<PAGE>

                                                                     EXHIBIT 4.1


                  AMENDMENT NO. 2 TO FIVE YEAR CREDIT AGREEMENT

     This Amendment No. 2 to Five Year Credit Agreement dated as of August 28,
2000 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,
the "Credit Agreement"), among PARK PLACE ENTERTAINMENT CORPORATION, the
Lenders, Syndication Agent and Documentation Agents referred to therein, and
BANK OF AMERICA, N.A. (under its former name, Bank of America National Trust and
Savings Association), 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 that:

     A.   WHEREAS, concurrently with the effectiveness of this Agreement, the
     Borrower is entering into a $1,900,000,000 Short Term Credit Agreement with
     certain lenders named therein, Bank of America, N.A., as administrative
     agent and Banc of America Securities, LLC, as Lead Arranger and Sole Book
     Manager (the "Short Term Agreement");

     B.   WHEREAS, concurrently with the effectiveness of the Short Term Credit
     Agreement, the Borrower has requested an increase to the Commitments under
     the Credit Agreement from $1,500,000,000 to $2,000,000,000 pursuant to
     Section 2.23 of the Credit Agreement, and, to effectuate such increases,
     certain lenders have agreed to increase their Commitments and certain
     additional lenders have agreed to make new Commitments; and

     C.   WHEREAS, the Borrower and the Administrative Agent, acting on behalf
     of the Lenders with the consent of the Required Lenders, desire to make
     certain conforming amendments to the Credit Agreement as set forth herein.

     NOW, THEREFORE, the parties agree to amend the Credit Agreement as follows:

     1. SECTION 1.01 - DEFINITIONS. Section 1.01 of the Credit Agreement is
hereby amended to delete the terms "Combined Pro Forma Financial Statements,"
"Consolidated Net Worth," "Gaming Segment," "GCI Lakes" "Grand," "Grand
Agreement," "Grand Assets, "Grand Distribution Agreement," "Grand Notes,"
"Hilton," "Hilton Distribution Agreement" "Hilton Notes," "Lakes Spin-Off,"
"Proxy Statement, "Spin-Off Transaction," "Wholly-Owned Consolidated Subsidiary"
and "Year 2000 Issue" and to add or amend the following definitions to read in
full as follows (adding those definitions not now appearing therein, and
amending those definitions now appearing therein as set forth below):

          "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,


                                      -1-

<PAGE>

     2.13 or 2.14, or increased pursuant to Section 2.23. As of the Effective
     Date, the aggregate amount of the Commitments under this Agreement was
     $1,500,000,000 and the respective Commitments of the Lenders were as set
     forth on Schedule 1 in effect on such date. As of August 28, 2000, the
     aggregate amount of the Commitments under this Agreement has been increased
     pursuant to Section 2.23 to $2,000,000,000 and the respective Commitments
     of the Lenders are as set forth on Schedule 1 in effect on such date.

          "Consolidated EBITDA" means, for any period, Consolidated Net Income
     for such period before (i) income taxes, (ii) interest expense, (iii)
     depreciation and amortization, (iv) minority interest, (v) extraordinary
     losses or gains, (vi) Pre-Opening Expenses, and (vii) nonrecurring non-cash
     charges, PROVIDED that, in calculating "Consolidated EBITDA":

               (a)  the operating results of each New Project which commences
          operations and records not less than one full fiscal quarter's
          operations during the relevant period shall be annualized; and

               (b)  Consolidated EBITDA shall be adjusted, on a pro forma basis,
          to include the operating results of each resort or casino property
          acquired by the Borrower and its Consolidated Subsidiaries during the
          relevant period and to exclude the operating results of each resort or
          casino property sold or otherwise disposed of by the Borrower and its
          Subsidiaries, or whose operations are discontinued during the relevant
          period.

          "Consolidated Interest Expense" means, for any period, net interest
     expense of the Borrower and its Consolidated Subsidiaries for such period,
     determined in accordance with generally accepted accounting principles,
     PROVIDED that in calculating "Consolidated Interest Expense" for any
     period, the interest expenses of the Borrower and its Consolidated
     Subsidiaries shall be adjusted for any acquisition or disposition of any
     resort or casino property acquired or sold or otherwise disposed of by the
     Borrower and its Subsidiaries during the relevant period, on a pro forma
     basis, utilizing a reasonable methodology which shall be (i) proposed by
     the Borrower, (ii) consented to by the Administrative Agent at the time of
     such calculation, which consent shall not be unreasonably withheld, and
     (iii) not objected to in writing by the Required Lenders within the ten
     Business Days following notice of such methodology.

