Exhibit
4.1  Published CUSIP Number:   CREDIT AGREEMENT   dated as of  April 20, 2004  among  CAESARS ENTERTAINMENT, INC.  The Lenders, Co-Documentation Agents, Co-Syndication
Agents and Senior Managing Agents
Referred to Herein  and  BANK OF AMERICA, N.A.  as Administrative Agent  
  BANC OF AMERICA SECURITIES LLC  and  DEUTSCHE BANK SECURITIES, INC.  Joint Lead Arrangers and Joint Book Managers  
    ARTICLE I
  
  DEFINITIONS1.01
  Definitions1.02
  Accounting Terms
  and Determinations1.03
  Types of
  BorrowingsARTICLE II
  
  THE CREDITS2.01
  Commitments
  to Lend2.02
  Notice
  of Borrowings2.03
  Swing Line
  Loans2.04
  Conversion
  and Continuation of Committed Loans2.05
  Notice to Lenders;
  Funding of Loans2.06
  Notes2.07
  Interest Rates2.08
  Upfront Fees2.09
  Unused Fees2.10
  Letter
  of Credit Fees2.11
  Optional
  Termination or Reduction of Commitments by the Borrower2.12
  Optional
  Termination of Commitments by the Lenders2.13
  Scheduled
  Termination of Commitments2.14
  Optional
  Prepayments and Mandatory Term Loan Payments2.15
  General Provisions
  as to Payments2.16
  Funding Losses2.17
  Computation of
  Interest and Fees2.18
  Withholding Tax Exemption2.19
  Letters of
  Credit2.20
  Regulation D Compensation2.21
  Increased
  Commitments; Additional LendersARTICLE III
  
  CONDITIONS3.01
  Borrowings
  and Issuances of Letters of Credit3.02
  EffectivenessARTICLE IV
  
  REPRESENTATIONS
  AND WARRANTIES4.01
  Corporate Existence and
  Power  i 
   4.02
  Corporate and Governmental
  Authorization; Contravention4.03
  Binding Effect4.04
  Financial
  Information4.05
  Litigation4.06
  Compliance
  with ERISA4.07
  Taxes4.08
  Significant
  Subsidiaries4.09
  Not
  an Investment Company4.10
  Environmental
  Matters4.11
  Full Disclosure4.12
  Solvency4.13
  Gaming LawsARTICLE V
  
  COVENANTS5.01
  Information5.02
  Maintenance
  of Property; Insurance5.03
  Conduct
  of Business and Maintenance of Existence5.04
  Compliance
  with Laws5.05
  Inspection
  of Property, Books and Records5.06
  Negative Pledge5.07
  Consolidations,
  Mergers and Sales of Assets5.08
  Hostile
  Tender Offers5.09
  Use of Proceeds5.10
  Leverage Ratio5.11
  Interest
  Coverage Ratio5.12
  Limitations
  on Unrestricted SubsidiariesARTICLE VI
  
  DEFAULTS6.01
  Events of
  Default6.02
  Notice of
  Default6.03
  Cash CoverARTICLE VII
  
  THE
  ADMINISTRATIVE AGENT7.01
  Appointment and
  Authorization of Administrative Agent  ii 
   7.02
  Delegation
  of Duties7.03
  Liability of
  Administrative Agent7.04
  Reliance by
  Administrative Agent7.05
  Notice of
  Default7.06
  Credit Decision;
  Disclosure of Information by Administrative Agent7.07
  Indemnification
  of Administrative Agent7.08
  Administrative
  Agent in its Individual Capacity7.09
  Successor Administrative
  Agent7.10
  Administrative Agent May
  File Proofs of Claim7.11
  Other Agents;
  Arrangers and ManagersARTICLE VIII
  
  CHANGE IN
  CIRCUMSTANCES8.01
  Basis
  for Determining Interest Rate Inadequate or Unfair8.02
  Illegality8.03
  Increased Cost
  and Reduced Return8.04
  Base Rate Loans
  Substituted for Affected Euro-Dollar LoansARTICLE IX
  
