First Supplemental Indenture



 Exhibit 4.1 
 Execution Version 
 HARRAH’S OPERATING COMPANY, INC. 
 as Issuer 
 THE NOTE GUARANTORS NAMED HEREIN

 AND 
 U.S. BANK NATIONAL
ASSOCIATION 
 as Trustee 
  
  
 FIRST SUPPLEMENTAL INDENTURE

 Dated as of March 26, 2009 
 to 
 Indenture 
 Dated
as of February 1, 2008 
 10.75% Senior Notes due 2016 
 10.75%11.5% Senior Toggle Notes due 2018 







 THIS FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”), dated as of
March 26, 2009, is by and among Harrah’s Operating Company, Inc., a Delaware corporation (the “Company”), the Note Guarantors, as defined therein (the “Guarantors”) and U.S. Bank National Association, as
trustee under the indenture referred to below (the “Trustee”). 
 WITNESSETH 
 WHEREAS, reference is made to that certain indenture, dated as of February 1, 2008, between the Company, the Guarantors and the Trustee (the
“Original Indenture,” and as further amended and supplemented hereby, the “Indenture”), with respect to the Company’s 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due 2018 (together with
the Company’s 10.75% Senior Notes due 2016, the “Notes”). 
 WHEREAS, in accordance with Section 9.02 of the
Original Indenture, the Company, the Guarantors and the Trustee may amend the Original Indenture with the written consent of Holders, voting together as a class, of at least a majority in principal amount of the outstanding Notes and loans under the
Company’s senior interim loan facility between the Company, the lenders party thereto and Citibank, N.A., as administrative agent, dated February 28, 2008 (the “Senior Interim Loan Facility”). 
 WHEREAS, the Company and the Note Guarantors desire to amend the Original Indenture in accordance with Section 9.02 of the Original Indenture and
have solicited consents from the Holders of the Notes to certain amendments to the Original Indenture pursuant to a Confidential Offering Memorandum and Consent Solicitation Statement dated March 5, 2009 (the “Offer”);

 WHEREAS, the Holders of at least a majority in principal amount of outstanding Notes and loans under the Senior Interim Loan Facility have
consented in writing to the amendments to the Original Indenture contained herein; and 
 WHEREAS, the execution and delivery of this
Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Supplemental Indenture a valid and binding supplement to the Original Indenture effectively amending the Original Indenture as set forth
herein have been duly taken. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company, the Guarantor and the Trustee mutually covenant and agree as follows: 
 ARTICLE I 
 DEFINITIONS 
 Section 1.1 Deletion of Definitions and Related References. Section 1.01 of the Original Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references are
eliminated in the Original Indenture as a result of the amendments set forth in Article II of this Supplemental Indenture. 







 ARTICLE II 
 AMENDMENTS 
 Section 2.1 Amendments to the Original Indenture. The Original Indenture is
hereby amended by deleting the following sections and clauses, as applicable, of the Original Indenture and all references to such sections and clauses in their entirety: 
  

					
	(i)	  	Section 4.02 (Reports and Other Information)
	(ii)	  	Section 4.03 (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock)
	(iii)	  	Section 4.04 (Limitation on Restricted Payments)
	(iv)	  	Section 4.05 (Dividend and Other Payment Restrictions Affecting Subsidiaries)
	(v)	  	Section 4.06 (Asset Sales)
	(vi)	  	Section 4.07 (Transactions with Affiliates)
	(vii)	  	Section 4.08 (Change of Control)
	(viii)	  	Section 4.09 (Compliance Certificate)
	(ix)	  	Section 4.11 (Future Note Guarantors)
	(x)	  	Section 4.12 (Liens)
	(xi)	  	Section 4.15 (Covenant Suspension)
	(xii)	  	Clauses (a)(iii), (a)(iv), (a)(vi) and (b)(ii), as well as clause (2) of the penultimate paragraph of Section 5.01 only (When Issuer May Merge or Transfer Assets)
	(xiii)	  	Section 6.01 (Events of Default - deleting clauses (c), (d), (e), (f) and (g) only)
	(xiv)	  	Section 6.12 (Waiver of Stay or Extension Laws)
	(xv)	  	Clauses (a)(ii), (a)(iii), (a)(iv), (a)(v), (a)(vi), (a)(vii) and (a)(viii) only of Section 8.02 (Conditions to Defease)