          "Consolidated Net Income" means, for any period, the consolidated net
     income of the Borrower and its Consolidated Subsidiaries for such period.

          "New Project" means each new hotel - casino, casino or resort project
     (as opposed to any project which consists of an extension or redevelopment
     of an operating hotel, casino or resort) having a development and
     construction budget in excess of $25,000,000 which hereafter receives a
     certificate of completion or occupancy and all relevant gaming and other
     licenses, and in fact commences


                                      -2-

<PAGE>

     operations. Without limitation, for all periods in which the opening
     thereof occurred, the Paris Hotel & Casino located in Las Vegas, Nevada,
     shall be considered to be a "New Project."

          "Other Commitments" means the lending commitments under the Other
     Credit Agreement.

          "Other Credit Agreement" means the Short Term Credit Agreement dated
     as of August 28, 2000 among the Borrower, the lenders referred to therein,
     and Bank of America, N.A., as Administrative Agent, as at any time amended.

          "Pre-Opening Expenses" means, with respect to any fiscal period, the
     amount of expenses (OTHER THAN Consolidated Interest Expense) incurred with
     respect to capital projects which are classified as "pre-opening expenses"
     on the applicable financial statements of the Borrower and its Subsidiaries
     for such period, prepared in accordance with generally accepted accounting
     principles.

          "Rating Decline" means the occurrence on any date on or within 90 days
     after the date of the first Public Notice of (i) the occurrence of an event
     described in clauses (i)-(iv) of the definition of "Change of Control" or
     (ii) the intention by the Borrower to effect such an event (which 90-day
     period shall be extended so long as the rating of the senior debt of the
     Borrower is under publicly announced consideration for possible downgrade
     by any of the Rating Agencies) of a decrease in the rating of the senior
     debt of the Borrower by any of the Rating Agencies to below Investment
     Grade.

          "Reference Rate" means the rate of interest publicly announced from
     time to time by Bank of America as its "prime rate" or the similar prime
     rate or reference rate announced by any successor Administrative Agent.
     Bank of America's prime rate is a rate set by Bank of America based upon
     various factors including Bank of America's costs and desired return,
     general economic conditions and other factors, and is used as a reference
     point for pricing some loans, which may be priced at, above, or below such
     announced rate. Any change in the Reference Rate announced by Bank of
     America or any successor Administrative Agent shall take effect at the
     opening of business on the day specified in the public announcement of such
     change.

     2.   SECTION 2.23 - INCREASED COMMITMENTS. Section 2.23(a) of the Credit
Agreement is hereby amended to read in full as follows:

     "Subsequent to August 28, 2000, the Borrower may, upon at least 30 days
     notice to the Administrative Agent (which shall promptly provide a copy of
     such notice to the Lenders), propose to increase the aggregate amount of
     the Commitments and the Other Commitments by an aggregate amount not to
     exceed $225,000,000 (the amount of any such increase of the Commitments
     being referred to as the "Increased Commitments"). Each Lender party to
     this Agreement at such time shall have the right (but no obligation), for a
     period of 15 days following receipt of such notice, to elect by notice to
     the Borrower and the Administrative Agent to increase its Commitment by a


                                      -3-

<PAGE>


     principal amount which bears the same ratio to the Increased Commitments as
     its then Commitment bears to the aggregate Commitments then existing. Each
     Lender which fails to respond to any such request shall be conclusively
     deemed to have refused to consent to an increase in its Commitment."

     3.   SECTION 4.04 - REPRESENTATION AS TO FINANCIAL INFORMATION. Section
4.04 of the Credit Agreement is hereby amended to read in full as follows:

          "4.04 FINANCIAL INFORMATION.

               (a)  [RESERVED.]

               (b)  Since December 31, 1999, there has been no material adverse
                    change in the business, financial position, results of
                    operations or prospects of the Borrower and its Consolidated
                    Subsidiaries, considered as a whole."

