UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-3

 

 

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

 

 

CAESARS ENTERTAINMENT OPERATING COMPANY, INC.

(Name of Applicant)*

 

 

One Caesars Palace Drive

Las Vegas, Nevada 89109

(Address of Principal Executive Offices)

Securities to be Issued Under the Indenture to be Qualified

 

 

 

Title of Class		Amount
8.50% Second-Priority Senior Secured Notes Due 2024		$547,000,000

Approximate date of proposed public offering:

On, or as soon as practicable following, the effective date (the “Effective Date”) under the Second Amended Joint Plan of Reorganization of Caesars Entertainment Operating Company, Inc., et al. pursuant to Chapter 11 of the Bankruptcy Code (as amended or supplemented, the “Plan of Reorganization”).

 

 

John Payne

Chief Executive Officer

Caesars Entertainment Operating Company, Inc.

One Caesars Palace Drive

Las Vegas, Nevada 89109

(Name and Address of Agent for Service)

 

 

Copies to:

Carol Anne Huff

Ana Sempertegui

Kirkland & Ellis LLP

300 N. LaSalle

Chicago, Illinois 60654

(312) 862-2000

 

 

The Applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application for qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicants.

 

*	The Co-Applicants listed on the following page are also included in this Form T-3 as Applicants.

 

 

 

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Caesars Entertainment Corporation (“CEC”), the parent of Caesars Entertainment Operating Company, Inc. (“CEOC”), is expected to give a modified collection guarantee in respect of the 8.50% Second-Priority Senior Secured Notes due 2024 (the “Notes”) as of the Effective Date pursuant to a guaranty agreement and is a co-applicant on this Form T-3. In addition, the following direct and indirect subsidiaries of CEOC are expected to be guarantors (the “Expected Subsidiary Guarantors” and, together with CEC and CEOC, the “Applicants”) of the Notes as of the Effective Date and are co-applicants on this Form T-3.

Table of Co-Applicants

Name of Parent Guarantor

Caesars Entertainment Corporation

Name of Expected Subsidiary Guarantors (1)

190 Flamingo, LLC

3535 LV Corp. (f/k/a Harrah’s Imperial Palace)

AJP Holdings, LLC

AJP Parent, LLC

B I Gaming Corporation

Bally’s Midwest Casino, Inc.

Bally’s Park Place, Inc.

Benco, Inc.

Biloxi Hammond, LLC

Biloxi Village Walk Development, LLC

BL Development Corp.

Boardwalk Regency Corporation

Caesars Entertainment Canada Holding, Inc.

Caesars Entertainment Finance Corp.

Caesars Entertainment Golf, Inc.

Caesars Entertainment Retail, Inc.

Caesars India Sponsor Company, LLC

Caesars License Company, LLC (f/k/a Harrah’s License Company, LLC)

Caesars Marketing Services Corporation (f/k/a Harrah’s Marketing Services Corporation)

Caesars New Jersey, Inc.

Caesars Palace Corporation

Caesars Palace Realty Corporation

Caesars Palace Sports Promotions, Inc.

Caesars Riverboat Casino, LLC

Caesars Trex, Inc.

Caesars United Kingdom, Inc.

Caesars World Marketing Corporation

Caesars World Merchandising, Inc.

Caesars World, Inc.

California Clearing Corporation

Casino Computer Programming, Inc.

Chester Facility Holding Company, LLC

Consolidated Supplies, Services and Systems

CZL Development Company, LLC

DCH Exchange, LLC

DCH Lender, LLC

Desert Palace, Inc.

Durante Holdings, LLC

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East Beach Development Corporation

FHR Corporation

Flamingo-Laughlin, Inc. (f/k/a Flamingo Hilton-Laughlin, Inc.)

GCA Acquisition Subsidiary, Inc.

GNOC, Corp.

Grand Casinos of Biloxi, LLC (f/k/a Grand Casinos of Mississippi, Inc. - Biloxi)

Grand Casinos of Mississippi, LLC—Gulfport

Grand Casinos, Inc.

Grand Media Buying, Inc.

Harrah South Shore Corporation

Harrah’s Arizona Corporation

Harrah’s Bossier City Investment Company, L.L.C.

Harrah’s Bossier City Management Company, LLC

Harrah’s Chester Downs Investment Company, LLC

Harrah’s Chester Downs Management Company, LLC

Harrah’s Illinois Corporation

Harrah’s Interactive Investment Company

Harrah’s International Holding Company, Inc.

Harrah’s Investments, Inc. (f/k/a Harrah’s Wheeling Corporation)

Harrah’s Iowa Arena Management, LLC

Harrah’s Management Company

Harrah’s Maryland Heights Operating Company

Harrah’s MH Project, LLC

Harrah’s NC Casino Company, LLC

Harrah’s New Orleans Management Company

Harrah’s North Kansas City LLC (f/k/a Harrah’s North Kansas City I LLC)

Harrah’s Operating Company Memphis, LLC

Harrah’s Pittsburgh Management Company

Harrah’s Reno Holding Company, Inc.

Harrah’s Shreveport Investment Company, LLC

Harrah’s Shreveport Management Company, LLC

Harrah’s Shreveport/Bossier City Holding Company, LLC

Harrah’s Shreveport/Bossier City Investment Company, LLC

Harrah’s Southwest Michigan Casino Corporation

Harrah’s Travel, Inc.

Harrah’s West Warwick Gaming Company, LLC

Harveys BR Management Company, Inc.

Harveys C.C. Management Company, Inc.

Harveys Iowa Management Company, Inc.

Harveys Tahoe Management Company, Inc.

H-BAY, LLC

HBR Realty Company, Inc.

HCAL, LLC

HCR Services Company, Inc.

HEI Holding Company One, Inc.

HEI Holding Company Two, Inc.

HHLV Management Company, LLC

Hole in the Wall, LLC

Horseshoe Entertainment

Horseshoe Gaming Holding, LLC

Horseshoe GP, LLC

Horseshoe Hammond, LLC

 

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Horseshoe Shreveport, L.L.C.

HTM Holding, Inc.

Koval Holdings Company, LLC

Koval Investment Company, LLC

Las Vegas Golf Management, LLC

Las Vegas Resort Development, Inc.

LVH Corporation

Martial Development Corp.

Nevada Marketing, LLC

New Gaming Capital Partnership

Ocean Showboat, Inc.

Parball Corporation

PHW Manager, LLC

Players Bluegrass Downs, Inc.

Players Development, Inc.

Players Holding, LLC

Players International, LLC

Players LC, LLC

Players Maryland Heights Nevada, LLC

Players Resources, Inc.

Players Riverboat II, LLC

Players Riverboat Management, LLC

Players Riverboat, LLC

Players Services, Inc.

Reno Crossroads LLC

Reno Projects, Inc.

Rio Development Company, Inc.

Robinson Property Group Corp.

Roman Entertainment Corporation of Indiana

Roman Holding Corporation of Indiana

Showboat Atlantic City Mezz 1, LLC

Showboat Atlantic City Mezz 2, LLC

Showboat Atlantic City Mezz 3, LLC

Showboat Atlantic City Mezz 4, LLC

Showboat Atlantic City Mezz 5, LLC

Showboat Atlantic City Mezz 6, LLC

Showboat Atlantic City Mezz 7, LLC

Showboat Atlantic City Mezz 8, LLC

Showboat Atlantic City Mezz 9, LLC

Showboat Atlantic City Operating Company, LLC

Showboat Atlantic City Propco, LLC

Showboat Holding, Inc.

Southern Illinois Riverboat/Casino Cruises, Inc.

Tahoe Garage Propco, LLC

TRB Flamingo, LLC

Trigger Real Estate Corporation

Tunica Roadhouse Corporation (f/k/a Sheraton Tunica Corporation)

Village Walk Construction, LLC

Winnick Holdings, LLC

Winnick Parent, LLC

 

(1)	It is anticipated that at the Effective Date, all Expected Subsidiary Guarantors which are corporations will be converted into limited liability companies.

 

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EXPLANATORY NOTE

Reference is made to the Disclosure Statement for the Plan of Reorganization (as may be amended or supplemented, the “Disclosure Statement”) and the accompanying Plan of Reorganization, copies of which are included herein as Exhibits T3E-1 and T3E-2, respectively. Pursuant to the Plan of Reorganization, the historical business of CEOC will be separated by means of a spin off into an operating company, which will be a newly formed Delaware limited liability company (referred to herein as “CEOC LLC”) and a real estate investment trust, which will own substantially all of CEOC’s real estate assets. On the Effective Date, CEOC will merge with and into CEOC LLC, with CEOC LLC surviving the merger. CEOC LLC will lease back the transferred real property pursuant to master leases and an affiliate of CEOC LLC will manage such properties.

 

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GENERAL

 

1.	General Information.

The form of organization of and the state or other sovereign power under the laws of which each Applicant is organized are as follows:

 

Name		Form of Organization (1)		Jurisdiction
Caesars Entertainment Operating Company, Inc.		Corporation		Delaware
Caesars Entertainment Corporation		Corporation		Delaware
190 Flamingo, LLC		Limited liability company		Nevada
3535 LV Corp. (f/k/a Harrah’s Imperial Palace)		Corporation		Nevada
AJP Holdings, LLC		Limited liability company		Delaware
AJP Parent, LLC		Limited liability company		Delaware
B I Gaming Corporation		Corporation		Nevada
Bally’s Midwest Casino, Inc.		Corporation		Delaware
Bally’s Park Place, Inc.		Corporation		New Jersey
Benco, Inc.		Corporation		Nevada
Biloxi Hammond, LLC		Limited liability company		Delaware
Biloxi Village Walk Development, LLC		Limited liability company		Delaware
BL Development Corp.		Corporation		Minnesota
Boardwalk Regency Corporation		Corporation		New Jersey
Caesars Entertainment Canada Holding, Inc.		Corporation		Nevada
Caesars Entertainment Finance Corp.		Corporation		Nevada
Caesars Entertainment Golf, Inc.		Corporation		Nevada
Caesars Entertainment Retail, Inc.		Corporation		Nevada
Caesars India Sponsor Company, LLC		Limited liability company		Nevada
Caesars License Company, LLC (f/k/a Harrah’s License Company, LLC)		Limited liability company		Nevada
Caesars Marketing Services Corporation (f/k/a Harrah’s Marketing Services Corporation)		Corporation		Nevada
Caesars New Jersey, Inc.		Corporation		New Jersey
Caesars Palace Corporation		Corporation		Delaware
Caesars Palace Realty Corporation		Corporation		Nevada
Caesars Palace Sports Promotions, Inc.		Corporation		Nevada
Caesars Riverboat Casino, LLC		Limited liability company		Indiana
Caesars Trex, Inc.		Corporation		Delaware
Caesars United Kingdom, Inc.		Corporation		Nevada
Caesars World Marketing Corporation		Corporation		New Jersey
Caesars World Merchandising, Inc.		Corporation		Nevada
Caesars World, Inc.		Corporation		Florida
California Clearing Corporation		Corporation		California
Casino Computer Programming, Inc.		Corporation		Indiana
Chester Facility Holding Company, LLC		Limited liability company		Delaware

