EXHIBIT 4.3

EXECUTION

MULTI-YEAR CREDIT AGREEMENT

dated as of

August 23,
2001

among

PARK
PLACE ENTERTAINMENT CORPORATION

The
Lenders, Co-Documentation Agents, and Syndication Agent Referred to Herein

and

BANK
OF AMERICA, N.A.
as Administrative Agent

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BANC
OF AMERICA SECURITIES LLC.
Lead Arranger and Sole Book Manager

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TABLE OF CONTENTS

|                                          |      |    |                                                                  | Page
|----------------------------------------- | ---- | -- | ---------------------------------------------------------------- | ----
|ARTICLE I DEFINITIONS                     |      | 1 
|                                          | 1.01 |    | Definitions                                                      |     
|                                          | 1.02 |    | Accounting Terms and Determinations                              |     
|                                          | 1.03 |    | Types of Borrowings                                              |     
|ARTICLE II THE CREDITS                    |      | 12
|                                          | 2.01 |    | Commitments to Lend                                              |     
|                                          | 2.02 |    | Notice of Committed Borrowings                                   |     
|                                          | 2.03 |    | Money Market Borrowings                                          |     
|                                          | 2.04 |    | Swing Line Loans                                                 |     
|                                          | 2.05 |    | Conversion and Continuation of Committed Loans                   |     
|                                          | 2.06 |    | Notice to Lenders; Funding of Loans                              |     
|                                          | 2.07 |    | Notes                                                            |     
|                                          | 2.08 |    | Interest Rates                                                   |     
|                                          | 2.09 |    | Upfront Fees                                                     |     
|                                          | 2.10 |    | Facility Fees                                                    |     
|                                          | 2.11 |    | Letter of Credit Fees                                            |     
|                                          | 2.12 |    | Optional Termination or Reduction of Commitments by the Borrower |     
|                                          | 2.13 |    | Optional Termination of Commitments by the Lenders               |     
|                                          | 2.14 |    | Scheduled Termination of Commitments                             |     
|                                          | 2.15 |    | Extensions of the Termination Date                               |     
|                                          | 2.16 |    | Optional Prepayments                                             |     
|                                          | 2.17 |    | General Provisions as to Payments                                |     
|                                          | 2.18 |    | Funding Losses                                                   |     
|                                          | 2.19 |    | Computation of Interest and Fees                                 |     
|                                          | 2.20 |    | Withholding Tax Exemption                                        |     
|                                          | 2.21 |    | Letters of Credit                                                |     
|                                          | 2.22 |    | Regulation D Compensation                                        |     
|                                          | 2.23 |    | Increased Commitments; Additional Lenders                        |     
|                                          | 2.24 |    | Mandatory Termination or Reduction of Commitments                |     
|ARTICLE III CONDITIONS                    |      | 27
|                                          | 3.01 |    | Borrowings and Issuances of Letters of Credit                    |     
|                                          | 3.02 |    | Effectiveness                                                    |     
|ARTICLE IV REPRESENTATIONS AND WARRANTIES |      | 28
|                                          | 4.01 |    | Corporate Existence and Power                                    |     
|                                          | 4.02 |    | Corporate and Governmental Authorization; Contravention          |     
|                                          | 4.03 |    | Binding Effect                                                   |     
|                                          | 4.04 |    | Financial Information                                            |     
|                                          | 4.05 |    | Litigation                                                       |     
|                                          | 4.06 |    | Compliance with ERISA                                            |     
|                                          | 4.07 |    | Taxes                                                            |     
|                                          | 4.08 |    | Significant Subsidiaries                                         |     
|                                          | 4.09 |    | Not an Investment Company                                        |     
|                                          | 4.10 |    | Environmental Matters                                            |     
|                                          | 4.11 |    | Full Disclosure                                                  |     

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|                                     | 4.12 |    | Solvency                                                  |  | 30
|------------------------------------ | ---- | -- | --------------------------------------------------------- |  | --
|                                     | 4.13 |    | Gaming Laws                                               |  | 30
|ARTICLE V COVENANTS                  |      | 30
|                                     | 5.01 |    | Information                                               |  | 30
|                                     | 5.02 |    | Maintenance of Property; Insurance                        |  | 31
|                                     | 5.03 |    | Conduct of Business and Maintenance of Existence          |  | 32
|                                     | 5.04 |    | Compliance with Laws                                      |  | 32
|                                     | 5.05 |    | Inspection of Property, Books and Records                 |  | 32
|                                     | 5.06 |    | Negative Pledge                                           |  | 32
|                                     | 5.07 |    | Consolidations, Mergers and Sales of Assets               |  | 33
|                                     | 5.08 |    | Hostile Tender Offers                                     |  | 33
|                                     | 5.09 |    | Use of Proceeds                                           |  | 33
|                                     | 5.10 |    | Leverage Ratio                                            |  | 34
|                                     | 5.11 |    | Interest Coverage Ratio                                   |  | 34
|ARTICLE VI DEFAULTS                  |      | 34
|                                     | 6.01 |    | Events of Default                                         |  | 34
|                                     | 6.02 |    | Notice of Default                                         |  | 36
|                                     | 6.03 |    | Cash Cover                                                |  | 36
|ARTICLE VII THE AGENTS               |      | 36
|                                     | 7.01 |    | Appointment and Authorization                             |  | 36
|                                     | 7.02 |    | Agents and Affiliates                                     |  | 36
|                                     | 7.03 |    | Action by Agents                                          |  | 36
|                                     | 7.04 |    | Consultation with Experts                                 |  | 36
|                                     | 7.05 |    | Liability of Agent                                        |  | 36
|                                     | 7.06 |    | Indemnification                                           |  | 37
|                                     | 7.07 |    | Credit Decision                                           |  | 37
|                                     | 7.08 |    | Successor Agent                                           |  | 37
|                                     | 7.09 |    | Agents' Fees                                              |  | 37
|ARTICLE VIII CHANGE IN CIRCUMSTANCES |      | 37
|                                     | 8.01 |    | Basis for Determining Interest Rate Inadequate or Unfair  |  | 37
|                                     | 8.02 |    | Illegality                                                |  | 38
|                                     | 8.03 |    | Increased Cost and Reduced Return                         |  | 38
|                                     | 8.04 |    | Base Rate Loans Substituted for Affected Fixed Rate Loans |  | 39
|ARTICLE IX MISCELLANEOUS             |      | 40
|                                     | 9.01 |    | Notices                                                   |  | 40
|                                     | 9.02 |    | No Waivers                                                |  | 40
|                                     | 9.03 |    | Expenses; Documentary Taxes; Indemnification              |  | 40
|                                     | 9.04 |    | Amendments and Waivers                                    |  | 41
|                                     | 9.05 |    | Successors and Assigns                                    |  | 41
|                                     | 9.06 |    | Collateral                                                |  | 44
|                                     | 9.07 |    | California Law; Submission to Jurisdiction                |  | 44
|                                     | 9.08 |    | Counterparts; Integration                                 |  | 44
|                                     | 9.09 |    | Several Obligations                                       |  | 44
|                                     | 9.10 |    | Sharing of Set-Offs                                       |  | 44
|                                     | 9.11 |    | WAIVER OF JURY TRIAL                                      |  | 44

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| | 9.12 |  | Confidentiality |  | 45
| | ---- |  | --------------- |  | --

|Schedule:         |  |  
|----------------- |  | -
|Schedule 1        |  | 
|List of Exhibits:
|Exhibit A         |  | 
|Exhibit B         |  | 
|Exhibit C         |  | 
|Exhibit D         |  | 
|Exhibit E         |  | 
|Exhibit F         |  | 
|Exhibit G         |  | 
|Exhibit H         |  | 
|Exhibit I         |  | 
|Exhibit J         |  | 

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MULTI-YEAR CREDIT AGREEMENT

MULTI-YEAR CREDIT AGREEMENT dated as of August 23, 2001, among PARK PLACE ENTERTAINMENT CORPORATION, the Lenders listed on the signature
pages hereto, SOCIETE GENERALE, as Syndication Agent, BANKERS TRUST COMPANY, THE BANK OF NEW YORK and FIRST UNION NATIONAL BANK, as Co-Documentation Agents, and BANK OF AMERICA, N.A., as
Administrative Agent.

RECITALS

A. Borrower has heretofore entered into a Five-Year Credit Agreement dated as of December 31, 1998 among the Borrower, the lenders referred
to therein, and Bank of America, N.A., as Administrative Agent (as at any time amended, the "Five Year Credit Agreement"), the scheduled maturity of which is December 31, 2003.