     4.   SECTION 4.05 - LITIGATION. Section 4.05 of the Credit Agreement is
hereby amended to read in full as follows:

          "4.05 LITIGATION. Except as disclosed in the Borrower's form 10-K
     report for the year ended December 31, 1999 or in its 10-Q reports for the
     quarters ended March 31, 2000, and June 30, 2000, there is no action, suit
     or proceeding pending against, or to the knowledge of the Borrower
     threatened against or affecting, the Borrower or any of its Subsidiaries
     before any court or arbitrator or any governmental body, agency or official
     in which there is a reasonable possibility of an adverse decision which
     could materially adversely affect the business, consolidated financial
     position or consolidated results of operations of the Borrower and its
     Consolidated Subsidiaries or which in any manner draws into question the
     validity or enforceability of this Agreement or the Notes. Without limiting
     the generality of the foregoing, with respect to those litigation matters
     described above as reported in the Borrower's aforementioned form 10-K or
     10-Q reports, (a) the disclosure contained therein was accurate as of the
     date thereof, and (b) since such date there has been no material adverse
     development."

     5.   SECTION 4.07 - REPRESENTATION AS TO TAX FILINGS. Section 4.07 of the
Credit Agreement is hereby amended to read in full as follows:

          "4.07 TAXES. The Borrower and its Significant Subsidiaries have filed
     all United States Federal income tax returns and other material tax returns
     which are required to be filed by them and have paid or agreed to
     settlements of all taxes due pursuant to such returns or pursuant to any
     assessment received by the Borrower or any Subsidiary, except for such
     taxes, if any, as are being contested in good faith and as to which
     adequate reserves have been provided. The charges, accruals and reserves on
     the books of the Borrower and its Significant Subsidiaries in respect of
     taxes or


                                      -4-

<PAGE>

     other governmental charges are, in the opinion of the Borrower, adequate."

     6.   SECTION 4.08 - REPRESENTATION AS TO SUBSIDIARIES. Section 4.08 of the
Credit Agreement is hereby amended to read in full as follows:

          "4.08 SIGNIFICANT SUBSIDIARIES. Each of the Significant Subsidiaries
     (a) is duly formed, validly existing and in good standing under the laws of
     its jurisdiction of formation, (b) has all corporate or other powers and
     authority and all material governmental licenses (including, without
     limitation, any such license issued by a Gaming Board), authorizations,
     consents and approvals required to own its property and assets and carry on
     its business as now conducted and (c) is duly qualified and in good
     standing in each jurisdiction where the ownership, leasing and operation of
     its property or the conduct of its business requires such qualification,
     and the failure to be so qualified would have a material adverse effect on
     the Borrower and its Subsidiaries."

     7.   SECTION 4.11 - REPRESENTATION AS TO FULL DISCLOSURE. Section 4.11 of
the Credit Agreement is hereby amended to read in full as follows:

          "4.11 FULL DISCLOSURE. All information heretofore furnished by the
     Borrower to the Agents or to any Lender for purposes of or in connection
     with this Agreement or any transaction contemplated hereby is, and all such
     information hereafter furnished by the Borrower to the Administrative Agent
     or any Lender will be, taken as a whole, true and accurate in all material
     respects on the date as of which such information is stated or certified.
     The Borrower has disclosed to the Lenders in writing or by means of its
     filings with the Securities and Exchange Commission any and all facts which
     materially and adversely affect or may affect (to the extent the Borrower
     can now reasonably foresee), the business, operations or financial position
     of the Borrower and its Consolidated Subsidiaries, taken as a whole, or the
     ability of the Borrower to perform its obligations under this Agreement.
     With respect to any projections or forecasts provided, such projections or
     forecasts represent, as of the date thereof, management's best estimates
     based on reasonable assumptions and all available information, but are
     subject to the uncertainty inherent in all projections and forecasts."

     8.   SECTION 4.12 - SOLVENCY. Section 4.12 of the Credit Agreement is
hereby amended to read in full as follows:

          "4.12 SOLVENCY. As of the Effective Date (after giving effect to the
     transactions which occurred on that date) and as of August 28, 2000, the
     Borrower and its Significant Subsidiaries are, on a consolidated basis,
     Solvent."

     9.   SECTION 4.14 - REPRESENTATION AS TO YEAR 2000 ISSUES. Section 4.14 of
the Credit Agreement is hereby deleted in its entirety.


