Exhibit 4.2


 


HARRAH’S OPERATING COMPANY, INC.


 


$250,000,000


 


Senior Floating Rate Notes due 2008


 


REGISTRATION RIGHTS AGREEMENT


 


New York, New York

February 9, 2005


 


Goldman, Sachs & Co.


80 Broad Street


New York, New York 10004


 


Ladies and Gentlemen:


 


Harrah’s Operating Company, Inc., a corporation
organized under the laws of Delaware (the “Company”), proposes to issue
and sell to you (the “Initial Purchaser”), upon the terms set forth in a
purchase agreement dated as of February 4, 2005 (the “Purchase Agreement”),
its Senior Floating Rate Notes due 2008 (the “Notes”) relating to the
initial placement of the Notes (the “Initial Placement”), which Notes
are to be guaranteed by Harrah’s Entertainment, Inc., a corporation organized
under the laws of Delaware (the “Guarantor”).  The Notes are to be issued under an indenture
(the “Indenture”) to be dated as of February 9, 2005, between the
Company, the Guarantor and U.S. Bank National Association, as trustee (the “Trustee”).  To induce you to enter into the Purchase
Agreement and to satisfy a condition of your obligations thereunder, the
Company and the Guarantor agree with you for your benefit and the benefit of
the holders from time to time of the Notes (including the Initial Purchaser)
(each a “Holder” and, together, the “Holders”), as follows:


 


1.                                       Definitions.  Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement.  As used in this Agreement,
the following capitalized defined terms shall have the following meanings:


 


“Additional Interest” shall have the meaning
set forth in Section 5 hereto.


 


“Affiliate” of any specified Person shall mean
any other Person that, directly or indirectly, is in control of, is controlled
by, or is under common control with, such specified Person.  For purposes of this definition, control of a
Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms “controlling” and “controlled” shall
have meanings correlative to the foregoing.


 


“Broker-Dealer” shall mean any broker or dealer
registered as such under the Exchange Act.


 





















 


“Business Day” shall mean any day other than a
Saturday, a Sunday or a legal holiday or a day on which banking institutions or
trust companies are authorized or obligated by law to close in New York City.


 


“Commission” shall mean the Securities and
Exchange Commission.


 


“Company” shall have the meaning set forth in
the preamble hereto.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder.


 


“Exchange Offer Registration Period” shall mean
the 180-day period following the consummation of the Registered Exchange Offer,
exclusive of any period during which any stop order shall be in effect
suspending the effectiveness of the Exchange Offer Registration Statement.


 


“Exchange Offer Registration Statement” shall
mean a registration
statement of the Company on an appropriate form under the Securities Act with
respect to the Registered Exchange Offer, all amendments and supplements to
such registration statement, including post-effective amendments
thereto, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


 


“Exchanging Dealer” shall
mean any Holder
(which may include the Initial Purchaser) that is a Broker-Dealer and elects to
exchange for New Notes any Notes that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Notes.


 


“Expiration Date” shall have the meaning set
forth in Section 2(c)(ii) hereof.


 


“Guarantor” shall have the meaning set forth in
the preamble hereto.


 


“Holder” shall have the meaning set forth in the preamble
hereto.


 


“Indenture” shall
have the meaning set forth in the preamble hereto.


 


“Initial Placement” shall
have the meaning set forth in the preamble hereto.


 


“Initial Purchaser” shall have the meaning set
forth in the preamble hereto.


 


“Initiating Holders” shall mean any Holders who
in the aggregate possess at least fifty percent (50%) of the aggregate
principal amount of outstanding Notes.


 


“Initiation Date” shall mean the later of (i)
the date on which the Company receives a written request from Initiating
Holders to file an Exchange Offer Registration Statement and (ii) the date
which is 275 days from the date of the original issuance of the Notes, if the
Company has received such a written request prior to such date.


 


“Losses” shall have the meaning set forth in Section 7(d)
hereof.


 


2





















 


“Managing Underwriters” shall
mean the investment banker
or investment bankers and manager or managers that shall administer an
underwritten offering.


 


“New Notes” shall mean debt securities of the Company,
guaranteed by the Guarantor, identical in all material respects to the Notes (except that the
cash interest and interest rate step-up provisions and the transfer
restrictions shall be modified or eliminated, as appropriate) and to be issued under
the Indenture or the New Notes Indenture.


 


“New Notes Indenture” shall
mean an indenture
between the Company and the New Notes Trustee, identical in all material
respects to the Indenture (except that the cash interest and interest rate
step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate).


 


“New Notes Trustee” shall
mean a bank or trust
company reasonably satisfactory to the Initial Purchaser, as trustee with
respect to the New Notes under the New Notes Indenture.


 


“Notes” shall have the meaning set forth in the preamble hereto.


 


“Offering Memorandum” shall
have the meaning set forth in the Purchase
Agreement.


 


“Person” shall mean any individual,
partnership, corporation, trust, or unincorporated organization, or a
government or agency or political subdivision thereof.


 


“Prospectus” shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Notes or the New
Notes covered by such Registration Statement, and all amendments and
supplements thereto and all material incorporated by
reference therein.


 


“Purchase Agreement” shall have the meaning set
forth in the preamble hereto.


 


“Registered Exchange Offer” shall
mean an
offer of
the Company to issue
and deliver to the Holders of
the Notes (which shall not be limited to the Initiating Holders) that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the
Notes, a like aggregate principal amount of the New Notes.


 


“Registration Default” shall have the meaning
set forth in Section 5(a) hereof.


 


“Registration Statement” shall
mean any Exchange
Offer Registration Statement or Shelf Registration Statement that covers any of
the Notes or the New Notes pursuant to the provisions of this Agreement, any
amendments and
supplements to such registration statement, including post-effective amendments
(in each case including the Prospectus contained therein), all exhibits thereto and all material
incorporated by reference therein.


 


3





















 


“Securities Act” shall mean the Securities Act
of 1933, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


“Shelf Registration” shall
mean a registration
effected pursuant to Section 3 hereof.


 


“Shelf Registration Period” has the
meaning set forth in Section 3(b)(ii) hereof.


