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

May 20, 2010

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))

Section 1—Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Overview

Harrah’s Entertainment, Inc. (the “Registrant” or the “Parent Guarantor”) previously announced on its Current Report on Form 8-K, dated April 16, 2010, that Harrah’s Operating Escrow LLC and Harrah’s Escrow Corporation (the “Escrow Issuers”), wholly owned subsidiaries of Harrah’s Operating Company, Inc. (the “Company”), a wholly owned subsidiary of the Registrant, completed the offering of $750,000,000 aggregate principal amount of 12.75% second-priority senior secured notes due 2018 (the “notes”). The Registrant further announced that pursuant to an escrow agreement dated as of April 16, 2010, among U.S. Bank National Association, as escrow agent and securities intermediary, U.S. Bank National Association, as trustee (the “Trustee”) under the Indenture (as defined below) and the Escrow Issuers, the Escrow Issuers deposited the gross proceeds of the notes, together with additional amounts necessary to redeem the notes, if applicable, into a segregated escrow account until the date that certain escrow conditions were satisfied. The escrow conditions included, inter alia, the assumption by the Company of all obligations of the Escrow Issuers under the notes (the “HOC Assumption”), the expiration of the notice periods for the redemption (the “Redemptions”) of any and all of the Company’s outstanding 5.50% Senior Notes due 2010 (the “5.50% Notes”), 8.0% Senior Notes due 2011 (the 8.0% Notes”) and 8.125% Senior Subordinated Notes due 2011 (the “8.125% Notes” and, collectively with the 5.50% Notes and the 8.0% Notes, the “2010/2011 Notes”) and the application of the net proceeds from the issuance of the notes to the Redemptions.

On May 20, 2010, the escrow conditions were satisfied and the HOC Assumption and the Redemptions were consummated.

1. Supplemental Indenture and Second-Priority Senior Secured Notes due 2018

On May 20, 2010, pursuant to a supplemental indenture dated as of May 20, 2010 among the Company and the Trustee (the “Supplemental Indenture”), to an indenture, dated as of April 16, 2010, among the Escrow Issuers, the Parent Guarantor and the Trustee (the “Indenture”), the Company assumed the obligations of the Escrow Issuers under the notes and the Indenture. The notes mature on April 15, 2018.

The Indenture provides that the notes are guaranteed by the Parent Guarantor, and are secured by second-priority security interests in substantially all of the property and assets held by the Company and each wholly-owned, domestic subsidiary of the Company that is a subsidiary pledgor with respect to the senior secured credit facilities and the Company’s 11 ¹/4% senior secured notes due 2017, with certain exceptions.

The Company will pay interest on the notes at 12.75% per annum, semiannually to holders of record at the close of business on April 1 or October 1 immediately preceding the interest payment date on April 15 and October 15 of each year, commencing on October 15, 2010.

The Company may redeem the notes at its option, in whole or part, at any time prior to April 15, 2014, at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest to the redemption date and a “make-whole” premium. The Company may redeem the notes, in whole or in part, on or after April 15, 2014, at the redemption prices set forth in the Indenture. At any time and from time to time on or before April 15, 2013, the Company may choose to redeem in the aggregate up to 35% of the original aggregate principal amount of the notes (calculated after giving effect to the issuance of additional notes) at a redemption price equal to 112.750% of the face amount thereof with the net proceeds of one or more equity offerings so long as at least 50% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) must remain outstanding after each such redemption.

The Indenture contains covenants that limit the Company’s (and most of its subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make other distributions in respect of its capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting its restricted subsidiaries;

(vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; (viii) enter into certain transactions with its affiliates; and (ix) designate its subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important limitations and exceptions. The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately.

2. Joinder to Registration Rights Agreement

On May 20, 2010, in connection with the HOC Assumption, the Company and Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the initial purchasers (the “Representatives”) entered into a joinder (the “Joinder to the Registration Rights Agreement”) to the registration rights agreement dated as of April 16, 2010 among the Escrow Issuers, the Parent Guarantor and the Representatives, relating to, among other things, the exchange offer for the notes and the related guarantee (as described above) (the “Registration Rights Agreement”). Pursuant to the Joinder to the Registration Rights Agreement, the Company became a party to the Registration Rights Agreement and agreed to be bound by the terms thereof as if it had originally been a party thereto.

