8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 8, 2008

Date of Report (Date of earliest event reported)

Harrah’s Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-10410	62-1411755
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Caesars Palace Drive

Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 407-6000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 8, 2008, Harrah’s Operating, Inc. (the “Company”) and Harrah’s Entertainment, Inc. (the “Parent”) entered into (i) a supplemental indenture dated as of January 8, 2008 (the “8.875% Notes Supplemental Indenture”) to the Indenture dated as of November 9, 1999, by and among the Company, the Parent, and Wells Fargo Bank, National Association (“Wells Fargo”), pursuant to which the Company’s 8.875% Senior Subordinated Notes due 2008 (the “8.875% Notes”) were issued (as amended and supplemented, the “8.875% Notes Indenture”); (ii) a supplemental indenture dated as of January 8, 2008 (the “7.5% Notes (1998) Supplemental Indenture”) to the Indenture dated as of December 18, 1998, by and among the Company, the Parent and The Bank of New York Trust Company, N.A. (as successor to IBJ Whitehall Bank & Trust Company (f/k/a IBJ Shroder Bank & Trust Company), pursuant to which the 7.5% Senior Notes due 2009 (the “7.5% Notes (1998)”) were issued (as amended and supplemented, the “7.5% Notes (1998) Indenture”); (iii) a supplemental indenture dated as of January 8, 2008 (the “7.5% Notes (2001) Supplemental Indenture”) to the Indenture dated as of August 22, 2001, by and among the Company (as successor to Caesars Entertainment, Inc. (f/k/a Park Place Entertainment Corporation) (“Caesars”)), the Parent, and Wells Fargo, pursuant to which the 7.5% Senior Notes due 2009 (the “7.5% Notes (2001)”) were issued (as amended and supplemented, the “7.5% Notes (2001) Indenture”); and (iv) a supplemental indenture dated as of January 8, 2008 (the “7% Notes Supplemental Indenture” and, together with the 8.875% Notes Supplemental Indenture, the 7.5% Notes (1998) Supplemental Indenture, and the 7.5% Notes (2001) Supplemental Indenture, the “Supplemental Indentures”) to the Indenture dated as of April 11, 2003, by and among the Company (as successor to Caesars), the Parent and U.S. Bank National Association, pursuant to which the 7% Senior Notes due 2013 (the “7% Notes” and, together with the 8.875% Notes, the 7.5% Notes (1998) and the 7.5% Notes (2001), the “Notes”) were issued (as amended and supplemented, the “7% Notes Indenture” and, together with the 8.875% Notes Indenture, the 7.5 % Notes (1998) Indenture and the 7.5% Notes (2001) Indenture, the “Indentures”).

The Supplemental Indentures were entered into in connection with the Company’s tender offers and consent solicitations with respect to the Notes, which were commenced on December 21, 2007. The Supplemental Indentures amend the Indentures governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indentures. The amendments will not, however, become operative until the Notes tendered in the tender offer and consent solicitation are accepted for purchase by the Company pursuant to the terms of the tender offer and consent solicitation.

A copy of each of the (i) 8.875% Notes Supplemental Indenture attached hereto as Exhibit 4.1; (ii) 7.5% Notes (1998) Supplemental Indenture attached hereto as Exhibit 4.2; (iii) 7.5% Notes (2001) Supplemental Indenture attached hereto as Exhibit 4.3; and (iv) 7% Notes Supplemental Indenture attached hereto as Exhibit 4.4, are incorporated herein by reference.

Item 8.01 Other Events.

On January 8, 2008, the Parent issued a press release announcing (i) the execution of the Supplemental Indentures and (iii) the pricing terms of the tender offers and consent solicitation with respect to the 8.875% Notes, the 7.5% Notes (1998), the 7.5% Notes (2001) and the 7% Notes. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) The exhibits listed below and in the accompanying Exhibit Index are furnished as part of this Current Report on Form 8-K.

Exhibit	Description
4.1	Third Supplemental Indenture, dated as of January 8, 2008, by and among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and Wells Fargo Bank, National Association, supplementing that certain Indenture, dated as of November 9, 1999, pursuant to which the 8.875% Senior Subordinated Notes Due 2008 were issued.

