EXHIBIT 10.1
JOINDER AND SUPPLEMENT
to
INTERCREDITOR AGREEMENT
Reference is made to that certain
Intercreditor Agreement, dated as of December 24, 2008 and
supplemented as of April 15, 2009 and June 10, 2009 (as
supplemented on the date hereof through the execution and delivery
of this Agreement and as the same may be further amended, restated,
supplemented or otherwise modified from time to time, the “
Intercreditor Agreement ”), among Bank of America,
N.A., as Credit Agreement Agent and each Other First Priority Lien
Obligations Agent from time to time party thereto, each in its
capacity as First Lien Agent, U.S. Bank National Association, as
Trustee and each collateral agent for any Future Second Lien
Indebtedness from time to time party thereto, each in its capacity
as Second Priority Agent (attached hereto as Exhibit A).
Capitalized terms used but not defined herein shall have the
meanings assigned in the Intercreditor Agreement.
This Joinder and Supplement to the
Intercreditor Agreement (this “ Agreement ”),
dated as of September 11, 2009 (the “ Effective
Date ”), by and among (i) U.S. Bank National
Association, as trustee (the “ New Trustee ”)
pursuant to a second supplemental indenture to be entered into as
of the date hereof (the “ Second Supplemental
Indenture ”) among Harrah’s Operating Company, Inc.
(“ HOC ”), Harrah’s Entertainment, Inc.
(“ HET ”) and U.S. Bank National Association, as
trustee (the “ Indenture Trustee ”), that
supplements the indenture, dated as of June 10, 2009 (the
“ Base Indenture ”), by and among Harrah’s
Escrow Corporation (“ Escrow Corp. ”),
Harrah’s Operating Escrow LLC (together with Escrow Corp.,
the “ Escrow Issuers ”), HET, as guarantor, and
the Indenture Trustee as supplemented by the supplemental
indenture, dated June 10, 2009 (the “ First
Supplemental Indenture ” and, together with the Second
Supplemental Indenture and the Base Indenture, the “ First
Lien Indenture ”) among the Escrow Issuers, HOC and the
Indenture Trustee, pursuant to which HOC assumed the obligations of
the Escrow Issuers under the Base Indenture, (ii) U.S. Bank
National Association, as Trustee under the Intercreditor Agreement,
(iii) Bank of America, N.A., as Credit Agreement Agent under
the Intercreditor Agreement, (iv) U.S. Bank National
Association as a Second Priority Agent under the Intercreditor
Agreement, and (v) any other First Lien Agent and Second
Priority Agent from time to time party to the Intercreditor
Agreement, has been entered into to record the accession of the New
Trustee as an Other First Priority Lien Obligations Agent under the
Intercreditor Agreement on behalf of the holders of the 11.25%
Senior Secured Notes due 2017 (the “ New Notes
”) issued pursuant to the First Lien Indenture.
The parties to this Agreement
hereby agree as follows:
A. The New Trustee agrees to become,
with immediate effect, a party to and agrees to be bound by the
terms of the Intercreditor Agreement as an Other First Priority
Lien Obligations Agent, as if it had originally been party to the
Intercreditor Agreement as a First Lien Agent.
B. The Obligations under the New
Notes, the First Lien Indenture and any other docum