Subject to the terms of the Registration Rights Agreement, the Company and the Parent Guarantor will use their commercially reasonable efforts to register with the SEC notes having substantially identical terms as the notes as part of offers to exchange freely tradable exchange notes for notes within 365 days after the issue date of the notes (the “effectiveness target date”). The Company and the Parent Guarantor will use their commercially reasonable efforts to cause each exchange offer to be completed within 30 business days after the effectiveness target date.

If the Company and the Parent Guarantor fail to meet these targets (a “registration default”), the annual interest rate on the notes will increase by 0.25%. The annual interest rate on the notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per year over the applicable interest rate, which is 12.75%. If the registration default is corrected, the applicable interest rate will revert to the original level.

3. Joinder and Supplement to Intercreditor Agreement

On May 20, 2010, U.S. Bank National Association, as trustee under the Indenture (the “New Trustee”), U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent entered into a joinder (the “Joinder to the Intercreditor Agreement”) to the Intercreditor Agreement, dated as of December 24, 2008 among Bank of America, N.A., as credit agreement agent, U.S. Bank National Association, as trustee and each collateral agent for any future second lien indebtedness from time to time party thereto (the “Intercreditor Agreement”).

Pursuant to the Joinder to the Intercreditor Agreement, the New Trustee became a party to and agreed to be bound by the terms of the Intercreditor Agreement as a second priority agent, as if it had originally been party to the Intercreditor Agreement as a second priority agent. The Intercreditor Agreement governs the relative priorities of the respective security interests in the Company’s and the subsidiary pledgors’ assets securing (i) the notes, (ii) the 10.0% second-priority senior secured notes due 2015 and the 10.0% second-priority senior secured notes due 2018 issued pursuant to the indenture dated as of December 24, 2008, among the Company, Parent Guarantor and U.S. Bank National Association, as trustee, (iii) the 10.0% senior secured notes due 2018 issued pursuant to the indenture dated as of April 15, 2009, (iv) the 11.25% senior secured notes due 2017 issued pursuant to the indenture dated as of June 10, 2009 and (v) borrowings under the senior secured credit facilities and certain other matters relating to the administration of security interests.

4. Additional Secured Party Consent to the Collateral Agreement

On May 20, 2010, U.S. Bank National Association entered into an additional secured party consent to the Collateral Agreement (the “Additional Secured Party Consent”), as authorized representative (the “Authorized Representative”), for persons who shall become secured parties (the “New Secured Parties”) under the collateral

agreement dated as of December 24, 2008 (the “Collateral Agreement”) among the Company, each subsidiary of the Company identified therein as a party and U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

Pursuant to the Additional Secured Party Consent, the notes will be secured on a second-priority basis by substantially all of the assets of the Company and the assets of the subsidiary pledgors, and the Authorized Representative was authorized to become a party to the Collateral Agreement on behalf of the New Secured Parties under the Indenture and to act as the Authorized Representative for the New Secured Parties.

The foregoing summary is qualified in its entirety by reference to the Supplemental Indenture, the Joinder to the Registration Rights Agreement, the Joinder to the Intercreditor Agreement and the Additional Secured Party Consent, attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

As previously announced, on April 16, 2010, the Company delivered notices of redemption (each, a “Redemption Notice, and collectively, the “Redemption Notices”) to the holders of the Company’s 2010/2011 Notes.

On May 20, 2010 (the “Redemption Date”), the Company redeemed the 2010/2011 Notes pursuant to the terms of the indentures relating to the 2010/2011 Notes for an aggregate cash payment, including a make-whole premium and accrued unpaid interest, of $18,901,217.54 for the approximately $17.6 million of 8.125% Notes outstanding, $196,809,140.01 for the approximately $191.6 million of 5.50% Notes outstanding and $14,197,732.92 for the approximately $13.2 million of 8.0% Notes outstanding.

As a result of the Redemptions, each of (i) the indenture relating to the 5.50% Notes dated as of June 25, 2004, between the Company, the Registrant and U.S. Bank National Association, as trustee, (ii) the indenture relating to the 8.0% Notes dated as of January 29, 2001 between the Company, the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee and (iii) the indenture relating to the 8.125% Notes dated as of May 14, 2001 by and among the Registrant, the Company (as successor to Caesars Entertainment, Inc., f/k/a Park Place Entertainment Corporation) and Wells Fargo Bank Minnesota, National Association, as trustee was satisfied and discharged as of the Redemption Date in accordance with its terms.