4.2	Second Supplemental Indenture, dated as of January 9, 2008, by and among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and The Bank of New York Trust Company, N.A., supplementing that certain Indenture, dated as of December 18, 1998, pursuant to which the 7.5% Senior Notes due 2009 were issued.
4.3	Third Supplemental Indenture, dated as of January 9, 2008, by and among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and Wells Fargo Bank, National Association, supplementing that certain Indenture, dated as of August 22, 2001, pursuant to which the 7.5% Senior Notes due 2009 were issued.
4.4	Third Supplemental Indenture, dated as of January 9, 2008, by and among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and U.S. Bank National Association, supplementing that certain Indenture, dated as of April 11, 2003, pursuant to which the 7% Senior Notes due 2013 were issued.
99.1	Press Release, dated January 8, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARRAH’S ENTERTAINMENT, INC.
Date: January 8, 2008	By:	/s/ MICHAEL D. COHEN
		Michael D. Cohen
		Vice President, Associate General Counsel and Corporate Secretary

EX-4.1

Exhibit 4.1

HARRAH’S OPERATING COMPANY, INC.

as Issuer

AND

HARRAH’S ENTERTAINMENT, INC.

as Guarantor

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of January 8, 2008

to

Indenture

Dated as of November 9, 1999

8.875% Senior Subordinated Notes due 2008

THIS THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”), dated as of January 8, 2008, is by and among Harrah’s Entertainment, Inc., a Delaware corporation (the “Guarantor”), Harrah’s Operating Company, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Company”), and Wells Fargo Bank, National Association, as successor to Norwest Bank Minnesota, N.A., as trustee under the indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, reference is made to that certain Indenture, dated as of November 9, 1999, between the Company, as successor to Caesars Entertainment, Inc., f/k/a Park Place Entertainment Corporation, a Delaware corporation (“Caesars”), and the Trustee, as supplemented by that certain Officers’ Certificate of the Company, dated as of September 12, 2000, and as further amended and supplemented by that certain First Supplemental Indenture, dated as of June 13, 2005 and that certain Second Supplemental Indenture, dated as of July 28, 2005 (as so amended and supplemented, the “Original Indenture,” and as further amended and supplemented hereby, the “Indenture”), with respect to the Company’s 8.875% Senior Subordinated Notes due 2008 (the “Notes”);

WHEREAS, in accordance with Section 11.02 of the Original Indenture, the Company and the Trustee may amend the Original Indenture with the written consent of holders of at least a majority in principal amount of the Notes outstanding;

WHEREAS, the Parent and the Company desire to amend the Original Indenture in accordance with Section 11.02 of the Original Indenture and have solicited consents from the holders of the Notes to certain amendments to the Original Indenture pursuant to an Offer to Purchase and Consent Solicitation Statement dated December 21, 2007 (the “Offer”);

WHEREAS, the holders of at least a majority in principal amount of the Notes outstanding have consented to the amendments to the Original Indenture contained herein;

WHEREAS, the Parent has agreed to fully and unconditionally guarantee the Company’s obligations under the Indenture and the Notes, which guarantee is provided in this Supplemental Indenture, as permitted pursuant to Section 11.01 of the Original Indenture; 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 Parent 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.

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ARTICLE II

AMENDMENTS

Section 2.1 Amendments to the Original Indenture. The Original Indenture is hereby amended by deleting the following sections of the Original Indenture and all references thereto in the Original Indenture in their entirety:

• Section 5.01 (Events of Default—deleting clauses (4), (5), (6), (7) and (8) only)

• Section 10.01 (Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms—deleting clause (2) only)

• Section 12.02 (Officer’s Certificate As To Compliance)

• Section 12.03 (Maintenance of Office Or Agency)

• Section 12.05 (Corporate Existence)

• Section 15.01 (Defeasance Upon Deposit of Money or U.S. Government Obligations—deleting clauses (2), (3), (4) and (5) only)

• The following additional covenants relating to the Notes adopted by the board of directors of Caesars in resolutions dated September 12, 2000 pursuant to Section 3.01 of the Original Indenture (the “Board Resolutions”): (1) The Limitation on Liens covenant, (2) the Limitation on Sale and Lease-Back Transactions covenant, (3) the covenant entitled Exempted Liens and Sale and Lease-Back Transactions, and (4) the Reports covenant. Further, the Event of Default designated by the Board Resolutions to replace clause (5) of Section 5.01 of the Original Indenture relating to cross-acceleration rights.