 


“Shelf Registration Statement” shall
mean a “shelf”
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Notes or New Notes, as applicable, on an
appropriate form under Rule 415 under the Securities Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


 


“Trust Indenture Act” shall mean the Trust
Indenture Act of 1939, as amended and as in effect on the date of the
Indenture.


 


“Trustee” shall mean the trustee with respect to the Notes
under the Indenture.


 


“underwriter” shall
mean any underwriter
of Notes in connection with an offering thereof under a Shelf Registration
Statement.


 


2.                                       Registered Exchange
Offer.  (a)  Unless
the Registered Exchange Offer shall not be permissible under applicable law or
Commission policy, in the event the Company shall receive from Initiating
Holders, a written request that the Company file an Exchange Offer Registration
Statement, the Company and
the Guarantor shall prepare and,
not later than 90 days following the Initiation Date (or if such
90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange
Offer Registration
Statement with respect to the Registered Exchange Offer.  The Company shall use its best efforts to cause the Exchange Offer
Registration Statement to become effective under the Securities Act within 180 days of the Initiation
Date (or if such 180th day is not a Business Day, the next
succeeding Business Day). 
Notwithstanding anything to the contrary herein, the Company shall be
under no obligation to file an Exchange Offer Registration Statement unless it
has received a written request from Initiating Holders.


 


(b)                                 Upon the effectiveness of the Exchange Offer
Registration Statement, the Company and the Guarantor shall promptly commence the Registered Exchange
Offer, it being the objective of such Registered Exchange Offer to enable each
Holder electing to exchange Notes for New Notes (assuming that such Holder is
not an Affiliate of the Company, acquires the New Notes in the ordinary
course of such Holder’s
business, has no arrangements with any Person to participate in the
distribution of the New Notes and is not prohibited by any
law or policy of the Commission from participating in the Registered Exchange
Offer) to trade such New
Notes from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of a substantial proportion of the several states of the United States.


 


4





















 


(c)                                  In connection with the Registered Exchange
Offer, the Company and the Guarantor shall:


 


(i)                                     mail to each Holder a copy of the Prospectus
forming part of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;


 


(ii)                                  keep the Registered Exchange Offer open for not
less than 20 Business Days and not more than 30
Business Days after the date
notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law)
(the “Expiration Date”);


 


(iii)                               use their best efforts to keep the Exchange Offer
Registration Statement continuously effective under the
Securities Act, supplemented and amended as required, under the Securities Act to
ensure that it is available for sales of New Notes by Exchanging Dealers during
the Exchange Offer Registration Period;


 


(iv)                              utilize the services of a depositary for the
Registered Exchange Offer with an address in the Borough of Manhattan
in New York
City, which may be the Trustee, the New Notes Trustee or an Affiliate of either
of them;


 


(v)                                 permit
Holders to withdraw tendered Notes at any time prior to the close of business,
New York time, on the last Business Day on which the Registered Exchange Offer
is open;


 


(vi)                              prior
to effectiveness of the Exchange Offer Registration Statement, provide a
supplemental letter to the Commission (A) stating that the Company and the
Guarantor, are conducting the Registered Exchange Offer in reliance on the
position of the Commission in Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991); and (B) including a representation that the Company and the Guarantor
have not entered into any arrangement or understanding with any Person to
distribute the New Notes to be received in the Registered Exchange Offer and
that, to the best of the Company’s and the Guarantor’s information and belief,
each Holder participating in the Registered Exchange Offer is acquiring the New
Notes in the ordinary course of business and has no arrangement or
understanding with any Person to participate in the distribution of the New
Notes; and


 


(vii)                           comply in all respects with all applicable
laws.


 


(d)                                 As soon as practicable after the close of the
Registered Exchange Offer, the Company and the Guarantor shall:


 


(i)                                     accept for exchange all Notes tendered and not
validly withdrawn pursuant to the Registered Exchange Offer;


 


(ii)                                  deliver to the Trustee for cancellation in
accordance with Section 4(s) all Notes so accepted for exchange; and


 


5





















 


(iii)                               cause the New Notes Trustee promptly to
authenticate and deliver to each Holder of Notes a
principal amount of New Notes equal to the principal amount of the Notes of such Holder so accepted for exchange.


 


(e)                                  Each
Holder hereby acknowledges and agrees that any Broker-Dealer and any such
Holder using the Registered Exchange Offer to participate in a distribution of
the New Notes (x) could not under Commission policy as in effect on the date of
this Agreement rely on the position of the Commission in Morgan Stanley and
Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings
Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s
letter to Shearman & Sterling dated July 2, 1993 and similar no-action
letters; and (y) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any secondary resale
transaction and (z) that secondary resale transactions by such Holder must be
covered by an effective registration statement containing the selling note
holder information required by Item 507 or 508, as applicable, of Regulation
S-K under the Securities Act if the resales are of New Notes obtained by such
Holder in exchange for Notes acquired by such Holder directly from the Company
or one of its Affiliates.  Accordingly,
each Holder participating in the Registered Exchange Offer shall be required to
represent to the Company and the Guarantor that, at the time of the
consummation of the Registered Exchange Offer:


 


(i)                                     any
New Notes received by such Holder will be acquired in the ordinary course of
business;


 


(ii)                                  such
Holder will have no arrangement or understanding with any Person to participate
in the distribution of the Notes or the New Notes within the meaning of the
Securities Act; and


 


(iii)                               such
Holder is not an Affiliate of the Company.


 


(f)                                    If the Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Notes constituting any portion of an unsold allotment, at the request of the
Initial Purchaser within 20 days after the consummation of
the Exchange Offer, the Company shall
issue and deliver to the Person purchasing Notes registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from the Initial Purchaser, in exchange for such Notes,
a like principal amount of New Notes. 
The Company and the Guarantor shall use their best
efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number for such New Notes as for New
Notes issued pursuant to the Registered Exchange Offer.