 ARTICLE III 
 MISCELLANEOUS PROVISIONS 
 Section 3.1 Indenture. Except as amended hereby, the Original
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 under the Original Indenture shall be bound by the Indenture as amended hereby. Subject to Section 9.03 and 13.01 of the Indenture, in the case of conflict between the Original Indenture
and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control. This Supplemental Indenture complies with the Trust Indenture Act of 1939 and the Company hereby confirms its duties thereunder (including under
Section 314 thereof) with respect to the Indenture. 
 Section 3.2 Amendment to Notes. The Notes included certain of
the foregoing provisions from the Indenture to be deleted or amended pursuant to Articles I and II hereof. Upon the effective date of this Supplemental Indenture, such provisions from the Notes shall be deemed deleted or amended as applicable.

  

 3 








 Section 3.3 Effectiveness of Amendments. This Supplemental Indenture shall be
effective upon execution hereof by the Company, the Guarantor and the Trustee; provided, however, that the amendments to the Original Indenture and the Notes set forth in Articles I and II and Section 3.2 of this Supplemental Indenture shall
not become operative until immediately prior to the acceptance for exchange by the Company of the Notes tendered pursuant to the Offer. In the event the Company notifies (if orally, then confirmed in writing) Global Bondholder Services Corporation,
as depositary and information agent under the Offer, that it has withdrawn or terminated the Offer, this Supplemental Indenture shall be terminated and of no force of effect and the Original Indenture shall not be modified hereby. 
 Section 3.4 Severability. In case any provision 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 3.5 Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Original Indenture.  
 Section 3.6 Effect of Headings. The Article and Section headings used herein are for convenience only and shall not affect the
construction of this Supplemental Indenture. 
 Section 3.7 Trustee Makes No Representations. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture. 
 Section 3.8 Certain Duties and
Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided. 
 Section 3.9 Governing Law. This Supplemental Indenture will be
governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regards to principles of conflicts of law. Each of the parties hereto agrees to submit
jurisdiction to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of, or relating to, this Supplemental Indenture. 
 Section 3.10 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 one and the same
agreement. 
 Section 3.11 Successors. All agreements of the Company, the Guarantor and the Trustee in this Supplemental
Indenture shall bind their respective successors. 
 Section 3.12 Endorsement and Change of Form of Notes. Any Notes
authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes effective shall be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows: 
  

 4 








 “Effective as of [April] [    ], 2009, the restrictive covenants of the Company and certain of
the Events of Default have been eliminated, as provided in the First Supplemental Indenture, dated as of March 26, 2009. Reference is hereby made to said First Supplemental Indenture, copies of which are on file with the Trustee, for a
description of the amendments made therein.” 
 (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK) 
  

 5 








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

			
	HARRAH’S OPERATING COMPANY, INC.
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer
	
