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                                                                   EXHIBIT 99.01

                             OFFICERS' CERTIFICATE

                  The undersigned, Scott A. LaPorta and Wes Allison, do hereby
certify that they are duly appointed and the Executive Vice President and Chief
Financial Officer, and Vice President and Controller, respectively, of PARK
PLACE ENTERTAINMENT CORPORATION, a Delaware corporation (the "Company"). Each of
the undersigned also hereby certifies, pursuant to the Indenture, dated as of
November 9, 1999, between the Company and Wells Fargo Bank Minnesota, N.A.
(formerly Norwest Bank Minnesota, N.A.), as Trustee (the "Indenture"), that:

                  A. Pursuant to resolutions duly adopted by the Note Committee
of the Company on September 12, 2000, a series of Debt Securities (as defined in
the Indenture) to be issued under the Indenture has been established (the
"Notes"), with the following terms (capitalized terms used herein and not
otherwise defined herein have the meanings and references to Article numbers
are to those set forth in the Indenture):

                  (1) The Notes shall constitute a series of Debt Securities
         having the title "8.875 % Senior Subordinated Notes due 2008."

                  (2) The aggregate principal amount of Notes that may be
         authenticated and delivered under the Indenture (except for Notes
         authenticated and delivered upon transfer of, or in exchange for, or in
         lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 11.06 or
         13.07 of the Indenture) shall be $400,000,000.

                  (3) The entire outstanding principal of the Notes shall be
         payable on September 15, 2008 (the "Maturity Date").

                  (4) The date from which such interest shall accrue shall be
         September 19, 2000; the Interest Payment Dates on which such interest
         will be payable shall be March 15 and September 15 of each year,
         beginning March 15, 2001; the Regular Record Dates for the interest
         payable on the Notes on any Interest Payment Date shall be the
         preceding March 1 (in the case of interest payable on any March 15) and
         September 1 (in the case of interest payable on any September 15); and
         the basis upon which interest shall be calculated shall be that of a
         360-day year consisting of twelve 30-day months.

                  (5) Payments in respect of the Notes represented by Global
         Notes (including principal, premium, if any, and interest) will be made
         in immediately available funds to the accounts specified by the U.S.
         Depositary.

                  (6) Upon not less than 30 nor more than 60 days' notice, the
         Company may redeem the Notes in whole but not in part at any time at a
         redemption price equal to 100% of the principal amount thereof plus the
         Make-Whole Premium (as defined in paragraph 14(D)), together with
         accrued and unpaid interest thereon, if any, to the applicable
         Redemption Date. Notices of redemption shall be mailed by first class
         mail at least 30 but not more than 60 days before the Redemption Date
         to each holder of Notes to be redeemed at its registered address. Notes
         called for redemption become due on the


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         date fixed for redemption. On and after the Redemption Date, interest
         ceases to accrue on Notes called for redemption.

                  (7) The Notes will not have the benefit of any sinking fund.

                  (8) The Notes shall be issued in denominations of $1,000 and
         any integral multiple thereof.

                  (9) The Trustee shall be the Security Registrar and Paying
         Agent.

                  (10) The entire outstanding principal amount of the Notes
         shall be payable upon declaration of acceleration of the maturity of
         such series pursuant to Section 5.02 of the Indenture.

                  (11) Payments of the principal and interest on the Notes shall
         be made in Dollars, and the Notes shall be denominated in Dollars.

                  (12) The Notes will be payable at Maturity in an amount equal
         to the principal amount thereof plus unpaid interest accrued to such
         Maturity.

                  (13) The Holders of the Notes shall have no special rights in
         addition to those provided in the Indenture upon the occurrence of any
         particular events.

                  (14) (A) There shall be the following additions and changes to
         the Events of Default set forth in the Indenture with respect to the
         Notes:

                       The following additional remedy will apply to the
         Notes: In the case of an Event of Default arising from certain events
         of bankruptcy or insolvency of Park Place, all outstanding Notes will
         become due and payable immediately without further action or notice by
         the holders of Notes or the trustee.

                       The following Event of Default replaces the fifth
         Event of Default identified in Section 5.01 of the Indenture under
         "Events of Default" with respect to the Notes:

                       (5) the acceleration of the maturity of Debt of the
         Company (other than Non-recourse Debt), at any one time, in an
         aggregate amount in excess of the greater of (i) $25 million and (ii)
         5% of Consolidated Net Tangible Assets, if such acceleration is not
         annulled within 30 days after written notice to the Company by the
         Trustee and the Holders of at least 25% in principal amount of the
         outstanding Notes.

                       (B) There shall be the following additions to the
         covenants set forth in the Indenture with respect to the Notes:

                  LIMITATION ON LIENS. Other than as set forth below under
         "Exempted Liens and Sale and Lease-Back Transactions," neither the
         Company nor any of its Subsidiaries may create, assume or suffer to
         exist any Lien:


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                  (1)      upon any Principal Property;

                  (2) upon any shares of Capital Stock of any Restricted
         Subsidiary owned by the Company or any Restricted Subsidiary; or

                  (3)      securing Debt of any Restricted Subsidiary,

         without equally and ratably securing the Notes with, or prior to, the
         Debt secured by such Lien, for so long as such Debt shall be so
         secured,

         PROVIDED, HOWEVER, that this limitation will not apply to:

                           (a) Liens existing on the date of issuance of the
                  Notes;

                           (b)      Liens existing:

                                    -   on property at the time of acquisition
                                        through a merger, a consolidation or
                                        otherwise by the Company or a Restricted
                                        Subsidiary; or

