EXHIBIT 4.1

EXECUTION

AMENDMENT NO. 3 TO FIVE YEAR CREDIT AGREEMENT

This Amendment No. 3 to Five Year Credit Agreement dated as of August 23, 2001 (this "Amendment") is entered into with reference to the Five Year
Credit Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the
"Credit Agreement"), among PARK PLACE ENTERTAINMENT CORPORATION, the Lenders, Syndication Agent and Documentation Agents referred to therein, and BANK OF AMERICA, N.A., as Administrative Agent.
Capitalized terms used in this Amendment and not otherwise defined herein are used with the meanings set forth for those terms in the Credit Agreement. The Borrower and the Administrative Agent
(acting with the consent of the Required Lenders pursuant to Section 9.04 of the Credit Agreement) hereby agree with reference to the following facts:

A.  Concurrently
with the effectiveness of this Amendment, the Borrower is entering into a $1,430,000,000 Multi-Year Credit Agreement of even date herewith
with the lenders named therein and Bank of America as Administrative Agent providing for a two year extension of the maturity of the Credit Agreement following the termination of the Credit Agreement;

B.  Concurrently
with the effectiveness of this Amendment, the Borrower is entering into a $1,500,000,000 Short Term Credit Agreement dated as of August 23, 2001
with certain lenders named therein, and Bank of America, N.A., as Administrative Agent (the "Short Term Credit Agreement") to become effective on August 23, 2001 (concurrently with the
termination of the Borrower's existing Short Term Credit Agreement dated as of August 28, 2000);

C.  The
Borrower has requested an increase in the amount of the credit facilities provided under the Credit Agreement to be effective concurrently with the
effectiveness of this Amendment.

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

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

1.Exercise of Commitment Increase Option.It is agreed that the Commitment is hereby increased to the
principal amount of $2,032,000,000 concurrently with the effectiveness of this Amendment in accordance with Section 2.23 of the Agreement, notwithstanding any technical
non-conformity with the procedures set forth in that Section, with the increased commitment being assumed by the Lenders which are party to the Joinder and Assumption Agreement described
in Section 4 hereof. In furtherance of the foregoing, the definition of "Commitment" is hereby amended to read in full as follows:



2.Section 2.15Extensions of the Termination Date.Section 2.15 of the
Credit Agreement is hereby deleted in its entirety.

1

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3.Section 5.09Use of Proceeds.Section 5.09 of the Credit Agreement is
hereby amended to read in full as follows:



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



Fiscal Quarters Ending

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

4.75:1.00Later Fiscal Quarters

4.50:1.00."


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



6.Representations and Warranties.The Borrower represents and warrants to the Administrative Agent and
the Lenders that, as of the date of this Amendment, no Default or Event of Default has occurred and remains continuing.

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

2

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

| |  | PARK PLACE ENTERTAINMENT CORPORATION                                            
| |  | --------------------------------------------------------------------------------
| |  | By:                                                                             
| |  | BANK OF AMERICA, N.A., as Administrative Agent on behalf of the Required Lenders
| |  | By:                                                                             

3

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|BANK OF AMERICA, N.A.[Name of Lender] |  |                  
|------------------------------------- |  | -----------------
|By:                                   |  | /s/GEORGE HAUSLER
|Title:                                |  | Managing Director

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|BANKERS TRUST COMPANY[Name of Lender] |  |                    
|------------------------------------- |  | -------------------
|By:                                   |  | /s/STEVEN P. LAPHAM
|Title:                                |  | Director           

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of
August 28, 2000, the "Credit Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as
Administrative Agent. Capitalized terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|THE BANK OF NOVA SCOTIA[Name of Lender] |  |                  
|--------------------------------------- |  | -----------------
|By:                                     |  | /s/JED RICHARDSON
|Title:                                  |  | Director         

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|SOCIÉTÉ GÉNÉRALE[Name of Lender] |  |                   
|-------------------------------- |  | ------------------
|By:                              |  | /s/CARINA T. HUYNH
|Title:                           |  | Vice President    

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|FIRST UNION NATIONAL BANK[Name of Lender] |  |                      
|----------------------------------------- |  | ---------------------
|By:                                       |  | /s/MARK B. FELKER    
|Title:                                    |  | Senior Vice President

