EXHIBIT 6(Page $8 of 145) Amended and Restated Certificate of Incorporation-Caesars Entertainnent Corp Page 1 of 17 EX.3.1 2 dex31_htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION-CAESARS ENTERTAINMENT CORP AMENDED AND RESTATED CERTIFICATE OF INCORPORATION or MARRAII'S ENTERTAINMENT, INC. Dated as of November 22, 2010 HARRANH'S ENTERTAINMENT, INC, a Delaware corporation (the “Corporation”), does hereby certify that: FIRST: The present name of the Corporation is “HARRAH'S ENTERTAINMENT, INC". The Corporation was originally incorporated by the filing of ite original Certificate of Incorporation with the Secretary of State of the State of Delaware (the "DE Seerstary") ‘on November 2, 1980 under the name “THE PROMUS COMPANIES INCORPORATED”. SECOND: An Amended Conificate of Incorporation of the Corporation (the “Amended Certificate”) wae filed vith the DE Seotetary on Tannary 28, 2008 THIRN: This Amended and Restated! Certificate of Incorporation (his “Centifiate”) amends and rsttes in ie entirety the Amended Certificate, and has heen approved in accovdanoe with Sections 242 and 348 af the General Corporation Taw of the State of Delaware and by the stockholders of te Corporation in accordance with Sections 228 and 245 ofthe Ceneral Corporation Law ofthe State af Delaware FOURTH: This Certificate shall become effective immediately upon its filing with the DE Secretary FIFTH: Upon the filing of this Cestfcate with the DF Secretary, the Amended Cestifcste shall he amend and restated in ite entirety to read asset forth on Exhibit A attached hereto. httpu/Avww.sec.gov/Archives/edgar/data/858339/0001 193 12510268903/dex31.htm 9/11/2012(Page $9 of 145) Amended and Restated Certificate of Incorporation-Caesars Entertainment Corp Page 2 of 17 IN WITNESS WHEREOF, the undersigned, being the Vice President, Associate General Counsel and Comporate Secretary of th Corporation, DOES HERERY CERTIFY thatthe facts hereinabove stated ate truly set forth and, accordingly, such officer has hereunt seth hand as ofthe dat frst above writen HARRAH’S ENTERTAINMENT, INC. By: o/ Micnart DB Cone Name: Michael D. Cohen Title. View President, Associvic General Counsel and Coiporate Secictary htip:/www.sec.gov/Archives/edgar/data/858339/0001 193125 10268903/dex3 | htm nia,(Page 60 of 145) Amended and Restated Certificate of Incorporation-Cacsars Entertainment Corp Page 3 of 17 Exhibit, AMENDED AND RESTATED. (CERTIFICATE OF INCORPORATION oF CAESARS ENTERTAINMENT CORPORATION ARTICLE! NAME OF THE CORFORATION ‘The name of the corporation (the “Comporation”) is: Caesars Entertainment Corporation. ARTICLE Il RECISTERED OFFICE; REGISTERED AGENT ‘The adétess ofthe registered office of the Corporation in the State of Delaware is: 27!1 Centerville Road, Suite 400, Wilmington, Now Cactle County, DE 19808, The name ofthe registered agent ofthe Corporation at euch address is Corporation Service Company. ARTICLE PURPOSE, ‘The nature of the business or purposes to be conducted or promoted by the Corporation is to engage ‘hich corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL. ARTICLE TV, CAPITAL STOCK Section 4.1 Authorized Shares. The total number of shares of capital stock which the Corporation shall have authority to issue is 1.375,000,000 shares of capital stock. consisting of 1.250,000,000 shares of common stock, par value $.01 per share (the “Common Stock”), and 125,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock”). Seotion 4. Preferred Stock. The Board of Directors is express! Preferred Stock in one or more series, to fix the mmber of shares ean sueh series, and to increase or decrease the mumber of shares of any such series (hut nat helow the muimherof shares thereof then autstancing) an ta fi foreach each series such vating powers, fll ar mite, cor no voting powers, and such distinctive designations, powers, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing forthe issuance of cuch erie: ineluding, without limitation, the authority to provide that any auch series may be (a) cubjest to redemption at such time or times and at such price or prices; (b) entitled to receive dividends (Which may be curnulative or non-curauative) alsucl rates, on suel wots, uhorized to provide for the issuance of all or any shares of the uipi/www.sec.gov/Archives/edgar/data/858339/0001 19312510268903/dex31.htm 9/11/2012(Page of 148) ‘Amended and Restated Certificate of Incorporation-Caesars Entertainment Corp Page 4 of 17 ‘such times, and payable in preterence to, or in such relation (0, the dividends payable on any other class or classes or any other series; (c)entitled to such nghts upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (4) convertible inte, oF ‘exchangeable for, shares of any other class or classes of stock, or of any other series ofthe same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments, all as may be stated in such resolution or ‘resolutions. Notwithstanding the foregoing, the rights of each holder of Preferred Stock stall be subject at all times to compliance with all ‘gaming and other statutes, laws, rule and regulations applicable to the Corporation and such holder at that time, Section 4.3 Common Stock, (@) Dividends. Subject to the rights of holders of Prefered Stock, if any, when, as and if dividends are declared on the Common ‘Stock, whether payable in cash, n property or in secuntics of the Corporation, the holders ot Common Stock shall be entitled to share equally, share Yor share. in such dividends, () Liguidation or Lissolution. in the event of any voluntary or involuntary lguidation, dissolution or winding up ot the ‘Corporation, holders of Corimon Stock shal receive pro rata cistribution of any remaining assets after payment of or provision for liabilities and the liquidation preference on Preferred Stock, if any. (©) Voting Riss. The holders of Common Stock shall be entitled fo one vole per share on all matters to be voted on by the stockholders ofthe Comporation (©) Consideration for Shares. The Common Stock and Preferred Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time fo time, by the Board of Directors (@) Assessment of Stock. The capital stock of the Corporation, after the amount ofthe subseription price has been fully paid in, shall nat be assessable for any purpose, and no stock issued as fully paid shall over be assessable or assessed. No stockholder of the Corporation, to ‘the fullest extent permitied by lav, shall be incividually able for the debts or lebilitics of the Corporation. (9 Cumulative Voting for Directors. No stockholder of the Corporation shal be entitled to cumulative voting of his shares forthe election of directors. (g) Preemptive Kights. No stockholder ot the Corporation shall have any preemptive rights by virtue ofthis Amended and Restated CCemuiticate of incorporation. Seaton 4.4 Keclsnificetion of Previously issued and Uustanding Non-Voting Common Stock of the Corporation. immediately prior tothe effective time of the fling of iis Amended and Kestated Cerificate of Incorporation withthe Seeretary of State of the State ot Delawave (the “Effetive Time"), Une Corpraton had 80,000,000 authorized shares of not-vting common stock, $0.01 par value pr share, of ‘which 60,560 806.86 shares were issued and oustanding (the “Outsianding Noo-Vating Common Stock”) At and as ofthe Eeative Time, by ‘ite of filing ofthis Amended and Restated Cerificate of Incorporation, each share of 4 hitp:/fwww.sec-gow/A chivesledgat/data/858339/000119312510268903/dex3 1 htm 9711/2012(Page 62 of 145) ‘Amended and Restated Certificate of Incorporation-Cacsars Entertainment Corp Page 5 of 17 Outstanding Non-Voting Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time shall be automatically reclassified, without any action by the holder thereo, as one share of Common Stock, and, from and after such time, the capital stock described in Seetion 4.1 above shall represent all of the authorized capital stock of the Company. Section 4.5 Cancellation of Previously Issued and utstanding Voting Stock of the Corporation. Immediately prior to the Ettective ‘ime, the Corporation had 20 authorized shares ot voung common slock, 30.01 par value per share, of which 1U shares were issued and outstanding (Whe “Outstanding Voting Common Stock”). At and as of the Effective Time, by virtue of filing of this Amended and Restated Certificate of Incorporation, each share of Outstanding Voting Common Stock issued andl outstanding or held in (reasury imamediately prior to the Effective Time shall he automatically cancelled, without any action hy the holder thereof, and, from and after such time, the capital stock eseribed in Section 4.1 above shal represent all ofthe authorized capital stock of the Company. ARTICLE GAMING AND REGULATORY MATTERS, Section 5.1 Definitions. For purposes ofthis Article V, the following terms shall have the meanings specified below: lc" (and derivatives of such (erm) shall have the meaning ascribed (o such term under Rule 12b-2 promulgated by the ‘SEC under the Exchange Act. (0) “Afftiated Company” shill mean any partnership, coporation, timed lability company, inst or other entity diectly or Inetly Atiiaed or under com:mon Ownership or Contol wih tke Corporation including, without linitation, any subsidiary, holding company or intermediary compan (a those oF similar terms are dened under the Gaming Laws of any applicable Gaming Junsditions) it each case tat is resstered or censed under applicable Gaming Laws. (©) "Vontro” (and dervatives of such term) (1) with respect to any Person, shall have the meaning ascribed to such term under Kule 12b-2 promulgated by the SEC under the Exchange Act, (i) with respect to any Interest, shall mean the possession, directly or indirectly, of the power fo direct, whelher by agreement, contract, agency or otherwise, the voting tights or disposition of such Interest, and (ii) as eppliceble, {he meaning scribed to the term “control” (and derivatives of such term) under the Gaming Laws of any applicable Gaming Jurisdictions). (@) “Exchange Act” shall mean the Securi unended from time to time, (©) “Gaming” or “Gaming Activites” shalt mean the conduct of gaming and gambling activities, race books and sports pools, or the use of gaming devices, equipment and supplies in the operation of a casino, simulcasting facility, card club or other enterprise, including, ‘without Imitation, slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, cashless wagering systems, mobile gaming systems, inter-casino linked systems and related and associated equipment, supplies and systems. Exchange Act of 1934, as > hittp://www.see.gov/Archives/edgar/data/858339/000119312510268903/dex3 htm 9/11/2012(Page 63 of 145) Amended and Restated Certificate of Incorporation-Cuesars Entertainment Corp Page 6 of 17 (D "Guning Aubborties” shall uaa sll iatematiouel, uations, Rvcign, domestic, flere, sale, provincial, regional, lov, uibel, ‘municipal and other regulatory and licensing bodies, instrumenialites, departments, commissions, authorities, boards, officials, tribunals and agencies with authority aver of responsibility for the regulation. of Gaming within any Gaming Jurisdiction, (e) “Ganing Susisdictions” shall mica all jutisdivtions, domestic and foreign, and theis political subdivisions, in which Gaming Activities are or may be lawfully conducted, including, without limitation, alt Gaming Jurisdictions in which the Corporation or any of the ‘Attiiated Companies currently conducts or may mn te future conduct Gaming Activites. (h) “Gaming Lawe" shall mcr al! la ruant to which any Gaming Authority poscesces regulatory, permit and licensing authority over the conduct of Gaming Activities, or the Ownership or Control of an Interest in an entity which conducts Gaming Activites, in any Gaming Jurisdiction, all orders, decrees, rules and regulations promulgated thereunder, wll written andl unwritten policies of the Gating Aulluitics ad all wiiten sind unwitien iatespreatins by the Gating Aubuities of sueh laws, statues, ocdinances, ‘lets, decices, cules, regulations and puivis. ) “Gaming Licenses” shall mean all Hicenses, permits, approvals, orders, authorizations, registrations, findings of suitability, flanchises, excmptions, waivers, concessions