<PAGE>

                                                                     EXHIBIT 4.2

                                    EXECUTION



                           SHORT TERM CREDIT AGREEMENT

                                   dated as of

                                 August 28, 2000

                                      among

                      PARK PLACE ENTERTAINMENT CORPORATION


       The Lenders, Documentation Agents, Co-Arrangers and Senior Managing
                            Agents Referred to Herein

                                       and


                              BANK OF AMERICA, N.A.
                             as Administrative Agent

                     --------------------------------------

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





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                                TABLE OF CONTENTS


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                                                                                                            PAGE

<S>                                                                                                      <C>
ARTICLE I DEFINITIONS.........................................................................................1
         1.01  Definitions....................................................................................1
         1.02  Accounting Terms and Determinations...........................................................14
         1.03  Types of Borrowings...........................................................................14

ARTICLE II THE CREDITS.......................................................................................16
         2.01  Commitments to Lend...........................................................................16
         2.02  Notice of Committed Borrowings................................................................16
         2.03  [RESERVED.....................................................................................17
         2.04  [RESERVED.....................................................................................17
         2.05  Conversion and Continuation of Committed Loans................................................17
         2.06  Notice to Lenders; Funding of Loans...........................................................17
         2.07  Notes.........................................................................................18
         2.08  Interest Rates................................................................................19
         2.09  Upfront Fees..................................................................................20
         2.10  Facility Fees.................................................................................20
         2.11  [RESERVED.....................................................................................20
         2.12  Optional Termination or Reduction of Commitments by the Borrower..............................20
         2.13  Optional Termination of Commitments by the Lenders............................................20
         2.14  Scheduled Termination of Commitments..........................................................21
         2.15  Extensions of the Termination Date............................................................21
         2.16  Optional Prepayments..........................................................................22
         2.17  General Provisions as to Payments.............................................................22
         2.18  Funding Losses................................................................................23
         2.19  Computation of Interest and Fees..............................................................23
         2.20  Withholding Tax Exemption.....................................................................23
         2.21  [RESERVED.....................................................................................24
         2.22  Regulation D Compensation.....................................................................24
         2.23  Increased Commitments; Additional Lenders.....................................................24

ARTICLE III CONDITIONS.......................................................................................26
         3.01  Borrowings....................................................................................26
         3.02  Effectiveness.................................................................................26

ARTICLE IV REPRESENTATIONS AND WARRANTIES....................................................................28
         4.01  Corporate Existence and Power.................................................................28
         4.02  Corporate and Governmental Authorization; Contravention.......................................28
         4.03  Binding Effect................................................................................28

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<S>                                                                                                      <C>
         4.04  Financial Information.........................................................................28
         4.05  Litigation....................................................................................28
         4.06  Compliance with ERISA.........................................................................29
         4.07  Taxes.........................................................................................29
         4.08  Significant Subsidiaries......................................................................29
         4.09  Not an Investment Company.....................................................................29
         4.10  Environmental Matters.........................................................................29
         4.11  Full Disclosure...............................................................................30
         4.12  Solvency......................................................................................30
         4.13  Gaming Laws...................................................................................30

ARTICLE V COVENANTS..........................................................................................31
         5.01  Information...................................................................................31
         5.02  Maintenance of Property; Insurance............................................................33
         5.03  Conduct of Business and Maintenance of Existence..............................................33
         5.04  Compliance with Laws..........................................................................34
         5.05  Inspection of Property, Books and Records.....................................................34
         5.06  Negative Pledge...............................................................................34
         5.07  Consolidations, Mergers and Sales of Assets...................................................35
         5.08  Hostile Tender Offers.........................................................................35
         5.09  Use of Proceeds...............................................................................35
         5.10  Leverage Ratio................................................................................36
         5.11  Interest Coverage Ratio.......................................................................36

ARTICLE VI DEFAULTS..........................................................................................37
         6.01  Events of Default.............................................................................37
         6.02  Notice of Default.............................................................................39

ARTICLE VII THE AGENTS.......................................................................................40
         7.01  Appointment and Authorization.................................................................40
         7.02  Agents and Affiliates.........................................................................40
         7.03  Action by Agents..............................................................................40
         7.04  Consultation with Experts.....................................................................40
         7.05  Liability of Agent............................................................................40
         7.06  Indemnification...............................................................................41
         7.07  Credit Decision...............................................................................41
         7.08  Successor Agent...............................................................................41
         7.09  Agents' Fees..................................................................................41

ARTICLE VIII CHANGE IN CIRCUMSTANCES.........................................................................42
         8.01  Basis for Determining Interest Rate Inadequate or Unfair......................................42
         8.02  Illegality....................................................................................42

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<S>                                                                                                      <C>
         8.03  Increased Cost and Reduced Return.............................................................43
         8.04  Base Rate Loans Substituted for Affected Fixed Rate Loans.....................................44

ARTICLE IX MISCELLANEOUS.....................................................................................46
         9.01  Notices.......................................................................................46
         9.02  No Waivers....................................................................................46
         9.03  Expenses; Documentary Taxes; Indemnification..................................................46
         9.04  Amendments and Waivers........................................................................47
         9.05  Successors and Assigns........................................................................47
         9.06  Collateral....................................................................................51
         9.07  California Law; Submission to Jurisdiction....................................................51
         9.08  Counterparts; Integration.....................................................................51
         9.09  Several Obligations...........................................................................51
         9.10  Sharing of Set-Offs...........................................................................51
         9.11  WAIVER OF JURY TRIAL..........................................................................52
         9.12  Confidentiality...............................................................................52

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SCHEDULES:
-----------
Schedule 1 -  Pricing Schedule

EXHIBITS:

Exhibit A  -  Compliance Certificate
Exhibit B  -  Form of Note
Exhibit C  -  Pricing Certificate
Exhibit D  -  Form of Notice of Committed Borrowing
Exhibit E  -  Extension Agreement
Exhibit F  -  Opinion of Sills Cummis Radin Tischman Epstein & Gross, P.A.
Exhibit G  -  Opinion of Sheppard, Mullin, Richter & Hampton, LLP
Exhibit H  -  Assignment and Assumption Agreement


                                      -iv-
<PAGE>




                           SHORT TERM CREDIT AGREEMENT


     SHORT TERM CREDIT AGREEMENT dated as of August 28, 2000, among PARK PLACE
ENTERTAINMENT CORPORATION, the Lenders listed on the signature pages hereto, and
BANK OF AMERICA, N.A., as Administrative Agent. THE BANK OF NOVA SCOTIA,
DEUTSCHE BANK ALEX BROWN, and MERRILL LYNCH CAPITAL CORPORATION, are
Documentation Agents and Co-Arrangers hereunder, and THE BANK OF NEW YORK, FIRST
UNION NATIONAL BANK and SG, are Senior Managing Agents hereunder.

     The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS


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

     "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

                                      -1-
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Person that has more than 100 record holders of such interests, will be deemed
to control such corporation or other Person.

     "Agents" mean, collectively, the Administrative Agent, the Documentation
Agents and Co-Arrangers and the Senior Managing 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.

     "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   of 1% (50 basis points).

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

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

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

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

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

     "Caesars" means Caesars World, Inc., a Florida corporation.


                                      -2-
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     "Caesars Acquisition" means the acquisition by the Borrower of Caesars,
Sheraton Tunica and Starwood's interests in Metropolitan Entertainment Group, a
Canadian partnership, pursuant to the Caesars Acquisition Agreement.

     "Caesars Acquisition Agreement" means the Stock Purchase Agreement dated as
of April 27, 1999 among Starwood, ITT Sheraton Corporation, Starwood Canada
Corp, Caesars, Sheraton Desert Inn Corporation, Sheraton Tunica and the
Borrower.

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

     "Commitment" means, as to each Lender, the commitment of that Lender to
make Loans in each case as such amount may be reduced from time to time pursuant
to Section 2.12, 2.13 or

                                      -3-
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2.14, or increased pursuant to Section 2.23. The aggregate amount of the
Commitments under this Agreement as of the Effective Date is $1,900,000,000. As
of the Effective Date, each Lender has made a Commitment which is equal to the
amount of the Note issued to that Lender on the Effective Date.

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

     "Compliance Certificate" means a certificate, substantially in the form 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.