                                    -   Liens existing on property or securing
                                        Debt of, or Capital Stock of any
                                        corporation, partnership or other entity
                                        at the time such corporation,
                                        partnership or other entity becomes a
                                        Restricted Subsidiary;

                           (c) Liens to secure Debt with respect to all or any
                  part of the acquisition cost or the cost of construction or
                  improvement of property, PROVIDED, such Debt is incurred and
                  related Liens are created within 24 months of the acquisition,
                  completion of construction or improvement or commencement of
                  full operation, whichever is later, and such Debt does not
                  exceed the aggregate amount of the acquisition cost and/or the
                  construction cost thereof;

                           (d) Liens on shares of Capital Stock or property of a
                  Restricted Subsidiary to secure Debt with respect to all or
                  part of the acquisition cost of such Restricted Subsidiary,
                  PROVIDED that such Debt is incurred and related Liens are
                  created within 24 months of the acquisition of such Restricted
                  Subsidiary and such Debt does not exceed the acquisition cost
                  of such Restricted Subsidiary;

                           (e) Liens to secure Debt incurred to construct
                  additions to, or to make Capital Improvements to, properties
                  of the Company or any Restricted Subsidiary, PROVIDED such
                  Debt is incurred and related Liens are created within 24
                  months of completion of construction or Capital Improvements
                  and such Debt does not exceed the cost of such construction or
                  Capital Improvements;

                           (f) Liens in favor of the Company or another
                  Restricted Subsidiary;


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                           (g) Liens to secure Debt on which interest payments
                  are exempt from Federal income tax under Section 103 of the
                  Internal Revenue Code of 1986, as amended;

                           (h) Liens on the equity interest of the Company or
                  any Restricted Subsidiary in any Joint Venture or any
                  Restricted Subsidiary which owns an equity interest in such
                  Joint Venture to secure Debt, PROVIDED the amount of such Debt
                  is contributed and/or advanced solely to such Joint Venture;

                           (i) Liens securing Senior Debt and Liens on assets of
                  a Subsidiary securing Debt of that Subsidiary;

                           (j) any extension, renewal or replacement, in whole
                  or in part, of any Liens referred to in the foregoing clauses
                  (a) through (i) or of any Debt secured thereby, including
                  premium, if any, PROVIDED that the aggregate principal amount
                  secured does not exceed:

                           -        the greater of (1) the principal amount
                                    secured thereby at the time of such
                                    extension, renewal or replacement, or, as
                                    the case may be, repayment or
                                    extinguishment, and (2) 80% of the fair
                                    market value (in the opinion of the
                                    Company's Board of Directors) of the
                                    properties subject to such extension,
                                    renewal or replacement, plus

                           -        any reasonable fees and expenses associated
                                    with such extension, renewal or replacement,

                  and PROVIDED, FURTHER, that in the case of a replacement
                  thereof, such Debt is incurred and related Liens are created
                  within 24 months of the repayment or extinguishment of the
                  Debt or Liens referred to in the foregoing clauses (a) through
                  (i);

                           (k) purchase money liens on personal property;

                           (l) Liens to secure payment of workers' compensation
                  or insurance premiums, or relating to tenders, bids or
                  contracts (except contracts for the payment of money);

                           (m) Liens in connection with tax assessments or other
                  governmental charges, or as security required by law or
                  governmental regulation as a condition to the transaction of
                  any business or the exercise of any privilege or right;

                           (n) mechanic's, materialman's, carrier's or other
                  like Liens, arising in the ordinary course of business; and

                           (o) Liens in favor of any domestic or foreign
                  government or governmental body in connection with contractual
                  or statutory obligations.


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                  LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. Other than as
         provided below under "--Exempted Liens and Sale and Lease-Back
         Transactions," neither the Company nor any Restricted Subsidiary will
         enter into any arrangement with any lessor (other than the Company or a
         Restricted Subsidiary), providing for the lease to the Company or a
         Restricted Subsidiary for a period of more than three years (including
         renewals at the option of the lessee) of any Principal Property that
         has been or is to be sold or transferred by the Company or such
         Restricted Subsidiary to such lessor or to any other Person, and for
         which funds have been or are to be advanced by such lessor or other
         Person on the security of the leased property ("Sale and Lease-Back
         Transaction"), unless either:

                           (a) the Company or such Restricted Subsidiary would
                  be entitled, pursuant to the provisions described in clauses
                  (a) through (o) under "--Limitation on Liens" above, to
                  create, assume or suffer to exist a Lien on the property to be
                  leased without equally and ratably securing the Notes; or

                           (b)      an amount equal to:

                                    -   the greater of the net cash proceeds of
                                        such sale or the fair market value of
                                        such property (in the opinion of the
                                        Company's Board of Directors), less

                                    -   the fair market value (in the opinion of
                                        the Company's Board of Directors) of any
                                        noncash proceeds of the sale of such
                                        property (provided such noncash proceeds
                                        constitute "Principal Property,"
                                        acquired on the date the property sold
                                        in the Sale and Lease-Back Transaction
                                        was acquired by the Company or any of
                                        its Restricted Subsidiaries),

                  is applied within 180 days to the retirement or other
                  discharge of the Notes or Pari Passu Debt.