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|WELLS FARGO BANK, NATIONAL ASSOCIATION[Name of Lender] |  |                      
|------------------------------------------------------ |  | ---------------------
|By:                                                    |  | /s/BRAD PETERSON     
|Title:                                                 |  | Senior Vice President

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|THE BANK OF NEW YORK[Name of Lender] |  |                   
|------------------------------------ |  | ------------------
|By:                                  |  | /s/MEHRASA RAYGANI
|Title:                               |  | Vice President    

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[Exhibit A to Amendment]        CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of
August 28, 2000, the "Credit Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as
Administrative Agent. Capitalized terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES[Name of Lender] |  |                       
|------------------------------------------------------------------ |  | ----------------------
|By:                                                                |  | /s/CHRISTIAN JAGENBERG
|Title:                                                             |  | SVP and Manager       
|By:                                                                |  | /s/WERNER SCHMIDBAUER 
|Title:                                                             |  | SVP                   

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES[Name of Lender] |  |                     
|-------------------------------------------------------------------- |  | --------------------
|By:                                                                  |  | /s/DEBORAH CARLSON  
|Title:                                                               |  | Director            
|By:                                                                  |  | /s/STEPHEN A. KOVACH
|Title:                                                               |  | Associate           

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[Exhibit A to Amendment]        CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the
form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by the parties thereto.

|THE FUJI BANK, LIMITED[Name of Lender] |  |                        
|-------------------------------------- |  | -----------------------
|By:                                    |  | /s/MR. SHINZO NISHITATE
|Title:                                 |  | Director               

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[Exhibit A to Amendment]        CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|THE INDUSTRIAL BANK OF JAPAN, LIMITED[Name of Lender] |  |                         
|----------------------------------------------------- |  | ------------------------
|By:                                                   |  | /s/STEVEN SAVOLDELLI    
|Title:                                                |  | Vice President & Manager

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|WACHOVIA BANK N.A.[Name of Lender] |  |               
|---------------------------------- |  | --------------
|By:                                |  | /s/SHAWN JANKO
|Title:                             |  | Vice President

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|CREDIT LYONNAIS LOS ANGELES BRANCH[Name of Lender] |  |                              
|-------------------------------------------------- |  | -----------------------------
|By:                                                |  | /s/DIANNE M. SCOTT           
|Title:                                             |  | Senior Vice President/Manager

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of
August 28, 2000, the "Credit Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as
Administrative Agent. Capitalized terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|U.S. BANK NATIONAL ASSOCIATION[Name of Lender] |  |                 
|---------------------------------------------- |  | ----------------
|By:                                            |  | /s/SCOTT J. BELL
|Title:                                         |  | Vice President  

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|ERSTE BANK[Name of Lender] |  |                                              
|-------------------------- |  | ---------------------------------------------
|By:                        |  | /s/ROBERT J. WAGMAN                          
|Title:                     |  | Vice President, Erste Bank New York Branch   
|By:                        |  | /s/JOHN S. RUNNION                           
|Title:                     |  | Managing Director, Erste Bank New York Branch

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|FIRST TENNESSEE BANK NATIONAL ASSOCIATION[Name of Lender] |  |                       
|--------------------------------------------------------- |  | ----------------------
|By:                                                       |  | /s/JAMES H. MOORE, JR.
|Title:                                                    |  | Senior Vice President 

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|THE TOKAI BANK, LIMITEDNEW YORK BRANCH[Name of Lender] |  |                          
|------------------------------------------------------- |  | -------------------------
|By:                                                     |  | /s/SHINICHI NAKATANI     
|Title:                                                  |  | Assistant General Manager

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|TRUSTMARK NATIONAL BANK[Name of Lender] |  |                    
|--------------------------------------- |  | -------------------
|By:                                     |  | /s/CRAIG E. SOSEBEE
|Title:                                  |  | Vice President     

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|THE PEOPLES BANK, BILOXI, MS[Name of Lender] |  |                     
|-------------------------------------------- |  | --------------------
|By:                                          |  | /s/CHEVIS C. SWETMAN
|Title:                                       |  | President and CEO   

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of
August 28, 2000, the "Credit Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as
Administrative Agent. Capitalized terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|BANK OF SCOTLAND[Name of Lender] |  |                 
|-------------------------------- |  | ----------------
|By:                              |  | /s/JOSEPH FRATUS
|Title:                           |  | Vice President  

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Five Year Credit
Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000, the "Credit
Agreement"), among Park Place Entertainment Corporation, the Lenders, Syndication Agent and Documentation Agents referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms in the Credit Agreement.