and cnitlements issued by any Gaming Authority necessary for or relating to the conduct of Gaming Activities by any Person or the Ownership or Control by any Person of an Interest in an entity that condusts or may in the future ‘conduct Gaming Activities. () “Interest” chall mean the stock or other eecurties of an entity or any other interest or financial or ether stake therein, including, ‘without limitation, the Securities (&) “Own” or “Ownershio” (and derivatives of such terms) shall mean ()) ownership of record, (i) “beneficial ownership” as defined in Rule 134-3 of Rule 16e-1()2) promuleated by the SEC under the Exchange Act, nd (i) a5 applicable, the meaning ascribed tothe terme “oun or “namership” (al derivatives of sich erm) sider the Caming Laws aay apicable Camning rections () “Person” shall mean sn individusl, partnership, corporation, limited (2) “Redemption Date” shall mean the date set forth in the Redemption Notice by which the Securities Owned or Controlled by an Unsuitable Person or an Affliate of an Unsuitable Person are to be redeemed by the Corporation or any of its Affiliated Companies, which ‘redemption datc shall be determined in the sole and absolute discretion of the Board of Directors of the Corporation but which shall in no event be fewer than 45 calendar davs following the date of the Redemption Notice. unless (i) otherwise required by a Gaming Authority or pursuant to any applicable Gaming Laws, (ii) prior to the expiration of such 45-day period, the Unsuitable Person shall have sold (or otherwise fully ip of) its Securities to a Person that is not an Unsuitable Person (in which case, such ies that have not heen sold or 6 ity company, trust or any other entity httpuAvww.see.gov/Archives/edgar/data/858339/0001 193 12510268903/dex3 1.htm g/L/2012(Page 64 of 145) Amended and Restated Certificate of Incorporation-Caesars Entertainment Corp Page 7 of 17 otherwise disposed of) by the selling Unsutable Person and, commencing as of the date of such sal, the purchaser or recipient of such Securities shall have all of the ights of a Person that is not an Unsuitable Person), or (tthe cash or other Redemption Price necessary 10 ellect the redemption shall have been deposited in trst forthe benefit ot tne Unsuitable Person or its Affiliate and shall be subject 10 immediate withdrawal by cuch Unsuitable Person or is Affliate upon (x) surender of the certificate(s) evidencing the Secures to be redeemed accompanied by a duly executed stock power or assignment or (9) if the Securities are uncrtficeted, upon the delivery of «duly ‘executed assignment or other instrument of transfer (8) “Redemption Notice” shall mean that notice of redemption delivered by the Corporation pursuant fo this Article 10 an Unsuitable Person or an Affiliate of an Unsuitable Person ifa Gaming Authority so requires the Corporation or if the Board of Directors deems i necessary oF advisable, io redeem such Unsuitable Person's or Alfiiate’s Sccuriuies. Each Kedemption Nolice shall set forth (1) the Redemption Date, (i) the number and type of Securities to be redeemed, (il) the Redemption Price and the manner of payment therefor, (Gv) the place where any certificates for such Securities shell be surrendered for payment, and (v) any other requirements of surrender of the certificates, including how such certificates are to be endorsed, if a all (0) “Redemption Price” shall mean the price to be paid by the Corporation forthe Securities to be redeemed pursuant to this Article, hich shall be that price (if any) Zequited to be paid by the Gaming Authority making the finding of unsuitability, or ifsuch Gaming Authority does not require a certain price to be paid (including ifthe finding of unsuitability is made by the Board of Directors alone), that amount determined by the Board of Directors to be the fair value ofthe Sccurities to be redcemed: provided. that unless a Gaming Authority requires otherwise, the Redemption Price shall in no event exceed (i) the lowest closing price of such Securities reported on any of the domestic securities exchanges on which such Securities are listed on the date of the Redemption Notice ot, if there have been no sales on any such fchange on such day, the average of the highest hie and lowest ave prices on all eich exehanges at the end of such day, aF Gi) sich Securities are not then listed for trading on any’ national securities exchange, then the mean hetween the renresentative hid and the ask price as ‘quoted by another generally recognized reporting system. or (ii) if such Securities are not so quoted. then the average ofthe highest bid and lowest ask prices on such day in the domestic over-the-counter market as reported by Pink OTC Markets Inc. or any similar successor organization, or (v) if euch Securities are not quoted by any recognized reporting eystem, then the far value thereof, 2© determined in good faith and in the reasonable discretion af the Ronrd of Directors. The Comaration may pay the Redemption Price in any camhination of cash andlor promissory note 28 requited by the applicable Gaming Authority and, if not so required (including if the fi by the Doard of Directors alone), as determined by the Doard of Dircctors, provided, that in the event thc Corporat portion of the Redemption Price with a promizcory note, uch promiscory note chall have a term of ten oars, bear interest ato rate equal to thee percent (2)% per annum and amortize in 120 equal monthly installments, and chall contain such other terme and conditions as the Board of Directors determines, in its discretion, to be necessary or advisable "Ss "shall mean the U.S. Securities and Exchange Commission, huipu/www.sec.gov/ Archives/edgar/data/858339/000 1 19312510268903/dex3 I htm SL U2012(Page 65 of 145) Amended and Restated Certificate of Incorporation-Caesars Entertainment Corp Page 8 of 17 (q) “Securities” shall mean the capital stock of the Corporation and the capital stock, member's interests or membership interests, partnership interests or other equity securities of any Attitiated Company. (9 “Ttansfar” shall