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1 Indenture. Except as 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 under the Original Indenture shall be bound by the Indenture as amended hereby. Subject to Section 11.05 of the Original Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

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 provision from the Notes shall be deemed deleted or amended as applicable.

Section 3.3 Effectiveness of Amendments. This Supplemental Indenture shall be effective upon execution hereof by the Company, the Parent 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 the acceptance for payment by the Company of the Notes tendered pursuant to the Offer. In the event the Company notifies (if orally, then confirmed in writing) the Trustee and Global Bond 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.

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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 Recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. 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 AND THE NOTES 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 REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit 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 or the Notes.

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 Parent and the Trustee in this Supplemental Indenture and the Notes 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:

“Effective as of January [    ], 2008, the restrictive covenants of the Company and certain of the Events of Default have been eliminated, as provided in the Third Supplemental Indenture, dated as of January [    ], 2008. Reference is hereby made to said Third 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)

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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

WELLS FARGO BANK, N.A., as Trustee
By:	/s/ Timothy P. Mowdy
Name:	Timothy P. Mowdy
Title:	Vice President

EX-4.2

Exhibit 4.2

HARRAH’S OPERATING COMPANY, INC.

as Issuer

HARRAH’S ENTERTAINMENT, INC.

as Guarantor

AND

THE BANK OF NEW YORK TRUST COMPANY, N.A.

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of January 8, 2008

to

Indenture

Dated as of December 18, 1998

7.5% Senior Notes due 2009

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 8, 2008, is by and among Harrah’s Entertainment, Inc., a Delaware corporation (the “Parent”), Harrah’s Operating Company, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Company”), and The Bank of New York Trust Company, N.A. as successor in interest to IBJ Whitehall Bank & Trust Company (f/k/a IBJ Schroder Bank & Trust Company), as trustee under the indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, reference is made to that certain indenture, dated as of December 18, 1998, by and among the Parent, the Company and the Trustee, as amended and supplemented by that certain First Supplemental Indenture (the “First Supplemental Indenture”), dated as of January 20, 1999 (as so amended and supplemented, the “Original Indenture” and, as further amended and supplemented hereby, the “Indenture”), with respect to the Company’s 7.5% Senior Notes due 2009 (the “Notes”);

WHEREAS, in accordance with Section 9.2 of the Original Indenture, the Company and the Trustee may amend the Original Indenture with the written consent of holders of at least a majority in principal amount of the Notes outstanding to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Original Indenture;

WHEREAS, the Parent and the Company desire to amend the Original Indenture in accordance with Section 9.2 of the Original Indenture and have solicited consents from the holders of the Notes to certain amendments to the Original Indenture pursuant to an Offer to Purchase and Consent Solicitation Statement dated December 21, 2007 (the “Offer”);

WHEREAS, the holders of at least a majority in principal amount of the Notes outstanding have consented to the amendments to the Original Indenture contained herein;

WHEREAS, the Parent has agreed to fully and unconditionally guarantee the Company’s obligations under the Indenture and the Notes; 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 Parent and the Trustee mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Deletion of Definitions and Related References. Section 1.1 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 of the Indenture and all references thereto in the Indenture in their entirety:

• Section 4.2 (SEC Reports)

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• Section 4.3 (Compliance Certificate)

• Section 4.4 (Stay, Extension and Usury Laws)

• Section 4.5 (Corporate Existence)

• Section 4.6 (Taxes)

• Section 5.1 (When Company May Merger, Etc. - deleting clause 5.1(b) and the paragraph following clause 5.1(b) only)

• Section 6.1 (Events of Default - deleting clauses (d), (e), (f) only)

• Section 6.2 (Acceleration of Maturity; Rescission and Annulment)

• Section 8.3 (Legal Defeasance of Notes - deleting clauses (e), (f), (g), (h), (i) and (j) only)

• Section 8.4 (Covenant Defeasance - deleting clauses (b), (c), (d), (e) and (f) only)

• The additional covenants relating to the Notes set forth in Section 2.11 of the First Supplemental Indenture.

