<PAGE>

                          REGISTRATION RIGHTS AGREEMENT



                          DATED AS OF FEBRUARY 22, 2000



                                      AMONG



                      PARK PLACE ENTERTAINMENT CORPORATION

                                       AND

                               MERRILL LYNCH & CO.
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                          DEUTSCHE BANK SECURITIES INC.
                         BANC OF AMERICA SECURITIES LLC
                         SG COWEN SECURITIES CORPORATION
                        SCOTIA CAPITAL MARKETS (USA) INC.
                            BNY CAPITAL MARKETS, INC.
                        FIRST UNION CAPITAL MARKETS CORP.
                       FLEETBOSTON ROBERTSON STEPHENS INC.
                            BEAR, STEARNS & CO. INC.
                      WASSERSTEIN PERELLA SECURITIES, INC.

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



<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "Agreement") is made and
entered into this 22nd day of February, 2000, among Park Place Entertainment
Corporation, a Delaware corporation (the "Company"), and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and each of
the other Initial Purchasers named in Schedule A to the Purchase Agreement (as
defined below) (collectively, the "Initial Purchasers," which term shall also
include any initial purchaser substituted as provided in Section 11 thereof).

         This Agreement is made pursuant to the Purchase Agreement, dated
February 15, 2000, among the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the
Initial Purchasers of an aggregate of $500,000,000 principal amount of the
Company's 9 3/8% Series A Senior Subordinated Notes due 2007 (the
"Securities"). In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide to Holders (as defined
herein) the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1.       DEFINITIONS.

         As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

         "1933 ACT" shall mean the Securities Act of 1933, as amended from time
to time.

         "1934 ACT" shall mean the Securities Exchange Act of l934, as amended
from time to time.

         "CLOSING DATE" shall mean the Closing Time as defined in the Purchase
Agreement.

         "COMPANY" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

         "DEPOSITARY" shall mean The Depository Trust Company, or any other
depositary appointed by the Company, PROVIDED, HOWEVER, that such depositary
must have an address in the Borough of Manhattan, in the City of New York.

         "EXCHANGE OFFER" shall mean the exchange offer by the Company of
Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof.

         "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933
Act effected pursuant to Section 2.1 hereof.

<PAGE>

         "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement,
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

         "EXCHANGE PERIOD" shall have the meaning set forth in Section 2.1
hereof.

         "EXCHANGE SECURITIES" shall mean the 9 3/8% Series B Senior
Subordinated Notes due 2007 issued by the Company under the Indenture, which
will be freely tradeable under the 1933 Act, containing terms identical to the
Securities in all material respects (except for references to certain interest
rate provisions, restrictions on transfers and restrictive legends). The
Exchange Securities will be offered to Holders of Securities in exchange for
Registrable Securities pursuant to the Exchange Offer and the Exchange Offer
Registration Statement.

         "HOLDER" shall mean any registered holder of Registrable Securities.

         "INDENTURE" shall mean the Indenture relating to the Securities, dated
as of February 22, 2000 between the Company and Norwest Bank Minnesota, N.A., as
trustee, as the same may be amended, supplemented, waived or otherwise modified
from time to time in accordance with the terms thereof.

         "INITIAL PURCHASER" or "INITIAL PURCHASERS" shall have the meaning set
forth in the preamble.

         "MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of Outstanding (as defined in the Indenture)
Registrable Securities.

         "PARTICIPATING BROKER-DEALER" shall mean any of Merrill Lynch, Deutsche
Bank Securities Inc., Banc of America Securities LLC, SG Cowen Securities
Corporation, Scotia Capital Markets (USA) Inc., BNY Capital Markets, Inc., First
Union Capital Markets Corp., FleetBoston Robertson Stephens Inc., Bear, Stearns
& Co. Inc. and Wasserstein Perella Securities, Inc., and any other broker-dealer
which makes a market in the Securities and exchanges Registrable Securities in
the Exchange Offer for Exchange Securities.

         "PERSON" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

         "PRIVATE EXCHANGE" shall have the meaning set forth in Section 2.1
hereof.

         "PRIVATE EXCHANGE SECURITIES" shall have the meaning set forth in
Section 2.1 hereof.

         "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any


                                      -2-
<PAGE>

prospectus supplement, including any such prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by a Shelf Registration Statement, and by all other amendments and supplements
to a prospectus, including post-effective amendments, and in each case including
all material incorporated by reference therein.

         "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble.

         "REGISTRABLE SECURITIES" shall mean the Securities and, if issued, the
Private Exchange Securities; PROVIDED, HOWEVER, that Securities and, if issued,
the Private Exchange Securities, shall cease to be Registrable Securities when
(i) a Registration Statement with respect to such Securities shall have been
declared effective under the 1933 Act and such Securities shall have been
disposed of pursuant to such Registration Statement, (ii) such Securities have
been sold to the public pursuant to Rule l44 (or any similar provision then in
force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall have
ceased to be outstanding or (iv) the Exchange Offer is consummated (except with
respect to Securities purchased from the Company and continued to be held by the
Initial Purchasers).

