Exhibit 4.34
FIRST SUPPLEMENTAL
INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this
“First Supplemental Indenture”) dated as of
June 12, 2008, among the GUARANTORS (the “New Note
Guarantors”) as listed on Schedule I attached hereto,
each a subsidiary of HARRAH’S OPERATING COMPANY, INC. (or its
successor), a Delaware corporation (the “Issuer”), and
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
trustee under the indenture referred to below (the
“Trustee”).
W I T N E S S E T H :
WHEREAS the Issuer and the existing
Note Guarantors have heretofore executed and delivered to the
Trustee an indenture (as amended, supplemented or otherwise
modified, the “Indenture”) dated as of February 1,
2008, providing for the issuance of the Issuer’s Senior Notes
due 2016 and Senior Toggle Notes due 2018 (collectively, the
“Notes”), initially in the aggregate principal amount
of $6,335,000,000;
WHEREAS Section 4.11 of the
Indenture provides that under certain circumstances the Issuer is
required to cause each New Note Guarantor to execute and deliver to
the Trustee a supplemental indenture pursuant to which each New
Note Guarantor shall unconditionally guarantee all the
Issuer’s Obligations under the Notes and the Indenture
pursuant to a Guarantee on the terms and conditions set forth
herein; and
WHEREAS pursuant to
Section 9.01 of the Indenture, the Trustee, the Issuer and the
existing Note Guarantors are authorized to execute and deliver this
First Supplemental Indenture;
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the New Note Guarantors,
the Issuer and the Trustee mutually covenant and agree for the
equal and ratable benefit of the holders of the Notes as
follows:
1. Defined Terms . As used in
this First Supplemental Indenture, terms defined in the Indenture
or in the preamble or recital hereto are used herein as therein
defined, except that the term “holders” in this
Guarantee shall refer to the term “holders” as defined
in the Indenture and the Trustee acting on behalf of and for the
benefit of such holders. The words “herein,”
“hereof” and “hereby” and other words of
similar import used in this First Supplemental Indenture refer to
this First Supplemental Indenture as a whole and not to any
particular section hereof.
2. Agreement to Guarantee .
Each New Note Guarantor hereby agrees, jointly and severally with
all existing Note Guarantors, to unconditionally guarantee the
Issuer’s Obligations under the Notes and the Indenture on the
terms and subject to the conditions set forth in Articles 11 of the
Indenture and to be bound by all other applicable provisions of the
Indenture and the Notes and to perform all of the obligations and
agreements of a Note Guarantor under the Indenture.
3. Notices . All notices or
other communications to each New Note Guarantor shall be given as
provided in Section 13.02 of the Indenture.
4. Ratification of Indenture;
Supplemental Indentures Part of Indenture . Except as expressly
amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This First Supplemental
Indenture shall form a part of the Indenture for all purposes, and
every holder of Notes heretofore or hereafter authenticated and
delivered shall be bound hereby.
