0001193125-08-003302 Sample Contracts

THIRD SUPPLEMENTAL INDENTURE Dated as of January 8, 2008 to Indenture Dated as of April 11, 2003 7% Senior Notes due 2013
Third Supplemental Indenture • January 9th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”), dated as of January 8, 2008, is by and among Harrah’s Entertainment, Inc., a Delaware corporation (the “Parent”), Harrah’s Operating Company, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Company”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).

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THIRD SUPPLEMENTAL INDENTURE Dated as of January 8, 2008 to Indenture Dated as of November 9, 1999
Third Supplemental Indenture • January 9th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”), dated as of January 8, 2008, is by and among Harrah’s Entertainment, Inc., a Delaware corporation (the “Guarantor”), Harrah’s Operating Company, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (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”).

SECOND SUPPLEMENTAL INDENTURE Dated as of January 8, 2008 to Indenture Dated as of December 18, 1998
Supplemental Indenture • January 9th, 2008 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 8, 2008, is by and among Harrah’s Entertainment, Inc., a Delaware corporation (the “Parent”), Harrah’s Operating Company, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Company”), and The Bank of New York Trust Company, N.A. as successor in interest to IBJ Whitehall Bank & Trust Company (f/k/a IBJ Schroder Bank & Trust Company), as trustee under the indenture referred to below (the “Trustee”).

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