                                      -5-

<PAGE>

     10.  SECTION 5.01(a) - CERTAIN PRO FORMA FINANCIAL STATEMENTS. Section
5.01(a) of the Credit Agreement is hereby deleted in its entirety and
designated: "[RESERVED]."

     11.  SECTION 5.06 - NEGATIVE PLEDGE. Section 5.06 of the Credit Agreement
is hereby amended so that clauses (a), (d) and (h) thereto read in full as
follows:

          "(a) Liens existing as of the August 28, 2000;"

          "(d) any Lien on any asset of any corporation or other business entity
     (including without limitation the Persons acquired pursuant to the Caesars
     Acquisition Agreement) existing at the time such corporation or other
     business entity is merged or consolidated with or into the Borrower or a
     Subsidiary and not created in contemplation of such event;"

          "(h) Liens not otherwise permitted by the foregoing clauses of this
     Section encumbering assets of the Borrower and its Consolidated
     Subsidiaries having an aggregate fair market value which is not in excess
     of 10% of Consolidated Net Tangible Assets (determined, in each case, by
     reference to the most recent date for which the Borrower has delivered its
     financial statements under Section 5.01(b))."

     12.  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 described in the matrix below, exceed
     the ratio set forth opposite that fiscal quarter:

<TABLE>
<CAPTION>
                  FISCAL QUARTERS ENDING             MAXIMUM RATIO
                  ----------------------             -------------
                  <S>                                <C>
                  September 30, 2000 and
                  December 31, 2000                  4.75:1.00

                  Later Fiscal Quarters              4.50:1.00."
</TABLE>


                                      -6-

<PAGE>


     13.  SECTION 5.11 - INTEREST COVERAGE RATIO. Section 5.11 of the Credit
Agreement is hereby amended to read in full as follows:

         "5.11 INTEREST COVERAGE RATIO. The Interest Coverage Ratio shall not,
         as of the last day of any fiscal quarter of the Borrower described in
         the matrix below, be less than the ratio set forth opposite that fiscal
         quarter:

<TABLE>
<CAPTION>
                  FISCAL QUARTERS ENDING             MINIMUM RATIO
                  ----------------------             -------------
                  <S>                                <C>
                  September 30, 2000 through and
                  including June 30, 2001            2.50:1.00

                  September 30, 2001 through and
                  including March 31, 2002           2.75:1.00

                  Later Fiscal Quarters, if any      3.00:1.00."
</TABLE>


     14.  SECTION 5.12 - COVENANT AS TO YEAR 2000 ISSUES. Section 5.12 of the
Credit Agreement is hereby deleted in its entirety.

     15.  SECTION 8.01(A) - TECHNICAL CORRECTION. Section 8.01(a) of the Credit
Agreement is hereby amended to read in full as follows:

          "(a) the Administrative Agent is advised by the Required Lenders that
     deposits in Dollars and in the required amounts are not being offered to
     the Lenders in the relevant market for such Interest Period, or"

     16.  SECTION 9.05 - ASSIGNMENTS. Section 9.05(e) and the first sentence of
Section 9.05(f) of the Credit Agreement are hereby amended to read in full as
follows:

          "(e) Each Lender may from time to time grant participations in its
     Commitment to one or more Lenders, other financial institutions or special
     purpose trusts; PROVIDED, HOWEVER, that (i) such Lender's obligations under
     this Agreement shall remain unchanged, (ii) such Lender shall remain solely
     responsible to the other parties hereto for the performance of such
     obligations, (iii) the participating Lenders or other financial
     institutions shall not be a Lender hereunder for any purpose EXCEPT, if the
     participation agreement so provides, for the purposes of Sections 2.22,
     8.03 and 9.03 but only to the extent that the cost of such benefits to the
     Borrower does not exceed the cost which the Borrower would have incurred in
     respect of such Lender absent the participation, (iv) the Borrower, the
     Administrative Agent and the other Lenders shall continue to deal solely
     and directly with such Lender in connection with such Lender's rights and
     obligations under this Agreement, (v) the participation interest shall be
     expressed as a percentage of the granting Lender's Commitment as it then
     exists and shall not restrict an increase in the Commitments, or in the
     granting Lender's Commitment, so long as the amount of the participation
     interest is not


                                      -7-

<PAGE>

     affected thereby and (vi) the consent of the holder of such participation
     interest shall not be required for amendments or waivers of provisions of
     the Loan Documents OTHER THAN those which result in (A) a decrease in fees,
     interest rate spreads or principal payable to the holder of such
     participation, (B) increase the Commitment of the granting Lenders and
     thereby increase the funding requirements of the holder of such a
     participation, or (C) extend the Termination Date."

