Exhibit 4.2


 


AMENDMENT NO. 6 TO FIVE YEAR CREDIT AGREEMENT


 


This Amendment No. 6 to Five Year Credit Agreement
dated as of August 12, 2003 (this “Amendment”) is entered into with
reference to the Five Year Credit Agreement dated as of December 31, 1998
(as amended by Amendment No. 1 dated as of August 31, 1999, Amendment
No. 2 dated as of August 28, 2000, Amendment No. 3 dated
August 23, 2001, Amendment No. 4 dated as of November 5, 2001
and Amendment No. 5 dated as of August 22, 2002, the “Credit
Agreement”), among PARK PLACE ENTERTAINMENT CORPORATION, the Lenders,
Syndication Agent and Documentation Agents referred to therein, and BANK OF
AMERICA, N.A., as Administrative Agent. 
Capitalized terms used in this Amendment and not otherwise defined
herein are used with the meanings set forth for those terms in the Credit
Agreement.


 


The Borrower and the Administrative Agent (acting with
the consent of the Required Lenders pursuant to Section 9.04 of the Credit
Agreement) hereby agree to amend the Credit Agreement as follows:


 


1.             Section 2.23 – Increased
Commitments – Additional Lenders. 
Section 2.23 of the Credit Agreement is hereby amended to read in
full as follows:


 


2.23         Increased
Commitments; Additional Lenders.


 


(a)           Subsequent to July 1, 2003, the
Borrower may, upon at least 30 days notice to the Administrative Agent (or such
shorter prior notice as the Administrative Agent may agree to accept), propose
to increase the aggregate amount of the Commitments to an amount not to exceed
$3,000,000,000 (the amount of any such increase of the Commitments being
referred to as the “Increased Commitments”).


 


(b)           The Borrower may designate any Lender
party to this Agreement (with the consent of such Lender, which may be given or
withheld in its sole discretion) or another Person which qualifies as an
Eligible Assignee (which may be, but need not be, one or more of the existing
Lenders), which at the time agrees to (i) in the case of any such Person that
is an existing Lender, increase its Commitment and (ii) in the case of any
other such Person (an “Additional Lender”), become a party to this Agreement.
The sum of the increases in the Commitments of the existing Lenders pursuant to
this subsection (b) plus the Commitments of the Additional Lenders shall not in
the aggregate exceed the unsubscribed amount of the Increased Commitments.


 


(c)           An increase in the aggregate amount
of the Commitments pursuant to this Section 2.23 shall become effective upon
the receipt by the Administrative Agent of an agreement in form and substance
satisfactory to the Administrative Agent signed by the Borrower, by each
Additional Lender and by each other Lender whose Commitment is to be increased,
setting forth the new Commitments of such Lenders and setting forth the
agreement of each Additional Lender to become a party to this Agreement and to
be bound by all the terms and provisions hereof, together with such evidence of
appropriate corporate authorization on the part of the Borrower with respect to
the Increased Commitments and such opinions of counsel for the Borrower with
respect to the Increased Commitments as the Administrative Agent may reasonably
request.


 

















 


2.             Exercise of Commitment Increase
Option.  It is agreed that the
aggregate amount of the Commitments is hereby increased to the principal amount
of $2,317,736,434 concurrently with the effectiveness of this Amendment in
accordance with Section 2.23 of the Agreement, notwithstanding any
technical nonconformity with the procedures set forth in that Section, with the
increased commitment being assumed by the Lenders which are party to the
Joinder and Assumption Agreement described in Section 4 hereof.  In furtherance of the foregoing, the
definition of “Commitment” is hereby amended to read in full as follows:


 


“Commitment”
means, as to each Lender, the commitment of that Lender to make Loans and to
participate in Letters of Credit and Swing Line Loans, in each case as such
amount may be reduced from time to time pursuant to Section 2.12, 2.13 or
2.14, or increased pursuant to Section 2.23.  As of August 12, 2003, the aggregate amount of the
Commitments under this Agreement is $2,317,736,434.