  MISCELLANEOUS9.01
  Notices9.02
  No Waivers9.03
  Expenses; Documentary Taxes;
  Indemnification9.04
  Amendments
  and Waivers9.05
  Successors
  and Assigns9.06
  Collateral9.07
  California Law;
  Submission to Jurisdiction9.08
  Counterparts;
  Integration9.09
  Several
  Obligations9.10
  Sharing of
  Set-Offs9.11
  WAIVER
  OF JURY TRIAL9.12
  Confidentiality9.13
  USA
  PATRIOT Act Notice9.14
  Removal of
  a Lender9.15
  Gaming Boards  iii 
   9.16
  Gaming
  Regulations  Schedule:Schedule
  1
  -
  Pricing
  ScheduleList of Exhibits:Exhibit A
  -
  Form of Compliance CertificateExhibit B-1
  -
  Form of Term NoteExhibit B-2
  -
  Form of Revolving NoteExhibit C
  -
  Form of Pricing CertificateExhibit D
  -
  Form of Notice of BorrowingsExhibit E-1
  -
  Form of Opinion of Sills Cummis Epstein & Gross,
  P.C.Exhibit E-2
  -
  Form of Opinion of Latham & Watkins LLPExhibit F
  -
  Form of Assignment and Assumption Agreement  iv 
    CREDIT AGREEMENT  CREDIT AGREEMENT dated as
of April 20, 2004, among CAESARS ENTERTAINMENT, INC., the Lenders listed
on the signature pages hereto, Citicorp USA, Inc., Deutsche Bank Trust Company
Americas, JPMorgan Chase Bank and Societe Generale, as Co-Syndication Agents,
The Bank of Nova Scotia, Wachovia Bank, National Association and Wells Fargo
Bank, N.A., as Co-Documentation Agents, Commerzbank AG, New York and Grand
Cayman Branches and The Royal Bank of Scotland PLC, as Senior Managing Agents
and Bank of America, N.A., as Administrative Agent.  Banc of America Securities LLC and Deutsche Bank Securities, Inc.
are the Joint Lead Arrangers and Joint Book Managers for the Credit Agreement.  The Borrower has
requested that the Lenders provide a revolving credit and a term loan facility,
and the Lenders are willing to do so on the terms and conditions set forth
herein.  In consideration of the
mutual covenants and agreements herein contained, the parties hereto covenant
and agree as follows:  ARTICLE I  DEFINITIONS  1.01Definitions. 
The following terms, as used herein, have the following meanings:  Additional Lender has
the meaning set forth in Section 2.21.  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); provided
that, 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.  Agent-Related Persons
means the Administrative Agent, together with its Affiliates (including, in the
case of Bank of America in its capacity as the Administrative Agent, Banc of  
   America Securities
LLC), and the officers, directors, employees, agents and attorneys-in-fact of
such Persons and Affiliates.  Agents mean,
collectively, the Administrative Agent, the Co-Syndication Agents, 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 and (ii) in the case of its
Euro-Dollar Loans, its Euro-Dollar Lending Office.  Approved Fund has the
meaning set forth in Section 9.05(g).  Assignment Agreement
means an Assignment and Assumption substantially in the form of Exhibit F.  Attorney Costs means
and includes all reasonable fees, expenses and disbursements of any law firm
engaged to represent, or other external counsel to, the Administrative Agent
(or, if the context clearly so requires, any Lender or any Indemnitee) in
connection herewith or the transactions contemplated hereby.  Authorized Officer
means any of the controller, the treasurer or the chief financial officer of
the Borrower.  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 the higher 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) plus 1⁄2 of 1%
(50 basis points).  Base Rate Loan means a
Loan that bears interest based on the Base Rate.  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 Caesars
Entertainment, Inc., a Delaware corporation formerly known as Park Place
Entertainment 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  2 
   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 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 The Bank of Nova Scotia, Wachovia Bank, National Association and Wells Fargo
Bank, N.A., each in its capacity as documentation agent for the Lenders
hereunder.  The capacity of the
Co-Documentation Agents is titular in nature, and the Co-Documentation Agents
shall have no obligations or liabilities under the Loan Documents by reason of
acting in such capacity.  Commitment means for
each Lender, such Lenders Revolving Commitment and/or Term Loan Commitment.  Commitments means the
Revolving Commitments and the Term Loan Commitments.  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 of Exhibit 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, provided that
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.  3 
   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) non-cash items, provided that, in calculating Consolidated
EBITDA:  (a)the
operating results of each New Project which commences operations and records
not less than one full fiscal quarters operations during the relevant period
shall be annualized; and  (b)Consolidated
EBITDA shall be adjusted, on a pro forma basis, to include the operating
results of each resort or casino property acquired by the Borrower and its
Consolidated Subsidiaries during the relevant period and to exclude the
operating results of each resort or casino property sold or otherwise disposed
of by the Borrower and its Consolidated Subsidiaries, or whose operations are
discontinued during the relevant period.  Consolidated Interest
Expense means, for any period, net interest expense of the Borrower and its
Consolidated Subsidiaries for such period, determined in accordance with
generally accepted accounting principles, provided that in calculating
Consolidated Interest Expense for any period, the interest expenses of the
Borrower and its Consolidated Subsidiaries shall be adjusted for any
acquisition or disposition of any resort or casino property acquired or sold or
otherwise disposed of by the Borrower and its Consolidated 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.  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, except as otherwise provided in Section
1.02(b), any other entity the accounts of which would be consolidated with
those of the Borrower in its consolidated financial statements as of such date,
excluding all Unrestricted Subsidiaries.  4 
   Co-Syndication Agents
means Citicorp USA, Inc., Deutsche Bank Trust Company Americas, JPMorgan Chase
Bank and Societe Generale in their capacity as co-syndication agents for the
Lenders hereunder.  The capacity of the
Co-Syndication Agents is titular in nature, and the Co-Syndication Agents shall
have no obligations or liabilities under the Loan Documents by reason of acting
in such capacity.  Covered Subsidiary
means at any time any Restricted 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.  Debt Rating means, as
of any date of determination, the credit rating assigned as of the close of
business on such date to the Borrowers most senior unsecured public Debt (or
if the Committed Loans should then be rated, the rating assigned to the
Committed Loans) by a nationally recognized credit reporting agency selected by
the Borrower, reasonably approved by the Administrative Agent and not objected
to by the Required Lenders within five Business Days following notice of such
designation.  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.  Disqualification means,
with respect to any Lender: (a) the failure of that Person timely to file
pursuant to applicable Gaming Laws (i) any application requested of that Person
by any Gaming Board in connection with any licensing required of that Person as
a lender to the Borrower or (ii) any required application or other papers in
connection with determination of the suitability of that Person as a lender to
the Borrower; (b) the withdrawal by that Person (except where requested or
permitted by the Gaming Board) of any such application or other required
papers; or (c) any final determination by a Gaming Board pursuant to applicable
Gaming Laws (i) that such Person is unsuitable as a lender to the Borrower,
(ii) that such Person shall be disqualified as a lender to the Borrower or
(iii) denying the issuance to that Person of any license required under
applicable Gaming Laws to be held by all lenders to the Borrower.  Dollars and the sign
$ mean lawful money of the United States.  5 
   Domestic Business Day
means any day except a Saturday, Sunday or other day on which commercial banks
in New York City or Los Angeles 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) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d)
any other Person (other than a natural person) approved by (i) the
Administrative Agent and (ii) unless an Event of Default has occurred and is
continuing, the Borrower (each such approval not to be unreasonably withheld or
delayed); provided that notwithstanding the foregoing, Eligible
Assignee shall not include the Borrower or any of the Borrowers Affiliates or
Subsidiaries.  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 Loan that bears interest at a rate based on the Euro-Dollar Rate.  Euro-Dollar Margin has
the meaning set forth on Schedule 1.  Euro-Dollar Rate means
for any Interest Period with respect to any Euro-Dollar Loan:  6 
   (a)the
rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the page of the Telerate screen (or any
successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Euro-Dollar
Business Days prior to the first day of such Interest Period, or  (b)if
the rate referenced in the preceding clause (a) does not appear on such page or
service or such page or service shall not be available, the rate per annum
equal to the rate determined by the Administrative Agent to be the offered rate
on such other page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two Euro-Dollar
Business Days prior to the first day of such Interest Period, or  (c)if
the rates referenced in the preceding clauses (a) and (b) are not available,
the rate per annum determined by the Administrative Agent as the rate of
interest at which deposits in Dollars for delivery on the first day of such
Interest Period in same day funds in the approximate amount of the Euro-Dollar
Loan being made, continued or converted by Bank of America and with a term
equivalent to such Interest Period would be offered by Bank of Americas London
Branch to major banks in the London interbank eurodollar market at their
request at approximately 4:00 p.m. (London time) two Euro-Dollar Business Days
prior to the first day of such Interest Period.  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 Credit
Agreements means that certain First Amended and Restated Multi-Year Credit
Agreement dated as of August 12, 2003 among the Borrower, the lenders referred
to therein and Bank of America, N.A., as administrative agent, and that certain
Short Term Credit Agreement dated as of August 12, 2003 among the Borrower, the
lenders referred to therein and Bank of America, N.A., as administrative agent,
as the same may have been amended prior to the date hereof.  Federal Funds Rate
means, for any day, the rate per annum 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  7 
   Reserve Bank of
New York on the Domestic Business Day next succeeding such day; provided
that (a) 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 (b) if no such rate is so published on such next succeeding
Domestic Business Day, the Federal Funds Rate for such day shall be the average
rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged
to Bank of America on such day on such transactions as determined by the
Administrative Agent.  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, (f) the Indiana Gaming Commission, and (g) 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(h).  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, to purchase assets, goods, securities or services, to
take-or-pay 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, (y) performance or completion guarantees or (z) agreements to
keep-well or to maintain financial statement conditions.  The term Guarantee used as a verb has a
corresponding meaning.  IBOR Interest Period
means, with respect to any IBOR Rate Loan, each period commencing on the date
such Swing Line Loan is made or continued or converted from a Base Rate Loan to
an IBOR Rate Loan or the last day of the next preceding IBOR Interest Period
with respect to such IBOR Rate Loan, and ending at least one day but no more
than fifteen (15) days thereafter, as the Borrower may select as provided in
Section 2.03(a).  Notwithstanding the
foregoing: (a) each IBOR Interest Period shall end on a Domestic Business Day;
(b) no IBOR  8 
   Interest Period
may extend beyond the scheduled Termination Date; and (c) no more than four
IBOR Interest Periods shall be in effect at the same time.  IBOR Margin has the
meaning set forth on Schedule 1.  IBOR Rate means the
interest rate at which Bank of Americas Grand Cayman Banking Center, Grand
Cayman, British West Indies, would offer Dollar deposits for the applicable
IBOR Interest Period to other major banks in the offshore Dollar interbank
market.  IBOR Rate Loan means a
Swing Line Loan that bears interest at a rate based on the IBOR Rate.  Increased Commitment
has the meaning set forth in Section 2.21.  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,
with respect to each Euro-Dollar Borrowing, the period commencing on the date
of such Borrowing and ending one week or 1, 2, 3 or 6 months thereafter, as the
Borrower may elect in the applicable Notice of Borrowing or Notice of
Conversion/Continuation; provided that:  (a)any
Interest Period which would otherwise end on a day which is not a Euro-Dollar
Business Day shall be extended to the next succeeding Euro-Dollar Business Day
unless such Euro-Dollar Business Day falls in another calendar month, in which
case such Interest Period shall end on the next preceding Euro-Dollar Business
Day;  (b)any
Interest Period which begins on the last Euro-Dollar Business Day in a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall, subject to clause (c)
below, end on the last Euro-Dollar Business Day in the calendar month which is
the last calendar month which commences in such Interest Period; and  (c)any
Interest Period which would otherwise end after the Termination Date shall end
on the Termination Date, or, if such date is not a Euro-Dollar Business Day,
then on the next preceding Euro-Dollar Business Day.  Internal Revenue Code
means the Internal Revenue Code of 1986, as amended, or any successor statute.  Investment Grade means
that the Debt Rating assigned is a rating which, as reasonably determined by
the Administrative Agent, would be the lowest rating granted by the relevant
credit rating agency which is generally treated as investment grade in the
ratings regime of that credit rating agency.  9 
   Issuing Lender means
Bank of America, in its capacity as issuer of a Letter of Credit hereunder.  Joint Lead Arrangers and
Joint Book Managers means Banc of America Securities LLC and Deutsche Bank
Securities, Inc.  Following the date of
this Agreement, the Joint Lead Arrangers and Joint Book Managers shall have no
obligations or liabilities under the Loan Documents.  LC Fee Rate has the
meaning set forth in Section 2.10.  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 2.19.  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.  For
purposes of calculating the Leverage Ratio, Guarantees of indebtedness, up to
an aggregate amount of $400,000,000, made by the Borrower shall be excluded
from the calculation of Consolidated Debt, except for Guarantees of
indebtedness that the Borrower is required to reflect as a liability on the
Borrowers financial statements at the end of each quarter pursuant to
generally accepted accounting principles as in effect from time to time.  Should any amount of any Guarantee of
indebtedness become due and payable, such amount shall be included in the
Consolidated Debt calculation (without duplication of any amount otherwise
included in Consolidated Debt). 
Guarantees of indebtedness in excess of the aggregate $400,000,000 limit
shall be included dollar-for-dollar in the calculation of Consolidated Debt for
purposes of the Leverage Ratio definition.  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 Restricted 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.  10 
   Loan means a Base Rate
Loan, a Euro-Dollar Loan or an IBOR Rate Loan and Loans means Base Rate
Loans, Euro-Dollar Loans or IBOR Rate Loans or any combination of the
foregoing.  Loan Documents means
this Agreement, the Notes, the Swing Line Note and each other instrument,
document or agreement now or hereafter executed by the parties in furtherance
of this Agreement.  Material Plan means at
any time a Plan or Plans having aggregate Unfunded Liabilities in excess of
$25,000,000.  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 of Exhibit B hereto,
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 Borrowing (as defined in Section 2.02).  Notice of
Conversion/Continuation has the meaning set forth in Section 2.04.  Notice of Issuance has
the meaning set forth in Section 2.19 (b).  Obligations means all
present and future obligations of every kind or nature of the Borrower at any
time and from time to time owed to the Administrative Agent, the Issuing
Lender, the Swing Line Lender or the Lenders or any one or more of them, under
any one or more of the Loan Documents, whether due or to become due, matured or
unmatured, liquidated or unliquidated, or contingent or noncontingent, including
obligations of performance as well as obligations of payment, and including
interest that accrues after the commencement of any proceeding of the type
specified in clause (g) or (h) of Section 6.01 by or against the
Borrower, whether or not allowed as a claim in such proceeding.  Parent means, with
respect to any Lender, any Person controlling such Lender.  11 
   Participant has the
meaning set forth in Section 9.05(d).  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  than
Consolidated Interest Expense) incurred with respect to capital projects which
are classified as pre-opening expenses on the applicable financial statements
of the Borrower and its Consolidated Subsidiaries for such period, prepared in
accordance with generally accepted accounting principles.  Pricing Certificate
means a Pricing Certificate substantially in the form of Exhibit C
hereto, properly completed and signed by an Authorized Officer of the Borrower.  Pricing Period means
(a) the period beginning on the Effective 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.  Pro Rata Share means,
with respect to any Commitment of a Lender at any time, a fraction (expressed
as a percentage, carried out to the ninth decimal place), the numerator of
which is the amount of the respective Commitment of such Lender at such time
and the denominator of which is the amount of the aggregate amount of such
Commitments at such time.  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 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 Debt Rating is under publicly announced consideration for possible
downgrade by the applicable credit reporting agency) of a decrease in the Debt
Rating to below Investment Grade.  12 
   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.  Register has the
meaning set forth in Section 9.05(c).  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 of the aggregate unpaid principal amount of the Loans and the
aggregate amount of Letter of Credit Liabilities.  Restricted Subsidiary
means (a) each Subsidiary of the Borrower existing as of the Effective Date and
(b) each Subsidiary of the Borrower formed or acquired following the Effective
Date which is not designated by the Borrower as an Unrestricted Subsidiary.  Revolving Commitment
means, as to each Revolving 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 2.11,
2.12 or 2.13, or increased pursuant to Section 2.21.  As of the Effective Date, the aggregate amount of the Revolving
Commitments under this Agreement is $1,300,000,000 and the respective Pro Rata
Shares of the Revolving Lenders with respect to the Revolving Commitment are
set forth in the records of the Administrative Agent.  As of the Effective Date, each Revolving Lender has made a
Revolving Commitment which is equal to the amount of the Revolving Note issued
to that Lender on the Effective Date.  Revolving Credit Period
means the period from and including the Effective Date to but not including the
Termination Date.  Revolving Lender means
each Lender that holds a Revolving Commitment.  Revolving Loan means
each Loan made by a Revolving Lender under the Revolving Commitment.  Revolving Note means
the promissory note made by the Borrower to a Revolving Lender evidencing that
Lenders Pro Rata Share of the Revolving Commitment, substantially in the form
of Exhibit B-2, either as originally executed or as the same may from time
to time be supplemented, modified, amended, renewed, extended or supplanted.  Significant Subsidiary
means each Restricted Subsidiary of the Borrower at any time having (i) at
least 10% of the total consolidated assets of the Borrower and its Restricted  13 
   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 Restricted 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(h).  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.  Superior Investment
Grade means that the Debt Rating assigned by the relevant credit rating agency
is a rating which, as reasonably determined by the Administrative Agent, would
be a rating which is higher than the Debt Rating which is the Investment Grade
debt rating in the ratings regime of that credit rating agency.  Swing Line means the
revolving line of credit established by the Swing Line Lender in favor of
Borrower pursuant to Section 2.03.  Swing Line Documents
means the Swing Line Note and any other documents executed by Borrower in favor
of the Swing Line Lender in connection with the Swing Line.  Swing Line Lender
means, when acting in such capacity, Bank of America, its successors and
assigns.  Swing Line Loans means
Loans made by the Swing Line Lender to Borrower pursuant to Section 2.03.  Swing Line Note means
the promissory note made by the Borrower to the Swing Line Lender evidencing
the Swing Line Outstandings.  Swing Line Outstandings
means, as of any date of determination, the aggregate principal indebtedness of
the Borrower on all Swing Line Loans then outstanding.  14 
   Term Loan has the
meaning set forth in Section 2.01(a).  Term Loan Commitment
means, as to each Term Loan Lender, the commitment of that Lender to make its
Term Loan, as such amount may be increased pursuant to Section 2.21.  As of the Effective Date, the Term Loan
Commitment is $700,000,000 and the respective Pro Rata Shares of the Lenders
with respect to the Term Loan Commitment are set forth in the records of the
Administrative Agent.  Term Loan Lender means
each Lender that holds Term Loan and/or a Term Loan Commitment.  Term Note means the
promissory note made by the Borrower to a Term Loan Lender evidencing that
Lenders Pro Rata Share of the Term Loan Commitment, substantially in the form
of Exhibit B-1, either as originally executed or as the same may from time
