Third Supplemental Indenture



 Exhibit 4.1 
 HARRAH’S OPERATING COMPANY, INC. 
 as Issuer 
 AND 
 HARRAH’S ENTERTAINMENT, INC.

 as Guarantor 
 AND

 WELLS FARGO BANK, NATIONAL ASSOCIATION 
 as Trustee 
  

 THIRD SUPPLEMENTAL INDENTURE 
 Dated as of January 8, 2008 
 to 
 Indenture 
 Dated as of November 9, 1999 
 8.875% Senior
Subordinated Notes due 2008 







 THIS THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”), dated as of
January 8, 2008, is by and among Harrah’s Entertainment, Inc., a Delaware corporation (the “Guarantor”), Harrah’s Operating Company, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the
“Company”), and Wells Fargo Bank, National Association, as successor to Norwest Bank Minnesota, N.A., as trustee under the indenture referred to below (the “Trustee”). 
 WITNESSETH 
 WHEREAS, reference is
made to that certain Indenture, dated as of November 9, 1999, between the Company, as successor to Caesars Entertainment, Inc., f/k/a Park Place Entertainment Corporation, a Delaware corporation (“Caesars”), and the Trustee, as
supplemented by that certain Officers’ Certificate of the Company, dated as of September 12, 2000, and as further amended and supplemented by that certain First Supplemental Indenture, dated as of June 13, 2005 and that certain Second
Supplemental Indenture, dated as of July 28, 2005 (as so amended and supplemented, the “Original Indenture,” and as further amended and supplemented hereby, the “Indenture”), with respect to the Company’s
8.875% Senior Subordinated Notes due 2008 (the “Notes”); 
 WHEREAS, in accordance with Section 11.02 of the Original
Indenture, the Company and the Trustee may amend the Original Indenture with the written consent of holders of at least a majority in principal amount of the Notes outstanding; 
 WHEREAS, the Parent and the Company desire to amend the Original Indenture in accordance with Section 11.02 of the Original Indenture and have
solicited consents from the holders of the Notes to certain amendments to the Original Indenture pursuant to an Offer to Purchase and Consent Solicitation Statement dated December 21, 2007 (the “Offer”); 
 WHEREAS, the holders of at least a majority in principal amount of the Notes outstanding have consented to the amendments to the Original Indenture
contained herein; 
 WHEREAS, the Parent has agreed to fully and unconditionally guarantee the Company’s obligations under the Indenture
and the Notes, which guarantee is provided in this Supplemental Indenture, as permitted pursuant to Section 11.01 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 and the Trustee mutually covenant and agree as follows: 
 ARTICLE I  
 DEFINITIONS 
 Section 1.1 Deletion of Definitions and Related References. Section 1.01 of the Original Indenture is hereby amended to delete in
their entirety all terms and their respective definitions for which all references are eliminated in the Original Indenture as a result of the amendments set forth in Article II of this Supplemental Indenture. 
  

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 ARTICLE II  
 AMENDMENTS 
 Section 2.1 Amendments to the Original Indenture. The Original Indenture is
hereby amended by deleting the following sections of the Original Indenture and all references thereto in the Original Indenture in their entirety: 
  

	 	•	 	 Section 5.01 (Events of Default—deleting clauses (4), (5), (6), (7) and (8) only) 


  

	 	•	 	 Section 10.01 (Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms—deleting clause (2) only) 


  

	 	•	 	 Section 12.02 (Officer’s Certificate As To Compliance) 


  

	 	•	 	 Section 12.03 (Maintenance of Office Or Agency) 


  

	 	•	 	 Section 12.05 (Corporate Existence) 


  

	 	•	 	 Section 15.01 (Defeasance Upon Deposit of Money or U.S. Government Obligations—deleting clauses (2), (3), (4) and (5) only)



  

	 	•	 	 The following additional covenants relating to the Notes adopted by the board of directors of Caesars in resolutions dated September 12, 2000 pursuant to
Section 3.01 of the Original Indenture (the “Board Resolutions”): (1) The Limitation on Liens covenant, (2) the Limitation on Sale and Lease-Back Transactions covenant, (3) the covenant entitled Exempted Liens
and Sale and Lease-Back Transactions, and (4) the Reports covenant. Further, the Event of Default designated by the Board Resolutions to replace clause (5) of Section 5.01 of the Original Indenture relating to cross-acceleration
rights. 


 ARTICLE III  
 MISCELLANEOUS PROVISIONS 
 Section 3.1 Indenture. Except as 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 under the Original Indenture shall be bound by the Indenture as amended hereby. Subject to Section 11.05 of the Original Indenture, in the case of conflict between the Indenture and this
Supplemental Indenture, the provisions of this Supplemental Indenture shall control. 
 Section 3.2 Amendment to Notes.
The Notes included certain of the foregoing provisions from the Indenture to be deleted or amended pursuant to Articles I and II hereof. Upon the effective date of this Supplemental Indenture, such provision from the Notes shall be deemed
deleted or amended as applicable. 
 Section 3.3 Effectiveness of Amendments. This Supplemental Indenture shall be
effective upon execution hereof by the Company, the Parent and the Trustee; provided, however, that the amendments to the Original Indenture and the Notes set forth in Articles I and II and Section 3.2 of this Supplemental Indenture shall not
become operative until the acceptance for payment by the Company of the Notes tendered pursuant to the Offer. In the event the Company notifies (if orally, then confirmed in writing) the Trustee and Global Bond Services Corporation, as depositary
and information agent under the Offer, that it has withdrawn or terminated the Offer, this Supplemental Indenture shall be terminated and of no force of effect and the Original Indenture shall not be modified hereby. 
 Section 3.4 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 3.5 Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Original Indenture. 
  

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 Section 3.6 Effect of Headings. The Article and Section headings used herein are for
convenience only and shall not affect the construction of this Supplemental Indenture. 
 Section 3.7 Trustee Makes No
Representations. The Recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture. 
 Section 3.8 Certain Duties and Responsibilities of the Trustee. In entering into this
Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

 Section 3.9 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the
State of New York in any action or proceeding arising out of, or relating to, this Supplemental Indenture or the Notes. 
 Section 3.10 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 one and the same agreement. 
 Section 3.11 Successors. All agreements of the Company, the Parent and the Trustee in this Supplemental Indenture and the Notes shall
bind their respective successors. 
 Section 3.12 Endorsement and Change of Form of Notes. Any Notes authenticated and
delivered after the close of business on the date that this Supplemental Indenture becomes effective shall be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows: 
 “Effective as of January [    ], 2008, the restrictive covenants of the Company and certain of the Events of Default have been eliminated,
as provided in the Third Supplemental Indenture, dated as of January [    ], 2008. Reference is hereby made to said Third Supplemental Indenture, copies of which are on file with the Trustee, for a description of the
amendments made therein.” 
 (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK) 
  

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

			
	HARRAH’S OPERATING COMPANY, INC.
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	 Senior Vice President, Chief Financial
 Officer and
Treasurer



  

			
	HARRAH’S ENTERTAINMENT, INC.
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	 Senior Vice President, Chief Financial
 Officer and
Treasurer













			
	WELLS FARGO BANK, N.A., as Trustee
		
	By:	 	 /s/ Timothy P. Mowdy

	Name:	 	Timothy P. Mowdy
	Title:	 	Vice President