B.
The Lenders party to this agreement are those of the lenders under the Five Year Credit Agreement which are willing to currently commit to extend credit facilities to the Borrower
for an additional two year period commencing on the date of the termination or scheduled maturity of the credit facilities under the Five Year Credit Agreement.

D.
By this Agreement, the Lenders intend to provide for credit facilities which will become available to the Borrower on the Availability Date described herein concurrently with the
maturity of the credit facilities made available under the Five Year Credit Agreement (but which will in no way be deemed duplicative of the credit commitments under the Five Year Credit Agreement
during the period ending on the Availability Date).

The
parties hereto agree as follows:

ARTICLE I    DEFINITIONS

1.01Definitions.The following terms, as used herein, have the following meanings:

"Absolute
Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.

"Additional
Lender" has the meaning set forth in Section 2.23.

"Administrative
Agent" means Bank of America, N.A. in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.

"Administrative
Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative
Agent (with a copy to the Borrower) duly completed by such Lender.

"Affiliate"
means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this
definition, "control" (and the correlative terms, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise);providedthat,
in any event, any Person that owns, directly or indirectly, 5% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation that has
more than 100 record holders of such securities, or 5% or more of the partnership or other ownership interests of any other Person that has more than 100 record holders of such interests, will be
deemed to control such corporation or other Person.

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"Agents" mean, collectively, the Administrative Agent, the Syndication Agent, and the Co-Documentation Agents, and "Agent" means any of them.

"Applicable
Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its
Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.

"Authorized
Officer" means any of the controller, the treasurer or the chief financial officer of the Borrower.

"Availability
Date" means the earlier of (a) the date upon which the credit facilities under the Five Year Credit Facility are voluntarily terminated by the Borrower in
accordance with their terms, and (b) December 31, 2003.

"Bank
of America" means Bank of America, N.A., its successors and assigns.

"Base
Rate" means, as of any date of determination, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to thehigher
of(a) the Reference Rate in effect on such date (calculated on the basis of a year of 365 or 366 days and the actual number of days elapsed) and (b) the
Federal Funds Rate in effect on such date (calculated on the basis of a year of 360 days and the actual number of days elapsed)plus1/2 of 1% (50 basis points).

"Base
Rate Loan" means a Committed Loan made or to be made by a Lender as a Base Rate Loan in accordance with the applicable Notice of Committed Borrowing or pursuant to
Article VIII.

"Base
Rate Margin" has the meaning set forth on Schedule 1.

"Benefit
Arrangement" means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained
or otherwise contributed to by any member of the ERISA Group.

"Borrower"
means Park Place Entertainment Corporation, a Delaware corporation, and its successors.

"Borrowing"
means the aggregation of Loans of one or more Lenders to be made to the Borrower pursuant to Article II on a single date and, in the case of Borrowings consisting
of Euro-Dollar Loans, for a single Interest Period.

"Change
of Control" means the occurrence of a Rating Decline in connection with any of the following events: (i) upon any merger or consolidation of the Borrower with or into
any person or any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets of the Borrower, on a consolidated basis, in one transaction or a series of
related transactions, if, immediately after giving effect to such transaction, any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as
amended) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of securities representing a
majority of the total voting power of the aggregate outstanding securities of the transferee or surviving entity normally entitled to vote in the election of directors, managers, or trustees, as
applicable, of the transferee or surviving entity, (ii) when any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) is
or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated by The Securities and-Exchange Commission under said Act) of securities representing a
majority of total voting power of the aggregate outstanding securities of the Borrower normally entitled to vote in the election of directors of the Borrower, (iii) when, during any period of
12 consecutive calendar months, individuals who were directors of the Borrower on the first day of such period (together with any new directors whose election by the board of directors of the Borrower
or whose nomination for election by the stockholders of the Borrower was approved by a vote of a majority of the directors then still in

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office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of
directors of the Borrower, or (iv) the sale or disposition, whether directly or indirectly, by the Borrower of all or substantially all of its assets.

"Co-Documentation
Agents" means Bankers Trust Company, The Bank of New York and First Union National Bank, each in its capacity as documentation agent for the Lenders
hereunder. The capacity of the Documentation Agents is titular in nature, and the Documentation Agents shall have no obligations or liabilities under the Loan Documents by reason of acting in such
capacity.

"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, 2.14 or 2.24, or increased pursuant to Section 2.23. As of the Effective Date, the aggregate amount of the Commitments under
this Agreement is $1,430,000,000. As of the Effective Date, each Lender has made a Commitment which is equal to the amount of the Note issued to that Lender on the Effective Date.

"Committed
Loan" means a loan made or to be made by a Lender pursuant to Section 2.01.

"Compliance
Certificate" means a certificate, substantially in the form ofExhibit A, properly completed and signed by an
Authorized Officer.

"Consolidated
Debt" means at any date the Debt of the Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of such date, providedthat Consolidated Debt shall exclude any Debt of the
Borrower or a Subsidiary as to which cash and cash equivalents sufficient to provide for
payment in full of such Debt at its scheduled maturity or at an earlier date at which it shall have been or may be called for redemption shall have been irrevocably deposited in trust for the benefit
of the holders of such Debt or a representative of such holders, which deposit shall have resulted in the legal or in-substance defeasance thereof.

"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, providedthat, in calculating
"Consolidated EBITDA":



"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,providedthat 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 Domestic Business Days following notice
of such methodology.

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

"Consolidated
Net Tangible Assets" means the total amount of assets of the Borrower and its Consolidated Subsidiaries, after deducting therefrom (a) all current liabilities of
the Borrower and its Consolidated Subsidiaries (excluding (i) the current portion of long term indebtedness, (ii) inter-company liabilities, and (iii) any liabilities which are by
their terms renewable or extendable at the option of the obligor thereon to a time more than twelve months from the time as of which the amount thereof is being computed), and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the latest consolidated balance sheet of the Borrower prepared in accordance
with generally accepted accounting principles.

"Consolidated
Subsidiary" means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial
statements as of such date.

"Covered
Subsidiary" means at any time any Subsidiary of the Borrower that has consolidated assets in an amount greater than $5,000,000.

"Debt"
of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in
the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (v) all indebtedness or
other obligations secured by a contractual Lien on any asset of such Person, whether or not such indebtedness or other obligations are otherwise an obligation of such Person, and (vi) all
Guarantees made by such Person (including by way of provision of letters of credit or other contingent obligations) with respect to indebtedness or other obligations of any other Person which
constitute "Debt" of a type or class described in clauses (i) through (v) of this definition.

"Default"
means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event
of Default.

"Dollars"
and the sign "$" mean lawful money of the United States.

"Domestic
Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City or Los Angeles (and, in the case of Swing Line Loans, Las
Vegas, Nevada) are authorized or required by law to close.

"Domestic
Lending Office" means, as to each Lender, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire
as its Domestic Lending
Office) or such other office as such Lender may hereafter designate as its Domestic Lending Office by notice to the Borrower and the Administrative Agent.

"Effective
Date" means the date this Agreement becomes effective in accordance with Section 3.02.

"Eligible
Assignee" means (a) another Lender, (b) with respect to any Lender, any Affiliate of that Lender, (c) any commercial bank having a combined capital and
surplus of $500,000,000 or more, (d) any (i) savings bank, savings and loan association or similar financial institution or (ii) insurance company engaged in the business of
writing insurance which, in either case (A) has a net worth of $500,000,000 or more, (B) is engaged in the business of lending money and extending credit under credit facilities
substantially similar to those extended under this Agreement and (C) is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank
and (e) any other financial institution (includinga mutual fund or other fund) having

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total assets of $250,000,000 or more which meets the requirements set forth in subclauses (B) and (C) of clause (d) above;providedthat each Eligible Assignee must either (a) be organized under the laws of the United States of America, any State thereof or the District of Columbia or (b) be organized under the laws
of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, and (i) act hereunder through
a branch, agency or funding office located in the United States of America and (ii) is otherwise exempt from withholding of tax on interest and delivers Form W-8 ECI pursuant
to Section 2.20 at the time of any assignment pursuant to Section 9.05.

"Environmental
Laws" means any and all statutes, regulations, permits, licenses or other governmental restrictions relating to the environment or to releases of petroleum or petroleum
products, chemicals or toxic or hazardous substances or wastes into the environment.

"ERISA"
means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

"ERISA
Group" means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control
which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

"Euro-Dollar
Business Day" means any Domestic Business Day on which commercial banks are open for international business (including dealings in Dollar deposits) in London.

"Euro-Dollar
Lending office" means, as to each Lender, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified
in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Lender as it may hereafter designate as its Euro-Dollar
Lending Office by notice to the Borrower and the Administrative Agent.