to time be supplemented, modified, amended, renewed, extended or supplanted.  Termination Date means
April 20, 2009, or if such day is not a Euro-Dollar Business Day, the next
preceding Euro-Dollar Business Day.  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.  Unrestricted Subsidiary
means any Subsidiary created after the Effective Date designated by the
Borrower to be an Unrestricted Subsidiary by a then effective written notice to
the Administrative Agent; provided that Borrower may, by written notice
to the Administrative Agent, terminate any such designation if (i) at least one
year has passed since Subsidiary was designated as an Unrestricted Subsidiary
and (ii) no Default or Event of Default then exists or would result therefrom,
whereupon such Unrestricted Subsidiary shall become a Restricted Subsidiary
hereunder.  Unused Fee Rate means
the percentage per annum set forth in Schedule 1 as the Unused Fee Rate.  1.02Accounting Terms and Determinations.  (a)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  15 
   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.  (b)Notwithstanding
the foregoing, no entity that is consolidated with the Borrower solely as a
result of the application of the Financial Accounting Standard Boards
Interpretation 46 (Consolidation of Variable Interest Entities), as amended or
revised from time to time (FIN 46) and that does not otherwise satisfy the
criteria of the definition of the term Subsidiary shall be deemed to be a
Subsidiary of the Borrower for any purpose of this Agreement.  Accordingly, neither the earnings nor the Debt
of any such entity shall be included in the calculation of the financial
covenants hereunder nor shall any such entity be subject to any other
provisions of this Agreement solely as a result of FIN 46.  If, however, the Debt of any such entity is
recourse to the Borrower or any Restricted Subsidiary of the Borrower, such
Debt shall be included in the calculation of the financial covenants
hereunder.  For the avoidance of doubt,
any entity that satisfies the criteria of the definition of the term Subsidiary
shall be treated as such for all purposes of this Agreement.  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).  ARTICLE IITHE CREDITS  2.01Commitments to Lend.  (a)Subject
to the terms and conditions set forth in this Agreement, each Term Loan Lender
severally agrees to lend to the Borrower its Pro Rata Share of the Term Loan
Commitment (each individually, a Term Loan and, collectively, the Term
Loans).  Subject to Section 2.21,
the Term Loans shall be made by the Term Loan Lenders on the Effective
Date.  The Term Loans shall be made by
the Term Loan Lenders simultaneously and proportionately to their respective
Pro Rata Shares, it being understood that no Term Loan Lender shall be
responsible for any failure by any other Term Loan Lender to perform its
obligation to make any Term Loan hereunder nor shall the Term Loan Commitment
of any Term Loan Lender be increased or decreased as a result of any such
failure.  Once repaid, Term Loans may
not be reborrowed.  16 
   (b)During
the Revolving Credit Period each Revolving 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
outstanding principal amount of such Lenders Revolving Loans and such Lenders
Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities
at any one time outstanding shall not exceed the amount of such Lenders
Revolving Commitment, and (b) the aggregate principal outstanding amount of all
Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities
shall not exceed the aggregate Revolving 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
Borrowing of Revolving Loans shall be made from the several Revolving Lenders
ratably in proportion to their respective Pro Rata Shares of the Revolving
Commitment.  Within the foregoing
limits, the Borrower may borrow under this Section, repay, or to the extent
permitted by Section 2.14, prepay Revolving Loans and reborrow at any time
on or prior to the Termination Date under this Section.  The Revolving Loans shall mature, and the
principal amount thereof shall be due and payable, on the Termination Date.  2.02Notice of Borrowings.  The Borrower shall give the Administrative
Agent notice (a Notice of Borrowing), substantially in the form of Exhibit
D hereto, not later than 9:00 A.M. (California local time) on
(y) the date of each Base Rate Borrowing and (z) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:  (a)the
date of such Borrowing, which shall be a Domestic Business Day in the case of a
Base Rate Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar
Borrowing;  (b)the
aggregate amount of such Borrowing;  (c)whether
the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar
Loans; and  (d)in
the case of a Euro-Dollar Borrowing, the duration of the Interest Period
applicable thereto, subject to the provisions of the definition of Interest
Period.  Not more than twelve
Committed Borrowings which are Euro-Dollar Borrowings having different Interest
Periods shall be outstanding at any time.  2.03Swing Line Loans.  (a)The
Swing Line Lender shall from time to time from the Effective Date through
the day prior to the Termination Date make Swing Line Loans in Dollars to
Borrower in such amounts as Borrower may request, provided that
(i) after giving effect to such Swing Line Loan, (A) the aggregate
Swing Line Outstandings shall not exceed $30,000,000 and (B) the aggregate
principal outstanding amount of all Revolving Loans and Swing Line Loans plus
the Letter of Credit Liabilities shall not exceed the aggregate Revolving
Commitments, (ii) without the consent of all of the Revolving Lenders, no
Swing Line Loan may be made during the continuation of any Default or Event of
Default and (iii) the Swing Line Lender has not given at least twenty-four
hours prior  17 
   notice to Borrower that availability under the Swing
Line is suspended or terminated. 
Borrower may borrow, repay and reborrow under this Section.  Unless notified to the contrary by the Swing
Line Lender, borrowings under the Swing Line may be made in amounts which are
integral multiples of $500,000 and, in the case of an IBOR Rate Loan, for the
IBOR Interest Period selected by the Borrower, upon telephonic request by the
Borrower made to the Administrative Agent not later than 10:00 A.M.
(California local time) in the case of requests for Swing Line Loans bearing
interest by reference to the IBOR Rate or 1:00 P.M. (California local
time) in the case of requests for Swing Line Loans bearing interest by
reference to the Base Rate, on the Domestic Business Day of the requested Swing
Line Loan (which telephonic request shall be promptly confirmed in writing by
telecopier).  Promptly after receipt of
such a request for a Swing Line Loan, the Administrative Agent shall provide
telephonic verification to the Swing Line Lender that the requested Swing Line
Loan is in conformity with this Section. 
Unless the Swing Line Lender otherwise agrees, each repayment of a Swing
Line Loan shall be in an amount which is an integral multiple of $500,000.  If Borrower instructs the Swing Line Lender
to debit its demand deposit account at the Swing Line Lender in the amount of
any payment with respect to a Swing Line Loan, or the Swing Line Lender
otherwise receives repayment, after 3:00 p.m. (California local time), on
a Domestic Business Day, such payment shall be deemed received on the next
Domestic Business Day.  The Swing Line
Lender shall promptly notify the Administrative Agent of the Swing Line
Outstandings each time there is a change therein.  (b)The
Swing Line Lender shall be responsible for submitting invoices to Borrower for
such interest.  The interest payable on
Swing Line Loans shall be solely for the account of the Swing Line Lender
unless and until the Lenders fund their participations therein pursuant to
clause (d) of this Section.  (c)All
Swing Line Loans bearing interest by reference to the Base Rate shall be
payable on demand made by the Swing Line Lender and in any event on the
Termination Date, and all IBOR Rate Loans shall be payable on the maturity of
the relevant IBOR Interest Period and in any event on the Termination Date.  (d)Upon
the making of a Swing Line Loan, each Revolving Lender shall be deemed to have
purchased from the Swing Line Lender a participation therein in an amount equal
to that Lenders Pro Rata Share of the Revolving Commitment of such Swing Line
Loan.  Upon demand made by the Swing
Line Lender, each Revolving Lender shall, according to its Pro Rata Share of
the Revolving Commitment, promptly provide to the Swing Line Lender its
purchase price therefor in an amount equal to its participation therein.  The obligation of each Revolving Lender to
so provide its purchase price to the Swing Line Lender shall be absolute and
unconditional and shall not be affected by the occurrence of a Default or Event
of Default.  Each Revolving Lender that
has provided to the Swing Line Lender the purchase price due for its
participation in Swing Line Loans shall thereupon acquire a pro rata
participation, to the extent of such payment, in the claim of the Swing Line
Lender against Borrower for principal and interest and shall share, in
accordance with that pro rata participation, in any principal payment made by
Borrower with respect to such claim and in any interest payment made  18 
   by Borrower (but only with respect to periods
subsequent to the date such Lender paid the Swing Line Lender its purchase
price) with respect to such claim.  (e)In
the event that the Swing Line Outstandings are in excess of $10,000,000 on three consecutive
Domestic Business Days then, on the next Domestic Business Day (unless Borrower
has made other arrangements acceptable to the Swing Line Lender to reduce the
Swing Line Outstandings below $10,000,000), Borrower shall request a Borrowing
of Revolving Loans in an amount sufficient to reduce the Swing Line
Outstandings below $10,000,000.  In
addition, upon the expiry of any IBOR Interest Period or any demand for payment
of any Swing Line Outstandings by the Swing Line Lender (unless Borrower has
made other arrangements acceptable to the Swing Line Lender to reduce the Swing
Line Outstandings to $0), Borrower shall request a Borrowing of Revolving Loans
in an amount sufficient to repay all Swing Line Outstandings (and, for this
purpose, the limitations as to the minimum amounts of Base Rate Borrowings set
forth in Section 2.01(b) shall not apply).  In each case, the Administrative Agent shall automatically
provide the responsive Loans made by each Revolving Lender to the Swing Line
Lender (which the Swing Line Lender shall then apply to the Swing Line
Outstandings).  In the event that
Borrower fails to request a Borrowing within the time specified by
Section 2.02 on any such date, the Administrative Agent may, but shall not
be required to, without notice to or the consent of Borrower, cause Revolving
Loans to be made by the Revolving Lenders under their Revolving Commitments in
amounts which are sufficient to reduce the Swing Line Outstandings as required
above.  The conditions precedent set
forth in Section 3.01 shall not apply to Revolving Loans to be made by the
Revolving Lenders pursuant to the three preceding sentences.  The proceeds of such Revolving Loans shall
be paid directly to the Swing Line Lender for application to the Swing Line
Outstandings.  2.04Conversion 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 9:00 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, or a continuation of, a Euro-  19 
   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.  If the Borrower fails to give a timely
Notice of Conversion/Continuation with respect to any Euro-Dollar Loans, then
the applicable Committed Loans shall be converted to Base Rate Loans.  Any such automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Euro-dollar Loans, subject to the
Borrowers right to thereafter convert such Base Rate Loans to Euro-Dollar
Loans pursuant to this Section 2.04.  2.05Notice to Lenders; Funding of Loans.  (a)Upon
receipt of a Notice of Borrowing, the Administrative Agent shall promptly
notify each Lender of the contents thereof and of such Lenders share (if any)
of such Borrowing and such Notice of Borrowing shall not thereafter be
revocable by the Borrower.  (b)Not
later than 11:00 A.M. (California local time) on the date of each
Borrowing, each Lender participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing
in Dollars, in federal or other funds immediately available to the
Administrative Agent at its address referred to in Section 9.01.  Unless the Administrative Agent determines
that any applicable condition specified in Article III has not been
satisfied, the Administrative Agent will make the funds so received from the
Lenders available to the Borrower at the Administrative Agents aforesaid
address or place.  (c)If
any Lender makes a new Loan hereunder on a day on which the Borrower is to
repay all or any part of an outstanding Loan from such Lender, such Lender
shall apply the proceeds of its new Loan to make such repayment and only an
amount equal to the difference (if any) between the amount being borrowed and
the amount being repaid shall be made available by such Lender to the
Administrative Agent as provided in subsection (b), or remitted by the
Borrower to the Administrative Agent as provided in Section 2.15, as the
case may be.  (d)Unless
the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lenders share of such Borrowing, the Administrative Agent
may assume that such Lender has made such share available to the Administrative
Agent on the date of such Borrowing in accordance with subsections (b) and
(c) of this Section 2.05 and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower on such date a
corresponding amount.  If and to the
extent that such Lender shall not have so made such share available to the
Administrative Agent, such Lender and the Borrower severally agree to repay to
the Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Administrative
Agent, at (i) in the case of the Borrower, a rate per  20 
   annum equal to the higher of the Federal Funds Rate
and the interest rate applicable thereto pursuant to Section 2.07 and
(ii) in the case of such Lender, the Federal Funds Rate.  If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Lenders Loan included in such Borrowing for purposes of this
Agreement.  If the Borrower pays interest
under this subsection (d) at the Federal Funds Rate and the Federal Funds
Rate is higher than the interest rate applicable thereto pursuant to
Section 2.07, the applicable Lender shall pay the Borrower the difference
between such rates.  2.06Notes.  (a)The
Term Loans and the Revolving Loans of each Lender shall each be evidenced by a
single Note, substantially in the form of Exhibits B-1 and B-2 hereto, payable
to the order of such Lender for the account of its Applicable Lending Office in
an amount equal to the aggregate unpaid principal amount of such Lenders Term
Loan and Revolving Commitment, respectively.  (b)Upon
receipt of each Lenders Notes pursuant to Section 3.02(b), the
Administrative Agent shall forward such Notes to such Lender.  Each Lender shall record the date, amount,
type and maturity of each Loan made by it and the date and amount of each
payment of principal made by the Borrower with respect thereto, and may, if
such Lender so elects in connection with any transfer or enforcement of its
Notes, endorse on the schedule forming a part thereof appropriate notations to
evidence the foregoing information with respect to each such Loan then
outstanding; provided that the failure of any Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes.  Each
Lender is hereby irrevocably authorized by the Borrower so to endorse its Notes
and to attach to and make a part of its Note a continuation of any such
schedule as and when required.  2.07Interest Rates.  (a)Each
Base Rate Loan shall bear interest on the outstanding principal amount thereof,
for each day from the date such Loan is made until it becomes due, at a rate
per annum equal to the Base Rate for such day plus any applicable Base
Rate Margin.  Such interest shall be
payable on the last Domestic Business Day of each calendar quarter in arrears
and on the Termination Date.  Any
overdue principal of or interest on any Base Rate Loan shall, at the option of
the Required Lenders, bear interest, payable on demand, for each day until paid
at a rate per annum equal to the sum of the Base Rate plus any
applicable Base Rate Margin plus 2% per annum.  (b)Each
Euro-Dollar Loan shall bear interest on the outstanding principal amount
thereof, for each day during the Interest Period applicable thereto, at a rate
per annum equal to the sum of (a) the Euro-Dollar Margin for such day plus (b)
the applicable Euro-Dollar Rate for such Interest Period.  Such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest Period is longer
than three months, at intervals of three months after the first day thereof.  21 
   (c)Any
overdue principal of or interest on any Euro-Dollar Loan shall, at the option
of the Required Lenders, bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of the Euro-Dollar Rate otherwise
applicable to such Loan plus 2% plus the Euro-Dollar Margin for
such day (or, if the circumstances described in clause (a) or (b) of
Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus
the rate applicable to Base Rate Loans for such day).  (d)Swing
Line Loans shall bear interest at a fluctuating rate per annum equal to the
Base Rate plus any applicable Base Rate Margin or at the IBOR Rate plus
the IBOR Margin.  Interest on the Swing
Line Loans bearing interest by reference to the Base Rate shall be payable on
such dates, not more frequent than monthly, as may be specified by the Swing
Line Lender and in any event on the Termination Date.  Interest on the IBOR Rate Loans shall be payable on the last day
of the applicable IBOR Interest Period. 
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 plus any applicable Base Rate Margin plus
2% per annum for such day.  (e)The
Administrative Agent shall determine in accordance with the provisions of this
Agreement each interest rate applicable to the Loans hereunder.  The Administrative Agent shall give prompt
notice to the Borrower and the participating Lenders of each rate of interest
so determined, and its determination thereof shall be conclusive in the absence
of manifest error.  2.08Upfront Fees. 
On the date upon which this Agreement is executed, the Borrower shall
pay to the Administrative Agent for the account of each Lender upfront fees in
the amounts previously agreed to by the Borrower and posted on Intralinks by
the Joint Lead Arrangers and Joint Book Managers.  Such upfront fees are for the Commitments by each Lender under
this Agreement and are fully earned when paid. 
The upfront fees paid to each Lender are solely for its own account and
are nonrefundable.  2.09Unused Fees. 
The Borrower shall pay to the Administrative Agent for the account of
each Revolving Lender in accordance with its Pro Rata Share, an unused fee at
the Unused Fee Rate times the actual daily amount by which the aggregate
Revolving Commitments exceed the sum of (i) the outstanding principal amount of
Revolving Loans and (ii) the outstanding amount of Letter of Credit
Liabilities.  The unused fee shall
accrue at all times during the Revolving Credit Period, including at any time
during which one or more of the conditions in Section 3.01 is not met, and
shall be due and payable quarterly in arrears on the last Domestic Business Day
of each March, June, September and
December, commencing with the first such date to occur after the Effective
Date, and on the Termination Date.  The
unused fee shall be calculated quarterly in arrears, and if there is any change
in the Unused Fee Rate during any quarter, the actual daily amount shall be
computed and multiplied by the Unused Fee Rate separately for each period
during such quarter that such Unused Fee Rate was in effect.  2.10Letter of Credit Fees.  The Borrower shall pay to the Administrative
Agent (i) for the account of the Revolving 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
Schedule 1 (the LC Fee Rate) and (ii) for the account of the  22 
   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 the rate of 0.125% per annum.  Letter
of Credit fees shall be payable quarterly in arrears on the last day of each
March, June, September and December following the Effective Date and upon the
date of termination of the Commitments in their entirety and are
non-refundable.  In addition, the
Borrower shall pay directly to the Issuing Lender for its own account the
customary issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of the Issuing Lender relating to letters of
credit as from time to time in effect. 
Such customary fees and standard costs and charges are due and payable
on demand and are nonrefundable.  2.11Optional Terminationor 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
Revolving Commitments at any time, if no Revolving Loans, Swing Line 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
Revolving Commitments in excess of the sum of the aggregate outstanding
principal balance of the Revolving Loans, the Swing Line Loans and the
aggregate amount of Letter of Credit Liabilities.  2.12Optional Terminationof 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 the later of (a) such occurrence and (b) the earlier
of (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 or the Swing Line Note, 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.  2.13Scheduled Terminationof Commitments.  The Commitments shall terminate on the
Termination Date and any Committed Loans and Swing Line Loans then outstanding
(together with accrued interest thereon) shall be due and payable on such date.  2.14Optional Prepaymentsand Mandatory Term
Loan Payments.  (a)Subject
in the case of any Euro-Dollar Borrowing to Section 2.16, the Borrower
may, upon at least one Domestic Business Days notice to the Administrative
Agent, prepay any Base Rate Borrowing or upon at least three Euro-Dollar
Business Days notice to the Administrative Agent, with respect to any
Euro-Dollar Borrowing, prepay any Euro-Dollar Borrowing, in each case in whole
at any time, or from time to time in part in amounts aggregating $10,000,000 or
any larger multiple of $1,000,000, by paying the principal amount to be prepaid
together with accrued interest thereon to the date of prepayment.  Each such optional prepayment shall be
applied to prepay ratably the Loans of the several Lenders included in such
Borrowing.  Prepayments of Term  23 
   Loans shall be applied to installments of the Term
Loans in the inverse order of maturity. 
Upon receipt of a notice of prepayment pursuant to this Section, the
Administrative Agent shall promptly notify each applicable Lender of the
contents thereof and of such Lenders Pro Rata Share (if any) of such
prepayment and such notice shall not thereafter be revocable by the Borrower.  (b)The
Borrower shall make repayments of the Term Loans on the last day of each fiscal
quarter of the Borrower set forth below in the amount set forth opposite such
date:  Fiscal Quarter Ending
  
