Second Supplemental Indenture



 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 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 Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof. 

2. Agreement to Guarantee. The New Note Guarantor hereby agrees, jointly and severally with all existing Note Guarantors, to unconditionally
guarantee the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Articles 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to
perform all of the obligations and agreements of a Note Guarantor under the Indenture. 
 3. Notices. All notices or other
communications to the New Note Guarantor shall be given as provided in Section 13.02 of the Indenture. 
 4. Ratification of
Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This
Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 







 5. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 6. Trustee Makes No
Representation. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture. 
 7.
Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof. 







 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed
as of the date first written above. 
  

			
	Caesars Trex, Inc.
		
	 By: 
	 	/S/ JONATHAN S. HALKYARD
	 Name:
 Title:
	 	 Jonathan S. Halkyard
 Senior Vice President &
Treasurer



  







 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed
as of the date first above written. 
  

			
	 U.S. BANK NATIONAL ASSOCIATION,
 as Trustee


		
	By:	 	/S/ RAYMOND S. HAVERSTOCK
	 Name:
 Title:
	 	 Raymond S. Haverstock
 Vice
President