Section 2—Financial Information

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
4.1	Supplemental Indenture, dated as of May 20, 2010, by and among Harrah’s Operating Company, Inc. and U.S. Bank National Association, as trustee.
4.2	Joinder to Registration Rights Agreement, dated as of May 20, 2010, by and among Harrah’s Operating Company, Inc. and Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the initial purchasers.
10.1	Joinder and Supplement to the Intercreditor Agreement, dated as of May 20, 2010, by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent.
10.2	Additional Secured Party Consent, dated as of May 20, 2010, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of December 24, 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: May 24, 2010	By:	/S/    MICHAEL D. COHEN
		Michael D. Cohen
		Vice President, Associate General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
4.1	Supplemental Indenture, dated as of May 20, 2010, by and among Harrah’s Operating Company, Inc. and U.S. Bank National Association, as trustee.
4.2	Joinder to Registration Rights Agreement, dated as of May 20, 2010, by and among Harrah’s Operating Company, Inc. and Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the initial purchasers.
10.1	Joinder and Supplement to the Intercreditor Agreement, dated as of May 20, 2010, by and among U.S. Bank National Association, as new trustee, U.S. Bank National Association, as second priority agent, Bank of America, N.A., as credit agreement agent and U.S. Bank National Association, as other first priority lien obligations agent.
10.2	Additional Secured Party Consent, dated as of May 20, 2010, by U.S. Bank National Association, as agent or trustee for persons who shall become “Secured Parties” under the Collateral Agreement dated as of December 24, 2008.

EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 20, 2010, among HARRAH’S OPERATING COMPANY, INC., a Delaware corporation (the “New Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS HARRAH’S OPERATING ESCROW LLC, a Delaware limited liability company, HARRAH’S ESCROW CORPORATION, a Delaware corporation (together, the “Escrow Issuer”) and HARRAH’S ENTERTAINMENT, INC., a Delaware corporation (the “Parent Guarantor”) have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of April 16, 2010, providing for the issuance of the Escrow Issuer’s Second-Priority Senior Secured Notes due 2018 (the “Notes”), initially in the aggregate principal amount of $750,000,000;

WHEREAS Section 14.01 of the Indenture provides that the New Issuer may execute and deliver to the Trustee a supplemental indenture pursuant to which the New Issuer shall unconditionally assume all the Escrow Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the New Issuer and the Parent Guarantor are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Issuer, the Parent Guarantor, the Escrow Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Assume Obligations. The New Issuer hereby agrees to unconditionally assume the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XIV of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of the Issuer under the Indenture.

3. Notices. All notices or other communications to the New Issuer shall be given as provided in Section 13.02 of the Indenture.

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4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly 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 shall be bound hereby.

5. Release of Obligations of Escrow Issuer. Upon execution of this Supplemental Indenture by the New Issuer, the Parent Guarantor and the Trustee, the Escrow Issuer is released and discharged from all obligations under the Indenture and the Notes.

6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

7. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

8. 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 the same agreement.

9. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

2

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

HARRAH’S OPERATING COMPANY, INC.
By:	/s/ Authorized Signatory
Name:
Title:

3

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Authorized Signatory
Name:
Title:

4

Acknowledged by:
HARRAH’S OPERATING ESCROW LLC
By:	Harrah’s Operating Company, Inc.,
	as sole member

By:	/s/ Authorized Signatory
Name:
Title:
HARRAH’S ESCROW CORPORATION
By:	/s/ Authorized Signatory
Name:
Title:

5

EX-4.2

Exhibit 4.2

Registration Rights Agreement Joinder

May 20, 2010

WHEREAS, Harrah’s Operating Escrow LLC (“Escrow LLC”), Harrah’s Escrow Corporation (“Escrow Corporation” and, together with Escrow LLC, the “Issuers”), Harrah’s Entertainment, Inc. (“Parent Guarantor”) and Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives (collectively, the “Representatives”) of the several Initial Purchasers heretofore executed and delivered a Registration Rights Agreement (“Registration Rights Agreement”), dated April 16, 2010, providing for the registration of notes substantially similar to the Notes (as defined therein) (capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement);

WHEREAS, as a condition to the release of the proceeds from the sale of the Notes from escrow, Harrah’s Operating Company, Inc. (the “Company”) has agreed to assume all obligations of the Issuers under the Notes and the Indenture (as defined in the Registration Rights Agreement) and become the successor obligor of the Notes in all respects, pursuant to the HOC Assumption (as defined in the Registration Rights Agreement); and

WHEREAS, the Company has agreed to become party to the Registration Rights Agreement upon the consummation of the HOC Assumption.