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

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

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

     "Consolidated Interest Expense" means, for any period, net interest expense
of the Borrower and its Consolidated Subsidiaries for such period, determined in
accordance with generally accepted accounting principles, PROVIDED that in
calculating "Consolidated Interest Expense" for any period, the interest
expenses of the Borrower and its Consolidated Subsidiaries shall be adjusted for
any acquisition or disposition of any resort or casino property acquired or sold
or otherwise disposed of by the Borrower and its Subsidiaries during

                                      -4-

<PAGE>

the relevant period, on a pro forma basis, utilizing a reasonable methodology
which shall be (i) proposed by the Borrower, (ii) consented to by the
Administrative Agent at the time of such calculation, which consent shall not be
unreasonably withheld, and (iii) not objected to in writing by the Required
Lenders within the ten Business Days following notice of such methodology.

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

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

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

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

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

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


                                      -5-
<PAGE>

     "Documentation Agents and Co-Arrangers" means, collectively, The Bank of
Nova Scotia, Deutsche Bank Alex Brown and Merrill Lynch Capital Corporation,
when acting in their capacities as documentation agents and co-arrangers
hereunder. The capacity of the Documentation Agents and Co-Arrangers is titular
in nature, and the Documentation Agents and Co-Arrangers shall have no
obligations or liabilities under the Loan Documents by reason of acting in such
capacity.

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

     "Domestic Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City or Los Angeles are authorized or
required by law to close.

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

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

     "Eligible Assignee" means (a) another Lender, (b) with respect to any
Lender, any Affiliate of that Lender, (c) any commercial bank having a combined
capital and surplus of $500,000,000 or more, (d) any (i) savings bank, savings
and loan association or similar financial institution or (ii) insurance company
engaged in the business of writing insurance which, in either case (A) has a net
worth of $500,000,000 or more, (B) is engaged in the business of lending money
and extending credit under credit facilities substantially similar to those
extended under this Agreement and (C) is operationally and procedurally able to
meet the obligations of a Lender hereunder to the same degree as a commercial
bank and (e) any other financial institution (INCLUDING a mutual fund or other
fund) having total assets of $250,000,000 or more which meets the requirements
set forth in subclauses (B) and (C) of clause (d) above; PROVIDED that each
Eligible Assignee must either (a) be organized under the laws of the United
States of America, any State thereof or the District of Columbia or (b) be
organized under the laws of the Cayman Islands or any country which is a member
of the Organization for Economic Cooperation and Development, or a political
subdivision of such a country, and (i) act hereunder through a branch, agency or
funding office located in the United States of America and (ii) is otherwise
exempt from withholding of tax on interest and delivers Form W-8 ECI pursuant to
Section 2.20 at the time of any assignment pursuant to Section 9.05.

                                      -6-
<PAGE>


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

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

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

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

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

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

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

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

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

     "Existing Short Term Credit Agreements" means collectively, the
$2,000,000,000 Short Term Credit Agreement dated as of August 31, 1999 and the
$1,000,000,000 Short Term Credit Agreement dated as of August 31, 1999, in each
case

                                      -7-
<PAGE>

among the Borrower, the lenders therein named and the Administrative Agent, as
amended.

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

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

     "Fixed Rate Loans" means Euro-Dollar Loans.

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

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

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

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

     "Guarantee" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase

                                      -8-
<PAGE>

or payment of) such Debt (whether arising by virtue of partnership arrangements,
by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (ii)
entered into for the purpose of assuring in any other manner the holder of such
Debt of the payment thereof or to protect such holder against loss in respect
thereof (in whole or in part), including by way of provision of letters of
credit or other contingent obligations with respect thereto, PROVIDED that the
term Guarantee shall not include (x) endorsements for collection or deposit in
the ordinary course of business or (y) performance or completion guarantees. The
term "Guarantee" used as a verb has a corresponding meaning.

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

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

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

     "Interest Period" means, 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
Committed 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 (a)(iii) 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

                                      -9-
<PAGE>

amended, or any successor statute.

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

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

     "Lender" means each lender listed on the signature pages hereof and each
Lender which accepts an assignment pursuant to Section 9.05, and their
respective successors.

     "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.

     "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 the Borrower and its Subsidiaries.

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

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

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

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

                                      -10-
<PAGE>

Interest Period.

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

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

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

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

     "New Project" means each new hotel - casino, casino or resort project (as
opposed to any project which consists of an extension or redevelopment of an
operating hotel, casino or resort) having a development and construction budget
in excess of $25,000,000 which hereafter receives a certificate of completion or
occupancy and all relevant gaming and other licenses, and in fact commences
operations. Without limitation, for all periods in which the opening thereof
occurred, the Paris Hotel & Casino located in Las Vegas, Nevada, shall be
considered to be a "New Project."

     "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 Committed Borrowing (as defined in
Section 2.02).

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

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

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

     "Other Credit Agreement" means the Five Year Credit Agreement dated as of

                                      -11-
<PAGE>


December 31, 1998 among the Borrower, the lenders therein named and Bank of
America, N.A., as Administrative Agent, as amended by Amendment No. 1 dated as
of August 31, 1999 and Amendment No. 2 dated as of the date hereof, and as at
any time further amended.

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

     "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 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 August 31, 2000, and (b) each period of three months beginning on the
first day of each March, June, September and December and ending on the last day
of the succeeding May, August, November and February.

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

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

                                      -12-
<PAGE>

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

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

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

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

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

     "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc., and its successors.

     "Senior Managing Agents" means The Bank of New York, First Union National
Bank and SG, in each case in their capacity as Senior Managing Agents hereunder.
The capacity of the Senior Managing Agents is titular in nature, and the Senior
Managing Agents shall have no obligations or liabilities under the Loan
Documents by reason of acting in such capacity.

     "Sheraton Tunica" means Sheraton Tunica Corporation, a Delaware
corporation.

     "Significant Subsidiary" means each Subsidiary of the Borrower at any time

                                      -13-
<PAGE>

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

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

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

     "Starwood" means Starwood Hotels & Resorts Worldwide, Inc., a Maryland
corporation.

     "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.

     "Termination Date" means August 26, 2001 or such later date to which the
Revolving Credit Period shall have been extended pursuant to Section 2.15, or,
if such day is not a Euro-Dollar Business Day, the next preceding Euro-Dollar
Business Day.

     "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.

                                      -14-
<PAGE>

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

     1.03  TYPES 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).


                                      -15-

<PAGE>


                                   ARTICLE II

                                   THE CREDITS

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


     2.02  NOTICE OF COMMITTED BORROWINGS. The Borrower shall give the
Administrative Agent notice (a "Notice of Committed Borrowing"), substantially
in the form of Exhibit D hereto, not later than 8:30 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.

                                      -16-
<PAGE>



     2.03  [RESERVED.]

     2.04  [RESERVED.]

     2.05  CONVERSION AND CONTINUATION OF COMMITTED LOANS. Subject to the
provisions of this Article II governing the making of Euro-Dollar Loans, the
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.

     The Borrower shall deliver, to the Administrative Agent, notice of any such
conversion or continuation, substantially in the form of Exhibit D (each a
"Notice of Conversion/Continuation"), no later than 8:30 A.M. (California local
time) at least one Domestic Business Day in advance of the proposed conversion
date (in the case of a conversion to a Base Rate Loan) and at least three
Euro-Dollar Business Days in advance of the proposed conversion/continuation
date (in the case of a conversion to, or a continuation of, a Euro-Dollar Loan).
A Notice of Conversion/Continuation shall specify (i) the proposed
conversion/continuation date (which shall be a Business Day in the case of Base
Rate Loans and a Euro-Dollar Business Day, in the case of conversion to or
continuation of Euro-Dollar Loans), (ii) the amount and type of the Loan to be
converted/continued, (iii) the nature of the proposed conversion/continuation,
(iv) in the case of a conversion to, or a continuation of, a Euro-Dollar Loan,
the requested Interest Period, and (v) in the case of a conversion to, or a
continuation of, a Euro-Dollar Loan, that no Default or Event of Default has
occurred and is continuing.

     2.06  NOTICE TO LENDERS; FUNDING OF LOANS.

          (1)  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.

          (2)  Not later than 11:00 A.M. (California local time) on the date of
     each Borrowing, if such Borrowing is

                                      -17-

<PAGE>

     to be made in Dollars, 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.

          (3)  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 2.17, as the case may be.

          (4)  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 2.06
     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 annum equal to the higher of the Federal Funds Rate and the
     interest rate applicable thereto pursuant to Section 2.08 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

                                      -18-
<PAGE>

     interest rate applicable thereto pursuant to Section 2.08, the applicable
     Lender shall pay the Borrower the difference between such rates.