 

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Name		Form of Organization (1)		Jurisdiction
Consolidated Supplies, Services and Systems		Corporation		Nevada
CZL Development Company, LLC		Limited liability company		Delaware
DCH Exchange, LLC		Limited liability company		Nevada
DCH Lender, LLC		Limited liability company		Nevada
Desert Palace, Inc.		Corporation		Nevada
Durante Holdings, LLC		Limited liability company		Nevada
East Beach Development Corporation		Corporation		Mississippi
FHR Corporation		Corporation		Nevada
Flamingo-Laughlin, Inc. (f/k/a Flamingo Hilton-Laughlin, Inc.)		Corporation		Nevada
GCA Acquisition Subsidiary, Inc.		Corporation		Minnesota
GNOC, Corp.		Corporation		New Jersey
Grand Casinos of Biloxi, LLC (f/k/a Grand Casinos of Mississippi, Inc. - Biloxi)		Limited liability company		Minnesota
Grand Casinos of Mississippi, LLC—Gulfport		Limited liability company		Mississippi
Grand Casinos, Inc.		Corporation		Minnesota
Grand Media Buying, Inc.		Corporation		Minnesota
Harrah South Shore Corporation		Corporation		California
Harrah’s Arizona Corporation		Corporation		Nevada
Harrah’s Bossier City Investment Company, L.L.C.		Limited liability company		Louisiana
Harrah’s Bossier City Management Company, LLC		Limited liability company		Nevada
Harrah’s Chester Downs Investment Company, LLC		Limited liability company		Delaware
Harrah’s Chester Downs Management Company, LLC		Limited liability company		Nevada
Harrah’s Illinois Corporation		Corporation		Nevada
Harrah’s Interactive Investment Company		Corporation		Nevada
Harrah’s International Holding Company, Inc.		Corporation		Delaware
Harrah’s Investments, Inc. (f/k/a Harrah’s Wheeling Corporation)		Corporation		Nevada
Harrah’s Iowa Arena Management, LLC		Limited liability company		Delaware
Harrah’s Management Company		Corporation		Nevada
Harrah’s Maryland Heights Operating Company		Corporation		Nevada
Harrah’s MH Project, LLC		Limited liability company		Delaware
Harrah’s NC Casino Company, LLC		Limited liability company		North Carolina
Harrah’s New Orleans Management Company		Corporation		Nevada
Harrah’s North Kansas City LLC (f/k/a Harrah’s North Kansas City I LLC)		Limited liability company		Missouri
Harrah’s Operating Company Memphis, LLC		Limited liability company		Delaware
Harrah’s Pittsburgh Management Company		Corporation		Nevada
Harrah’s Reno Holding Company, Inc.		Corporation		Nevada

 

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Name		Form of Organization (1)		Jurisdiction
Harrah’s Shreveport Investment Company, LLC		Limited liability company		Nevada
Harrah’s Shreveport Management Company, LLC		Limited liability company		Nevada
Harrah’s Shreveport/Bossier City Holding Company, LLC		Limited liability company		Delaware
Harrah’s Shreveport/Bossier City Investment Company, LLC		Limited liability company		Delaware
Harrah’s Southwest Michigan Casino Corporation		Corporation		Nevada
Harrah’s Travel, Inc.		Corporation		Nevada
Harrah’s West Warwick Gaming Company, LLC		Limited liability company		Delaware
Harveys BR Management Company, Inc.		Corporation		Nevada
Harveys C.C. Management Company, Inc.		Corporation		Nevada
Harveys Iowa Management Company, Inc.		Corporation		Nevada
Harveys Tahoe Management Company, Inc.		Corporation		Nevada
H-BAY, LLC		Limited liability company		Nevada
HBR Realty Company, Inc.		Corporation		Nevada
HCAL, LLC		Limited liability company		Nevada
HCR Services Company, Inc.		Corporation		Nevada
HEI Holding Company One, Inc.		Corporation		Nevada
HEI Holding Company Two, Inc.		Corporation		Nevada
HHLV Management Company, LLC		Limited liability company		Nevada
Hole in the Wall, LLC		Limited liability company		Nevada
Horseshoe Entertainment		Limited partnership		Louisiana
Horseshoe Gaming Holding, LLC		Limited liability company		Delaware
Horseshoe GP, LLC		Limited liability company		Nevada
Horseshoe Hammond, LLC		Limited liability company		Indiana
Horseshoe Shreveport, L.L.C.		Limited liability company		Louisiana
HTM Holding, Inc.		Corporation		Nevada
Koval Holdings Company, LLC		Limited liability company		Delaware
Koval Investment Company, LLC		Limited liability company		Nevada
Las Vegas Golf Management, LLC		Limited liability company		Nevada
Las Vegas Resort Development, Inc.		Corporation		Nevada
LVH Corporation		Corporation		Nevada
Martial Development Corp.		Corporation		New Jersey
Nevada Marketing, LLC		Limited liability company		Nevada
New Gaming Capital Partnership		Limited partnership		Nevada
Ocean Showboat, Inc.		Corporation		New Jersey
Parball Corporation		Corporation		Nevada
PHW Manager, LLC		Limited liability company		Nevada
Players Bluegrass Downs, Inc.		Corporation		Kentucky
Players Development, Inc.		Corporation		Nevada
Players Holding, LLC		Limited liability company		Nevada

 

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Name		Form of Organization (1)		Jurisdiction
Players International, LLC		Limited liability company		Nevada
Players LC, LLC		Limited liability company		Nevada
Players Maryland Heights Nevada, LLC		Limited liability company		Nevada
Players Resources, Inc.		Corporation		Nevada
Players Riverboat II, LLC		Limited liability company		Louisiana
Players Riverboat Management, LLC		Limited liability company		Nevada
Players Riverboat, LLC		Limited liability company		Nevada
Players Services, Inc.		Corporation		New Jersey
Reno Crossroads LLC		Limited liability company		Delaware
Reno Projects, Inc.		Corporation		Nevada
Rio Development Company, Inc.		Corporation		Nevada
Robinson Property Group Corp.		Corporation		Mississippi
Roman Entertainment Corporation of Indiana		Corporation		Indiana
Roman Holding Corporation of Indiana		Corporation		Indiana
Showboat Atlantic City Mezz 1, LLC		Limited liability company		Delaware
Showboat Atlantic City Mezz 2, LLC		Limited liability company		Delaware
Showboat Atlantic City Mezz 3, LLC		Limited liability company		Delaware
Showboat Atlantic City Mezz 4, LLC		Limited liability company		Delaware
Showboat Atlantic City Mezz 5, LLC		Limited liability company		Delaware
Showboat Atlantic City Mezz 6, LLC		Limited liability company		Delaware
Showboat Atlantic City Mezz 7, LLC		Limited liability company		Delaware
Showboat Atlantic City Mezz 8, LLC		Limited liability company		Delaware
Showboat Atlantic City Mezz 9, LLC		Limited liability company		Delaware
Showboat Atlantic City Operating Company, LLC		Limited liability company		New Jersey
Showboat Atlantic City Propco, LLC		Limited liability company		Delaware
Showboat Holding, Inc.		Corporation		Nevada
Southern Illinois Riverboat/Casino Cruises, Inc.		Corporation		Illinois
Tahoe Garage Propco, LLC		Limited liability company		Delaware
TRB Flamingo, LLC		Limited liability company		Nevada
Trigger Real Estate Corporation		Corporation		Nevada
Tunica Roadhouse Corporation (f/k/a Sheraton Tunica Corporation)		Corporation		Delaware
Village Walk Construction, LLC		Limited liability company		Delaware
Winnick Holdings, LLC		Limited liability company		Delaware
Winnick Parent, LLC		Limited liability company		Delaware

 

(1)	It is anticipated that at the Effective Date, all Expected Subsidiary Guarantors which are corporations will be converted into limited liability companies.

 

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2.	Securities Act Exemption Applicable.

Prior to the Effective Date, the Applicants intend to offer, under the terms and subject to the conditions set forth in the Disclosure Statement and the Plan of Reorganization, an aggregate principal amount of up to $547.0 million of Notes to holders of claims under CEOC’s senior secured credit facilities and under CEOC’s 11.25% Senior Secured Notes due 2017, 8.50% Senior Secured Notes due 2020 and 9.00% Senior Secured Notes due 2020 (collectively, the “Claims”). The Notes will be issued pursuant to the indenture to be qualified under this Form T-3 (the “Indenture”), a copy of which will be filed by amendment as Exhibit T3C to this application.

Generally, Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act of 1933, as amended (the “Securities Act”), and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan of reorganization with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Applicants believe that the offer of the Notes under the solicitation of acceptances for the Plan of Reorganization and the exchange of the Claims for Notes, together with certain other consideration, under the Plan of Reorganization will satisfy the requirements of Section 1145(a)(1) of the Bankruptcy Code and, therefore, such offer and exchange is exempt from the registration requirements referred to above. To the extent that the solicitation of acceptances of the Plan of Reorganization constitutes an offer of new securities not exempt from registration under Section 1145(a)(1) of the Bankruptcy Code, the Applicants will also rely on Section 4(a)(2) of the Securities Act and, to the extent applicable, Regulation D promulgated thereunder.

 

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AFFILIATIONS

 

3.	Affiliates.

(a) The following diagram indicates the relationship of the Applicants to each of their respective affiliates as of the date of this application. Connecting lines indicate 100% ownership of voting securities, unless otherwise stated.

 

 

(1)	For a list of the subsidiaries of CEC, including CEOC and its subsidiaries, see Exhibit 99.1 hereto, which is incorporated herein by reference.

(2)	For a list of the subsidiaries of CEOC, see Exhibit 99.2 hereto, which is incorporated herein by reference.

 

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(b) The following diagram indicates the expected relationship of the Applicants to each of their respective affiliates as of the Effective Date. All of the entities appearing below are expected to exist as of the Effective Date. Connecting lines indicate 100% ownership of voting securities, unless otherwise stated.

 

 

(1)

The percentage ownership of CEC’s voting securities following the Effective Date cannot be determined at this time. On the Effective Date, Caesars Acquisition Corporation, an affiliate of CEC (“CAC”), will merge with and into CEC, with CEC surviving the merger. Stockholders of CAC will receive common stock of CEC in connection with this merger. The amount of voting securities held by particular parties cannot be determined until the solicitation of approval of the Plan of Reorganization and the merger of CAC into CEC are completed.