                  EXEMPTED LIENS AND SALE AND LEASE-BACK TRANSACTIONS.
         Notwithstanding the restrictions set forth in "--Limitation on Liens"
         and "--Limitation on Sale and Lease-Back Transactions," the Company or
         any Restricted Subsidiary may create, assume or suffer to exist Liens
         or enter into Sale and Lease-Back Transactions not otherwise permitted
         as described above, PROVIDED that at the time of such event, and after
         giving effect thereto, the sum of outstanding Debt secured by such
         Liens (not including Liens permitted under "--Limitation on Liens"
         above) plus all Attributable Debt in respect of such Sale and
         Lease-Back Transactions entered into (not including Sale and Lease-Back
         Transactions permitted under "--Limitation on Sale and Lease-Back
         Transactions"), measured, in each case, at the time any such Lien is
         incurred, or any such Sale and Lease-Back Transaction is entered into,
         by the Company and Restricted Subsidiaries does not exceed 15% of
         Consolidated Net Tangible Assets.

                  REPORTS. Whether or not required by the Commission, so long as
         any Notes are outstanding, the Company will file with the applicable
         trustee such of the


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         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 or Section 15(d) of the Exchange Act
         in respect of a security listed and registered on a national securities
         exchange as may be prescribed from time to time in such rules and
         regulations.

                  (C) The following additional provisions shall apply to the
         Notes:

                  SECURITIES SUBORDINATE TO SENIOR DEBT. The Company covenants
         and agrees, and each Holder of a Note, by its acceptance thereof,
         likewise covenants and agrees, for the benefit of the Holders, from
         time to time, of Senior Debt that, to the extent and in the manner
         hereinafter set forth in this paragraph 14(C), the Debt represented by
         the Notes and the payment of the principal of (and premium, if any) and
         interest on each and all of the Notes are hereby expressly made
         subordinate and subject in right of payment as provided in this
         paragraph 14(C) to the prior payment in full in cash or cash
         equivalents of all Senior Debt; PROVIDED, HOWEVER, that the Notes, the
         Debt represented thereby and the payment of the principal of (and
         premium, if any) and interest on the Notes in all respects shall rank
         equally with, or prior to, all existing and future senior subordinated
         indebtedness (including, without limitation, Debt) of the Company that
         is subordinated to Senior Debt and shall rank PARI PASSU with the
         Company's 9 3/8% Senior Subordinated Notes due 2007.

                  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. In the event
         of (a) any insolvency or bankruptcy case or proceeding, or any
         receivership, liquidation, reorganization or other similar case or
         proceeding in connection therewith, relating to the Company or to its
         assets, or (b) any liquidation, dissolution or other winding-up of the
         Company, whether voluntary or involuntary and whether or not involving
         insolvency or bankruptcy, or (c) any assignment for the benefit of
         creditors or other marshaling of assets or liabilities of the Company
         (except in connection with the consolidation or merger of the Company
         or its liquidation or dissolution following the conveyance, transfer or
         lease of its properties and assets substantially as an entirety upon
         the terms and conditions described under Article Ten), then and in any
         event:

                           -        the Holders of Senior Debt will be entitled
                                    to receive payment in full in cash or Cash
                                    Equivalents of all Senior Debt (including
                                    interest after the commencement of any
                                    bankruptcy, insolvency or similar proceeding
                                    at the rate specified in the applicable
                                    Senior Debt, whether or not such interest is
                                    an allowed claim in any such proceeding), or
                                    provision shall be made for such payment in
                                    full, before the Holders of Notes will be
                                    entitled to receive any payment or
                                    distribution of any kind or character (other
                                    than any payment made pursuant to Article
                                    Fifteen from monies or U.S. Government
                                    Obligations previously deposited with the
                                    Trustee) on account of principal of, or
                                    premium, if any, or interest on the Notes;
                                    and

                           -        any payment or distribution of assets of the
                                    Company of any kind or character, whether in
                                    cash, property or securities (other than
                                    payments made pursuant to Article Fifteen
                                    from monies or U.S.


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                                    Government Obligations previously deposited
                                    with the Trustee), by set-off or otherwise,
                                    to which the Holders of the Notes or the
                                    Trustee would be entitled but for the
                                    provisions of the Indenture shall be paid by
                                    the liquidating trustee or agent or other
                                    Person making such payment or distribution,
                                    whether a trustee in bankruptcy, a receiver
                                    or liquidating trustee or otherwise,
                                    directly to the Holders of Senior Debt or
                                    their representative or representatives
                                    ratably according to the aggregate amounts
                                    remaining unpaid on account of the Senior
                                    Debt to the extent necessary to make payment
                                    in full of all Senior Debt remaining unpaid,
                                    after giving effect to any concurrent
                                    payment or distribution to the Holders of
                                    such Senior Debt.

                           The consolidation of the Company with, or the merger
                  of the Company into, another Person or the liquidation or
                  dissolution of the Company following the conveyance, transfer
                  or lease of its properties and assets substantially as an
                  entirety to another Person upon the terms and conditions set
                  forth in Article Ten shall not be deemed a dissolution,
                  winding up, liquidation, reorganization, assignment for the
                  benefit of creditors or marshaling of assets and liabilities
                  of the Company for the purposes of this paragraph 14(C) if the
                  Person formed by such consolidation or into which the Company
                  is merged or the Person which acquires by conveyance, transfer
                  or lease such properties and assets substantially as an
                  entirety, as the case may be, shall, as a part of such
                  consolidation, merger, conveyance, transfer or lease, comply
                  with the conditions set forth in Article Ten.

                           SUSPENSION OF PAYMENT WHEN DESIGNATED SENIOR DEBT IN
                  DEFAULT.