          "(f) Notwithstanding anything to the contrary contained herein, any
     Lender (a "Granting Lender") may grant to one or more special purpose
     funding vehicles (each, an "SPC") of such Granting Lender, identified as
     such in writing from time to time by the Granting Lender to the
     Administrative Agent and the Borrower the option to provide all or any part
     of any Committed Loan or Money Market Loan that such Granting Lender would
     otherwise be obligated to make pursuant to this Agreement, provided that
     (i) nothing herein shall constitute a commitment to make any Loan by any
     SPC, (ii) if an SPC elects not to exercise such option or otherwise fails
     to provide all or any part of such Loan, the Granting Lender shall be
     obligated to make such Loan pursuant to the terms hereof, and (iii) except
     as expressly set forth herein, the rights of any such SPC shall be
     derivative of the rights of the Granting Lender, and each SPC shall be
     subject to all of the restrictions upon the Granting Lender herein
     contained."

     17.  SCHEDULE 1. Schedule 1 to the Credit Agreement is hereby deleted in
its entirety and Schedule 1 hereto is hereby substituted in lieu thereof as
Schedule 1 to the Credit Agreement.

     18.  CERTAIN EXHIBITS. The forms of Exhibit A (Compliance Certificate),
Exhibit B (Note), and Exhibit C (Pricing Certificate) to the Credit Agreement
are hereby deleted in their entirety, and Exhibits E, F and G hereto are hereby
substituted in lieu thereof as Exhibits A, B and C to the Credit Agreement. All
Notes heretofore executed and delivered to Lenders under the Credit Agreement
shall remain valid and in force and effect and need not be surrendered in
exchange for a new Note in the form attached hereto as Exhibit F (the "New
Form"). All Notes issued on and after the date hereof shall be substantially in
the form of the New Form ("New Form Notes"). No New Form Note shall be issued to
any Lender which holds any Note based on the prior form (an "Old Form Note")
unless and until such Lender shall have surrendered all of such Old Form Notes
to the Borrower in exchange for one or more New Form Notes.

     19.  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


                                      -8-

<PAGE>

     Amendment and each existing Lender which is increasing its Commitment under
     the Credit Agreement, substantially in the form of Exhibit B hereto;

          (c)  Fees paid by the Borrower in the amount heretofore agreed upon
     among the Lead Arranger, the Administrative Agent and the Borrower on
     account of each Lender executing a Joinder and Assumption Agreement;

          (d)  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

          (e)  an opinion of Sills Cummis Radin Tischman Epstein & Gross, P.A.,
     substantially in the form of Exhibit C hereto, and an opinion of Sheppard,
     Mullin, Richter & Hampton, LLP, substantially in the form of Exhibit D
     hereto.

     20.  REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
to the Administrative Agent and the Banks that, as of the date of this
Amendment, no Default or Event of Default has occurred and remains continuing.


                                      -9-

<PAGE>



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

     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:
                                   --------------------------------------------
                                Scott LaPorta, Executive Vice President
                                and Chief Financial Officer

                                BANK OF AMERICA, N.A., as Administrative Agent
                                on behalf of the Required Lenders


                                By:
                                   --------------------------------------------
                                        Janice Hammond, Vice President


                                      -10-

<PAGE>


[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 (the "Credit Agreement"), among Park Place Entertainment
Corporation, the Lenders, Syndication Agent and Documentation Agents referred to
therein, and Bank of America, N.A. (under its former name, Bank of America
National Trust and Savings Association), as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the
Credit Agreement.

     The undersigned hereby consents to the execution and delivery of the
proposed Amendment No. 2 to the Credit Agreement by the Administrative Agent on
behalf of the Lenders, substantially in the form of the draft presented to the
undersigned, and the execution and delivery of the proposed Joinder and
Assumption Agreement attached to said Amendment No. 2 by the parties thereto.