         "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees, including,
if applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any Holder in accordance
with the rules and regulations of the NASD, (ii) all fees and expenses incurred
in connection with compliance with state securities or blue sky laws and
compliance with the rules of the NASD (including reasonable fees and
disbursements of counsel for any underwriters or Holders in connection with blue
sky qualification of any of the Exchange Securities or Registrable Securities
and any filings with the NASD), (iii) all expenses of any Persons in preparing
or assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus, any amendments or supplements thereto,
any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all fees
and expenses incurred in connection with the listing, if any, of any of the
Registrable Securities on any securities exchange or exchanges, (v) all rating
agency fees, (vi) the fees and disbursements of counsel for the Company and of
the independent public accountants of the Company, including the expenses of any
special audits or "cold comfort" letters required by or incident to such
performance and compliance, (vii) the fees and expenses of the Trustee, and any
escrow agent or custodian, (viii) the reasonable fees and expenses of one firm
of attorneys (in addition to any local counsel, if any) to the Initial
Purchasers and the Holders in connection therewith, and (ix) any fees and
disbursements of the underwriters customarily required to be paid by issuers or
sellers of securities and the fees and expenses of any special experts retained
by the Company in connection with any Registration Statement,


                                      -3-
<PAGE>

but excluding underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a Holder.

         "REGISTRATION STATEMENT" shall mean any registration statement of the
Company which covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement, and all amendments and supplements
to any 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.

         "SEC" shall mean the Securities and Exchange Commission or any
successor agency or government body performing the functions currently performed
by the United States Securities and Exchange Commission.

         "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2.2 hereof.

         "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2.2 of this
Agreement which covers all of the Registrable Securities or all of the Private
Exchange Securities on an appropriate form under Rule 415 under the 1933 Act, or
any similar rule that may be adopted by the SEC, and all 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 Securities under
the Indenture.

         2. REGISTRATION UNDER THE 1933 ACT.

         2.1. EXCHANGE OFFER. The Company shall, for the benefit of the Holders,
at the Company's cost, (i) prepare and, as soon as practicable but not later
than 30 days following the Closing Date, file with the SEC an Exchange Offer
Registration Statement on an appropriate form under the 1933 Act with respect to
a proposed Exchange Offer and the issuance and delivery to the Holders, in
exchange for the Registrable Securities (other than Private Exchange
Securities), of a like principal amount of Exchange Securities, (ii) use its
best efforts to cause the Exchange Offer Registration Statement to be declared
effective under the 1933 Act within 90 days of the Closing Date, (iii) use its
best efforts to keep the Exchange Offer Registration Statement effective until
the closing of the Exchange Offer and (iv) use its best efforts to cause the
Exchange Offer to be consummated not later than 150 days following the Closing
Date. The Exchange Securities will be issued under the Indenture. Upon the
effectiveness of the Exchange Offer Registration Statement, the Company shall
promptly commence the Exchange Offer, it being the objective of such Exchange
Offer to enable each Holder eligible and electing to exchange Registrable
Securities for Exchange Securities (assuming that such Holder (i) is not an
affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (ii)
is not a broker-dealer tendering Registrable Securities acquired di-


                                      -4-
<PAGE>

rectly from the Company for its own account, (iii) acquired the Exchange
Securities in the ordinary course of such Holder's business and (iv) has no
arrangements or understandings with any Person to participate in the Exchange
Offer for the purpose of distributing the Exchange Securities) to transfer such
Exchange Securities from and after their receipt without any limitations or
restrictions under the 1933 Act and under state securities or blue sky laws.

         In connection with the Exchange Offer, the Company shall:

                  (a) mail as promptly as practicable 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;

                  (b) keep the Exchange Offer open for acceptance for a period
         of not less than 30 calendar days after the date notice thereof is
         mailed to the Holders (or longer if required by applicable law) (such
         period referred to herein as the "Exchange Period");

                  (c) utilize the services of the Depositary for the Exchange
         Offer;

                  (d) permit Holders to withdraw tendered Registrable Securities
         at any time prior to 5:00 p.m. (Eastern Time), on the last business day
         of the Exchange Period, by sending to the institution specified in the
         notice, a telegram, telex, facsimile transmission or letter setting
         forth the name of such Holder, the principal amount of Registrable
         Securities delivered for exchange, and a statement that such Holder is
         withdrawing such Holder's election to have such Securities exchanged;

                  (e) notify each Holder that any Registrable Security not
         tendered will remain outstanding and continue to accrue interest, but
         will not retain any rights under this Agreement (except in the case of
         the Initial Purchasers and Participating Broker-Dealers as provided
         herein); and

                  (f) otherwise comply in all respects with all applicable laws
         relating to the Exchange Offer.