  Percentage of Term Loans
  Outstanding on Effective DateJune 30, 2006 through and
  including March 31, 2007
  
  0.50
  %June 30, 2007 through and
  including March 31, 2008
  
  0.75
  %June 30, 2008 through and
  including March 31, 2009
  
  3.75
  %  In the event that
the outstanding principal amount of Term Loans shall be increased pursuant to
Section 2.21, the applicable percentage set forth above will be applied to the
amount of such increase.  2.15General Provisions as to Payments.  (a)The
Borrower shall make each payment of principal of, and interest on, Loans and
Letter of Credit Liabilities and of fees hereunder, in Dollars not later than
11:00 A.M. (California local time) on the date when due, in Federal or other
immediately available funds, to the Administrative Agent at its address
referred to in Section 9.01, without offset or counterclaim. The
Administrative Agent will promptly distribute to each Lender its ratable share
of each such payment received by the Administrative Agent for the account of
the Lenders, in Dollars and in the type of funds received by the Administrative
Agent.  Whenever any payment of
principal of, or interest on, the Base Rate Loans, IBOR Rate Loans or Letter of
Credit Liabilities or of fees shall be due on a day which is not a Domestic
Business Day, the date for payment thereof shall be extended to the next
succeeding Domestic Business Day. 
Whenever any payment of principal of, or interest on, the Euro-Dollar
Loans shall be due on a day which is not a Euro-Dollar Business Day, the date
for payment thereof shall be extended to the next succeeding Euro-Dollar
Business Day unless such Euro-Dollar Business Day falls in another calendar
month, in which case the date for payment thereof shall be the next preceding
Euro-Dollar Business Day.  If the date
for any payment of principal is extended by operation of law or otherwise,
interest thereon shall be payable for such extended time.  24 
   (b)Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Lenders hereunder that the Borrower
will not make such payment in full, the Administrative Agent may assume that
the Borrower has made such payment in full to the Administrative Agent on such
date and the Administrative Agent may, in reliance upon such assumption, cause
to be distributed to each Lender on such due date an amount equal to the amount
then due such Lender.  If and to the
extent that the Borrower shall not have so made such payment, each Lender shall
repay to the Administrative Agent forthwith on demand such amount distributed
to such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Administrative Agent, at the Federal Funds Rate.  2.16Funding Losses. 
If the Borrower makes any payment of principal with respect to any
Euro-Dollar Loan (pursuant to Article VI or VIII or otherwise) on any day
other than the last day of the Interest Period applicable thereto, or if the
Borrower fails to borrow any Euro-Dollar Loans after notice has been given to
any Lender in accordance with Section 2.05(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.  2.17Computation 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).  2.18Withholding 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  25 
   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.  2.19Letters of Credit.  (a)Subject
to the terms and conditions hereof, the Issuing Lender agrees to issue Letters
of Credit hereunder from time to time before the tenth day before the
Termination Date upon the request of the Borrower; provided that,
immediately after each Letter of Credit is issued, (i) the aggregate
amount of the Letter of Credit Liabilities shall not exceed the Letter of
Credit Commitment and (ii) the aggregate amount of the Letter of Credit
Liabilities plus the aggregate outstanding amount of all Revolving Loans and
Swing Line Loans shall not exceed the aggregate amount of the Revolving
Commitments.  Upon the date of issuance
of a Letter of Credit, the Issuing Lender shall be deemed, without further
action by any party hereto, to have sold to each Revolving Lender, and each Revolving
Lender shall be deemed, without further action by any party hereto, to have
purchased from the Issuing Lender, a participation in such Letter of Credit and
the related Letter of Credit Liabilities in its Pro Rata Share of the Revolving
Commitments.  On the Effective Date,
each letter of credit issued by Bank of America as issuing lender for the
Lenders under the Existing Credit Agreements shall be deemed re-issued as a
Letter of Credit hereunder without further action by the parties, and the
Revolving Lenders hereunder shall thereupon acquire ratable risk participations
therein in accordance with this Section.  (b)The
Borrower shall give the Issuing Lender notice at least five days prior to the
requested issuance of a Letter of Credit specifying the date such Letter of
Credit is to be issued, and describing the terms of such Letter of Credit and
the nature of the transactions to be supported thereby (such notice, including
any such notice given in connection with the extension of a Letter of Credit, a
Notice of Issuance) and shall concurrently submit to the Issuing Bank a
letter of credit application on the Issuing Banks then standard form for the
issuance of letters of credit.  Upon
receipt of a Notice of Issuance, the Issuing Lender shall promptly notify the
Administrative Agent, and the Administrative Agent shall promptly notify each
Revolving Lender of the contents thereof and of the amount of such Revolving
Lenders participation in such Letter of Credit.  The issuance by the Issuing Lender of each Letter of Credit
shall, in addition to the conditions precedent set forth in Article III,
be subject to the conditions precedent that such Letter of Credit shall be in
such form and contain such terms as shall be satisfactory to the Issuing Lender
and that the Borrower shall have executed and delivered such other instruments
and agreements relating to such Letter of Credit as the Issuing Lender shall
have reasonably requested.  The Borrower
shall also pay to the Issuing Lender for its own account issuance, drawing,
amendment and extension charges in the amounts and at the times as agreed
between the Borrower and the Issuing Lender. 
The extension or renewal of any Letter of Credit shall be deemed to be
an issuance of such Letter of Credit, and if any Letter of Credit contains a
provision pursuant to which it is deemed to be extended unless notice of
termination is given by the Issuing Lender, the Issuing Lender shall timely
give such notice of termination unless it has theretofore timely received a Notice
of Issuance and the other conditions to issuance of a Letter of Credit have
also theretofore  26 
   been met with respect to such extension.  No Letter of Credit shall have a term
extending or be so extendible beyond the fifth Domestic Business Day preceding
the Termination Date.  (c)Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the Issuing Lender shall notify the Administrative
Agent and the Administrative Agent shall promptly notify the Borrower and each
other Revolving Lender as to the amount to be paid as a result of such demand
or drawing and the payment date.  The
Borrower shall be irrevocably and unconditionally obligated forthwith to
reimburse the Issuing Lender for any amounts paid by the Issuing Lender upon
any drawing under any Letter of Credit, without presentment, demand, protest or
other formalities of any kind.  All such
amounts paid by the Issuing Lender and remaining unpaid by the Borrower shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the sum of 2% plus the rate applicable to Base Rate Loans for such
day.  In addition, each Revolving Lender
will pay to the Administrative Agent, for the account of the Issuing Lender,
immediately upon the Issuing Lenders demand at any time during the period
commencing after such drawing until reimbursement therefor in full by the
Borrower, an amount equal to such Revolving Lenders Pro Rata Share of such
drawing together with interest on such amount for each day from the date of the
Issuing Lenders demand for such payment (or, if such demand is made after 9:00
A.M. (California local time) on such date, from the next succeeding Domestic
Business Day) to the date of payment by such Revolving Lender of such amount at
a rate of interest per annum equal to the Federal Funds Rate.  The Issuing Lender will promptly pay to each
Revolving Lender ratably all amounts received from the Borrower for application
in payment of its reimbursement obligations in respect of any Letter of Credit,
but only to the extent such Revolving Lender has made payment to the Issuing
Lender in respect of such Letter of Credit pursuant hereto.  (d)The
obligations of the Borrower and each Revolving Lender under subsection (c)
above shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Agreement, under all
circumstances whatsoever, including without limitation the following
circumstances:  (i)any
lack of validity or enforceability of this Agreement or any Letter of Credit or
any document related hereto or thereto;  (ii)any
amendment, waiver of or any consent to departure from all or any of the
provisions of this Agreement, any Letter of Credit or any document related
hereto or thereto;  (iii)the
use which may be made of the Letter of Credit by, or any acts or omission of, a
beneficiary of a Letter of Credit (or any Person for whom the beneficiary may
be acting);  (iv)the
existence of any claim, set-off, defense or other rights that the Borrower may
have at any time against a beneficiary of a Letter of Credit (or any Person for
whom the beneficiary may be acting), the Revolving Lenders  27 
   (including the Issuing Lender) or any other Person,
whether in connection with this Agreement or the Letter of Credit or any
document related hereto or thereto or any unrelated transaction;  (v)any
statement or any other document presented under a Letter of Credit proving to
be forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect whatsoever;  (vi)payment
under a Letter of Credit to the beneficiary of such Letter of Credit against
presentation to the Issuing Lender of a draft or certificate that does not
comply with the terms of the Letter of Credit; or  (vii)any
other act or omission to act or delay of any kind by any Revolving Lender
(including the Issuing Lender), the Administrative Agent or any other Person or
any other event or circumstance whatsoever that might, but for the provisions
of this subsection (vii), constitute a legal or equitable discharge of the
Borrowers or the Lenders obligations hereunder.  (e)The
Borrower hereby indemnifies and holds harmless each Revolving Lender (including
the Issuing Lender) and the Administrative Agent from and against any and all
claims, damages, losses, liabilities, costs or expenses which such Revolving
Lender or the Administrative Agent may incur (including, without limitation,
any claims, damages, losses, liabilities, costs or expenses which the Issuing
Lender may incur by reason of or in connection with the failure of any other
Revolving Lender to fulfill or comply with its obligations to the Issuing
Lender hereunder (but nothing herein contained shall affect any rights the
Borrower may have against such defaulting Revolving Lender)), and none of the
Revolving Lenders (including the Issuing Lender) nor the Administrative Agent
nor any of their officers or directors or employees or agents shall be liable
or responsible, by reason of or in connection with the execution and delivery
or transfer of or payment or failure to pay under any Letter of Credit,
including without limitation any of the circumstances enumerated in
subsection (d) above, as well as (i) any error, omission,
interruption or delay in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, (ii) any error in interpretation of
technical terms, (iii) any loss or delay in the transmission of any
document required in order to make a drawing under a Letter of Credit,
(iv) any consequences arising from causes beyond the control of the
Issuing Lender, including without limitation any government acts, or any other
circumstances whatsoever in making or failing to make payment under such Letter
of Credit; provided that the Borrower shall not be required to indemnify
the Issuing Lender for any claims, damages, losses, liabilities, costs or
expenses, and the Borrower shall have a claim for direct (but not
consequential) damage suffered by it, to the extent found by a court of
competent jurisdiction to have been caused by (x) the willful misconduct
or gross negligence of the Issuing Lender in determining whether a request
presented under any Letter of Credit complied with the terms of such Letter of
Credit or (y) the Issuing Lenders failure to pay under any Letter of
Credit after the presentation to it of a request strictly complying with the
terms and conditions of the Letter of Credit. 
Nothing in this subsection (e) is intended to limit the
obligations of the Borrower under any other provision of this Agreement.  To the extent the Borrower does  28 
   not indemnify the Issuing Lender as required by this
subsection, the Revolving Lenders agree to do so ratably in accordance with
their Revolving Commitments.  2.20Regulation 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 Euro-Dollar Rate divided by (B) one minus the
Euro-Dollar Reserve Percentage over (ii) the applicable Euro-Dollar
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.  2.21Increased Commitments; Additional
Lenders.  (a)At
any time and from time to time, the Borrower may, upon at least 30 days notice
to the Administrative Agent (or such shorter prior notice as the Administrative
Agent may agree to accept), propose to increase the aggregate amount of the
Commitments by an aggregate amount which does not result in the Commitments
being in excess of $2,500,000,000 (the amount of any such increase of the
Commitments being referred to as the Increased Commitments).  If the Borrower elects to increase the
Commitments pursuant to this Section 2.21, any such increase shall be
allocated, at the sole discretion of the Borrower, between the aggregate amount
of the Revolving Commitments and aggregate amount of the Term Loans or Term
Loan Commitments.  For the avoidance of
doubt, no Lender shall be obligated to increase its Revolving Commitments or
Term Loan Commitments.  (b)The
Borrower may designate any Lender party to this Agreement (with the consent of
such Lender, which may be given or withheld in its sole discretion) or another
Person which qualifies as an Eligible Assignee (which may be, but need not be,
one or more of the existing Lenders), which at the time agrees to (i) in the
case of any such Person that is an existing Lender, increase its Commitments
and (ii) in the case of any other such Person (an Additional Lender), become
a party to this Agreement. The sum of the increases in the Commitments of the
existing Lenders pursuant to this subsection (b) plus the Commitments of the
Additional Lenders shall not in the aggregate exceed the unsubscribed amount of
the Increased Commitments.  (c)An
increase in the aggregate amount of the Commitments pursuant to this
Section 2.21 shall become effective upon the receipt by the Administrative
Agent of an agreement in form and substance satisfactory to the Administrative
Agent signed by the Borrower, by each Additional Lender and by each other
Lender whose Commitments are to be increased, setting forth the new Commitments
of such Lenders and setting forth the agreement of each Additional Lender to
become a party to this Agreement and to be bound by all the terms and
provisions hereof, together with such new Notes as may be required and evidence
of appropriate corporate authorization on the part of the Borrower  29 
   with respect to the Increased Commitments and such
opinions of counsel for the Borrower with respect to the Increased Commitments
as the Administrative Agent may reasonably request.  ARTICLE IIICONDITIONS  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:  (a)receipt
by the Administrative Agent of a Notice of Borrowing as required by
Section 2.02 or 2.03, or receipt by the Issuing Lender of a Notice of
Issuance as required by Section 2.19(b), as the case may be;  (b)immediately
after any Borrowing of Revolving Loans or Swing Line Loans or issuance of a
Letter of Credit, the sum of the aggregate outstanding principal amount of
Revolving Loans and Swing Line Loans and the aggregate amount of Letter of
Credit Liabilities will not exceed the aggregate amount of the Revolving
Commitments;  (c)immediately
before and after any Borrowing or issuance of a Letter of Credit, no Default or
Event of Default shall have occurred and be continuing;  (d)the
representations and warranties of the Borrower contained in this Agreement
(except the representations and warranties set forth in Section 4.04 and
Section 4.05, in each case as to any matter which has theretofore been
disclosed in writing by the Borrower to the Lenders) shall be true on and as of
the date of such Borrowing or issuance of such Letter of Credit;  (e)in
the case of an issuance of a Letter of Credit, immediately after such issuance
of a Letter of Credit, the aggregate amount of the Letter of Credit Liabilities
shall not exceed the Letter of Credit Commitment; and  (f)in
the case of the Borrowing of Term Loans, the principal amount of such Loans
will not exceed the Term Loan Commitment.  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), (e) and (f) of this Section,
as applicable.  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):  (a)receipt
by the Administrative Agent of counterparts hereof signed by each of the
Borrower, the Administrative Agent and the Required Lenders (or, in the case of  30 
   any party as to which an executed counterpart shall
not have been received, receipt by the Administrative Agent in form
satisfactory to it of telegraphic, telex or other written confirmation from
such party of execution of a counterpart hereof by such party);  (b)receipt
by the Administrative Agent for the account of each Lender of a duly executed
Note dated on or before the Effective Date complying with the provisions of
Section 2.06 and of the Swing Line Documents;  (c)receipt
by the Administrative Agent of an opinion of Sills Cummis Epstein & Gross
P.C., substantially in the form of Exhibit E-1, and an opinion of Latham
& Watkins LLP, substantially in the form of Exhibit E-2;  (d)receipt
by the Administrative Agent of all documents it may reasonably request relating
to the existence of the Borrower, the corporate authority for and the validity
of this Agreement and the Notes, and any other matters relevant hereto, all in
form and substance satisfactory to the Administrative Agent; and  (e)receipt
by the Administrative Agent of evidence that the commitments under the Existing
Credit Agreements have been or concurrently with the Effective Date are being
terminated.  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 IVREPRESENTATIONS 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 and the failure to be so qualified would have a
material adverse effect on the Borrower and its Consolidated Subsidiaries.  4.02Corporate and GovernmentalAuthorization; Contravention.  The
execution, delivery and performance by the Borrower of this Agreement, the
Notes and the Swing Line Note 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 (except for any such
actions or filings under applicable law which are not required to be taken or
made prior to the Effective Date, which actions or filings will be sought or
made by the Borrower in due course after the Effective Date) and do not
contravene, or constitute a default  31 
   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 and the Swing Line Note, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations
of the Borrower, in each case enforceable in accordance with their respective
terms except as enforcement may be limited by (i) bankruptcy, insolvency,
moratorium or similar laws affecting creditors rights generally, (ii) Gaming
Laws or (iii) equitable principles relating to the granting of specific
performance and other equitable remedies as a matter of judicial discretion.  4.04Financial Information.  Since December 31, 2003, 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, 2003, 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, the Notes or
the Swing Line Note.  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 report,
(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 of 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
Significant Subsidiary, except for such taxes, if any, as are being contested
in good faith and as to which adequate reserves have been provided.  The  32 
   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 Consolidated
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.  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 VCOVENANTS  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:  33 
   5.01Information. 
The Borrower will deliver to the Administrative Agent (who shall
promptly distribute the same to the Lenders or advise the Lenders thereof):  (a)as
soon as available and in any event within 90 days after the end of each fiscal
year of the Borrower, the consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such fiscal year and the related
consolidated statements of income and cash flows for such fiscal year, setting
forth in each case in comparative form the figures as of the end of and for the
previous fiscal year, all reported on in a manner acceptable to the Securities
and Exchange Commission by the Borrowers independent public accountants of
nationally recognized standing;  (b)as
soon as available and in any event within 60 days after the end of each of the
first three quarters of each fiscal year of the Borrower, the consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of the end
of such quarter and the related consolidated statements of income and cash
flows for such quarter and for the portion of the Borrowers fiscal year ended
at the end of such quarter, setting forth in the case of such statements of
income and cash flows in comparative form the figures for the corresponding
quarter and the corresponding portion of the Borrowers previous fiscal year,
all certified (subject to normal year-end adjustments) as to fairness of
presentation, generally accepted accounting principles and consistency by an
Authorized Officer;  (c)simultaneously
with the delivery of each set of financial statements referred to in clauses
(a) and (b) above, a Compliance Certificate (i) setting forth in
reasonable detail the calculations required to establish whether the Borrower
was in compliance with the requirements of Sections 5.06, 5.10 and 5.11 on
the date of such financial statements, and (ii) stating whether any Default
exists on the date of such Compliance Certificate and, if any Default then
exists, setting forth the details thereof and the action which the Borrower is
taking or proposes to take with respect thereto;  (d)simultaneously
with the delivery of each set of financial statements referred to in clause (a)
above, a statement of the firm of independent public accountants which reported
on such statements (i) whether anything has come to their attention to
cause them to believe that any Default existed on the date of such statements
and (ii) confirming the calculations set forth in the officers
certificate delivered simultaneously therewith;  (e)as
soon as available and in any event not later than the last day of February of
each year, a completed Pricing Certificate as of December 31 of the prior year;  (f)as
soon as practicable, and in any event within 90 days after the commencement of
each fiscal year of the Borrower, a budget and projection for that fiscal year,
including projected consolidated balance sheets, statements of
operations and statements of cash flow, all in reasonable detail;  (g)within
five Domestic Business Days of any officer of the Borrower obtaining knowledge
of any Default, if such Default is then continuing, a certificate of an  34 
   Authorized Officer setting forth the details thereof
and the action which the Borrower is taking or proposes to take with respect
thereto;  (h)promptly
upon the mailing thereof to the shareholders of the Borrower generally, copies
of all financial statements, reports and proxy statements so mailed;  (i)promptly
upon the filing thereof, copies of all registration statements (other than the
exhibits thereto and any registration statements on Form S-8 or its equivalent)
and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the
Borrower shall have filed with the Securities and Exchange Commission;  (j)if
and when any member of the ERISA Group (i) gives or is required to give
notice to the PBGC of any reportable event (as defined in Section 4043
of ERISA) with respect to any Plan which might constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or
partial withdrawal liability under Title IV of ERISA or notice that any
Multiemployer Plan is in reorganization, is insolvent or has been terminated, a
copy of such notice; (iii) receives notice from the PBGC under Title IV of
ERISA of an intent to terminate, impose liability (other than for premiums
under Section 4007 of ERISA) in respect of, or appoint a trustee to
administer, any Plan, a copy of such notice; (iv) applies for a waiver of
the minimum funding standard under Section 412 of the Internal Revenue
Code, a copy of such application; (v) gives notice of intent to terminate
any Plan under Section 4041(c) of ERISA, a copy of such notice and other
information filed with the PBGC; (vi) gives notice of withdrawal from any
Plan pursuant to Section 4063 of ERISA, a copy of such notice; or
(vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes 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, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth details as to such occurrence and action, if any,
which the Borrower or applicable member of the ERISA Group is required or
proposes to take;  (k)forthwith,
notice of any change of which the Borrower becomes aware in the Debt Rating;
and  (l)from
time to time such additional information regarding the financial position or
business of the Borrower and its Subsidiaries as the Administrative Agent, at
the request of any Lender, may reasonably request.  The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers
and Joint Book Managers will make available to the Lenders and the Issuing
Lender materials and/or information provided by or on behalf of the Borrower
hereunder (collectively, Borrower Materials) by posting the Borrower
Materials on IntraLinks or another similar electronic system (the Platform)
and (b) certain of the Lenders may be public-side Lenders (i.e., Lenders that
do not wish to receive material non-public information with respect to the  35 
   Borrower or its
securities) (each, a Public Lender). 
The Borrower hereby agrees that (w) all Borrower Materials that are to
be made available to Public Lenders shall be clearly and conspicuously marked
PUBLIC which, at a minimum, shall mean that the word PUBLIC shall appear
prominently on the first page thereof; (x) by marking Borrower Materials
PUBLIC, the Borrower shall be deemed to have authorized the Administrative
Agent, the Joint Lead Arrangers and Joint Book Managers, the Issuing Lender and
the Lenders to treat such Borrower Materials as either publicly available
information or not material information (although it may be sensitive and
proprietary) with respect to the Borrower or its securities for purposes of
United States Federal and state securities laws; (y) all Borrower Materials
marked PUBLIC are permitted to be made available through a portion of the
Platform designated Public Investor; and (z) the Administrative Agent and the
Joint Lead Arrangers and Joint Book Managers shall be entitled to treat any
Borrower Materials that are not marked PUBLIC as being suitable only for
posting on a portion of the Platform not designated Public Investor.  5.02Maintenance of Property; Insurance.  (a)The
Borrower will keep, and will cause each Significant Subsidiary to keep, all
property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted, except where failure to do so would
not 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.  (b)The
Borrower will, and will cause each of its Significant Subsidiaries to, maintain
(either in the name of the Borrower or in such Subsidiarys own name) with
financially sound and responsible insurance companies, insurance on all their
respective properties in at least such amounts and against at least such risks
(and with such risk retention) as are usually insured against in the same
general area by companies of established repute engaged in the same or a
similar business and will furnish to the Lenders, upon request from the
Administrative Agent, information presented in reasonable detail as to the
insurance so carried.  Notwithstanding
the foregoing, the Borrower may self-insure with respect to such risks with
respect to which companies of established repute engaged in the same or similar
business in the same general area usually self-insure.  5.03Conduct of Businessand 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 Significant 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 Restricted Subsidiary
into the Borrower or the merger or the consolidation of a Restricted Subsidiary
with or into another Person if the corporation or other entity surviving such
consolidation or merger is a Restricted 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 Restricted
Subsidiary if (A) the Borrower in good faith determines that such termination
is in the best  36 
   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 or assume any Lien on any asset now owned or hereafter
acquired by it, except:  (a)Liens
existing as of the Effective Date;  (b)any
Lien existing on any asset of any corporation at the time such corporation
becomes a Subsidiary and not created in contemplation of such event;  (c)any
Lien on any asset securing Debt incurred or assumed for the purpose of
financing all or any part of the cost of acquiring or constructing such asset
(it being understood that, for this purpose, the acquisition of a Person is
also an acquisition of the assets of such Person); provided that the Lien
attaches to such asset concurrently with or within 180 days after the
acquisition thereof, or such longer period, not to exceed 12 months, due to the
Borrowers inability to retain the requisite governmental approvals with
respect to such acquisition; provided further that, in the case of real estate,
(i) the Lien attaches within 12 months after the latest of the acquisition
thereof, the completion of construction thereon or the commencement of full
operation thereof and (ii) the Debt so secured does not exceed the sum of
(x) the purchase price of such real estate plus (y) the costs of such
construction;  (d)Until
the date which is one hundred eighty (180) days following the Effective Date,
any Lien on shares of any equity security or any warrant or option to purchase
an equity security or any security which is convertible into an equity security
issued by any Subsidiary of the Borrower that holds, directly or indirectly
through a holding company or otherwise, a license to conduct gaming under any
Gaming Law, and in the proceeds thereof; provided that this clause shall
apply only so long as the Gaming  37 
   Laws of the relevant jurisdiction provide that the
creation of any Lien or other restriction on the disposition of any of such
securities shall not be effective and, if such Gaming Laws at any time cease to
so provide, then this clause shall be of no further effect; and provided
further that if at any time the Borrower or any of its Subsidiaries
creates or suffers to exist a Lien covering such securities in favor of the
holder of any other Indebtedness, it will (subject to any approval required
under such Gaming Laws) concurrently grant a pari-passu Lien likewise covering
such securities in favor of the Administrative Agent for the benefit of the
Lenders;  (e)any
Lien on any asset of any corporation or other business entity existing at the
time such corporation or other business entity is merged or consolidated with
or into the Borrower or a Subsidiary and not created in contemplation of such
event;  (f)any
Lien existing on any asset prior to the acquisition thereof by the Borrower or
a Subsidiary and not created in contemplation of such acquisition;  (g)any
Lien arising out of the refinancing, extension, renewal or refunding of any
Debt secured by any Lien permitted by any of the foregoing clauses of this
Section, provided that such Debt is not increased (other than to cover any
transaction costs of such refinancing, extension, renewal or refunding) and is
not secured by any additional assets;  (h)Liens
securing Debt of a Restricted Subsidiary to the Borrower or another Restricted
Subsidiary; and  (i)Liens
not otherwise permitted by the foregoing clauses of this
Section encumbering assets of the Borrower and its Consolidated Subsidiaries
having an aggregate fair market value which is not in excess of 10% of
Consolidated Net Tangible Assets (determined, in each case, by reference to the
most recent date for which the Borrower has delivered its financial statements
under Section 5.01(a) or (b)).  5.07Consolidations, Mergers and Sales of Assets.  The Borrower and its Restricted 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 Restricted 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 Restricted 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  38 
   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 capital
expenditures, working capital requirements, acquisitions and, on the Effective
Date, to refinance obligations then outstanding under the Existing Credit
Agreements.  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.  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
  RatioMarch 31, 2004
  and June 30, 2004
  