     2.07 NOTES.

          (1)  The Committed Loans of each Lender shall be evidenced by a single
     Note payable to the order of such Lender for the account of its Applicable
     Lending Office in an amount equal to such Lender's Commitment.

          (2)  [RESERVED.]

          (3)  Upon receipt of each Lender's Note pursuant to Section 3.02(b),
     the Administrative Agent shall forward such Note 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 Note, 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 Note and to attach to and make a part of its
     Note a continuation of any such schedule as and when required.

     2.08 INTEREST 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 London Interbank Offered 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

                                      -19-
<PAGE>

longer than three months, at intervals of three months after the first day
thereof.

     (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 2% plus the Euro-Dollar
Margin for such day plus the quotient obtained (rounded upwards, if necessary,
to the next higher 1/100 of 1%) by dividing (i) the average (rounded upward, if
necessary, to the next higher 1/16 of 1%) of the respective rates per annum at
which one day (or, if such amount due remains unpaid more than three Euro-Dollar
Business Days, then for such period of time not longer than 6 months as the
Administrative Agent may elect) deposits in Dollars in an amount approximately
equal to such overdue payment due to the Administrative Agent are offered to the
Administrative Agent in the London interbank market for the applicable period
determined as provided above by (ii) 1.00 minus the Euro-Dollar Reserve
Percentage (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)  [RESERVED.]

     (e)  [RESERVED.]

     (f)  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.

     2.09 UPFRONT FEES. On the Effective Date, the Borrower shall pay to the
Administrative Agent for the account of each Lender non-refundable upfront fees
in the amounts set forth in letter agreements between each Lender and the Lead
Arranger and Sole Book Manager and advised by the Lead Arranger and Sole Book
Manager to the Borrower.

     2.10 FACILITY FEES. The Borrower shall pay to the Administrative Agent for
the account of the Lenders ratably facility fees at the Facility Fee Rate
determined daily in accordance with the Schedule 1 (the "Facility Fee Rate").
Such facility fee shall accrue from and including the Effective Date to but
excluding the Termination Date (or earlier date of termination of the
Commitments in their entirety), on the daily aggregate amount of the Commitments
(whether used or unused). Facility fees shall be payable quarterly in arrears on

                                      -20-
<PAGE>

December 1, 2000 and on the first day of each subsequent March, June, September
and December and upon the date of termination of the Commitments in their
entirety, and are non-refundable.

     2.11 [RESERVED.]

     2.12 OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS BY THE BORROWER.
During the Revolving Credit Period, the Borrower may, upon at least five
Domestic Business Days' notice to the Administrative Agent, (i) terminate the
Commitments at any time, if no Loans are outstanding at such time or (ii)
ratably and permanently reduce from time to time by an aggregate amount of
$25,000,000 or any larger amount in multiples of $1,000,000, the aggregate
amount of the Commitments in excess of the the aggregate outstanding principal
balance of the Loans.

     2.13 OPTIONAL TERMINATION OF COMMITMENTS BY THE LENDERS. Following the
occurrence of a Change of Control, the Required Lenders may in their sole and
absolute discretion elect, during the sixty day period immediately subsequent to
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, to the extent that there is then any Debt evidenced by the Notes, the same
shall be immediately due and payable.

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

     2.15 EXTENSIONS OF THE TERMINATION DATE. The Termination Date may be
extended, in the manner set forth in this Section, for a period of 364 days
after the date on which the Termination Date would otherwise have occurred. If
the Borrower wishes to extend the Termination Date, it shall give written notice
to that effect to the Administrative Agent not less than 90 days nor more than
150 days following the delivery to the Administrative Agent of the audited
annual financial statements of the Borrower in accordance with Section 5.01(a),
whereupon the Administrative Agent shall notify each of the Lenders of such
notice. Each Lender will respond to such request, whether affirmatively or
negatively, within the period which ends upon the later of (i) 30 days following
the

                                      -21-
<PAGE>

Borrower's request, or (ii) 45 days prior to the then effective Termination Date
(the "Response Date"). If a Lender or Lenders respond negatively or fail to
timely respond to such request (each non-responding Lender being conclusively
deemed to refuse to consent to the extension), but such non-extending Lender(s)
have Commitment(s) aggregating less than 33 1/3% of the aggregate amount of the
Commitments, the Borrower shall, for a period of 60 days following the Response
Date, have the right, with the assistance of the Administrative Agent, to seek a
mutually satisfactory substitute financial institution or financial institutions
(which may be one or more of the Lenders) to assume the Commitment(s) of such
non-extending Lender(s). Not later than the third Domestic Business Day prior to
the end of such 60-day period, the Borrower shall, by notice to the Lenders
through the Administrative Agent, either (i) terminate, effective on the third
Domestic Business Day after the giving of such notice, the Commitment(s) of such
non-extending Lender(s), whereupon the Lenders who have consented to the
extension shall continue with their Commitments unaffected to lend subject to
the terms of this Agreement to the new Termination Date, or (ii) designate one
or more new financial institutions reasonably acceptable to the Administrative
Agent to assume the Commitments of such non-extending Lenders, whereupon the
aggregate amount of such Commitment(s) shall be assumed by such substitute
financial institution or financial institutions within such 60-day period or
(iii) withdraw its request for an extension of the Termination Date, in which
case the Commitments shall continue unaffected. The failure of the Borrower to
timely take the actions contemplated by clause (i) or (ii) of the preceding
sentence shall be deemed a withdrawal of its request for an extension as
contemplated by clause (iii) whether or not notice to such effect is given, and
in no event shall the Termination Date be extended unless each Lender which has
not consented to the proposed extension has been either replaced or terminated
as set forth above. So long as Lenders having Commitment(s) totaling not less
than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded
affirmatively to such a request, and such request is not withdrawn in accordance
with the preceding sentence, then, subject to receipt by the Administrative
Agent of counterparts of an Extension Agreement in substantially the form of
Exhibit E duly completed and signed by the Borrower and each of the
affirmatively responding Lenders, the Termination Date shall be extended,
effective on such extension date, for a period of 364 days to the date stated in
such Extension Agreement.

     2.16 OPTIONAL PREPAYMENTS.

          (1)  Subject in the case of any Euro-Dollar Borrowing to Section 2.17,
     the Borrower may, upon at least


                                      -22-
<PAGE>

     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.

          (2)  [RESERVED.]

          (3)  Upon receipt of a notice of prepayment pursuant to this Section,
     the Administrative Agent shall promptly notify each Lender of the contents
     thereof and of such Lender's ratable share (if any) of such prepayment and
     such notice shall not thereafter be revocable by the Borrower.

     2.17 GENERAL PROVISIONS AS TO PAYMENTS.

          (4)  The Borrower shall make each payment of principal of, and
     interest on, Loans 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 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.


                                      -23-
<PAGE>



          (5)  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.

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

     2.19 COMPUTATION 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).

     2.20 WITHHOLDING 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

                                      -24-
<PAGE>

such Lender is entitled to receive payments under this Agreement and the Notes
without deduction or withholding of any United States federal income taxes.

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

     2.21 [RESERVED.]

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

                                      -25-

<PAGE>

     2.23 INCREASED COMMITMENTS; ADDITIONAL LENDERS.

          (a)  Subsequent to the Effective Date, the Borrower may, upon at least
30 days notice to the Administrative Agent (which shall promptly provide a copy
of such notice to the Lenders), propose to increase the aggregate amount of the
Commitments and the Other Commitments by an aggregate amount not to exceed
$225,000,000 (the amount of any such increase of the Commitments being referred
to as the "Increased Commitments"). Each Lender party to this Agreement at such
time shall have the right (but no obligation), for a period of 15 days following
receipt of such notice, to elect by notice to the Borrower and the
Administrative Agent to increase its Commitment by a principal amount which
bears the same ratio to the Increased Commitments as its then Commitment bears
to the aggregate Commitments then existing. Each Lender which fails to respond
to any such request shall be conclusively deemed to have refused to consent to
an increase in its Commitment.

          (b)  If any Lender party to this Agreement shall not elect to increase
its Commitment pursuant to subsection (a) of this Section, the Borrower may
designate 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
Commitment 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 2.23 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 Commitment is 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 evidence of appropriate corporate
authorization on the part of the Borrower 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.