         If, upon consummation of the Exchange Offer, the Initial Purchasers
hold any Securities acquired by them and having the status of an unsold
allotment in the initial distribution, the Company upon the request of any
Initial Purchaser shall, simultaneously with the delivery of the Exchange
Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in
exchange (the "Private Exchange") for the Securities held by such Initial
Purchaser, a like principal amount of debt securities of the Company that are
identical in all material respects (except that such securities shall bear
appropriate transfer restrictions) to the Exchange Securities (the "Private
Exchange Securities").


                                      -5-
<PAGE>

         The Exchange Securities and the Private Exchange Securities shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, has been qualified under
the Trust Indenture Act of 1939, as amended (the "TIA"), or is exempt from such
qualification, and shall provide that the Exchange Securities shall not be
subject to the transfer restrictions set forth in the Indenture but that the
Private Exchange Securities shall be subject to such transfer restrictions. The
Indenture or such indenture shall provide that the Exchange Securities, the
Private Exchange Securities and the Securities shall vote and consent together
on all matters as one class and that none of the Exchange Securities, the
Private Exchange Securities or the Securities will have the right to vote or
consent as a separate class on any matter. The Private Exchange Securities shall
be of the same series as, and the Company shall use all commercially reasonable
efforts to have the Private Exchange Securities bear the same CUSIP number as,
the Exchange Securities. The Company shall not have any liability under this
Agreement solely as a result of such Private Exchange Securities not bearing the
same CUSIP number as the Exchange Securities.

         As soon as practicable after the close of the Exchange Offer and/or the
Private Exchange, as the case may be, the Company shall:

                  (a) accept for exchange all Registrable Securities duly
         tendered and not validly withdrawn pursuant to the Exchange Offer in
         accordance with the terms of the Exchange Offer Registration Statement
         and the letter of transmittal which shall be an exhibit thereto;

                  (b) accept for exchange all Securities properly tendered
         pursuant to the Private Exchange;

                  (c) deliver to the Trustee for cancellation all Registrable
         Securities so accepted for exchange; and

                  (d) cause the Trustee promptly to authenticate and deliver
         Exchange Securities or Private Exchange Securities, as the case may be,
         to each Holder of Registrable Securities so accepted for exchange in a
         principal amount equal to the principal amount of the Registrable
         Securities of such Holder so accepted for exchange.

         Interest on each Exchange Security and Private Exchange Security will
accrue from the last date on which interest was paid on the Registrable
Securities surrendered in exchange therefor or, if no interest has been paid on
the Registrable Securities, from the date of original issuance. The Exchange
Offer and the Private Exchange shall not be subject to any conditions, other
than (i) that the Exchange Offer or the Private Exchange, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) the due tendering of Registrable
Securities in accordance with the Exchange Offer and the Private Exchange, (iii)
that each Holder of Registrable Securities exchanged in the Exchange Offer shall
have represented that all Exchange Securities to be re-


                                      -6-
<PAGE>

ceived by it shall be acquired in the ordinary course of its business and that
at the time of the consummation of the Exchange Offer it shall have no
arrangement or understanding with any person to participate in the distribution
(within the meaning of the 1933 Act) of the Exchange Securities and shall have
made such other representations as may be reasonably necessary under applicable
SEC rules, regulations or interpretations to render the use of Form S-4 or other
appropriate form under the 1933 Act available and (iv) that no action or
proceeding shall have been instituted or threatened in any court or by or before
any governmental agency with respect to the Exchange Offer or the Private
Exchange which, in the Company's judgment, would reasonably be expected to
impair the ability of the Company to proceed with the Exchange Offer or the
Private Exchange. The Company shall inform the Initial Purchasers of the names
and addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right to contact such Holders and otherwise facilitate
the tender of Registrable Securities in the Exchange Offer.

         2.2. SHELF REGISTRATION. (i) If, because of any changes in law, SEC
rules or regulations or applicable interpretations thereof by the staff of the
SEC, the Company is not permitted to effect the Exchange Offer as contemplated
by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer is not
consummated within 150 days after the original issue of the Registrable
Securities, (iii) upon the request of any of the Initial Purchasers if any such
Initial Purchaser holds Securities acquired as part of an unsold allotment or
(iv) if a Holder is not permitted to participate in the Exchange Offer or does
not receive fully tradeable Exchange Securities pursuant to the Exchange Offer,
then in case of each of clauses (i) through (iv) the Company shall, at its cost:

                  (a) As promptly as practicable, file with the SEC, and
         thereafter shall use its best efforts to cause to be declared effective
         as promptly as practicable but no later than 90 days after the original
         issue of the Registrable Securities, a Shelf Registration Statement
         relating to the offer and sale of the Registrable Securities by the
         Holders from time to time in accordance with the methods of
         distribution elected by the Majority Holders participating in the Shelf
         Registration and set forth in such Shelf Registration Statement.