 


3.                                       Shelf Registration.  (a)  If the Company has received from Initiating
Holders a written request that the Company file an Exchange Offer Registration
Statement, and (i) due to any change in law or applicable
interpretations thereof by the Commission’s staff, the Company determines upon
advice of its outside counsel that it is not permitted to effect the Registered
Exchange Offer as contemplated by Section 2 hereof on
or after the Initiation Date; or (ii) for any other reason the Registered Exchange Offer is
not consummated within 210 days of the Initiation
Date; or
(iii) the Initial Purchaser
so requests, within 20 days after the consummation of the
Registered Exchange Offer, with respect to Notes that are not eligible to
be


 


6





















 


exchanged for New
Notes in the Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; or (iv) any Holder (other than the Initial Purchaser) who
notifies the Company within 20 days after the consummation of the Registered
Exchange Offer that it is not eligible to participate in the Registered Exchange Offer
so requests; or (v) in the case of the Initial Purchaser
participating in the Registered Exchange Offer, the Initial Purchaser does not
receive freely tradeable New Notes in exchange for Notes constituting any portion
of an unsold allotment (it being understood that (x) the requirement that the Initial Purchaser
deliver a Prospectus containing the information required by Item 507 or 508 of
Regulation S-K under the Securities Act in connection with sales of New Notes
acquired in exchange for such Notes shall not result in such New Notes being not “freely
tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus
in connection with sales of New Notes acquired in the Registered Exchange Offer
in exchange for Notes acquired as a result of market-making activities or other
trading activities shall not result in such New Notes being not “freely
tradeable”), the Company and the Guarantor shall effect a
Shelf Registration Statement in accordance with subsection (b) below.


 


(b)                                 (i)                                     The Company and the
Guarantor shall as promptly as
practicable (but in no event more than 30 days after so required or requested
pursuant to this Section 3), file with the Commission and thereafter shall
use its best efforts to cause to be declared effective under the Securities Act
a Shelf Registration Statement relating to the offer and sale of the Notes or
the New Notes, as applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; provided, however, that no Holder (other than
the Initial Purchaser) shall be entitled to have the Notes held by it covered
by such Shelf Registration Statement unless such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder; and
provided  further, that with respect to New Notes received by the Initial Purchaser in
exchange for Notes constituting any portion of an unsold allotment, the Company
and the Guarantor may, if permitted by current interpretations by the Commission’s
staff, file a post-effective amendment to the Exchange Offer Registration
Statement containing the information required by Item 507 or 508
of Regulation S-K, as applicable, in
satisfaction of its obligations under this subsection with respect
thereto, and any such Exchange Offer Registration Statement, as so amended,
shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.


 


(ii)                                  The Company and the
Guarantor shall use their best efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended
as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable
by Holders for a period of two years from the date the Shelf Registration
Statement is declared effective by the Commission or such shorter period that
will terminate when all the Notes or New Notes, as applicable, covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement (in any such case, such period being called the “Shelf
Registration Period”).  The Company and
the Guarantor shall be deemed not
to have used their best efforts to keep the Shelf Registration Statement effective
during the requisite period if it voluntarily takes any action that would
result in Holders of Notes covered thereby not being able to offer and sell
such Notes during that period, unless (A) such action is required by applicable
law; or (B) such action is taken by the Company and
the Guarantor in good faith and
for valid


 


7





















 


business reasons (not including avoidance of the
Company’s and the Guarantor’s obligations hereunder), including the
acquisition or divestiture of assets, so long as the Company and
the Guarantor promptly thereafter
comply with the requirements of Section 4(k) hereof, if applicable.


 


(iii)                               The
Company shall cause the Shelf Registration Statement and the related Prospectus
and any amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement or such amendment or supplement, (A) to comply in all
material respects with the applicable requirements of the Securities Act and
the rules and regulations of the Commission; and (B) not to contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.


 


4.                                       Additional
Registration
Procedures.  In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.


 


(a)                                  The Company and the
Guarantor shall:


 


(i)                                     furnish to you, not less
than five Business Days prior to the filing thereof with the Commission, a copy of any
Exchange Offer Registration Statement and any Shelf Registration Statement, and each
amendment thereof and each amendment or supplement, if any, to the Prospectus
included therein (including all documents incorporated by
reference therein after the initial filing) and shall use their best efforts to reflect in each such document,
when so filed with the Commission, such comments as you reasonably propose;


 


(ii)                                  include the information set forth in Annex A
hereto on the facing page of the Exchange Offer Registration Statement,
in Annex B hereto in the forepart of the Exchange Offer Registration Statement
in a section setting forth details of the Exchange Offer,
in Annex C hereto in
the underwriting or plan of distribution section of the Prospectus contained
in the Exchange Offer
Registration Statement, and in Annex D hereto in the letter of transmittal delivered
pursuant to the Registered Exchange Offer;


 


(iii)                               if requested by the Initial Purchaser, include
the information required by Item 507 or 508 of Regulation S-K, as applicable,
in the Prospectus contained in the Exchange Offer Registration Statement; and


 


(iv)                              in
the case of a Shelf Registration Statement, include the names of the Holders
that propose to sell Notes pursuant to the Shelf Registration Statement as
selling Note holders.


 


(b)                                 The Company and the
Guarantor shall ensure that:


 


(i)                                     any Registration Statement and any amendment
thereto and any Prospectus forming part thereof and any amendment or supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations thereunder; and


 


8





















 


(ii)                                  any Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.


 


(c)                                  The Company and the
Guarantor shall advise you,
the Holders of Notes covered by any Shelf Registration Statement
and any Exchanging
Dealer under any Exchange Offer Registration Statement
that has provided in
writing to the Company or the Guarantor a telephone or facsimile number and address
for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall
confirm such advice
in writing (which notice pursuant to clauses (ii)-(v)
hereof shall be accompanied by an instruction to suspend the use of the
Prospectus until the Company and the Guarantor shall have remedied the basis
for such suspension):


 


(i)                                     when a Registration Statement and any amendment
thereto has been filed with the Commission and when the Registration Statement
or any post-effective amendment thereto has become effective;


 


(ii)                                  of any request by the Commission for any
amendment or
supplement to the Registration Statement or the Prospectus or for additional
information;


 


(iii)                               of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose;


 


(iv)                              of the receipt by the Company and
the Guarantor of any notification
with respect to the suspension of the qualification of the Notes included
therein for sale in any jurisdiction or the initiation of any proceeding for
such purpose; and


 


(v)                                 of the happening of any event that requires any
change in the Registration Statement or the Prospectus so that, as of such
date, the statements therein are not misleading and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under which they were
made) not misleading.