(2)	It is anticipated that, as of the Effective Date, CEC will own 100% of the limited liability company interests of CEOC LLC. For a list of the subsidiaries of CEC, including CEOC and its subsidiaries, see Exhibit 99.1 hereto, which is incorporated herein by reference.

(3)	On the Effective Date, CEOC will merge with and into CEOC LLC, with CEOC LLC surviving the merger.

(4)	It is anticipated that the subsidiaries of CEOC will continue to be subsidiaries of CEOC LLC upon the consummation of the Plan of Reorganization. For a list of the expected subsidiaries of CEOC LLC, see Exhibit 99.2 hereto, which is incorporated herein by reference.

 

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(c) Certain directors and executive officers of the Applicants may be deemed their “affiliates” by virtue of their respective positions in each entity. See Item 4, “Directors and Executive Officers.”

(d) Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their holdings of voting securities of the Applicants. See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

 

4.	Directors and Executive Officers.

(a) Directors and Executive Officers of CEOC. As of the date of this application, the executive officers and directors of CEOC are as set forth below. The mailing address and telephone number of each of them is c/o Caesars Entertainment Operating Company, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109; telephone number (702) 407-6000.

 

Name		Position
David Bonderman		Director
Kelvin Davis		Director
Gary Loveman		Director
David Sambur		Director
Ronen Stauber		Director
Steven Winograd		Director
John Payne		President and Chief Executive Officer
Mary Elizabeth Higgins		Chief Financial Officer
Timothy Lambert		General Counsel
Randall S. Eisenberg		Chief Restructuring Officer

(b) Directors and Executive Officers of CEC. As of the date of this application, the executive officers and directors of CEC are as set forth below. The mailing address and telephone number of each of them is c/o Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109; telephone number (702) 407-6000.

 

Name		Position
Jeffrey Benjamin		Director
David Bonderman		Director
Kelvin Davis		Director
Mark P. Frissora		Director, Chief Executive Officer and President
Fred J. Kleisner		Director
Gary Loveman		Director
Eric Press		Director
Marc Rowan		Director
David Sambur		Director
Christopher J. Williams		Director
Janis Jones Blackhurst		Executive Vice President, Communications and Government Relations

 

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Richard D. Broome		Executive Vice President, Public Affairs and Communications
Keith A. Causey		Chief Accounting Officer
Timothy Donovan		Executive Vice President, General Counsel and Chief Regulatory and Compliance Officer
Eric Hession		Executive Vice President and Chief Financial Officer
Thomas Jenkin		Global President of Destination Markets
Gregory Miller		Executive Vice President, Domestic Development
Bob Morse		President of Hospitality
Les Ottolenghi		Executive Vice President and Chief Information Officer
Mary Thomas		Executive Vice President, Human Resources
Steven Tight		President, International Development

(c) Directors and Executive Officers of the Expected Subsidiary Guarantors. As of the date of this application, the executive officers and directors, managers, managing members or general partners, as applicable, of the Expected Subsidiary Guarantors are set forth on Exhibit 99.3 hereto, which is incorporated herein by reference. The mailing address and telephone number of each of them is c/o Caesars Entertainment Operating Company, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109; telephone number (702) 407-6000.

 

5.	Principal Owners of Voting Securities.

(a) As of July 1, 2016, CEC owned 1,293,900 shares of common stock of CEOC, representing 89% of CEOC’s voting securities. The mailing address and telephone number of CEC is c/o Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109; telephone number (702) 407-6000. As of the date of this application, no other person owned more than 10% of the voting securities of CEOC.

It is anticipated that, as of the Effective Date, CEC will own 100% of the limited liability company interests of CEOC LLC.

(b) As of July 1, 2016, affiliates of Apollo Global Management, LLC and TPG Capital, LP owned an aggregate 87,605,299 shares of common stock of CEC, representing 60.1% of CEC’s voting securities. All shares held by these entities are subject to the irrevocable proxy granting Hamlet Holdings LLC sole voting and sole dispositive power with respect to such shares. The members of Hamlet Holdings LLC are Leon Black, Joshua Harris and Marc Rowan, each of whom is affiliated with Apollo Global Management, LLC, and David Bonderman and James Coulter, each of whom is affiliated with the TPG Capital, LP. The address of the affiliates of Apollo Global Management, LLC is c/o Apollo Management, LP, 9 West 57th Street, 43rd Floor, New York, New York 10019. The address of the affiliates of TPG Capital, LP is c/o TPG Global, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. As of the date of this application, no other person owned more than 10% of the voting securities of CEC.

At this time it is not possible to determine the percentage ownership of CEC’s voting securities following the Effective Date. On the Effective Date, CAC will merge with and into CEC, with CEC surviving the merger. Stockholders of CAC will receive common stock of CEC in connection with this merger. The amount of voting securities held by particular parties cannot be determined until the solicitation of approval of the Plan of Reorganization and the merger of CAC into CEC are completed.

 

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(c) As of July 1, 2016, the ownership of voting securities of each of the Expected Subsidiary Guarantors is set forth in Exhibit 99.4 hereto, which is incorporated herein by reference.

It is anticipated that, as of the Effective Date, the owners of voting securities of the Expected Subsidiary Guarantors will continue as set forth in Exhibit 99.4 hereto, which is incorporated herein by reference.

UNDERWRITERS

 

6.	Underwriters.

(a) No person has acted as an underwriter of any securities of CEOC or the Expected Subsidiary Guarantors within three years prior to the date of filing this application.

In October 2013, Credit Suisse Securities (USA) LLC (Eleven Madison Avenue, New York, New York 10010) was the underwriter of 10,000,000 shares of common stock, par value $0.01 per share, issued by CEC.

(b) No person is acting as a principal underwriter of the Notes proposed to be offered pursuant to the Indenture.

CAPITAL SECURITIES

 

7.	Capitalization.

(a) The following table sets forth information with respect to each authorized class of securities of CEOC as of July 1, 2016:

 

Title of Class		Amount Authorized				Amount Outstanding
Common Stock, par value $0.01 per share			1,250,000,000				1,457,795
Preferred Stock, par value $0.01 per share			125,000,000				—
11.25% Senior Secured Notes due 2017			N/A			$	2,095,000,000
8.50% Senior Secured Notes due 2020			N/A			$	1,250,000,000
9.00% Senior Secured Notes due 2020			N/A			$	3,000,000,000
12.75% Second-Priority Senior Secured Notes due 2018			N/A			$	750,000,000
10.00% Second-Priority Senior Secured Notes due 2018			N/A			$	4,484,600,000
10.00% Second-Priority Senior Secured Notes due 2015			N/A			$	3,600,000
10.75% Senior Notes due 2016			N/A			$	478,600,000
6.50% Unsecured Senior Debt due 2016			N/A			$	296,700,000
5.75% Unsecured Senior Debt due 2017			N/A			$	233,300,000

Each holder of common stock of CEOC has one vote on all matters to be voted upon by stockholders with no cumulative voting rights. CEOC has not issued certificates of designations specifying, or otherwise amended its charter to specify, the voting rights of holders of preferred stock. Holders of the series of notes of CEOC listed above have the voting rights with respect to the respective series of notes set forth under the respective indenture.

At this time, it is not possible to provide the amount of CEOC LLC’s limited liability company interests authorized and outstanding following the Effective Date. It is anticipated that, as of the Effective Date, CEOC LLC will have (i) issued the Notes and (ii) issued approximately up to $306.0 million in aggregate principal amount of First-Priority Senior Secured Floating Rate Notes due 2023.

 

15

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(b) The following table sets forth information with respect to each authorized class of securities of CEC as of July 1, 2016:

 

Title of Class		Amount Authorized				Amount Outstanding
Common Stock, par value $0.01 per share			1,250,000,000				145,981,454
Preferred Stock, par value $0.01 per share			125,000,000				—

Each holder of common stock of CEC has one vote on all matters to be voted upon by stockholders. CEC has not issued certificates of designations specifying, or otherwise amended its charter to specify, the voting rights of holders of preferred stock.

At this time, it is not possible to determine the amount of CEC’s authorized and outstanding voting securities following the Effective Date. On the Effective Date, CAC will merge with and into CEC, with CEC surviving the merger. Stockholders of CAC will receive common stock of CEC in connection with this merger. The amount of voting securities held by particular parties cannot be determined until the solicitation of approval of the Plan of Reorganization and the merger of CAC into CEC are completed.

(c) The information with respect to each authorized class of securities of the Expected Subsidiary Guarantors as of July 1, 2016 is set forth in the capitalization table attached to this Form T-3 as Exhibit 99.3 hereto, which is incorporated herein by reference.

Except as otherwise set forth in such Expected Subsidiary Guarantor’s governing document, or with respect to Expected Subsidiary Guarantors, which interests are held by a sole member or sole partner, as applicable, holders of membership interests of each Expected Subsidiary Guarantor that is a limited liability company are entitled to one vote per limited liability company interest, holders of limited partnership interests of each Expected Subsidiary Guarantor that is a partnership are entitled to one vote per partnership interest, and holders of common stock of each Expected Subsidiary Guarantor that is a corporation are entitled to one vote per share and vote as a single class.

It is anticipated that, as of the Effective Date, all Expected Subsidiary Guarantors which are corporations will be converted into limited liability companies.

INDENTURE SECURITIES

 

8.	Analysis of Indenture Provisions.

The Notes will be subject to the Indenture among CEOC LLC, the guarantors named therein and a trustee to be identified by amendment hereof (the “Trustee”). The following is a general description of certain provisions of the Indenture, and the description is qualified in its entirety by reference to the form of Indenture to be filed by amendment as Exhibit T3C therewith. Capitalized terms used below and not defined herein have the meanings ascribed to them in the Indenture.

(a) Events of Default; Withholding of Notice of Default.