                  (b) Use its best efforts to keep the Shelf Registration
         Statement continuously effective 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 SEC (or until one year from the date of the Shelf Registration
         Statement if such Shelf Registration Statement is filed at the request
         of any Initial Purchaser), or for such shorter period that will
         terminate when all Registrable Securities covered by the Shelf
         Registration Statement have been sold pursuant to the Shelf
         Registration Statement or cease to be outstanding or otherwise to be
         Registrable Securities (the "Effectiveness Period"); PROVIDED, HOWEVER,
         that the Effectiveness Period in respect of the Shelf Registration
         Statement shall be extended to the extent required to


                                      -7-
<PAGE>

         permit dealers to comply with the applicable prospectus delivery
         requirements of Rule 174 under the 1933 Act and as otherwise provided
         herein.

                  (c) Notwithstanding any other provisions hereof, use its best
         efforts to ensure that (i) any Shelf Registration Statement and any
         amendment thereto and any Prospectus forming part thereof and any
         supplement thereto complies in all material respects with the 1933 Act
         and the rules and regulations thereunder, (ii) any Shelf 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 and (iii) any Prospectus
         forming part of any Shelf Registration Statement, and any supplement to
         such Prospectus (as amended or supplemented from time to time), does
         not include an untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements, in light of
         the circumstances under which they were made, not misleading.

         The Company shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration Statement. The Company
further agrees, if necessary, to supplement or amend the Shelf Registration
Statement, as required by Section 3(b) below, and to furnish to the Holders
copies of any such supplement or amendment promptly after its being used or
filed with the SEC.

         2.3. EXPENSES. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 or 2.2. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

         2.4. EFFECTIVENESS. (a) The Company will be deemed not to have used its
best efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become, or to remain, effective
during the requisite period if the Company voluntarily takes any action that
would, or omits to take any action which omission would, result in any such
Registration Statement not being declared effective or in the Holders covered
thereby not being able to exchange or offer and sell such Registrable Securities
during that period as and to the extent contemplated hereby, unless such action
is required by applicable law.

              (b) An Exchange Offer Registration Statement pursuant to
Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; PROVIDED, HOWEVER, that if, after it has been declared
effective, the offering of Registrable Securities pursuant to an Exchange Offer
Registration Statement or a Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to
have become effective


                                      -8-
<PAGE>

during the period of such interference, until the offering of Registrable
Securities pursuant to such Registration Statement may legally resume.

         2.5. INTEREST. The Indenture executed in connection with the Securities
will provide that in the event that either (i) the Exchange Offer Registration
Statement is not filed with the SEC on or prior to the 30th calendar day
following the date of original issue of the Securities, (ii) the Exchange Offer
Registration Statement has not been declared effective on or prior to the 120th
calendar day following the date of original issue of the Securities or (iii) the
Exchange Offer is not consummated or, in case of the clauses (i) through (iv) of
Section 2.2, a Shelf Registration Statement is not declared effective, in either
case, on or prior to the 150th calendar day following the date of original issue
of the Securities (each such event referred to in clauses (i) through (iii)
above, a "Registration Default"), the interest rate borne by the Securities
shall be increased ("Additional Interest") by 0.25% per annum upon the
occurrence of a Registration Default, which rate will increase by 0.25% each
90-day period that such Additional Interest continues to accrue under any such
circumstance, provided that the maximum aggregate increase in the interest rate
will in no event exceed one percent (1%) per annum. Following the cure of all
Registration Defaults (i.e., in the case of (i) above, the filing of the
Exchange Offer Registration Statement, in the case of (ii) above, the
effectiveness of the Exchange Offer Registration Statement and, in the case of
(iii) above, upon the consummation of the Exchange Offer or the effectiveness of
the Shelf Registration Statement, as the case may be) the accrual of Additional
Interest will cease and the interest rate will revert to the original rate.

         If the Shelf Registration Statement is unusable by the Holders for any
reason, and the aggregate number of days in any consecutive twelve-month period
for which the Shelf Registration Statement shall not be usable exceeds 60 days
in the aggregate, then the interest rate borne by the Securities will be
increased by an absolute amount of 0.25% per annum of the principal amount of
the Securities for the first 90-day period (or portion thereof) beginning on the
60th day that such Shelf Registration Statement ceases to be usable, which rate
shall be increased by an additional absolute amount of 0.25% per annum of the
principal amount of the Securities at the beginning of each subsequent 90-day
period, provided that the maximum aggregate increase in the interest rate will
in no event exceed one percent (1%) per annum. Any amounts payable under this
paragraph shall also be deemed "Additional Interest" for purposes of this
Agreement. Upon the Shelf Registration Statement once again becoming usable, the
interest rate borne by the Securities will be reduced to the original interest
rate if and when the Company is otherwise in compliance with this Agreement at
such time. Additional Interest shall be computed based on the actual number of
days elapsed in each 90-day period in which the Shelf Registration Statement is
unusable.

