EX-10.1
AMENDMENT TO ESCROW AGREEMENT
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Amendment dated as of July 18, 1996 to Escrow Agreement dated February
6, 1990, as amended October 29, 1993, and June 7, 1995 (the "Escrow Agreement"),
between Harrah's Entertainment, Inc., formerly The Promus Companies Incorporated
(the "Company"), the subsidiaries listed on the execution page of this Amendment
("Subsidiaries"), and NationsBank (formerly Sovran Bank and formerly Commerce
Union Bank) (the "Escrow Agent").
WHEREAS, pursuant to Section 5.02 of the Escrow Agreement, the Company
maintains the right to amend the Escrow Agreement by an instrument in writing
signed on behalf of the parties to the Escrow Agreement, together with the
written consent of Participants having at least 50% of all amounts being
accounted for in the Escrow Fund with respect to their accounts (which consent
is attached hereto);
WHEREAS, pursuant to Section 5.02 of the Escrow Agreement, the
undersigned parties hereby adopt this Amendment to become effective as of the
date hereof.
NOW THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Section 1.02 of the Plan is amended to read in its
entirety as follows:
Section 1.02. Participants. The Participants under this Escrow
Agreement are all individuals who have an EDCP account
balance. The Company may add Participants upon written notice
to the Escrow Agent from the Chief Executive Officer of the
Company. The Company will notify the Escrow Agent from time to
time of the names of the Participants under this Escrow
Agreement. For purposes of this Escrow Agreement, the
beneficiary of any Participant who dies shall be deemed a
Participant under this Agreement to the extent such
beneficiary is entitled to the then-accrued benefits under the
Plans covered by this Escrow Agreement.
2. The following sentence is added at the end of Section
3.01(a) of the Escrow Agreement:
Notwithstanding anything in this Escrow Agreement to the
contrary, the Company's Chief Executive Officer and Chief
Financial Officer, jointly, shall have authority to direct the
Escrow Agent in writing, from time to
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time (the "Payment Notice), to pay directly to any Participant
(or beneficiary if the Participant is deceased) who is
entitled to a payment under the Plans such amount as may be
directed in the Payment Notice for purposes of satisfying
accrued benefits under any of the Plans, including but not
limited to benefits payable by reason of a Participant's or
beneficiary's exercise of a call provision under the EDCP, and
the Escrow Agent shall utilize for such payment such funds or
investments in escrow, including but not limited to, cash
and/or the cash surrender value of any insurance policies or
contracts, as may be directed in the Payment Notice which may
include directions to cash in a policy or borrow against a
policy to obtain the funds for the benefit payments. Such
payment shall be made by the Escrow Agent as soon as
practicable. The Escrow Agent shall act only as an
administrative agent and carry out the directions in the
Payment Notice in accordance with this paragraph and shall not
be responsible for the payment decision. If any Payment Notice
violates any duty or other requirement under this Escrow
Agreement or applicable law, the entire responsibility shall
rest upon the Company. The Escrow Agent shall be fully
protected in acting upon or complying with any restrictions or
directions provided in the Payment Notice in accordance with
this paragraph.
3. The parties understand that the parties to the Escrow
Agreement are Harrah's Entertainment, Inc., Harrah's
Operating Company, Inc., and NationsBank.
Executed as of this 18th day of July, 1996.
HARRAH'S ENTERTAINMENT, INC.
By: NEIL F. BARNHART
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Title: VICE PRESIDENT
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HARRAH'S OPERATING COMPANY, INC.
By: NEIL F. BARNHART
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Title: VICE PRESIDENT
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NATIONSBANK
By: R. OTIS GOODIN
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Title: VICE PRESIDENT
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CONSENT
The signatories below, being Participants under the Escrow Agreement
dated as of February 6, 1990, as amended October 29, 1993, and June 7, 1995 (the
"Escrow Agreement"), as the term "Participants" is defined in the Escrow
Agreement, and who together have at least 50% of all amounts accounted for in
the Escrow Agreement applicable to benefits payable to them, hereby consent to
the Amendment, attached hereto and dated as of July 18, 1996, to the Escrow
Agreement.
MICHAEL D. ROSE LAURANCE B. LACAFF
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Michael D. Rose Laurance B. Lacaff
PHILIP G. SATRE J. W. McALLISTER
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Philip G. Satre J. W. McAllister
BEN C. PETERNELL RONALD A. LENCZYCKI
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Ben C. Peternell Ronald A. Lenczycki
COLIN V. REED JAMES B. FARLEY
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Colin V. Reed James B. Farley
CHARLES A. LEDSINGER, JR. BOAKE A. SELLS
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Charles A. Ledsinger, Jr. Boake A. Sells
E. O. ROBINSON, JR. WALTER J. SALMON
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E. O. Robinson, Jr. Walter J. Salmon
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