mean the sale and every other method, director indirect, of transferring or otherwise disposing ofan Interest, or ‘te Ownership, Control or possession thercot, or fixing a lien thereupon, whether absolutely ot conditionally, voluntanty or myoluntaniy, by ot ‘without judicial proceedings, as a conveyance, sale, payment, pledge, mortgage, lien, encumbrance, git, security, or otherwise (including by ‘merger or consolidation), (8) “Unsuitable Person” shall mean a Person who (i fails or refuses to file an application, or has withdrawn or requested the withdrawal of a pending application, to be found suitable by any Gaming Authority or for any Gaming License, (i) is denied or disqualified lity for any Gaming License by any Gaming Authority, ji) is determined by a Gaming Authority to be unsuitable or disqualified to (um or Cantal any Securities, (iv) is determined hy 2 Gaming Authority to he unsuitable to he Affiliated, associated or involved witha Person engaged in Gaming Activities in any Gaming Jurisdiction. v) causes eny Gaming License of the Corporation or any Affiliated Company to be lost, rejected, rescinded, suspended, revoked or not renewed by any Gaming Authority, or causes the Corporation or any Affiliated Company to be threatened by any Gaming Authority with the loss, ejection, rescission, suspension, revocation or non-renewal of any Gaming License (in teach of (i) through (v) above, regardless of whether sich denial, disqualification or determination hy a Gaming Authority ie final andor none sppealable), or (vi) is deemed likely, in the sole and absolute discretion ofthe Board of Directars, to (A) preclude or materially delay, impede, ‘npait, Ueaten ot jcopatdize any Gaming License held by the Coxporation or any Affiliated Company or the Corporation's or any Affiliated ‘Company's application for, right to the use of, enltlement to, or ability to obtain or retain, any Gaming License, (B) eauze or otherwise result in, the disapproval, cancellation, terminstion, material adverse modification or non-renewal of any meterial contract to which the Corporation ‘or any Affiliated Company isa party, or (C) Cause or otherwise result in the imposition of any materially burdensome or unacceptable terms or editions a License uf the Couporation os any Affiliated Company. Section 5.2 Compliance with Gunny Law. All Seeuites stall be held subject tothe restrictions nl reyuiteneuts ofall applicable Gauning Laws, All Petsons Owuiug oi Coutlling Secuties shall comply with all applicable Gaming Laws, including any provisions of such Gaming Laws that require such Person to file applications for Gaming Licenses with, and provide information to, the applicable Gaming ‘Autnonites. Any Lranster of Securities may be subject to the prior approval ofthe Gaming Authontes and/or the Corporation or the applicable ‘Afiliated Company, and any purported Transfer thereof in violation of such requirements shall be votd a unui, Section >.3 Ownership Kestrictions. Any Person who Owns or Controls five percent (2%) or more of any class or series of the Corporation's Securities shall (2) promptly notify the Corporation of such fact, (6) provide w the Gaming Authorities in each Gaming Jurisdiction in which the Corporation or any subsidiary thereof either eouducts Gaining or has « pending application for a Gaming License al information regarding such Person as may be requested or required by such Gaming Authorities, (c) respond to written or oral questions or 8 httplAwww.sec. gov/Archives/edgar/data/858339/000119312510268903/dex3 | htm ovt2012(Page 66 of 145) Aimended and Restated Certificate of Incorporation-Caesars Entertainment Corp Page 9 of 17 inquiries from any such Gaming Authorities and (d) by virtue of such Ownership or Control, be deemed to consent to the performance of any personal background investigation that may be required by suck Gaming Authorities. Seaton 5.4 Finding of Unsulabiity, () The Scuuities Owned ot Controiled by an Unsuitable Pesson or an Affiliate of an Unsuitable Person shall be redeemable by the Corporation or the applicable Affiliated Company, out of funds legally available therefor, as directed by a Gaming Authority and, if not so irected, as and to the extent deemed necessary or advisable by the Board ot Directors, in which event the Corporation shall deliver a ‘Kedemption Nouce to the Unsuitable Person oF 1 Attate and shall redeem or purchase or cause one or more Atfliated Companies 10 purchase the Securities on the Redemption Date and for the Redemption Price set forth in the Redemption Notice. From and afer the Redemption Date, such Securities shall no longer be deemed to be outstanding, such Unsuitable Person or Affilate of such Unsuitable Person shall cease to be & stockholder, member, partner or owner, a applicable, of the Corporation and/or Affiliated Company with respect to such Securities, and all rights of such Unsuitable Person or Affiliate of suck Unsuitable Person in such Securities, other than the right to reccive the Redemption Price, shall cease. In accordance with the requirements of the Redemption Notice, such Unsuitable Person or its Affiliate shall surrender the certificates), if any, representing the Securities to be so redeemed, (b) Commencing on the date that a Gaming, Authority serves notice of a determination of unsuitability or disqualification of a holder of Securities, or the Board of Directors otherwise determines that a Person is an Unsuitable Person, and until the Securities Owned or Controlled hy such Person are Ouuned or Controlled hy » Person wha ie nat an Unsitable Person, it shall he wnlasufl fore ile Person or any of its Afiliates to and such Unsuitable Person and ite Affiliates shall not: G) receive any dividend, payment, distribution or intorest with regard to the Securities, (i) exercise, dircetly or indirectly or through any proxy. trustee, or nominee, any voting or other right conferred by such Securitiss, and cuch Sccuritcs shall not for any purpoccs be included in the Securities of the Corporation or the applicablo ‘Affiliated Company entitled to vate, or (il receive any remuneration