Exhibit 4.17


 


SUPPLEMENTAL
INDENTURE


(1999
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 successor to Norwest Bank Minnesota, N.A., 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 November 9, 1999 (the “1999 Indenture”), between the Issuer
and the Trustee, with respect to the Issuer’s 8.5% Senior Notes due 2006 (the “Senior
Notes”) and 8.875% Senior Subordinated Notes due 2008 (the “Senior
Subordinated Notes,” and together with the Senior Notes, the “Securities”),
and those certain Officers’ Certificates of the Issuer, dated as of November 9,
1999 and September 12, 2000, setting forth the terms of the Senior Notes and
the Senior Subordinated Notes, respectively (collectively, the “Officers’
Certificates,” and together with the 1999 Indenture, the “Indenture”);


 


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 10.01(1) of the 1999 Indenture provides
that the Company shall assume by supplemental indenture all obligations of the
Issuer under the Indenture and the Securities; and


 


WHEREAS, Section 11.01(1) of the 1999 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.


 


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
10.01 and 10.02 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 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