EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
 SUPPLEMENTAL
INDENTURE 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 25, 2014, by and among each of
the undersigned subsidiary guarantors (the “Subsidiary Guarantors”), each a subsidiary of Caesars Growth Properties Holdings, LLC (or its successor), CAESARS GROWTH PROPERTIES HOLDINGS, LLC, a Delaware limited liability company, and
CAESARS GROWTH PROPERTIES FINANCE, INC., a Delaware corporation (together, the “Issuers”), 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 Issuers have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the
“Indenture”) dated as of April 17, 2014, providing for the issuance of the Issuers’ 9.375% Second-Priority Senior Secured Notes due 2022 (the “Notes”), initially in the aggregate principal amount of
$675,000,000; 
 WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuers are required to cause the
Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantors shall unconditionally guarantee all the Issuers’ Obligations under the Notes and the Indenture pursuant to a Note
Guarantee on the terms and conditions set forth herein; and 
 WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the
Issuers and the Subsidiary Guarantors, if any, 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 Subsidiary Guarantors, the Issuers, 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 Guarantee. The Subsidiary Guarantors hereby agree, jointly
and severally with all existing guarantors (if any), to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII 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 guarantor under the Indenture. 







 3. Notices. All notices or other communications to the Subsidiary Guarantors 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 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 SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental
Indenture. 
 7. Counterparts. The parties may sign any number of copies of this 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 affect the construction thereof. 
 [Signature Pages Follow] 

  
 2 








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

			
	CAESARS GROWTH PROPERTIES HOLDINGS, LLC
	
	CAESARS GROWTH PROPERTIES FINANCE, INC.
		
	By:		 /s/ Craig Abrahams

	Name:		Craig Abrahams
	Title:		Chief Financial Officer and Secretary


 [Signature Page to Supplemental Indenture] 







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

					
	SUBSIDIARY GUARANTORS:
	
	 PHWLV, LLC
 TSP OWNER LLC

CAESARS GROWTH CROMWELL, LLC
 CAESARS GROWTH QUAD, LLC

3535 LV NEWCO, LLC
 CAESARS GROWTH BALLY’S LV, LLC

FHR NEWCO, LLC
 LVH NEWCO, LLC

FLAMINGO-LAUGHLIN NEWCO, LLC
 PARBALL NEWCO, LLC

CAESARS GROWTH HARRAH’S NEW ORLEANS, LLC

		
	By:		 /s/ Craig Abrahams

			Name:		Craig Abrahams
			Title:		Chief Financial Officer and/or Secretary



  
 [Signature Page to
Supplemental Indenture] 








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

					
	SUBSIDIARY GUARANTORS:
	
	 CAESARS GROWTH PH FEE, LLC
 CAESARS
GROWTH PH, LLC

	
	 By: Caesars Growth Properties Holdings, LLC

its sole member

	
	 By: Caesars Growth Properties Parent, LLC

its sole member

	
	 By: Caesars Growth Partners, LLC

its sole member

	
	 By: Caesars Acquisition Company

its managing member

		
	By:		 /s/ Craig Abrahams

			Name:		Craig Abrahams
			Title:		Chief Financial Officer



  
 [Signature Page to
Supplemental Indenture] 








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

					
	SUBSIDIARY GUARANTORS:
	
	 JAZZ CASINO COMPANY, L.L.C.
 JCC
HOLDING COMPANY II LLC

		
	By:		 /s/ Diane Wilfong

			Name:		Diane Wilfong
			Title:		Assistant Secretary
	
	JCC FULTON DEVELOPMENT, L.L.C.
	
	 By: JCC Holding Company II LLC

its sole member

		
	By:		 /s/ Diane Wilfong

			Name:		Diane Wilfong
			Title:		Assistant Secretary



  
 [Signature Page to
Supplemental Indenture] 








 IN WITNESS WHEREOF, the parties hereto have caused this 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: Raymond S. Haverstock
			Title:   Vice President


  
 [Signature Page to
Supplemental Indenture]