Additional Secured Party Consent
Exhibit 10.2
Execution Version
Additional Secured Party Consent
April 15, 2009
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 HARRAHS 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 the date hereof, among the Issuer, Harrahs Entertainment, Inc., as Parent Guarantor and U.S. Bank National Association, as 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 hereof 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.
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/ Raymond S. Haverstock | |||
Name: | Raymond S. Haverstock | |||
Title: | Vice President |
ACKNOWLEDGED AND AGREED: | ||||
U.S. BANK NATIONAL ASSOCIATION, AS COLLATERAL AGENT | ||||
By: | /s/ Raymond S. Haverstock | |||
Name: | Raymond S. Haverstock | |||
Title: | Vice President |
HARRAHS OPERATING COMPANY, INC. | ||||
By: | /s/ Jonathan S. Halkyard | |||
Name: | Jonathan S. Halkyard | |||
Title: | Senior VP, CFO & Treasurer |
[Signature Page to Additional Secured Party Consent]