<Page>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY



                        HARRAH'S OPERATING COMPANY, INC.

                                  $500,000,000

                          7.125% Senior Notes due 2007


                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                   June 14, 2001


Salomon Smith Barney Inc.
Commerzbank Capital Markets Corp.
         As Representatives of the Initial Purchasers

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  Harrah's Operating Company, Inc., a corporation organized
under the laws of Delaware (the "Company"), proposes to issue and sell to
certain purchasers (the "Initial Purchasers"), upon the terms set forth in a
purchase agreement dated as of June 7, 2001 (the "Purchase Agreement"), its
7.125% Senior Notes due 2007 relating to the initial placement of the Notes (the
"Initial Placement"), which Notes are to be guaranteed by Harrah's
Entertainment, Inc., a corporation organized under the laws of Delaware (the
"Guarantor"). The Notes are to be issued under an indenture (the "Indenture") to
be dated as of June 14, 2001, between the Company, the Guarantor and Firstar
Bank, N.A., as trustee (the "Trustee"). To induce the Initial Purchasers to
enter into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Company and the Guarantor agree with you for your benefit and
the benefit of the holders from time to time of the Notes (including the Initial
Purchasers) (each a "Holder" and, together, the "Holders"), as follows:

                  1. DEFINITIONS. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Additional Interest" shall have the meaning set forth in
Section 5 hereto.

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether

<Page>

by contract or otherwise; and the terms "controlling" and "controlled" shall
have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the
Securities Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Notes any Notes that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Notes.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall mean the Indenture relating to the Notes,
dated as of June 14, 2001, between the Company, the Guarantor and Firstar Bank,
N.A., as trustee, as the same may be amended from time to time in accordance
with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Notes registered under a Registration Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.


                                       2
<Page>

                  "New Notes" shall mean debt securities of the Company,
guaranteed by the Guarantor, identical in all material respects to the Notes
(except that the cash interest and interest rate step-up provisions and the
transfer restrictions shall be modified or eliminated, as appropriate) and to be
issued under the Indenture or the New Notes Indenture.

                  "New Notes Indenture" shall mean an indenture between the
Company and the New Notes Trustee, identical in all material respects to the
Indenture (except that the cash interest and interest rate step-up provisions
and the transfer restrictions shall be modified or eliminated, as appropriate).

                  "New Notes Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Notes under the New Notes Indenture.

                  "Notes" shall have the meaning set forth in the preamble
hereto.

                  "Offering Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of the Notes or the New Notes covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Notes that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Notes, a like aggregate principal amount of the New
Notes.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Notes or the New Notes pursuant to the provisions of this Agreement, any
amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                   "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.


                                       3
<Page>

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Notes or New Notes, as applicable, on an
appropriate form under Rule 415 under the Securities Act, or any similar rule
that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Trustee" shall mean the trustee with respect to the Notes
under the Indenture.

                  "underwriter" shall mean any underwriter of Notes in
connection with an offering thereof under a Shelf Registration Statement.

                  2. REGISTERED EXCHANGE OFFER. (a) The Company and the
Guarantor shall prepare and, not later than 90 days following the date of the
original issuance of the Notes (or if such 90th day is not a Business Day, the
next succeeding Business Day), shall file with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer. The
Company shall use its best efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act within 180 days of the
date of the original issuance of the Notes (or if such 180th day is not a
Business Day, the next succeeding Business Day).

                  (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantor shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Notes for New Notes (assuming that such
Holder is not an Affiliate of the Company, acquires the New Notes in the
ordinary course of such Holder's business, has no arrangements with any Person
to participate in the distribution of the New Notes and is not prohibited by any
law or policy of the Commission from participating in the Registered Exchange
Offer) to trade such New Notes from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

                  (c) In connection with the Registered Exchange Offer, the
Company and the Guarantor shall:

                      (i) mail to each Holder a copy of the Prospectus forming
         part of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                      (ii) keep the Registered Exchange Offer open for not less
         than 20 Business Days and not more than 30 Business Days after the date
         notice thereof is mailed to the Holders (or, in each case, longer if
         required by applicable law) (the "Expiration Date");

                      (iii) use their best efforts to keep the Exchange Offer
         Registration Statement continuously effective under the Securities Act,
         supplemented and amended as


                                       4
<Page>

         required, under the Securities Act to ensure that it is available for
         sales of New Notes by Exchanging Dealers during the Exchange Offer
         Registration Period;

                      (iv) utilize the services of a depositary for the
         Registered Exchange Offer with an address in the Borough of Manhattan
         in New York City, which may be the Trustee, the New Notes Trustee or an
         Affiliate of either of them;

                      (v) permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Registered Exchange Offer is open;

                      (vi) prior to effectiveness of the Exchange Offer
         Registration Statement, provide a supplemental letter to the Commission
         (A) stating that the Company and the Guarantor, are conducting the
         Registered Exchange Offer in reliance on the position of the Commission
         in EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988),
         MORGAN STANLEY AND CO., INC. (pub. avail. June 5, 1991); and (B)
         including a representation that the Company and the Guarantor have not
         entered into any arrangement or understanding with any Person to
         distribute the New Notes to be received in the Registered Exchange
         Offer and that, to the best of the Company's and the Guarantor's
         information and belief, each Holder participating in the Registered
         Exchange Offer is acquiring the New Notes in the ordinary course of
         business and has no arrangement or understanding with any Person to
         participate in the distribution of the New Notes; and

                      (vii) comply in all respects with all applicable laws.