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1 Indenture. Except as 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 under the Original Indenture shall be bound by the Indenture as amended hereby. Subject to Section 10.1 of the Original Indenture, in the case of conflict between the 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 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 provision from the Notes shall be deemed deleted or amended as applicable.

Section 3.3 Effectiveness of Amendments. This Supplemental Indenture shall be effective upon execution hereof by the Company, the Parent 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 the acceptance for payment by the Company of the Notes tendered pursuant to the Offer. In the event the Company notifies (if orally, then confirmed in writing) Global Bond 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 and the First Supplemental 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 Second Supplemental Indenture. The recitals and statements herein are deemed to be those of the Parent and the Company and not of the Trustee.

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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 AND THE NOTES 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 REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit 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 or the Notes.

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 Parent and the Trustee in this Supplemental Indenture and the Notes 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:

“Effective as of January 8, 2008, the restrictive covenants of the Company and certain of the Events of Default have been eliminated, as provided in the Second Supplemental Indenture, dated as of January 8, 2008. Reference is hereby made to said Second 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)

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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

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:	/s/ Karen Z. Kelly
Name:	Karen Z. Kelly
Title:	Vice President

EX-4.3

Exhibit 4.3

HARRAH’S OPERATING COMPANY, INC.

as Issuer

HARRAH’S ENTERTAINMENT, INC.

as Guarantor

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of January 8, 2008

to

Indenture

Dated as of August 22, 2001

7.5% Senior Notes due 2009

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 8, 2008, is by and among Harrah’s Entertainment, Inc., a Delaware corporation (the “Parent”), Harrah’s Operating Company, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Company”), and Wells Fargo 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 August 22, 2001, between the Company, as successor to Caesars Entertainment, Inc., f/k/a Park Place Entertainment Corporation, a Delaware corporation, and the Trustee, as amended and supplemented by that certain First Supplemental Indenture, dated as of June 13, 2005 and that certain Second Supplemental Indenture, dated as of July 28, 2005 (as so amended and restated, the “Original Indenture” and, as further amended and supplemented hereby, the “Indenture”), with respect to the Company’s 7.5% Senior Notes due 2009 (the “Notes”);

WHEREAS, in accordance with Section 9.02 of the Original Indenture, the Company and the Trustee may amend the Original Indenture with the written consent of holders of at least a majority in principal amount of the Notes outstanding;

WHEREAS, the Parent and the Company 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 an Offer to Purchase and Consent Solicitation Statement dated December 21, 2007 (the “Offer”);

WHEREAS, the holders of at least a majority in principal amount of the Notes outstanding have consented to the amendments to the Original Indenture contained herein;

WHEREAS, the Parent has agreed to fully and unconditionally guarantee the Company’s obligations under the Indenture and the Notes, which guarantee is provided in this Supplemental Indenture, as permitted pursuant to Section 9.01 of the Original Indenture; 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 Parent 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.

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ARTICLE II

AMENDMENTS

Section 2.1 Amendments to the Original Indenture. The Original Indenture is hereby amended by deleting the following sections of the Original Indenture and all references thereto in the Original Indenture in their entirety:

• Section 4.04 (Conditions to Defeasance or Covenant Defeasance - deleting clauses (b), (c), (d), (e) and (f) and the last paragraph of this section only)

• Section 4.06 (Reinstatement)

• Section 5.01 (Events of Default - deleting clauses (c), (d), (e) and (f) only)

• Section 8.01 (Company May Consolidate, etc., Only on Certain Terms - deleting clause 8.01(a)(iii) only)

• Section 10.02 (Maintenance of Office or Agency)

• Section 10.04 (Corporate Existence)

• Section 10.05 (Payment of Taxes and Other Claims)

• Section 10.06 (Maintenance of Insurance)

• Section 10.07 (Limitation on Liens)

• Section 10.08 (Limitation on Sale and Lease-Back Transactions)

• Section 10.09 (Rule 144A Information Requirements)

• Section 10.10 (Statement by Officers as to Default)

• Section 10.11 (Reports by Company)

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1 Indenture. Except as 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 under the Original Indenture shall be bound by the Indenture as amended hereby. Subject to Section 9.05 of the Original Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

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 provision from the Notes shall be deemed deleted or amended as applicable.