 


(d)                                 The Company and the
Guarantor shall use their best efforts to obtain the withdrawal of any
order suspending the effectiveness of any Registration Statement or
the qualification of the Notes therein for sale in any jurisdiction at the earliest possible time.


 


(e)                                  The Company and the
Guarantor shall furnish to
each Holder of Notes covered by any Shelf Registration Statement, without
charge, at least one copy of such Shelf Registration Statement and any
post-effective amendment thereto, including all material
incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto
(including exhibits
incorporated by
reference therein).


 


(f)                                    The Company and the
Guarantor shall, during the
Shelf Registration Period, deliver to each Holder of Notes covered
by any Shelf
Registration Statement, without


 


9





















 


charge,
as many copies of the Prospectus (including each preliminary Prospectus)
included in such Shelf Registration Statement and any amendment or supplement
thereto as such Holder may reasonably request.  The Company and the Guarantor consent, subject to the
provisions of this Agreement, to the use of the Prospectus or any amendment or supplement thereto
by each of the selling Holders of Notes in connection with the offering and
sale of the Notes covered by the Prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.


 


(g)                                 The Company and the
Guarantor shall furnish to each
Exchanging Dealer which so requests, without charge, at least one copy of the
Exchange Offer Registration Statement and any post-effective amendment thereto,
including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).


 


(h)                                 The Company and the
Guarantor shall promptly
deliver to the Initial Purchaser, each Exchanging Dealer and each
other Person required to deliver a Prospectus during the Exchange Offer
Registration Period, without charge, as many copies of the Prospectus included in such
Exchange Offer Registration Statement and any amendment or supplement thereto
as any such Person may reasonably request.  The Company and the Guarantor, subject to the
provisions of this Agreement, consent to the use of the Prospectus or any amendment or supplement
thereto by the Initial Purchaser, any Exchanging  Dealer and any such other Person that may
be required to deliver a
Prospectus following the Registered Exchange Offer in connection with
the offering and sale of the New Notes covered by the Prospectus, or any
amendment or supplement thereto, included in the Exchange Offer Registration Statement.


 


(i)                                     Prior to the Registered Exchange Offer or any
other offering of Notes pursuant to any Registration Statement, the Company and
the Guarantor shall arrange, if
necessary, for the qualification of the Notes or the New Notes for sale under
the laws of such jurisdictions as any Holder  shall reasonably request and will
maintain such qualification in effect so long as required; provided that in no event shall the Company and the
Guarantor be obligated to qualify to do business in any jurisdiction
where it is not then so qualified or to take any action
that would subject it to
service of process in suits, other than those arising out
of the Initial Placement, the Registered Exchange Offer or any offering
pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject.


 


(j)                                     The Company and the
Guarantor shall cooperate with
the Holders of Notes to facilitate the timely preparation and delivery of
certificates representing New Notes or Notes to be issued or sold pursuant to any Registration Statement
free of any restrictive legends and in such denominations and registered in
such names as Holders may request.


 


(k)                                  Upon the occurrence of any event contemplated
by subsections (c)(ii) through (v) above, the Company and the Guarantor shall promptly prepare a post-effective amendment
to the applicable Registration Statement or an amendment or supplement to the
related Prospectus or file any other required document so that, as thereafter
delivered to the Initial Purchaser of the Notes included therein, the Prospectus will
not include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  In such


 


10





















 


circumstances, the
period of effectiveness of the Exchange Offer Registration Statement provided
for in Section 2 and the Shelf Registration Statement provided for in Section 3(b)
shall each be extended by the number of days from and including the date of the
giving of a notice of suspension pursuant to Section 4(c) to and including
the date when the Initial Purchaser, the Holders of the Notes and any known
Exchanging Dealer shall have received such amended or supplemented Prospectus
pursuant to this Section.


 


(l)                                     Not later than the effective date of any
Registration Statement, the Company and the Guarantor shall provide a CUSIP number for the Notes or the
New Notes, as the
case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Notes
or New Notes, in a form eligible for deposit with The Depository Trust Company.


 


(m)                               The Company and the
Guarantor shall comply with
all applicable rules and regulations of the Commission and shall make generally
available to its Note holders as soon as practicable after the effective date
of the applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act.


 


(n)                                 The Company and the
Guarantor shall cause the
Indenture or the New Notes Indenture, as the case may be, to be qualified under
the Trust Indenture Act in a timely manner.


 


(o)                                 The Company and the
Guarantor may require each
Holder of Notes to be sold pursuant to any Shelf Registration Statement to furnish
to the Company and the Guarantor such information regarding the Holder and the distribution of such Notes
or New Notes as the Company and
the Guarantor may from time to
time reasonably require for inclusion in such Registration Statement.
 The  Company and the Guarantor
may exclude from such Shelf Registration Statement the Notes of any Holder that
unreasonably fails to furnish such information within a reasonable time after
receiving such request.


 


(p)                                 In
the case of any Shelf Registration Statement, the Company and the
Guarantor shall enter into
such and take all other appropriate actions (including if
requested an underwriting agreement in customary form) in order to expedite or facilitate the
registration or the disposition of the Notes, and in connection therewith, if
an underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than those set
forth in Section 7 (or such other provisions and procedures acceptable to the Initiating Holders and the Managing Underwriters, if any,
with respect to all parties to be indemnified pursuant to Section 7).