         The Company shall notify the Trustee within three business days after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an "Event Date"). Additional Interest shall be
paid by depositing with the Trustee, in trust,


                                      -9-
<PAGE>

for the benefit of the Holders, on or before the applicable semiannual interest
payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date to the Holder of Securities entitled to receive the
interest payment to be paid on such date as set forth in the Indenture. Each
obligation to pay Additional Interest shall be deemed to accrue from and
including the day following the applicable Event Date.

         3. REGISTRATION PROCEDURES.

         In connection with the obligations of the Company with respect to
Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company
shall:

                  (a) prepare and file with the SEC a Registration Statement,
         within the relevant time period specified in Section 2, on the
         appropriate form under the 1933 Act, which form (i) shall be selected
         by the Company, (ii) shall, in the case of a Shelf Registration, be
         available for the sale of the Registrable Securities by the selling
         Holders thereof, (iii) shall comply as to form in all material respects
         with the requirements of the applicable form and include or incorporate
         by reference all financial statements required by the SEC to be filed
         therewith or incorporated by reference therein, and (iv) shall comply
         in all respects with the requirements of Regulation S-T under the 1933
         Act, and use its best efforts to cause such Registration Statement to
         become effective and remain effective in accordance with Section 2
         hereof;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary under applicable law to keep such Registration Statement
         effective for the applicable period; and cause each Prospectus to be
         supplemented by any required prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 (or any similar provision
         then in force) under the 1933 Act and comply with the provisions of the
         1933 Act, the 1934 Act and the rules and regulations thereunder
         applicable to them with respect to the disposition of all securities
         covered by each Registration Statement during the applicable period in
         accordance with the intended method or methods of distribution by the
         selling Holders thereof (including sales by any Participating
         Broker-Dealer);

                  (c) in the case of a Shelf Registration, (i) notify each
         Holder of Registrable Securities, at least three business days prior to
         filing, that a Shelf Registration Statement with respect to the
         Registrable Securities is being filed and advising such Holders that
         the distribution of Registrable Securities will be made in accordance
         with the method selected by the Majority Holders participating in the
         Shelf Registration; (ii) furnish to each Holder of Registrable
         Securities and to each underwriter of an underwritten offering of
         Registrable Securities, if any, without charge, as many copies of each
         Prospectus, including each preliminary Prospectus, and any amendment or
         supplement thereto and such other documents as such Holder or
         underwriter may rea-


                                      -10-
<PAGE>

         sonably request, including financial statements and schedules and, if
         the Holder so requests, all exhibits in order to facilitate the public
         sale or other disposition of the Registrable Securities; and (iii)
         hereby consent to the use of the Prospectus or any amendment or
         supplement thereto by each of the selling Holders in connection with
         the offering and sale of the Registrable Securities covered by the
         Prospectus or any amendment or supplement thereto;

                  (d) use its best efforts to register or qualify the
         Registrable Securities under all applicable state securities or "blue
         sky" laws of such jurisdictions as any Holder of Registrable Securities
         covered by a Registration Statement and each underwriter of an
         underwritten offering of Registrable Securities shall reasonably
         request by the time the applicable Registration Statement is declared
         effective by the SEC, and do any and all other acts and things which
         may be reasonably necessary or advisable to enable each such Holder and
         underwriter to consummate the disposition in each such jurisdiction of
         such Registrable Securities owned by such Holder; PROVIDED, HOWEVER,
         that the Company shall not be required to (i) qualify as a foreign
         corporation or as a dealer in securities in any jurisdiction where it
         would not otherwise be required to qualify but for this Section 3(d),
         or (ii) take any action which would subject it to general service of
         process or taxation in any such jurisdiction where it is not then so
         subject;