"Euro-Dollar
Loan" means a Committed Loan made or to be made by a Lender as a Euro-Dollar Loan in accordance with the applicable Notice of Committed Borrowing.

"Euro-Dollar
Margin" has the meaning set forth on Schedule 1.

"Euro-Dollar
Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the
Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System with deposits exceeding five billion Dollars in respect of
"eurocurrency liabilities" (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Dollar Loans is determined or any
category of extensions of credit or other assets which includes loans by a non-United States office of any bank to United States residents).

"Event
of Default" has the meaning set forth in Section 6.01.

"Existing
Commitments" means the lending commitments under the Five Year Credit Agreement.

"Facility
Fee Rate" has the meaning set forth in Section 2.10.

"Federal
Funds Rate" means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of l%) equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding
Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds
Rate for such day shall be the

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average rate quoted to The Bank of New York on such day on such transactions as determined by the Administrative Agent.

"Five
Year Credit Agreement" means the Five-Year Credit Agreement dated as of December 31, 1998 among the Borrower, the lenders referred to therein, and Bank of
America, N.A., as administrative agent, as amended by an Amendment No 1 thereto dated as of August 31, 1999, an Amendment No. 2 thereto dated as of August 28, 2000, and an
Amendment No. 3 thereto of even date herewith, and as at any time hereafter amended.

"Fixed
Rate Loans" means Euro-Dollar Loans or Money Market Loans (excluding Money Market Loans bearing interest at the Base Rate pursuant to Section 8.01(a)) or any
combination of the foregoing.

"Gaming
Board" means, collectively, (a) the Nevada Gaming Commission, (b) the Nevada State Gaming Control Board, (c) the New Jersey Casino Control Commission,
(d) the New Jersey Division of Gaming Enforcement (e) the Mississippi Gaming Commission, and (f) any other Governmental Agency that holds regulatory, licensing or permit authority
over gambling, gaming or casino activities conducted by the Borrower or its Subsidiaries within its jurisdiction.

"Gaming
Laws" means all laws pursuant to which any Gaming Board possesses regulatory, licensing or permit authority over gambling, gaming or casino activities conducted by the
Borrower or its Subsidiaries within its jurisdiction.

"Governmental
Agency" means (a) any international, foreign, federal, state, county or municipal government, or political subdivision thereof, (b) any governmental or
quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body (including any Gaming Board) or (c) any court or administrative tribunal of competent
jurisdiction.

"Granting
Lender" has the meaning set forth in Section 9.05(f).

"Guarantee"
by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the holder of such Debt of the payment thereof or to protect such
holder against loss in respect thereof (in whole or in part), including by way of provision of letters of credit or other contingent obligations with respect thereto, provided that the term Guarantee
shall
not include (x) endorsements for collection or deposit in the ordinary course of business or (y) performance or completion guarantees. The term "Guarantee" used as a verb has a
corresponding meaning.

"Increased
Commitment" has the meaning set forth in Section 2.23.

"Indemnitee"
has the meaning set forth in Section 9.03(b).

"Interest
Coverage Ratio" means, as of each date of determination, the ratio of (a) Consolidated EBITDA for the four fiscal quarters ending on that date, to
(b) Consolidated Interest Expense for the same period.

"Interest
Period" means:



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"Internal
Revenue Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.

"Investment
Grade" means (i) with respect to S&P, a rating of BBB- or higher, and (ii) with respect to Moody's, a rating of Baa3 or higher.

"Issuing
Lender" means Bank of America, in its capacity as issuer of a Letter of Credit hereunder.

"LC
Fee Rate" has the meaning set forth in Section 2.11.

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"Lead Arranger and Sole Book Manager" means Banc of America Securities LLC. Following the date of this Agreement, the Lead Arranger and Sole Book Manager shall have no obligations or
liabilities under the Loan Documents.

"Lender"
means each lender listed on the signature pages hereof and each Lender which accepts an assignment pursuant to Section 9.05, and their respective successors and shall
include, as the context may require, the Issuing Lender in its capacity as Issuing Lender.

"Letter
of Credit" means a letter of credit to be issued hereunder by the Issuing Lender in accordance with Section 2.21.

"Letter
of Credit Commitment" means the lesser of (x) $250,000,000 and (y) the aggregate Commitments.

"Letter
of Credit Liabilities" means, for any Lender and at any time, such Lender's ratable participation in the sum of (x) the amounts then owing by the Borrower in respect of
amounts drawn under Letters of Credit and (y) the aggregate amount then available for drawing under all Letters of Credit.

"Leverage
Ratio" means, as of any date of determination, the ratio of (a) Consolidated Debt on such date to (b) Consolidated EBITDA for the period of four consecutive
fiscal quarters ending on such date.

"LIBOR
Auction" means a solicitation of Money Market Quotes setting forth Money Market Margins based on the London Interbank Offered Rate pursuant to Section 2.03.

"License
Revocation" means the revocation, failure to renew or suspension of, or the appointment of a receiver, supervisor or similar official with respect to, any casino, gambling or
gaming license issued by any Gaming Board covering any casino or gaming facility of Borrower and its Subsidiaries.

"Lien"
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement,
the Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.

"Loan"
means a Base Rate Loan or a Euro-Dollar Loan or a Money Market Loan and "Loans" means Base Rate Loans or Euro-Dollar Loans or Money Market Loans or any
combination of the foregoing.

"Loan
Documents" means this Agreement, the Notes and each other instrument, document or agreement now or hereafter executed by the parties in furtherance of this Agreement.

"London
Interbank Offered Rate" means, as to the Interest Period applicable to each Euro-Dollar Loan, means the average (rounded upward, if necessary, to the next higher
1/16 of 1%) of the respective rates per annum at which deposits in Dollars are offered to the Administrative Agent in the London interbank market at approximately 11:00 A.M.
(London time) two Euro-Dollar Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Euro-Dollar Loan of the
Administrative Agent to which such Interest Period is to apply and for a period of time comparable to such Interest Period.

"Margin
Adjustment" has the meaning set forth in the Schedule 1.

"Material
Plan" means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $25,000,000.

"Maximum
Money Market Loan Amount" has the meaning set forth in Section 2.03(a).

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"Money Market Absolute Rate" has the meaning set forth in Section 2.03(d).

"Money
Market Absolute Rate Loan" means a loan to be made by a Lender pursuant to an Absolute Rate Auction.

"Money
Market Lending Office" means, as to each Lender, its Domestic Lending Office or such other office, branch or affiliate of such Lender as it may hereafter designate as its Money
Market Lending office by notice to the Borrower and the Agent; provided that any Lender may from time to time by notice to the Borrower and the Administrative Agent designate separate Money Market
Lending Offices for its Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate Loans, on the other hand, in which case all references herein to the Money Market Lending Office
of such Lender shall be deemed to refer to either or both of such offices, as the context may require.

"Money
Market LIBOR Loan" means a loan to be made by a Lender pursuant to a LIBOR Auction.

"Money
Market Loan" means a Money Market LIBOR Loan or a Money Market Absolute Rate Loan.

"Money
Market Margin" has the meaning set forth in Section 2.03(d).

"Money
Market Quote" means an offer by a Lender to make a Money Market Loan in accordance with Section 2.03.

"Moody's"
means Moody's Investors Service, Inc., and its successors.

"Multiemployer
Plan" means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making
or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group
during such five year 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 operations.

"Non-Recourse
Debt" means Debt in respect of which the recourse of the holder of such Debt is limited to the assets securing such Debt and such Debt does not constitute
the general obligation of the Borrower or any Subsidiary.

"Notes"
means promissory notes of the Borrower, substantially in the form ofExhibit Bhereto, evidencing the obligation of the
Borrower to repay the Loans, and "Note" means any one of such promissory notes issued hereunder.

"Notice
of Borrowing" means a Notice of Committed Borrowing (as defined in Section 2.02) or a Notice of Money Market Borrowing (as defined in Section 2.03(f)).

"Notice
of Committed Borrowing" has the meaning set forth in Section 2.02.

"Notice
of Conversion\Continuation" has the meaning set forth in Section 2.05.

"Notice
of Issuance" has the meaning set forth in Section 2.21 (b).

"Notice
of Money Market Borrowing" has the meaning set forth in Section 2.03(f).

"Parent"
means, with respect to any Lender, any Person controlling such Lender.

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"PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

"Person"
means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency
or instrumentality thereof.

"Plan"
means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or
(ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was
at such time a member of the ERISA Group.

"Pre-Opening
Expenses" means, with respect to any fiscal period, the amount of expenses (other thanConsolidated 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.

