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This Omnibus Amendment (“ Amendment ”) is entered into on September 30, 2013, by and among CR BALTIMORE HOLDINGS, LLC, a Delaware limited liability company (“ CR ”), CBAC GAMING, LLC, a Delaware limited liability company (the “ Company ”), CBAC BORROWER, LLC, a Delaware limited liability company (the “ Borrower Subsidiary ”), and CAESARS BALTIMORE MANAGEMENT COMPANY, LLC, a Delaware limited liability company (“ Manager ”), CVPR GAMING HOLDINGS, LLC, a Maryland limited liability company (“ CVP ”), STRON-MD LIMITED PARTNERSHIP, a Delaware limited partnership (“ Stronach ”) and PRT TWO LLC, a Maryland limited liability company (“ PRT TWO ”).
WHEREAS, CR, the Company, CVP, Stronach and PRT TWO are parties to that certain Second Amended and Restated Operating Agreement of the Company, dated October 23, 2012 (the “ Operating Agreement ”);
WHEREAS, the Borrower Subsidiary and Manager are parties to that certain Management Agreement, dated October 23, 2012, as a result of the assignment of that agreement by the Company to the Borrower Subsidiary on July 1, 2013 (the “ Management Agreement ”);
WHEREAS, the Borrower Subsidiary and CR are parties to that certain Development Agreement, dated October 23, 2012, as a result of the assignment of that agreement by the Company to the Borrower Subsidiary on July 1, 2013 (the “ Development Agreement ”);
WHEREAS, the parties hereto desire to amend the Operating Agreement and the Management Agreement and modify certain provisions thereof as provided herein;
WHEREAS, pursuant to Section 19.2.10 of the Management Agreement, the Management Agreement may be modified, changed or amended in an instrument in writing signed by the Borrower Subsidiary and the Manager; and
WHEREAS, CR, as the developer under the Development Agreement, desires to provide a written notice to the Borrower Subsidiary pursuant to the Development Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows:
1. DEFINITIONS. Capitalized terms not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Operating Agreement.
2. MODIFICATIONS TO OPERATING AGREEMENT.
2.1 Section 1.7. Section 1.7 is hereby amended by inserting the words “or any Subsidiary” after the words “the Company”.
2.2 Section 2.9. Section 2.9 is hereby amended to include the following as a new last sentence thereof:
“The Company shall not permit any of its Subsidiaries to issue equity interests (other than to the Company or its wholly owned Subsidiaries) without first offering each Member the reasonable opportunity to maintain a relative economic interest in the operations of such Subsidiary equivalent to its Percentage Interest (it being understood, for the avoidance of doubt, that the foregoing shall not be construed to restrict the ability of the Company or a Subsidiary to pledge or otherwise Transfer the equity interests in a Subsidiary).”
2.3 Section 5.6(a). Section 5.6(a) of the Operating Agreement is hereby amended and restated in its entirety as follows:
“(a) Affiliate Transactions . Each Member shall have the right to approve any transaction or agreement (and any amendment or modification of such transaction or agreement), solely between the Company or any Subsidiary of the Company, on the one hand, and the Managing Member or an Affiliate of the Managing Member (other than the Company or any Subsidiary of the Company), on the other hand, other than, in any case, (i) any such transaction or agreement on terms reflecting Fair Market Value, (ii) any reimbursement of actual “out-of-pocket” expenses reasonably incurred by any Member or any of its Affiliates in the furtherance of the Company’s or its S