                  (e) notify promptly each Holder of Registrable Securities
         under a Shelf Registration or any Participating Broker-Dealer who has
         notified the Company that it is utilizing the Exchange Offer
         Registration Statement as provided in paragraph (f) below and, if
         requested by such Holder or Participating Broker-Dealer, confirm such
         advice in writing promptly (i) when a Registration Statement has become
         effective and when any post-effective amendments and supplements
         thereto become effective, (ii) of any request by the SEC or any state
         securities authority for post-effective amendments and supplements to a
         Registration Statement and Prospectus or for additional information
         after the Registration Statement has become effective, (iii) of the
         issuance by the SEC or any state securities authority of any stop order
         suspending the effectiveness of a Registration Statement or the
         initiation of any proceedings for that purpose, (iv) in the case of a
         Shelf Registration, if, between the effective date of a Registration
         Statement and the closing of any sale of Registrable Securities covered
         thereby, the representations and warranties of the Company contained in
         any underwriting agreement, securities sales agreement or other similar
         agreement, if any, relating to the offering cease to be true and
         correct in all material respects, (v) of the happening of any event or
         the discovery of any facts during the period a Shelf Registration
         Statement is effective which makes any statement made in such
         Registration Statement or the related Prospectus untrue in any material
         respect or which requires the making of any changes in such
         Registration Statement or Prospectus in order to make the statements
         therein not misleading, (vi) of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         Registrable Securities or the Exchange Secu-


                                      -11-
<PAGE>

         rities, as the case may be, for sale in any jurisdiction or the
         initiation or threatening of any proceeding for such purpose and (vii)
         of any determination by the Company that a post-effective amendment to
         such Registration Statement would be appropriate;

                  (f) (i) in the case of the Exchange Offer Registration
         Statement (A) include in the Exchange Offer Registration Statement a
         section entitled "Plan of Distribution" which section shall be
         reasonably acceptable to Merrill Lynch on behalf of the Participating
         Broker-Dealers, and which shall contain a summary statement of the
         positions taken or policies made by the staff of the SEC with respect
         to the potential "underwriter" status of any broker-dealer that holds
         Registrable Securities acquired for its own account as a result of
         market-making activities or other trading activities and that will be
         the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) of
         Exchange Securities to be received by such broker-dealer in the
         Exchange Offer, whether such positions or policies have been publicly
         disseminated by the staff of the SEC or such positions or policies, in
         the reasonable judgment of Merrill Lynch on behalf of the Participating
         Broker-Dealers and its counsel, represent the prevailing views of the
         staff of the SEC, including a statement that any such broker-dealer who
         receives Exchange Securities for Registrable Securities pursuant to the
         Exchange Offer may be deemed a statutory underwriter and must deliver a
         prospectus meeting the requirements of the 1933 Act in connection with
         any resale of such Exchange Securities, (B) furnish to each
         Participating Broker-Dealer who has delivered to the Company the notice
         referred to in Section 3(e), without charge, as many copies of each
         Prospectus included in the Exchange Offer Registration Statement,
         including any preliminary prospectus, and any amendment or supplement
         thereto, as such Participating Broker-Dealer may reasonably request,
         (C) hereby consent to the use of the Prospectus forming part of the
         Exchange Offer Registration Statement or any amendment or supplement
         thereto, by any Person subject to the prospectus delivery requirements
         of the SEC, including all Participating Broker-Dealers, in connection
         with the sale or transfer of the Exchange Securities covered by the
         Prospectus or any amendment or supplement thereto, and (D) include in
         the transmittal letter or similar documentation to be executed by an
         exchange offeree in order to participate in the Exchange Offer (x) the
         following provision:

         "If the exchange offeree is a broker-dealer holding Registrable
         Securities acquired for its own account as a result of market-making
         activities or other trading activities, it will deliver a prospectus
         meeting the requirements of the 1933 Act in connection with any resale
         of Exchange Securities received in respect of such Registrable
         Securities pursuant to the Exchange Offer;"

         and (y) a statement to the effect that by a broker-dealer making the
         acknowledgment described in clause (x) and by delivering a Prospectus
         in connection with the exchange of Registrable Securities, the
         broker-dealer will not be


                                      -12-
<PAGE>

         deemed to admit that it is an underwriter within the meaning of the
         1933 Act; and (ii) in the case of any Exchange Offer Registration
         Statement, the Company agrees to deliver to the Initial Purchasers on
         behalf of any Participating Broker-Dealers upon the effectiveness of
         the Exchange Offer Registration Statement (A) an opinion of counsel to
         the Company that such counsel has participated in conferences with
         officers and other representatives of the Company, counsel for the
         Initial Purchasers, representatives of the independent public
         accountants for the Company, and that such counsel advises that, on the
         basis of the foregoing, no facts came to such counsel's attention that
         caused such counsel to believe that either the Exchange Offer
         Registration Statement, as of its date, or the Prospectus or any
         amendment or supplement thereto, at the time the Prospectus was issued,
         at the time any such amended or supplemented Prospectus was issued or
         at the consummation of the Exchange Offer, contained an untrue
         statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary to make the statements
         therein in the light of the circumstances under which they were made,
         not misleading, with customary exceptions, (B) officers' certificates
         substantially in the form customarily delivered in a public offering of
         debt securities and (C) a comfort letter or comfort letters in
         customary form to the extent permitted by Statement on Auditing
         Standards No. 72 of the American Institute of Certified Public
         Accountants (or if such a comfort letter is not permitted, an agreed
         upon procedures letter in customary form) from the Company's
         independent certified public accountants (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 are, or are required to be, included in the Registration
         Statement) at least as broad in scope and coverage as the comfort
         letter or comfort letters delivered to the Initial Purchasers in
         connection with the initial sale of the Securities to the Initial
         Purchasers;

