0001104659-05-046674 Sample Contracts

HARRAH’S OPERATING COMPANY, INC. 5.75% Senior Notes due 2017 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 3rd, 2005 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

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HARRAH’S OPERATING COMPANY, INC. 5.625% Senior Notes due 2015 ADDITIONAL REGISTRATION RIGHTS AGREEMENT
Additional Registration Rights Agreement • October 3rd, 2005 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • October 3rd, 2005 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of September 28, 2005, by and among Harrah’s Operating Company, Inc., a Delaware corporation (the “Company”), Harrah’s Entertainment, Inc., a Delaware corporation (the “Guarantor”), and U.S. Bank National Association, a national banking association (the “Trustee”).

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