that may be due to eueh Person, aeeruing after the date of euch notice of Aeiermination of unsuitability oF disqualification by « Gaming Authority, in any form from the Corporation or any Affiliated Company for seivices iendeted ot oerwise, of (iy) be ot Coutinue as a manager, offices, panes os dvector of the Coworation os any Affiliated Compaay. Section 5.5 Notices. All notices given hy the Comporation or an Affiliated Company pursuant to this Article, inchiding Redemption ‘Notices shall bein waiting and shall be decmed given when delivered by personal servic, overnight courier, first-class mail, postage prepat addreaced to the Percon at such Person's address as it appears on the books and records ofthe Corporation or Affiliated Company. Section 5.6 Indemnification. Any Unsuitable Person and any Affilate of an Unsuitable Person shall indemnify and hold harmless the Corporation and its Affiliated Companics fer any and all losses, cocs, and expenses, including attorneys" coe, fees and expenses incurred by the Corporation and its Affiliated Companies as a result of, or arising cut hup:!iwww.sec.gow/Archives/edgar/data/858339/000119312510268903/dex3 1 hem g/L i2o12(Page 67 of 149) ‘Amended and Restated Certificate of Incorporation-Caesars Entertainment Corp Page 10 of 17 of, such Unsuitable Person’s continsing Ownership or Control of Securities, filure or refusal to comply with the provisions of this Article, or tailure to divest mumselt, herself or self of any Sccuntics when and inthe specitic manner required by the Gaming Authorities or this Article. Section 5.7 Iniunctive Retief The Corporation shall be entitled to injunctive or other equitable relief in any court of competent Junscteton fo entoree ihe provisions ofthis Article and each Verson who Uwas or Contols Securities shall be Geemed to have consented to {injunctive or other equitable relief and ecknowledged, by vinue of such Uwnership or Control, thatthe failure ro comply with this Arle wil ‘expose the Corporation and the Affiliated Companies to ireparable injury for which there is no adequate remedy at law and that the Corporation and the Affiliated Companies shall be entitled to injunctive or other equitable relief to enforce the provisions ofthis Article Seution 5.8 Naw Exclusivity uf Riuhils, The tight uf he Corporation or any AQiivied Company (v redeem Securities pursuant this Anicle shall not be exclusive of any other rights the Corporation or any Affiliated Company may have or heseafter aequite under any agreement, provision of the bylaws of the Corporation or such Affiliated Company or otherwise, To the extent permitted under applicable (Gaming Laws, the Corporation shall have the right, exercisable i the sole discretion of the Hoard of Directors, to propose that the paris, immediately upon the delivery of the Redemption Notice, enter info an agreement or other arrangement, including, without limitation, @ divestiture trust or divestiture plan, which will reduce or terminate an Unsuitable Person's Ownership or Control ofall or a portion of its Securities. Section 5.9 Further Actions. Nothing contained in this Article shal limit the authority of the Board of Directors to take such other action, tothe extent permitted by law, as it deems necessary or advisable to protect the Corporation or the Affiliated Companies from the denial or loss of threatened denial or loss of any Gaming License of the Corporation or any of its Affiliated Companies. Without limiting the enerality ofthe foregoing, the Board of Directors may conform any provisions of this Amtile tothe extent necessary to make such provisions consistent with Gaming Lavs. In addition, the Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind bylaws, regulations, and procedures of the Corporation not inconsistent with the express provisions of this Article for the purpose of determining whether any Person is an Tinuitahle Person and for the orderly application, administration and implement provisions of this Article. Such procedures and regulations shall be kept on file with the Secretary of the Corporation, the secretary ofeach of the Affiliated Companies and withthe transfer spent, if any, of the Corporation and/or any Afiiiated Companies, and shall be made available for inspection and, upon reasonable request, mailed to any record holder of Securities. Section 5.10 Authority of the Board of Directors. The Board of Directors shall have exclusive authority and power to administer thie Article aed to exercise all rights and powers specifically granted to the Roard of Directors or the Corporation, oF as may be necessary oF auivisle in the administration of thie Article. All such actions whieh ave done ar made hy the Roarl of Directors in goosl fith salle in, conclusive and binding on the Corporation and all other Persons; provided, that the Board of Directors may delegate all or any portion of i duties and powers under this Aticle toa committee ofthe Board of Directors as it deems necessary or advisable, 10 htiplAvww.sec. gov/Archives/edgar/data/858339/0001 19312510268903/dex3 1 htm 9/11/2012(Page 68 of 145) Amended and Restated Certificate of Incorporation-Cacsars Entertainment Corp Page 11 of 17 Section 5.11 Severability. If eny provision of this ticle or the application of any such provision to any Person or under any circumstance shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality oF unenforceability shall not affect any other provision ofthis Article. ‘Section 5.12 Terminstion and Waivers. Except as may be required by any applicable Gaming Law or Gaming Authority, the Board of Directors may waive any of the rights of the Corporation or any restrictions contained in this Article in any instance in Which and to the extent the Boaud of Dieiors detcvines thal « waiver would Ue iv die best iuterests uf Ure Corporation. Except as required by « Gaming ‘Authority, nothing inthis Article shall be deemed or construed to require the Corporation to repuschase any Secuiities Owned or Conlvolled by an Unsuitable Person or an Affiliate of an Unsuitable Person, Scetion 5.13 Legend. The restrictions set