-----------------------------------
[Name of Lender]

By:
   --------------------------------

Title:
      -----------------------------


                                      -11-

<PAGE>


[Exhibit B to Amendment]


                        JOINDER AND ASSUMPTION AGREEMENT
                        --------------------------------

     THIS JOINDER AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of
August 28, 2000 is among Park Place Entertainment Corporation (the "Borrower"),
Bank of America, N.A., Merrill Lynch Capital Corp., First Union National Bank,
Commerzbank, A.G., and Summit Bank (the "Increasing Lenders"), Bankers Trust
Company, The Fuji Bank, Limited and The Bank of Nova Scotia (collectively, the
"Joining Lenders"), and Bank of America, N.A., as the Administrative Agent,
pursuant to the Five Year 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 and as further
amended from time to time (including by Amendment No. 2 as hereinafter defined),
the "Credit Agreement"), such lenders have heretofore provided a $1,500,000,000
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 $1,500,000,000 to $2,000,000,000.

     C.   Concurrently herewith, the Credit Agreement is being amended pursuant
to an Amendment No. 2 thereto (the "Amendment No. 2"), and it is intended that
the transactions contemplated herein shall become effective concurrently with
the effectiveness of such Amendment No. 2.

     D.   Each of the Increasing Lenders has agreed to assume an increased
Commitment under the Credit Agreement and each of the Joining Lenders has agreed
to become a party to the Credit Agreement and to have a Commitment thereunder,
and to thereby increase the aggregate Commitments to the amount requested by the
Borrower.

     NOW THEREFORE, the parties hereto agrees as follows:

                                    AGREEMENT
                                    ---------

     1.   EFFECTIVE DATE. Concurrently with the effectiveness of the Amendment
No. 2, 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.


                                      -12-

<PAGE>

     2.   JOINDER BY JOINING LENDERS. By signing this Agreement, each Joining
Lender will become a "Additional Lender" under and pursuant to Section 2.23 of
the Credit Agreement as of the Amendment Date with a Commitment in the amount
set forth in Schedule 1 to the Credit Agreement, as amended by Amendment No. 2
thereto. Each Joining Lender agrees that pursuant to this Agreement it will
become a party to and a Lender under the Credit Agreement on the Amendment Date
and will be bound by all terms, provisions, conditions, obligations and duties
applicable to a Lender under the Credit Agreement and other Loan Documents.

     3.   ASSUMPTION BY INCREASING LENDERS. By signing this Agreement and under
and pursuant to Section 2.23 of the Credit Agreement, each of the Increasing
Lenders severally agrees that, as of the Amendment Date, its Commitment shall be
increased to the amount set forth in Schedule 1 to the Credit Agreement, as
amended by Amendment No. 2 thereto.

     4.   ACCEPTANCE OF INCREASED COMMITMENTS BY THE BORROWER. The Borrower
hereby accepts the new Commitments of the Joining Lenders and the increased
Commitments of the Increasing Lenders effective on the Amendment Date, and
confirms that their allocated Commitments are as set forth in Schedule 1 to the
Credit Agreement, as amended by Amendment No. 2 thereto.

     5.   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.

     6.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE JOINING LENDERS. Each
Joining Lender hereby severally represents, warrants and covenants as follows:

          (a)  Such Joining Lender is an Eligible Assignee.

          (b)  Such Joining Lender has agreed to become a party to the Credit
     Agreement solely in reliance upon its own independent investigation of the
     financial and other circumstances surrounding the Borrower and all aspects
     of the transactions evidenced by or referenced in the Loan Documents, or
     has otherwise satisfied itself thereto, and that it is not relying upon any
     representation, warranty or statement (except any such representation,
     warranty or statement expressly set forth in this Agreement) of the
     Administrative Agent in connection with the assumption made hereby. Each
     such Joining Lender further acknowledges that it will, independently and
     based upon it's review of such documents and information as it deems
     appropriate at the time, continue to make its own credit decisions in
     connection with the assumption made hereby.

          (c)  Such Joining Lender has experience and expertise in the making of
     loans of the type made under the Credit Agreement and with respect to the
     other types of credit which may be extended under the Credit Agreement; and
     that it has received,


                                      -13-

<PAGE>

     reviewed and approved copies of all Loan Documents.