                           (a) Upon the occurrence and continuance beyond the
         applicable grace period of a Payment Default, no payment or
         distribution of any assets of the Company of any kind or character,
         whether in cash, property or securities (other than payments made
         pursuant to Article Fifteen from monies or U.S. Government Obligations
         previously deposited with the Trustee), may be made by or on behalf of
         the Company on account of principal of, premium, if any, or interest on
         the Notes or on account of the purchase, redemption or other
         acquisition of Notes until such Payment Default shall have been cured
         or waived in writing from any representative of a Holder of Designated
         Senior Debt or shall have ceased to exist or such Designated Senior
         Debt shall have been discharged or paid in full in cash or cash
         equivalents, after which the Company shall resume making any and all
         required payments in respect of the Notes, including any missed
         payments.

                           (b) Unless the provisions of "--Payment Over of
         Proceeds Upon Dissolution, Etc." shall be applicable upon (i) the
         occurrence of a Non-Payment Default or (ii) receipt by the Trustee of
         written notice thereof from the Company or any representative of a
         Holder of Designated Senior Debt (a "Payment Blockage Notice"), then no
         payment or distribution of any assets of the Company of any kind or
         character, whether in cash, property or securities (other than payments
         made pursuant to Article


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         Fifteen from monies or U.S. Government Obligations previously deposited
         with the Trustee), may be made by or on behalf of the Company on
         account of principal of, premium, if any, or interest on the Notes or
         on account of the purchase, redemption or other acquisition of Notes
         for a period (a "Payment Blockage Period") commencing on the date of
         receipt by the Trustee of a Payment Blockage Notice and shall end on
         the earliest of (i) 179 days thereafter (PROVIDED that any Designated
         Senior Debt as to which notice was given shall not theretofore have
         been accelerated, in which case the provisions of paragraph (a) shall
         apply), (ii) the date on which such Non-Payment Default is cured,
         waived or ceases to exist or such Designated Senior Debt is discharged
         or paid in full in cash or Cash Equivalents or (iii) the date on which
         such Payment Blockage Period shall have been terminated by written
         notice to the Trustee or the Company from such representative
         initiating such Payment Blockage Period, after which the Company will
         resume making any and all required payments in respect of the Notes,
         including any missed payments. In any event, no new Payment Blockage
         Notice may be delivered unless and until 360 days have elapsed since
         the effectiveness of the immediately prior Payment Blockage Notice. No
         Non-Payment Default that existed or was continuing on the date of the
         delivery of any Payment Blockage Notice to the Trustee shall be, or can
         be made, the basis for the commencement of a subsequent Payment
         Blockage Notice, unless such default has been cured or waived for a
         period of not less than 180 consecutive days subsequent to the
         commencement of such initial Payment Blockage Period.

                           In the event that, notwithstanding the foregoing and
         the provisions of "--Payment Over of Proceeds Upon Dissolution, Etc.,"
         any payments or distribution shall be made to the Trustee which is
         prohibited by the foregoing provisions of this Section and the
         provisions of "--Payment Over of Proceeds Upon Dissolution, Etc.," then
         and in such event such payment shall be paid over and delivered
         forthwith by the Trustee to any representative of Holders of Designated
         Senior Debt, as their interests may appear, for application to the
         Designated Senior Debt.

                           PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in
         this paragraph 14(C) or elsewhere in the Indenture or in any of the
         Notes shall prevent the Company, at any time except during the pendency
         of any case, proceeding, dissolution, liquidation or other winding up,
         assignment for the benefit of creditors or other marshaling of assets
         and liabilities of the Company referred to in the provisions of
         "--Payment Over of Proceeds Upon Dissolution, Etc." or under the
         conditions described in the provisions of "--Suspension of Payment When
         Designated Senior Debt in Default," from making payments at any time of
         principal of, and premium, if any, or interest on the Notes.

                           SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.
         Subject to the payment in full of all Senior Debt, the Holders of the
         Notes shall be subrogated (equally and ratably with the Holders of all
         Pari Passu Debt of the Company) to the rights of the Holders of such
         Senior Debt to receive payments and distributions of cash, property and
         securities applicable to the Senior Debt to the extent that
         distributions otherwise payable to the Holders of the Notes have been
         applied to the payment of Senior Debt. For purposes of such
         subrogation, no payments or distributions to the Holders of Senior Debt
         of any cash, property or securities to which the Holders of the Notes
         or the


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         Trustee would be entitled except for the provisions of this paragraph
         14(C), and no payments over pursuant to the provisions of this
         paragraph 14(C) to the Holders of Senior Debt by Holders of the Notes
         or on their behalf or by the Trustee, shall, as among the Company, its
         creditors other than Holders of Senior Debt, and the Holders of the
         Notes, be deemed to be a payment or distribution by the Company to or
         on account of the Senior Debt; it being understood that the provisions
         of this paragraph 14(C) are intended solely for the purpose of
         determining the relative rights of the Holders of Notes, on the one
         hand, and the Holders of Senior Debt, on the other hand.

                           PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. The
         provisions of this paragraph 14(C) are and are intended solely for the
         purpose of defining the relative rights of the Holders on the one hand
         and the Holders of Senior Debt on the other hand. Nothing contained in
         this paragraph 14(C) or elsewhere in the Indenture or in the Notes is
         intended to or shall (a) impair, as between the Company and the
         Holders, the obligation of the Company, which is absolute and
         unconditional, to pay to the Holders the principal of, and premium, if
         any, and interest on the Notes as and when the same shall become due
         and payable in accordance with their terms; or (b) affect the relative
         rights against the Company of the Holders and creditors of the Company
         other than the Holders of Senior Debt; or (c) prevent the Trustee or
         any Holder from exercising all remedies otherwise permitted by
         applicable law upon default under the Indenture, subject to the rights,
         if any, under this paragraph 14(C) of the Holders of Senior Debt.