forth in this Article shall be noted conspicuously on aay cetiicate evidencing the Securities in accordance with the requirements of the DGCL and any applicable Gaming Laws. Sestion 5.14 Required New Jersey Charter Provisions (6) This Amended and Restated Certificate of Incorporation shall be deemed to include all provisions required hy the New Jersey Casino Control Act, N.S.A, S:12 | ot 20q, a2 amended from time to ime (Whe "New Jersey Act”) and, to the extent that anything contained herein ot in the bylaws of the Corporation is inconsictent with the New Jersey Ack the provisione of the New Jercey Act chall gover, All provisions of the New Jersey Act, to the extent required by law to be stated in this Amended and Restated Certificate of Incorporation, ere ‘incorporated herein by tis reference. (8) Thic Amended and Restated Certificate of Incorporation shall he subject to the provisions of the New Jersey Act and the rules and regulations of the New Jersey Casino Control Commission (the “New Jersey Commission”) promulgated thereunder. Specifically, and in accordance with the provisions of Section 82(€)(7) of the New Jersey Act, the Securities of the Corporation are held subject to the condition that, if a holder thereof is found to be dizqualified by the Now Jersey Commission pursuant to the provisions of the New Jersey Act the holder must dispose of such Securities in accordance with Section $.4(a) of this Article and chal be subject to Section Sb) of thie Artile (©) Any newly elected or appointed director or officer of, or nominee to any euch position with the Corporation, who ic required to fy pursuant to the New lersey Act, shall not exercise any pawers of the office to which such individual has been elected, appointed or ‘pominated until such individual has heen found qualified to hold such affiee or positon hy the New lereey Commiccion in accordance with the [New Jersey Act or the New Jersey Commission permits suck individual to perform duties and exercise powers relating to any such postion pending qualification, with the underctanding thet cuch individual will be immediately removed from auch position if the New Jerscy Commision determines that there is reasonable cause to believe that such individual may not be qualified to hold such posit Inttp:/Awwow sec gow/Archives/edgar/data/858330/0001 19312510268903/dex31.him. gni1n012(Page 69 of 145) Amended and Restated Certificate of Incorporation-Caesars Entertainment Corp Page 12 of 17 ARTICLE V1 MEETINGS; BOOKS AND RECORDS ‘Meetings of stockholders may be held within or without the State of Delaware, asthe By-Laws may provide, Any action to be taken at any annua! or specia! meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if'a consent of consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding Common Stock having not less than the ‘minimum number of votes that would be necessary to authorize or take such action at @ meeting at Which all shares of Common Stock entitled {o vote thereon were present and voted and shall be delivered to the Corporation, ‘The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws ofthe Corporation ARTICLE VIE AMENDMENTS; BY-LAWS. ‘The Corporation reserves the right to amend, alter, change or repeal any provision contained mn this Amended and Xestated Cautificate of corporation, in the manner now or hereafter prestribed by statute, and all rights eonferted upon stockholders herein ate granted subject to this reservation, 1m Fuitheranee and notin Hesitation of dhe powers eoufersed by tie laws of the State of Delaware, the By-Laws ofthe Corporation ‘may be made, altered, amended of repeated by the stockholders or by a majority ofthe entte Boatd of Disectors ARTICLE VIE ELECTIONS ess and except fo the extent thatthe By-Laws of the Corporation shall so requir, elections of directors need not be by writen ballot ARTICLE IX INDEMNIFICATION; ADVANCEMENT OF EXPENSRS; EXCULPATION, (#) Right to Indemnification ‘The Corporation shall indemnify and hold hermless to the fullest extent permitted under and in aceerdance with the laws ofthe State of Delawser, ac the came exile oF may hereafter he amended, any person who was or is a party or is tveatened to be made a party to any threatened, pending ar campleted action, suit or proceeding, whether eivl, erimival,aloinitrative oe investigative (other than an action by or in the right of the Corporation) (hereinafter a “praceeding”) by reason ofthe fact thatthe person is or wae a direoter, officer or employee of the Corporation, or is or was serving at the request of the Corporation a2 a director, offccr or employee of another corporation, partnership, joint venue, rst or other enterpice, including service with respect to employee benest plans, whether the basis of such proceeding is alleged action in an offical capacity ay « divector, officer oF employee while serving ws a director, officer or employee, against all expenses and loss 2 hnpu/www.sec.gov/Archives/edgar/data/858339/0001 19312510268903/dex3 htm. SALL2012(Page 70 of 145) Amended and Restated Certificate of Incorporation-Caesars Entertainment Corp Page 13 of 17 ee {including attorneys" fees, judgments, fines, amounts paid or to be paid in setlement, and excise axes or penalties arising under the Employee ‘eurement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemuificaion sal continue as 1 a person who has ceased tobe a director, ofticer or employee and shall mure to the benefit of his other heirs, executors and ‘alminisrators; provided, however, tht, except as provided in paragraph (c) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with « proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board (©) The Corporation shall indemnify and hold harmless any person who was or is a party ors threatened to be made a party to any threatened, pending or completed proceeding by or inthe right of the Corporstion to procure judgment in its favor by reason ofthe fact that the person 1s of was a director, otic or employee of the Corporation, or is or was serving atthe request of the Coxporaion 2s director, officer or employee of another