The occurrence of any of the following events will constitute an Event of Default under the Indenture:

(i) there is a default in any payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days;

 

16

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(ii) there is a default in the payment of principal or premium, if any, of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(iii) the failure by the Issuer or any Restricted Subsidiary to comply for 60 days after notice with its other agreements contained in the Notes or the Indenture (other than a default referred to in clause (i) or (ii) above); provided that in the case of a failure to comply with Section 4.02 Reports and Other Information, such period of continuation of such default or breach shall be 150 days after written notice described in this clause (iii) has been given;

(iv) the failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay any Indebtedness (other than Indebtedness owing to the Issuer or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $50.0 million or its foreign currency equivalent;

(v) either the Issuer or a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(1) commences a voluntary case;

(2) consents to the entry of an order for relief against it in an involuntary case;

(3) consents to the appointment of a Custodian of it or for any substantial part of its property; or

(4) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency;

(vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1) is for relief against either the Issuer or a Significant Subsidiary in an involuntary case;

(2) appoints a Custodian of either the Issuer or a Significant Subsidiary or for any substantial part of their property; or

(3) orders the winding up or liquidation of either the Issuer or a Significant Subsidiary;

or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days;

(vii) failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $50.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days;

 

17

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(viii) the Note Guarantee of a Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) ceases to be in full force and effect (except as contemplated by the terms thereof);

(ix) unless all of the Collateral has been released from the Second Priority Liens in accordance with the provisions of Article XI, the Second Priority Liens on any material Collateral cease to be valid or enforceable and such Default continues for 30 days, or the Issuer shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such Person that is a Subsidiary of the Issuer, the Issuer fails to cause such Subsidiary to rescind such assertions within 30 days after the Issuer has actual knowledge of such assertions (in each case, other than any releases contemplated by the terms thereof);

(x) the failure by the Issuer or any Subsidiary Guarantor to comply for 60 days after notice with its other agreements contained in the Security Documents except for a failure that would not be material to the holders of the Notes and would not materially affect the value of the Collateral taken as a whole; or

(xi) the occurrence of a Holdco Covenant Breach or a Holdco Filing.

However, a default under clauses (iii) or (x) above shall not constitute an Event of Default until the Trustee or the holders of 30% in principal amount of outstanding Notes notify the Issuer of the default and the Issuer does not cure such default within the time specified in clauses (iii) or (x) listed above after receipt of such notice.

If an Event of Default (other than an Event of Default specified in clauses (v) or (vi) listed above with respect to the Issuer) occurs and is continuing, the Trustee or the holders of at least 30% in principal amount of outstanding Notes by notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuer and the Representative under the Credit Agreement and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately.

If an Event of Default specified in clauses (v) or (vi) listed above with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders.

Under certain circumstances, the holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

In the event of any Event of Default specified in clause (iv) listed above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

 

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Provided the Notes are not then due and payable by reason of a declaration of acceleration, the holders of a majority in principal amount of the Notes by written notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Note, (b) a Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of the Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each holder affected. When a Default is waived, it is deemed cured and the Issuer, the Trustee and the holders will be restored to their former positions and rights under the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

If a Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to each holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice if it is received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of the holders.

(b) Authentication and Delivery of the Notes; Application of Proceeds.

The Notes to be issued under the Indenture may from time to time be executed on behalf of the Issuer by manual or facsimile signature by one of its proper officers and delivered to the Trustee for authentication and delivery in accordance with the Issuer’s order and the Indenture. Each Note shall be dated the date of its authentication, and no Note shall be valid unless authenticated by manual signature of the Trustee, and such signature shall be conclusive evidence that such Note has been duly authenticated under the Indenture. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The Trustee may appoint one or more authenticating agents to authenticate the Notes. An authenticating agent may authenticate the Notes whenever the Trustee may do so unless limited by the appointment of such agent.

The Notes will be issued to Holders of Claims. As a result, the Issuer will not realize any proceeds from such issuance.

(c) Release of Collateral.

Pursuant to Article XI of the Indenture, subject to certain subsections of Section 11.04(a) of the Indenture, Collateral may be released from the Lien and security interest created by the Security Documents and the Indenture at any time or from time to time in accordance with the provisions of the Indenture, the Security Documents, the Intercreditor Agreement and the MLSA Consent Agreement. In addition, upon the request of the Issuer pursuant to an Officer’s Certificate certifying that all conditions precedent under the Indenture have been met, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to the Indenture or the Security Documents or the Intercreditor Agreement or the MLSA Consent Agreement: (1) upon the Discharge of Senior Lender Claims and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if any Issuer or Subsidiary Guarantor subsequently incurs First Priority Lien Obligations that are secured by Liens on property or assets of any Issuer of the type constituting the Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of Permitted Liens, then the Issuers will be required to reinstitute the security arrangements with respect to the Collateral in favor of the Notes, which, in the case of any such subsequent First Priority Lien Obligations, will be Second Priority Liens on the Collateral securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by

 

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the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or other representative designated by the Issuers to hold the Second Priority Liens for the benefit of the holders of the Notes and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; (2) to enable the Issuer or any Subsidiary Guarantor to consummate the disposition of such property or assets to a Person that is not the Issuer or a Subsidiary Guarantor to the extent not prohibited under the Indenture; (3) in respect of the property and assets of a Subsidiary Guarantor, upon the designation of such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the Indenture and the definition of “Unrestricted Subsidiary,” and such Subsidiary Guarantor shall be automatically released from its obligations hereunder and under the Security Documents; (4) in respect of the property or assets of the Issuer, upon the release or discharge of the Issuer’s Notes Obligations in accordance with the Indenture; (5) in respect of the property and assets of a Subsidiary Guarantor, upon the release or discharge of the Note Guarantee of such Subsidiary Guarantor in accordance with the Indenture; (6) in respect of any property or assets securing First Priority Lien Obligations, upon the release of the security interests in such assets or property securing any such First Priority Lien Obligations, other than in connection with a Discharge of Senior Lender Claims; and (7) as described under Article IX.

Notwithstanding the foregoing, if an Event of Default under the Indenture exists on the date of Discharge of Senior Lender Claims, the Second Priority Liens on the Collateral securing the Notes will not be released pursuant to clause (1) or (6) of the preceding paragraph, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Priority Lien Obligations secured by the Collateral (but in such event, the Liens on the Collateral securing the Notes will be released when such Event of Default and all other Events of Default under the Indenture cease to exist).

(d) Satisfaction and Discharge.

The Issuer may terminate its obligations under the Indenture when (i) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Notes (x) have become due and payable, (y) will become due and payable at their stated maturity within the remaining term of the then-current Interest Period or (z) if redeemable at the option of the Issuer, are to be called for redemption within the remaining term of the then-current Interest Period under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer has irrevocably deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (ii) the Issuer and/or the Subsidiary Guarantors have paid all other sums payable under the Indenture and (iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent under the Indenture relating to satisfaction and discharge of the Indenture have been complied with.

(e) Evidence of Compliance with Conditions and Covenants.

The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer, beginning with the fiscal year ending on December 31, 2017, an Officer’s Certificate stating that in the course of the performance by the signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such previous fiscal year. If he or she does, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto. In addition, the Issuer is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute a Default, its status and what action the Issuer is taking or proposes to take with respect thereof.

 

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9.	Other Obligors.

It is expected that the Notes will be guaranteed by the Expected Subsidiary Guarantors. In addition, CEC is expected to give a modified collection guarantee in respect of the Notes.

The address for CEC is One Caesars Palace Drive, Las Vegas, Nevada 89109. The address for each such subsidiary is c/o Caesars Entertainment Operating Company, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109.

Contents of application for qualification. This application for qualification comprises:

(a) Pages numbered one to 21, consecutively, and Index to Exhibits.

(b) The statement of eligibility and qualification on Form T-1 of the Trustee under the Indenture to be qualified (to be filed by amendment as Exhibit T3G).

(c) The exhibits listed on the Index to Exhibits attached hereto in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the Trustee.

 

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Caesars Entertainment Operating Company, Inc., a corporation organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of New Orleans, and State of Louisiana, on the 8th day of July, 2016.

 

(SEAL)						CAESARS ENTERTAINMENT OPERATING COMPANY, INC.
Attest:		/s/ Nedra S. Gaines				By:		/s/ John Payne
		Name: Nedra S. Gaines						Name:		John Payne
								Title:		President and Chief Executive Officer

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Caesars Entertainment Corporation, a corporation organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Las Vegas, and State of Nevada, on the 8th day of July, 2016.

 

(SEAL)

CAESARS ENTERTAINMENT CORPORATION

Attest:

/s/ Jill Eaton

By:

/s/ Jacqueline Beato

Name:

Jill Eaton

Name:

Jacqueline Beato

Title:

Senior Vice President—Finance and Treasurer

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Expected Subsidiary Guarantors have duly caused this application to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of New Orleans, and State of Louisiana, on the 8th day of July, 2016.

 

(SEAL)								3535 LV CORP.
								B I GAMING CORPORATION
								BALLY’S MIDWEST CASINO, INC.
								BALLY’S PARK PLACE, INC.
Attest:		/s/ Nedra S. Gaines						BENCO, INC.
		Name:		Nedra S. Gaines				BL DEVELOPMENT CORP.
								BOARDWALK REGENCY CORPORATION
								CAESARS ENTERTAINMENT CANADA HOLDING, INC.
								CAESARS ENTERTAINMENT FINANCE CORP.
								CAESARS ENTERTAINMENT GOLF, INC.
								CAESARS ENTERTAINMENT RETAIL, INC.
								CAESARS MARKETING SERVICES CORPORATION
								CAESARS NEW JERSEY, INC.
								CAESARS PALACE CORPORATION
								CAESARS PALACE REALTY CORPORATION
								CAESARS PALACE SPORTS PROMOTIONS, INC.
								CAESARS TREX, INC.
								CAESARS UNITED KINGDOM, INC.
								CAESARS WORLD MARKETING CORPORATION
								CAESARS WORLD MERCHANDISING, INC.
								CAESARS WORLD, INC.
								CALIFORNIA CLEARING CORPORATION
								CASINO COMPUTER PROGRAMMING, INC.
								CONSOLIDATED SUPPLIES, SERVICES AND SYSTEMS
								DESERT PALACE, INC.
								EAST BEACH DEVELOPMENT CORPORATION
								FHR CORPORATION
								FLAMINGO-LAUGHLIN, INC.
								GCA ACQUISITION SUBSIDIARY, INC.
								GNOC, CORP.
								GRAND CASINOS, INC.
								GRAND MEDIA BUYING, INC.
								HARRAH SOUTH SHORE CORPORATION
								HARRAH’S ARIZONA CORPORATION
								HARRAH’S ILLINOIS CORPORATION
								HARRAH’S INTERACTIVE INVESTMENT COMPANY
								HARRAH’S INTERNATIONAL HOLDING COMPANY, INC.
								HARRAH’S INVESTMENTS, INC.

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INDEX TO EXHIBITS

 

Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3A-1

Amended and Restated Certificate of Incorporation of Caesars Entertainment Operating Company, Inc.

—

CEOC 8-K

—

3.1

5/6/2014

Exhibit T3A-2

Second Amended and Restated Certificate of Incorporation of Caesars Entertainment Corporation

—

CEC 10-K

12/31/2011

3.7

3/15/2012

Exhibit T3A-3

Articles of Organization of 190 Flamingo, LLC

—

CEOC S-4

—

3.204

10/29/2008

Exhibit T3A-4

Articles of Incorporation of 3535 LV Corp. (f/k/a Harrah’s Imperial Palace)

—

CEOC S-4

—

3.144

10/29/2008

Exhibit T3A-4.1

Certificate of Amendment to Articles of Incorporation of 3535 LV Corp.