Section 3.3 Effectiveness of Amendments. This Supplemental Indenture shall be effective upon execution hereof by the Company, the Parent 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 the acceptance for payment by the Company of the Notes tendered pursuant to the Offer. In the event the Company notifies (if orally, then confirmed in writing) the Trustee and Global Bond 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 Indenture.

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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 recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. 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 AND THE NOTES 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 REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit 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 or the Notes.

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 Parent and the Trustee in this Supplemental Indenture and the Notes 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:

“Effective as of January 8, 2008, the restrictive covenants of the Company and certain of the Events of Default have been eliminated, as provided in the Third Supplemental Indenture, dated as of January 8, 2008. Reference is hereby made to said Third 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)

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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

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Timothy P. Mowdy
Name:	Timothy P. Mowdy
Title:	Vice President

EX-4.4

Exhibit 4.4

HARRAH’S OPERATING COMPANY, INC.

as Issuer

AND

HARRAH’S ENTERTAINMENT, INC.

as Guarantor

AND

U.S. BANK, NATIONAL ASSOCIATION

as Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of January 8, 2008

to

Indenture

Dated as of April 11, 2003

7% Senior Notes due 2013

THIS THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”), dated as of January 8, 2008, is by and among Harrah’s Entertainment, Inc., a Delaware corporation (the “Parent”), Harrah’s Operating Company, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Company”), 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 April 11, 2003, between the Company, as successor to Caesars Entertainment, Inc., f/k/a Park Place Entertainment Corporation, a Delaware corporation, and the Trustee, as amended and supplemented by that certain First Supplemental Indenture, dated as of June 13, 2005 and that certain Second Supplemental Indenture, dated as of July 28, 2005 (as so amended and restated, the “Original Indenture,” and as further amended and supplemented hereby, the “Indenture”), with respect to the Company’s 7% Senior Notes due 2013 (the “Notes”);

WHEREAS, in accordance with Section 9.02 of the Original Indenture, the Company and the Trustee may amend the Original Indenture with the written consent of holders of at least a majority in principal amount of the Notes outstanding;

WHEREAS, the Parent and the Company 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 an Offer to Purchase and Consent Solicitation Statement dated December 21, 2007 (the “Offer”);

WHEREAS, the holders of at least a majority in principal amount of the Notes outstanding have consented to the amendments to the Original Indenture contained herein;

WHEREAS, the Parent has agreed to fully and unconditionally guarantee the Company’s obligations under the Indenture and the Notes, which guarantee is provided in this Supplemental Indenture, as permitted pursuant to Section 9.01 of the Original Indenture; 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 Parent 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 of the Original Indenture and all references thereto in the Original Indenture in their entirety:

• Section 4.04 (Conditions to Defeasance or Covenant Defeasance - deleting clauses (b), (c), (d), (e) and (f) and the last paragraph of this section only)

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• Section 4.06 (Reinstatement)

• Section 5.01 (Events of Default - deleting clauses (c), (d), (e) and (f) only)

• Section 8.01 (Company May Consolidate, etc., Only on Certain Terms - deleting clause 8.01(a)(iii) only)

• Section 10.02 (Maintenance of Office or Agency)

• Section 10.04 (Corporate Existence)

• Section 10.05 (Payment of Taxes and Other Claims)

• Section 10.06 (Maintenance of Insurance)

• Section 10.07 (Limitation on Liens)

• Section 10.08 (Limitation on Sale and Lease-Back Transactions)

• Section 10.09 (Rule 144A Information Requirements)

• Section 10.10 (Statement by Officers as to Default)

• Section 10.11 (Reports by Company)

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1 Indenture. Except as 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 under the Original Indenture shall be bound by the Indenture as amended hereby. Subject to Section 9.05 of the Original Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

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 provision from the Notes shall be deemed deleted or amended as applicable.

Section 3.3 Effectiveness of Amendments. This Supplemental Indenture shall be effective upon execution hereof by the Company, the Parent 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 the acceptance for payment by the Company of the Notes tendered pursuant to the Offer. In the event the Company notifies (if orally, then confirmed in writing) Global Bond 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.

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Section 3.9 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES 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 REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit 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 or the Notes.