"Pricing
Certificate" means a Pricing Certificate substantially in the form ofExhibit Chereto, properly completed and signed
by an Authorized Officer of the Borrower.

"Pricing
Period" means (a) the period beginning on the Availability Date and ending on the last day of the next succeeding February, May, August, or November, and
(b) each subsequent period of three months beginning on the first day of each March, June, September and December and ending on the last day of the succeeding May, August, November and
February.

"Public
Notice" means, without limitation, any filing or report made in accordance with the requirements of the Securities and Exchange Commission (or any successor), any press
release or public announcement made by the Borrower or any written notice the Borrower gives to the Administrative-Agent or the Lenders.

"Rating
Agencies" means S&P and Moody's.

"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.

"Regulation
U" means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Required
Lenders" means at any time Lenders having at least 51% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, holding at least 51% of
the sum

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of the aggregate unpaid principal amount of the Loans and the aggregate amount of Letter of Credit Liabilities.

"Revolving
Credit Period" means the period from and including the Availability Date to but not including the Termination Date.

"S&P"
means Standard & Poor's, a division of The McGraw Hill Companies, and its successors.

"Significant
Subsidiary" means each Subsidiary of the Borrower at any time having (i) at least 10% of the total consolidated assets of the Borrower and its Subsidiaries
(determined as of the last day of the most recent fiscal quarter of the Borrower) or (ii) at least 10% of the consolidated revenues of the Borrower and its Subsidiaries for the fiscal year of
the Borrower then most recently ended.

"Solvent"
as to any Person shall mean that (a) the sum of the assets of such Person, both at a fair valuation and at present fair saleable value, exceeds its liabilities,
including its probable liability in respect of contingent liabilities, (b) such Person will have sufficient capital with which to conduct its business as presently conducted and as proposed to
be conducted and (c) such Person has not incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this definition, "debt" means
any liability on a claim, and "claim" means (x) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured, or (y) a right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. With respect to any such contingent liabilities, such liabilities shall be
computed at the amount which, in light of all the facts and circumstances existing at the time, represents the amount which can reasonably be expected to become an actual or matured liability.

"SPC"
has the meaning set forth in Section 9.05(f).

"Subsidiary"
means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions are at the time directly or indirectly owned by the Borrower.

"Swing
Line" means the revolving line of credit established by the Swing Line Lender in favor of Borrower pursuant to Section 2.04.

"Swing
Line Documents" means the promissory note and any other documents executed by Borrower in favor of the Swing Line Lender in connection with the Swing Line.

"Swing
Line Loans" means Loans made by the Swing Line Lender to Borrower pursuant to Section 2.04.

"Swing
Line Lender" means, when acting in such capacity, Bank of America (through its Nevada Corporate Banking Division), its successors and assigns.

"Swing
Line Outstandings" means, as of any date of determination, the aggregate principal indebtedness of the Borrower on all Swing Line Loans then outstanding.

"Syndication
Agent" means Sociètè Gènèrale in its capacity as syndication agent for the Lenders hereunder. The capacity of
the Syndication Agent is titular in nature, and the Syndication Agent shall have no obligations or liabilities under the Loan Documents by reason of acting in such capacity.

"Termination
Date" means the date which is two years following the Availability Date (but in any event not later than December 31, 2005), or such later date to which the
Revolving Credit Period shall have been extended pursuant to Section 2.15, or, if such day is not a Euro-Dollar Business Day, the next preceding Euro-Dollar Business
Day.

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"Unfunded
Liabilities" means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan
termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities
under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

1.02Accounting Terms and Determinations.Unless otherwise specified herein, all accounting terms used
herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with generally
accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants and disclosed in such
financial statements) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided that, if the Borrower notifies
the Administrative Agent that the Borrower wishes to amend any covenant in Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such
covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article V for such purpose), then the Borrower's compliance with such covenant shall be
determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such
notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

1.03Types of Borrowings.Borrowings are classified for purposes of this Agreement either by reference
to the pricing of Loans comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar
Loans) or by reference to the provisions of Article II under which participation therein is determined (i.e., a "Committed Borrowing" is a
Borrowing under Section 2.01 in which all Lenders participate in proportion to their commitments, while a "Money Market Borrowing" is a Borrowing under Section 2.03 in which the Lender
participants are determined in accordance therewith).

ARTICLE II    THE CREDITS

2.01Commitments to Lend.During the Revolving Credit Period each Lender severally agrees, on the terms
and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section from time to time amounts such that (a) the aggregate principal of Committed Loans by such Lender at
any one time outstanding shall not exceed the amount of its Commitment, and (b) the aggregate principal outstanding amount of all Committed Loans, Money Market Loans and Swing Line Loans plus
the Letter of Credit Liabilities shall not exceed the aggregate Commitments. Each Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 or any larger multiple of
$1,000,000; and each Committed Borrowing shall be made from the several Lenders ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrower may borrow under this
Section, repay, or to the extent permitted by Section 2.16, prepay Loans and reborrow at any time on or prior to the Termination Date under this Section. The Committed Loans shall mature, and
the principal amount thereof shall be due and payable, on the Termination Date.

2.02Notice of Committed Borrowings.The Borrower shall give the Administrative Agent notice (a "Notice
of Committed Borrowing"), substantially in the form ofExhibit Dhereto, not later than 8:30 A.M. (California local time) on
(y) the date of each Base Rate Borrowing (or, if the Borrower shall have requested Money Market Quotes in an Absolute Rate Auction to be submitted on such date but shall not have accepted such
Money Market Quotes in the full amount requested, then the

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Borrower may give a Notice of Committed Borrowing not later than 10:00 A.M. (California local time) on such date for the smallest amount permitted under Section 2.01 which is sufficient
to fund the shortfall), and (z) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:



Not
more than twelve Committed Borrowings which are Euro-Dollar Borrowings having different Interest Periods shall be outstanding at any time.

2.03Money Market Borrowings.



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The
Borrower may request offers to make Money Market Loans for no more than three Interest Periods in a single Money Market Quote Request, and no more than twelve Money Market Loans shall be
outstanding at any time. No Money Market Quote Request shall be given within five Euro-Dollar Business Days (or such other number of days as the Borrower and the Administrative Agent may
agree) of any other Money Market Quote Request.



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A
Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes.



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2.04Swing Line Loans.



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2.05Conversion and Continuation of Committed Loans.Subject to the provisions of this
Article II governing the making of Euro-Dollar Loans, Borrower shall have the option at any time (i) to convert all or any part of its outstanding Committed Loans equal to
$10,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Committed Loans bearing interest at a rate
determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Euro-Dollar Loan, to continue all or any portion of such Loan
equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Euro-Dollar Loan;provided, however, that a
Euro-Dollar Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.

Borrower
shall deliver, to the Administrative Agent, notice of any such conversion or continuation, substantially in the form of Exhibit D(each a "Notice of Conversion/Continuation"), no later than
8:30 A.M. (California local time) at least one Domestic Business Day
in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Euro-Dollar Business Days in advance of the proposed conversion/continuation
date (in the case of a conversion to,

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or a continuation of, a Euro-Dollar Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Domestic Business Day in
the case of Base Rate Loans and a Euro-Dollar Business Day, in the case of conversion to or continuation of Euro-Dollar Loans), (ii) the amount and type of the Loan to
be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Euro-Dollar Loan, the requested
Interest Period, and (v) in the case of a conversion to, or a continuation of, a Euro-Dollar Loan, that no Default or Event of Default has occurred and is continuing.

2.06Notice to Lenders; Funding of Loans.



2.07Notes.



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2.08Interest Rates.



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Any
overdue principal of or interest on any Swing Line Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of the Base Rate plusany applicable Base
Rate Marginplus2% per annum for such day.



2.09Upfront Fees.On the date upon which this Agreement is executed, the Borrower shall pay to the
Administrative Agent for the account of each Lender non-refundable upfront fees in the amounts set forth in letter agreements between each Lender and the Lead Arranger and Sole Book
Manager and advised by the Lead Arranger and Sole Book Manager to Borrower.

2.10Facility Fees.The Borrower shall pay to the Administrative Agent for the account of the Lenders
ratably facility fees at the Facility Fee Rate determined daily in accordance with the Schedule 1 (the "Facility Fee Rate"). Such facility fee shall accrue from and including the Availability
Date to but excluding the Termination Date (or earlier date of termination of the Commitments in their entirety), on the daily aggregate amount of the Commitments (whether used or unused). Facility
fees shall be payable quarterly in arrears on the first day of each March, June, September and December following the Availability Date and upon the date of termination of the Commitments in their
entirety, and are non-refundable.