                           TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of a
         Note by its acceptance thereof authorizes and directs the Trustee on
         its behalf to take such action as may be necessary or appropriate to
         effectuate the subordination provided in this paragraph 14(C) and
         appoints the Trustee his attorney-in-fact for any and all such
         purposes.

                           NO WAIVER OF SUBORDINATION PROVISIONS.

                           (a) No right of any present or future Holder of any
         Senior Debt to enforce subordination as herein provided shall at any
         time in any way be prejudiced or impaired by any act or failure to act
         on the part of the Company or by any act or failure to act, in good
         faith, by any such Holder, or by any non-compliance by the Company with
         the terms, provisions and covenants of the Indenture, regardless of any
         knowledge thereof any such Holder may have or be otherwise charged
         with.

                           (b) Without in any way limiting the generality of
         paragraph (a) of this Section, the Holders of Senior Debt may, at any
         time and from time to time, without the consent of or notice to the
         Trustee or the Holders, without incurring responsibility to the Holders
         and without impairing or releasing the subordination provided in this
         paragraph 14(C) or the obligations hereunder of the Holders to the
         Holders of Senior Debt, do any one or more of the following: (i) change
         the manner, place or terms of payment or extend the time of payment of,
         or renew or alter, Senior Debt or any instrument evidencing the same or
         any agreement under which Senior Debt is outstanding; (ii) sell,
         exchange, release or otherwise deal with any property pledged,
         mortgaged or otherwise securing Senior Debt; (iii) release any Person
         liable in any manner for the collection of Senior


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         Debt; and (iv) exercise or refrain from exercising any rights against
         the Company and any other Person.

                           DISTRIBUTION OR NOTICE TO REPRESENTATIVE. Whenever a
         distribution is to be made or a notice given to Holders of Senior Debt,
         the distribution may be made and the notice given to the applicable
         trustee, agent or representative for the Holders of such Senior Debt (a
         "Representative").

                           Upon any payment or distribution of assets of the
         Company referred to in this paragraph 14(C), the Trustee and the
         Holders shall be entitled to rely upon any order or decree made by any
         court of competent jurisdiction or upon any certificate of such
         Representative or of the liquidating trustee or agent or other Person
         making any distribution to the Trustee or to the Holders for the
         purpose of ascertaining the Persons entitled to participate in such
         distribution, the Holders of the Senior Debt and other Debt of the
         Company, the amount thereof or payable thereon, the amount or amounts
         paid or distributed thereon and all other acts pertinent thereto or to
         this paragraph 14(C).

                           The Company must promptly notify Holders of Senior
         Debt if payment of the Notes is accelerated because of an Event of
         Default.

                           NOTICE TO TRUSTEE.

                           (a) The Company shall give prompt written notice to
         the Trustee of any fact known to the Company which would prohibit the
         making of any payment to or by the Trustee in respect of the Notes.
         Notwithstanding the provisions of this paragraph 14(C) or any other
         provision of the Indenture, the Trustee shall not be charged with
         knowledge of the existence of any facts which would prohibit the making
         of any payment to or by the Trustee in respect of the Notes, unless and
         until the Trustee shall have received written notice thereof from the
         Company, a Holder of Senior Debt or from any trustee, fiduciary or
         agent therefor; and, prior to the receipt of any such written notice,
         the Trustee, subject to Sections 315(a) through 315(d) of the Trust
         Indenture Act, shall be entitled in all respects to assume that no such
         facts exist; PROVIDED, HOWEVER, that, if the Trustee shall not have
         received the notice provided for in this Section at least three
         Business Days prior to the date upon which by the terms hereof any
         money may become payable for any purpose (including, without
         limitation, the payment of the principal of, and premium, if any, or
         interest on any Notes), then, anything herein contained to the contrary
         notwithstanding, the Trustee shall have full power and authority to
         receive such money and to apply the same to the purpose for which such
         money was received and shall not be affected by any notice to the
         contrary which may be received by it within three Business Days prior
         to such date.

                           (b) Subject to Sections 315(a) through 315(d) of the
         Trust Indenture Act, the Trustee shall be entitled to rely on the
         delivery to it of a written notice by a Person representing itself to
         be a Holder of Senior Debt (or a trustee, fiduciary or agent therefor)
         to establish that such notice has been given by a Holder of Senior Debt
         (or a trustee, fiduciary or agent therefor). In the event that the
         Trustee determines in good faith that further evidence is required with
         respect to the right of any Person as a Holder of


                                       10
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         Senior Debt to participate in any payment or distribution pursuant to
         this paragraph 14(C), the Trustee may request such Person to furnish
         evidence to the reasonable satisfaction of the Trustee as to the amount
         of Senior Debt held by such Person, the extent to which such Person is
         entitled to participate in such payment or distribution and any other
         facts pertinent to the rights of such Person under this paragraph 14(C)
         and, if such evidence is not furnished, the Trustee may defer any
         payment to such Person pending judicial determination as to the right
         of such Person to receive such payment.

                           RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
         LIQUIDATING AGENT. Upon any payment or distribution of assets of the
         Company referred to in this paragraph 14(C), the Trustee, subject to
         Sections 315(a) through 315(d) of the Trust Indenture Act, and the
         Holders of the Notes shall be entitled to rely upon any order or decree
         entered by any court of competent jurisdiction in which such
         insolvency, bankruptcy, receivership, liquidation, reorganization,
         dissolution, winding up or similar case or proceeding is pending, or a
         certificate of the trustee in bankruptcy, receiver, liquidating
         trustee, custodian, assignee for the benefit of creditors, agent or
         other Person making such payment or distribution, delivered to the
         Trustee or to the Holders of Notes, for the purpose of ascertaining the
         Persons entitled to participate in such payment or distribution, the
         Holders of Senior Debt and other Debt of the Company, the amount
         thereof or payable thereon, the amount or amounts paid or distributed
         thereon and all other facts pertinent thereto or to this paragraph
         14(C); PROVIDED that such court, trustee, receiver, custodian,
         assignee, agent or other Person has been apprised of, or the order,
         decree or certificate makes reference to, the provisions of this
         paragraph 14(C).