corporation, partnership, joint venture, trst or other enterprise. including scrvice with respect to employee ‘benefit plans, whether the basis of such proceeding is alleged action in an offical eapacity as a director. officer or emplovee, while serving 38a director, officer or employee, against all expenses and loss (including attomeys’ fees, judgments, fines, amounts pai settlement, and excise taxes ar penalties arising under the Employee Retirement Income Sovwity Act of 1974), reasonably incurred or suffered by such person in connection with the defense or settlement of sick praceeding and such indemnification shall entimie ac ta pecan whe has ceased to be a director, officer or employee and shall inure tothe benefit of his or her heirs, executors and administrators, provided, however, that, except as provided in paragraph (c) hereof, the Corporation chall indemnify any auch person cocking indsminficaion in connection witha proceeding (or part there) initiated by such person only if such proceeding (or part thereof) was authorized by the Boaed; provided, further, that no indernifcation shall be mace in respect of any claim, iste or mailer as to which such person shall have been adjudged tobe liable to the Corporation unless and only tothe extent thatthe Court of Chancery or the court in which such proceeding was hrought shall determine ‘upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably ntl to indemnity for such expences which the Court of Chancery of auch other eourtchall deem proper (©) Right of Claimant to Bring Suit Ifa claim under paragraph (a) o (b) ofthis Section isnot pai in full by the Corporation within thimy (30) days after a writen claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to vecover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. I shull be a defense to auy such proceeding, (ther thaw au action Urol to eufarce elu for expenses incurred in defending any procecding in advance of its final disposition where the required undertaking, ifany is requited, has been tendeved to the Corporation) thatthe claimant has not met the standards of conduct which make it permissible under the DGCL forthe Corporation to indemnify the claimant for tre emount claimed, bur the burden of proving such defense shall be on the Corporation. Netther the flure of the lependeut legal counsel, ur its stockholders) tw hve made a determination prior to the commencement of such proceeding that indemnification of the claimant is proper in the circumstances because he or se has met the applicable standard of conduct sot forth in the B http:/Avww.sec.gov/Archives/edgar/data/858339/0001 19312510268903/dex3 htm 9/11/2012(Page of 148) Amended and Restated Certificate of Incorporation-Caesars Lntertainment Corp Page 14 of 17 nn nnererereeeeeenneeereere ee nanan eee DGCL, nor an actual determination by the Corporation (including its Board of Directors, independeut legal couse, or is stacker) that he claimant has not met such applicable standard of conduct, shall be a defense to the procseding or ereate a presumption that the claiment has not inet the applicable sancard uf conduct. (@) Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the Corporation) or may as authorized by the Board, tothe fullest extent not prohibited by law inthe case of any action, suil 1 proceeding aysnst au officer, Wustee, employee or agen), be paid by the Corporation in advance ofthe tnet isposition of such action, suit or proceeding upon receipt uf att undertaking by ot on behalf of the indemnified person fo repay such amount if itchal ulkimately be determined that he isnot entitled to be indemmified by the Corporation as aullanize i this Anicle TX. (©) Non Exclusivity of Rights: Indemnification of Persons ull dian Diseulorn, Offiscis aud Eulovees, The inemnificeion and ‘other rights set forth in thie Article IX chall not be exclusive of any provisions with respect thereto in any staule, provision wf dis Aue ‘and Restated Certificate of Incorporation, the By Laws ofthe Corporation or any other contract or agreement between the Corporation and any ‘officer, director or employee. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights {0 indemrification and to the advancement of expenses to any agent of the Corporation or any person (other than a person who is entitled to indemnification under clauses (a) or (b) ofthis Article IX) who was seiving al the sequest wf the Couporation as a divector, office, nner, ‘employee, agent ar trustee of another corporation, partnership, joint venture, trust or other enterprise, including seivice with sespect to ‘employee benefit plans, to the fullest extent of the provisions oF this Article IX with respect to the indemnification and advancement of ‘expenses of directors, officers and employees of the Corporation, (0 Insurance. The Corporation may maintain insurance, at ite expence, to protect itzelf and any director, officer, employee or agent ‘of the Corporation or another corporation, partnership, joint venture, «rust or ether enterprise, against any such expense, lability or loss, ‘whether or not the Corporation would have the power to indemnify such person apains such expense, Hiaility or lows under the GCL. (2) Amendment Neither the amendment nor epeal of thie Ariole TX (hy merger, cansalidation or atherwise), nor the adoption of ‘any provision of this Amended and Restated Certificate of Incorporation inconsistent with Article IX, shall eliminate or reduce the effect of thi Aricle IX in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of ection, cuit or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses ‘pursuant to thie Article IX if such provision hed not been so amended or repealed or if a provision inconeistent therewith had not been co slope. ible to the Corporation or any stockholder for monetary damages for breach of (h) Bxculpation Ne director shall be personally ing hall nat eliminate Himit the lishlity of a directa fiduciary duty a6 diester; provided, however, that the foeeg (for any breach ofthe ditectar’s duty of loyalty to the Corporation writs stockholders, 6 