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3A-4.1

7/8/2016

Exhibit T3A-5

Certificate of Formation of AJP Holdings, LLC

—

CEOC S-4

—

3.17

10/29/2008

Exhibit T3A-6

Certificate of Formation of AJP Parent, LLC

—

CEOC S-4

—

3.19

10/29/2008

Exhibit T3A-7

Articles of Incorporation of B I Gaming Corporation

—

CEOC S-4

—

3.104

10/29/2008

Exhibit T3A-8

Certificate of Incorporation of Bally’s Midwest Casino, Inc.

—

CEOC S-4

—

3.7

10/29/2008

Exhibit T3A-9

Certificate of Incorporation of Bally’s Park Place, Inc., as amended

—

CEOC S-4

—

3.250

10/29/2008

Exhibit T3A-10

Articles of Incorporation of Benco, Inc., as amended

—

CEOC S-4

—

3.106

10/29/2008

Exhibit T3A-11

Certificate of Formation of Biloxi Hammond, LLC

—

CEOC S-4

—

3.21

10/29/2008

Exhibit T3A-12

Certificate of Formation of Biloxi Village Walk Development, LLC

—

CEOC S-4

—

3.23

10/29/2008

Exhibit T3A-13

Articles of Incorporation of BL Development Corp.

—

CEOC S-4

—

3.84

10/29/2008

Exhibit T3A-14

Certificate of Incorporation of Boardwalk Regency Corporation (f/k/a Desert Palace of New Jersey, Inc.), as amended

—

CEOC S-4

—

3.252

10/29/2008

Exhibit T3A-14.1

Certificate of Amendment to the Certificate of Incorporation of Boardwalk Regency Corporation

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T-3A-14.1

7/8/2016

Exhibit T3A-15

Articles of Incorporation of Caesars Entertainment Canada Holding, Inc., as amended

—

CEOC S-4

—

3.112

10/29/2008

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Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3A-16

Articles of Incorporation of Caesars Entertainment Finance Corp., as amended

—

CEOC S-4

—

3.114

10/29/2008

Exhibit T3A-17

Articles of Incorporation of Caesars Entertainment Golf, Inc., as amended

—

CEOC S-4

—

3.108

10/29/2008

Exhibit T3A-18

Articles of Incorporation of Caesars Entertainment Retail, Inc., as amended

—

CEOC S-4

—

3.116

10/29/2008

Exhibit T3A-19

Articles of Organization of Caesars India Sponsor Company, LLC

—

CEOC S-4

—

3.206

10/29/2008

Exhibit T3A-20

Articles of Organization of Caesars License Company, LLC (f/k/a Harrah’s License Company, LLC)

—

CEOC S-4

—

3.218

10/29/2008

Exhibit T3A-20.1

Amendment to Articles of Organization of Caesars License Company, LLC

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3A-20.1

7/8/2016

Exhibit T3A-21

Articles of Incorporation of Caesars Marketing Services Corporation (f/k/a Harrah’s Marketing Services Corporation)

—

CEOC S-4

—

3.154

10/29/2008

Exhibit T3A-21.1

Certificate of Amendment to Articles of Incorporation of Caesars Marketing Services Corporation

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3A-21.1

7/8/2016

Exhibit T3A-22

Certificate of Incorporation of Caesars New Jersey, Inc., as amended

—

CEOC S-4

—

3.254

10/29/2008

Exhibit T3A-23

Certificate of Incorporation of Caesars Palace Corporation

—

CEOC S-4

—

3.11

10/29/2008

Exhibit T3A-24

Articles of Incorporation of Caesars Palace Realty Corporation

—

CEOC S-4

—

3.118

10/29/2008

Exhibit T3A-24.1

Certificate of Amendment to Articles of Incorporation of Caesars Palace Realty Corporation

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3A-24.1

7/8/2016

Exhibit T3A-25

Articles of Incorporation of Caesars Palace Sports Promotions, Inc., as amended

—

CEOC S-4

—

3.120

10/29/2008

Exhibit T3A-26

Restated Articles of Organization of Caesars Riverboat Casino, LLC, as amended

—

CEOC S-4

—

3.69

10/29/2008

Exhibit T3A-27

Certificate of Incorporation of Caesars Trex, Inc.

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3A-27

7/8/2016

Exhibit T3A-28

Articles of Incorporation of Caesars United Kingdom, Inc.

—

CEOC S-4

—

3.122

10/29/2008

Exhibit T3A-29

Certificate of Incorporation of Caesars World Marketing Corporation, as amended

—

CEOC S-4

—

3.256

10/29/2008

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Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3A-30

Articles of Incorporation of Caesars World Merchandising, Inc., as amended

—

CEOC S-4

—

3.124

10/29/2008

Exhibit T3A-31

Amended and Restated Articles of Incorporation of Caesars World, Inc., as amended

—

CEOC S-4

—

3.59

10/29/2008

Exhibit T3A-32

Articles of Incorporation of California Clearing Corporation

—

CEOC S-4

—

3.5

10/29/2008

Exhibit T3A-33

Articles of Incorporation of Casino Computer Programming, Inc.

—

CEOC S-4

—

3.63

10/29/2008

Exhibit T3A-34

Certificate of Formation of Chester Facility Holding Company, LLC

—

CEOC S-4

—

3.25

10/29/2008

Exhibit T3A-35

Articles of Incorporation of Consolidated Supplies, Services and Systems

—

CEOC S-4

—

3.128

10/29/2008

Exhibit T3A-36

Certificate of Formation of CZL Development Company, LLC

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3A-36

7/8/2016

Exhibit T3A-37

Articles of Organization of DCH Exchange, LLC

—

CEOC S-4

—

3.210

10/29/2008

Exhibit T3A-38

Articles of Organization of DCH Lender, LLC

—

CEOC S-4

—

3.298

10/29/2008

Exhibit T3A-39

Articles of Incorporation of Desert Palace, Inc., as amended

—

CEOC S-4

—

3.130

10/29/2008

Exhibit T3A-40

Articles of Organization of Durante Holdings, LLC

—

CEOC S-4

—

3.300

10/29/2008

Exhibit T3A-41

Articles of Incorporation of East Beach Development Corporation

—

CEOC S-4

—

3.96

10/29/2008

Exhibit T3A-42

Articles of Incorporation of FHR Corporation

—

CEOC S-4

—

3.134

10/29/2008

Exhibit T3A-43

Articles of Incorporation of Flamingo-Laughlin, Inc. (f/k/a Flamingo Hilton-Laughlin, Inc.), as amended

—

CEOC S-4

—

3.136

10/29/2008

Exhibit T3A-43.1

Certificate of Amendment to Articles of Incorporation of Flamingo-Laughlin, Inc.

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3A-43.1

7/8/2016

Exhibit T3A-44

Articles of Incorporation of GCA Acquisition Subsidiary, Inc.

—

CEOC S-4

—

3.86

10/29/2008

Exhibit T3A-45

Certificate of Incorporation of GNOC, Corp., as amended

—

CEOC S-4

—

3.258

10/29/2008

Exhibit T3A-46

Articles of Organization of Grand Casinos of Biloxi, LLC

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3A-46

7/8/2016

---

Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3A-47

Certificate of Formation of Grand Casinos of Mississippi, LLC—Gulfport

—

CEOC S-4

—

3.100

10/29/2008

Exhibit T3A-48

Second Amended and Restated Articles of Incorporation of Grand Casinos, Inc.

—

CEOC S-4

—

3.88

10/29/2008

Exhibit T3A-49

Second Amended and Restated Articles of Incorporation of Grand Media Buying, Inc.

—

CEOC S-4

—

3.90

10/29/2008

Exhibit T3A-50

Articles of Incorporation of Harrah South Shore Corporation, as amended

—

CEOC S-4

—

3.268

10/29/2008

Exhibit T3A-51

Articles of Incorporation of Harrah’s Arizona Corporation

—

CEOC S-4

—

3.140

10/29/2008

Exhibit T3A-52

Articles of Organization of Harrah’s Bossier City Investment Company, L.L.C.

—

CEOC S-4

—

3.75

10/29/2008

Exhibit T3A-53

Articles of Organization of Harrah’s Bossier City Management Company, LLC

—

CEOC S-4

—

3.214

10/29/2008

Exhibit T3A-54

Certificate of Formation of Harrah’s Chester Downs Investment Company, LLC, as amended

—

CEOC S-4

—

3.27

10/29/2008

Exhibit T3A-55

Articles of Organization of Harrah’s Chester Downs Management Company, LLC

—

CEOC S-4

—

3.216

10/29/2008

Exhibit T3A-56

Articles of Incorporation of Harrah’s Illinois Corporation

—

CEOC S-4

—

3.142

10/29/2008

Exhibit T3A-57

Articles of Incorporation of Harrah’s Interactive Investment Company

—

CEOC S-4

—

3.146

10/29/2008

Exhibit T3A-58

Certificate of Incorporation of Harrah’s International Holding Company, Inc.

—

CEOC S-4

—

3.13

10/29/2008

Exhibit T3A-59

Articles of Incorporation of Harrah’s Investments, Inc. (f/k/a Harrah’s Wheeling Corporation), as amended

—

CEOC S-4

—

3.148

10/29/2008

Exhibit T3A-60

Certificate of Formation of Harrah’s Iowa Arena Management, LLC

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3A-60

7/8/2016

Exhibit T3A-61

Articles of Incorporation of Harrah’s Management Company, as amended

—

CEOC S-4

—

3.152

10/29/2008

Exhibit T3A-62

Articles of Incorporation of Harrah’s Maryland Heights Operating Company, as amended