  5.25:1.00September 30, 2004 through and
  including September 30, 2005
  
  5.00:1.00December 31,
  2005 and March 31, 2006
  
  4.75:1.00June 30, 2006
  and thereafter
  
  4.50:1.00  provided,
however, that if the Borrower shall complete the sale of the Las Vegas
Hilton on or before June 30, 2004, the maximum Leverage Ratio for the fiscal
quarter ending June 30, 2004 shall be 5.00:1.00.  5.11Interest Coverage Ratio.  The Interest Coverage Ratio shall not, as of
the last day of any fiscal quarter of the Borrower, be less than 2.75:1.00.  5.12Limitations on Unrestricted
Subsidiaries.  (a)No
Unrestricted Subsidiary shall incur any Debt that is direct recourse to the
Borrower or any Restricted Subsidiary.  (b)Neither
the Borrower nor any Restricted Subsidiary will (i) consolidate or merge with
or into any Unrestricted Subsidiary or (ii) sell, lease or otherwise transfer
all or any substantial part of its assets to an Unrestricted Subsidiary, or
make or incur any loan, advance, capital contributions or other investment of
any type in an Unrestricted Subsidiary unless the aggregate amount of all
assets so transferred or loans, advances, capital contributions or other
investments so made does not exceed $100,000,000 in the aggregate.  39 
   ARTICLE VIDEFAULTS  6.01Events of Default.  If one or more of the following events (Events of Default)
shall have occurred and be continuing:  (a)the
Borrower shall fail to (i) reimburse any drawing under any Letter of Credit
when required hereunder or (ii) pay when due any principal of any Loan or Swing
Line Loan under this Agreement, or (iii) pay within five days of the due date
thereof any other interest, fees or other amount payable hereunder;  (b)the
Borrower shall fail to observe or perform any covenant contained in
Sections 5.06 to 5.11, inclusive;  (c)the
Borrower shall fail to observe or perform any covenant or agreement contained
in this Agreement (other than those covered by clause (a) or (b) above) for 7
days after written notice thereof has been given to the Borrower by the
Administrative Agent, which notice shall be delivered to the Borrower by the
Administrative Agent at the request of any Lender;  (d)any
representation, warranty, certification or statement made or deemed made by the
Borrower in this Agreement or in any certificate, financial statement or other
document delivered pursuant to this Agreement shall prove to have been
incorrect in any material respect when made (or deemed made);  (e)the
Borrower or any Covered Subsidiary or any Significant Subsidiary shall fail to
make any payment in respect of any Debt (other than the Notes and Non-Recourse
Debt) when due or within any applicable grace period and the aggregate
principal amount of such Debt is in excess of $100,000,000;  (f)any
event or condition shall occur which results in the acceleration of the
maturity of any Debt (other than Non-Recourse Debt) in excess of
$100,000,000 of the Borrower or any Covered Subsidiary or any Significant
Subsidiary or enables or entitles the holder of such Debt or any Person acting
on such holders behalf to accelerate the maturity thereof;  (g)the
Borrower or any Significant Subsidiary shall commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar law now
or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part
of its property, or shall consent to any such relief or to the appointment of
or taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any corporate action to authorize any of the foregoing;  40 
   (h)an
involuntary case or other proceeding shall be commenced against the Borrower or
any Significant Subsidiary seeking liquidation, reorganization or other relief
with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower or any Significant Subsidiary
under the federal bankruptcy laws as now or hereafter in effect;  (i)any
member of the ERISA Group shall fail to pay when due an amount or amounts
aggregating in excess of $5,000,000 which it shall have become liable to pay
under Title IV of ERISA; or notice of intent to terminate a Material Plan shall
be filed under Title IV of ERISA by any member of the ERISA Group, any plan
administrator or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer, any Material Plan; or a condition
shall exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of
Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer
Plans which could cause one or more members of the ERISA Group to incur a
current payment obligation in excess of $25,000,000;  (j)a
final judgment or order for the payment of money in excess of $25,000,000 shall
be rendered against the Borrower or any Restricted Subsidiary and such judgment
or order shall continue unsatisfied, unstayed or unbonded for a period of 30
days; or  (k)the
occurrence of a License Revocation with respect to a license issued to the
Borrower or any of its Restricted Subsidiaries by any Gaming Board of the
States of Mississippi, New Jersey or Nevada with respect to gaming operations
at any gaming facility accounting for five percent (5%) or more of the
consolidated gross revenues of the Borrower and its Restricted Subsidiaries
that continues for thirty calendar days;  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 Committed Loans, Swing Line Loans and the
Letter of Credit Liabilities (together with accrued interest thereon) to be,
and the Committed Loans and Swing Line 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; provided that 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.  41 
   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 VIITHE ADMINISTRATIVE AGENT  7.01Appointment and Authorizationof
Administrative Agent.  (a)Each
Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. 
Notwithstanding any provision to the contrary contained elsewhere herein
or in any other Loan Document, the Administrative Agent shall not have any
duties or responsibilities, except those expressly set forth herein, nor shall
the Administrative Agent have or be deemed to have any fiduciary relationship
with any Lender or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.  Without limiting
the generality of the foregoing sentence, the use of the term agent herein
and in the other Loan Documents with reference to the Administrative Agent is
not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law.  Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship
between independent contracting parties.  (b)The
Issuing Lender shall act on behalf of the Lenders with respect to any Letters
of Credit issued by it and the documents associated therewith, and the Issuing
Lender shall have all of the benefits and immunities (i) provided to the
Administrative Agent in this Article VII with respect to any acts taken
or omissions suffered by the Issuing Lender in connection with Letters of
Credit issued by it or proposed to be issued by it and the applications and
agreements for letters of credit pertaining to such Letters of Credit as fully
as if the term Administrative Agent as used in this Article VII and in
the definition of Agent-Related Person included the Issuing Lender with
respect to such  42 
   acts or omissions, and (ii) as additionally
provided herein with respect to the Issuing Lender.  7.02Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties.  The Administrative Agent
shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct.  7.03Liability of Administrative Agent.  No Agent-Related Person shall (a) be liable
to any Lender for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or
willful misconduct in connection with its duties expressly set forth herein),
or (b) be responsible in any manner to any Lender or Participant for any
recital, statement, representation or warranty made by the Borrower or any
officer thereof, contained herein or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of the Borrower or any other party to any Loan
Document to perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any
obligation to any Lender or Participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower or any Affiliate thereof.  7.04Reliance by Administrative Agent.  (a)The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under any Loan Document
unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action.  The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Lenders (or such greater
number of Lenders as may be expressly required hereby in any instance) and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders.  43 
   (b)For
purposes of determining compliance with the conditions specified in
Section 3.02, each Lender that has signed this Agreement shall be deemed
to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Effective Date
specifying its objection thereto.  7.05Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to the
Administrative Agent for the account of the Lenders, unless the Administrative
Agent shall have received written notice from a Lender or the Borrower
referring to this Agreement, describing such Default and stating that such
notice is a notice of default.  The
Administrative Agent will notify the Lenders of its receipt of any such notice.  The Administrative Agent shall take such
action with respect to such Default as may be directed by the Required Lenders
in accordance with Article VI; provided, however,
that unless and until the Administrative Agent has received any such direction,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default as it shall
deem advisable or in the best interest of the Lenders.  7.06Credit Decision; Disclosure of Information by
Administrative Agent.  Each Lender
acknowledges that neither any Agent nor any Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
or any other Agent hereafter taken, including any consent to and acceptance of
any assignment or review of the affairs of the Borrower or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any
Agent or Agent-Related Person to any Lender as to any matter, including whether
such Agent or Agent-Related Persons have disclosed material information in
their possession.  Each Lender
represents to the Administrative Agent that it has, independently and without
reliance upon any Agent or Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Borrower and its Subsidiaries, and
all applicable bank or other regulatory laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. 
Each Lender also represents that it will, independently and without
reliance upon any Agent or Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the
Borrower.  Except for notices, reports
and other documents expressly required to be furnished to the Lenders by the
Administrative Agent herein, neither the Administrative Agent nor any other
Agent shall have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Borrower or
any of its Affiliates which may come into the possession of any Agent or
Agent-Related Person.  44 
   7.07Indemnification of Administrative
Agent.  Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of the Borrower and without limiting the obligation of the Borrower to
do so), pro rata, and hold harmless each Agent-Related Person from and against
any and all Indemnified Liabilities incurred by it; provided, however,
that (a) no Lender shall be liable for the payment to any Agent-Related Person
of any portion of such Indemnified Liabilities to the extent determined in a
final, nonappealable judgment by a court of competent jurisdiction to have
resulted from such Agent-Related Persons own gross negligence or willful
misconduct; provided, however, that no action taken in accordance
with the directions of the Required Lenders shall be deemed to constitute gross
negligence or willful misconduct for purposes of this Section, and (b) no
Lender shall be liable for the payment of any portion of an Indemnified
Liability pursuant to this Section unless such Indemnified Liability was
incurred by the Administrative Agent in its capacity as such or by another
Agent-Related Person acting for the Administrative Agent in such capacity.  Without limitation of the foregoing, each
Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs)
incurred by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower.  The undertaking
in this Section shall survive termination of the Commitments, the payment of all
other Obligations and the resignation of the Administrative Agent.  7.08Administrative Agent in its
Individual Capacity.  Bank of
America and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with the Borrower and its Affiliates as though Bank of America were
not the Administrative Agent or Issuing Lender hereunder and without notice to
or consent of the Lenders.  The Lenders
acknowledge that, pursuant to such activities, Bank of America or its
Affiliates may receive information regarding the Borrower or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of the Borrower or such Affiliate) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information
to them.  With respect to its Loans,
Bank of America shall have the same rights and powers under this Agreement as
any other Lender and may exercise such rights and powers as though it were not
the Administrative Agent, and the terms Lender and Lenders include Bank of
America in its individual capacity.  7.09Successor Administrative Agent.  The Administrative Agent may resign as
Administrative Agent upon 30 days notice to the Lenders; provided that any
such resignation by Bank of America shall also constitute its resignation as
Issuing Lender and Swing Line Lender. 
If the Administrative Agent resigns under this Agreement, the Required
Lenders shall appoint from among the Lenders a successor administrative agent
for the Lenders, which successor administrative agent shall be consented to by
the Borrower at all times other than during the existence of an Event of
Default (which consent of the Borrower shall not be unreasonably withheld or
delayed).  If no successor
administrative agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after  45 
   consulting with
the Lenders and the Borrower, a successor administrative agent from among the
Lenders.  Upon the acceptance of its
appointment as successor administrative agent hereunder, the Person acting as
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent, Issuing Lender and Swing Line
Lender and the respective terms Administrative Agent, Issuing Lender and
Swing Line Lender shall mean such successor administrative agent, Issuing
Lender and Swing Line Lender and the retiring Administrative Agents
appointment, powers and duties as Administrative Agent shall be terminated and
the retiring Issuing Lenders and Swing Line Lenders rights, powers and duties
as such shall be terminated, without any other or further act or deed on the
part of such retiring Issuing Lender or Swing Line Lender or any other Lender,
other than the obligation of the successor Issuing Lender to issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or to make other arrangements satisfactory to the
retiring Issuing Lender to effectively assume the obligations of the retiring
Issuing Lender with respect to such Letters of Credit.  After any retiring Administrative Agents
resignation hereunder as Administrative Agent, the provisions of this Article
VII and Section 9.03 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this
Agreement.  If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agents notice of
resignation, the retiring Administrative Agents resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.  7.10Administrative Agent May FileProofs
of Claim.  In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Borrower, the Administrative Agent (irrespective of whether the principal
of any Loan or Letter of Credit Liabilities shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise  (a)to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, Letter of Credit Liabilities and all other
Obligations that are owing and unpaid and to file such other documents as may
be necessary or advisable in order to have the claims of the Lenders and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative
Agent and their respective agents and counsel and all other amounts due the
Lenders and the Administrative Agent under Section 9.03) allowed in such
judicial proceeding; and  (b)to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;  and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make
such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to
the Lenders, to pay to the Administrative Agent any amount due for  46 
   the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent
and its agents and counsel, and any other amounts due the Administrative Agent
under Section 9.03.  Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent
to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or to authorize the Administrative Agent to vote in respect of
the claim of any Lender in any such proceeding.  7.11Other Agents; Arrangers and Managers.  None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a
syndication agent, co-documentation agents, joint book manager, or joint
lead arranger shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than, in the case of such
Lenders, those applicable to all Lenders as such.  Without limiting the foregoing, none of the Lenders or other
Persons so identified shall have or be deemed to have any fiduciary
relationship with any Lender.  Each
Lender acknowledges that it has not relied, and will not rely, on any of the
Lenders or other Persons so identified in deciding to enter into this Agreement
or in taking or not taking action hereunder. 
None of the Lenders or Agents shall be under any obligation to any other
Lender or any Participant to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Borrower or any Affiliate thereof.  Each Agent and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in
and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with the Borrower and its Affiliates as though
such Agent were not an Agent hereunder and without notice to or consent of the
Lenders.  The Lenders acknowledge that,
pursuant to such activities, such Agent or its Affiliates may receive
information regarding the Borrower or its Affiliates (including information
that may be subject to confidentiality obligations in favor of the Borrower or
such Affiliate) and acknowledge that such Agent shall be under no obligation to
provide such information to them.  With
respect to its Loans, such Agent, if also a Lender hereunder, shall have the
same rights and powers under this Agreement as any other Lender and may
exercise such rights and powers as though it were not an Agent, and the terms
Lender and Lenders include such Agent in its individual capacity.  ARTICLE VIIICHANGE IN CIRCUMSTANCES  8.01Basis for DeterminingInterest Rate
Inadequate or Unfair.  If on or
prior to the first day of any Interest Period for any Borrowing of Euro-Dollar
Loans:  (a)the
Administrative Agent is advised by the Required Lenders that deposits in
Dollars and in the required amounts are not being offered to the Lenders in the
relevant market for such Interest Period, or  47 
   (b)in
the case of a Committed Borrowing, Lenders having 50% or more of the aggregate
amount of the Commitments advise the Administrative Agent that the Euro-Dollar
Rate, as determined by the Administrative Agent, will not adequately and fairly
reflect the cost to such Lenders of funding their Euro-Dollar Loans for such
Interest Period,  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 before the date of any Borrowing of Euro-Dollar Loans