 


3.             Section 5.10 -
Leverage Ratio.  Section 5.10 of the
Credit Agreement is hereby amended to read in full as follows:


 


“5.10  Leverage Ratio.  The Leverage Ratio will not, as of the last
day of any fiscal quarter of the Borrower, exceed 5.25:1.00.


 


4.             Conditions
Precedent.  The effectiveness of
this Amendment shall be conditioned upon the receipt by the Administrative
Agent of :


 


(a)           written
consents hereto executed by the Required Lenders, substantially in the form of
Exhibit A hereto;


 


(b)           a
Joinder and Assumption Agreement with respect to the Credit Agreement executed
by the Borrower, the Administrative Agent, each new Lender becoming a party to
the Credit Agreement concurrently with the effectiveness of this Amendment and
each existing Lender which is increasing its Commitment under the Credit
Agreement, substantially in the form of Exhibit B hereto;


 


(c)           Notes
for each new Lender becoming a party to the Credit Agreement pursuant to the
Joinder and Assumption Agreement in the amounts of their respective
Commitments; and;


 


(d)           a
fee, for the account of each Lender which does not have a commitment under that
certain Multi-Year Credit Agreement dated as of August 23, 2001 with the
Borrower and which has executed a Consent to this Amendment on or prior to
August 12, 2003, in the amount of $1,500.


 


5.             Representations
and Warranties. The Borrower represents and warrants to the Administrative
Agent and the Lenders that, as of the date of this Amendment, (i) no Default or
Event of Default has occurred and remains continuing, and (ii) the
representations and warranties contained in Article IV of the Credit Agreement
and in each other Loan Document (except the representations and warranties set
forth in Section 4.04 and Section 4.05 of the Credit Agreement, in each case as
to any matter which has theretofore been disclosed in writing by the Borrower
to the Lenders) are true and correct as if made on the date hereof.


 


2

















 


6.             Confirmation. In all other
respects, the terms of the Credit Agreement and the other Loan Documents are
hereby confirmed.


 


3

















 


IN WITNESS
WHEREOF, the Borrower and the Administrative Agent have executed this Amendment
as of the date first written above by their duly authorized representatives.


 


	
   

  	
  PARK PLACE
  ENTERTAINMENT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,
  as Administrative

  Agent on behalf of the Required Lenders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Janice Hammond, Vice President

  



 


4

















 


[Exhibit A to Amendment]


 


CONSENT OF LENDER


 


This Consent of Lender is delivered by the undersigned
Lender to Bank of America, N.A., as Administrative Agent, with reference to the
Five Year Credit Agreement dated as of December 31, 1998 (as amended by
Amendment No. 1 dated as of August 31, 1999, an Amendment No. 2 dated as of
August 28, 2000, an Amendment No. 3 dated as of August 23, 2001, an
Amendment No. 4 dated as of November 5, 2001 and an Amendment No. 5 dated as of
August 22, 2002, the “Credit Agreement”), among Park Place Entertainment
Corporation, the lenders named therein, and Bank of America, N.A., as Administrative
Agent. Capitalized terms used herein are used with the meanings set forth for
those terms in the Credit Agreement.


 


The undersigned is a party to the Credit Agreement and
hereby consents to the execution and delivery of the proposed Amendment
No. 6 to Five Year Credit Agreement by the Administrative Agent on behalf
of the Lenders party to the Credit Agreement, substantially in the form of the
drafts presented to the undersigned.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Name of Lender]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


A-1

















 


[Exhibit B to Amendment]


 


JOINDER AND
ASSUMPTION AGREEMENT


 


THIS JOINDER AND ASSUMPTION AGREEMENT (this
“Agreement”), dated as of August 12, 2003 is among Park Place
Entertainment Corporation (the “Borrower”),
                                                   
(the “Increasing Lender”), and Bank of America, N.A., as the Administrative
Agent, pursuant to the Credit Agreement referred to below among the Borrower,
the Lenders referred to therein and Administrative Agent.  Capitalized terms used but not defined in
this Agreement shall have the meanings defined for those terms in the Credit
Agreement.


