Exhibit 4.2

AMENDMENT NO. 5 TO FIVE YEAR CREDIT AGREEMENT AND  AMENDMENT NO. 2 TO MULTI-YEAR CREDIT AGREEMENT

This Amendment No. 5 to Five Year Credit Agreement and Amendment No. 2 to Multi-Year Credit Agreement dated as of August 22, 2002
(this "Amendment") is entered into with reference to (a) the Five Year Credit Agreement dated as of December 31, 1998 (as amended by Amendment No. 1 dated as of August 31,
1999, Amendment No. 2 dated as of August 28, 2000, Amendment No. 3 dated August 23, 2001 and Amendment No. 4 dated November 5, 2001, the "Five Year Credit
Agreement") and (b) the Multi-Year Credit Agreement dated as of August 23, 2001 (as amended by Amendment No.1 to the Multi-Year Credit Agreement dated
November 5, 2001, the "Multi-Year Credit Agreement", and together with the Five Year Credit Agreement, the "Credit Agreements"), each among Park Place Entertainment Corporation, the
lenders named therein ("Lenders") and Bank of America, N.A., as Administrative Agent. Capitalized terms used in this Amendment and not otherwise defined herein are used with the meanings set forth for
those terms in the Five Year Credit Agreement. The Borrower and the Administrative Agent (acting with the consent of the Required Lenders pursuant to Section 9.04 of each of the Credit
Agreements) hereby agree to amend the Five Year Credit Agreement and the Multi-Year Credit Agreement as follows:

1.Section 5.10Leverage Ratio.Section 5.10 of each of the Credit Agreements is
hereby amended to read in full as follows (with the added or changed text shown as underscored and in bold for the convenience of the reader):



Fiscal Quarters Ending

Maximum RatioSeptember 30, 2001

4.75:1.00December 31, 2001 through and including June 30, 2002

5.50:1.00September 30, 2002

5.25:1.00December 31, 2002

5.00:1.00March 31, 2003 and June 30, 2003

4.75:1.00thereafter

4.50:1.00
."


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



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

4.Confirmation.In all other respects, the terms of each of the Credit Agreements and the other Loan Documents
are hereby confirmed.

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

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

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[Exhibit A to Amendment]

CONSENT OF LENDER

This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to:



in
each case among Park Place Entertainment Corporation, the lenders named therein ("Lenders"), and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein are used with the
meanings set forth for those terms in the Five Year Credit Agreement.

The
undersigned is a party to one or more of the Credit Agreements, and hereby consents to the execution and delivery of the proposed Amendment No. 5 to Five Year Credit Agreement
and Amendment No. 2 to the Multi-Year Credit Agreement, by the Administrative Agent on behalf of the Lenders, substantially in the form of the drafts presented to the undersigned.

|[Name of Lender] |  | 
|---------------- |  | 
|By:              |  | 
|                 |  | 
|Title:           |  | 
|                 |  | 

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