for which a Notice of Borrowing has previously been given that it elects not to
borrow on such date, such Borrowing shall instead be made as a Base Rate
Borrowing.  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 Costand Reduced Return.  (a)If
on or after the date hereof, in the case of any Committed Loan or Letter of
Credit or any obligation to make Committed Loans or issue or participate in any
Letter of Credit, 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  48 
   Applicable Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:  (i)shall
subject any Lender (or its Applicable Lending Office) to any tax, duty or other
charge with respect to its Euro-Dollar Loans, its Note or its obligation to
make Euro-Dollar Loans or its obligations hereunder in respect of Letters of
Credit, or shall change the basis of taxation of payments to any Lender (or its
Applicable Lending Office) of the principal of or interest on its Euro-Dollar
Loans or any other amounts due under this Agreement in respect of its
Euro-Dollar Loans or its obligation to make Euro-Dollar Loans (except for
changes in the rate of tax on the overall net income of such Lender or its
Applicable Lending Office imposed by the jurisdiction in which such Lenders
principal executive office or Applicable Lending Office is located); or  (ii)shall
impose, modify or deem applicable any reserve (including, without limitation,
any such requirement imposed by the Board of Governors of the Federal Reserve
System, but excluding, with respect to any Euro-Dollar Loan any such requirement
included in an applicable Euro-Dollar Reserve Percentage), special deposit,
insurance assessment or similar requirement against assets of, deposits with or
for the account of, or credit extended by, any Lender (or its Applicable
Lending Office) or shall impose on any Lender (or its Applicable Lending
Office) or on the United States market for certificates of deposit or the
London interbank market any other condition affecting its Euro-Dollar Loans,
its Note or its obligation to make Euro-Dollar Loans or its obligations
hereunder in respect to Letters of Credit;  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 Euro-Dollar 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.  (b)If,
after the date hereof, any Lender shall have determined that any applicable
law, rule or regulation regarding capital adequacy (irrespective of the actual
timing of the adoption or implementation thereof and including, without
limitation, any law or regulation adopted pursuant to the July 1988 report
of the Basle Committee on Banking Regulations and Supervisory Practices) or any
change therein, 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 Applicable Lending Office) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on capital of such Lender (or its Parent)  49 
   as a consequence of such Lenders obligations
hereunder to a level below that which such Lender (or its Parent) could have
achieved but for such law, regulation, change or compliance (taking into
consideration its policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, 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 (or its Parent) for such reduction.  (c)Each
Lender will promptly notify the Borrower and the Administrative Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to compensation pursuant to this Section and will designate
a different Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the sole
judgment of such Lender, be otherwise disadvantageous to such Lender.  A certificate of any Lender claiming
compensation under this Section and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error.  In determining such
amount, such Lender may use any reasonable averaging and attribution methods.  8.04Base Rate LoansSubstituted for Affected
Euro-Dollar 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 Borrower that the
circumstances giving rise to such suspension or demand for compensation no
longer exist:  (a)all
Loans which would otherwise be made by such Lender as Euro-Dollar Loans shall
be made instead as Base Rate Loans (on which interest and principal shall be
payable contemporaneously with the related Euro-Dollar Loans of the other
Lenders), and  (b)after
each of its Euro-Dollar Loans has been repaid, all payments of principal which
would otherwise be applied to repay such Euro-Dollar Loans shall be applied to
repay its Base Rate Loans instead.  ARTICLE IXMISCELLANEOUS  9.01Notices.  Unless
otherwise expressly provided herein, all notices and other communications
provided for hereunder shall be in writing (including by facsimile
transmission).  All such written notices
shall be mailed, faxed or delivered to the applicable address, facsimile number
or (subject to subsection (d) below) electronic mail address, and all notices
and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:  (a)if
to the Borrower, the Administrative Agent, the Issuing Lender or the Swing Line
Lender to the address, facsimile number, electronic mail address or telephone  50 
   number specified for such Person on its signature page
hereto or to such other address, facsimile number, electronic mail address or
telephone number as shall be designated by such party in a notice to the other
parties; and  (b)if
to any other Lender, to the address, facsimile number, electronic mail address
or telephone number specified in its Administrative Questionnaire or to such
other address, facsimile number, electronic mail address or telephone number as
shall be designated by such party in a notice to the Borrower, the Administrative
Agent, the Issuing Lender and the Swing Line Lender.  All such notices and
other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt by the relevant party hereto and (ii) (A) if
delivered by hand or by courier, when signed for by or on behalf of the
relevant party hereto; (B) if delivered by mail, four Business Days after
deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic
mail (which form of delivery is subject to the provisions of subsection (c)
below), when delivered; provided, however, that notices and other
communications to the Administrative Agent, the Issuing Lender and the Swing
Line Lender pursuant to Article II shall not be effective until
actually received by such Person.  In no
event shall a voicemail message be effective as a notice, communication or
confirmation hereunder.  (c)Loan
Documents may be transmitted and/or signed by facsimile.  The effectiveness of any such documents and
signatures shall, subject to applicable law, have the same force and effect as
manually-signed originals and shall be binding on all parties hereto.  The Administrative Agent may also require
that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request or deliver the
same shall not limit the effectiveness of any facsimile document or signature.  (d)Electronic
mail and Internet and intranet websites may be used only to distribute routine
communications, such as financial statements and other information as provided
in Section 5.01, and to distribute Loan Documents for execution by the parties
thereto, and may not be used for any other purpose.  (e)The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Notices of Borrowing) purportedly given by or on
behalf of the Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof.  The Borrower shall indemnify each Agent-Related Person and each
Lender from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the
Borrower.  All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.  51 
   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.  (a)The
Borrower agrees (a) to pay or reimburse the Administrative Agent for all
reasonable costs and expenses incurred in connection with the development,
preparation, negotiation and execution of this Agreement and the other Loan
Documents and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs,
and (b) to pay or reimburse the Administrative Agent and each Lender for all
reasonable costs and expenses incurred after an Event of Default in connection
with the enforcement, attempted enforcement, or preservation of any rights or
remedies under this Agreement or the other Loan Documents (including all such
costs and expenses incurred after an Event of Default during any workout or
restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs.  The foregoing costs and expenses
shall include all search, filing, recording, title insurance and appraisal
charges and fees and taxes related thereto, and other out-of-pocket expenses
incurred by the Administrative Agent and the cost of independent public accountants
and other outside experts retained by the Administrative Agent or any
Lender.  All amounts due under this
Section 9.03(a) shall be payable within ten Business Days after demand
therefor.  The agreements in this
Section shall survive the termination of the Commitments and repayment of all
other Obligations.  (b)Whether
or not the transactions contemplated hereby are consummated, the Borrower shall
indemnify and hold harmless each Agent-Related Person, each Lender and their
respective Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the Indemnitees) from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising
out of or in connection with (a) the execution, delivery, enforcement,
performance or administration of any Loan Document or any other agreement,
letter or instrument delivered in connection with the transactions contemplated
thereby or the consummation of the transactions contemplated thereby, (b) any
Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the Issuing Lender to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), or
(c) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory (including any investigation of, preparation for, or defense of any
pending or threatened claim, investigation, litigation or  52 
   proceeding) and regardless of whether any Indemnitee
is a party thereto (all the foregoing, collectively, the Indemnified Liabilities)
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses or disbursements
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.  No Indemnitee shall be
liable for any damages arising from the use by others of any information or other
materials obtained through IntraLinks or other similar information transmission
systems in connection with this Agreement, nor shall any Indemnitee have any
liability for any indirect or consequential damages relating to this Agreement
or any other Loan Document or arising out of its activities in connection
herewith or therewith (whether before or after the Effective Date).  All amounts due under this Section 9.03(b)
shall be payable within ten Business Days after demand therefor.  The agreements in this Section shall survive
the resignation of the Administrative Agent, the replacement of any Lender, the
termination of the Commitments and the repayment, satisfaction or discharge of
all the other Obligations.  9.04Amendments and Waivers.  No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Borrower therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower, and acknowledged by the Administrative Agent,
and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no such amendment, waiver or consent shall:  (a)waive
any condition set forth in Section 3.02 without the written consent of each
Lender;  (b)extend
or increase the Commitment of any Lender (or reinstate any Commitment
terminated pursuant to Section 6.01) without the written consent of such
Lender;  (c)postpone
any date fixed by this Agreement or any other Loan Document for any scheduled
payment of principal, interest, fees or other amounts due to the Lenders (or
any of them) or waive or excuse any such payment or postpone any scheduled
reduction of the Commitments hereunder or under any other Loan Document without
the written consent of each Lender directly affected thereby;  (d)reduce
the principal of, or the rate of interest specified herein on, any Loan or
(subject to clause (ii) of the second proviso to this Section 9.04) any fees or
other amounts payable hereunder or under any other Loan Document without the
written consent of each Lender directly affected thereby;  (e)change
Section 9.10 in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender; or  (f)change
any provision of this Section or the definition of Required Lenders or any
other provision hereof specifying the number or percentage of Lenders  53 
   required to amend, waive or otherwise modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender;  and, provided  further,
that (i) no amendment, waiver or consent shall, unless in writing and signed by
the Issuing Lender in addition to the Lenders required above, affect the rights
or duties of the Issuing Lender under this Agreement or any Letter of Credit
application relating to any Letter of Credit issued or to be issued by it; (ii)
no amendment, waiver or consent shall, unless in writing and signed by the
Swing Line Lender in addition to the Lenders required above, affect the rights
or duties of the Swing Line Lender under this Agreement; (iii) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required above, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document; (iv)
Section 9.05(h) may not be amended, waived or otherwise modified without the
consent of each Granting Lender all or any part of whose Loans are being funded
by an SPC at the time of such amendment, waiver or other modification; and (v)
any fee letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto. 
Each amendment, modification, supplement, extension, termination,
waiver, approval and consent under this Agreement and the other Loan Documents
shall be subject to the terms of all applicable laws, including Gaming Laws.  9.05Successors and Assigns.  (a)The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except that the Borrower may not assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of each
Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section, (iii) by way
of pledge or assignment of a security interest subject to the restrictions of
subsection (f) or (i) of this Section, or (iv) to an SPC in accordance with the
provisions of subsection (h) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in subsection (d) of this Section and, to the extent
expressly contemplated hereby, the Indemnitees) any legal or equitable right,
remedy or claim under or by reason of this Agreement.  Each Lender represents that it is not acquiring its Note with a
view to the distribution thereof within the meaning of the Securities Act of
1933, as amended.  (b)Any
Lender may at any time assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments and its Loans (including for purposes of this
subsection (b), participations in Letter of Credit Liabilities and in Swing
Line Loans) at the time owing to it); provided that (i) except in the
case of an assignment of the entire remaining amount of the assigning Lenders
Commitment and Loans at the time owing to it or in the case of an assignment to
a Lender or an Affiliate of a Lender or an Approved Fund (as defined in  54 
   subsection (g) of this Section) with respect to a
Lender, the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder) subject to each such assignment, determined as of
the date the Assignment Agreement with respect to such assignment is delivered
to the Administrative Agent or, if Trade Date is specified in the Assignment
Agreement, as of the Trade Date, shall not be less than $1,000,000 unless each
of the Administrative Agent and, so long as no Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made
as an assignment of a proportionate part of all the assigning Lenders rights
and obligations under this Agreement with respect to the Loans or the
Commitment assigned, except that this clause (ii) shall not apply to rights in
respect of Swing Line Loans; (iii) any assignment of a Revolving Commitment
must be approved by the Administrative Agent, the Issuing Lender and the Swing
Line Lender and, as long as no Default has occurred and is continuing, the
Borrower (each such consent not to be unreasonably withheld or delayed) unless
the Person that is the proposed assignee is itself a Lender (whether or not the
proposed assignee would otherwise qualify as an Eligible Assignee);
(iv) any assignment of Term Loans or a Term Loan Commitment must be
approved by the Administrative Agent and, so long as no Default has occurred
and is continuing, the Borrower (each such consent not to be unreasonably
withheld or delayed) unless the Person that is the proposed assignee is itself a
Lender (whether or not the proposed assignee would otherwise qualify as an
Eligible Assignee); and (v) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment Agreement, together with a
processing and recordation fee of $3,500. 
Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment Agreement, the Eligible Assignee thereunder shall
be a party to this Agreement and, to the extent of the interest assigned by
such Assignment Agreement, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment Agreement, be released from its
obligations under this Agreement (and, in the case of an Assignment Agreement
covering all of the assigning Lenders rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to
be entitled to the benefits of Sections 2.16, 8.03 and 9.03 with respect to
facts and circumstances occurring prior to the effective date of such
assignment).  Upon request, the Borrower
(at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.  (c)The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agents Office a copy of each
Assignment Agreement delivered to it and a register for the recordation of the
names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and Letter of Credit Liabilities owing to, each Lender
pursuant to the terms hereof from time to time (the Register).  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in  55 
   the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.  (d)Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person, Borrower or any of Borrowers Affiliates or Subsidiaries)
(each, a Participant) in all or a portion of such Lenders rights
and/or obligations under this Agreement (including all or a portion of its
Commitment and/or Loans (including such Lenders participations in Letter of
Credit Liabilities and/or Swing Line Loans) owing to it)); provided that
(i) such Lenders obligations under this Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lenders rights and obligations under this
Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other
modification described in subsections (c) or (d) of Section 9.04 that
directly affects such Participant.  (e)A
Participant shall not be a Lender hereunder for any purpose except, if
the participation agreement so provides, for the purposes of
Sections 2.18, 8.03 and 9.03 but only to the extent that the cost of such
benefits to the Borrower does not exceed the cost which the Borrower would have
incurred in respect of such Lender absent the participation.  (f)Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement (including under its Note, if any)
to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no such
pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.  (g)As
used herein, the following terms have the following meanings:  Fund means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.  Approved Fund
means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.  56 
   (h)Notwithstanding
anything to the contrary contained herein, any Lender (a Granting Lender) may
grant to a special purpose funding vehicle identified as such in writing from
time to time by the Granting Lender to the Administrative Agent and Borrower (an
SPC) the option to provide all or any part of any Loan that such
Granting Lender would otherwise be obligated to make pursuant to this
Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to
exercise such option or otherwise fails to make all or any part of such Loan,
the Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof.  Each party hereto hereby agrees
that (i) neither the grant to any SPC nor the exercise by any SPC of such
option shall increase the costs or expenses or otherwise increase or change the
obligations of the Borrower under this Agreement (including their obligations
under Sections 2.16 and 8.03), (ii) no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement for which a Lender
would be liable, and (iii) the Granting Lender shall for all purposes,
including the approval of any amendment, waiver or other modification of any
provision of any Loan Document, remain the lender of record hereunder.  The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender.  In furtherance of the foregoing, each party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that, prior
to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior debt of any SPC, it will not institute
against, or join any other Person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding
under the laws of the United States or any State thereof with respect to
matters directly related to this Agreement. 
Notwithstanding anything to the contrary contained herein, any SPC may
(i) with notice to, but without prior consent of the Borrower and the
Administrative Agent, assign all or any portion of its right to receive payment
with respect to any Loan to the Granting Lender and (ii) disclose on a
confidential basis any non-public information relating to its funding of Loans
to any rating agency, commercial paper dealer or provider of any surety or
guarantee or credit or liquidity enhancement to such SPC.  (i)Notwithstanding
anything to the contrary contained herein, any Lender that is a Fund may create
a security interest in all or any portion of the Loans owing to it and the
Note, if any, held by it to the trustee for holders of obligations owed, or
securities issued, by such Fund as security for such obligations or securities,
provided that unless and until such trustee actually becomes a Lender in
compliance with the other provisions of this Section 9.05, (i) no such
pledge shall release the pledging Lender from any of its obligations under the
Loan Documents and (ii) such trustee shall not be entitled to exercise any of
the rights of a Lender under the Loan Documents even though such trustee may
have acquired ownership rights with respect to the pledged interest through
foreclosure or otherwise.  (j)Notwithstanding
anything to the contrary herein, the rights of the Lenders to make assignment
of, and grant participations in, their Commitments shall be subject to the
approval of any Gaming Board, to the extent required by applicable Gaming Laws.  57 
   (k)Notwithstanding
anything to the contrary contained herein, if at any time Bank of America
assigns all of its Commitments and Loans pursuant to subsection (b) above, Bank
of America may, (i) upon 30 days notice to the Borrower and the Lenders,
resign as Issuing Lender and/or (ii) upon 30 days notice to the Borrower,
resign as Swing Line Lender.  In the event
of any such resignation as Issuing Lender or Swing Line Lender, the Borrower
shall be entitled to appoint from among the Lenders a successor Issuing Lender
or Swing Line Lender hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the resignation
of Bank of America as Issuing Lender or Swing Line Lender, as the case may
be.  If Bank of America resigns as
Issuing Lender, it shall retain all the rights and obligations of the Issuing
Lender hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as Issuing Lender and all Letter of Credit
Liabilities with respect thereto (including the right to require the Lenders to
fund risk participations in drawn Letters of Credit pursuant to Section 2.19).  If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders
to make Committed Revolving Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.03.  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.  58 
   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; provided that 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 PARTY TO THIS AGREEMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.  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 (or a professional advisor
thereof) in connection with any swap, securitization or derivative transaction
relating to or involving any of the rights or obligations of that Lender under
this Agreement or to another financial institution in connection with a  59 
   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
in each case 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. 
Notwithstanding anything herein to the contrary, confidential
information shall not include, and the Borrower, the Administrative Agent and
each Lender (and each authorized employee, representative, or other authorized
person thereof) may disclose to any and all Persons, without limitation of any
kind, the tax treatment and tax structure (in each case, within the meaning
of Treasury Regulation Section 1.6011-4) of the transactions contemplated
hereby and all materials of any kind (including opinions or other tax analyses)
that are provided to the Borrower, the Administrative Agent or such Lender
relating to such tax treatment and tax structure; provided that with
respect to any document or similar item that in either case contains
information concerning the tax treatment or tax structure of the transaction as
well as other information, this sentence shall only apply to such portions of
the document or similar item that relate to the tax treatment or tax structure
of the Loans and transactions contemplated hereby.  Nothing in this Section shall be construed to create or give rise
to any fiduciary duty on the part of any Lender.  9.13USA PATRIOT Act Notice.  Each Lender and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the Act), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act.  9.14Removal of a Lender.  The Borrower shall have the right to remove a Lender as a party
to this Agreement pursuant to this Section in the event that such Lender is the
subject of a Disqualification.  If the
Borrower is entitled to remove a Lender pursuant to this Section either: (a)
upon notice from the Borrower, the Lender being removed shall execute and
deliver an Assignment Agreement covering that Lenders Pro Rata Share of the
Commitments and the Loans thereunder (and in the case of the Revolving Commitment,
participations in the Letters of Credit and Swing Line Loans) held by that
Lender, in favor of one or more Eligible Assignees designated by the Borrower
and reasonably acceptable to the Administrative Agent, subject to payment of a
purchase price by such Eligible Assignee equal to all principal and accrued
interest, fees and other amounts payable to such Lender under this Agreement
through the date of the Assignment Agreement; or (b) the Borrower may reduce
the applicable Commitment(s) pursuant to Section 2.11 (and, for this
purpose, the numerical requirements of such Section shall not apply) by an
amount equal to that Lenders Pro Rata Share of such Commitments, pay and
provide to such Lender an amount equal to all principal and accrued interest, fees
and other amounts then owing to such Lender under this Agreement, and release
such Lender from its Pro Rata Share of such Commitments, upon which the
applicable Pro Rata Shares of the remaining  60 
   Lenders (including
without limitation such remaining Lenders respective participations in
outstanding Swing Line Loans, Letters of Credit and Letter of Credit
Liabilities) shall be ratably increased (but without any increase in the Dollar
amount of the Pro Rata Shares of such Lenders).  If, upon the removal of a Lender and the reduction in the
applicable Commitments pursuant to clause (b) of this Section 9.14, the
aggregate principal outstanding amount of all Revolving Loans and Swing Line
Loans plus the Letter of Credit Liabilities exceeds the aggregate Revolving
Commitments, the Borrower shall immediately repay the Revolving Loans in the
amount of such excess.  9.15Gaming Boards. 
The Lenders agree to cooperate with all Gaming Boards in connection with
the administration of their regulatory jurisdiction over the Borrower and its
Subsidiaries, including the provision of such documents or other information as
may be requested by any such Gaming Board relating to the Borrower or any of
its Subsidiaries or to the Loan Documents.  9.16Gaming Regulations.  Each party to this Agreement hereby acknowledges that the
consummation of the transactions contemplated by the Loan Documents is subject
to applicable Gaming Laws.  [Remainder of this page intentionally left blank]  61 
   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.   CAESARS ENTERTAINMENT, INC.By:
  /s/ HARRY C. HAGERTYName:
  Harry C. HagertyTitle:
  Executive Vice President and Chief Financial OfficerAddress for Notices:Caesars Entertainment, Inc.3930 Howard Hughes Parkway, 4th FloorLas Vegas, Nevada  89109Attention:  Chief Financial
  OfficerTelephone: 702-699-5030Facsimile: 702-699-5190With a copy to:Caesars Entertainment, Inc.3930 Howard Hughes Parkway, 4th FloorLas Vegas, Nevada 89109Attention: Chief Legal OfficerTelephone: 702-699-5033Facsimile: 702-699-5110  
   BANK OF AMERICA, N.A., as Administrative Agent, Issuing Lender and
  Swing Line LenderBy:
  /s/ JANICE HAMMONDName:
  Janice HammondTitle:
  Vice PresidentAddress for Notices:Bank of America, N.A.Gaming and Leisure Industries GroupPortfolio Management - CA9-706-17-54555 South Flower Street, 17th FloorLos Angeles, California  90071Attention: Janice Hammond, Vice PresidentTelephone: 213-345-1210Facsimile: 213-345-1213BANK OF AMERICA, N.A., as a LenderBy:
  /s/ MATTHEW KOENIGName:
  Matthew KoenigTitle:
  Managing DirectorAddress for Notices:Bank of America, N.A.Gaming and Leisure Industries GroupPortfolio Management - CA9-706-17-54555 South Flower Street, 17th FloorLos Angeles, California  90071Attention:  Matthew J. Koenig,
  Managing DirectorTelephone:  213-345-1198Facsimile:  213-345-1215With a copy to:Bank of America, N.A.Gaming and Leisure Industries GroupClient Management - CA9-706-17-54555 South Flower Street, 17th FloorLos Angeles, California  90071Attention: William S. Newby, Managing DirectorTelephone: 213-345-1194Facsimile: 213-345-1214  
   ALLIED IRISH BANKS, PLCBy:
  /s/ JOHN FARRACEName:
  John FarraceTitle:
  Senior Vice PresidentAddress for Notices:Allied Irish Banks, plcSuite 4650601 S. Figueroa StreetLos Angeles, CA 90017Attention: John FarraceTelephone: 213-593-4785Facsimile: 212-593-4766  
   BANK OF HAWAIIBy:
  /s/ SCOTT NAHMEName:
  Scott NahmeTitle:
  Vice PresidentAddress for Notices:Bank of Hawaii130 Merchant StreetFloor 20Honolulu, HI 96813Attention: Luke YehTelephone: 808-537-8014Facsimile: 808-537-8301  
   THE BANK OF NEW YORKBy:
  /s/ MEHRASA RAYGANIName:
  Mehrasa RayganiTitle:
  Vice PresidentAddress for Notices:The Bank of New York10990 Wilshire BoulevardSuite 1125Los Angeles, CA 90024Attention: Mehrasa RayganiTelephone: 310-996-8660Facsimile: 310-996-8667  
   THE BANK OF NOVA SCOTIABy:
  /s/ MICHAEL MITCHELLName:
  Michael MitchellTitle:
  DirectorAddress for Notices:The Bank of Nova Scotia580 California StreetSuite 2100San Francisco, CA 94104Attention:  Michael MitchellTelephone: 415-986-1100Facsimile: 415-397-0791  
   BANK OF SCOTLANDBy:
  /s/ JOSEPH FRATUSName:
  Joseph FratusTitle:
  First Vice PresidentAddress for Notices:Bank of Scotland, New York Office565 Fifth AvenueNew York, NY 10017Attention: Shirley VargasTelephone: 212-450-0875Facsimile: 212-479-2807  
   BARCLAYS BANK PLCBy:
  /s/ L. PETER YETMANName:
  L. Peter YetmanTitle:
  DirectorAddress for Notices:Barclays Bank PLC200 Park AvenueFloor 4New York, NY 10166Attention: Peter YetmanTelephone: 212-412-7683Facsimile: 212-412-7600  
   BNP PARIBASBy:
  /s/ JANICE S. H. HOName:
  Janice S.H. HoTitle:
  DirectorBy:
  /s/ CLIVE BETTLESName:
  Clive BettlesTitle:
  Managing DirectorAddress for Notices:BNP Paribas725 South Figueroa StreetSuite 2090Los Angeles, CA 90017Attention: Janice HoTelephone: 213-688-6411Facsimile: 213-488-9602  
   CITICORP USA, INC.By:
  /s/ ROBERT PARRName:
  Robert ParrTitle:
  Managing DirectorAddress for Notices:Citicorp USA, Inc.388 Greenwich StreetNew York, NY 10013Attention: Breddy BoomTelephone: 212-816-8188Facsimile: 212-816-8084  
   COMERICA WEST INCORPORATEDBy:
  /s/ EOIN P. COLLINSName:
  Eoin P. CollinsTitle:
  PresidentAddress for Notices:Comerica West Incorporated3980 Howard Hughes PkwySuite 350Las Vegas, NV 89109Attention: Eoin P. CollinsTelephone: 702-791-4802Facsimile: 702-791-2371  
   COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHESBy:
  /s/ WERNER SCHMIDBAUERName:
  Werner SchmidbauerTitle:
  SVPBy:
  /s/ YANGLING SIName:
  Yangling SiTitle:
  AVPAddress for Notices:Commerzbank AG, Los Angeles Branch633 West Fifth StreetSuite 6600Los Angeles, CA 90071Attention: Werner SchmidbauerTelephone: 213-623-8223Facsimile: 213-623-0039  
   CREDIT LYONNAIS NEW YORK BRANCHBy:
  /s/ F. FRANK HERRARAName:
  F. Frank HerraraTitle:
  Vice PresidentAddress for Notices:Credit Lyonnais515 South Flower StreetSuite 2200Los Angeles, CA 90071Attention: Donald SchubertTelephone: 213-362-5956Facsimile: 213-623-3437  
   DEUTSCHE BANKBy:
  /s/ LINDA WANGName:
  Linda WangTitle:
  Vice PresidentAddress for Notices:Deutsche Bank AG90 Hudson StreetJersey City, NJ 07302Attention:  Marlene A. CoombsTelephone: 201-593-2366Facsimile: 201-593-2520  
   E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCHBy:
  /s/ BENJAMIN LINName:
  Benjamin LinTitle:
  EVP & General ManagerAddress for Notices:E.Sun Commercial Bank, Ltd.17700 Castleton StreetSuite 500City of Industry, CA 91748Attention: Nina SiuTelephone: 626-810-2400 Ext. 223Facsimile: 626-839-5531  
   ERSTE BANKBy:
  /s/ BRYAN J. LYNCHName:
  Bryan J. LynchTitle:
  First Vice PresidentBy:
  /s/ BRANDON A. MEYERSONName:
  Brandon A. MeyersonTitle:
  Vice PresidentAddress for Notices:Erste Bank New York280 Park AvenueWest Building, Floor 32New York, NY 10017Attention: Bob WagmanTelephone: 212-984-5633Facsimile: 212-984-5627  
   FIRST TENNESSEE BANK NATIONAL ASSOCIATIONBy:
  /s/ R. SHANE NORMANName:
  R. Shane NormanTitle:
  Vice PresidentAddress for Notices:First Tennessee Bank National Association165 Madison AvenueFloor 9Memphis, TN 38103-2723Attention: James H. Moore, Jr.Telephone: 901-523-4108Facsimile: 901-523-4267  
   JPMORGAN CHASE BANKBy:
  /s/ DONALD S. SHOKRIANName:
  Donald S. ShokrianTitle:
  Managing DirectorAddress for Notices:JPMorgan Chase Bank270 Park AvenueFloor 4New York, NY 10017Attention: Donald ShokrianTelephone: 212-270-0606Facsimile: 212-270-5100  
   KEYBANK NATIONAL ASSOCIATIONBy:
  /s/ ROBERT W. BOSWELLName:
  Robert W. BoswellTitle:
  Vice PresidentAddress for Notices:KeyBank National Association601 108th Avenue N.E.Bellevue, WA 98004Attention: Michael VeghTelephone: 425-709-4578Facsimile: 425-709-4587  
   MIZUHO CORPORATE BANK, LTD.By:
  /s/ MARK GRONICHName:
  Mark GronichTitle:
  SVPAddress for Notices:Mizuho Corporate Bank, Ltd.1251 Avenue of the AmericasNew York, NY 10020-1104Attention: Marvin LazarTelephone: 212-262-4538Facsimile: 212-282-4488  
   NATIONAL CITY BANK OF MICHIGAN/ ILLINOISBy:
  /s/ RUSSEL H. LIEBETRAU, JR.Name:
  Russell H. Liebetrau, Jr.Title:
  Senior Vice PresidentAddress for Notices:National City Bank of Michigan/Illinois1001 South Worth StreetBirmingham, MI 48009Attention: Russell LiebetrauTelephone: 248-901-2392Facsimile: 248-901-2221  
   THE PEOPLES BANK, BILOXI, MISSISSIPPIBy:
  /s/ CHEVIS C. SWETMANName:
  Chevis C. SwetmanTitle:
  President & CEOAddress for Notices:The Peoples Bank, Biloxi, Mississippi152 Lameuse StreetBiloxi, MS 39530Attention: Chevis C. SwetmanTelephone: 228-435-8205Facsimile: 228-435-8417  
   THE ROYAL BANK OF SCOTLAND PLCBy:
  /s/ MARIA AMARAL-LEBLANCName:
  Maria Amaral-LeBlancTitle:
  Senior Vice PresidentAddress for Notices:The Royal Bank of Scotland plc101 Park AvenueFloor 12New York, NY 10178Attention: David AppsTelephone: 212-401-3745Facsimile: 212-401-3456  
   SOCIETE GENERALEBy:
  /s/ THOMAS K. DAYName:
  Thomas K. DayTitle:
  Managing DirectorAddress for Notices:Societe GeneraleFour EmbarcaderoFloor 12San Francisco, CA 94111Attention: Mary BrickleyTelephone: 415-646-7328Facsimile: 415-989-9922  
   SUMITOMO MITSUI BANKING CORPORATIONBy:
  /s/ AL GALLUZZOName:
  Al GalluzzoTitle:
  Senior Vice PresidentAddress for Notices:Sumitomo Mitsui Banking Corporation777 South Figueroa StreetSuite 2600Los Angeles, CA 90017-5824Attention: Al GalluzzoTelephone: 213-995-0855Facsimile: 213-623-6832  
   TRUSTMARK NATIONAL BANKBy:
  /s/ CRAIG E. SOSEBEEName:
  Craig E. SosebeeTitle:
  First Vice-PresidentAddress for Notices:Trustmark National Bank248 East Capitol StreetJackson, MS 39201Attention: Craig E. SosebeeTelephone: 601-208-5939Facsimile: 601-208-5030  
   UFJ BANK LIMITEDBy:
  /s/ JOSHIKO BOYDName:
  Joshiko BoydTitle:
  Vice PresidentAddress for Notices:UFJ Bank Limited601 South Figueroa StreetFloor 5Los Angeles, CA 90017Attention: Toshiko BoydTelephone: 213-533-7407Facsimile: 213-533-7494  
   UNION BANK OF CALIFORNIA, N.A.By:
  /s/ CLIFFORD F. CHOIName:
  Clifford F. ChoiTitle:
  Assistant Vice PresidentAddress for Notices:Union Bank of California, N.A.445 South Figueroa StreetFloor 16Los Angeles, CA 90071Attention: Cliff ChoTelephone: 213-236-5534Facsimile: 213-236-7636  
   U.S. BANK NATIONAL ASSOCIATIONBy:
  /s/ SCOTT J. BELLName:
  Scott J. BellTitle:
  Vice PresidentAddress for Notices:U.S. Bank National Association555 S.W. Oak StreetSuite 400Portland, OR 97204Attention: Scott J. BellTelephone: 503-275-4809Facsimile: 503-275-5428  
   WACHOVIA BANK, NATIONAL ASSOCIATIONBy:
  /s/ DANIEL EVANSName:
  Daniel EvansTitle:
  Managing DirectorAddress for Notices:Wachovia Bank, National Association191 Peachtree StreetAtlanta, GA 30303Attention: Daniel EvansTelephone: 404-332-4475Facsimile: 404-332-4058  
   WELLS FARGO BANK, NATIONAL ASSOCIATIONBy:
  /s/ CATHRYN SANTOROName:
  Cathryn SantoroTitle:
  Vice PresidentAddress for Notices:Wells Fargo Bank West,
  N.A.3800 Howard Hughes
  ParkwayLas Vegas, NV 89109Attention: Cathy SantoroTelephone: 702-791-6372Facsimile: 702-791-6248  
   SCHEDULE 1 Pricing Schedule 
Credit Agreement  This Schedule 1 is
attached to and made a part of the Credit Agreement dated as of April 20, 2004,
among Caesars Entertainment, Inc., a Delaware corporation, the Lenders,
Co-Syndication Agents and Co-Documentation Agents referred to therein, and Bank
of America, N.A., as Administrative Agent (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, Unused Fee Rate, IBOR Margin 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, provided that
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, unused 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, unused 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 and Unused Fee Rate shall equal
the percentages set forth below under the column corresponding to the Status
that exists on such day:  Status
  
