0001047469-05-020429 Sample Contracts

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • August 2nd, 2005 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of July 28, 2005, is by and among Harrah’s Entertainment, Inc., a Delaware corporation (the “Parent Guarantor”), Harrah’s Operating Company, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent Guarantor (the “Company”), and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).

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HARRAH’S OPERATING COMPANY, INC., as Issuer and HARRAH’S ENTERTAINMENT, INC., as Guarantor Floating Rate Contingent Convertible Senior Notes Due 2024
Indenture • August 2nd, 2005 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • New York

This AMENDED AND RESTATED INDENTURE dated as of July 28, 2005 is among Harrah’s Entertainment, Inc., a Delaware corporation (the “Parent”), Harrah’s Operating Company, Inc., a Delaware corporation and the direct, wholly-owned subsidiary of the Parent (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America (the “Trustee”).

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