The
undersigned hereby consents to the execution and delivery of the proposed Amendment No. 3 to Five Year Credit Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form of the draft presented to the undersigned, and the execution and delivery of the proposed Joinder and Assumption Agreement attached to said Amendment No. 3 by
the parties thereto.

|HIBERNIA NATIONAL BANK[Name of Lender] |  |                 
|-------------------------------------- |  | ----------------
|By:                                    |  | /s/ROSS S. WALES
|Title:                                 |  | Vice President  

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[Exhibit B to Amendment]

JOINDER AND ASSUMPTION AGREEMENT

THIS JOINDER AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of August 23, 2001 is among Park Place Entertainment Corporation (the "Borrower")
Bankers Trust Company and The Fuji Bank, Limited (the "Increasing Lenders"), and Bank of America, N.A., as the Administrative Agent, pursuant to the Five Year Credit Agreement referred to below among
the Borrower, the Lenders referred to therein and Administrative Agent. Capitalized terms used but not defined in this Agreement shall have the meanings defined for those terms in the Credit
Agreement.

RECITALS

A.  Pursuant
the Five Year Credit Agreement dated as of December 31, 1998 among the Borrower, the lenders referred to therein, and the Administrative Agent (as
amended by Amendment No. 1 dated as of August 31, 1999 and Amendment No. 2 dated as of August 28, 2000 and as further amended from time to time (including by Amendment
No. 3 as hereinafter defined), the "Credit Agreement"), such lenders have heretofore provided a $2,000,000,000 senior credit facility to the Borrower.

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

C.  Concurrently
herewith, the Credit Agreement is being amended pursuant to an Amendment No. 3 thereto (the "Amendment No. 3"), and it is intended that
the transactions contemplated herein shall become effective concurrently with the effectiveness of such Amendment No. 3.

D.  Each
of the Increasing Lenders has agreed to assume an increased Commitment under the Credit Agreement.



AGREEMENT

1.Effective Date.Concurrently with the effectiveness of the Amendment No. 3, the assumptions
and increase in the Commitments described herein shall be effective (such date being referred to herein as the "Amendment Date"). The Administrative Agent shall provide prompt notice of the Amendment
Date to the parties hereto.

2.Assumption by Increasing Lenders.By signing this Agreement and under and pursuant to
Section 2.23 of the Credit Agreement, each of the Increasing Lenders severally agrees that, as of the Amendment Date, its Commitment shall be increased to the amount as described in a separate
writing provided to each Increasing Lender by the Administrative Agent.

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

4.Representations and Warranties of Increasing Lenders.Each Increasing Lender hereby severally
represents and warrants as follows:



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

6.Beneficiaries of this Agreement.Each Increasing Lender hereby severally acknowledges and agrees
that the Agreement set forth herein are for the express benefit of the Borrower, the Administrative Agent and the other Lenders and their respective successors and permitted assigns.

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



| |  | "Increasing Lenders"  
| |  | ----------------------
| |  | BANKERS TRUST COMPANY 
| |  | By:                   
| |  | Name:                 
| |  | Title:                
| |  | THE FUJI BANK, LIMITED
| |  | By:                   
| |  | Name:                 
| |  | Title:                

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|ACKNOWLEDGED AND AGREED TO:                    |  |                                                                                       
|---------------------------------------------- |  | --------------------------------------------------------------------------------------
|BANK OF AMERICA, N.A.,
as Administrative Agent |  |                                                                                       
|By:                                            |  | /s/JANICE HAMMONDJanice Hammond, Vice President                                       
|PARK PLACE ENTERTAINMENT CORPORATION           |  |                                                                                       
|By:                                            |  | /s/SCOTT LAPORTAScott A. LaPorta, Executive Vice President and Chief Financial Officer

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