NOW, THEREFORE, the Company hereby agrees for the benefit of the Initial Purchasers, as follows:

1. Joinder. The Company hereby acknowledges that it has received and reviewed a copy of the Registration Rights Agreement and all other documents it deems fit to enter into this joinder agreement (the “Registration Rights Agreement Joinder”), and acknowledges and agrees to (i) join and become a party to the Registration Rights Agreement as indicated by its signature below; (ii) be bound by all covenants, agreements, representations, warranties, indemnities and acknowledgments attributable to the Company in the Registration Rights Agreement as if the Company was a party thereto as of the date of the Registration Rights Agreement; and (iii) perform all obligations and duties required and be entitled to all the benefits of the Company pursuant to the Registration Rights Agreement.

2. Representations and Warranties and Agreements of the Company. The Company hereby represents and warrants to and agrees with the Initial Purchasers that it has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Registration Rights Agreement Joinder and to consummate the transactions contemplated hereby and under the Registration rights Agreement.

3. Release of Obligations of Escrow Issuers. Upon execution of this Registration Rights Agreement Joinder by the Company and the Representatives and the joinder hereby of the Company to the Registration Rights Agreement, the Issuers are released and discharged from all obligations under the Registration Rights Agreement.

4. Counterparts. This Registration Rights Agreement Joinder may be signed in one or more counterparts (which may be delivered in original form or via facsimile), each of which shall constitute an original when so executed and delivered and all of which together shall constitute one and the same agreement.

5. Amendments. No amendment or waiver of any provision of this Registration Rights Agreement Joinder, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties to the Registration Rights Agreement.

6. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

7. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS JOINDER AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned has executed this agreement as of the date first above written.

HARRAH’S OPERATING COMPANY, INC.
By:	/s/ Authorized Signatory
Name:
Title:

-3-

Acknowledged by:
HARRAH’S ENTERTAINMENT, INC.
By:	/s/ Authorized Signatory
Name:
Title:

-4-

Acknowledged by:
HARRAH’S OPERATING ESCROW LLC
By:	Harrah’s Operating Company, Inc., as sole member
By:	/s/ Authorized Signatory
Name:
Title:

HARRAH’S ESCROW CORPORATION
By:	/s/ Authorized Signatory
Name:
Title:

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The foregoing Registration Rights Agreement Joinder is hereby confirmed and accepted as of the date first above written.

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Authorized Signatory
Name:
Title:

For itself and as Representative of the other Initial Purchasers.

BANC OF AMERICA SECURITIES LLC
By:	/s/ Authorized Signatory
Name:
Title:

For itself and as Representative of the other Initial Purchasers.

CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Authorized Signatory
Name:
Title:

For itself and as Representative of the other Initial Purchasers.

-6-

DEUTSCHE BANK SECURITIES INC.
By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:

For itself and as Representative of the other Initial Purchasers.

J.P. MORGAN SECURITIES INC.
By:	/s/ Authorized Signatory
Name:
Title:

For itself and as Representative of the other Initial Purchasers.

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EX-10.1

Exhibit 10.1

JOINDER AND SUPPLEMENT

to

INTERCREDITOR AGREEMENT

Reference is made to that certain Intercreditor Agreement, dated as of December 24, 2008 (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. 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 May 20, 2010 (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 April 16, 2010 among Harrah’s Operating Escrow LLC and Harrah’s Escrow Corporation, as issuers (the “Escrow Issuers”), U.S. Bank National Association, as trustee, and Harrah’s Entertainment, Inc., as Parent Guarantor, as supplemented by that certain supplemental indenture dated as of the date hereof (the “Supplemental Indenture”), pursuant to which Harrah’s Operating Company, Inc. will assume the Escrow Issuers’ obligations under the 12.75% Second-Priority Senior Secured Notes due 2018 (the “New Notes”) issued under the New Indenture, (ii) U.S. Bank National Association as Trustee and Second Priority Agent 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 Other First Priority Lien Obligations 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 a Second Priority Agent under the Intercreditor Agreement on behalf of the holders of the New Notes.