                           RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR DEBT;
         PRESERVATION OF TRUSTEE'S RIGHTS. The Trustee in its individual
         capacity shall be entitled to all the rights set forth in this
         paragraph 14(C) with respect to any Senior Debt which may at any time
         be held by it, to the same extent as any other Holder of Senior Debt,
         and nothing in the Indenture shall deprive the Trustee of any of its
         rights as such Holder.

                           ARTICLE APPLICABLE TO PAYING AGENTS. In case at any
         time any Paying Agent other than the Trustee shall have been appointed
         by the Company and be then acting hereunder, the term "Trustee" as used
         in this paragraph 14(C) shall in such case (unless the context
         otherwise requires) be construed as extending to and including such
         Paying Agent within its meaning as fully for all intents and purposes
         as if such Paying Agent were named in this paragraph 14(C) in addition
         to or in place of the Trustee; provided, however, that the provisions
         of "--Article Applicable to Payment Agent" shall not apply to the
         Company or any Affiliate of the Company if it or such Affiliate acts as
         Paying Agent.

                           NO SUSPENSION OF REMEDIES. If the Company fails to
         make any payments on the Notes when due or within any applicable grace
         period, whether or not on account of the subordination provisions
         referred to in this paragraph 14(C), such failure would constitute an
         Event of Default under the Indenture and would enable the Holders of
         the Notes to accelerate the maturity thereof pursuant to Article Five.
         Nothing contained in this paragraph 14(C) shall limit the right of the
         Trustee or the Holders of


                                       11
<PAGE>


         Notes to take any action to accelerate the maturity of the Notes
         pursuant to Article Five or to pursue any rights or remedies hereunder
         or under applicable law, except as provided in Article Five.

                           TRUST MONEYS NOT SUBORDINATED. Notwithstanding
         anything contained herein to the contrary, payments from cash or the
         proceeds of U.S. Government Obligations held in trust under Article
         Fifteen by the Trustee (or other qualifying trustee) and which were
         deposited in accordance with the terms of Article Fifteen and not in
         violation of the provisions of "--Suspension of Payment when Designated
         Senior Debt in Default" hereof for the payment of principal of (and
         premium, if any) and interest on the Notes shall not be subordinated to
         the prior payment of any Senior Debt or subject to the restrictions set
         forth in this paragraph 14(C), and none of the Holders shall be
         obligated to pay over any such amount to the Company or any Holder of
         Senior Debt or any other creditor of the Company.

                           TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT. The
         Trustee shall not be deemed to owe any fiduciary duty to the Holders of
         Senior Debt and shall not be liable to any such Holders if the Trustee
         shall mistakenly, in the absence of gross negligence or willful
         misconduct, pay over or distribute to Holders of Notes or to the
         Company or to any other person cash, property or securities to which
         any Holders of Senior Debt shall be entitled by virtue of this
         paragraph 14(C) or otherwise. With respect to the Holders of Senior
         Debt, the Trustee undertakes to perform or to observe only such of its
         covenants or obligations as are specifically set forth in this
         paragraph 14(C) and no implied covenants or obligations with respect to
         Holders of Senior Debt shall be read into the Indenture against the
         Trustee.

                  (D) As used in paragraphs 14(A), 14(B) and 14(C) above, the
         following terms have the meanings set forth below:

                  "Attributable Debt" with respect to any Sale and Lease-Back
         Transaction that is subject to the restrictions described under
         "--Limitation on Sale and Lease-Back Transactions" means the present
         value of the minimum rental payments called for during the term of the
         lease (including any period for which such lease has been extended),
         determined in accordance with GAAP, discounted at a rate that, at the
         inception of the lease, the lessee would have incurred to borrow over a
         similar term the funds necessary to purchase the leased assets.

                  "Capital Improvements" means additions to properties or
         renovations or refurbishing of properties which are designed to
         substantially upgrade such properties or significantly modernize the
         operation thereof.

                  "Capital Stock" means with respect to any Person, any and all
         shares, interests, participations, rights in or other equivalents
         (however designated) of such Person's Capital Stock, and any rights
         (other than debt securities convertible into Capital Stock), warrants
         or options exchangeable for or convertible into such Capital Stock.


                                       12
<PAGE>


                  "Cash Equivalents" means (i) securities issued or directly and
         fully guaranteed or insured by the United States of America or any
         agency or instrumentality thereof (PROVIDED that the full faith and
         credit of the United States of America is pledged in support thereof)
         in each case maturing within one year after the date of acquisition,
         (ii) time deposits and certificates of deposit and commercial paper
         issued by the parent corporation of any domestic commercial bank of
         recognized standing having capital and surplus in excess of $500
         million and commercial paper issued by others rated at least A-1 or the
         equivalent thereof by S&P or at least P-1 or the equivalent thereof by
         Moody's and in each case maturing within one year after the date of
         acquisition and (iii) investments in money market funds substantially
         all of whose assets comprise securities of the types described in
         clauses (i) and (ii) above.

