Exhibit 10.3


 


AMENDMENT NO. 2 TO 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT (this “Amendment”) dated as of August 16, 2006 is
executed with reference to the Third Amended and Restated Credit Agreement (as
amended from time to time, the “Credit Agreement”) dated as of April 25, 2006,
among Harrah’s Operating Company, Inc., a Delaware corporation (“Company”),
Harrah’s Entertainment, Inc., a Delaware corporation (the “Parent”), each lender
from time to time a party thereto (collectively, the “Lenders” and
individually, a “Lender”), and Bank of America, N.A., as Administrative
Agent.  Capitalized terms used but not
defined herein are used with the meanings set forth for those terms in the Credit
Agreement.


RECITALS


A.            The Company and
Parent have requested that the Lenders consent to the increase of the Letter of
Credit Sublimit from $300,000,000 to $850,000,000.


B.            The Company, Parent
and the Administrative Agent, acting with the written consent of the Requisite
Lenders pursuant to Section 11.2 of the Credit Agreement, have agreed to amend
the Credit Agreement to increase the Letter of Credit Sublimit, and as
otherwise set forth herein.


NOW, THEREFORE, the parties hereto hereby agree as follows:


1.             Increase to Letter of Credit Sublimit.  The definition of “Letter of Credit Sublimit”
set forth in Section 1.1 of the Credit Agreement is hereby amended to read in
full as follows:


“Letter of Credit
Sublimit” means an amount equal to $850,000,000.   The Letter of Credit Sublimit is part of, and
not in addition to, the Aggregate Commitments.”


2.             Confirmation
by Issuing Lenders.  By executing its
Consent to this Amendment, Bank of America, as an Issuing Lender, hereby
confirms that it will act as an Issuing Lender in respect of the entire amount
of the Letter of Credit Sublimit (as so increased).


3.             Conditions
Precedent.  The effectiveness of this
Amendment is conditioned upon receipt by the Administrative Agent of consents
hereto by the Requisite Lenders, substantially in the form of Exhibit A hereto.


4.             Confirmation.  Borrower acknowledges that the terms and
provisions of the Credit Agreement and each of the other Loan Documents remain
in full force and effect.


5.             Counterparts.  This Amendment may be executed in
counterparts in accordance with Section 11.7 of the Credit Agreement.



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IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the date first written above by their duly authorized
representatives.


	
  

  	
  HARRAH’S ENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Jonathan S. Halkyard, Senior Vice

  
	
   

  	
   

  	
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HARRAH’S
  OPERATING COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Jonathan S. Halkyard, Senior Vice

  
	
   

  	
   

  	
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA,
  N.A., as Administrative

  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 



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EXHIBIT A


CONSENT OF LENDER


This
Consent of Lender is delivered with reference to the Third Amended and Restated
Credit Agreement (as amended from time to time, the “Credit Agreement”) dated
as of April 25, 2006, among Harrah’s Operating Company, Inc., a Delaware
corporation (“Company”), Harrah’s Entertainment, Inc., a Delaware corporation
(the “Parent”), each lender from time to time a party thereto (collectively,
the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as
Administrative Agent.  Capitalized terms
used but not defined herein are used with the meanings set forth for those
terms in the Credit Agreement.


The
undersigned Lender hereby consents to the execution, delivery and performance
of the proposed Amendment No. 2 to Third Amended and Restated Credit Agreement,
substantially in the form of the draft heretofore delivered to the undersigned,
and to the related increase to the Letter of Credit Sublimit from $300,000,000
to $850,000,000.


August   ,
2006.


 


 


	
   

  	
  

  	
   

  
	
   

  	
  Name of Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 



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