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

          (e)  Neither the Administrative Agent nor any other Lender shall be
     responsible to such Joining Lender for the execution, effectiveness,
     accuracy, completeness, legal effect, genuineness, validity,
     enforceability, collectibility or sufficiency of any of the Loan Documents
     (other than its own due execution of the Loan Documents) or for any
     representations, warranties, recitals or statements made therein or in any
     written or oral statement or in any financial or other statements,
     instruments, reports, certificates or any other documents made or furnished
     or made available by the Administrative Agent to such Joining Lender (other
     than written representations, warranties, recitals or statements made by
     such party therein) or by or on behalf of the Borrower to the
     Administrative Agent and the Lenders or the Joining Lender in connection
     with the Loan Documents and the transactions contemplated thereby or for
     the financial condition or business affairs of the Borrower or any other
     Person liable for the payment of any Advance or payment of amounts owed in
     connection with other extensions of credit under the Credit Agreement or
     any other matter. The Administrative Agent shall not be required to
     ascertain or inquire as to the performance or observance of any of the
     terms, conditions, provisions, covenants or agreements contained in any of
     the Loan Documents or as to the use of the proceeds of the Advances or
     other extensions of credit under the Credit Agreement or as to the
     existence or possible existence of any Default or Event of Default.

     7.   REPRESENTATIONS AND WARRANTIES OF INCREASING LENDERS. Each Increasing
Lender hereby severally represents and warrants as follows:

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

          (b)  Such 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.

     8.   FEES. In consideration for the joinder and assumptions described
herein, the Borrower shall pay to each Joining Lender and each Increasing Lender
the fees described in letter agreements between each such Lender and the Lead
Arranger and advised by the Lead Arranger to the Borrower.

     9.   BENEFICIARIES OF THIS AGREEMENT. Each Joining Lender and each
Increasing Lender hereby severally acknowledges and agrees that the Agreement
set forth herein are for the express benefit of the Borrower, the Administrative
Agent and the other Lenders and their


                                      -14-

<PAGE>

respective successors and permitted assigns.

     10.  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.

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

                              "Joining Lenders"


                              BANKERS TRUST COMPANY

                              By:
                                 ------------------------------------
                              Name:
                                   ----------------------------------
                              Title:
                                    ---------------------------------

                              THE FUJI BANK, LIMITED

                              By:
                                 ------------------------------------
                              Name:
                                   ----------------------------------
                              Title:
                                    ---------------------------------

                              THE BANK OF NOVA SCOTIA

                              By:
                                 ------------------------------------
                              Name:
                                   ----------------------------------
                              Title:
                                    ---------------------------------




                              "Increasing Lenders"

                              BANK OF AMERICA, N.A.

                              By:
                                 ------------------------------------
                              Name:
                                   ----------------------------------
                              Title:
                                    ---------------------------------

                              MERRILL LYNCH CAPITAL CORP.

                              By:
                                 ------------------------------------
                              Name:
                                   ----------------------------------
                              Title:
                                    ---------------------------------


                                      -15-

<PAGE>



                              FIRST UNION NATIONAL BANK

                              By:
                                 ------------------------------------
                              Name:
                                   ----------------------------------
                              Title:
                                    ---------------------------------

                              COMMERZBANK, A.G.

                              By:
                                 ------------------------------------
                              Name:
                                   ----------------------------------
                              Title:
                                    ---------------------------------

                              By:
                                 ------------------------------------
                              Name:
                                   ----------------------------------
                              Title:
                                    ---------------------------------

                              SUMMIT BANK

                              By:
                                 ------------------------------------
                              Name:
                                   ----------------------------------
                              Title:
                                    ---------------------------------


ACKNOWLEDGED AND AGREED TO:

BANK OF AMERICA, N.A.,
as Administrative Agent

By:
   ----------------------------------------
Janice Hammond, Vice President

PARK PLACE ENTERTAINMENT CORPORATION


By:
   ----------------------------------------
Scott A. LaPorta, Executive Vice President
and Chief Financial Officer


                                      -16-

<PAGE>

[Exhibit C - Sills, Cummis Opinion]
[Exhibit D - Sheppard, Mullin Opinion]
[Exhibit E - Revised Compliance Certificate]
[Exhibit F - Revised Note]
[Exhibit G - Revised Pricing Certificate]
[Schedule 1 - Replacement Lender Commitments Listing]


                                      -17-