EXHIBIT 4.40
HARRAH’S OPERATING COMPANY,
INC.
as Issuer
HARRAH’S ENTERTAINMENT,
INC.
as Parent Guarantor
AND
U.S. BANK NATIONAL
ASSOCIATION
as Trustee
FIRST SUPPLEMENTAL
INDENTURE
Dated as of May 18, 2009
to
Indenture
Dated as of April 15,
2009
10.00% Second-Priority Senior
Secured Notes due 2018
THIS FIRST SUPPLEMENTAL INDENTURE,
(this “ Supplemental Indenture ”), dated as of
May 18, 2009 , is by and among Harrah’s Operating
Company, Inc., a Delaware corporation (the “ Company
”), Harrah’s Entertainment, Inc., a Delaware
corporation (the “ Parent Guarantor ”), and U.S.
Bank National Association, as trustee under the indenture referred
to below (the “ Trustee ”) .
W I T N E S S E T
H
WHEREAS, reference is made to that
certain indenture, dated as of April 15, 2009, between the
Company, the Parent Guarantor and the Trustee (the “
Original Indenture ,” and as further amended and
supplemented hereby, the “ Indenture ”), with
respect to the Company’s 10.00% Second-Priority Senior
Secured Notes due 2018 (collectively, the “ Notes
”);
WHEREAS, in accordance with
Section 9.01 of the Original Indenture, the Company and the
Trustee may amend the Original Indenture without the consent of
holders of Notes to make any change that does not adversely affect
the rights of any holder;
WHEREAS, the Parent Guarantor and
the Company desire to amend the Original Indenture in accordance
with Section 9.01 of the Original Indenture; and
WHEREAS, the execution and delivery
of this Supplemental Indenture has been duly authorized by the
parties hereto, and all other acts necessary to make this
Supplemental Indenture a valid and binding supplement to the
Original Indenture effectively amending the Original Indenture as
set forth herein have been duly taken.
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Company, the Parent Guarantor and the Trustee mutually covenant and
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Capitalized
Terms . Capitalized
terms used herein without definition shall have the meanings
ascribed to them in the Indenture. Unless the context otherwise
requires, all references to the Indenture shall mean the Indenture
as supplemented hereby.
ARTICLE II
AMENDMENTS
Section 2.1 Amendments to the
Original Indenture .
(a) Section 2.1(c) of Appendix
A to the Original Indenture is hereby amended and restated in its
entirety as follows.
“(c) Temporary Global
Notes . In addition to the requirements for Global Notes set
forth in Section 2.1(b) above, Notes initially issued in the
form of Temporary Global Notes shall bear the Temporary Global
Notes Legend and shall be subject to the additional transfer
restrictions set forth therein and as set forth below under
Section 2.2.
1
Upon the completion or cancellation
of the Hamlet Tender Offer, beneficial interests in the Temporary
Global Notes shall be exchanged for beneficial interests in
Permanent Global Notes. In order to effect such exchange, the
Issuer shall provide written notice to the Trustee instructing the
Trustee to (i) direct the Depositary to transfer the specified
amount of the outstanding beneficial interests in each Temporary
Rule 144A Global Note and Temporary Regulation S Global Note to a
corresponding Permanent Rule 144A Global Note or Permanent
Regulation S Global Note, as applicable, and provide the Depositary
with all such information as is necessary for the Depositary to
appropriately credit and debit the relevant holder accounts and
(ii) provide prior written notice to all holders of such
exchange, which notice must include the date such exchange is
proposed to occur, the CUSIP numbers of the relevant Temporary
Global Notes and the CUSIP numbers of the relevant Permanent Global
Notes into which such holders’ beneficial interests shall be
exchanged. Upon such exchange of beneficial interests pursuant to
this Section 2.1(c), the Registrar shall reflect on its books
and records the date of such transfer and a decrease and increase,
respective