	HARRAH’S ENTERTAINMENT INC.
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	B I Gaming Corporation
	Bally’s Midwest Casino, Inc.
	Bally’s Operator, Inc.
	Bally’s Park Place, Inc.
	Bally’s Tunica, Inc.
	Benco, Inc.
	BL Development Corp.
	Boardwalk Regency Corporation
	Caesars Entertainment Akwesasne Consulting Corp.
	Caesars Entertainment Canada Holding, Inc.
	Caesars Entertainment Finance Corp.
	Caesars Entertainment Golf, Inc.
	Caesars Entertainment Retail, Inc.
	Caesars New Jersey, Inc.
	Caesars Palace Corporation
	Caesars Palace Realty Corp.
	Caesars Palace Sports Promotions, Inc.
	Caesars Trex, Inc.
	Caesars United Kingdom, Inc.
	Caesars World, Inc.
	Caesars World Marketing Corporation
	Caesars World Merchandising, Inc.
	California Clearing Corporation
	Casino Computer Programming, Inc.
	CEI-Sullivan County Development Company
	Consolidated Supplies, Services and Systems
	Dusty Corporation
	East Beach Development Corporation
	FHR Corporation
	Flamingo-Laughlin, Inc.
	GCA Acquisition Subsidiary, Inc.
	GNOC, Corp.
	Grand Casinos, Inc.
	Grand Media Buying, Inc.
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Harrah South Shore Corporation
	Harrah’s Alabama Corporation
	Harrah’s Arizona Corporation
	Harrah’s Illinois Corporation
	Harrah’s Interactive Investment Company
	Harrah’s Investments, Inc.
	Harrah’s Kansas Casino Corporation
	Harrah’s Management Company
	Harrah’s Marketing Services Corporation
	Harrah’s Maryland Heights Operating Company
	Harrah’s New Orleans Management Company
	Harrah’s Pittsburgh Management Company
	Harrah’s Reno Holding Company, Inc.
	Harrah’s Southwest Michigan Casino Corporation
	Harrah’s Travel, Inc.
	Harrah’s Tunica Corporation
	Harrah’s Vicksburg Corporation
	Harveys BR Management Company, Inc.
	Harveys C.C. Management Company, Inc.
	Harveys Iowa Management Company, Inc.
	HBR Realty Company, Inc.
	HCR Services Company, Inc.
	HEI Holding Company One, Inc.
	HEI Holding Company Two, Inc.
	LVH Corporation
	Martial Development Corporation
	Ocean Showboat, Inc.
	Players Bluegrass Downs, Inc.
	Players Development, Inc.
	Players Resources, Inc.
	Players Services, Inc.
	Reno Projects, Inc.
	Rio Development Company, Inc.
	Robinson Property Group Corp.
	Roman Entertainment Corporation of Indiana
	Roman Holding Corporation of Indiana
	Sheraton Tunica Corporation
	Showboat Atlantic City Operating Company, LLC
	Southern Illinois Riverboat/Casino Cruises, Inc.
	Tele/Info, Inc.
	Trigger Real Estate Corporation
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Desert Palace, Inc.
	Harrah’s Imperial Palace Corp.
	Harrah’s International Holding Company, Inc.
	Las Vegas Resort Development, Inc.
	Parball Corporation
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	190 Flamingo, LLC
	AJP Parent, LLC
	Caesars Entertainment Development, LLC
	Chester Facility Holding Company, LLC
	Corner Investment Company, LLC
	DCH Exchange, LLC
	DCH Lender, LLC
	Harrah’s Bossier City Management Company, LLC
	Harrah’s Chester Downs Investment Company, L.L.C.
	Harrah’s Chester Downs Management Company, LLC
	Harrah’s License Company, LLC
	Harrah’s MH Project, LLC
	Harrah’s North Kansas City LLC
	Harrah’s Operating Company Memphis, LLC
	Harrah’s Shreveport Investment Company, LLC
	Harrah’s Shreveport Management Company, LLC
	Harrah’s Shreveport/Bossier City Holding Company, LLC
	Harrah’s Sumner Investment Company, LLC
	Harrah’s Sumner Management Company, LLC
	Harrah’s West Warwick Gaming Company, LLC
	H-BAY, LLC
	HCAL, LLC
	HHLV Management Company, LLC
	Hole In The Wall, LLC
	Horseshoe Gaming Holding, LLC
	JCC Holding Company II, LLC
	Koval Holdings Company, LLC
	Nevada Marketing, LLC
	Players International, LLC
	Reno Crossroads, LLC
	Roman Empire Development, LLC
	TRB Flamingo, LLC
	Winnick Parent, LLC
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member or Manager
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Las Vegas Golf Management, LLC
		
	By:	 	 /s/ Michael D. Cohen

	Name:	 	Michael D. Cohen
	Title:	 	Manager


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	AJP Holdings, LLC
		
	By:	 	AJP Parent, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Durante Holdings, LLC
		
	By:	 	AJP Holdings, LLC
		 	its Sole Member
		
	By:	 	AJP Parent, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Biloxi Hammond, LLC
	Biloxi Village Walk Development, LLC
	Village Walk Construction, LLC
		
	By:	 	Grand Casinos of Biloxi, LLC
		 	its Sole Member
		
	By:	 	Grand Casinos, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Harrah’s Maryland Heights LLC
		
	By:	 	Harrah’s Maryland Heights Operating Company
		 	its Managing Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Harrah’s Shreveport/Bossier City Investment Company, LLC
		
	By:	 	Harrah’s Shreveport/Bossier City Holding Company, LLC
		 	its Managing Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Winnick Holdings, LLC
		
