SUPPLEMENTAL INDENTURESupplemental Indenture • May 24th, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 20, 2010, among HARRAH’S OPERATING COMPANY, INC., a Delaware corporation (the “New Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
Registration Rights Agreement Joinder May 20, 2010Registration Rights Agreement • May 24th, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
WHEREAS, Harrah’s Operating Escrow LLC (“Escrow LLC”), Harrah’s Escrow Corporation (“Escrow Corporation” and, together with Escrow LLC, the “Issuers”), Harrah’s Entertainment, Inc. (“Parent Guarantor”) and Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives (collectively, the “Representatives”) of the several Initial Purchasers heretofore executed and delivered a Registration Rights Agreement (“Registration Rights Agreement”), dated April 16, 2010, providing for the registration of notes substantially similar to the Notes (as defined therein) (capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement);
Additional Secured Party Consent May 20, 2010Harrahs Entertainment Inc • May 24th, 2010 • Services-miscellaneous amusement & recreation
The undersigned is the agent or trustee (the “Authorized Representative”) for persons who shall become “Secured Parties” (the “New Secured Parties”) under the Collateral Agreement dated as of December 24, 2008 (as heretofore amended and/or supplemented, the “Collateral Agreement” (capitalized terms used without definition herein have the meanings assigned to such term by the Collateral Agreement) among HARRAH’S OPERATING COMPANY, INC., a Delaware corporation (the “Issuer”), each subsidiary of the Issuer identified therein as a party (each, a “Subsidiary Pledgor”) and U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • May 24th, 2010 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York
This Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of May 20, 2010 (the “Effective Date”), by and among (i) U.S. Bank National Association, as trustee (the “New Trustee”) pursuant to that certain Indenture (the “New Indenture”) dated as of April 16, 2010 among Harrah’s Operating Escrow LLC and Harrah’s Escrow Corporation, as issuers (the “Escrow Issuers”), U.S. Bank National Association, as trustee, and Harrah’s Entertainment, Inc., as Parent Guarantor, as supplemented by that certain supplemental indenture dated as of the date hereof (the “Supplemental Indenture”), pursuant to which Harrah’s Operating Company, Inc. will assume the Escrow Issuers’ obligations under the 12.75% Second-Priority Senior Secured Notes due 2018 (the “New Notes”) issued under the New Indenture, (ii) U.S. Bank National Association as Trustee and Second Priority Agent under the Intercreditor Agreement, (iii) Bank of America, N.A., as Credit Agreement Agent under the Intercred