2.11Letter of Credit Fees.The Borrower shall pay to the Administrative Agent (i) for the
account of the Lenders ratably a Letter of Credit fee accruing daily on the aggregate amount then available for
drawing under all Letters of Credit at a rate per annum determined in accordance with the Schedule 1 (the "LC Fee Rate") and (ii) for the account of the Issuing Lender a Letter of Credit
fronting fee accruing daily on the aggregate amount then available for drawing under all Letters of Credit issued by the Issuing Lender at a rate per annum set forth in a letter agreement between the
Borrower and the Issuing Lender. Letter of Credit fees shall payable quarterly in arrears on the first day of each March, June, September and December following the Availability Date and upon the date
of termination of the Commitments in their entirety and are non-refundable.

2.12Optional Termination or Reduction of Commitments by the Borrower.During the Revolving Credit
Period, the Borrower may, upon at least five Domestic Business Days' notice to the Administrative Agent, (i) terminate the Commitments at any time, if no Loans or Letter of Credit Liabilities
are outstanding at such time or (ii) ratably and permanently reduce from time to time by an aggregate amount of $25,000,000 or any larger amount in multiples of $1,000,000, the aggregate amount
of the Commitments in excess of the sum of the aggregate outstanding principal balance of the Loans and the aggregate amount of Letter of Credit Liabilities.

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2.13Optional Termination of Commitments by the Lenders.Following the occurrence of a Change of
Control, the Required Lenders may in their sole and absolute discretion elect, during the sixty day period immediately subsequent to thelater of(a) such occurrence and (b) theearlierof (i) receipt of the Borrower's written notice to the Administrative Agent of such
occurrence and (ii) if no such notice has been received by the Administrative Agent, the date upon which the Administrative Agent and the Lenders have actual knowledge thereof, to terminate all
of the Commitments. In any such case the Commitments shall be terminated effective on the date which is sixty days subsequent to the date of written notice from the Administrative Agent to the
Borrower thereof, and (i) to the extent that there is then any Debt evidenced by the Notes, the same shall be immediately due and payable, and (ii) to the extent that any Letters of
Credit are then outstanding, Borrower shall provide cash collateral for the same. In addition thereto, in the event that the lenders under the Five Year Credit Agreement elect to terminate the lending
commitments under the Five Year Credit Agreement as a result of a "Change of Control" as defined therein, the Commitments of the Lenders hereunder shall (except as to any Lender to the extent that
such Lender otherwise expressly agrees with Borrower in writing) be concurrently terminated.

2.14Scheduled Termination of Commitments.The Commitments shall terminate on the Termination Date and
any Loans then outstanding (together with accrued interest thereon) shall be due and payable on such date.

2.15Extensions of the Termination Date.The Termination Date may be extended, in the manner set forth
in this Section, for a period of up to two years after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give
written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial
statements of Borrower in
accordance with Section 5.01(b), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or
negatively, within 30 days (the "Response Date"). So long as Lenders having Commitment(s) totaling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded
affirmatively to such a request, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit Hduly completed and signed by
the Borrower and each of the affirmatively responding Lenders, the Termination Date shall be extended for
a period of up to two years to the date stated in such Extension Agreementprovided, however, that, with respect to any Lender or Lenders that respond
negatively or fail to timely respond to such request (each non-responding Lender being conclusively deemed to refuse to consent to the extension), the Termination Date in effect
immediately prior to such extension shall continue in effect, and the Commitments(s) of such Lender(s) shall terminate on the Termination Date in effect immediately prior to such extension, and the
Loans made by such Lender(s) shall be repaid in full, together with accrued and unpaid interest thereon and all other amounts owing hereunder with respect thereto, on such date; provided, further, that
the Borrower shall, for a period of 60 days following the Response Date, have the right, with the assistance of the
Administrative Agent, to seek a substitute financial institution(s) (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). Not later than
the third Domestic Business Day prior to the end of the 60-day period referred to in the further proviso to the preceding sentence, the Borrower may, by notice to the Lenders through the
Administrative Agent, but shall not be required to, (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such
non-extending Lender(s), or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitment(s) of such
non-extending Lender(s), whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution(s) and such non-extending Lender(s)
shall assign its or their Commitment(s) to such new financial institution(s) and sell its or their Loans and its participation interests in all outstanding Letters of Credit to such financial
institution(s), at a price equal to the outstanding principal amount of such Loans plus accrued and

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unpaid interest thereon and other amounts due and owing hereunder with respect thereto, pursuant to documentation in substantially the form of Exhibit Jhereto.

2.16Optional Prepayments.



2.17General Provisions as to Payments.



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2.18Funding Losses.If the Borrower makes any payment of principal with respect to any Fixed Rate Loan
(pursuant to Article VI or VIII or otherwise) on any day other than the last day of the Interest Period applicable thereto (or the last day of an applicable period fixed pursuant to
Section 2.08(d)), or if the Borrower fails to borrow any Fixed Rate Loans after notice has been given to any Lender in accordance with section 2.06(a), the Borrower shall reimburse each
Lender within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective participant in the related Loan), including (without limitation) any loss
incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment or failure to borrow, provided that such Lender shall
have delivered to the Borrower a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error.

2.19Computation of Interest and Fees.Interest based on the Reference Rate and all fees hereunder
shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All
other interest shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

2.20Withholding Tax Exemption.At least five Domestic Business Days prior to the first date on which
interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver
to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8 ECI, certifying in either case that such Lender is
entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes.

Each
Lender which so delivers a Form W-8 ECI further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form
(or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive
payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of
United States federal income tax.

2.21Letters of Credit.



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2.22Regulation D Compensation.Each Lender may require the Borrower to pay, contemporaneously
with each payment of interest on the Euro-Dollar Loans, additional interest on the related Euro-Dollar Loan of such Lender at a rate per annum determined by such Lender up to
but not exceeding the excess of (i) (A) the applicable London Interbank Offered Rate divided by (B) one minus the Euro-Dollar Reserve Percentage over (ii) the
applicable London Interbank Offered Rate. Any Lender wishing to require
payment of such additional interest (x) shall so notify the Borrower and the Agent, in which case such additional interest on the Euro-Dollar Loans of such Lender shall be payable
to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least three Euro-Dollar Business Days after the giving of such notice and
(y) shall notify the Borrower at least five Euro-Dollar Business Days prior to each date on which interest is payable on the Euro-Dollar Loans of the amount then due it
under this Section.

2.23Increased Commitments; Additional Lenders.



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2.24Mandatory Termination or Reduction of Commitments.In the event the Borrower exercises its rights
under Section 2.12 of the Five Year Credit Agreement to voluntarily reduce the amount of the Commitments thereunder (but does not wholly terminate the credit commitments under the Five Year
Credit Agreement), then the aggregate principal amount of the Commitments of each of the Lenders hereunder shall be concurrently reduced to an amount which is equal to the remaining principal amount
of the commitments of that Lender under the Five Year Credit Agreement. In the event that the Borrower exercises its rights under Section 2.12 of the Five Year Credit Agreement or under any
other provision of the Five Year Credit Agreement to terminate the commitment of any one or more of the Lenders thereunder, then the Commitment of that Lender under this Agreement shall be
concurrently and automatically terminated.

ARTICLE III    CONDITIONS

3.01Borrowings and Issuances of Letters of Credit.The obligation of any Lender to make a Loan on the
occasion of any Borrowing, the obligation of the Issuing Lender to issue (or renew or extend the term of) any Letter of Credit and the obligation of the Swing Line Lender to make any Swing Line Loan
are each subject to the satisfaction of the following conditions:



Each
Borrowing and issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in
clauses (b), (c), (d) and (e) of this Section.

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3.02Effectiveness.This agreement shall become effective on the date (the "Effective Date") that each
of the following conditions shall have been satisfied (or waived in accordance with Section 9.04):



The
Administrative Agent shall promptly notify the Borrower, the Administrative Agent and each Lender of the effectiveness of this Agreement, and such notice shall be conclusive and binding on all
parties hereto.

ARTICLE IV    REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

4.01Corporate Existence and Power.The Borrower (a) is a corporation duly incorporated, validly
existing and in good standing under the laws of Delaware, (b) has all corporate 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 as a foreign
corporation 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.

4.02Corporate and Governmental Authorization; Contravention.The execution, delivery and performance
by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or
filing with, any Governmental Agency and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws
of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower
or any of its Subsidiaries.

4.03Binding Effect.This Agreement constitutes a valid and binding agreement of the Borrower and the
Notes, when executed and delivered in accordance with this Agreement, will constitute valid

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and binding obligations of the Borrower, in each case enforceable in accordance with their respective terms.