                  (g) (i) in the case of an Exchange Offer, furnish counsel for
         the Initial Purchasers and (ii) in the case of a Shelf Registration,
         furnish counsel for the Holders copies of any comment letters received
         from the SEC or any other request by the SEC or any state securities
         authority for amendments or supplements to a Registration Statement and
         Prospectus or for additional information;

                  (h) make every reasonable effort to obtain the withdrawal of
         any order suspending the effectiveness of a Registration Statement at
         the earliest possible moment;

                  (i) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, and each underwriter, if any, without
         charge, at least one conformed copy of each Registration Statement and
         any post-effective amendment thereto, in-


                                      -13-
<PAGE>

         cluding financial statements and schedules (without documents
         incorporated therein by reference and all exhibits thereto, unless
         requested);

                  (j) in the case of a Shelf Registration, cooperate with the
         selling Holders to facilitate the timely preparation and delivery of
         certificates representing Registrable Securities to be sold and not
         bearing any restrictive legends; and enable such Registrable Securities
         to be in such denominations (consistent with the provisions of the
         Indenture) and registered in such names as the selling Holders or the
         underwriters, if any, may reasonably request at least three business
         days prior to the closing of any sale of Registrable Securities;

                  (k) in the case of a Shelf Registration, upon the occurrence
         of any event or the discovery of any facts, each as contemplated by
         Sections 3(e)(v) and 3(e)(vi) hereof, as promptly as practicable after
         the occurrence of such an event, use its best efforts to prepare a
         supplement or post-effective amendment to the Registration Statement or
         the related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of the Registrable Securities or
         Participating Broker-Dealers, such Prospectus will not contain at the
         time of such delivery any untrue statement of a material fact or omit
         to state a material fact necessary to make the statements therein, in
         light of the circumstances under which they were made, not misleading
         or will remain so qualified. At such time as such public disclosure is
         otherwise made or the Company determines that such disclosure is not
         necessary, in each case to correct any misstatement of a material fact
         or to include any omitted material fact, the Company agrees promptly to
         notify each Holder of such determination and to furnish each Holder
         such number of copies of the Prospectus as amended or supplemented, as
         such Holder may reasonably request;

                  (l) in the case of a Shelf Registration, a reasonable time
         prior to the filing of any Registration Statement, any Prospectus, any
         amendment to a Registration Statement or amendment or supplement to a
         Prospectus or any document which is to be incorporated by reference
         into a Registration Statement or a Prospectus after initial filing of a
         Registration Statement, provide copies of such document to the Initial
         Purchasers on behalf of such Holders; and make representatives of the
         Company as shall be reasonably requested by the Holders, or the Initial
         Purchasers on behalf of such Holders, available for discussion of such
         document;

                  (m) obtain a CUSIP number for all Exchange Securities, Private
         Exchange Securities or Registrable Securities, as the case may be, not
         later than the effective date of a Registration Statement, and provide
         the Trustee with printed certificates for the Exchange Securities,
         Private Exchange Securities or the Registrable Securities, as the case
         may be, in a form eligible for deposit with the Depositary;


                                      -14-
<PAGE>

                  (n) (i) cause the Indenture to be qualified under the TIA in
         connection with the registration of the Exchange Securities or
         Registrable Securities, as the case may be, (ii) cooperate with the
         Trustee and the Holders to effect such changes to the Indenture as may
         be required for the Indenture to be so qualified in accordance with the
         terms of the TIA and (iii) execute, and use its best efforts to cause
         the Trustee to execute, all documents as may be required to effect such
         changes, and all other forms and documents required to be filed with
         the SEC to enable the Indenture to be so qualified in a timely manner;

                  (o) in the case of a Shelf Registration, enter into agreements
         (including underwriting agreements) and take all other customary and
         appropriate actions in order to expedite or facilitate the disposition
         of such Registrable Securities and in such connection whether or not an
         underwriting agreement is entered into and whether or not the
         registration is an underwritten registration:

                           (i) make such representations and warranties to the
                  Holders of such Registrable Securities and the underwriters,
                  if any, in form, substance and scope as are customarily made
                  by issuers to underwriters in similar underwritten offerings
                  as may be reasonably requested by them;

                           (ii) obtain opinions of counsel to the Company and
                  updates thereof (which counsel and opinions (in form, scope
                  and substance) shall be reasonably satisfactory to the
                  managing underwriters, if any, and the holders of a majority
                  in principal amount of the Registrable Securities being sold)
                  addressed to each selling Holder and the underwriters, if any,
                  covering the matters customarily covered in opinions requested
                  in sales of securities or underwritten offerings and such
                  other matters as may be reasonably requested by such Holders
                  and underwriters;

