EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
 FIRST
SUPPLEMENTAL INDENTURE 
 FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 22, 2014,
by and among Caesars Entertainment Operating Company, Inc., formerly known as Harrah’s Operating Company, Inc. and a Delaware corporation (the “Corporation”), Caesars Entertainment Corporation, formerly known as Harrah’s
Entertainment, Inc. and a Delaware corporation (“CEC”), and Law Debenture Trust Company of New York, as successor trustee to U.S. Bank National Association under the indenture referred to below (the “Trustee”). 

W I T N E S S E T H : 
 WHEREAS,
the Corporation and CEC have heretofore executed and delivered to the Trustee an Indenture, dated as of June 9, 2006 (the “Indenture”), providing for the issuance of the Corporation’s 6.50% Senior Notes due 2016 (the
“Securities”); 
 WHEREAS, Section 902 of the Indenture provides, inter alia, that the Corporation, CEC and the
Trustee may, subject to certain exceptions noted therein, enter into a supplemental indenture to add, change or eliminate any provisions of the Indenture or a supplemental indenture or modify the rights of Holders of the Securities with the written
consent of Holders of at least a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture (disregarding Securities held by the Corporation or any Affiliate of the Corporation); 

WHEREAS, the Corporation entered into a Note Purchase and Support Agreement, dated as of August 12, 2014 (the “Note Purchase and
Support Agreement”), by and among the Corporation, CEC and certain holders party thereto, pursuant to which (x) the Corporation and CEC agreed to purchase certain of the Securities held by such holders and (y) such holders agreed
to consent to certain amendments to the Indenture; 
 WHEREAS, Holders of at least a majority in principal amount of the Securities have
consented to the changes and eliminations effected by this Supplemental Indenture in accordance with the provisions of the Indenture, and evidence of such consents has been provided by the Corporation to the Trustee; 

WHEREAS, the Corporation has complied with all conditions precedent provided for in the Indenture relating to this Supplemental Indenture; and

 WHEREAS, the Corporation has requested that the Trustee execute and deliver this Supplemental Indenture. 







 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Corporation, CEC and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows: 

SECTION 1. Defined Terms. 

(a) For purposes of this Supplemental Indenture, the terms defined in the recitals shall have the meanings therein specified; any capitalized
terms used and not defined herein shall have the same respective meanings as assigned to them in the Indenture; and references to Articles or Sections shall, unless the context indicates otherwise, be references to Articles or Sections of the
Indenture. 
 (b) Any definitions used exclusively in the provisions of the Indenture or Securities that are deleted pursuant to the
amendments set forth under this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Securities, and all textual references in the Indenture and the
Securities exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in their entirety. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

SECTION 2. Amendments to the Indenture. The Indenture shall hereby be amended as follows: 

(a) The definition of “Guarantor” set forth in Section 101 of the Indenture is hereby deleted in its entirety. 

(b) Article XV of the Indenture is hereby deleted in its entirety. CEC shall have no further obligations under the Indenture and the
Securities. 
 (c) Section 801 of the Indenture is hereby amended by adding “held as of August 22, 2014” between
“directly or indirectly, sell, lease or convey all or substantially all of its assets” and before “to another Person.” 

SECTION 3. Amendments to the Securities and Exhibits. Each of the Securities and Exhibit A to the Indenture shall hereby be amended as
follows: 
 (a) The face of the Securities is hereby amended by deleting “Payment of principal, interest and premium, if any,
unconditionally guaranteed by HARRAH’S ENTERTAINMENT, INC.” in its entirety. 
 (b) The “Notation of Guarantee of
Harrah’s Entertainment Inc.” of the Securities and Exhibit A to the Indenture are each hereby deleted in its entirety. 
 SECTION
4. Effectiveness. This Supplemental Indenture shall become a binding agreement between the parties hereto when executed by the parties hereto. 

SECTION 5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is
in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or
hereafter authenticated and delivered shall be bound hereby. 

  
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 SECTION 6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. 

SECTION 7. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental
Indenture or the statements made in the recitals of this Supplemental Indenture. 
 SECTION 8. Severability. In case any provisions
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 9. 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. 
 SECTION 10. Effect of Headings. The Section headings herein are
for convenience only and shall not affect the construction thereof. 
 [Signature Pages Follow] 

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

			
	CAESARS ENTERTAINMENT OPERATING COMPANY, INC.
		
	By:	 	/s/ Mary E. Higgins
	Name:	 	Mary E. Higgins
	Title:	 	Chief Financial Officer


  

			
	CAESARS ENTERTAINMENT CORPORATION
		
	By:	 	/s/ Eric Hession
	Name:	 	Eric Hession
	Title:	 	SVP Finance and Treasurer


 [Signature Page to 6.50% Notes First Supplemental Indenture] 







 
			
	LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
		
	By:	 	/s/ James D. Heaney
	Name:	 	James D. Heaney
	Title:	 	Managing Director


 [Signature Page to 6.50% Notes First Supplemental Indenture]