Exhibit 4.35
SECOND SUPPLEMENTAL
INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this
“Second Supplemental Indenture”) dated as of
January 9, 2009, among the GUARANTOR (the “New Note
Guarantor”) listed on Schedule I attached hereto, 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 dated as of February 1, 2008 and
supplemented by the First Supplemental Indenture dated as of
June 13, 2008 (as otherwise amended, supplemented or modified,
the “Indenture”), 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 the New Note Guarantor to execute and deliver to
the Trustee a supplemental indenture pursuant to which the 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
Second 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 Guarantor,
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 Second 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 ac