4.04Financial Information.Since December 31, 2000, 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.

4.05Litigation.Except as disclosed in the Borrower's form 10-K report for the year
ended December 31, 2000 or in its 10-Q report for the quarter ended March 31, 2001, 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.

4.06Compliance with ERISA.Each member of the ERISA Group has fulfilled its obligations under the
minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in
respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit
Arrangement, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability
under Title IV or ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.

4.07Taxes.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 other governmental charges are, in the opinion of the Borrower, adequate.

4.08Significant 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.

4.09Not an Investment Company.The Borrower is not an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

4.10Environmental Matters.The Borrower has reasonably concluded that Environmental Laws are unlikely
to have a material adverse effect on the business, financial position, results of operations or prospects of the Borrower and its Consolidated Subsidiaries, considered as a whole.

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4.11Full 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.

4.12Solvency.As of the Effective Date, the Borrower and its Significant Subsidiaries are, on a
consolidated basis, Solvent.

4.13Gaming Laws.The Borrower and its Subsidiaries are in material compliance with all applicable
Gaming Laws.

ARTICLE V    COVENANTS

The Borrower agrees that, so long as any Lender has any Commitment hereunder or any amount payable under any Note or any Letter of Credit Liability remains
unpaid:

5.01Information.The Borrower will deliver to the Administrative Agent (who shall promptly distribute
the same to the Lenders or advise the Lenders thereof):



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5.02Maintenance of Property; Insurance.

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5.03Conduct of Business and Maintenance of Existence.The Borrower will continue, and will cause each
Significant Subsidiary to continue, to engage in business of the same general type conducted by the Borrower and its Significant Subsidiaries as of the Effective Date, and will preserve, renew and
keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and
franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the merger of a Subsidiary into the Borrower or the
merger or the consolidation of a Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary and if, in each case, after giving effect thereto, no
Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Subsidiary if (A) the Borrower in good faith determines that such termination is
in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the Lenders.

5.04Compliance with Laws.The Borrower will comply, and cause each Significant Subsidiary to comply,
in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of any Governmental Agency (including, without limitation, Environmental Laws, Gaming Laws and ERISA
and, in each case, the rules and regulations thereunder) except where the necessity of compliance therewith is contested in good faith by appropriate proceedings.

5.05Inspection of Property, Books and Records.The Borrower will keep, and will cause each Significant
Subsidiary to keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will
permit, and will cause each Significant Subsidiary to permit, representatives of any Lender at such Lender's expense to visit and inspect any of their respective properties, to examine and make
abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants,
all at such reasonable times and as often as may reasonably be desired.

5.06Negative Pledge.None of the Borrower, any Covered Subsidiary or any Significant Subsidiary will
create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:



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5.07Consolidations, Mergers and Sales of Assets.The Borrower and its Subsidiaries will not
(i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer all or any substantial part of the assets of the Borrower and its Subsidiaries, taken as
a whole, to any other Person, or (iii) acquire all or substantially all of the assets of, or more than 49% of the capital stock or other equity securities of, any Person which is not engaged in
the same general lines of business as the Borrower and its Subsidiaries, if, giving effect to such consolidation, merger, sale or acquisition, the Borrower is not in pro forma compliance with the
covenants set forth in Sections 5.10 and 5.11; provided that, notwithstanding the foregoing, the Borrower may merge with another Person only if (A) the Borrower is the corporation surviving
such merger, and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

5.08Hostile Tender Offers.The Borrower and its Subsidiaries will not make any offer to purchase or
acquire, or prosecute, pursue or consummate a purchase or acquisition of, 5% or more of the capital stock of any corporation or other business entity, if the board of directors or other equivalent
governing body of such corporation or business entity has notified Borrower or its relevant Subsidiaries that it opposes such offer or purchase and such notice has not been withdrawn or superseded.

5.09Use of Proceeds.The proceeds of the Loans made under this Agreement will be used by the Borrower
for general corporate purposes, including but not limited to, on the Availability Date, to refinance of obligations then outstanding under the Five Year Credit Agreement. None of such proceeds will be
used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate,
of buying or carrying any "margin stock" within the meaning of Regulation U other than "margin stock" issued by the Borrower which is retired upon purchase or for any purpose which violates
Section 5.08.

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5.10Leverage 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:

Fiscal Quarters Ending

Maximum RatioJune 30, 2001 through and including December 31, 2001

4.75:1.00Later Fiscal Quarters

4.50:1.00.


5.11Interest 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:

Fiscal Quarters Ending

Maximum RatioJune 30, 2001 through and including March 31, 2002

2.75:1.00Later Fiscal Quarters

3.00:1.00.


ARTICLE VI    DEFAULTS

6.01Events of Default.If one or more of the following events ("Events of Default") shall have
occurred and be continuing:



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then,
and in every such event, the Administrative Agent shall (i) if requested by the Required Lenders, by notice to the Borrower terminate the Commitments and they shall thereupon terminate,
and (ii) if requested by the Required Lenders, by notice to the Borrower declare the Loans and the Letter of Credit Liabilities (together with accrued interest thereon) to be, and the Loans
(together with accrued interest thereon) shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower;providedthat in the case of any of the Events of Default specified in clause (g) or (h) above with respect to the Borrower,
without any notice to the Borrower or any other act by the Administrative Agent or the Lenders, the Commitments shall thereupon terminate and the Loans and the Letter of Credit Liabilities (together
with accrued interest thereon) shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

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6.02Notice of Default.The Administrative Agent shall give notice to the Borrower under
Section 6.01(c) promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof.

6.03Cash Cover.The Borrower agrees, in addition to the provisions of Section 6.01 hereof, that
upon the occurrence and during the continuance of any Event of Default, it shall, if requested by the Administrative Agent upon the instruction of the Required Lenders, pay to the Administrative Agent
an amount in immediately available funds (which funds shall be held as collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to the aggregate amount available for drawing
under all Letters of Credit then outstanding at such time, provided that, upon the occurrence of any Event of Default specified in Section 6.01(g) or 6.01(h) with respect to the Borrower or any
of its Significant Subsidiaries, the Borrower shall pay such amount forthwith without any notice or demand or any other act by the Administrative Agent or the Lenders.

ARTICLE VII    THE AGENTS

7.01Appointment and Authorization.Each Lender irrevocably appoints and authorizes each Agent to take
such action as agent on its behalf and to exercise such powers under this Agreement and the Notes as are delegated to such Agent by the terms hereof or thereof, together with all such powers as are
reasonably incidental thereto.

7.02Agents and Affiliates.Bank of America and the other Agents shall each have the same rights and
powers under this Agreement as any other Lender and each may exercise or refrain from exercising the same as though it were not an Agent, and Bank of America and the other Agents and their respective
affiliates may accept deposits from, lend money to, and generally engage in any kind of business with, the Borrower or any Subsidiary or Affiliate of the Borrower as if they were not Agents hereunder.

7.03Action by Agents.The obligations of the Agents hereunder are only those expressly set forth
herein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action with respect to any Default, except as expressly provided in
Article VI.

7.04Consultation with Experts.Each Agent may consult with legal counsel (who may be counsel for the
Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

7.05Liability of Agent.Neither any Agent nor any of their respective affiliates nor any of the
respective directors, officers, agents or employees of any of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request
of the Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct. Neither any Agent nor any of their respective affiliates nor any of the respective directors,
officers, agents or employees of any of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in
connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any
condition specified in Article III, except in the case of the Administrative Agent receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of
this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative Agent shall incur no liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

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7.06Indemnification.Each Lender shall, ratably in accordance with its Commitment, indemnify the
Administrative Agent, the Issuing Lender, their affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense
(including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with the Administrative Agent's and Issuing Lender's roles under this Agreement or any related action taken or omitted by such indemnitees hereunder.

7.07Credit Decision.Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent, the Lead Arranger and Sole Book Manager or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Lead Arranger and Sole Book Manager or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement.

7.08Successor Agent.The Administrative Agent may resign at any time subject to the appointment of a
successor Agent by giving notice to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent with the consent of the Borrower,
which consent shall not be unreasonably withheld or delayed; provided that no such consent shall be required if the successor Agent is a Lender. If no successor Agent shall have been so appointed, and
shall have accepted such appointment, within 30 days after the retiring Agent's "giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, and without the
Borrower's consent, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined
capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with
all the rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.

7.09Agents' Fees.The Borrower shall pay to each Agent for its own account fees in the amounts and at
the times previously agreed upon between the Borrower and such Agent.

