0001104659-05-037951 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 9th, 2005 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

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”), Harrah’s Operating Company, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as successor to Norwest Bank Minnesota, N.A., as trustee under the indenture referred to below (the “Trustee”).

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5.625% Senior Notes due 2015 Payment of Principal, Interest and Premium, if any, Guaranteed by Harrah’s Entertainment, Inc. PURCHASE AGREEMENT
Purchase Agreement • August 9th, 2005 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

accordance with the terms of the Purchase Agreement, (assuming due authorization, execution and delivery thereof by the Trustee) will be entitled to the benefits of the Indenture, and will be valid and binding obligations of the Company and the Guarantor, respectively, in each case enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity;

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 9th, 2005 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

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”), Harrah’s Operating Company, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 9th, 2005 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

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”), Harrah’s Operating Company, Inc., a Delaware corporation (the “Company”), and Wachovia Bank, National Association, as successor to First Union National Bank, as trustee under the indenture referred to below (the “Trustee”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 9th, 2005 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

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”), Harrah’s Operating Company, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as successor to Norwest Bank Minnesota, N.A., as trustee under the indenture referred to below (the “Trustee”).

INDENTURE between PARK PLACE ENTERTAINMENT CORPORATION and
Indenture • August 9th, 2005 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

INDENTURE dated as of November 9, 1999 by and between PARK PLACE ENTERTAINMENT CORPORATION, a Delaware corporation (the “Company”), having its principal executive office at 3930 Howard Hughes Parkway, Las Vegas, Nevada 89109 and NORWEST BANK MINNESOTA, N.A. (the “Trustee”), having its Corporate Trust Office at Sixth and Marquette, Minneapolis, Minnesota 55479.

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