 


(q)                                 In the case of any Shelf Registration
Statement, the Company and the Guarantor shall:


 


(i)                                     make reasonably available for inspection by the
Holders of Notes to be registered thereunder, any underwriter participating in
any disposition pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by the Holders or any such underwriter, all relevant financial and other records,
pertinent


 


11





















 


corporate documents and properties of the Company,
the Guarantor and their respective
subsidiaries;


 


(ii)                                  cause the Company’s officers, directors and
employees to supply all relevant information reasonably requested by the
Holders or any such underwriter, attorney, accountant or agent in connection
with any such Registration Statement as is customary for similar due diligence
examinations; provided, however, that any information that is
designated in writing by the Company, in good faith, as confidential at the
time of delivery of such information shall be kept confidential by the Holders
or any such underwriter, attorney, accountant or agent, unless such disclosure
is made in connection with a court proceeding or required by law, or such
information becomes available to the public generally or through a third party
without an accompanying obligation of confidentiality;  provided,
further, that the foregoing due diligence examination shall be
coordinated by the Initial Purchaser on its own behalf, and on behalf of other
parties by one counsel designated by and on behalf of such other parties;


 


(iii)                               if
requested by any Holder, make such representations and warranties to the Holders of Notes
registered thereunder and the underwriters, if any, in form, substance and
scope as are customarily made by issuers to underwriters in primary
underwritten offerings and covering matters including, but not limited to,
those set forth in the Purchase Agreement;


 


(iv)                              if
requested by any Holder, obtain opinions of counsel to the Company and
the Guarantor and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the Managing Underwriters, if any) addressed to each selling
Holder and the underwriters, if any, in form, substance and scope, as are
customarily addressed to underwriters in primary
underwritten offerings and covering such other matters as may be reasonably requested by such Holders and
underwriters;


 


(v)                                 if
requested by any Holder, obtain “cold comfort” letters and updates thereof from the
independent certified public accountants of the Company (and, if necessary, any
other independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to each selling Holder of Notes registered thereunder and
the underwriters, if any, in customary form and covering matters of the type
customarily covered in “cold comfort” letters in connection with primary
underwritten offerings; and


 


(vi)                              deliver such documents and certificates as may
be reasonably requested by the Initiating Holders and the Managing Underwriters, if any,
including those to evidence compliance with Section 4(k) and with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Company.


 


The actions set forth in clauses (iii), (iv),
(v) and (vi) of this Section shall be performed at (A) the effectiveness
of such Registration Statement and each post-effective amendment thereto; and (B)


 


12





















 


each closing under any underwriting or similar
agreement as and to the extent required thereunder.


 


(r)                                    In the case of any Exchange Offer Registration
Statement, the Company and the Guarantor shall:


 


(i)                                     make reasonably available for inspection by the
Initial Purchaser, and any attorney, accountant or other agent retained by the
Initial Purchaser, all relevant financial and other records, pertinent
corporate documents and properties of the Company, the Guarantor, and their respective subsidiaries;


 


(ii)                                  cause the Company’s officers, directors and
employees to supply all relevant information reasonably requested by the
Initial Purchaser or any such attorney, accountant or agent in connection with
any such Registration Statement as is customary for similar due diligence
examinations; provided, however, that any information that is
designated in writing by the Company, in good faith, as confidential at the
time of delivery of such information shall be kept confidential by the Initial
Purchaser or any such attorney, accountant or agent, unless such disclosure is
made in connection with a court proceeding or required by law, or such
information becomes available to the public generally or through a third party
without an accompanying obligation of confidentiality;  provided,
further, that the foregoing due diligence examination shall be
coordinated on behalf of parties other than the Initial Purchaser by one
counsel designated by and on behalf of such other parties;


 


(iii)                               if
requested by the Initial Purchaser, make such representations and warranties to the Initial Purchaser, in
form, substance and scope as are customarily made by issuers to underwriters in
primary underwritten offerings and covering matters including, but not limited
to, those set forth in the Purchase Agreement;


 


(iv)                              if
requested by the Initial Purchaser, obtain opinions of counsel to the Company and
the Guarantor and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the Initial Purchaser and its counsel, addressed to the Initial
Purchaser, in form, substance and scope, as are customarily addressed to
underwriters in primary underwritten offerings and covering such other matters as may be reasonably
requested by such Initial Purchaser or its counsel;


 


(v)                                 if
requested by the Initial Purchaser, obtain “cold comfort” letters and updates thereof from the
independent certified public accountants of the Company (and, if necessary, any
other independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to the Initial Purchaser, in customary form and covering
matters of the type customarily covered in “cold comfort” letters in connection
with primary underwritten offerings, or if requested by the Initial Purchaser
or its counsel in lieu of a “cold comfort” letter, an agreed-upon procedures
letter under Statement on Auditing Standards No. 35, covering matters requested
by the Initial Purchaser or its counsel; and


 


13





















 


(vi)                              deliver such documents and certificates as may
be reasonably requested by the Initial Purchaser or its counsel, including
those to evidence compliance with Section 4(k) and with conditions
customarily contained in underwriting agreements.


 


The foregoing actions set forth in clauses
(iii), (iv), (v), and (vi) of this Section shall be performed at the close
of the Registered Exchange Offer and the effective date of any post-effective
amendment to the Exchange Offer Registration Statement.


 


(s)                                  If
a Registered Exchange Offer is to be consummated, upon delivery of the Notes by
Holders to the Company (or to such other Person as directed by the Company) in
exchange for the New Notes, the Company shall mark, or caused to be marked, on
the Notes so exchanged that such Notes are being canceled in exchange for the
New Notes.  In no event shall the Notes be
marked as paid or otherwise satisfied.


 


(t)                                    The
Company will use its best efforts (i) if the Notes have been rated prior to the
initial sale of such Notes by one or more nationally recognized statistical
rating agencies, to confirm that a rating (which need not be the same rating
from each such agency) will apply to the Notes or the New Notes, as the case
may be, covered by a Registration Statement; or (ii) if the Notes were not
previously rated, to cause the Notes covered by a Registration Statement to be
rated with at least one nationally recognized statistical rating agency, if so
requested by Initiating Holders with respect to the related Registration
Statement or by any Managing Underwriters.