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 Parent and the Trustee in this Supplemental Indenture and the Notes 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:

“Effective as of January 8, 2008, the restrictive covenants of the Company and certain of the Events of Default have been eliminated, as provided in the Third Supplemental Indenture, dated as of January 8, 2008. Reference is hereby made to said Third 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)

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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

U.S. BANK, N.A., as Trustee
By:	/s/ Raymond S. Haverstock
Name:	Raymond S. Haverstock
Title:	Vice President

EX-99.1

Exhibit 99.1

Pricing of Tender Offer For and Execution of Supplemental Indentures With Respect to (i)

8.875% Senior Subordinated Notes due 2008 (CUSIP No. 700690AJ9; ISIN No.

US700690AJ90), (ii) 7.5% Senior Notes due 2009 (CUSIP No. 413627AE0; ISIN No.

US413627AE02), (iii) 7.5% Senior Notes Due 2009 (CUSIP No. 700690AN0; ISIN No.

US700690AN03) and (iv) 7% Senior Notes due 2013 (CUSIP No. 700690AS9; ISIN No.

US700690AS99)

FOR RELEASE TUESDAY, January 8, 2008

LAS VEGAS, NEVADA—Harrah’s Entertainment, Inc. (NYSE: HET) (“Harrah’s Entertainment”), announced today the consideration to be paid in its previously announced cash tender offer and consent solicitation for any and all of the outstanding: (i) 8.875% Senior Subordinated Notes due 2008 (CUSIP No. 700690AJ9; ISIN No. US700690AJ90) (the “8.875% Notes”); (ii) 7.5% Senior Notes due 2009 (CUSIP No. 413627AE0; ISIN No. US413627AE02) (the “7.5% Notes (1998)”); (iii) 7.5% Senior Notes Due 2009 (CUSIP No. 700690AN0; ISIN No. US700690AN03) (the “7.5% Notes (2001)”) and (iv) 7% Senior Notes due 2013 (CUSIP No. 700690AS9; ISIN No. US700690AS99) (the “7% Notes” and, collectively with the 8.875% Notes, the 7.5% Notes (1998) and the 7.5% Notes (2001), the “Notes”), commenced by Harrah’s Operating Company, Inc. (“Harrah’s Operating”), a subsidiary of Harrah’s Entertainment.

The total consideration for each series of the Notes was determined as of 2:00 p.m., New York City time, on January 8, 2008, by reference to a fixed spread of 50 basis points above the yield to maturity of the applicable U.S. security as described in the Offer to Purchase and Consent Solicitation Statement dated December 21, 2007 (the “Statement”). The reference yield for the 8.875% Notes was 3.214%; the reference yield for the 7.5% Notes (1998) was 2.920%; the reference yield for the 7.5% Notes (2001) was 2.869%; and the reference yield for the 7% Notes was 3.197%.

The total consideration per $1,000 principal amount of each series of the Notes (the “Total Consideration”) that were validly tendered by 5:00 p.m., New York City time, on January 7, 2008 (the “Consent Payment Deadline”) is $1,032.35 for the 8.875% Notes; $1,038.78 for the 7.5% Notes (1998); $1,063.88 for the 7.5% Notes (2001) and $1,155.56 for the 7% Notes, which in each case, includes a cash consent payment of $30.00. Holders who tender their Notes and deliver their consents after the Consent Payment Deadline, but prior to the Offer Expiration Date will receive the applicable tender offer consideration, which consists of the applicable Total Consideration less the cash consent payment of $30.00 per $1,000 principal amount of tendered Notes. All holders of Notes validly tendered prior to the Offer Expiration Date will receive accrued and unpaid interest on their tendered Notes up to, but not including, the payment date for the tender offer and consent solicitation.