                                      -26-
<PAGE>

                                   ARTICLE III

                                   CONDITIONS

     3.01 BORROWINGS. The obligation of any Lender to make a Loan on the
occasion of any Borrowing is subject to the satisfaction of the following
conditions:

               (1)  receipt by the Administrative Agent of a Notice of Borrowing
     as required by Section 2.02;

               (2)  immediately after such Borrowing, the sum of the aggregate
     outstanding principal amount of the Loans will not exceed the aggregate
     amount of the Commitments;

               (3)  immediately before and after such Borrowing, no Default or
     Event of Default shall have occurred and be continuing; and

               (4)  the representations and warranties of the Borrower contained
     in this Agreement (except the representations and warranties set forth in
     Section 4.04(b) 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.

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

     3.02 EFFECTIVENESS. This Agreement shall become effective on the date that
each of the following conditions shall have been satisfied (or waived in
accordance with Section 9.04):

               (1)  receipt by the Administrative Agent of counterparts hereof
     signed by each of the parties hereto (or, in the case of 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);

               (2)  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 2.05;

               (3)  receipt by the Administrative Agent of an

                                      -27-
<PAGE>

     opinion of Sills Cummis Radin Tischman Epstein & Gross, P.A., substantially
     in the form of Exhibit F and an opinion of Sheppard, Mullin, Richter &
     Hampton, LLP, substantially in the form of Exhibit G;

               (4)  arrangements satisfactory to the Administrative Agent for
     the repayment of all loans (if any) outstanding under the Existing Short
     Term Credit Agreements and the termination of the lending commitments
     thereunder;

               (5)  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.

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.


                                      -28-
<PAGE>

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                   The Borrower represents and warrants that:

     4.01 CORPORATE EXISTENCE AND POWER. The Borrower (a) is a corporation duly
incorporated, validly existing and in good standing under the laws of Delaware,
(b) has all corporate powers and authority and all material governmental
licenses (including, without limitation, any such license issued by a Gaming
Board), authorizations, consents and approvals required to own its property and
assets and carry on its business as now conducted and (c) is duly qualified as a
foreign corporation and in good standing in each jurisdiction where the
ownership, leasing and operation of its property or the conduct of its business
requires such qualification.

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

     4.03 BINDING EFFECT. This Agreement constitutes a valid and binding
agreement of the Borrower and the Notes, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations of
the Borrower, in each case enforceable in accordance with their respective
terms.

     4.04 FINANCIAL INFORMATION.

          (1)  [RESERVED.]

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

     4.05 LITIGATION. Except as disclosed in the Borrower's form 10-K report for
the year ended December 31,

                                      -29-
<PAGE>

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

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

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

     4.08 SIGNIFICANT SUBSIDIARIES. Each of the Significant Subsidiaries (a) is
duly formed, validly existing and in good standing under the laws of its
jurisdiction of

                                      -30-
<PAGE>

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

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

     4.10 ENVIRONMENTAL 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.

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

     4.12 SOLVENCY. Giving effect hereto, as of the Effective Date, the Borrower
and its Significant Subsidiaries are, on a consolidated basis, Solvent.

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


                                      -31-
<PAGE>


                                    ARTICLE V

                                    COVENANTS

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

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

          (1)  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
     Deloitte & Touche or other independent public accountants of nationally
     recognized standing;

          (2)  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;

          (3)  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;

                                      -32-

<PAGE>


          (4)  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;

          (5)  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;

          (6)  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 Authorized Officer setting forth the details thereof and
     the action which the Borrower is taking or proposes to take with respect
     thereto;

          (7)  promptly upon the mailing thereof to the shareholders of the
     Borrower generally, copies of all financial statements, reports and proxy
     statements so mailed;

          (8)  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;

          (9)  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,

                                      -33-
<PAGE>

     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;

          (10) forthwith, notice of any change of which the Borrower becomes
     aware in the rating by S&P or Moody's, of the Borrower's outstanding senior
     unsecured long-term debt securities; and

          (11) 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.

     5.02 MAINTENANCE OF PROPERTY; INSURANCE.

          (1)  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.

          (2)  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

                                      -34-
<PAGE>


     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.

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

     5.04 COMPLIANCE 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.

     5.05 INSPECTION 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.

                                      -35-
<PAGE>

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

          (1)  Liens existing as of the Effective Date;

          (2)  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;

          (3)  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;

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

          (5)  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;

               (6)  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;

               (7)  Liens securing Debt of a Subsidiary to the Borrower or
     another Subsidiary; and

               (8)  Liens not otherwise permitted by the foregoing clauses of
     this Section encumbering assets of the Borrower and its Consolidated
     Subsidiaries having an

                                      -36-
<PAGE>

     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)).

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

     5.08 HOSTILE 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 the Borrower or its relevant
Subsidiaries that it opposes such offer or purchase and such notice has not been
withdrawn or superseded.

     5.09 USE 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 (a) the refinancing of obligations under the Existing Short Term
Credit Agreements and transactional and other expenses associated herewith, and
(b) for working capital (including without limitation refinancing of obligations
under the Other Credit Agreement), capital expenditures, the back stop of
commercial paper and the acquisition of full-service hotel\casino, casino and
casino\resort properties. 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.

                                      -37-
<PAGE>

     5.10 LEVERAGE RATIO. The Leverage Ratio will not, as of the last day of any
fiscal quarter of the Borrower described in the matrix below, exceed the ratio
set forth opposite that fiscal quarter:

<TABLE>
<CAPTION>

                  FISCAL QUARTERS ENDING             MAXIMUM RATIO
                  --------------------------------------------------

<S>               <C>                               <C>
                  September 30, 2000 and
                  December 31, 2000                      4.75:1.00

                  Later Fiscal Quarters, if any          4.50:1.00.
</TABLE>

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

<TABLE>
<CAPTION>
                  FISCAL QUARTERS ENDING             MINIMUM RATIO
                  --------------------------------------------------

<S>               <C>                                <C>
                  September 30, 2000 through and
                  including June 30, 2001            2.50:1.00

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

                  Later Fiscal Quarters, if any      3.00:1.00.

</TABLE>

                                      -38-

<PAGE>


                                   ARTICLE VI

                                    DEFAULTS

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

          (1)  the Borrower shall fail to (i) pay when due any principal of any
     Loan under this Agreement, or (ii) pay within five days of the due date
     thereof any interest, fees or other amount payable hereunder;

          (2)  the Borrower shall fail to observe or perform any covenant
     contained in Sections 5.06 to 5.11, inclusive;

          (3)  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;

          (4)  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);

          (5)  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;

          (6)  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;

          (7)  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,

                                      -39-
<PAGE>

     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;

          (8)  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;

          (9)  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;

          (10) a judgment or order for the payment of money in excess of
     $25,000,000 shall be rendered against the Borrower or any Subsidiary and
     such judgment or order shall continue unsatisfied and unstayed for a period
     of 30 days;

                                      -40-
<PAGE>


               (k)  the occurrence of a License Revocation with respect to a
          license issued to the Borrower or any of its 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 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 Loans  (together  with  accrued  interest
thereon) to be, and the Loans  (together  with accrued  interest  thereon) shall
thereupon  become,  immediately  due and payable  without  presentment,  demand,
protest  or other  notice of any kind,  all of which  are  hereby  waived by the
Borrower; 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  (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.

     6.02 NOTICE 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.

                                      -41-

<PAGE>

                                   ARTICLE VII

                                   THE AGENTS

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

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

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

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

     7.05 LIABILITY OF AGENT. Neither any Agent nor any of their respective
affiliates nor any of the respective directors, officers, agents or employees of
any of the foregoing shall be liable for any action taken or not taken by it in
connection herewith (i) with the consent or at the request of the Required
Lenders or (ii) in the absence of its own gross negligence or willful
misconduct. Neither any Agent nor any of their respective affiliates nor any of
the respective directors, officers, agents or employees of any of the foregoing
shall be responsible for or have any duty to ascertain, inquire into or verify
(i) any statement, warranty or representation made in connection with this
Agreement or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of the Borrower; (iii) the satisfaction of any
condition specified in Article III, except in the case of the Administrative
Agent receipt of items

                                      -42-
<PAGE>

required to be delivered to it; or (iv) the validity, effectiveness or
genuineness of this Agreement, the Notes or any other instrument or writing
furnished in connection herewith. The Administrative Agent shall incur no
liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex, facsimile
transmission or similar writing) believed by it to be genuine or to be signed by
the proper party or parties.