 


(u)                                 In
the case of any Shelf Registration Statement, if any Broker-Dealer shall
underwrite any Notes or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the Rules
of Fair Practice and the By-Laws of the National Association of Securities
Dealers, Inc.) thereof, whether as a Holder of such Notes or as an underwriter,
a placement or sales agent or a broker or dealer in respect thereof, or
otherwise, assist such Broker-Dealer in complying with the requirements of such
Rules and By-Laws, including, without limitation, by:


 


(i)                                     if
such Rules or By-Laws shall so require, engaging a “qualified independent
underwriter” (as defined in such Rules) to participate in the preparation of
the Registration Statement, to exercise usual standards of due diligence with
respect thereto and, if any portion of the offering contemplated by such
Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such Notes;


 


(ii)                                  indemnifying
any such qualified independent underwriter to the extent of the indemnification
of underwriters provided in Section 7 hereof; and


 


(iii)                               providing
such information to such Broker-Dealer as may be required in order for such
Broker-Dealer to comply with the requirements of such Rules.


 


(v)                                 The
Company and the Guarantor shall use their best efforts to take all other steps
necessary to effect the registration of the Notes or the New Notes, as the case
may be, covered by a Registration Statement.


 


14





















 


5.                                       Additional
Interest 


 


(a)                                  The
parties hereto agree that the Holders of Notes or New Notes, as the case may
be, will suffer damages if the Company and the Guarantor fail to perform their
obligations under Section 2 or 3 hereof and that it would not be feasible
to ascertain the extent of such damages. 
Accordingly, in the event that:


 


(i)                                     neither
the Exchange Offer Registration Statement nor the Shelf Registration Statement
have been filed on or prior to the 90th day following the Initiation
Date;


 


(ii)                                  neither
the Exchange Offer Registration Statement nor the Shelf Registration Statement
have been declared effective on or prior to the 180th day following
the Initiation Date;


 


(iii)                               neither
the Exchange Offer has been completed nor the Shelf Registration Statement has
been declared effective on or prior to the 210th day following the
Initiation Date; or


 


(iv)                              either
the Exchange Offer Registration Statement or Shelf Registration Statement cease
to be effective or usable in connection with the resales of the Notes or New
Notes during a period in which it is required to be effective hereunder without
being succeeded immediately by any additional Registration Statement or
post-effective amendment covering the Notes or the New Notes, as the case may
be, which has been filed and declared effective;


 


(each such event referred to in the foregoing clauses
(i) through (iv), a “Registration Default”), then additional interest (“Additional
Interest”) will accrue on the principal amount of the Notes and the New
Notes, respectively (in addition to the stated interest on the Notes and the
New Notes), from and including the date on which any Registration Default first
occurs and while any such Registration Default has occurred and is continuing,
to but excluding the date on which all filings, declarations of effectiveness
and consummations, as the case may be, have been achieved which, if achieved on
a timely basis, would have prevented the occurrence of all of the then existing
Registration Defaults.  Additional
Interest will accrue at a rate of 0.10% per annum during the 90-day period
immediately following such first occurrence of a Registration Default and while
any such Registration Default has occurred and is continuing, and shall
increase by 0.10% per annum at the end of each subsequent 90-day period up to a
maximum of 0.20% per annum with respect to all Registration Defaults, until the
date on which all of the filings, declarations of effectiveness and
consummations referred to in the preceding sentence have been achieved, on
which date the interest rate on the Notes or the New Notes, respectively, will
revert to the interest rate originally borne by such notes.


 


(b)                                 The
Company and the Guarantor shall notify the Trustee under the Indenture (or the
trustee under any New Notes Indenture) immediately upon the happening of each
and every Registration Default.  The
Company and the Guarantor shall pay the Additional Interest due on the Notes or
New Notes, as the case may be, by depositing with the Trustee (which shall not
be the Company for these purposes) for the Notes or the New Notes, in trust,
for


 


15





















 


the benefit of the
Holders thereof, prior to 11:00 A.M. on the next interest payment date
specified in the Indenture (or such New Notes Indenture), sums sufficient to
pay the Additional Interest then due. 
The Additional Interest due shall be payable on each interest payment
date specified by the Indenture (or such New Notes Indenture) to the record
holders entitled to receive the interest payment to be made on such date.


 


(c)                                  The
parties hereto agree that the Additional Interest provided for in this Section 5
constitutes a reasonable estimate of the damages that will be suffered by
Holders of Notes or New Notes by reason of the happening of any Registration
Default.


 


(d)                                 All
of the Company’s and the Guarantor’s obligations set forth in this Section 5
shall survive the termination of this Agreement.


 


6.                                       Registration Expenses.  The
Company and the Guarantor shall be jointly and severally responsible to bear all expenses incurred in connection with
the performance of its obligations under Sections 2, 3 and 4 hereof and,
in the event of any Shelf Registration Statement, will reimburse the Holders
for the reasonable fees and disbursements of one firm or counsel designated by
the Initiating Holders to act as counsel for the Holders in connection therewith,
and, in the case of any Exchange Offer Registration Statement, will reimburse
the Initial Purchaser for the reasonable fees and disbursements of one
firm or counsel designated as counsel acting in connection therewith.


 


7.                                       Indemnification and
Contribution.  (a)  The Company and the Guarantor, jointly and
severally, agree to indemnify
and hold harmless each Holder of Notes or New Notes, as
the case may be, covered by
any Registration Statement (including the Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer),
the directors, officers, employees and agents of each such Holder and each Person
who controls any such Holder within the meaning of either the Securities Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement as originally filed or in any amendment thereof,
or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company and the Guarantor will not be liable in any case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company and the Guarantor by or on behalf of any such Holder
specifically for inclusion therein; provided  further,
that with respect to any untrue statement or omission of material fact made in
any Registration Statement, the indemnity agreement contained in this Section 7(a)
shall not inure to the benefit of any Holder from whom the person asserting any
such losses, claims, damages, liabilities or expenses purchased Notes or


 


16





















 


New Notes
concerned, or any person controlling such Holders, if a copy of the Prospectus
(as then amended or supplemented if the Company and the Guarantor shall have
furnished any amendments or supplements thereto) was not sent or given by or on
behalf of such Holder to such person, if required by laws so to have been delivered,
at or prior to the written confirmation of the sale of the New Notes or the
Notes to such person, and if the Prospectus (as so amended or supplemented)
would have cured the defect giving rise to such losses, claims, damages,
liabilities or expenses, unless such failure is the result of noncompliance by
the Company and the Guarantor with Section 4(e)-(h) hereof.  This indemnity agreement will be in addition to any liability which
the Company and the Guarantor may otherwise have.


