Having Its Principal Corporate Trust Office at 120 South Sixth Street, #1400, Minneapolis, Mn 55402, as Successor Trustee (The “Successor Trustee”), and U.S. Bank National Association, a National Banking Association Duly Organized and Existing Under the Laws of the United States of America, Having Its Corporate Trust Office at 60 Livingston Avenue, St. Paul, Minnesota 55107, as Resigning Trustee (The “Resigning Trustee”)

from S-4/A 68 pages Collateral Agreement Dated and Effective as of December 24, 2008, Among Harrah’s Operating Company, Inc., as the Issuer, Each Subsidiary of the Issuer Identified Herein, and U.S. Bank National Association, as Collateral Agent

from S-4/A 211 pages Harrah’s Operating Company, Inc. as Issuer and Harrah’s Entertainment, Inc. as Parent Guarantor 10.00% Second-Priority Senior Secured Notes Due 2018 10.00% Second-Priority Senior Secured Notes Due 2015 Indenture Dated as of December 24, 2008 U.S. Bank National Association, as Trustee

from S-3ASR 76 pages Harrah’s Operating Company, Inc. Issuer Harrah’s Entertainment, Inc. Guarantor Form of Indenture Dated as of U.S. Bank National Association Trustee Certain Sections of This Indenture Relating to Sections 310 Through 318, Inclusive, of the Trust Indenture Act of 1939

from S-3/A 5 pages Harrah's Entertainment, Inc. and Harrah's Operating Company, Inc. Floating Rate Contingent Convertible Senior Notes Due 2024 First Supplemental Indenture Dated as of September 9, 2005 to the Amended and Restated Indenture Dated as of July 28, 2005 U.S. Bank National Association, as Trustee

from S-4 11 pages First Supplemental Indenture

from S-3 11 pages Meetings of Stockholders

from S-4 ~20 pages Indenture or similar