—

CEOC S-4

—

3.156

10/29/2008

Exhibit T3A-63

Certificate of Formation of Harrah’s MH Project, LLC

—

CEOC S-4

—

3.31

10/29/2008

Exhibit T3A-64

Articles of Organization of Harrah’s NC Casino Company, LLC

—

CEOC S-4

—

3.266

10/29/2008

Exhibit T3A-65

Articles of Incorporation of Harrah’s New Orleans Management Company, as amended

—

CEOC S-4

—

3.158

10/29/2008

---

				Incorporated By Reference
Exhibit		Description		Filed Herewith		Form		Period Ending		Exhibit		Filing Date
Exhibit T3A-66		Articles of Organization of Harrah’s North Kansas City LLC (f/k/a Harrah’s North Kansas City I LLC), as amended		—		CEOC S-4		—		3.102		10/29/2008
Exhibit T3A-67		Certificate of Formation of Harrah’s Operating Company Memphis, LLC		—		CEOC S-4		—		3.33		10/29/2008
Exhibit T3A-68		Articles of Incorporation of Harrah’s Pittsburgh Management Company, as amended		—		CEOC S-4		—		3.160		10/29/2008
Exhibit T3A-69		Articles of Incorporation of Harrah’s Reno Holding Company, Inc., as amended		—		CEOC S-4		—		3.162		10/29/2008
Exhibit T3A-70		Articles of Organization of Harrah’s Shreveport Investment Company, LLC		—		CEOC S-4		—		3.220		10/29/2008
Exhibit T3A-71		Articles of Organization of Harrah’s Shreveport Management Company, LLC		—		CEOC S-4		—		3.222		10/29/2008
Exhibit T3A-72		Certificate of Formation of Harrah’s Shreveport/Bossier City Holding Company, LLC		—		CEOC S-4		—		3.35		10/29/2008
Exhibit T3A-73		Certificate of Formation of Harrah’s Shreveport/Bossier City Investment Company, LLC, as amended		—		CEOC S-4		—		3.37		10/29/2008
Exhibit T3A-74		Articles of Incorporation of Harrah’s Southwest Michigan Casino Corporation		—		CEOC S-4		—		3.164		10/29/2008
Exhibit T3A-75		Articles of Incorporation of Harrah’s Travel, Inc.		—		CEOC S-4		—		3.166		10/29/2008
Exhibit T3A-76		Certificate of Formation of Harrah’s West Warwick Gaming Company, LLC		—		CEOC S-4		—		3.43		10/29/2008
Exhibit T3A-77		Articles of Incorporation of Harveys BR Management Company, Inc.		—		CEOC S-4		—		3.172		10/29/2008
Exhibit T3A-78		Articles of Incorporation of Harveys C.C. Management Company, Inc., as amended		—		CEOC S-4		—		3.174		10/29/2008
Exhibit T3A-79		Articles of Incorporation of Harveys Iowa Management Company, Inc.		—		CEOC S-4		—		3.176		10/29/2008
Exhibit T3A-80		Articles of Incorporation of Harveys Tahoe Management Company, Inc.		—		CEOC S-4		—		3.292		10/29/2008
Exhibit T3A-81		Articles of Organization of H-BAY, LLC		—		CEOC S-4		—		3.224		10/29/2008
Exhibit T3A-82		Articles of Incorporation of HBR Realty Company, Inc.		—		CEOC S-4		—		3.178		10/29/2008
Exhibit T3A-83		Articles of Organization of HCAL, LLC		—		CEOC S-4		—		3.225		10/29/2008
Exhibit T3A-84		Articles of Incorporation of HCR Services Company, Inc.		—		CEOC S-4		—		3.180		10/29/2008
Exhibit T3A-85		Articles of Incorporation of HEI Holding Company One, Inc.		—		CEOC S-4		—		3.182		10/29/2008

---

Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3A-86

Articles of Incorporation of HEI Holding Company Two, Inc.

—

CEOC S-4

—

3.184

10/29/2008

Exhibit T3A-87

Articles of Organization of HHLV Management Company, LLC, as amended

—

CEOC S-4

—

3.227

10/29/2008

Exhibit T3A-88

Articles of Organization of Hole in the Wall, LLC

—

CEOC S-4

—

3.229

10/29/2008

Exhibit T3A-89

Certificate of Limited Partnership of Horseshoe Entertainment

—

CEOC S-4

—

3.83

10/29/2008

Exhibit T3A-90

Certificate of Formation of Horseshoe Gaming Holding, LLC

—

CEOC S-4

—

3.44

10/29/2008

Exhibit T3A-91

Articles of Organization of Horseshoe GP, LLC

—

CEOC S-4

—

3.231

10/29/2008

Exhibit T3A-92

Articles of Incorporation of Horseshoe Hammond, LLC, as amended

—

CEOC S-4

—

3.71

10/29/2008

Exhibit T3A-93

Articles of Organization of Horseshoe Shreveport, L.L.C.

—

CEOC S-4

—

3.77

10/29/2008

Exhibit T3A-94

Articles of Incorporation of HTM Holding, Inc.

—

CEOC S-4

—

3.294

10/29/2008

Exhibit T3A-95

Certificate of Formation of Koval Holdings Company, LLC

—

CEOC S-4

—

3.48

10/29/2008

Exhibit T3A-96

Articles of Organization of Koval Investment Company, LLC

—

CEOC S-4

—

3.233

10/29/2008

Exhibit T3A-97

Articles of Organization of Las Vegas Golf Management, LLC

—

CEOC S-4

—

3.235

10/29/2008

Exhibit T3A-98

Amended and Restated Articles of Incorporation of Las Vegas Resort Development, Inc.

—

CEOC S-4

—

3.186

10/29/2008

Exhibit T3A-99

Articles of Incorporation of LVH Corporation

—

CEOC S-4

—

3.188

10/29/2008

Exhibit T3A-100

Certificate of Incorporation of Martial Development Corp.

—

CEOC S-4

—

3.260

10/29/2008

Exhibit T3A-101

Articles of Organization of Nevada Marketing, LLC, as amended

—

CEOC S-4

—

3.237

10/29/2008

Exhibit T3A-102

Certificate of Limited Partnership of New Gaming Capital Partnership, as amended

—

CEOC S-4

—

3.248

10/29/2008

Exhibit T3A-103

Certificate of Incorporation of Ocean Showboat, Inc., as amended

—

CEOC S-4

—

3.304

10/29/2008

Exhibit T3A-104

Articles of Incorporation of Parball Corporation

—

CEOC S-4

—

3.190

10/29/2008

Exhibit T3A-105

Articles of Organization of PHW Manager, LLC

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3A-105

7/8/2016

---

				Incorporated By Reference
Exhibit		Description		Filed Herewith		Form		Period Ending		Exhibit		Filing Date
Exhibit T3A-106		Articles of Incorporation of Players Bluegrass Downs, Inc.		—		CEOC S-4		—		3.73		10/29/2008
Exhibit T3A-107		Articles of Incorporation of Players Development, Inc.		—		CEOC S-4		—		3.192		10/29/2008
Exhibit T3A-108		Articles of Organization of Players Holding, LLC		—		CEOC S-4		—		3.239		10/29/2008
Exhibit T3A-109		Articles of Organization of Players International, LLC		—		CEOC S-4		—		3.240		10/29/2008
Exhibit T3A-110		Articles of Organization of Players LC, LLC		—		CEOC S-4		—		3.241		10/29/2008
Exhibit T3A-111		Articles of Organization of Players Maryland Heights Nevada, LLC		—		CEOC S-4		—		3.242		10/29/2008
Exhibit T3A-112		Articles of Incorporation of Players Resources, Inc.		—		CEOC S-4		—		3.194		10/29/2008
Exhibit T3A-113		Articles of Organization of Players Riverboat II, LLC		—		CEOC S-4		—		3.82		10/29/2008
Exhibit T3A-114		Articles of Organization of Players Riverboat Management, LLC		—		CEOC S-4		—		3.243		10/29/2008
Exhibit T3A-115		Articles of Organization of Players Riverboat, LLC		—		CEOC S-4		—		3.244		10/29/2008
Exhibit T3A-116		Certificate of Incorporation of Players Services, Inc.		—		CEOC S-4		—		3.262		10/29/2008
Exhibit T3A-117		Certificate of Formation of Reno Crossroads LLC		—		CEOC S-4		—		3.50		10/29/2008
Exhibit T3A-118		Articles of Incorporation of Reno Projects, Inc.		—		CEOC S-4		—		3.196		10/29/2008
Exhibit T3A-119		Articles of Incorporation of Rio Development Company, Inc., as amended		—		CEOC S-4		—		3.198		10/29/2008
Exhibit T3A-120		Articles of Incorporation of Robinson Property Group Corp.		—		CEOC S-4		—		3.98		10/29/2008
Exhibit T3A-121		Articles of Incorporation of Roman Entertainment Corporation of Indiana		—		CEOC S-4		—		3.65		10/29/2008
Exhibit T3A-122		Articles of Incorporation of Roman Holding Corporation of Indiana		—		CEOC S-4		—		3.67		10/29/2008
Exhibit T3A-123		Certificate of Formation of Showboat Atlantic City Mezz 1, LLC		—		CEOC S-4		—		3.270		10/29/2008
Exhibit T3A-124		Certificate of Formation of Showboat Atlantic City Mezz 2, LLC		—		CEOC S-4		—		3.272		10/29/2008
Exhibit T3A-125		Certificate of Formation of Showboat Atlantic City Mezz 3, LLC		—		CEOC S-4		—		3.274		10/29/2008

---

Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3A-126

Certificate of Formation of Showboat Atlantic City Mezz 4, LLC

—

CEOC S-4

—

3.276

10/29/2008

Exhibit T3A-127

Certificate of Formation of Showboat Atlantic City Mezz 5, LLC

—

CEOC S-4

—

3.278

10/29/2008

Exhibit T3A-128

Certificate of Formation of Showboat Atlantic City Mezz 6, LLC

—

CEOC S-4

—

3.280

10/29/2008

Exhibit T3A-129

Certificate of Formation of Showboat Atlantic City Mezz 7, LLC

—

CEOC S-4

—

3.282

10/29/2008

Exhibit T3A-130

Certificate of Formation of Showboat Atlantic City Mezz 8, LLC

—

CEOC S-4

—

3.284

10/29/2008

Exhibit T3A-131

Certificate of Formation of Showboat Atlantic City Mezz 9, LLC

—

CEOC S-4

—

3.286

10/29/2008

Exhibit T3A-132

Certificate of Formation of Showboat Atlantic City Operating Company, LLC

—

CEOC S-4

—

3.306

10/29/2008

Exhibit T3A-133

Certificate of Formation of Showboat Atlantic City Propco, LLC

—

CEOC S-4

—

3.288

10/29/2008

Exhibit T3A-134

Articles of Incorporation of Showboat Holding, Inc.

—

CEOC S-4

—

3.296

10/29/2008

Exhibit T3A-135

Southern Illinois Riverboat/Casino Cruises, Inc.

—

CEOC S-4

—

3.61

10/29/2008

Exhibit T3A-136

Certificate of Formation of Tahoe Garage Propco, LLC

—

CEOC S-4

—

3.290

10/29/2008

Exhibit T3A-137

Articles of Organization of TRB Flamingo, LLC

—

CEOC S-4

—

3.246

10/29/2008

Exhibit T3A-138

Articles of Incorporation of Trigger Real Estate Corporation

—

CEOC S-4

—

3.202

10/29/2008

Exhibit T3A-139

Certificate of Incorporation of Tunica Roadhouse Corporation (f/k/a Sheraton Tunica Corporation)

—

CEOC S-4

—

3.15

10/29/2008

Exhibit T3A-139.1

Certificate of Amendment of Certificate of Incorporation of Tunica Roadhouse Corporation

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3A-139.1

7/8/2016

Exhibit T3A-140

Certificate of Formation of Village Walk Construction, LLC

—

CEOC S-4

—

3.52

10/29/2008

Exhibit T3A-141

Certificate of Formation of Winnick Holdings, LLC

—

CEOC S-4

—

3.55

10/29/2008

Exhibit T3A-142

Certificate of Formation of Winnick Parent, LLC

—

CEOC S-4

—

3.54

10/29/2008

Exhibit T3B-1

Bylaws of Caesars Entertainment Operating Company, Inc. (f/k/a Harrah’s Operating Company, Inc.), as amended.