 


The Company and the
Guarantor, jointly and severally, also agree to indemnify or contribute as provided in Section 7(d) to Losses of each underwriter of Notes or
New Notes, as the case may be, registered under a Shelf Registration Statement, their directors,
officers,
employees or agents and each Person who
controls such underwriter on substantially the same basis as that of the
indemnification of the Initial Purchaser and the selling Holders provided in
this Section 7(a) and shall, if requested by any Holder, enter into an underwriting
agreement reflecting such agreement, as provided in Section 4(p) hereof.


 


(b)                                 Each Holder of notes covered by a Registration
Statement (including the Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer)
severally agrees to indemnify and hold harmless the Company
and the Guarantor, and their respective directors and officers who signs such Registration Statement and each
Person who controls the Company and the Guarantor within the meaning of either the Securities
Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company and
the Guarantor to each such Holder,
but only with reference to written information relating to such Holder
furnished to the Company and the Guarantor by or on behalf of such Holder specifically
for inclusion in the documents referred to in the foregoing indemnity.  This indemnity agreement will be in addition
to any liability which any such Holder may otherwise have.


 


(c)                                  Promptly after receipt by an indemnified party
under this Section 7 or notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying
party (i) will not relieve it from liability under paragraph (a) or
(b) above unless and to the extent it did not otherwise learn of such action
and such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses; and (ii) will not, in any event, relieve
the indemnifying party from any obligations to any indemnified party other than
the indemnification obligation provided in paragraph (a) or (b)
above.  The indemnifying party shall be
entitled to appoint counsel of the indemnifying party’s choice at the
indemnifying party’s expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be
satisfactory to the indemnified party. 
Notwithstanding the indemnifying party’s election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate


 


17





















 


counsel
if (i) the use of counsel chosen by the indemnifying party to represent
the indemnified party would present such counsel with a conflict of interest;
(ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel  satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
institution of such action; or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of
the indemnifying party.  An indemnifying
party will not, without the prior written consent (which
consent shall not be unreasonably withheld) of the indemnified parties, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise
or consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.


 


(d)                                 In the event that the indemnity provided in
paragraph (a) or (b) of this Section is unavailable to or
insufficient to hold harmless an indemnified party for any reason, then each
applicable indemnifying party shall have a joint and several obligation to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively “Losses”) to which such indemnified party
may be subject in such proportion as is appropriate to reflect the relative
benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however,
that in no case shall the Initial Purchaser or any subsequent Holder of any
Note or New Note be responsible, in the aggregate, for any amount in excess of
the purchase discount or commission applicable to such Note, or in the case of
a New Note, applicable to the Note that was exchangeable into such New Note,
nor shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the notes purchased by such
underwriter under the Registration Statement which resulted in such
Losses.  If the allocation provided by
the immediately preceding sentence is unavailable for any reason, the
indemnifying party and the indemnified party shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations.  Benefits received by the
Company and the Guarantor shall be deemed to be equal to the total net proceeds from the
Initial Placement (before deducting expenses). 
Benefits received by the Initial Purchaser shall be deemed to be equal to the
total purchase discounts and commissions, and benefits received by any other
Holders shall be deemed to be equal to the value of receiving Notes or New
Notes, as applicable, registered under the Securities Act.  Benefits received by any underwriter shall be
deemed to be equal to the total underwriting discounts and commissions, as set
forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. 
Relative fault shall be determined by reference to, among other things,
whether any alleged untrue statement or omission relates to information
provided by the indemnifying party, on the one hand, or by the indemnified party,
on the other hand, the intent of the parties and their
relative knowledge,


 


18





















 


access to
information and opportunity to correct or prevent such untrue statement or
omission.  The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even
if the Holders were treated as one entity for such purpose) or any other method of allocation which does
not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this
paragraph (d), no Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.  For purposes of this
Section, each Person who controls a Holder within the meaning of either the
Securities Act or the Exchange Act and each director, officer, employee and
agent of such Holder shall have the same rights to contribution as such Holder,
and each Person who controls the Company and the Guarantor within the meaning of either the Securities
Act or the Exchange Act, each officer of the Company and
the Guarantor who shall have
signed the Registration Statement and each director of the Company and
the Guarantor shall have the same
rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).


 


(e)                                  The provisions of this Section will remain
in full force and effect, regardless of any investigation made by or on behalf
of any Holder or the Company or the Guarantor or any of the officers, directors or
controlling Persons referred to in this Section hereof, and will survive the sale
by a Holder of Notes covered by a Registration Statement.


 


8.                                       Underwritten
Registrations.  (a)  If any of the Notes or New Notes, as the case
may be, covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the Managing Underwriters shall be selected by the Initiating
Holders.


 


(b)                                 No
Person may participate in any underwritten offering pursuant to any Shelf
Registration Statement, unless such Person (i) agrees to sell such Person’s
Notes or New Notes, as the case may be, on the basis reasonably provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements; and (ii) completes and executes all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.


 


9.                                       No Inconsistent
Agreements.  Neither
the Company nor
the Guarantor has, as of the date
hereof, entered into, nor shall they, on or after the date hereof, enter into, any
agreement with respect to Notes of the Company that is inconsistent with the rights granted to
the Holders herein or otherwise conflicts with the provisions hereof.


 


10.                                 Amendments and
Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of Initiating Holders (or, after the consummation of any Registered
Exchange Offer in accordance
with Section 2 hereof, of New Notes); provided that, with respect
to any matter that directly or indirectly affects the rights of the Initial
Purchaser hereunder, the Company shall obtain the written consent of the
Initial Purchaser against which such amendment, qualification, supplement,
waiver or consent is to be effective. 
Notwithstanding the foregoing (except the foregoing proviso), a waiver
or consent to departure from the provisions hereof with respect to a matter
that relates exclusively to the rights of


 


19





















 


Holders
whose Notes or New Notes, as the case may be, are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Initiating Holders, determined on the basis of Notes or New Notes, as the case
may be, being sold rather
than registered under such Registration Statement.