 


RECITALS


 


A.      Pursuant
the Five Year Credit Agreement dated as of December 31, 1998 among the
Borrower, the Lenders referred to therein, and the Administrative Agent (as
amended by Amendment No. 1 dated as of August 31, 1999, Amendment
No. 2 dated as of August 28, 2000, Amendment No. 3 dated as of
August 23, 2001, Amendment No. 4 dated as of November 5, 2001,
Amendment No. 5 dated as of August 22, 2002 and Amendment No. 6,
as hereinafter defined, the “Credit Agreement”), such Lenders have heretofore
provided a $2,032,000,000 senior credit facility to the Borrower.


 


B.            Pursuant
to Section 2.23 of the Credit Agreement the Borrower has requested that
the aggregate amount of the Lenders’ Commitments be increased from
$2,032,000,000 to $2,317,736,434.


 


C.            Concurrently
herewith, the Credit Agreement is being amended pursuant to an Amendment
No. 6 thereto (the “Amendment No. 6”), and it is intended that the
transactions contemplated herein shall become effective concurrently with the
effectiveness of such Amendment No. 6.


 


D.            The
Increasing Lender has agreed to assume an Increased Commitment under the Credit
Agreement.


 


NOW THEREFORE, the parties hereto agrees as follows:


 


AGREEMENT


 


1.             Effective
Date.  Concurrently with the
effectiveness of the Amendment No. 6, the assumptions and increase in the
Commitments described herein shall be effective (such date being referred to
herein as the “Amendment Date”). The Administrative Agent shall provide prompt
notice of the Amendment Date to the parties hereto.


 


2.             Assumption
by the Increasing Lender.  By
signing this Agreement and under and pursuant to Section 2.23 of the
Credit Agreement, the Increasing Lender agrees that, as of the Amendment Date,
its Commitment shall be increased to
$                    .


 


B-1

















 


3.             No
Modifications of Credit Agreement. 
Nothing contained in this Agreement shall be construed to amend or
modify the terms of the Loan Documents other than to effectuate the joinder and
assumptions contemplated herein.


 


4.             Representations
and Warranties of the Increasing Lender. 
The Increasing Lender hereby represents and warrants as follows:


 


(a)           Increasing Lender has duly
authorized, executed and delivered this Agreement and it is legally entitled to
enter into the transactions contemplated herein.


 


(b)           Increasing Lender has obtained all
consents, if any, which are required for the increase in its Commitment
pursuant hereto, including the consent of each Lender or other financial
institution, if any, to which such Increasing Lender has granted a
participation in its Commitment.


 


5.             Fees.  In consideration for the joinder and assumptions
described herein and the Increasing Lender’s agreement to increase its
commitments under that certain First Amended and Restated Multi-Year Credit
Agreement of even date herewith by the amount of its Increased Commitment
hereunder, the Borrower shall pay to the Increasing Lender a fee in the amount
set forth in the term sheet for such First Amended and Restated Multi-Year
Credit Agreement posted on Intralinks by the Joint Lead Arrangers and Joint
Book Managers (as defined in the First Amended and Restated Multi-Year Credit
Agreement).


 


6.             Beneficiaries
of this Agreement.  The Increasing
Lender hereby acknowledges and agrees that this Agreement is for the express
benefit of the Borrower, the Administrative Agent and the other Lenders and
their respective successors and permitted assigns.


 


7.             Governing
Law.  This Agreement and the
transactions contemplated hereunder shall be governed by and construed and
enforced in accordance with the laws of the State of California.


 


B-2

















 


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


 


	
   

  	
  “Increasing Lender”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


B-3

















 


ACKNOWLEDGED AND AGREED TO:


 


	
  BANK OF AMERICA,
  N.A.,

  	
   

  
	
  as
  Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PARK PLACE
  ENTERTAINMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
							



 


B-4