Exhibit 10.2


AMENDMENT NO. 1 TO 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT (this “Amendment”) dated as of June 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”), each of the
Restricted Subsidiaries that becomes a borrower pursuant to Section 2.9 of the
Credit Agreement (the Company and each such borrower are individually a “Borrower”
and collectively the “Borrowers”), 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 Borrower, Parent and the Administrative Agent,
acting with the written consent of the Requisite Lenders pursuant to Section
11.2 of the Credit Agreement, hereby agree to amend the Credit Agreement as
follows:


1.             Section
4.6 - No Other Liabilities; No Material Adverse Effect.  Section 4.6 of the Credit Agreement is hereby
amended to delete the following sentence therefrom:


“As of each date
following the Effective Date, no circumstance or event has occurred that
constitutes a Material Adverse Effect since the Effective Date.”


2.             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.


3.             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.


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


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signatures follow]



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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”), each of the Restricted Subsidiaries that becomes a
borrower pursuant to Section 2.9 of the Credit Agreement (the Company and each
such borrower are individually a “Borrower” and collectively the “Borrowers”),
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. 1 to Third Amended and Restated Credit Agreement,
substantially in the form of the draft heretofore delivered to the undersigned.


Dated as of June 16, 2006.


 


	
  

  	
   

  	
   

  
	
   

  	
  Name of Lender

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



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