 


11.                                 Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, first-class mail, telex, telecopier or air
courier guaranteeing overnight delivery:


 


(a)                                  if to a Holder, at the most current address
given by such holder to the Company in accordance with the provisions of this Section 11, which address initially is, with respect to
each Holder, the address of such Holder maintained by the Registrar under the
Indenture, with a copy in like manner to Goldman, Sachs & Co.;


 


(b)                                 if to you, initially at the address set forth
in the Purchase Agreement; and


 


(c)                                  if to the Company or the
Guarantor, initially at its
address:


 


Harrah’s
Entertainment, Inc.

Harrah’s Operating Company, Inc.

One Harrah’s Court

Las Vegas, Nevada 89119


 


	
  Attn:

  	
  Treasurer

  
	
  With a copy to:

  	
  General Counsel

  



 


All such notices and communications shall be
deemed to have been duly given when received.


 


The Initial Purchaser or the Company or
the Guarantor by notice to the
other parties may designate additional or different addresses for subsequent
notices or communications.


 


12.                                 Successors.  This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties, including, without the need for an express
assignment or any consent by the Company and the Guarantor thereto, subsequent Holders of Notes and
the New Notes.  The Company and the
Guarantor hereby agree to
extend the benefits of this Agreement to any Holder of Notes and
the New Notes, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.


 


13.                                 Counterparts.  This
agreement may be in signed counterparts, each of which shall an original
and all of which together shall constitute one and the same agreement.


 


14.                                 Headings.  The
headings used herein are for convenience only and shall not affect the construction hereof.


 


20





















 


15.                                 Applicable Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed in the State
of New York.


 


16.                                 Severability.  In the
event that any one of more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.


 


17.                                 Notes Held by the
Company, etc.  Whenever the consent or
approval of Holders of a specified percentage of principal amount of Notes or
New Notes is required hereunder, Notes or New Notes, as applicable, held by the
Company or its Affiliates (other than subsequent Holders of Notes or New Notes
if such subsequent Holders are deemed to be Affiliates solely by reason of
their holdings of such Notes or New Notes) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.


 


21





















 


If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the enclosed duplicate
hereof, whereupon this letter and your acceptance shall represent a binding
agreement among the Company, the Guarantor and the Initial Purchaser.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  HARRAH’S
  OPERATING COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jonathan S. Halkyard

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARRAH’S
  ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jonathan S. Halkyard

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
					



 


22





















 


	
  The foregoing Agreement is hereby confirmed and

  	
   

  
	
  accepted as of the date first above written.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  GOLDMAN, SACHS
  & CO., INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  (Goldman, Sachs & Co.)

  	
   

  	
   

  



 


23





















 


ANNEX A


 


Each Broker-Dealer that receives New Notes for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes.  The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a Broker-Dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.  This Prospectus, as it
may be amended or supplemented from time to time, may be used by a
Broker-Dealer in connection with resales of New Notes received in exchange for
Notes where such Notes were acquired by such Broker-Dealer as a result of
market-making activities or other trading activities.  The Company and the Guarantor have agreed
that, starting on the Expiration Date (as defined herein) and ending on the
close of business 180 days after the Expiration Date, they will make this
Prospectus available to any Broker-Dealer for use in connection with any such
resale.  See “Plan of Distribution.”


 


A-1





















 


ANNEX B


 


Each Broker-Dealer that receives New Notes for its own
account in exchange for Notes, where such Notes were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection with
any resale of such New Notes.  See “Plan
of Distribution.”


 


B-1





















 


ANNEX C


 


PLAN OF
DISTRIBUTION


 


Each Broker-Dealer that receives New Notes for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes.  This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Notes received in exchange for Notes where such Notes were
acquired as a result of market-making activities or other trading
activities.  The Company and the
Guarantor have agreed that, starting on the Expiration Date and ending on the
close of business 180 days after the Expiration Date, it will make this
Prospectus, as amended or supplemented, available to any Broker-Dealer for use
in connection with any such resale.  In
addition, until [•] all dealers effecting transactions in the New Notes
may be required to deliver a prospectus.


 


The Company and the Guarantor will not receive any
proceeds from any sale of New Notes by brokers-dealers.  New Notes received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Notes or a combination
of such methods of resale, at market prices prevailing at the time of resale,
at prices related to such prevailing market prices or negotiated prices.  Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such Broker-Dealer and/or the
purchasers of any such New Notes.  Any
Broker-Dealer that resells New Notes that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Notes may be deemed to be an “underwriter”
within the meaning of the Securities Act and any profit of any such resale of
New Notes and any commissions or concessions received by any such Persons may
be deemed to be underwriting compensation under the Securities Act.  The Letter of Transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.


 


For a period of 180 days after
the Expiration Date, the Company and the Guarantor will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any Broker-Dealer that requests such documents in the Letter of
Transmittal.  The Company and the
Guarantor have agreed to pay all expenses incident to the Exchange Offer
(including the expenses of one counsel for the holder of the Notes) other than
commissions or concessions of any brokers or dealers and will indemnify the
holders of the Notes (including any Broker-Dealers) against certain
liabilities, including liabilities under the Securities Act.


 


[If applicable, add information
required by Regulation S-K Items 507 and/or 508.]


 


C-1





















 


ANNEX D


 


Rider A


 


CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.


 


	
  Name:

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  



 


Rider B


 


If the undersigned is not a Broker-Dealer, the
undersigned represents that it acquired the New Notes in the ordinary course of
its business, it is not engaged in, and does not intend to engage in, a
distribution of New Notes and it has no arrangements or understandings with any
Person to participate in a distribution of the New Notes.  If the undersigned is a Broker-Dealer that
will receive New Notes for its own account in exchange for Notes, it represents
that the Notes to be exchanged for New Notes were acquired by it as a result of
market-making activities or other trading activities and acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an “underwriter” within the meaning of
the Securities Act.


 


D-1