SUPPLEMENTAL INDENTURE
(2003 Indenture)
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 13, 2005, is by and among Caesars Entertainment, Inc., f/k/a Park Place Entertainment Corporation, a Delaware corporation (the “Issuer”), Xxxxxx’x Operating Company, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).
WHEREAS, Section 8.01(a) of the Indenture provides that the Company shall assume by supplemental indenture all obligations of the Issuer under the Indenture and the Securities; and
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture. Under the context otherwise requires, from and after the Effective Time, all references to the Indenture shall mean the Indenture as supplemented hereby.
2. Agreement to Assume. Pursuant to Sections 8.01 and 8.02 of the Indenture, the Company hereby agrees to assume, from and after the Effective Time, all of the obligations of the Issuer under the Indenture and the Securities. The Issuer and the Company represent to the Trustee that immediately after giving effect to such assumption, no Default or Event of Default will exist.
3. Ratification and Effect. Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and
remain in full force and effect. Upon and after the Effective Date, each reference in the Indenture to “this Indenture”, “hereunder”, “hereof” or words of like import referring to the Indenture shall mean and be a reference to the Indenture as modified hereby.
4. New York Law to Govern. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE INDENTURE AS SUPPLEMENTED HEREBY, AND THE SECURITIES WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
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Caesars Entertainment, Inc., |
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a Delaware corporation |
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By: |
\s\ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
SVP Controller & Interim CFO |
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Xxxxxx’x Operating Company, Inc., |
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a Delaware corporation |
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By: |
\s\ Xxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Sr. Vice President, General Counsel |
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and Corporate Secretary |
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U.S. Bank National Association, |
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as Trustee |
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By: |
\s\ Xxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Vice President |