                  "Consolidated Net Tangible Assets" means the total amount of
         assets (including investments in Joint Ventures) of the Company and its
         Subsidiaries (less applicable depreciation, amortization and other
         valuation reserves) after deducting therefrom (a) all current
         liabilities of the Company and its Subsidiaries (excluding (i) the
         current portion of long-term indebtedness, (ii) intercompany
         liabilities and (iii) any liabilities which are by their terms
         renewable or extendible at the option of the obligor thereon to a time
         more than 12 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 any other like intangibles, all as set
         forth on the most recent consolidated balance sheet of the Company and
         computed in accordance with GAAP.

                  "Credit Facilities" means, with respect to the Company, one or
         more debt facilities or commercial paper facilities, in each case with
         banks or other institutional lenders providing for revolving credit
         loans, term loans, receivables financing (including through the sale of
         receivables to such lenders or to special purpose entities formed to
         borrow from such lenders against such receivables) or letters of
         credit, in each case, as amended, restated, modified, renewed,
         refunded, replaced or refinanced in whole or in part from time to time.

                  "Debt" means notes, bonds, debentures or other similar
        evidences of Debt for borrowed money or guarantee of any of the
        foregoing.

                  "Designated Senior Debt" means any Senior Debt permitted under
         the Indenture the principal amount of which is $100 million or more and
         that has been designated by the Company as "Designated Senior Debt."

                  "GAAP" means generally accepted accounting principles set
         forth in the opinions and pronouncements of the Accounting Principles
         Board of the American Institute of Certified Public Accountants and
         statements and pronouncements of the Financial Accounting Standards
         Board or in such other statements by such other entity as have been
         approved by a significant segment of the accounting profession, which
         are in effect from time to time.

                  "Hedging Obligations" means, with respect to any Person, the
         obligations of such Person under:


                                       13
<PAGE>


                  (1)      interest rate swap agreements, interest rate cap
                           agreements and interest rate collar agreements; and

                  (2)      other agreements or arrangements designed to protect
                           such Person against fluctuations in interest rates.

                  "Joint Venture" means any partnership, corporation or other
         entity, in which up to and including 50% of the partnership interests,
         outstanding voting stock or other equity interest is owned, directly or
         indirectly, by the Company and/or one or more Subsidiaries.

                  "Lien" means any mortgage, pledge, lien, encumbrance or other
         security interest to secure payment of Debt.

                  "Make-Whole Premium" means, with respect to any Notes at any
         Redemption Date, the excess, if any, of (a) the present value of the
         sum of the principal amount and premium, if any, that would be payable
         on such Notes on its maturity date and all remaining interest payments
         (not including any portion of such payments of interest accrued as of
         the Redemption Date) to and including such maturity date, discounted on
         a semi-annual bond equivalent basis from such maturity date to the
         Redemption Date at a per annum interest rate equal to the sum of the
         Treasury Yield (determined on the Business Day immediately preceding
         the date of such redemption), plus 50 basis points, over (b) the
         principal amount of the Note being redeemed.

                  "Non-Payment Default" means any Event of Default (other than a
         Payment Default) the occurrence of which entitles one or more Persons
         to accelerate the maturity of any Designated Senior Debt.

                  "Non-recourse Debt" means Debt the terms of which provide that
         the lender's claim for repayment of such Debt is limited solely to a
         claim against the property which secures such Debt.

                  "Obligations" means any principal, interest, penalties, fees,
         indemnifications, reimbursements, damages and other liabilities payable
         under the documentation governing any Debt.

                  "Pari Passu Debt" means any Debt of the Company which ranks
         PARI PASSU in right of payment to the Notes.

                  "Payment Default" means any default in payment (whether at
         Stated Maturity, upon scheduled installment, by acceleration or
         otherwise) of principal of, premium, if any, or interest on Designated
         Senior Debt.

                  "Person" means any individual, corporation, limited liability
         company, partnership, joint venture, association, joint-stock company,
         trust, estate, unincorporated organization or government or any agency
         or political subdivision thereof or any other entity.


                                       14
<PAGE>


                  "Principal Property" means any real estate or other physical
         facility or depreciable asset, the net book value of which on the date
         of determination exceeds the greater of $25 million or 2% of
         Consolidated Net Tangible Assets of the Company.

                  "Redeemable Capital Stock" means any class or series of
         Capital Stock that, either by its terms or by the terms of any security
         into which it is convertible or exchangeable by contract or otherwise,
         is or upon the happening of an event or passage of time would be,
         required to be redeemed prior to the stated maturity of the Notes or is
         redeemable at the option of the Holder thereof at any time prior to the
         stated maturity of the Notes, or is convertible into or exchangeable
         for debt securities at any time prior to the stated maturity of the
         Notes.

                  "Restricted Subsidiary" means any Subsidiary of the Company
         organized and existing under the laws of the United States of America
         and the principal business of which is carried on within the United
         States of America (x) which owns, or is a lessee pursuant to a capital
         lease of, any Principal Property or (y) in which the investment of the
         Company and all its Subsidiaries exceeds 5% of Consolidated Net
         Tangible Assets as of the date of such determination other than, in the
         case of either clause (x) or (y), (i) each Subsidiary whose business
         primarily consists of finance, banking, credit, leasing, insurance,
         financial services or other similar operations, or any combination
         thereof, and (ii) each Subsidiary formed or acquired after the date
         hereof for the purpose of developing new assets or acquiring the
         business or assets of another Person and which does not acquire any
         part of the business or assets of the Company or any Restricted
         Subsidiary.

                  "Senior Debt" means (a) all Debt outstanding under Credit
         Facilities and all Hedging Obligations with respect thereto; (b) any
         other Debt, unless the instrument under which such Debt is incurred
         expressly provides that it is on a parity with or subordinated in right
         of payment to the Notes or to other Debt which ranks equally with, or
         is subordinated to, the Notes; and (c) all Obligations with respect to
         the items listed in the preceding clauses (a) and (b). Notwithstanding
         anything to the contrary in the preceding, Senior Debt will not
         include: (1) any liability for Federal, state, local and other taxes
         owed or owing by the Company; (2) any Debt of the Company to any of its
         Subsidiaries or other Affiliates; or (3) any trade payables.

                  "Significant Subsidiary" of the Company means any Restricted
         Subsidiary of the Company that is a "significant subsidiary" as defined
         in Rule 1.02(v) of Regulation S-X under the Securities Act.

                  "Subsidiary" means any corporation of which at least a
         majority of the outstanding stock having by the terms thereof ordinary
         voting power to elect a majority of the directors of such corporation
         is, at the time, directly or indirectly owned by the Company or by one
         or more Subsidiaries thereof, or by the Company and one or more
         Subsidiaries.

                  "Treasury Securities" mean any investment in obligations
         issued or guaranteed by the United States government or any agency
         thereof.


                                       15
<PAGE>


                  "Treasury Yield" means the yield to maturity at the time of
         computation of Treasury Securities with a constant maturity (as
         compiled by and published in the most recent Federal Reserve
         Statistical Release H.15 (519) which has become publicly available at
         least two business days prior to the date fixed for redemption (or, if
         such Statistical Release is no longer published, any publicly available
         source of similar data)) most nearly equal to the then remaining
         average life of the Notes, PROVIDED that if the average life of the
         Notes is not equal to the constant maturity of a Treasury Security for
         which a weekly average yield is given, the Treasury yield shall be
         obtained by linear interpolation (calculated to the nearest one-twelfth
         of a year) from the weekly average yields of Treasury Securities for
         which such yields are given, except that if the average life of the
         Notes is less than one year, the weekly average yield on actually
         traded Treasury Securities adjusted to a constant maturity of one year
         shall be used.

                  "wholly owned" with respect to any Subsidiary, means any
         Subsidiary of any Person of which at least 99% of the outstanding
         Capital Stock is owned by such Person or another wholly-owned
         Subsidiary of such Person. For purposes of this definition, any
         directors' qualifying shares or investments by foreign nationals
         mandated by applicable law shall be disregarded in determining the
         ownership of a Subsidiary.

                  (15) The Notes shall be issuable only as Registered Securities
         in permanent global forms (without coupons). Beneficial owners of
         interests in the Global Notes may exchange such interests for Notes of
         like tenor or any authorized form and denomination only in the manner
         provided in Section 3.04(c) of the Indenture. The Depository Trust
         Company shall be the U.S. Depositary with respect to each Global Note.
         The form of such Global Notes attached hereto as Exhibit A is hereby
         approved.

                  (16) The Notes shall not be issuable as Bearer Securities.

                  (17) Interest on any Note shall be payable only to the Person
         in whose name that Note (or one or more predecessor Notes thereof) is
         registered at the close of business on the Regular Record Date for such
         interest.

                  (18) Article Fifteen of the Indenture shall be applicable to
         the Notes.

                  (19) The Notes shall not be issuable in definitive form except
         under the circumstances described in Section 3.04 of the Indenture.

                  (20) The Notes will be authenticated and delivered as provided
         in Section 3.03 of the Indenture.

                  (21) The Notes shall not be convertible into Common Stock or
         other securities or property of the Company.

                  (22) Compliance with the covenants set forth in paragraph
         14(B) and 14 (C) above may not be waived by the Trustee unless the
         holders of at least a majority in principal amount of all outstanding
         Notes consent to such waiver as set forth in the Indenture; PROVIDED,
         HOWEVER, that the Company need not comply with such covenants in the
         event it elects to comply with the provisions of Article Fifteen set
         forth in the


                                       16
<PAGE>


         Indenture. The Trustee may amend the terms of such covenants with the
         written consent of the holders of not less than a majority in principal
         amount of outstanding Notes as set forth in the Indenture.

                  (23) Each holder of a Note, by accepting any Note, shall be
         deemed to have agreed to be bound by the requirements imposed on
         holders of Debt Securities of the Company by the gaming authority of
         any jurisdiction of which the Company or any of its subsidiaries
         conducts or proposes to conduct gaming activities.

                  (24) To the extent that any of the terms set forth in
         paragraphs 1 through 23 above are inconsistent with the Indenture, the
         terms in paragraphs 1 through 23 above shall govern.

                  B. The form of the Notes attached hereto as Exhibit A is
         approved.

                  C. The foregoing form and terms of the Notes have been
         established in conformity with the provisions of the Indenture.

                  D. Each of the undersigned has read the Indenture and the
         definitions relating thereto and has examined the resolutions referred
         to in paragraph A above and the Notes and has made such examination or
         investigation as is necessary to enable the undersigned to represent as
         to whether or not all conditions precedent provided in the Indenture
         relating to the establishment, authentication and delivery of the Notes
         have been complied with. On the basis of the foregoing, all such
         conditions precedent have been complied with.


                                       17
<PAGE>


                  IN WITNESS WHEREOF, the undersigned have hereunto executed
this Officers' Certificate as of the 12th day of September, 2000.

                                       PARK PLACE ENTERTAINMENT CORPORATION,
                                       a Delaware corporation



                                       By: /s/ SCOTT A. LAPORTA
                                          --------------------------------
                                       Name:  Scott A. LaPorta
                                       Title: Executive Vice President and
                                              Chief Financial Officer



                                       By: /s/ WES ALLISON
                                          --------------------------------
                                       Name: Wes Allison
                                       Title: Vice President and Controller


                                       18