Exhibit 4.2
SUPPLEMENTAL
INDENTURE
SUPPLEMENTAL INDENTURE (this “
Supplemental Indenture ”) dated as of June 10,
2009, 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
”).
W I T N E S S E T H :
WHEREAS HARRAH’S OPERATING
ESCROW LLC, a Delaware limited liability company, HARRAH’S
ESCROW CORPORATION, a Delaware corporation (together, the “
Escrow Issuer ”) and HARRAH’S ENTERTAINMENT,
INC., a Delaware corporation (the “ Parent Guarantor
”) have heretofore executed and delivered to the Trustee an
indenture (as amended, supplemented or otherwise modified, the
“ Indenture ”) dated as of June 10, 2009,
providing for the issuance of the Escrow Issuer’s Senior
Secured Notes due 2017 (the “ Notes ”),
initially in the aggregate principal amount of
$1,375,000,000;
WHEREAS Section 14.01 of the
Indenture provides that the New Issuer may execute and deliver to
the Trustee a supplemental indenture pursuant to which the New
Issuer shall unconditionally assume all the Escrow Issuer’s
Obligations under the Notes and the Indenture on the terms and
conditions set forth herein; and
WHEREAS pursuant to
Section 9.01 of the Indenture, the Trustee, the New Issuer and
the Parent Guarantor are authorized to execute and deliver this
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 Issuer, the Parent
Guarantor, the Escrow 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 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
Supplemental Indenture 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 Supplemental Indenture refer to this Supplemental
Indenture as a whole and not to any particular section
hereof.
2. Agreement to Assume
Obligations . The New Issuer hereby agrees to unconditionally
assume the Issuer’s Obligations under the Notes and the
Indenture on the terms and subject to the conditions set forth in
Article XIV of
