**Exhibit 4.2**

 

AMENDMENT NO. 6 TO FIVE YEAR CREDIT AGREEMENT

 

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

 

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

 

1.             Section 2.23 – IncreasedCommitments – Additional Lenders. Section 2.23 of the Credit Agreement is hereby amended to read infull as follows:

 

2.23         IncreasedCommitments; Additional Lenders.

 

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

 

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

 

(c)           An increase in the aggregate amountof the Commitments pursuant to this Section 2.23 shall become effective uponthe receipt by the Administrative Agent of an agreement in form and substancesatisfactory to the Administrative Agent signed by the Borrower, by eachAdditional Lender and by each other Lender whose Commitment is to be increased,setting forth the new Commitments of such Lenders and setting forth theagreement of each Additional Lender to become a party to this Agreement and tobe bound by all the terms and provisions hereof, together with such evidence ofappropriate corporate authorization on the part of the Borrower with respect tothe Increased Commitments and such opinions of counsel for the Borrower withrespect to the Increased Commitments as the Administrative Agent may reasonablyrequest.

 

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2.             Exercise of Commitment IncreaseOption.  It is agreed that theaggregate amount of the Commitments is hereby increased to the principal amountof $2,317,736,434 concurrently with the effectiveness of this Amendment inaccordance with Section 2.23 of the Agreement, notwithstanding anytechnical nonconformity with the procedures set forth in that Section, with theincreased commitment being assumed by the Lenders which are party to theJoinder and Assumption Agreement described in Section 4 hereof.  In furtherance of the foregoing, thedefinition of “Commitment” is hereby amended to read in full as follows:

 

“Commitment”means, as to each Lender, the commitment of that Lender to make Loans and toparticipate in Letters of Credit and Swing Line Loans, in each case as suchamount may be reduced from time to time pursuant to Section 2.12, 2.13 or2.14, or increased pursuant to Section 2.23.  As of August 12, 2003, the aggregate amount of theCommitments under this Agreement is $2,317,736,434.

 

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

 

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

 

4.             ConditionsPrecedent.  The effectiveness ofthis Amendment shall be conditioned upon the receipt by the AdministrativeAgent of :

 

(a)           writtenconsents hereto executed by the Required Lenders, substantially in the form ofExhibit A hereto;

 

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

 

(c)           Notesfor each new Lender becoming a party to the Credit Agreement pursuant to theJoinder and Assumption Agreement in the amounts of their respectiveCommitments; and;

 

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

 

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

 

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6.             Confirmation. In all otherrespects, the terms of the Credit Agreement and the other Loan Documents arehereby confirmed.

 

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IN WITNESSWHEREOF, the Borrower and the Administrative Agent have executed this Amendmentas of the date first written above by their duly authorized representatives.

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

 

4

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[Exhibit A to Amendment]

 

CONSENT OF LENDER

 

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

 

The undersigned is a party to the Credit Agreement andhereby consents to the execution and delivery of the proposed AmendmentNo. 6 to Five Year Credit Agreement by the Administrative Agent on behalfof the Lenders party to the Credit Agreement, substantially in the form of thedrafts presented to the undersigned.

 

 
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| [Name of Lender] |   |   |   |   |
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| By:              |   |   |   |   |   |
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A-1

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[Exhibit B to Amendment]

 

JOINDER ANDASSUMPTION AGREEMENT

 

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

 

RECITALS

 

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

 

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

 

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

 

D.            TheIncreasing Lender has agreed to assume an Increased Commitment under the CreditAgreement.

 

NOW THEREFORE, the parties hereto agrees as follows:

 

AGREEMENT

 

1.             EffectiveDate.  Concurrently with theeffectiveness of the Amendment No. 6, the assumptions and increase in theCommitments described herein shall be effective (such date being referred toherein as the “Amendment Date”). The Administrative Agent shall provide promptnotice of the Amendment Date to the parties hereto.

 

2.             Assumptionby the Increasing Lender.  Bysigning this Agreement and under and pursuant to Section 2.23 of theCredit Agreement, the Increasing Lender agrees that, as of the Amendment Date,its Commitment shall be increased to$                    .

 

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3.             NoModifications of Credit Agreement. Nothing contained in this Agreement shall be construed to amend ormodify the terms of the Loan Documents other than to effectuate the joinder andassumptions contemplated herein.

 

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

 

(a)           Increasing Lender has dulyauthorized, executed and delivered this Agreement and it is legally entitled toenter into the transactions contemplated herein.

 

(b)           Increasing Lender has obtained allconsents, if any, which are required for the increase in its Commitmentpursuant hereto, including the consent of each Lender or other financialinstitution, if any, to which such Increasing Lender has granted aparticipation in its Commitment.

 

5.             Fees.  In consideration for the joinder and assumptionsdescribed herein and the Increasing Lender’s agreement to increase itscommitments under that certain First Amended and Restated Multi-Year CreditAgreement of even date herewith by the amount of its Increased Commitmenthereunder, the Borrower shall pay to the Increasing Lender a fee in the amountset forth in the term sheet for such First Amended and Restated Multi-YearCredit Agreement posted on Intralinks by the Joint Lead Arrangers and JointBook Managers (as defined in the First Amended and Restated Multi-Year CreditAgreement).

 

6.             Beneficiariesof this Agreement.  The IncreasingLender hereby acknowledges and agrees that this Agreement is for the expressbenefit of the Borrower, the Administrative Agent and the other Lenders andtheir respective successors and permitted assigns.

 

7.             GoverningLaw.  This Agreement and thetransactions contemplated hereunder shall be governed by and construed andenforced in accordance with the laws of the State of California.

 

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IN WITNESSWHEREOF, each of the undersigned has executed this Agreement as of the datefirst above written.

 
|   | “Increasing Lender” |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   |                          |
|   | By:                           |   |
|   | Name:                         |   |
|   | Title:                        |   |
|        |                               |  |  |  |

 

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ACKNOWLEDGED AND AGREED TO:

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

 

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