itp://www.see.gov/Archives/edgar/datal858330/000119312510268903/dex31.him 9711/2012(Page 72 of 145) ‘Amended and Restated Certificate of Incorporation-Caesars Entertainment Corp Page 15 of 17 ns notin good faith or which involve intentional 174 ofthe DGCL; oF (Gu) forany transection fom which the director derived an improper perconal benefit, iseonduct ora knowing violation of law; Ifthe DGCL is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of lirectors, then the liability ofa director of the Corporation shall be eliminated or limited to the fllet extent permitted by the DGCL, a3 so amended ‘The rights o indemnification and advancement of expenses conferred upon directors and officers ofthe Corporation in this Article 1X shall he contract rights, shall vest when such person hecomes a director or officer of the Comporstion and shall continue ae vested contract rights. Any repeal or modification of the foregoing paragraph shall not adversely affect any right ar pentection of director or affcer of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification. ARTICLEX NO CONFLICT Neither any contractor other transaction between the Corporation and any other corporation, parinership, limited li joint venture, firm, association, or other entity (en “Entity”), nor any other acts of the Corporation with relation to any other Entity will, inthe Absence of fraud, to the fullest extent permitted by applicabie aw. in any way be invalidated or otherwise affected by the fact that any one oF smote of the directors or offizers ofthe Corporation are pecuniary or otherwise interested in, or are directors, officers, partners, or members of. such other Entity (such directors, officers, and Entities, each a “Related Person”). Any Related Person may be a party to, or may be pecuniaily or otherwise interested in, any contract or transaction af fhe Corporati prewided thatthe fact that person ie Related Ponsa ix disclosed known to the Board or a majority of directors present at any mecting of the Board at which action upon any such contractor transaction is taken; and any director of the Corporation who is also a Related Person may be counted in determining the existence of a quorum st any meeting of the board of directors during which any such contract or transaction is authorized and may vote thereat to authorize any cuch Ccantract ar transaction, with Tike forew and effect as iP sich person were not a Related Person. Any director of the Corporation may vote upon any contractor any other transaction between the Corporation and any subsidiary or afilisted coeporation without regard to the fact that such person is also a director or officer of such subsidiary or affiliated corporation, Any contract, transaction or act of the Corporation or ofthe directors that is ratified at any annual meeting of the stockholders of the Corporation, or at any special meeting ofthe stockholders of the Corporation called for such purpose, will, insofar as permitted by applicable Jaw, beac valid and ar binding ae though ratified by every ctockholder of the Is http:/www.sec.nov/Archives/edgar/data/858339/000119312510268903/dex31.btm 9/11/2012(Page 73 of 145) Amended and Restated Certificate of Incorporation-Caesars Entertainment Corp Page 16 of 17 (Corporation; provided, however, that any fatture of the stockholders to approve or ratify any such contract, transaction or act, when and if submitted will not be deemed in any way to invalidate the same or deprive the Corporation, is directors, officers ar employees, right to proceed with such contract, transaction ot act. Subject to any express agreement that may from time to time be in effect. (x) any director or officer of the Carporation wha is also ‘an officer, director, employee, managing director or other ailiate of either Apollo Management V1. L.P...on behalf ofits investment funds Apollo”), and/or TPG Capital, L.P. (3, SFITENAMB2den31-Lxt SDESCRIPTION-RESTATED 1 ERTIFICATE OF CORPORATION OF PINNACLE RESTATED CERTIFICATE OF INCORPORATION ‘oF PINNACLE ENTERIALNMENT, INC, ‘a Delaware corporation Pinnacle Entertainment, Inc., 2 corporation organized and existing under the lowe ef the State of Delaware, hereby certifies as follows: 1, The present name of this corporation is Pinnacle Entertainment, Inc (the "Company"). The Company was originally incorporated under the name Hollywood Paik Really Eulezyiises, Tac-, aud ils uelyinel Ceelificale of Incorporation was filed with the Delawace Seciclary uf Slale vu Ocivbe: 26, age. 2. whe Kestatea Lertizicate of incorporation nas been duly adopted in accordance with Section 245 of the Lelaware weneral Corporation Law by the Hoard of Directors of the Company without @ vote of the stockholders of the Company. 3. The Restated Certificate of Incorporation of the Company attached hereto as Exhibit A only restates and integrates, but does not further amend, all of the provisions of the Company's Certificate of Incorporation as theretofore amended or suoplemented and currently in effect. and there is no discrepancy between the provisions of the Certificate of Incorporation of the Company curgently in effect and the provieione of the Restated Cortificate of Incorporation 4, The Company's Certificate of Incorporation is hereby restated in its entirely lo read as set furth un ExLibit A altached lerely aint incorporated heiein by Ukis reference. AN MIINESY WHEXEOY, the Company has caused this Kestated Lercaricate or incorporation to be auly executed by the undersigned officer of the Company this 1zth day of August, 2002. PINNACLE ENTERTAINMENT. INC. by: /e/ Broce ©, Hinckley Bruce C. Hinckley, Denior Vice President and Chicf Financial Officer be binding on ali the creaitors or class of creditors, anc/or on all tne stockholders or class of stockholders, of the corporation, as the case may be, and also on the corporation. ARTICLE VIII The corporation officers and directors to the full extent permitted by the velaware weneral Corporatzon Law. ARTICLE 1x Elections of directors need not be by written ballot unless the by-laws of itp/www.see-gov/Archivesvedgau/data/3.56213/000089843002003076/dex3 txt 9711/2012