ARTICLE VIII    CHANGE IN CIRCUMSTANCES

8.01Basis for Determining Interest Rate Inadequate or Unfair.If on or prior to the first day of any
Interest Period for any Fixed Rate Borrowing:



the
Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such
suspension no longer exist, the obligations of the Lenders to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the Administrative Agent at least two Domestic
Business Days

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before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed
Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such
Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate Loans for such
day. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

8.02Illegality.If, on or after the date of this Agreement, the adoption of any applicable law, rule
or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any Lender (or its Euro-Dollar Lending Office) with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Lender (or its Euro-Dollar Lending Office) to make, maintain or fund its
Euro-Dollar Loans and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon
until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make
Euro-Dollar Loans shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Lender shall designate a different Euro-Dollar Lending
Office if such designation will avoid the need for giving such notice and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall determine
that it may not lawfully continue to maintain and fund any of its outstanding Euro-Dollar Loans to maturity and shall so specify in such notice, the Borrower shall immediately prepay in
full the then outstanding principal amount of each such Euro-Dollar Loan, together with accrued interest thereon. Concurrently with prepaying each such Euro-Dollar Loan, the
Borrower shall borrow a Base Rate Loan in an equal principal amount from such Lender (on which interest and principal shall be payable contemporaneously with the related Euro-Dollar Loans
of the other Lenders), and such Lender shall make such a Base Rate Loan.

8.03Increased Cost and Reduced Return.



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and
the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or participating in any
Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount
deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender for such increased cost or reduction.



8.04Base Rate Loans Substituted for Affected Fixed Rate Loans.If (i) the obligation of any
Lender to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Lender has demanded compensation under Section 8.03(a) and the Borrower shall,
by at least five Euro-Dollar Business Days, prior notice to such Lender through the Administrative Agent, have elected that the provisions of this Section shall apply to such Lender, then,
unless and until such Lender notifies the

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Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist:



ARTICLE IX        MISCELLANEOUS

9.01Notices.All notices, requests and other communications to any party hereunder shall be in writing
(including bank wire, telex, telecopy or similar writing) and shall be given to such party: (x) in the case of the Borrower or the Administrative Agent, at its address or telex or telecopier
number set forth on the signature pages hereof, (y) in the case of any Lender, at its address or telex or telecopier number set forth in its Administrative Questionnaire or (z) in the
case of any party, such other address or telex or telecopier number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower. Each such notice,
request or other communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified in this Section and the appropriate answerback is received,
(ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any
other means, when delivered or received at the address specified in this Section; provided that notices to the Administrative Agent or the Issuing Lender under Article II or Article VIII
shall not be effective until received.

9.02No Waivers.No failure or delay by the Administrative Agent or any Lender in exercising any right,
power or privilege hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

9.03Expenses; Documentary Taxes; Indemnification.The Borrower shall pay (i) all reasonable
out-of-pocket expenses of the Administrative Agent and the Lead Arranger and Sole Book Manager including reasonable fees and disbursements of counsel for the Administrative
Agent (including the allocated fees and expenses of any internal counsel), in connection with the preparation of this Agreement and all related documents, the negotiation, closing and syndication of
this Agreement and the Loans, and in connection with any waiver, amendment or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of
Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender, the Swing Line Lender or any Lender, including fees and
disbursements of counsel (including the allocated fees and expenses of any internal counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement
proceedings resulting therefrom. The Borrower shall indemnify each Lender and the Swing Line Lender against any transfer taxes, documentary taxes, mortgage recording taxes, assessments or charges made
by any governmental authority by reason of the execution and delivery or enforcement of this Agreement, the Notes and the Swing Line Documents.



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9.04Amendments and Waivers.No amendment or waiver of the terms of this Agreement or the other Loan
Documents shall be made or be effective unless such amendment or waiver is in writing and is
signed by the Borrower and the Required Lenders (and, if the rights or duties of the Administrative Agent, the Swing Line Lender or the Issuing Lender are affected thereby, by the Administrative
Agent, the Swing Line Lender or the Issuing Lender, as relevant); provided that no such amendment or waiver shall, unless signed by all the Lenders, (i) increase or decrease the amount of the
Commitment of any Lender without the consent of that Lender (except for a ratable decrease in the Commitments of all Lenders) or subject any Lender to any additional obligation, (ii) reduce the
principal of or rate of interest on any Loan or the amount to be reimbursed in respect of any Letter of Credit or interest thereon or any fees hereunder, (iii) postpone the date fixed for any
payment of principal of or interest on any Loan or the amount to be reimbursed in respect of any Letter of Credit or interest thereon or any fees hereunder, or the Termination Date (except as
contemplated by Section 2.15), (iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes and Letter of Credit Liabilities, or the percentage
of Lenders, which shall be required for the Lenders or any of them to take any action under this Section or any other provision of this Agreement, (v) render more restrictive the ability of any
Lender to assign or grant participations in its Commitment under Section 9.05 or (vi) change the definition of "Availability Date" or Section 3.01(g).

9.05Successors and Assigns.



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9.06Collateral.Each of the Lenders represents to each Agent and each of the other Lenders that it in
good faith is not relying upon any "margin stock" (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement.

9.07California Law; Submission to Jurisdiction.This Agreement and each Note shall be construed in
accordance with and governed by the laws of the State of California. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Central District of
California and of any California State court sitting in Los Angeles, California for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated
hereby. The Borrower irrevocably, waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a
court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

9.08Counterparts; Integration.This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

9.09Several Obligations.The obligations of the Lenders hereunder are several. Neither the failure of
any Lender to carry out its obligations hereunder nor the failure of this Agreement to be duly authorized, executed and delivered by any Lender shall relieve any other Lender of its obligations
hereunder (or affect the rights hereunder of such other Lender). No Lender shall be responsible for the obligations of, or any action taken or omitted by, any other Lender hereunder.

9.10Sharing of Set-Offs.Each Lender agrees that if it shall, by exercising any right of
set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it and any Letter of Credit
Liabilities which is greater
than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to any Note and any Letter of Credit Liabilities held by such other
Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities held by the other Lenders, and such other adjustments
shall be made, as may be required so that all such payments of principal and interest with respect to the Notes and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro
rata;providedthat nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may
have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes. The Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights
of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such
participation.

9.11WAIVER OF JURY TRIAL.EACH OF THE BORROWER, THE AGENTS AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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9.12Confidentiality.The Lenders hereby agree to hold any confidential information that they may
receive from the Borrower or its Subsidiaries pursuant to this Agreement in confidence, except for disclosure: (a) to their respective Affiliates and to other parties to this Agreement;
(b) to legal counsel and accountants for any such party; (c) to other professional advisors to any such party, provided that the recipient has accepted such information subject to a
confidentiality agreement substantially similar to this paragraph or has notified such professional advisors of the confidentiality of such information; (d) to regulatory officials having
jurisdiction over that Lender; (e) to any Gaming Board; (f) as required by law or legal process (provided that the Lender shall endeavor, to the extent it may do so under applicable law,
to give the Borrower reasonable prior notice thereof to allow the Borrower to seek a protective order) or in connection with any legal proceeding to which that Lender and the Borrower are adverse
parties; and (g) to another financial institution in connection with a disposition or proposed disposition to that financial institution of all or part of that Lender's interests hereunder or a
participation interest in its Note, provided that the recipient has accepted such information subject to a confidentiality agreement substantially similar to this Section. For purposes of the
foregoing, "confidential information" shall mean any information respecting the Borrower or its Subsidiaries reasonably considered by them to be confidential, other than (i) information
previously filed with any governmental agency and available to the public, (ii) information previously published in any public medium from a source other than, directly or indirectly, that
Lender, and (iii) information previously disclosed by the Borrower or its Subsidiaries to any person not associated therewith without a confidentiality agreement substantially similar to this
Section. Nothing in this Section shall be construed to create or give rise to any fiduciary duty on the part of any Lender.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the Borrower, the Administrative Agent and the Lenders have caused this Agreement to be duly executed by their respective authorized officers as of the day and
year first above written.

| |  | PARK PLACE ENTERTAINMENT CORPORATION          
| |  | ----------------------------------------------
| |  | By:                                           
| |  |                                               
| |  |                                               
| |  | BANK OF AMERICA, N.A., as Administrative Agent
| |  | By:                                           
| |  |                                               

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| |  | BANK OF AMERICA, N.A., as a Lender
| |  | ----------------------------------
| |  | By:                               
| |  |                                   
| |  |                                   
| |  | BANKERS TRUST COMPANY             
| |  | By:                               
| |  |                                   
| |  | THE BANK OF NOVA SCOTIA           
| |  | By:                               
| |  |                                   