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

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

     7.08 SUCCESSOR AGENT. The Administrative Agent may resign at any time
subject to the appointment of a successor Agent by giving notice to the Lenders
and the Borrower. Upon any such resignation, the Required Lenders shall have the
right to appoint a successor Agent with the consent of the Borrower, which
consent shall not be unreasonably withheld or delayed; provided that no such
consent shall be required if the successor Agent is a Lender. If no successor
Agent shall have been so appointed, and shall have accepted such appointment,
within 30 days after the retiring Agent's 'giving of notice of resignation, then
the retiring Agent may, on behalf of the Lenders, and without the Borrower's
consent, appoint a successor Agent, which shall be a commercial bank organized
or licensed under the laws of the United States of America or of any State
thereof and having a combined capital and surplus of at least $1,000,000,000.
Upon the acceptance of its appointment as Agent hereunder by a successor

                                      -43-
<PAGE>

Agent, such successor Agent shall thereupon succeed to and become vested with
all the rights and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Article shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent.

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


                                      -44-
<PAGE>

                                  ARTICLE VIII

                             CHANGE IN CIRCUMSTANCES

     8.01 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or
prior to the first day of any Interest Period for any Fixed Rate Borrowing:

          (1)  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

          (2)  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 London Interbank Offered 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 Fixed Rate Borrowing for which a Notice of Borrowing
has previously been given that it elects not to borrow on such date, such Fixed
Rate 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.

     8.02 ILLEGALITY. 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

                                      -45-
<PAGE>

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.

     8.03 INCREASED COST AND REDUCED RETURN.

               (1)  If on or after the date hereof, 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 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:

                    (1)  shall subject any Lender (or its Applicable Lending
          Office) to any tax, duty or other charge with respect to its Fixed
          Rate Loans, its Note or its obligation to make Fixed Rate Loans, 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
          Fixed Rate Loans or any other amounts due under this Agreement in
          respect of its Fixed Rate Loans or its obligation to make Fixed Rate
          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

                    (2)  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

                                      -46-
<PAGE>

          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 Fixed Rate Loans, its Note or its
          obligation to make Fixed Rate Loans;


     and the result of any of the foregoing is to increase the cost to such
     Lender (or its Applicable Lending Office) of making or maintaining any
     Fixed Rate Loan, or 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.

          (2)  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) 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

                                      -47-
<PAGE>

     additional amount or amounts as will compensate such Lender (or its Parent)
     for such reduction.

          (3)  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.

     8.04 BASE RATE LOANS SUBSTITUTED FOR AFFECTED FIXED RATE LOANS. If (i) the
obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant
to Section 8.02 or (ii) any Lender has demanded compensation under Section
8.03(a) and the Borrower shall, by at least five Euro-Dollar Business Days,
prior notice to such Lender through the Administrative Agent, have elected that
the provisions of this Section shall apply to such Lender, then, unless and
until such Lender notifies the Borrower that the circumstances giving rise to
such suspension or demand for compensation no longer exist:

          (1)  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
     Fixed Rate Loans of the other Lenders), and

          (2)  after each of its Euro-Dollar Loans has been repaid, all payments
     of principal which would otherwise be applied to repay such Fixed Rate
     Loans shall be applied to repay its Base Rate Loans instead.


                                      -48-
<PAGE>


                                   ARTICLE IX

                                  MISCELLANEOUS

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

     9.02 NO 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.

                                      -49-
<PAGE>

     9.03 EXPENSES; DOCUMENTARY TAXES; INDEMNIFICATION.

          (1)  The Borrower shall pay (i) all reasonable out-of-pocket expenses
     of the Administrative Agent and the Lead Arranger and Sole Book Manager,
     including reasonable fees and disbursements of counsel for the
     Administrative Agent (including the allocated fees and expenses of any
     internal counsel), in connection with the preparation of this Agreement and
     all related documents, the negotiation, closing and syndication of this
     Agreement and the Loans, and in connection with any waiver, amendment or
     consent hereunder or any amendment hereof or any Default or alleged Default
     hereunder and (ii) if an Event of Default occurs, all reasonable
     out-of-pocket expenses incurred by the Administrative Agent or any Lender,
     including fees and disbursements of counsel (including the allocated fees
     and expenses of any internal counsel), in connection with such Event of
     Default and collection, bankruptcy, insolvency and other enforcement
     proceedings resulting therefrom. The Borrower shall indemnify each Lender
     against any transfer taxes, documentary taxes, mortgage recording taxes,
     assessments or charges made by any governmental authority by reason of the
     execution and delivery or enforcement of this Agreement and the Notes. (1)

          (2)  The Borrower agrees to indemnify each Agent, the Lead Arranger
     and Sole Book Manager and each Lender, their respective affiliates and the
     respective directors, officers, agents and employees of the foregoing (each
     an "Indemnitee") and hold each Indemnitee harmless from and against any and
     all liabilities, losses, damages, costs and expenses of any kind,
     including, without limitation, the reasonable fees and disbursements of
     counsel (including the allocated fees and expenses of any internal
     counsel), which may be incurred by such Indemnitee in connection with any
     investigative, administrative or judicial proceeding (whether or not such
     Indemnitee shall be designated a party thereto) brought or threatened
     relating to or arising out of this Agreement or any actual or proposed use
     of proceeds of Loans hereunder; provided that no Indemnitee shall have the
     right to be indemnified hereunder for such Indemnitee's own gross
     negligence or willful misconduct as determined by a court of competent
     jurisdiction.

     9.04 AMENDMENTS AND WAIVERS. No amendment or waiver of the terms of this
Agreement or the other Loan Documents shall be made or be effective unless such
amendment or waiver is in writing and is signed by the Borrower and the Required
Lenders (and, if the rights or duties of the

                                      -50-
<PAGE>

Administrative Agent are affected thereby, by the Administrative Agent);
provided that no such amendment or waiver shall, unless signed by all the
Lenders, (i) increase or decrease the amount of the Commitment of any Lender
without the consent of that Lender (except for a ratable decrease in the
Commitments of all Lenders) or subject any Lender to any additional obligation,
(ii) reduce the principal of or rate of interest on any Loan or interest thereon
or any fees hereunder, (iii) postpone the date fixed for any payment of
principal of or interest on any Loan or interest thereon or any fees hereunder,
or the Termination Date (except as contemplated by Section 2.15), (iv) change
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Notes, or the percentage of Lenders, which shall be required for the Lenders
or any of them to take any action under this Section or any other provision of
this Agreement, or (v) render more restrictive the ability of any Lender to
assign or grant participations in its Commitment under Section 9.05.

     9.05 SUCCESSORS AND ASSIGNS.

          (1)  This Agreement and the other Loan Documents to which the Borrower
     is a party will be binding upon and inure to the benefit of Borrower, the
     Administrative Agent, each of the Lenders, and their respective successors
     and assigns, EXCEPT that the Borrower may not assign its rights hereunder
     or thereunder or any interest herein or therein without the prior written
     consent of all the Lenders. 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 (subject to any requirement that
     disposition of such Note must be within the control of such Lender). Any
     Lender may at any time pledge its Note or any other instrument evidencing
     its rights as a Lender under this Agreement to a Federal Reserve Bank, but
     no such pledge shall release that Lender from its obligations hereunder or
     grant to such Federal Reserve Bank the rights of a Lender hereunder absent
     foreclosure of such pledge.

          (2)  From time to time following the date which is sixty days
     following the Effective Date, each Lender may assign to one or more
     Eligible Assignees all or any portion of its Commitment; PROVIDED that (i)
     such Eligible Assignee, if not then a Lender or an Affiliate of the
     assigning Lender, shall be approved by each of the Administrative Agent and
     (if no Event of Default then exists) Borrower (neither of which approvals
     shall be unreasonably withheld or delayed), (ii) such assignment shall be
     evidenced by an Assignment and Assumption Agreement substantially in the
     form of Exhibit H, a copy

                                      -51-
<PAGE>

     of which shall be furnished to the Administrative Agent as hereinbelow
     provided, (iii) EXCEPT in the case of an assignment to an Affiliate of the
     assigning Lender, to another Lender or of the entire remaining Commitment
     of the assigning Lender, the assignment shall not assign a portion of the
     Commitments that is equivalent to less than $5,000,000, and (iv) the
     effective date of any such assignment shall be as specified in the
     Assignment and Assumption Agreement, but not earlier than the date which is
     five Domestic Business Days after the date the Administrative Agent has
     received the Assignment and Assumption Agreement. Upon the effective date
     of the Assignment and Assumption Agreement, the Eligible Assignee named
     therein shall be a Lender for all purposes of this Agreement, with the
     Commitment therein set forth and, to the extent of such Commitment, the
     assigning Lender shall be released from its further obligations under this
     Agreement. Borrower agrees that they shall execute and deliver (against
     delivery by the assigning Lender to the Borrower of its Note) to such
     assignee Lender, a Note evidencing that assignee Lender's Commitment, and
     to the assigning Lender, a Note evidencing the remaining Commitment
     retained by the assigning Lender.