	By:	 	Winnick Parent, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Bally’s Olympia Limited Partnership
		
	By:	 	Bally’s Operator, Inc.
		 	its General Partner
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Caesars Riverboat Casino, LLC
		
	By:	 	Roman Holding Corporation of Indiana
		 	its Managing Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	And as Agent of Caesars Riverboat Casino, LLC


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Horseshoe GP, LLC
	Horseshoe Hammond, LLC
		
	By:	 	Horseshoe Gaming Holding, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Harrah’s Bossier City Investment Company, LLC
		
	By:	 	Harrah’s Shreveport/Bossier City Investment Company, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Horseshoe Shreveport LLC
		
	By:	 	Horseshoe Gaming Holding, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Jazz Casino Company, LLC
	JCC Fulton Development, LLC
		
	By:	 	JCC Holding Company II, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









					
	Players Riverboat II, LLC
		
	By:	 	Players Riverboat Management, LLC
		 	its Member
			
		 	By:	 	Players Holding, LLC
		 		 	its Sole Member
			
		 	By:	 	Players International, LLC
		 		 	its Sole Member
			
		 	By:	 	Harrah’s Operating Company, Inc.
		 		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer
		
	By:	 	Players Riverboat, LLC
		 	its Member
			
		 	By:	 	Players Holding, LLC
		 		 	its Sole Member
			
		 	By:	 	Players International, LLC
		 		 	its Sole Member
			
		 	By:	 	Harrah’s Operating Company, Inc.
			
		 		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Horseshoe Entertainment
		
	By:	 	New Gaming Capital Partnership
		 	its General Partner
		
	By:	 	Horseshoe GP, LLC
		 	its General Partner
		
	By:	 	Horseshoe Gaming Holding, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Grand Casinos of Biloxi, LLC
	Grand Casinos of Mississippi, LLC - Gulfport
		
	By:	 	Grand Casinos, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Caesars India Sponsor Company, LLC
		
	By:	 	California Clearing Corporation
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Koval Investment Company, LLC
		
	By:	 	Koval Holding Company, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Players Holding, LLC
		
	By:	 	Players International, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Players LC, LLC
	Players Maryland Heights Nevada, LLC
	Players Riverboat Management, LLC
	Players Riverboat, LLC
		
	By:	 	Players Holding, LLC
		 	its Sole Member
		
	By:	 	Players International, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	New Gaming Capital Partnership
		
	By:	 	Horseshoe GP, LLC
		 	its General Partner
		
	By:	 	Horseshoe Gaming Holding, LLC
		 	its Sole Member
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Atlantic City Country Club 1, LLC
		
	By:	 	Bally’s Park Place, Inc.
		 	its Sole Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Harrah’s NC Casino Company, LLC
		
	By:	 	Harrah’s Operating Company, Inc.
		 	its Managing Member
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior Vice President
		 	CFO & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Harveys Tahoe Management Company, Inc.
		
	By:	 	 /s/ Gary W. Loveman

	Name:	 	Gary W. Loveman
	Title:	 	President



			
		
	Attested to by:	 	 /s/ Michael D. Cohen




			
	Name:	 	Michael D. Cohen
	Title:	 	Secretary


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	Showboat Atlantic City Mezz 1, LLC
	Showboat Atlantic City Mezz 2, LLC
	Showboat Atlantic City Mezz 3, LLC
	Showboat Atlantic City Mezz 4, LLC
	Showboat Atlantic City Mezz 5, LLC
	Showboat Atlantic City Mezz 6, LLC
	Showboat Atlantic City Mezz 7, LLC
	Showboat Atlantic City Mezz 8, LLC
	Showboat Atlantic City Mezz 9, LLC
	Showboat Atlantic City Propco, LLC
	Showboat Holding, Inc.
	Tahoe Garage Propco, LLC
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	President & Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	HTM Holding, Inc.
		
	By:	 	 /s/ Jonathan S. Halkyard

	Name:	 	Jonathan S. Halkyard
	Title:	 	President and Treasurer


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018) 









			
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	 /s/ Richard Prokosch

	Name:	 	Richard Prokosch
	Title:	 	Vice President


  

 (First Supplemental Indenture to 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due
2018)