As a result of the previously announced receipt of the requisite consents to adopt the proposed amendments to the applicable indentures pursuant to which each series of the Notes was issued, (i) the Third Supplemental Indenture among Harrah’s Entertainment, Harrah’s Operating and Wells Fargo Bank, National Association (“Wells Fargo”), as trustee for the Holders of the 8.875% Notes; (ii) the Second Supplemental Indenture among Harrah’s Entertainment, Harrah’s Operating and The Bank of New York Trust Company, N.A., as trustee for the Holders of the 7.5% Notes (1998); (iii) the Third Supplemental Indenture among Harrah’s Entertainment, Harrah’s Operating and Wells Fargo, as trustee for the Holders of the 7.5% Notes (2001); and (iv) the Third Supplemental Indenture among Harrah’s Entertainment, Harrah’s Operating and U.S. Bank National Association, as trustee for the Holders of the 7% Notes, have been executed. The proposed amendments, which will eliminate substantially all of the restrictive covenants and eliminate or modify certain events of default and related provisions contained in each applicable indenture, will become operative when the tendered Notes are accepted by purchase by Harrah’s Entertainment and Harrah’s Operating.

The tender offer and consent solicitation remains open and is scheduled to expire at 8:00 a.m. New York City time, on January 23, 2008, unless extended (the “Offer Expiration Date”).

Harrah’s Operating’s tender offer is subject to the conditions set forth in the Statement and the related Consent and Letter of Transmittal, including, among other things, that Harrah’s Operating obtains the financing necessary to pay for the Notes and consents in accordance with the terms of the tender offers and consent solicitations.

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Harrah’s Operating and Harrah’s Entertainment have retained Citi to act as lead dealer manager in connection with the tender offers and consent solicitations. Questions about the tender offers and consent solicitations may be directed to Citi at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Copies of the Offer Documents and other related documents may be obtained from Global Bondholder Services Corporation, the information agent for the tender offers and consent solicitations, at (866) 924-2200 (toll free) or (212) 430-3774 (for banks and brokers only).

The tender offers and consent solicitations are being made solely pursuant to the applicable Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent, which set forth the complete terms of the tender offers and consent solicitations. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of Harrah’s Operating or Harrah’s Entertainment. It also is not a solicitation of consents to the proposed amendments to the indentures. No recommendation is made as to whether holders of the securities should tender their securities or give their consent.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful.

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About Harrah’s Entertainment

Harrah’s Entertainment is the world’s largest provider of branded casino entertainment. Since its beginning in Reno, Nevada nearly 70 years ago, Harrah’s Entertainment has grown through development of new properties, expansions and acquisitions, and now owns or manages casinos on four continents. Its properties operate primarily under the Harrah’s®, Caesars® and Horseshoe® brand names; it also owns the London Clubs International family of casinos. Harrah’s Entertainment is focused on building loyalty and value with its customers through an unique combination of great service, excellent products, unsurpassed distribution, operational excellence and technology leadership.

More information about Harrah’s Entertainment is available at its Web site — http://www.harrahs.com.

This release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue” or “pursue,” or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, future actions, new projects, strategies, future performance, the outcomes of contingencies and future financial results of Harrah’s Entertainment and Harrah’s Operating. These forward-looking statements are based on current expectations and projections about future events.

Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of Harrah’s Entertainment and Harrah’s Operating may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors, as well as other factors described from time to time in our reports filed by Harrah’s Entertainment with the SEC (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein): the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with TPG and Apollo; the outcome of any legal proceedings that have been, or will be, instituted against the Company related to the merger agreement; the inability to complete the merger due to the failure to satisfy conditions to completion of the Merger, including the receipt of all regulatory approvals related to the Merger; the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; the impact of the substantial indebtedness to be incurred to finance the consummation of the Merger; the effects of local and national economic, credit and capital market conditions on the economy in general, and on the gaming and hotel industries in particular; construction factors, including delays, increased costs for labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters and building permit issues; the effects of environmental and structural building conditions relating to our properties; access to available and reasonable financing on a timely basis; the ability to

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timely and cost-effectively integrate acquisitions into our operations, including London Clubs; changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation; the ability of our customer-tracking, customer loyalty and yield-management programs to continue to increase customer loyalty and same store sales or hotel sales; our ability to recoup costs of capital investments through higher revenues; acts of war or terrorist incidents or natural disasters; abnormal gaming holds; and the effects of competition, including locations of competitors and operating and market competition.

Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. Harrah’s Entertainment and Harrah’s Operating disclaim any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this press release.

Media Contact:	Jacqueline Peterson
	Harrah’s Entertainment, Inc.,
	+1-702-494-4829
Investor Contact:	Jonathan Halkyard
	Harrah’s Entertainment, Inc.,
	+1-702-407-6346

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