                  (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company and the Guarantor shall:

                      (i) accept for exchange all Notes tendered and not validly
         withdrawn pursuant to the Registered Exchange Offer;

                      (ii) deliver to the Trustee for cancellation in accordance
         with Section 4(s) all Notes so accepted for exchange; and

                      (iii) cause the New Notes Trustee promptly to authenticate
         and deliver to each Holder of Notes a principal amount of New Notes
         equal to the principal amount of the Notes of such Holder so accepted
         for exchange.

                  (e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Notes (x) could not under Commission
policy as in effect on the date of this Agreement rely on the position of the
Commission in MORGAN STANLEY AND CO., INC. (pub. avail. June 5, 1991) and EXXON
CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as interpreted in the
Commission's letter to Shearman & Sterling dated July 2, 1993 and similar
no-action letters; and (y) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any secondary
resale transaction and (z) that secondary resale transactions by such Holder
must be covered by an effective registration statement containing the selling
note


                                       5
<Page>

holder information required by Item 507 or 508, as applicable, of Regulation S-K
under the Securities Act if the resales are of New Notes obtained by such Holder
in exchange for Notes acquired by such Holder directly from the Company or one
of its Affiliates. Accordingly, each Holder participating in the Registered
Exchange Offer shall be required to represent to the Company and the Guarantor
that, at the time of the consummation of the Registered Exchange Offer:

                      (i) any New Notes received by such Holder will be acquired
         in the ordinary course of business;

                      (ii) such Holder will have no arrangement or understanding
         with any Person to participate in the distribution of the Notes or the
         New Notes within the meaning of the Securities Act; and

                      (iii) such Holder is not an Affiliate of the Company.

                  (f) If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Notes constituting any portion of an unsold allotment, at the
request of such Initial Purchaser within 20 days after the consummation of the
Exchange Offer, the Company shall issue and deliver to the Person purchasing
Notes registered under a Shelf Registration Statement as contemplated by Section
3 hereof from such Initial Purchaser, in exchange for such Notes, a like
principal amount of New Notes. The Company and the Guarantor shall use their
best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number
for such New Notes as for New Notes issued pursuant to the Registered Exchange
Offer.

                  3. SHELF REGISTRATION. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for
any other reason the Registered Exchange Offer is not consummated within 210
days of the date hereof; or (iii) any Initial Purchaser so requests, within 20
days after the consummation of the Registered Exchange Offer, with respect to
Notes that are not eligible to be exchanged for New Notes in the Registered
Exchange Offer and that are held by it following consummation of the Registered
Exchange Offer; or (iv) any Holder (other than an Initial Purchaser) who
notifies the Company within 20 days after the consummation of the Registered
Exchange Offer that it is not eligible to participate in the Registered Exchange
Offer; or (v) in the case of any Initial Purchaser that participates in the
Registered Exchange Offer, such Initial Purchaser does not receive freely
tradeable New Notes in exchange for Notes constituting any portion of an unsold
allotment (it being understood that (x) the requirement that an Initial
Purchaser deliver a Prospectus containing the information required by Item 507
or 508 of Regulation S-K under the Securities Act in connection with sales of
New Notes acquired in exchange for such Notes shall result in such New Notes
being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer
deliver a Prospectus in connection with sales of New Notes acquired in the
Registered Exchange Offer in exchange for Notes acquired as a result of
market-making activities or other trading activities shall not result in such
New Notes being not "freely tradeable"), the Company and the Guarantor shall
effect a Shelf Registration Statement in accordance with subsection (b) below.


                                       6
<Page>

                  (b) (i) The Company and the Guarantor shall as promptly as
practicable (but in no event more than 30 days after so required or requested
pursuant to this Section 3), file with the Commission and thereafter shall use
its best efforts to cause to be declared effective under the Securities Act a
Shelf Registration Statement relating to the offer and sale of the Notes or the
New Notes, as applicable, by the Holders thereof from time to time in accordance
with the methods of distribution elected by such Holders and set forth in such
Shelf Registration Statement; provided, however, that no Holder (other than an
Initial Purchaser) shall be entitled to have the Notes held by it covered by
such Shelf Registration Statement unless such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder; and
provided further, that with respect to New Notes received by an Initial
Purchaser in exchange for Notes constituting any portion of an unsold allotment,
the Company and the Guarantor may, if permitted by current interpretations by
the Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508 of
Regulation S-K, as applicable, in satisfaction of its obligations under this
subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.

                      (ii) The Company and the Guarantor shall use their best
         efforts to keep the Shelf Registration Statement continuously
         effective, supplemented and amended as required by the Securities Act,
         in order to permit the Prospectus forming part thereof to be usable by
         Holders for a period of two years from the date the Shelf Registration
         Statement is declared effective by the Commission or such shorter
         period that will terminate when all the Notes or New Notes, as
         applicable, covered by the Shelf Registration Statement have been sold
         pursuant to the Shelf Registration Statement (in any such case, such
         period being called the "Shelf Registration Period"). The Company and
         the Guarantor shall be deemed not to have used their best efforts to
         keep the Shelf Registration Statement effective during the requisite
         period if it voluntarily takes any action that would result in Holders
         of Notes covered thereby not being able to offer and sell such Notes
         during that period, unless (A) such action is required by applicable
         law; or (B) such action is taken by the Company and the Guarantor in
         good faith and for valid business reasons (not including avoidance of
         the Company's and the Guarantor's obligations hereunder), including the
         acquisition or divestiture of assets, so long as the Company and the
         Guarantor promptly thereafter comply with the requirements of Section
         4(k) hereof, if applicable.

                      (iii) The Company shall cause the Shelf Registration
         Statement and the related Prospectus and any amendment or supplement
         thereto, as of the effective date of the Shelf Registration Statement
         or such amendment or supplement, (A) to comply in all material respects
         with the applicable requirements of the Securities Act and the rules
         and regulations of the Commission; and (B) not to contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading.


                                       7
<Page>

                  4. ADDITIONAL REGISTRATION PROCEDURES. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

                  (a) The Company and the Guarantor shall:

                      (i) furnish to you, not less than five Business Days prior
         to the filing thereof with the Commission, a copy of any Exchange Offer
         Registration Statement and any Shelf Registration Statement, and each
         amendment thereof and each amendment or supplement, if any, to the
         Prospectus included therein (including all documents incorporated by
         reference therein after the initial filing) and shall use their best
         efforts to reflect in each such document, when so filed with the
         Commission, such comments as you reasonably propose;

                      (ii) include the information set forth in Annex A hereto
         on the facing page of the Exchange Offer Registration Statement, in
         Annex B hereto in the forepart of the Exchange Offer Registration
         Statement in a section setting forth details of the Exchange Offer, in
         Annex C hereto in the underwriting or plan of distribution section of
         the Prospectus contained in the Exchange Offer Registration Statement,
         and in Annex D hereto in the letter of transmittal delivered pursuant
         to the Registered Exchange Offer;

                      (iii) if requested by an Initial Purchaser, include the
         information required by Item 507 or 508 of Regulation S-K, as
         applicable, in the Prospectus contained in the Exchange Offer
         Registration Statement; and

                      (iv) in the case of a Shelf Registration Statement,
         include the names of the Holders that propose to sell Notes pursuant to
         the Shelf Registration Statement as selling Note holders.

                  (b) The Company and the Guarantor shall ensure that:

                      (i) any Registration Statement and any amendment thereto
         and any Prospectus forming part thereof and any amendment or supplement
         thereto complies in all material respects with the Securities Act and
         the rules and regulations thereunder; and

                      (ii) any Registration Statement and any amendment thereto
         does not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.

                  (c) The Company and the Guarantor shall advise you, the
Holders of Notes covered by any Shelf Registration Statement and any Exchanging
Dealer under any Exchange Offer Registration Statement that has provided in
writing to the Company or the Guarantor a telephone or facsimile number and
address for notices, and, if requested by you or any such Holder or Exchanging
Dealer, shall confirm such advice in writing (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the
Prospectus until the Company and the Guarantor shall have remedied the basis for
such suspension):


                                       8
<Page>

                      (i) when a Registration Statement and any amendment
         thereto has been filed with the Commission and when the Registration
         Statement or any post-effective amendment thereto has become effective;

                      (ii) of any request by the Commission for any amendment or
         supplement to the Registration Statement or the Prospectus or for
         additional information;

                      (iii) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

                      (iv) of the receipt by the Company and the Guarantor of
         any notification with respect to the suspension of the qualification of
         the Notes included therein for sale in any jurisdiction or the
         initiation of any proceeding for such purpose; and

                      (v) of the happening of any event that requires any change
         in the Registration Statement or the Prospectus so that, as of such
         date, the statements therein are not misleading and do not omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein (in the case of the Prospectus, in the
         light of the circumstances under which they were made) not misleading.

                  (d) The Company and the Guarantor shall use their best efforts
to obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the Notes therein for sale in any
jurisdiction at the earliest possible time.

                  (e) The Company and the Guarantor shall furnish to each Holder
of Notes covered by any Shelf Registration Statement, without charge, at least
one copy of such Shelf Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference, and, if the
Holder so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

                  (f) The Company and the Guarantor shall, during the Shelf
Registration Period, deliver to each Holder of Notes covered by any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request. The Company and the Guarantor consent to the use of the Prospectus or
any amendment or supplement thereto by each of the selling Holders of Notes in
connection with the offering and sale of the Notes covered by the Prospectus, or
any amendment or supplement thereto, included in the Shelf Registration
Statement.

                  (g) The Company and the Guarantor shall furnish to each
Exchanging Dealer which so requests, without charge, at least one copy of the
Exchange Offer Registration Statement and any post-effective amendment thereto,
including all material incorporated by reference therein, and, if the Exchanging
Dealer so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).


                                       9
<Page>

                  (h) The Company and the Guarantor shall promptly deliver to
each Initial Purchaser, each Exchanging Dealer and each other Person required to
deliver a Prospectus during the Exchange Offer Registration Period, without
charge, as many copies of the Prospectus included in such Exchange Offer
Registration Statement and any amendment or supplement thereto as any such
Person may reasonably request. The Company and the Guarantor consent to the use
of the Prospectus or any amendment or supplement thereto by any Initial
Purchaser, any Exchanging Dealer and any such other Person that may be required
to deliver a Prospectus following the Registered Exchange Offer in connection
with the offering and sale of the New Notes covered by the Prospectus, or any
amendment or supplement thereto, included in the Exchange Offer Registration
Statement.

                  (i) Prior to the Registered Exchange Offer or any other
offering of Notes pursuant to any Registration Statement, the Company and the
Guarantor shall arrange, if necessary, for the qualification of the Notes or the
New Notes for sale under the laws of such jurisdictions as any Holder shall
reasonably request and will maintain such qualification in effect so long as
required; provided that in no event shall the Company and the Guarantor be
obligated to qualify to do business in any jurisdiction where it is not then so
qualified or to take any action that would subject it to service of process in
suits, other than those arising out of the Initial Placement, the Registered
Exchange Offer or any offering pursuant to a Shelf Registration Statement, in
any such jurisdiction where it is not then so subject.

                  (j) The Company and the Guarantor shall cooperate with the
Holders of Notes to facilitate the timely preparation and delivery of
certificates representing New Notes or Notes to be issued or sold pursuant to
any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request.

                  (k) Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Company and the Guarantor shall
promptly prepare a post-effective amendment to the applicable Registration
Statement or an amendment or supplement to the related Prospectus or file any
other required document so that, as thereafter delivered to Initial Purchasers
of the Notes included therein, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. In such circumstances, the period of effectiveness of
the Exchange Offer Registration Statement provided for in Section 2 and the
Shelf Registration Statement provided for in Section 3(b) shall each be extended
by the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) to and including the date when the Initial
Purchasers, the Holders of the Notes and any known Exchanging Dealer shall have
received such amended or supplemented Prospectus pursuant to this Section.

                  (l) Not later than the effective date of any Registration
Statement, the Company and the Guarantor shall provide a CUSIP number for the
Notes or the New Notes, as the case may be, registered under such Registration
Statement and provide the Trustee with printed certificates for such Notes or
New Notes, in a form eligible for deposit with The Depository Trust Company.


                                       10
<Page>

                  (m) The Company and the Guarantor shall comply with all
applicable rules and regulations of the Commission and shall make generally
available to its Note holders as soon as practicable after the effective date of
the applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act.

                  (n) The Company and the Guarantor shall cause the Indenture or
the New Notes Indenture, as the case may be, to be qualified under the Trust
Indenture Act in a timely manner.

                  (o) The Company and the Guarantor may require each Holder of
Notes to be sold pursuant to any Shelf Registration Statement to furnish to the
Company and the Guarantor such information regarding the Holder and the
distribution of such Notes or New Notes as the Company and the Guarantor may
from time to time reasonably require for inclusion in such Registration
Statement. The Company and the Guarantor may exclude from such Shelf
Registration Statement the Notes of any Holder that unreasonably fails to
furnish such information within a reasonable time after receiving such request.

                  (p) In the case of any Shelf Registration Statement, the
Company and the Guarantor shall enter into such and take all other appropriate
actions (including if requested an underwriting agreement in customary form) in
order to expedite or facilitate the registration or the disposition of the
Notes, and in connection therewith, if an underwriting agreement is entered
into, cause the same to contain indemnification provisions and procedures no
less favorable than those set forth in Section 7 (or such other provisions and
procedures acceptable to the Majority Holders and the Managing Underwriters, if
any, with respect to all parties to be indemnified pursuant to Section 7).

                  (q) In the case of any Shelf Registration Statement, the
Company and the Guarantor shall:

                      (i) make reasonably available for inspection by the
                  Holders of Notes to be registered thereunder, any underwriter
                  participating in any disposition pursuant to such Registration
                  Statement, and any attorney, accountant or other agent
                  retained by the Holders or any such underwriter, all relevant
                  financial and other records, pertinent corporate documents and
                  properties of the Company and its subsidiaries;

                      (ii) cause the Company's officers, directors and employees
                  to supply all relevant information reasonably requested by the
                  Holders or any such underwriter, attorney, accountant or agent
                  in connection with any such Registration Statement as is
                  customary for similar due diligence examinations; PROVIDED,
                  HOWEVER, that any information that is designated in writing
                  by the Company, in good faith, as confidential at the time
                  of delivery of such information shall be kept confidential
                  by the Holders or any such underwriter, attorney,
                  accountant or agent, unless such disclosure is made in
                  connection with a court proceeding or required by law, or
                  such information becomes available to the public generally
                  or through a third party without an accompanying obligation
                  of confidentiality;

                                       11
<Page>

                      (iii) if requested by any Holder, make such
                  representations and warranties to the Holders of Notes
                  registered thereunder and the underwriters, if any, in form,
                  substance and scope as are customarily made by issuers to
                  underwriters in primary underwritten offerings and covering
                  matters including, but not limited to, those set forth in the
                  Purchase Agreement;

                      (iv) if requested by any Holder, obtain opinions of
                  counsel to the Company and the Guarantor and updates thereof
                  (which counsel and opinions (in form, scope and substance)
                  shall be reasonably satisfactory to the Managing Underwriters,
                  if any) addressed to each selling Holder and the underwriters,
                  if any, covering such matters as were covered in opinions
                  requested in the underwriting agreement filed as an exhibit to
                  the registration statement on the Form S-3 dated December 18,
                  1998 relating to the $500,000,000 7 1/2% Senior Notes due 2009
                  of the Company and such other matters as may be reasonably
                  requested by such Holders and underwriters;

                      (v) if requested by any Holder, obtain "cold comfort"
                  letters and updates thereof from the independent certified
                  public accountants of the Company (and, if necessary, any
                  other independent certified public accountants of any
                  subsidiary of the Company or of any business acquired by the
                  Company for which financial statements and financial data are,
                  or are required to be, included in the Registration
                  Statement), addressed to each selling Holder of Notes
                  registered thereunder and the underwriters, if any, in
                  customary form and covering matters of the type customarily
                  covered in "cold comfort" letters in connection with primary
                  underwritten offerings; and

                      (vi) deliver such documents and certificates as may be
                  reasonably requested by the Majority Holders and the Managing
                  Underwriters, if any, including those to evidence compliance
                  with Section 4(k) and with any customary conditions contained
                  in the underwriting agreement or other agreement entered into
                  by the Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

                  (r) In the case of any Exchange Offer Registration Statement,
the Company and the Guarantor shall:

                      (i) make reasonably available for inspection by any
                  Initial Purchaser, and any attorney, accountant or other agent
                  retained by such Initial Purchaser, all relevant financial and
                  other records, pertinent corporate documents and properties of
                  the Company and its subsidiaries;

                      (ii) cause the Company's officers, directors and employees
                  to supply all relevant information reasonably requested by
                  such Initial Purchaser or any such attorney, accountant or
                  agent in connection with any such Registration Statement as is
                  customary for similar due diligence examinations; PROVIDED,
                  HOWEVER, that any


                                       12
<Page>

                  information that is designated in writing by the Company, in
                  good faith, as confidential at the time of delivery of such
                  information shall be kept confidential by such Initial
                  Purchaser or any such attorney, accountant or agent, unless
                  such disclosure is made in connection with a court proceeding
                  or required by law, or such information becomes available to
                  the public generally or through a third party without an
                  accompanying obligation of confidentiality;

                      (iii) if requested by an Initial Purchaser, make such
                  representations and warranties to such Initial Purchaser, in
                  form, substance and scope as are customarily made by issuers
                  to underwriters in primary underwritten offerings and covering
                  matters including, but not limited to, those set forth in the
                  Purchase Agreement;

                      (iv) if requested by an Initial Purchaser, obtain opinions
                  of counsel to the Company and the Guarantor and updates
                  thereof (which counsel and opinions (in form, scope and
                  substance) shall be reasonably satisfactory to such Initial
                  Purchaser and its counsel, addressed to such Initial
                  Purchaser, covering such matters as were covered in opinions
                  requested in the underwriting agreement filed as an exhibit to
                  the registration statement on the Form S-3 dated December 18,
                  1998 relating to the $500,000,000 7 1/2% Senior Notes due 2009
                  of the Company and such other matters as may be reasonably
                  requested by such Initial Purchaser or its counsel;

                      (v) if requested by an Initial Purchaser, obtain "cold
                  comfort" letters and updates thereof from the independent
                  certified public accountants of the Company (and, if
                  necessary, any other independent certified public accountants
                  of any subsidiary of the Company or of any business acquired
                  by the Company for which financial statements and financial
                  data are, or are required to be, included in the Registration
                  Statement), addressed to such Initial Purchaser, in customary
                  form and covering matters of the type customarily covered in
                  "cold comfort" letters in connection with primary underwritten
                  offerings, or if requested by such Initial Purchaser or its
                  counsel in lieu of a "cold comfort" letter, an agreed-upon
                  procedures letter under Statement on Auditing Standards No.
                  35, covering matters requested by such Initial Purchaser or
                  its counsel; and

                      (vi) deliver such documents and certificates as may be
                  reasonably requested by such Initial Purchaser or its counsel,
                  including those to evidence compliance with Section 4(k) and
                  with conditions customarily contained in underwriting
                  agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

                  (s) If a Registered Exchange Offer is to be consummated, upon
delivery of the Notes by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the New Notes, the Company shall mark,
or caused to be marked, on the Notes so exchanged that such Notes are being
canceled in exchange for the New Notes. In no event shall the Notes be marked as
paid or otherwise satisfied.


                                       13
<Page>

                  (t) The Company will use its best efforts (i) if the Notes
have been rated prior to the initial sale of such Notes by one or more
nationally recognized statistical rating agencies, to confirm that a rating
(which need not be the same rating from each such agency) will apply to the
Notes or the New Notes, as the case may be, covered by a Registration Statement;
or (ii) if the Notes were not previously rated, to cause the Notes covered by a
Registration Statement to be rated with at least one nationally recognized
statistical rating agency, if so requested by Majority Holders with respect to
the related Registration Statement or by any Managing Underwriters.

                  (u) In the case of any Shelf Registration Statement, if any
Broker-Dealer shall underwrite any Notes or participate as a member of an
underwriting syndicate or selling group or "assist in the distribution" (within
the meaning of the Rules of Fair Practice and the By-Laws of the National
Association of Securities Dealers, Inc.) thereof, whether as a Holder of such
Notes or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, assist such Broker-Dealer in complying with the
requirements of such Rules and By-Laws, including, without limitation, by:

                      (i) if such Rules or By-Laws shall so require, engaging a
                  "qualified independent underwriter" (as defined in such Rules)
                  to participate in the preparation of the Registration
                  Statement, to exercise usual standards of due diligence with
                  respect thereto and, if any portion of the offering
                  contemplated by such Registration Statement is an underwritten
                  offering or is made through a placement or sales agent, to
                  recommend the yield of such Notes;

                      (ii) indemnifying any such qualified independent
                  underwriter to the extent of the indemnification of
                  underwriters provided in Section 7 hereof; and

                      (iii) providing such information to such Broker-Dealer as
                  may be required in order for such Broker-Dealer to comply with
                  the requirements of such Rules.

                  (v) The Company and the Guarantor shall use their best efforts
to take all other steps necessary to effect the registration of the Notes or the
New Notes, as the case may be, covered by a Registration Statement.

                  5. ADDITIONAL INTEREST

                  (a) The parties hereto agree that the Holders of Notes or New
Notes, as the case may be, will suffer damages if the Company and the Guarantor
fail to perform their obligations under Section 2 or 3 hereof and that it would
not be feasible to ascertain the extent of such damages. Accordingly, in the
event that:

                      (i) neither the Exchange Offer Registration Statement nor
                  the Shelf Registration Statement have been filed on or prior
                  to the 90th day following the original issuance of the Notes;

                      (ii) neither the Exchange Offer Registration Statement nor
                  the Shelf Registration Statement have been declared effective
                  on or prior to the 180th day following the original issuance
                  of the Notes;


                                       14
<Page>

                      (iii) neither the Exchange Offer has been completed nor
                  the Shelf Registration Statement has been declared effective
                  on or prior to the 210th day following the original issuance
                  of the Notes; or

                      (iv) either the Exchange Offer Registration Statement or
                  Shelf Registration Statement cease to be effective or usable
                  in connection with the resales of the Notes or New Notes
                  during a period in which it is required to be effective
                  hereunder without being succeeded immediately by any
                  additional Registration Statement or post-effective amendment
                  covering the Notes or the New Notes, as the case may be, which
                  has been filed and declared effective;

(each such event referred to in the foregoing clauses (i) through (iv), a
"Registration Default"), then additional interest ("Additional Interest") will
accrue on the principal amount of the Notes and the New Notes, respectively (in
addition to the stated interest on the Notes and the New Notes), from and
including the date on which any Registration Default first occurs and while any
such Registration Default has occurred and is continuing, to but excluding the
date on which all filings, declarations of effectiveness and consummations, as
the case may be, have been achieved which, if achieved on a timely basis, would
have prevented the occurrence of all of the then existing Registration Defaults.
Additional Interest will accrue at a rate of 0.25% per annum during the 90-day
period immediately following such first occurrence of a Registration Default and
while any such Registration Default has occurred and is continuing, and shall
increase by 0.25% per annum at the end of each subsequent 90-day period up to a
maximum of 0.50% per annum with respect to all Registration Defaults, until the
date on which all of the filings, declarations of effectiveness and
consummations referred to in the preceding sentence have been achieved, on which
date the interest rate on the Notes or the New Notes, respectively, will revert
to the interest rate originally borne by such notes.

                  (b) The Company and the Guarantor shall notify the Trustee
under the Indenture (or the trustee under any New Notes Indenture) immediately
upon the happening of each and every Registration Default. The Company and the
Guarantor shall pay the Additional Interest due on the Notes or New Notes, as
the case may be, by depositing with the Trustee (which shall not be the Company
for these purposes) for the Notes or the New Notes, in trust, for the benefit of
the Holders thereof, prior to 11:00 A.M. on the next interest payment date
specified in the Indenture (or such New Notes Indenture), sums sufficient to pay
the Additional Interest then due. The Additional Interest due shall be payable
on each interest payment date specified by the Indenture (or such New Notes
Indenture) to the record holders entitled to receive the interest payment to be
made on such date.

                  (c) The parties hereto agree that the Additional Interest
provided for in this Section 5 constitutes a reasonable estimate of the damages
that will be suffered by Holders of Notes or New Notes by reason of the
happening of any Registration Default.

                  (d) All of the Company's and the Guarantor's obligations set
forth in this Section 5 shall survive the termination of this Agreement.


                                       15
<Page>

                  6. REGISTRATION EXPENSES. The Company and the Guarantor shall
be jointly and severally responsible to bear all expenses incurred in connection
with the performance of its obligations under Sections 2, 3 and 4 hereof and, in
the event of any Shelf Registration Statement, will reimburse the Holders for
the reasonable fees and disbursements of one firm or counsel designated by the
Majority Holders to act as counsel for the Holders in connection therewith, and,
in the case of any Exchange Offer Registration Statement, will reimburse the
Initial Purchasers for the reasonable fees and disbursements of one firm or
counsel designated as counsel acting in connection therewith.

                  7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company and the
Guarantor, jointly and severally, agree to indemnify and hold harmless each
Holder of Notes or New Notes, as the case may be, covered by any Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the
directors, officers, employees and agents of each such Holder and each Person
who controls any such Holder within the meaning of either the Securities Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Securities Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement as originally filed or in any amendment thereof, or
in any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
Company and the Guarantor will not be liable in any case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company and the Guarantor by or on behalf of any such Holder
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company and the Guarantor may otherwise have.

                  The Company and the Guarantor, jointly and severally, also
agree to indemnify or contribute as provided in Section 7(d) to Losses of each
underwriter of Notes or New Notes, as the case may be, registered under a Shelf
Registration Statement, their directors, officers, employees or agents and each
Person who controls such underwriter on substantially the same basis as that of
the indemnification of the Initial Purchasers and the selling Holders provided
in this Section 7(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 4(p)
hereof.

                  (b) Each Holder of notes covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless the Company and the Guarantor, and their
respective directors and officers who signs such Registration Statement and each
Person who controls the Company and the Guarantor within the meaning of either
the Securities Act or the Exchange Act, to the same extent as the foregoing
indemnity


                                       16
<Page>

from the Company and the Guarantor to each such Holder, but only with reference
to written information relating to such Holder furnished to the Company and the
Guarantor by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 7 or notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); PROVIDED, HOWEVER, that such
counsel shall be satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which


                                       17
<Page>

resulted in such Losses; PROVIDED, HOWEVER, that in no case shall any Initial
Purchaser or any subsequent Holder of any Note or New Note be responsible, in
the aggregate, for any amount in excess of the purchase discount or commission
applicable to such Note, or in the case of a New Note, applicable to the Note
that was exchangeable into such New Note, as set forth on the cover page of the
Offering Memorandum, nor shall any underwriter be responsible for any amount in
excess of the underwriting discount or commission applicable to the notes
purchased by such underwriter under the Registration Statement which resulted in
such Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company and the
Guarantor shall be deemed to be equal to the total net proceeds from the Initial
Placement (before deducting expenses) as set forth on the cover page of the
Offering Memorandum. Benefits received by the Initial Purchasers shall be deemed
to be equal to the total purchase discounts and commissions as set forth on the
cover page of the Offering Memorandum, and benefits received by any other
Holders shall be deemed to be equal to the value of receiving Notes or New
Notes, as applicable, registered under the Securities Act. Benefits received by
any underwriter shall be deemed to be equal to the total underwriting discounts
and commissions, as set forth on the cover page of the Prospectus forming a part
of the Registration Statement which resulted in such Losses. Relative fault
shall be determined by reference to, among other things, whether any alleged
untrue statement or omission relates to information provided by the indemnifying
party, on the one hand, or by the indemnified party, on the other hand, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
agree that it would not be just and equitable if contribution were determined by
pro rata allocation (even if the Holders were treated as one entity for such
purpose) or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each Person who controls a
Holder within the meaning of either the Securities Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls the Company
and the Guarantor within the meaning of either the Securities Act or the
Exchange Act, each officer of the Company and the Guarantor who shall have
signed the Registration Statement and each director of the Company and the
Guarantor shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph (d).

                  (e) The provisions of this Section will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Company or the Guarantor or any of the officers, directors or controlling
Persons referred to in this Section hereof, and will survive the sale by a
Holder of Notes covered by a Registration Statement.

                  8. UNDERWRITTEN REGISTRATIONS. (a) If any of the Notes or New
Notes, as the case may be, covered by any Shelf Registration Statement are to be
sold in an underwritten offering, the Managing Underwriters shall be selected by
the Majority Holders.


                                       18
<Page>

                  (b) No Person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Person (i) agrees to
sell such Person's Notes or New Notes, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

                  9. NO INCONSISTENT AGREEMENTS. Neither the Company nor the
Guarantor has, as of the date hereof, entered into, nor shall they, on or after
the date hereof, enter into, any agreement with respect to Notes of the Company
that is inconsistent with the rights granted to the Holders herein or otherwise
conflicts with the provisions hereof.

                  10. AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Notes); PROVIDED
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Notes or New Notes, as the case may be, are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by the Majority Holders,
determined on the basis of Notes or New Notes, as the case may be, being sold
rather than registered under such Registration Statement.

                  11. NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the most current address given by such
holder to the Company in accordance with the provisions of this Section, which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture, with a copy in like manner to
Salomon Smith Barney;

                  (b) if to you, initially at the respective addresses set forth
in the Purchase Agreement; and

                  (c) if to the Company or the Guarantor, initially at its
address:

                                    Harrah's Entertainment, Inc.
                                    Harrah's Operating Company, Inc.
                                    One Harrah's Court
                                    Las Vegas, Nevada 89119

                                    Attn:            Treasurer
                                    With a copy to:  General Counsel


                                       19
<Page>

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers or the Company or the Guarantor by
notice to the other parties may designate additional or different addresses for
subsequent notices or communications.

                  12. SUCCESSORS. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company and the Guarantor thereto, subsequent Holders of Notes and the New
Notes. The Company and the Guarantor hereby agree to extend the benefits of this
Agreement to any Holder of Notes and the New Notes, and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.

                  13. COUNTERPARTS. This agreement may be in signed
counterparts, each of which shall an original and all of which together shall
constitute one and the same agreement.

                  14. HEADINGS. The headings used herein are for convenience
only and shall not affect the construction hereof.

                  15. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  16. SEVERABILITY. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  17. NOTES HELD BY THE COMPANY, ETC. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Notes or
New Notes is required hereunder, Notes or New Notes, as applicable, held by the
Company or its Affiliates (other than subsequent Holders of Notes or New Notes
if such subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such Notes or New Notes) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.


                                       20
<Page>

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a building agreement
among the Company, the Guarantor and the several Initial Purchasers.

                                      Very truly yours,

                                      Harrah's Operating Company, Inc.


                                      By: /s/ CHARLES L. ATWOOD
                                          --------------------------------
                                          Name:  Charles L. Atwood
                                          Title: Senior Vice President, Chief
                                                 Financial Officer and Treasurer


                                      Harrah's Entertainment, Inc.


                                      By: /s/ CHARLES L. ATWOOD
                                          --------------------------------
                                          Name:  Charles L. Atwood
                                          Title: Senior Vice President, Chief
                                                 Financial Officer and Treasurer

<Page>

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.

SALOMON SMITH BARNEY INC.
COMMERZBANK CAPITAL MARKETS CORP.
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
WELLS FARGO BROKERAGE SERVICES, LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANC ALEX. BROWN INC.
SG COWEN SECURITIES CORPORATION
CIBC WORLD MARKETS CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
SCOTIA CAPITAL (USA) INC.
BEAR STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
JEFFERIES & CO., INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                     INCORPORATED

By: SALOMON SMITH BARNEY INC.


By: /s/ EVAN LADOUCEUR
    ---------------------------------
     Name:  Evan Ladouceur
     Title: Director

<Page>

                                                                         ANNEX A

                  Each Broker-Dealer that receives New Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Notes received in exchange for Notes where such Notes were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Company and the Guarantor have agreed that, starting on
the Expiration Date (as defined herein) and ending on the close of business one
year after the Expiration Date, they will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution."

                                       24
<Page>
                                                                         ANNEX B

                  Each Broker-Dealer that receives New Notes for its own account
in exchange for Notes, where such Notes were acquired by such Broker-Dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such New
Notes. See "Plan of Distribution."


                                       25
<Page>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives New Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
Broker-Dealer in connection with resales of New Notes received in exchange for
Notes where such Notes were acquired as a result of market-making activities or
other trading activities. The Company and the Guarantor have agreed that,
starting on the Expiration Date and ending on the close of business one year
after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until [ ], 2001, all dealers effecting transactions in the
New Notes may be required to deliver a prospectus.

                  The Company and the Guarantor will not receive any proceeds
from any sale of New Notes by brokers-dealers. New Notes received by
Broker-Dealers for their own account pursuant to the Exchange Offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the New Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Notes. Any Broker-Dealer that resells New Notes that were received by it for its
own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Notes and any commissions or concessions received by any such
Persons may be deemed to be underwriting compensation under the Securities Act.
The Letter of Transmittal states that by acknowledging that it will deliver and
by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

                  For a period of one year after the Expiration Date, the
Company and the Guarantor will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any
Broker-Dealer that requests such documents in the Letter of Transmittal. The
Company and the Guarantor have agreed to pay all expenses incident to the
Exchange Offer (including the expenses of one counsel for the holder of the
Notes) other than commissions or concessions of any brokers or dealers and will
indemnify the holders of the Notes (including any Broker-Dealers) against
certain liabilities, including liabilities under the Securities Act.

                  [If applicable, add information required by Regulation S-K
Items 507 and/or 508.]


                                       26
<Page>

                                                                         ANNEX D

RIDER A

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:    --------------------------------------------

                  Address: --------------------------------------------

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


RIDER B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Notes in the ordinary course of its business, it is not engaged
in, and does not intend to engage in, a distribution of New Notes and it has no
arrangements or understandings with any Person to participate in a distribution
of the New Notes. If the undersigned is a Broker-Dealer that will receive New
Notes for its own account in exchange for Notes, it represents that the Notes to
be exchanged for New Notes were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a
prospectus in connection with any resale of such New Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

                                       27