—

CEOC S-4

—

3.4

10/29/2008

---

Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3B-2

Amended Bylaws of Caesars Entertainment Corporation

—

CEC 10-K

12/31/2011

3.8

3/15/2012

Exhibit T3B-3

Operating Agreement of 190 Flamingo, LLC

—

CEOC S-4

—

3.205

10/29/2008

Exhibit T3B-4

Bylaws of 3535 LV Corp. (f/k/a Harrah’s Imperial Palace)

—

CEOC S-4

—

3.145

10/29/2008

Exhibit T3B-5

Operating Agreement of AJP Holdings, LLC

—

CEOC S-4

—

3.18

10/29/2008

Exhibit T3B-6

Operating Agreement of AJP Parent, LLC

—

CEOC S-4

—

3.20

10/29/2008

Exhibit T3B-7

Bylaws of B I Gaming Corporation

—

CEOC S-4

—

3.105

10/29/2008

Exhibit T3B-8

Bylaws of Bally’s Midwest Casino, Inc.

—

CEOC S-4

—

3.8

10/29/2008

Exhibit T3B-9

Amended and Restated Bylaws of Bally’s Park Place, Inc.

—

CEOC S-4

—

3.251

10/29/2008

Exhibit T3B-10

Bylaws of Benco, Inc. (f/k/a Park Place Marketing, Inc.)

—

CEOC S-4

—

3.107

10/29/2008

Exhibit T3B-11

Operating Agreement of Biloxi Hammond, LLC

—

CEOC S-4

—

3.22

10/29/2008

Exhibit T3B-12

Operating Agreement of Biloxi Village Walk Development, LLC

—

CEOC S-4

—

3.24

10/29/2008

Exhibit T3B-13

Bylaws of BL Development Corp.

—

CEOC S-4

—

3.85

10/29/2008

Exhibit T3B-14

Bylaws of Boardwalk Regency Corporation (f/k/a Desert Palace of New Jersey, Inc.)

—

CEOC S-4

—

3.253

10/29/2008

Exhibit T3B-15

Bylaws of Caesars Entertainment Canada Holding, Inc. (f/k/a Park Place Canada Holding, Inc.)

—

CEOC S-4

—

3.113

10/29/2008

Exhibit T3B-16

Bylaws of Caesars Entertainment Finance Corp. (f/k/a Park Place Financial Corp.)

—

CEOC S-4

—

3.115

10/29/2008

Exhibit T3B-17

Bylaws of Caesars Entertainment Golf, Inc. (f/k/a PPE-Golf, Inc.)

—

CEOC S-4

—

3.109

10/29/2008

Exhibit T3B-18

Bylaws of Caesars Entertainment Retail, Inc. (f/k/a Park Place Entertainment Retail, Inc.)

—

CEOC S-4

—

3.117

10/29/2008

Exhibit T3B-19

Operating Agreement of Caesars India Sponsor Company, LLC

—

CEOC S-4

—

3.207

10/29/2008

Exhibit T3B-20

Operating Agreement of Caesars License Company, LLC

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3B-20

7/8/2016

---

Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3B-21

Bylaws of Caesars Marketing Services Corporation

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3B-21

7/8/2016

Exhibit T3B-22

Amended and Restated Bylaws of Caesars New Jersey, Inc.

—

CEOC S-4

—

3.207

10/29/2008

Exhibit T3B-23

Amended and Restated Bylaws of Caesars Palace Corporation

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3B-23

7/8/2016

Exhibit T3B-24

Bylaws of Caesars Palace Realty Corporation

—

CEOC S-4

—

3.119

10/29/2008

Exhibit T3B-25

Amended and Restated Bylaws of Caesars Palace Sports Promotions, Inc.

—

CEOC S-4

—

3.121

10/29/2008

Exhibit T3B-26

Amended and Restated Operating Agreement of Caesars Riverboat Casino, LLC

—

CEOC S-4

—

3.70

10/29/2008

Exhibit T3B-27

Bylaws of Caesars Trex, Inc.

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3B-27

7/8/2016

Exhibit T3B-28

Bylaws of Caesars United Kingdom, Inc.

—

CEOC S-4

—

3.123

10/29/2008

Exhibit T3B-29

Bylaws of Caesars World Marketing Corporation (f/k/a Caesars World Branch Office Marketing, Inc.)

—

CEOC S-4

—

3.257

10/29/2008

Exhibit T3B-30

Code of Bylaws of Caesars World Merchandising, Inc. (f/k/a Caesars Tahoe Production, Inc.)

—

CEOC S-4

—

3.125

10/29/2008

Exhibit T3B-31

Amended and Restated Bylaws of Caesars World, Inc.

—

CEOC S-4

—

3.60

10/29/2008

Exhibit T3B-32

Bylaws of California Clearing Corporation

—

CEOC S-4

—

3.6

10/29/2008

Exhibit T3B-33

Bylaws of Casino Computer Programming, Inc.

—

CEOC S-4

—

3.64

10/29/2008

Exhibit T3B-34

Operating Agreement of Chester Facility Holding Company, LLC

—

CEOC S-4

—

3.26

10/29/2008

Exhibit T3B-35

Bylaws of Consolidated Supplies, Services and Systems

—

CEOC S-4

—

3.129

10/29/2008

Exhibit T3B-36

Operating Agreement of CZL Development Company, LLC

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3B-36

7/8/2016

Exhibit T3B-37

Operating Agreement of DCH Exchange, LLC

—

CEOC S-4

—

3.211

10/29/2008

---

Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3B-38

Operating Agreement of DCH Lender, LLC

—

CEOC S-4

—

3.299

10/29/2008

Exhibit T3B-39

Bylaws of Desert Palace, Inc., as amended

—

CEOC S-4

—

3.131

10/29/2008

Exhibit T3B-40

Amended and Restated Operating Agreement of Durante Holdings, LLC

—

CEOC S-4

—

3.301

10/29/2008

Exhibit T3B-41

Bylaws of East Beach Development Corporation

—

CEOC S-4

—

3.97

10/29/2008

Exhibit T3B-42

Bylaws of FHR Corporation

—

CEOC S-4

—

3.135

10/29/2008

Exhibit T3B-43

Code of Bylaws of Flamingo-Laughlin, Inc. (f/k/a Flamingo Hilton-Laughlin, Inc.)

—

CEOC S-4

—

3.137

10/29/2008

Exhibit T3B-44

Bylaws of GCA Acquisition Subsidiary, Inc.

—

CEOC S-4

—

3.87

10/29/2008

Exhibit T3B-45

Bylaws of GNOC, Corp.

—

CEOC S-4

—

3.259

10/29/2008

Exhibit T3B-46

Operating Agreement of Grand Casinos of Biloxi, LLC

—

CEOC S-4

—

3.93

10/29/2008

Exhibit T3B-47

Limited Liability Company Operating Agreement of Grand Casinos of Mississippi, LLC—Gulfport

—

CEOC S-4

—

3.101

10/29/2008

Exhibit T3B-48

Amended and Restated Bylaws of Grand Casinos, Inc.

—

CEOC S-4

—

3.89

10/29/2008

Exhibit T3B-49

Bylaws of Grand Media Buying, Inc.

—

CEOC S-4

—

3.91

10/29/2008

Exhibit T3B-50

Amended and Restated Bylaws of Harrah South Shore Corporation

—

CEOC S-4

—

3.269

10/29/2008

Exhibit T3B-51

Amended and Restated Bylaws of Harrah’s Arizona Corporation

—

CEOC S-4

—

3.141

10/29/2008

Exhibit T3B-52

Limited Liability Company Agreement of Harrah’s Bossier City Investment Company, L.L.C.

—

CEOC S-4

—

3.76

10/29/2008

Exhibit T3B-53

Operating Agreement of Harrah’s Bossier City Management Company, LLC

—

CEOC S-4

—

3.215

10/29/2008

Exhibit T3B-54

Amended and Restated Operating Agreement of Harrah’s Chester Downs Investment Company, LLC

—

CEOC S-4

—

3.28

10/29/2008

Exhibit T3B-55

Amended Operating Agreement of Harrah’s Chester Downs Management Company, LLC

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3B-55

7/8/2016

Exhibit T3B-56

Amended and Restated Bylaws of Harrah’s Illinois Corporation

—

CEOC S-4

—

3.143

10/29/2008

---

Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3B-57

Amended and Restated Bylaws of Harrah’s Interactive Investment Company

—

CEOC S-4

—

3.147

10/29/2008

Exhibit T3B-58

Bylaws of Harrah’s International Holding Company, Inc.

—

CEOC S-4

—

3.14

10/29/2008

Exhibit T3B-59

Amended and Restated Bylaws of Harrah’s Investments, Inc. (f/k/a Harrah’s Wheeling Corporation)

—

CEOC S-4

—

3.149

10/29/2008

Exhibit T3B-60

Operating Agreement of Harrah’s Iowa Arena Management, LLC

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3B-60

7/8/2016

Exhibit T3B-61

Amended and Restated Bylaws of Harrah’s Management Company

—

CEOC S-4

—

3.153

10/29/2008

Exhibit T3B-62

Amended and Restated Bylaws of Harrah’s Maryland Heights Operating Company

—

CEOC S-4

—

3.157

10/29/2008

Exhibit T3B-63

Operating Agreement of Harrah’s MH Project, LLC

—

CEOC S-4

—

3.32

10/29/2008

Exhibit T3B-64

Operating Agreement of Harrah’s NC Casino Company, LLC

—

CEOC S-4

—

3.267

10/29/2008

Exhibit T3B-65

Amended and Restated Bylaws of Harrah’s New Orleans Management Company

—

CEOC S-4

—

3.159

10/29/2008

Exhibit T3B-66

Operating Agreement of Harrah’s North Kansas City LLC (f/k/a Harrah’s North Kansas City I LLC)

—

CEOC S-4

—

3.103

10/29/2008

Exhibit T3B-67

Operating Agreement of Harrah’s Operating Company Memphis, LLC

—

CEOC S-4

—

3.34

10/29/2008

Exhibit T3B-68

Amended and Restated Bylaws of Harrah’s Pittsburgh Management Company

—

CEOC S-4

—

3.161

10/29/2008

Exhibit T3B-69

Bylaws of Harrah’s Reno Holding Company, Inc.