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 a Second Priority Agent, as if it had originally been party to the Intercreditor Agreement as a Second Priority Agent.

B. The Obligations under the New Notes, the New Indenture and any other document or agreement entered into pursuant thereto are designated as Future Second Lien Indebtedness. The Lien on the Common Collateral securing such Future Second Lien Indebtedness shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender 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 Second Priority 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 a Second Priority Agent for purposes of the Intercreditor Agreement.

E. Except as expressly provided herein, in the Intercreditor Agreement or in any other Second Priority Documents, the New Trustee is acting in the capacity of Second Priority Agent solely with respect to the Second Priority 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 Second Priority Agent
By:	/s/ Authorized Signatory
Name:
Title:

Acknowledged and Agreed:
HARRAH’S OPERATING COMPANY, INC.
By:	/s/ Authorized Signatory
Name:
Title:
HARRAH’S ENTERTAINMENT, INC.
By:	/s/ Authorized Signatory
Name:
Title:
BANK OF AMERICA, N.A. as Credit Agreement Agent
By:	/s/ Authorized Signatory
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION as Other First Priority Lien Obligations Agent
By:	/s/ Authorized Signatory
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION as Trustee and Second Priority Agent
By:	/s/ Authorized Signatory
Name:
Title:

EX-10.2

Exhibit 10.2

Additional Secured Party Consent

May 20, 2010

The undersigned is the agent or trustee (the “Authorized Representative”) for persons who shall become “Secured Parties” (the “New Secured Parties”) under the Collateral Agreement dated as of December 24, 2008 (as heretofore amended and/or supplemented, the “Collateral Agreement” (capitalized terms used without definition herein have the meanings assigned to such term by the Collateral Agreement) among HARRAH’S OPERATING COMPANY, INC., a Delaware corporation (the “Issuer”), each subsidiary of the Issuer identified therein as a party (each, a “Subsidiary Pledgor”) and U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

In consideration of the foregoing, the undersigned hereby:

(i) acknowledges that the Authorized Representative is authorized to become a party to the Collateral Agreement on behalf of the New Secured Parties under that certain indenture, dated as of April 16, 2010, among Harrah’s Operating Escrow LLC and Harrah’s Escrow Corporation, as issuers, Harrah’s Entertainment, Inc., as Parent Guarantor and U.S. Bank National Association, as Trustee, as supplemented by the supplemental indenture dated as of the date hereof among the Issuer and the Trustee (the “New Secured Obligations”) and to act as the Authorized Representative for the New Secured Parties;

(ii) acknowledges that the Authorized Representative has received a copy of the Collateral Agreement;

(iii) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise such powers under the Collateral Agreement as are delegated to the Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto; and

(iv) accepts and acknowledges the terms of the Collateral Agreement applicable to it and to the New Secured Parties and agrees to serve as Authorized Representative for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to holders of Other Second-Lien Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a Secured Party on the effective date of the Collateral Agreement.

The Collateral Agent, by acknowledging and agreeing to this Additional Secured Party Consent, accepts the appointment set forth in clause (iii) above.

1

The name and address of the Authorized Representative for purposes of Section 6.01 of the Collateral Agreement are as follows:

U.S. Bank National Association

EP-MN-WS3C

60 Livingston Avenue

St. Paul, MN 55107-1419

Attention: Corporate Trust Services

                 Raymond S. Haverstock

THIS ADDITIONAL SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Additional Secured Party Consent to be duly executed by its authorized officer as of the date and year first set forth above.

U.S. BANK NATIONAL ASSOCIATION, AS AUTHORIZED REPRESENTATIVE
By:	/s/ Authorized Signatory
Name:
Title:

ACKNOWLEDGED AND AGREED:
U.S. BANK NATIONAL ASSOCIATION, AS COLLATERAL AGENT
By:	/s/ Authorized Signatory
Name:
Title:

HARRAH’S OPERATING COMPANY, INC.
By:	/s/ Authorized Signatory
Name:
Title: