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                                                                     EXHIBIT 4.2

                        HARRAH'S OPERATING COMPANY, INC.

                                  $500,000,000

                           8.00% Senior Notes due 2011

                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                January 29, 2001

Salomon Smith Barney Inc.
Banc of America Securities LLC
Credit Suisse First Boston Corporation
Deutsche Banc Alex. Brown Inc.
Goldman, Sachs & Co.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
Morgan Stanley & Co. Incorporated
Bear, Stearns & Co. Inc.
BNY Capital Markets, Inc.
CIBC World Markets Corp.
Commerzbank Capital Markets Corp.
Credit Lyonnais Securities (USA) Inc.
Fleet Securities, Inc.
SG Cowen Securities Corporation
Wasserstein Perella Securities, Inc.
Wells Fargo Brokerage Services, LLC
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 of even date herewith (the "Purchase Agreement"), its 8.00%
Senior Notes due 2011 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 the issued under an indenture (the "Indenture")
to be dated as of January 29, 2001, between the Company, the Guarantor and Bank
One Trust Company, N.A., as trustee (the "Trustee"). To

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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 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.

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


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

                  "Indenture" shall mean the Indenture relating to the Notes,
dated as of January 29, 2001, between the Company, the Guarantor and Bank One
Trust Company, 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.

                  "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
will 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.

                  "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.


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                  "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.

                  "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.


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                  (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);

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


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                           (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 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; (iii) any Initial Purchaser so requests, within 20 days
after the consumation 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; (iv) any Holder (other than an Initial


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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.

                  (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


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         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.

                  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


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                           (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):

                           (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


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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).

                  (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


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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.

                  (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;


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                           (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;

                           (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.


                                       12
<PAGE>

                  (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
         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.


                                       13
<PAGE>

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.

                  (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


                                       14
<PAGE>

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;

                           (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


                                       15
<PAGE>

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.

                  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
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
any underwriter of Notes or New Notes, as the case may be, registered under a
Shelf Registration Statement, their directors, officers,


                                       16
<PAGE>

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 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


                                       17
<PAGE>

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 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 Final 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 Final 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 Final 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


                                       18
<PAGE>

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.

                  (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;


                                       19
<PAGE>

                  (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

                  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


                                       20
<PAGE>

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.


                                       21
<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: Vice President and Treasurer


                                        Harrah's Entertainment, Inc.


                                        By:  /s/ Charles L. Atwood
                                            -----------------------------------
                                            Name:  Charles L. Atwood
                                            Title: Vice President and Treasurer

<PAGE>

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

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

By: SALOMON SMITH BARNEY INC.


By:  /s/ Wendell M. Brooks
    -----------------------------------
    Name:  Wendell M. Brooks
    Title: Managing 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 not
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.

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