          (3)  By executing and delivering an Assignment and Assumption
     Agreement, the Eligible Assignee thereunder acknowledges and agrees that:
     (i) other than the representation and warranty that it is the legal and
     beneficial owner of the Commitment being assigned thereby free and clear of
     any adverse claim, the assigning Lender has made no representation or
     warranty and assumes no responsibility with respect to any statements,
     warranties or representations made in or in connection with this Agreement
     or the execution, legality, validity, enforceability, genuineness or
     sufficiency of this Agreement or any other Loan Document; (ii) the
     assigning Lender has made no representation or warranty and assumes no
     responsibility with respect to the financial condition of the Borrower or
     the performance by the Borrower of its obligations under this Agreement;
     (iii) it has received a copy of this Agreement, together with copies of the
     most recent financial statements delivered pursuant to Section 5.01 and
     such other documents and information as it has deemed appropriate to make
     its own credit analysis and decision to enter into such Assignment and
     Assumption Agreement; (iv) it will, independently and without reliance upon
     the Administrative Agent or any Lender and based on such documents and
     information as it shall deem appropriate at the time, continue to make its
     own credit decisions in taking or not taking action under this Agreement;
     (v) it appoints and authorizes the

                                      -52-
<PAGE>

     Administrative Agent to take such action and to exercise such powers under
     this Agreement as are delegated to the Administrative Agent by this
     Agreement; and (vi) it will perform in accordance with their terms all of
     the obligations which by the terms of this Agreement are required to be
     performed by it as a Lender.

          (4)  The Administrative Agent shall maintain a copy of each Assignment
     and Assumption Agreement delivered to it and a register (the "Register") of
     the names and address of each of the Lenders and the Commitment held by
     each Lender, giving effect to each Assignment and Assumption Agreement. The
     Register shall be available during normal business hours for inspection by
     the Borrower upon reasonable prior notice to the Administrative Agent. The
     Administrative Agent shall promptly confirm to any requesting Lender the
     amount of its Commitment set forth in the Register. After receipt of a
     completed Assignment and Assumption Agreement executed by any Lender and an
     Eligible Assignee, and receipt of an assignment fee of $3,500 from such
     Lender or Eligible Assignee, the Administrative Agent shall, promptly
     following the effective date thereof, provide to the Borrower and the
     affected Lenders confirmation of the changes in their respective
     Commitments. The Borrower, the Administrative Agent and the Lenders shall
     deem and treat the Persons listed as Lenders in the Register as the holders
     and owners of the Commitments listed therein for all purposes hereof, and
     no assignment or transfer of any Commitment shall be effective, in each
     case unless and until an Assignment and Assumption Agreement effecting the
     assignment or transfer thereof shall have been accepted by the
     Administrative Agent and recorded in the Register as provided above. Prior
     to such recordation, all amounts owed with respect to the applicable
     Commitment shall be owed to the Lender listed in the Register as the owner
     thereof, and any request, authority or consent of any Person who, at the
     time of making such request or giving such authority or consent, is listed
     in the Register as a Lender shall be conclusive and binding on any
     subsequent holder, assignee or transferee of the corresponding Commitment.

          (5)  Each Lender may from time to time grant participations in its
     Commitment to one or more Lenders, other financial institutions or special
     purpose trusts; PROVIDED, HOWEVER, that (i) such Lender's obligations under
     this Agreement shall remain unchanged, (ii) such Lender shall remain solely
     responsible to the other parties hereto for the performance of such
     obligations, (iii) the participating Lenders or other financial


                                      -53-
<PAGE>

     institutions shall not be a Lender hereunder for any purpose EXCEPT, if the
     participation agreement so provides, for the purposes of Sections 2.22,
     8.03 and 9.03 but only to the extent that the cost of such benefits to the
     Borrower does not exceed the cost which the Borrower would have incurred in
     respect of such Lender absent the participation, (iv) the Borrower, the
     Administrative Agent and the other Lenders shall continue to deal solely
     and directly with such Lender in connection with such Lender's rights and
     obligations under this Agreement, (v) the participation interest shall be
     expressed as a percentage of the granting Lender's Commitment as it then
     exists and shall not restrict an increase in the Commitments, or in the
     granting Lender's Commitment, so long as the amount of the participation
     interest is not affected thereby and (vi) the consent of the holder of such
     participation interest shall not be required for amendments or waivers of
     provisions of the Loan Documents OTHER THAN those which result in (A) a
     decrease in fees, interest rate spreads or principal payable to the holder
     of such participation, (B) increase the Commitment of the granting Lender
     and thereby increase the funding requirements of the holder of such a
     participation, or (C) extend the Termination Date.



                                      -54-

<PAGE>


          (6)  Notwithstanding anything to the contrary contained herein, any
     Lender (a "Granting Lender") may grant to one or more special purpose
     funding vehicles (each, an "SPC") of such Granting Lender, identified as
     such in writing from time to time by the Granting Lender to the
     Administrative Agent and the Borrower the option to provide all or any part
     of any Committed Loan that such Granting Lender would otherwise be
     obligated to make pursuant to this Agreement, provided that (i) nothing
     herein shall constitute a commitment to make any Loan by any SPC, (ii) if
     an SPC elects not to exercise such option or otherwise fails to provide all
     or any part of such Loan, the Granting Lender shall be obligated to make
     such Loan pursuant to the terms hereof, and (iii) except as expressly set
     forth herein, the rights of any such SPC shall be derivative of the rights
     of the Granting Lender, and each SPC shall be subject to all of the
     restrictions upon the Granting Lender herein contained. Each SPC shall be
     conclusively presumed to have made arrangements with its Granting Lender
     for the exercise of voting and other rights hereunder in a manner which is
     acceptable to the SPC, and the Administrative Agent, the Lenders and the
     Borrower and each other party shall be entitled to rely upon and deal
     solely with the Granting Lender with respect to Loans made by or through
     its SPC. 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 the Granting Lender. Each party hereto hereby agrees that no
     SPC shall be liable for any indemnity or similar payment obligation under
     this Agreement (all liability for which shall remain with the related
     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 senior indebtedness 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
     proceedings or similar proceedings under the laws of the United States or
     any State thereof with respect to any claim arising out of or related to
     this Agreement. In addition, notwithstanding anything to the contrary
     contained in this Section 9.05, each SPC may, at any time, without regard
     to the period required by Section 9.05(b)(iv), (i) with notice to, but
     without the prior written consent of, the Borrower, the Borrower or the
     Administrative Agent, and without paying any processing fee therefor,
     assign all or a portion of its interests in any Loans to its Granting
     Lender or to any financial institutions providing liquidity and/or credit
     facilities

                                      -55-
<PAGE>

     to or for the account of such SPC to fund the Loans made by such SPC or to
     support the securities (if any) issued by such SPC to fund such Loans (but
     nothing contained herein shall be construed in derogation of the obligation
     of the Granting Lender to make Loans hereunder), and (ii) disclose on a
     confidential basis any non-public information relating to its Loans to any
     rating agency, commercial paper dealer or provider of a surety, guarantee
     or credit or liquidity enhancement to such SPC. This Section 9.05(f) may
     not be amended without the consent of all SPC's then designated to the
     Administrative Agent in accordance with the foregoing provisions of this
     Section.

     9.06 COLLATERAL. 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.

     9.07 CALIFORNIA 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.

     9.08 COUNTERPARTS; 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.

     9.09 SEVERAL 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

                                      -56-
<PAGE>

hereunder.

     9.10 SHARING 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 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 held by such other Lender, the Lender receiving such
proportionately greater payment shall purchase such participations in the Notes
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 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, 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.

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

     9.12 CONFIDENTIALITY. The Lenders hereby agree to hold any confidential
information that they may receive from 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

                                      -57-
<PAGE>

Lender and the Borrower are adverse parties; and (g) to another financial
institution in connection with a disposition or proposed disposition to that
financial institution of all or part of that Lender's interests hereunder or a
participation interest in its Note, provided that the recipient has accepted
such information subject to a confidentiality agreement substantially similar to
this Section. For purposes of the foregoing, "confidential information" shall
mean any information respecting the Borrower or its Subsidiaries reasonably
considered by them to be confidential, other than (i) information previously
filed with any governmental agency and available to the public, (ii) information
previously published in any public medium from a source other than, directly or
indirectly, that Lender, and (iii) information previously disclosed by the
Borrower or

               [Remainder of this page intentionally left blank]


                                      -58-
<PAGE>

its Subsidiaries to any person not associated therewith without a
confidentiality agreement substantially similar to this Section. Nothing in this
Section shall be construed to create or give rise to any fiduciary duty on the
part of any Lender.

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


                                  PARK PLACE ENTERTAINMENT CORPORATION


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

                                  Address for Notices:
                                  Park Place Entertainment Corporation
                                  3930 Howard Hughes Parkway, 4th Floor
                                  Las Vegas, Nevada 89109
                                  Attn:  Janet E. Sockwell, CFA
                                  Telephone: 702/699-5247
                                  Telecopier: 702/699-5216
                                  E-Mail:  sockwellj@parkplace.com

                                  With a copy to:
                                  Park Place Entertainment Corporation
                                  3930 Howard Hughes Parkway, 4th Floor
                                  Las Vegas, Nevada 89109
                                  Attn:   Wes Allison, Vice President &
                                          Corporate Controller
                                  Telephone:  702/699-5212
                                  Telecopier:  702/699-5141
                                  E-Mail:  allisonw@parkplace.com


                                       -1-

<PAGE>

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


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

                                  Address for Notices:
                                  Bank of America, N.A.
                                  Entertainment/Media Group
                                  Agency Management
                                  Corporate & Investment Banking
                                  CA9-706-11-03
                                  555 South Flower Street, 11th Floor
                                  Los Angeles, California  90071
                                  Attn:  Janice Hammond, Vice President
                                  Telecopier:  (213) 228-2299
                                  Telephone:   (213) 228-9861



                                  BANK OF AMERICA, N.A., as a Lender


                                  By:
                                     -----------------------------------------
                                  Scott L. Faber, Principal

                                  Address for Notices:
                                  Bank of America, N.A.
                                  Credit Products - LA 3283
                                  Entertainment & Media Group
                                  555 South Flower Street, 11th Floor
                                  Los Angeles, California  90071
                                  Attn:  Scott L. Faber, Principal
                                  Telecopier:  (213) 228-2641
                                  Telephone:  (213) 228-2768

                                  With a copy to:
                                  Bank of America, N.A.
                                  555 South Flower Street (LA-5777)
                                  Los Angeles, California  90071
                                  Attn:  William Newby, Managing Director
                                  Telecopier:  (213) 228-3145
                                  Telephone:   (213) 228-2438


                                       -2-

<PAGE>


                                  BANKERS TRUST COMPANY




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

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

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

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

                                  Address for notices:

                                  Bankers Trust Company
                                  130 Liberty Street, Mail Stop 2252
                                  New York, New York 10006
                                  Attn.:
                                        ---------------------------
                                  Facsimile:  (212)
                                                    ---------------
                                  Telephone:  (212)
                                                    ---------------


                                       -3-

<PAGE>


                                  MERRILL LYNCH CAPITAL CORPORATION




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

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

                                  Address for notices:

                                  Merrill Lynch Capital Corporation
                                  North Tower - WFC
                                  250 Vesey Street
                                  New York, New York 10281
                                  Attn.:
                                        ---------------------------
                                  Facsimile:  (212)
                                                    ---------------
                                  Telephone:  (212)
                                                    ---------------


                                       -4-

<PAGE>


                                  THE BANK OF NOVA SCOTIA




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

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

                                  Address for notices:

                                  The Bank of Nova Scotia
                                  San Francisco Agency
                                  580 California Street, Suite 2100
                                  San Francisco, California 94104
                                  Attn.:  Alan Pendergast, Relationship Manager
                                  Facsimile:   (415) 397-0791
                                  Telephone:   (415) 616-4155


                                       -5-

<PAGE>


                                  THE BANK OF NEW YORK




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

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

                                  Address for notices:

                                  The Bank of New York
                                  One Wall Street, 22nd Floor
                                  New York, New York 10005
                                  Attn.:
                                        ---------------------------
                                  Facsimile:  (212)
                                                    ---------------
                                  Telephone:  (212)
                                                    ---------------


                                       -6-

<PAGE>


                                  FIRST UNION NATIONAL BANK




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

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

                                  Address for notices:

                                  First Union National Bank
                                  301 South College Street, 10th Floor
                                  Charlotte, North Carolina 28288-0745
                                  Attn.:  John Reid, Vice President
                                  Facsimile:   (704) 383-7236
                                  Telephone:   (704) 383-1385


                                       -7-

<PAGE>


                                  SOCIETE GENERALE




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

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

                                  Address for notices:

                                  Societe Generale
                                  2029 Century Park East, Suite 2900
                                  Los Angeles, CA   90067
                                  Attn.: Alex Y. Kim, Vice President
                                  Facsimile:   (310) 551-1537
                                  Telephone:   (310) 788-7108


                                       -8-

<PAGE>


                                  COMMERZBANK AKTIENGESELLSCHAFT,
                                  NEW YORK AND CAYMAN ISLANDS
                                  BRANCHES




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

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


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

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

                                  Address for notices:

                                  Commerzbank AG - New York Branch
                                  2 World Financial Center
                                  New York, New York 10281
                                  Attn.:  Christine Hunermund
                                  Facsimile:   (212) 266-7499
                                  Telephone:   (212) 266-7684


                                       -9-

<PAGE>


WELLS FARGO BANK, NATIONAL ASSOCIATION




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

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


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

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

                                  Address for notices:

                                  Wells Fargo Bank, National Association
                                  201 Third Street, 8th Floor
                                  San Francisco, California 94103
                                  Attn.:   Belle B. Gardia,
                                           Specialist - Syndications
                                  Facsimile:   (415) 512-9408
                                  Telephone:   (415) 477-5471


                                      -10-

<PAGE>


                                  FLEET NATIONAL BANK,
                                  f.k.a. BankBoston, N.A.




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

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

                                  Address for notices:

                                  Fleet National Bank
                                  100 Federal Street
                                  MA 01-08-08
                                  Boston, Massachusetts 02110
                                  Attn.:  Patrick Bonebrake
                                  Facsimile:   (617) 434-3401
                                  Telephone:   (617) 434-1156


                                      -11-

<PAGE>


                                  WACHOVIA BANK, N.A.




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

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

                                  Address for notices:

                                  Wachovia Bank, N.A.
                                  191 Peachtree Street, 27th Floor
                                  Atlanta, Georgia 30303
                                  Attn.:  Bill Allen, Credit Specialist
                                  Facsimile:   (404) 332-4320
                                  Telephone:   (404) 332-5271


                                      -12-

<PAGE>


                                  BANK ONE, NA




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

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

                                  Address for notices:

                                  Bank One, NA
                                  One First National Plaza, 11th Floor
                                  Chicago, Illinois 60670
                                  Attn.:  Robert Simon
                                  Facsimile:   (312) 732-4840
                                  Telephone:   (312) 732-8543


                                      -13-

<PAGE>


                                  THE DAI-ICHI KANGYO BANK, LTD.




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

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

                                  Address for notices:

                                  The Dai-Ichi Kangyo Bank, Ltd.
                                  1 World Trade Center, 48th Floor
                                  New York, New York 10048
                                  Attn.:
                                        ---------------------------
                                  Facsimile:  (212)
                                                    ---------------
                                  Telephone:  (212)
                                                    ---------------


                                      -14-

<PAGE>


                                  THE FUJI BANK, LIMITED




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

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

                                  Address for notices:

                                  The Fuji Bank, Limited, Los Angeles Agency
                                  333 South Hope Street, 39th Floor
                                  Los Angeles, California 90071
                                  Attn.:
                                        ---------------------------
                                  Facsimile:  (213)
                                                    ---------------
                                  Telephone:  (213)
                                                    ---------------


                                      -15-

<PAGE>


                                  THE INDUSTRIAL BANK OF JAPAN, LIMITED




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

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

                                  Address for notices:

                                  The Industrial Bank of Japan, Limited,
                                  Atlanta Agency
                                  1251 Avenue of Americas
                                  New York, New York 10020
                                  Attn.:  Richard Emmich
                                  Facsimile:   (212) 282-4480
                                  Telephone:   (212) 282-4092


                                      -16-

<PAGE>


                                  FIRST SECURITY BANK, N.A.




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

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

                                  Address for notices:

                                  First Security Bank, N.A.
                                  Corporate Banking Division
                                  15 East 100 South - 2nd Floor
                                  Salt Lake City, Utah 84111
                                  Attn.:  David P. Williams, Vice President
                                  Facsimile:   (801) 246-5532
                                  Telephone:   (801) 246-5540


                                      -17-

<PAGE>


                                  FIRST TENNESSEE BANK NATIONAL ASSOCIATION




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

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

                                  Address for notices:

                                  First Tennessee Bank National Association
                                  165 Madison Avenue, 9th Floor
                                  Memphis, Tennessee 38103-2723
                                  Attn.:
                                        ---------------------------
                                  Facsimile:  (901)
                                                    ---------------
                                  Telephone:  (901)
                                                    ---------------


                                      -18-

<PAGE>


                                  THE MITSUBISHI TRUST AND BANKING
                                  CORPORATION




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

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

                                  Address for notices:

                                  The Mitsubishi Trust and Banking Corporation
                                  520 Madison Avenue, 26th Floor
                                  New York, New York 10022
                                  Attn.:
                                        ---------------------------
                                  Facsimile:  (212) 755-2349 or 486-0970

                                  Telephone:  (212)
                                                    ---------------


                                      -19-

<PAGE>


                                  ERSTE BANK, DER OESTERREICHISCHEN
                                  SPARKASSEN AG, NEW YORK BRANCH




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

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


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

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

                                  Address for domestic notices:

                                  Erste Bank, New York
                                  280 Park Avenue, West Building, 32nd Floor
                                  New York, New York 10017
                                  Attn.:
                                        ---------------------------
                                  Facsimile:   (212) 984-5627
                                  Telephone:   (212)
                                                    ---------------


                                  Address for eurodollar notices:

                                  Erste Bank, Cayman Islands
                                  280 Park Avenue, West Building, 32nd Floor
                                  New York, New York 10017
                                  Attn.:
                                        ---------------------------
                                  Facsimile:   (212) 984-5627
                                  Telephone:   (212)
                                                    ---------------


                                      -20-

<PAGE>


                                  WHITNEY NATIONAL BANK




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

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

                                  Address for notices:

                                  Whitney National Bank
                                  228 Saint Charles Avenue
                                  New Orleans, Louisiana 70130
                                  Attn.:
                                        ---------------------------
                                  Facsimile:   (504) 552-4622
                                  Telephone:   (504)
                                                    ---------------


                                      -21-

<PAGE>


                                  KBC BANK, N.V.




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

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



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

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

                                  Address for notices:

                                  KBC Bank, N.V.
                                  125 West 55th Street, 10th Floor
                                  New York, New York 10019
                                  Attn.:
                                        ---------------------------
                                  Facsimile:   (212) 956-5580
                                  Telephone:   (212)
                                                    ---------------


                                      -22-

<PAGE>


                                  U.S. BANK NATIONAL ASSOCIATION




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

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

                                  Address for domestic notices:

                                  U. S. Bank National Association
                                  555 S.W. Oak Street, PL-4
                                  Portland, Oregon 97204
                                  Attn.:  Dale Parshall, Vice President
                                  Facsimile:  (503) 275-5428
                                  Telephone:  (503) 275-3476



                                  Address for eurodollar notices:

                                  U. S. Bank National Association

                                  ----------------------------------------

                                  ----------------------------------------
                                  Attn.:
                                        ---------------------------
                                  Facsimile:  (   )
                                                    ---------------
                                  Telephone:  (   )
                                                    ---------------


                                      -23-

<PAGE>


                                  THE PEOPLES BANK, BILOXI, MISSISSIPPI




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

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

                                  Address for notices:

                                  The Peoples Bank, Biloxi, Mississippi
                                  152 Lameuse Street
                                  Biloxi, Mississippi 39530
                                  Attn.:
                                        ---------------------------
                                  Facsimile:  (228)
                                                    ---------------
                                  Telephone:  (228)
                                                    ---------------


                                      -24-

<PAGE>


                                  HANCOCK BANK





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

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

                                  Address for notices:

                                  Hancock Bank
                                  2510 Fourteenth Street
                                  Gulfport, Mississippi 39501
                                  Mail:
                                  Post Office Box 4019
                                  Gulfport, Mississippi 39502
                                  Attn.:  John S. Hall, Senior Vice President
                                  Facsimile:   (228) 871-6031
                                  Telephone:   (228) 868-4346


                                      -25-

<PAGE>


                                  TRUSTMARK NATIONAL BANK




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

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

                                  Address for notices:

                                  Trustmark National Bank
                                  248 East Capitol Street
                                  Jackson, Mississippi 39201
                                  Attn.:
                                        ---------------------------
                                  Facsimile:  (601)
                                                    ---------------
                                  Telephone:  (601)
                                                    ---------------


                                      -26-

<PAGE>


                                  FIRST COMMERCIAL BANK




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

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

                                  Address for notices:

                                  First Commercial Bank
                                  Two World Trade Center, Suite 7868
                                  New York, New York 10048
                                  Attn.:   Jeffrey Wang, Assistant
                                           Vice President
                                  Facsimile:   (212) 432-7250
                                  Telephone:   (212) 432-6590


                                      -27-

<PAGE>


                                  HUA NAN COMMERCIAL BANK, LTD.




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

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

                                  Address for notices:

                                  Hua Nan Commercial Bank, Ltd.
                                  707 Wilshire Boulevard, Suite 3100
                                  Los Angeles, California 90017
                                  Attn.:   Kemp Chen, Vice President
                                  Facsimile:   (213) 362-6617
                                  Telephone:   (213) 362-6666


                                      -28-

<PAGE>


                                  MICHIGAN NATIONAL BANK




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

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

                                  Address for notices:

                                  Michigan National Bank
                                  27777 Inkster Road, Mail Code 10-36
                                  Farmington Hills, Michigan 48333
                                  Attn.:   Annette Gordon, Vice President
                                  Facsimile:   (248) 473-4345
                                  Telephone:   (248) 473-4337


                                      -29-

<PAGE>


                                  SUMMIT BANK




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

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

                                  Address for notices:

                                  Summit Bank
                                  750 Walnut Avenue, 1st Floor
                                  Cranford, New Jersey 07016
                                  Attn.:   Carter Evans, Vice President
                                  Facsimile:   (908) 709-6433
                                  Telephone:   (908) 709-6421


                                      -30-

<PAGE>


           Schedule 1 - Pricing Schedule - Short Term Credit Facility

     This Schedule 1 is attached to and made a part of the Short Term Credit
Agreement dated as of August 28, 2000 among Park Place Entertainment
Corporation, a Delaware corporation, the Lenders, Bank of America, N.A., as
Administrative Agent, and Banc of America Securities, LLC as Lead Arranger and
Sole Book Manager (the "Credit Agreement"). Capitalized terms used in this
Schedule 1 are used with the meanings set forth for those terms in the Credit
Agreement.

     The "Euro-Dollar Margin," "Base Rate Margin," and "Facility 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 the Borrower would have been changed on
the basis of such delivery, then (a) the rate at which interest and facility
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 relates, and (b) the 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 and facility fees in respect of any
payments previously made by the Borrower. As of each date of determination, the
Euro-Dollar Margin and Facility Fee Rates shall equal the percentages set forth
below under the column corresponding to the Status that exists on such day,
PROVIDED that the Euro-Dollar Margin shall be increased or decreased by the
"Margin Adjustment" described below:

<TABLE>
<CAPTION>
Status                        Level         Level        Level         Level        Level         Level
                              I             II           III           IV           V             VI
<S>                           <C>           <C>          <C>           <C>          <C>           <C>
Facility Fee Rate             0.080%        0.100%       0.125%        0.150%       0.200%        0.250%

Euro-Dollar Margin            0.520%        0.650%       0.875%        0.975%       1.175%        1.500%
</TABLE>

     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 (after adjustment upwards or downwards by the
Margin Adjustment), 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
     the Borrower ending immediately prior to the first day of the Pricing
     Period in which such


                                      -31-

<PAGE>

date of determination occurs (the "Applicable Leverage Ratio"); whichever such
criteria yields the more favorable pricing to the Borrower according to the
following standards:

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

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

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

          "Level IV Status" exists at any date, if, at such date, (i) either (x)
     the Debt Rating assigned by S&P is BBB- or higher or the Debt Rating
     assigned by Moody's is Baa3 or higher, or (y) the Applicable Leverage Ratio
     is less than 3.75:1 and (ii) none of Level I Status, Level II Status or
     Level III Status exists.

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

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

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

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


                                      -32-

<PAGE>

Ratio is less than 2.00:1, a deduction of 0.075% per annum to be subtracted from
the Euro-Dollar Margin in determining the rate applicable to Euro-Dollar Loans.

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


                                      -33-