Supplemental Indenture


 Exhibit 4.1 

SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 20, 2010, among HARRAH’S OPERATING
COMPANY, INC., a Delaware corporation (the “New Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”). 

W I T N E S S E T H : 

WHEREAS HARRAH’S OPERATING ESCROW LLC, a Delaware limited liability company, HARRAH’S ESCROW CORPORATION, a Delaware
corporation (together, the “Escrow Issuer”) and HARRAH’S ENTERTAINMENT, INC., a Delaware corporation (the “Parent Guarantor”) have heretofore executed and delivered to the Trustee an indenture (as amended,
supplemented or otherwise modified, the “Indenture”) dated as of April 16, 2010, providing for the issuance of the Escrow Issuer’s Second-Priority Senior Secured Notes due 2018 (the “Notes”), initially in
the aggregate principal amount of $750,000,000; 
 WHEREAS Section 14.01 of the Indenture provides that the New Issuer may
execute and deliver to the Trustee a supplemental indenture pursuant to which the New Issuer shall unconditionally assume all the Escrow Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein; and

 WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the New Issuer and the Parent Guarantor are authorized
to 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 New Issuer, the Parent Guarantor, the Escrow Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital
hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the
benefit of such holders. 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. 
 2. Agreement to Assume Obligations. The New Issuer hereby agrees to unconditionally
assume the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XIV of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to
perform all of the obligations and agreements of the Issuer under the Indenture. 
 3. Notices. All notices or other
communications to the New Issuer shall be given as provided in Section 13.02 of the Indenture. 
  

 1 







 4. 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 of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 5. Release
of Obligations of Escrow Issuer. Upon execution of this Supplemental Indenture by the New Issuer, the Parent Guarantor and the Trustee, the Escrow Issuer is released and discharged from all obligations under the Indenture and the Notes.

 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 PRINCIPLES OF CONFLICTS OF LAW. 
 7. Trustee Makes No Representation. The
Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 
 8. 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. 

9. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

  

 2 







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

			
	HARRAH’S OPERATING COMPANY, INC.
		
	By:	 	 /s/ Authorized Signatory

	Name:	 	
	Title:	 	


  

 3 








			
	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	 /s/ Authorized Signatory

	Name:	 	
	Title:	 	


  

 4 








			
	Acknowledged by:
	
	HARRAH’S OPERATING ESCROW LLC
		
	By:	 	Harrah’s Operating Company, Inc.,
		 	as sole member

  

			
	By:	 	 /s/ Authorized Signatory

	Name:	 	
	Title:	 	
	
	HARRAH’S ESCROW CORPORATION
		
	By:	 	 /s/ Authorized Signatory

	Name:	 	
	Title:	 	

  

 5