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| |  | THE BANK OF NEW YORK      
| |  | --------------------------
| |  | By:                       
| |  |                           
| |  | SOCIÉTÉ GÉNÉRALE          
| |  | By:                       
| |  |                           
| |  | CREDIT SUISSE FIRST BOSTON
| |  | By:                       
| |  |                           
| |  |                           

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| |  | FIRST UNION NATIONAL BANK
| |  | -------------------------
| |  | By:                      
| |  |                          
| |  |                          
| |  | WACHOVIA BANK, N.A.      
| |  | By:                      
| |  |                          
| |  | WELLS FARGO BANK, N.A.   
| |  | By:                      
| |  |                          

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| |  | COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
| |  | --------------------------------------------------
| |  | By:                                               
| |  | By:                                               
| |  |                                                   
| |  | CREDIT LYONNAIS LOS ANGELES BRANCH                
| |  | By:                                               
| |  | FLEET NATIONAL BANK                               
| |  | By:                                               
| |  |                                                   

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| |  | U.S. BANK NATIONAL ASSOCIATION                                  
| |  | ----------------------------------------------------------------
| |  | By:                                                             
| |  |                                                                 
| |  | ERSTE BANK, DER OESTERREICHISCHEN SPARKASSEN AG, NEW YORK BRANCH
| |  | By:                                                             
| |  | By:                                                             
| |  |                                                                 
| |  | FIRST TENNESSEE BANK NATIONAL ASSOCIATION                       
| |  | By:                                                             
| |  |                                                                 

51

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| |  | TRUSTMARK NATIONAL BANK                                               
| |  | ----------------------------------------------------------------------
| |  | By:                                                                   
| |  |                                                                       
| |  | THE FUJI BANK, LIMITED,
a member of Mizuho Financial Group as co-agent
| |  | By:                                                                   
| |  |                                                                       

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| |  | THE INDUSTRIAL BANK OF JAPAN, LIMITED
a member of Mizuho Financial Group as co-agent
| |  | ------------------------------------------------------------------------------------
| |  | By:                                                                                 
| |  |                                                                                     
| |  |                                                                                     
| |  |                                                                                     
| |  |                                                                                     
| |  | THE PEOPLES BANK, BILOXI, MISSISSIPPI                                               
| |  | By:                                                                                 
| |  |                                                                                     

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SCHEDULE 1  Pricing ScheduleMulti-Year Credit Facility

This Schedule 1 is attached to and made a part of the Multi-Year Credit Agreement dated as of August 23, 2001, among Park Place
Entertainment Corporation, a Delaware corporation, the Lenders, Syndication Agent and Documentation Agent referred to therein, Bank of America, N.A., as Administrative Agent, and Banc of
America Securities LLC as Lead Arranger and Sole Book Manager (the "Credit Agreement"). Capitalized terms used in this Schedule 1 are used with the meanings set forth for those terms in the
Credit Agreement.

The
"Euro-Dollar Margin," "Base Rate Margin,""Facility Fee Rate" and "LC Fee Rate" referred to in the Credit Agreement shall be determined for any day on the basis of the
Status (as defined below) of the Borrower as of that date,providedthat in the event that the Borrower fails to deliver any Compliance Certificate or
Pricing Certificate on the date when required by Section 5.01, and it is ultimately determined that the Status of Borrower would have been changed on the basis of such delivery, then
(a) the rate at which interest, facility fees, and letter of credit fees accrue under the Credit Agreement shall be increased in accordance with this Schedule, with retroactive effect to the
first day of the Pricing Period to which such Compliance Certificate or Pricing Certificate relates, and (b) Borrower shall, within 10 Business Days of a request by the Administrative Agent,
make such additional payments to the Lenders through the Administrative Agent as are required to give effect to such increased interest rates, facility fees and letter of credit fees in respect of any
payments previously made by Borrower. As of each date of determination, the Euro-Dollar Margin, Facility Fee Rates and LC Fee Rates shall equal the percentages set forth below under
the column corresponding to the Status that exists on such day,providedthat the Euro-Dollar Margin shall be increased or decreased by the
"Margin Adjustment" described below:

|Status             |  | Level I |   | Level II |   | Level III |   | Level IV |   | Level V |   | Level VI |  
|------------------ |  | ------- | - | -------- | - | --------- | - | -------- | - | ------- | - | -------- | -
|Facility Fee Rate  |  | 0.100   | % | 0.125    | % | 0.150     | % | 0.200    | % | 0.250   | % | 0.300    | %
|Euro-Dollar Margin |  | 0.500   | % | 0.625    | % | 0.850     | % | 0.925    | % | 1.125   | % | 1.450    | %
|LC Fee Rate        |  | 0.600   | % | 0.750    | % | 1.000     | % | 1.125    | % | 1.375   | % | 1.750    | %

The
"Base Rate Margin" shall, as of each date of determination, be the percentage, not less than 0.000% per annum, which is equal to then prevailing Euro-Dollar Margin
(after adjustment upwards or downwards by the Margin Adjustment),minus1.250%

As
of each date of determination, the Status of the Borrower shall be determined on the basis of:



whichever
such criteria yields the more favorable pricing to the Borrower according to the following standards:

"Level I
Status" exists at any date if, at such date, either (x) the Debt Rating assigned by S&P is A- or higher or the Debt Rating assigned by Moody's is A3
or higher, or (y) the Applicable Leverage Ratio is less than 1.50:1.

"Level II
Status" exists at any date if, at such date, (i) either (x) the Debt Rating assigned by S&P is BBB+ or higher or the Debt Rating assigned by Moody's is
Baa1 or higher, or (y) the Applicable Leverage Ratio is less than 2.25:1 and (ii) Level I Status does not exist.

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"Level III Status" exists at any date, if, at such date, (i) either (x) the Debt Rating assigned by S&P is BBB or higher or the Debt Rating assigned by Moody's is
Baa2 or higher, or (y) the Applicable Leverage Ratio is less than 3.00:1 and (ii) neither Level I Status nor Level II Status exists.

"Level IV
Status" exists at any date, if, at such date, (i) either (x) the Debt Rating Assigned by S&P is BBB- or higher or the Debt Rating assigned
by Moody's is Baa3 or higher, or (y) the Applicable Leverage Ratio is less than 3.75 and (ii) none of Level I Status, Level II Status or Level III Status exists.

"Level V
Status" exists at any date, if, at such date, (i) either (x) the Debt Rating assigned by S&P is BB+ or higher or the Debt Rating assigned by Moody's is
Ba1 or higher or (y) the Applicable Leverage Ratio is less than 4.25:1 and (ii) none of Level I Status, Level II Status, Level III Status or Level IV Status
exists.

"Level VI
Status" exists at any date if, at such date, no such other Status exists.

For
purposes of this Schedule, the following terms have the following meanings, subject to the final two paragraphs of this Schedule:

"Margin
Adjustment" means, (a) as of any date of determination when the Applicable Leverage Ratio is in excess of 3.50:1 but equal to or less than 4.00:1, an incremental
interest margin of 0.075% per annum to be added to the Euro-Dollar Margin in determining the rate applicable to Euro-Dollar Loans,
(b) as of any date of determination when the Applicable Leverage Ratio is in excess of 4.00:1 but equal to or less than 4.75:1, an incremental interest margin of 0.150% per annum to be added to
the Euro-Dollar Margin in determining the rate applicable to Euro-Dollar Loans, (c) as of any date of determination when the Applicable Leverage Ratio is in excess of
4.75:1, an incremental interest margin of 0.225% per annum to be added to the Euro-Dollar Margin in determining the rate applicable to Euro-Dollar Loans, and (d) as of
any date of determination when the Applicable Leverage Ratio is less than 2.00:1, a deduction of 0.075% per annum to be subtracted from the Euro-Dollar Margin in determining the rate
applicable to Euro-Dollar Loans.

"Debt
Rating" means, as of any date of determination, the rating assigned by the Rating Agencies to the senior unsecured long-term debt securities of the Borrower without
third-party credit enhancement (and any rating assigned to any other debt security of the Borrower shall be disregarded) as of the close of business on such date, provided that (a) if such
securities receive a split-rating and the rating differential is one level, the higher of the two ratings will apply (e.g. A-/Baa1 results in Level I Status and A-/Baa2
results in Level II Status), and (b) if the Borrower is split-rated and the ratings differential is more than one level, the average of the two ratings (or the higher of any two
intermediate ratings) shall be used (e.g. A-/Baa2 results in Level II Status, as does A-/Baa3).

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