  Level I
  
  Level II
  
  Level III
  
  Level IV
  
  Level VUnused Fee Rate
  
  0.200
  %
  0.200
  %
  0.250
  %
  0.300
  %
  0.300
  %Euro-Dollar
  Margin
  
  0.900
  %
  1.150
  %
  1.500
  %
  1.625
  %
  1.750
  %  The IBOR Margin and the
LC Fee Rate shall, as of each date of determination, be the percentage which
is equal to the then prevailing Euro-Dollar Margin.  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 the then prevailing Euro-Dollar Margin minus
1.250%  As of each date of
determination, the Status of the Borrower shall be determined on the basis of:  (a)the
Borrowers Debt Rating as of that date; or  (b)the
Leverage Ratio as of the last day of the fiscal quarter of Borrower ending
immediately prior to the first day of the Pricing Period in which such date of
determination occurs (the Applicable Leverage Ratio);  whichever such criteria
yields the more favorable pricing to the Borrower according to the following
standards:  1 
   Level I Status exists
at any date if, at such date, either (x) the Debt Rating is Superior
Investment Grade or higher or (y) the Applicable Leverage Ratio is less
than 3.50:1.  Level II Status exists
at any date if, at such date, (i) either (x) the Debt Rating is
Investment Grade or (y) the Applicable Leverage Ratio is less than 4.00:1
and (ii) Level I Status does not exist.  Level III Status exists
at any date, if, at such date, (i) the Applicable Leverage Ratio is less
than 4.50:1 and (ii) neither Level I Status nor Level II Status exists.  Level IV Status exists
at any date, if, at such date, (i) the Applicable Leverage Ratio is less
than 5.00 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, no such other Status exists.  2