Exhibit 4.19


 


SUPPLEMENTAL
INDENTURE


(2001
Indenture)


 


THIS SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of June 13, 2005, is by and among Caesars
Entertainment, Inc., f/k/a Park Place Entertainment Corporation, a Delaware
corporation (the “Issuer”), Harrah’s Operating Company, Inc., a Delaware
corporation (the “Company”), and Wells Fargo Bank, National Association,
as trustee under the indenture referred to below (the “Trustee”).


 


W I
T N E S S E T H


 


WHEREAS, reference is made to that certain Indenture,
dated as of May 14, 2001 (the “Indenture”), between the Issuer and the
Trustee, with respect to the Issuer’s 8.125% Senior Subordinated Notes due 2011
(the “Securities”);


 


WHEREAS, Harrah’s Entertainment, Inc., a Delaware
corporation, the Company and the Issuer entered into an Agreement and Plan of
Merger, dated as of July 14, 2004, whereby the Issuer will merge with and into
the Company (the “Merger”), with the Company being the surviving
corporation in the Merger;


 


WHEREAS, the Company desires to assume, from and after
the time at which the Merger becomes effective in accordance with the Delaware
General Corporation Law (the “Effective Time”), all of the obligations
of the Issuer under the Indenture and the Securities;


 


WHEREAS, Section 8.01(a) of the Indenture provides
that the Company shall assume by supplemental indenture all obligations of the
Issuer under the Indenture and the Securities; and


 


WHEREAS, Section 9.01(c) of the Indenture allows for
supplements thereto, without the consent of any Holders with respect to the
assumption of the obligations under the Indenture and the Securities by the
Company in accordance with Article VIII of the Indenture.


 


NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Issuer, the Company and the Trustee mutually agree
as follows:


 


1.             Capitalized
Terms.  Capitalized terms used herein
without definition shall have the meanings ascribed to them in the
Indenture.  Unless the context otherwise
requires, from and after the Effective Time, all references to the Indenture
shall mean the Indenture as supplemented hereby.


 


2.             Agreement
to Assume.  Pursuant to Sections 8.01
and 8.02 of the Indenture, the Company hereby agrees to assume, from and after
the Effective Time, all of the obligations of the Issuer under the Indenture
and the Securities.  The Issuer and the
Company represent to the Trustee that immediately after giving effect to such
assumption, no Default or Event of Default will exist.


 


3.             Ratification
and Effect.  Except as hereby
expressly amended, the Indenture is in all respects ratified and confirmed and
all the terms, provisions and conditions thereof shall be 


 





















 


and
remain in full force and effect.  Upon
and after the Effective Date, each reference in the Indenture to “this
Indenture”, “hereunder”, “hereof” or words of like import referring to the
Indenture shall mean and be a reference to the Indenture as modified hereby.


 


4.             New
York Law To Govern.  THE INTERNAL LAWS OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE INDENTURE
AS SUPPLEMENTED HEREBY, AND THE SECURITIES WITHOUT REGARD TO THE CONFLICTS OF
LAWS PRINCIPLES THEREOF.


 


5.             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.


 


6.             Effect
of Headings.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


2





















 


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


 


 


	
   

  	
  Caesars Entertainment,
  Inc.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Wesley
  Allison

  
	
   

  	
   

  	
  Name:

  	
  Wesley Allison

  
	
   

  	
   

  	
  Title:

  	
  SVP Controller
  & Interim CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Harrah’s
  Operating Company, Inc.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Stephen H.
  Brammell

  
	
   

  	
   

  	
  Name:

  	
  Stephen H. Brammell

  
	
   

  	
   

  	
  Title:

  	
  Sr. Vice
  President, General Counsel

  
	
   

  	
   

  	
   

  	
  and Corporate
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Wells Fargo
  Bank, National Association,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Timothy P.
  Mowdy

  
	
   

  	
   

  	
  Name:

  	
  Timothy P. Mowdy

  
	
   

  	
   

  	
  Title:

  	
  Vice President