—

CEOC S-4

—

3.163

10/29/2008

Exhibit T3B-70

Operating Agreement of Harrah’s Shreveport Investment Company, LLC

—

CEOC S-4

—

3.221

10/29/2008

Exhibit T3B-71

Operating Agreement of Harrah’s Shreveport Management Company, LLC

—

CEOC S-4

—

3.223

10/29/2008

Exhibit T3B-72

Limited Liability Company Agreement of Harrah’s Shreveport/Bossier City Holding Company, LLC

—

CEOC S-4

—

3.36

10/29/2008

Exhibit T3B-73

Operating Agreement of Harrah’s Shreveport/Bossier City Investment Company, LLC

—

CEOC S-4

—

3.38

10/29/2008

Exhibit T3B-74

Amended and Restated Bylaws of Harrah’s Southwest Michigan Casino Corporation

—

CEOC S-4

—

3.165

10/29/2008

Exhibit T3B-75

Bylaws of Harrah’s Travel, Inc.

—

CEOC S-4

—

3.167

10/29/2008

---

				Incorporated By Reference
Exhibit		Description		Filed Herewith		Form		Period Ending		Exhibit		Filing Date
Exhibit T3B-76		Bylaws of Harveys BR Management Company, Inc.		—		CEOC S-4		—		3.173		10/29/2008
Exhibit T3B-77		Revised Bylaws of Harveys C.C. Management Company, Inc.		—		CEOC S-4		—		3.175		10/29/2008
Exhibit T3B-78		Bylaws of Harveys Iowa Management Company, Inc.		—		CEOC S-4		—		3.177		10/29/2008
Exhibit T3B-79		Bylaws of Harveys Tahoe Management Company, Inc.		—		CEOC S-4		—		3.293		10/29/2008
Exhibit T3B-80		Bylaws of HBR Realty Company, Inc.		—		CEOC S-4		—		3.179		10/29/2008
Exhibit T3B-81		Operating Agreement of HCAL, LLC		—		CEOC S-4		—		3.226		10/29/2008
Exhibit T3B-82		Bylaws of HCR Services Company, Inc.		—		CEOC S-4		—		3.181		10/29/2008
Exhibit T3B-83		Bylaws of HEI Holding Company One, Inc.		—		CEOC S-4		—		3.183		10/29/2008
Exhibit T3B-84		Bylaws of HEI Holding Company Two, Inc.		—		CEOC S-4		—		3.185		10/29/2008
Exhibit T3B-85		Operating Agreement of HHLV Management Company, LLC		—		CEOC S-4		—		3.228		10/29/2008
Exhibit T3B-86		Amended and Restated Operating Agreement of Hole in the Wall, LLC		—		CEOC S-4		—		3.230		10/29/2008
Exhibit T3B-87		Limited Partnership Agreement of Horseshoe Entertainment		—		CEOC S-4		—		3.83		10/29/2008
Exhibit T3B-88		Operating Agreement of Horseshoe Gaming Holding, LLC		—		CEOC S-4		—		3.45		10/29/2008
Exhibit T3B-89		Operating Agreement of Horseshoe GP, LLC		—		CEOC S-4		—		3.45		10/29/2008
Exhibit T3B-90		Operating Agreement of Horseshoe Hammond, LLC		—		CEOC S-4		—		3.72		10/29/2008
Exhibit T3B-91		Bylaws of HTM Holding, Inc. (f/k/a HTM Operating Company, Inc.)		—		CEOC S-4		—		3.295		10/29/2008
Exhibit T3B-92		Operating Agreement of Koval Holdings Company, LLC		—		CEOC S-4		—		3.49		10/29/2008
Exhibit T3B-93		Operating Agreement of Koval Investment Company, LLC		—		CEOC S-4		—		3.234		10/29/2008
Exhibit T3B-94		Amended and Restated Operating Agreement of Las Vegas Golf Management, LLC (f/k/a Harrah’s Las Vegas National Golf Management Company, LLC)		—		CEOC S-4		—		3.236		10/29/2008
Exhibit T3B-95		Bylaws of Las Vegas Resort Development, Inc.		—		CEOC S-4		—		3.187		10/29/2008

---

Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3B-96

Bylaws of LVH Corporation

—

CEOC S-4

—

3.189

10/29/2008

Exhibit T3B-97

Bylaws of Martial Development Corp.

—

CEOC S-4

—

3.261

10/29/2008

Exhibit T3B-98

Operating Agreement of Nevada Marketing, LLC

—

CEOC S-4

—

3.238

10/29/2008

Exhibit T3B-99

Second Amended and Restated Limited Partnership Agreement of New Gaming Capital Partnership

—

CEOC S-4

—

3.249

10/29/2008

Exhibit T3B-100

Amended and Restated Bylaws of Ocean Showboat, Inc.

—

CEOC S-4

—

3.305

10/29/2008

Exhibit T3B-101

Bylaws of Parball Corporation

—

CEOC S-4

—

3.191

10/29/2008

Exhibit T3B-101.1

Amendment of Bylaws of Parball Corporation

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3B-101.1

7/8/2016

Exhibit T3B-102

Operating Agreement of PHW Manager, LLC

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3B-102

7/8/2016

Exhibit T3B-103

Bylaws of Players Bluegrass Downs, Inc.

—

CEOC S-4

—

3.74

10/29/2008

Exhibit T3B-104

Bylaws of Players Development, Inc.

—

CEOC S-4

—

3.193

10/29/2008

Exhibit T3B-105

Bylaws of Players Resources, Inc.

—

CEOC S-4

—

3.195

10/29/2008

Exhibit T3B-106

Operating Agreement of Players Riverboat, LLC

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T3B-106

7/8/2016

Exhibit T3B-107

Bylaws of Players Services, Inc.

—

CEOC S-4

—

3.263

10/29/2008

Exhibit T3B-108

Amended and Restated Operating Agreement of Reno Crossroads LLC

—

CEOC S-4

—

3.51

10/29/2008

Exhibit T3B-109

Bylaws of Reno Projects, Inc.

—

CEOC S-4

—

3.197

10/29/2008

Exhibit T3B-110

Bylaws of Rio Development Company, Inc., as amended (f/k/a Marcor Development - Nevada, Inc.)

—

CEOC S-4

—

3.199

10/29/2008

Exhibit T3B-111

Bylaws of Robinson Property Group Corp.

—

CEOC S-4

—

3.99

10/29/2008

Exhibit T3B-112

Bylaws of Roman Entertainment Corporation of Indiana

—

CEOC S-4

—

3.66

10/29/2008

---

				Incorporated By Reference
Exhibit		Description		Filed Herewith		Form		Period Ending		Exhibit		Filing Date
Exhibit T3B-113		Bylaws of Roman Holding Corporation of Indiana		—		CEOC S-4		—		3.68		10/29/2008
Exhibit T3B-114		Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 1, LLC		—		CEOC S-4		—		3.271		10/29/2008
Exhibit T3B-115		Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 2, LLC		—		CEOC S-4		—		3.273		10/29/2008
Exhibit T3B-116		Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 3, LLC		—		CEOC S-4		—		3.275		10/29/2008
Exhibit T3B-117		Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 4, LLC		—		CEOC S-4		—		3.277		10/29/2008
Exhibit T3B-118		Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 5, LLC		—		CEOC S-4		—		3.279		10/29/2008
Exhibit T3B-119		Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 6, LLC		—		CEOC S-4		—		3.281		10/29/2008
Exhibit T3B-120		Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 7, LLC		—		CEOC S-4		—		3.283		10/29/2008
Exhibit T3B-121		Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 8, LLC		—		CEOC S-4		—		3.285		10/29/2008
Exhibit T3B-122		Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 9, LLC		—		CEOC S-4		—		3.287		10/29/2008
Exhibit T3B-123		Limited Liability Company Agreement of Showboat Atlantic City Operating Company, LLC		—		CEOC S-4		—		3.307		10/29/2008
Exhibit T3B-124		Amended and Restated Operating Agreement of Showboat Atlantic City Propco, LLC		—		CEOC S-4		—		3.289		10/29/2008
Exhibit T3B-125		Bylaws of Showboat Holding, Inc.		—		CEOC S-4		—		3.297		10/29/2008
Exhibit T3B-126		Bylaws of Southern Illinois Riverboat/Casino Cruises, Inc.		—		CEOC S-4		—		3.62		10/29/2008
Exhibit T3B-127		Amended and Restated Operating Agreement of Tahoe Garage Propco, LLC		—		CEOC S-4		—		3.291		10/29/2008
Exhibit T3B-128		Amended and Restated Operating Agreement of TRB Flamingo, LLC		—		CEOC S-4		—		3.247		10/29/2008
Exhibit T3B-129		Bylaws of Trigger Real Estate Corporation		—		CEOC S-4		—		3.203		10/29/2008
Exhibit T3B-130		Bylaws of Tunica Roadhouse Corporation (f/k/a Sheraton Tunica Corporation)		—		CEOC S-4		—		3.16		10/29/2008

---

Incorporated By Reference

Exhibit

Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Exhibit T3B-131

Operating Agreement of Village Walk Construction, LLC

—

CEOC S-4

—

3.53

10/29/2008

Exhibit T3B-132

Amended and Restated Operating Agreement of Winnick Holdings, LLC

—

CEOC S-4

—

3.56

10/29/2008

Exhibit T3C*

Form of Indenture governing the Notes.

Exhibit T3D

Not applicable.

Exhibit T3E-1

Disclosure Statement for the Second Amended Joint Plan of Reorganization of Caesars Entertainment Operating Company, Inc., et al., Chapter 11 of the Bankruptcy Code, dated June 28, 2016.

—

CEOC T- 3 (with respect to First Priority Senior Secured Notes)

—

T-3E1

7/8/2016

Exhibit T3E-2

Second Amended Joint Plan of Reorganization of Caesars Entertainment Operating Company, Inc., et al., under Chapter 11 of the Bankruptcy Code, dated June 28, 2016.

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

T-3E2

7/8/2016

Exhibit T3F*

Cross-reference sheet (included in Exhibit T3C).

Exhibit T3G*

Form T-1 qualifying the Trustee under the Indenture to be qualified pursuant to this Form T-3.

Exhibit 99.1*

List of subsidiaries of Caesars Entertainment Corporation

Exhibit 99.2

List of subsidiaries of Caesars Entertainment Operating Company, Inc.

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

99.2

7/8/2016

Exhibit 99.3

Directors, executive officers and capitalization of the Expected Subsidiary Guarantors.

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

99.3

7/8/2016

Exhibit 99.4

Principal ownership of voting securities of the Expected Subsidiary Guarantors.

—

CEOC T-3 (with respect to First Priority Senior Secured Notes)

—

99.4

7/8/2016

 

*	To be filed by amendment.