Joinder and Supplement to Intercreditor Agreement



 Exhibit 10.2 
 JOINDER AND SUPPLEMENT 
 to 
 INTERCREDITOR AGREEMENT 
 Reference is made to that certain Intercreditor Agreement, dated as of
December 24, 2008 and supplemented as of April 15, 2009 (as supplemented on the date hereof through the execution and delivery of this Agreement and as the same may be further amended, restated, supplemented or otherwise modified from time
to time, the “Intercreditor Agreement”), among Bank of America, N.A., as Credit Agreement Agent and each Other First Priority Lien Obligations Agent from time to time party thereto, each in its capacity as First Lien Agent, U.S.
Bank National Association, as Trustee and each collateral agent for any Future Second Lien Indebtedness from time to time party thereto, each in its capacity as Second Priority Agent (attached hereto as Exhibit A). Capitalized terms used but not
defined herein shall have the meanings assigned in the Intercreditor Agreement. 
 This Joinder and Supplement to the Intercreditor Agreement
(this “Agreement”), dated as of June 10, 2009 (the “Effective Date”), by and among (i) U.S. Bank National Association, as trustee (the “New Trustee”) pursuant to that certain Indenture
(the “New Indenture”) dated as of the date hereof among Harrah’s Operating Escrow LLC and Harrah’s Escrow Corporation, as issuers, U.S. Bank National Association, as trustee and Harrah’s Entertainment, Inc., as parent
guarantor, (ii) U.S. Bank National Association, as Trustee under the Intercreditor Agreement, (iii) Bank of America, N.A., as Credit Agreement Agent under the Intercreditor Agreement, (iv) U.S. Bank National Association as a Second
Priority Agent under the Intercreditor Agreement, and (v) any other First Lien Agent and Second Priority Agent from time to time party to the Intercreditor Agreement, has been entered into to record the accession of the New Trustee as an Other
First Priority Lien Obligations Agent under the Intercreditor Agreement on behalf of the holders of the 11.25% Senior Secured Notes due 2017 (the “New Notes”) issued under the New Indenture and assumed by Harrah’s Operating
Company, Inc. pursuant to that certain Supplemental Indenture dated as of the date hereof. 
 The parties to this Agreement hereby agree
as follows: 
 A. The New Trustee agrees to become, with immediate effect, a party to and agrees to be bound by the terms of the
Intercreditor Agreement as an Other First Priority Lien Obligations Agent, as if it had originally been party to the Intercreditor Agreement as a First Lien Agent. 
 B. The Obligations under the New Notes, the New Indenture and any other document or agreement entered into pursuant thereto are designated as Other First Priority Lien Obligations. The Lien on the Common Collateral
securing such Other First Priority Lien Obligations shall have priority over and be senior in all respects to all Liens on the Common Collateral securing any Second Priority Claims on the terms set forth in the Intercreditor Agreement and shall be
equal and ratable with all Liens on the Common Collateral securing any other Senior Lender Claims. 







 C. The New Trustee confirms that its address for notices pursuant to the Intercreditor Agreement is as
follows: 
  

			
	U.S. Bank National Association
	EP-MN-WS3C, 60 Livingston Avenue
	St. Paul, MN 55107-1419
	Telephone: (651) 495-3909
	Facsimile: (651) 495-8097
	Attn:	  	Corporate Trust Services,
		  	Raymond S. Haverstock

 D. Each party to this Agreement (other than the New Trustee) confirms the acceptance of the New
Trustee as an Other First Priority Lien Obligations Agent for purposes of the Intercreditor Agreement. 
 E. Except as expressly provided
herein, in the Intercreditor Agreement or in any Other First Priority Lien Obligations Documents, the New Trustee is acting in the capacity of Other First Priority Lien Obligations Agent solely with respect to the Senior Lender Claims owed to the
New Trustee and the holders of the New Notes issued pursuant to the New Indenture. For the avoidance of doubt, the provisions of Article VII of the New Indenture applicable to the New Trustee thereunder shall also apply to the New Trustee acting
under or in connection with the Intercreditor Agreement. 
 F. This Agreement shall be construed in accordance with and governed by the laws
of the State of New York. 
 G. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which
when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 [SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. 

 

			
	U.S. BANK NATIONAL ASSOCIATION
	as New Trustee and Other First Priority Lien Obligations Agent
		
	By:	 	 /s/ Raymond S. Haverstock

	Name:	 	Raymond S. Haverstock
	Title:	 	Vice President










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

	Name:	 	Jonathan S. Halkyard
	Title:	 	Senior VP, CFO & Treasurer
	
	 BANK OF AMERICA, N.A.
 as Credit
Agreement Agent

		
	By:	 	 /s/ Christopher Kelly Wall

	Name:	 	Christopher Kelly Wall
	Title:	 	Principal
	
	 U.S. BANK NATIONAL ASSOCIATION
 as
Trustee

		
	By:	 	 /s/ Raymond S. Haverstock

	Name:	 	Raymond S. Haverstock
	Title:	 	Vice President
	
	 U.S. BANK NATIONAL ASSOCIATION
 as
Second Priority Agent

		
	By:	 	 /s/ Raymond S. Haverstock

	Name:	 	Raymond S. Haverstock
	Title:	 	Vice President








 Exhibit A