                           (iii) obtain "cold comfort" letters and updates
                  thereof from the Company's independent certified public
                  accountants (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 are, or are required to be, included in the
                  Registration Statement) addressed to the underwriters, if any,
                  and use reasonable efforts to have such letter addressed to
                  the selling Holders (to the extent consistent with Statement
                  on Auditing Standards No. 72 of the American Institute of
                  Certified Public Accountants), such letters to be in customary
                  form and covering matters of the type customarily covered in
                  "cold comfort" letters to underwriters in connection with
                  similar underwritten offerings;

                           (iv) enter into a securities sales agreement with the
                  Holders and an agent of the Holders providing for, among other
                  things, the appointment of


                                      -15-
<PAGE>

                  such agent for the selling Holders for the purpose of
                  soliciting purchases of Registrable Securities, which
                  agreement shall be in form, substance and scope customary for
                  similar offerings;

                           (v) if an underwriting agreement is entered into,
                  cause the same to set forth indemnification provisions and
                  procedures substantially equivalent to the indemnification
                  provisions and procedures set forth in Section 4 hereof with
                  respect to the underwriters and all other parties to be
                  indemnified pursuant to said Section or, at the request of any
                  underwriters, in the form customarily provided to such
                  underwriters in similar types of transactions; and

                           (vi) deliver such documents and certificates as may
                  be reasonably requested and as are customarily delivered in
                  similar offerings to the Holders of a majority in principal
                  amount of the Registrable Securities being sold and the
                  managing underwriters, if any.

         The above shall be done at (i) the effectiveness of such Registration
         Statement (and each post-effective amendment thereto) and (ii) each
         closing under any underwriting or similar agreement as and to the
         extent required thereunder;

                  (p) in the case of a Shelf Registration or if a Prospectus is
         required to be delivered by any Participating Broker-Dealer in the case
         of an Exchange Offer, make available for inspection by representatives
         of the Holders, any underwriters participating in any disposition
         pursuant to a Shelf Registration Statement, any Participating
         Broker-Dealer and any counsel or accountant retained by any of the
         foregoing, all financial and other records, pertinent corporate
         documents and properties of the Company reasonably requested by any
         such persons, and cause the respective officers, directors, employees,
         and any other agents of the Company to supply all information
         reasonably requested by any such representative, underwriter, special
         counsel or accountant in connection with a Registration Statement, and
         make such representatives of the Company available for discussion of
         such documents as shall be reasonably requested by the Initial
         Purchasers;

                  (q) (i) in the case of an Exchange Offer Registration
         Statement, a reasonable time prior to the filing of any Exchange Offer
         Registration Statement, any Prospectus forming a part thereof, any
         amendment to an Exchange Offer Registration Statement or amendment or
         supplement to such Prospectus, provide copies of such document to the
         Initial Purchasers and to counsel to the Holders and make such changes
         in any such document prior to the filing thereof as the Initial
         Purchasers or counsel to the Holders may reasonably request and, except
         as otherwise required by applicable law, not file any such document in
         a form to which the Initial Purchasers on behalf of the Hold-


                                      -16-
<PAGE>

         ers and counsel to the Holders shall not have previously been advised
         and furnished a copy of or to which the Initial Purchasers on behalf of
         the Holders or counsel to the Holders shall reasonably object, and make
         the representatives of the Company available for discussion of such
         documents as shall be reasonably requested by the Initial Purchasers;
         and (ii) in the case of a Shelf Registration, a reasonable time prior
         to filing any Shelf Registration Statement, any Prospectus forming a
         part thereof, any amendment to such Shelf Registration Statement or
         amendment or supplement to such Prospectus, provide copies of such
         document to the Holders, to the Initial Purchasers, to counsel for the
         Holders and to the underwriter or underwriters of an underwritten
         offering of Registrable Securities, if any, make such changes in any
         such document prior to the filing thereof as the Initial Purchasers,
         the counsel to the Holders or the underwriter or underwriters
         reasonably request and not file any such document in a form to which
         the Majority Holders, the Initial Purchasers on behalf of the Holders,
         counsel for the Holders or any underwriter shall not have previously
         been advised and furnished a copy of or to which the Majority Holders,
         the Initial Purchasers of behalf of the Holders, counsel to the Holders
         or any underwriter shall reasonably object, and make the
         representatives of the Company available for discussion of such
         document as shall be reasonably requested by the Holders, the Initial
         Purchasers on behalf of such Holders, counsel for the Holders or any
         underwriter;

                  (r) in the case of a Shelf Registration, use its best efforts
         to cause all Registrable Securities to be listed on any securities
         exchange on which similar debt securities issued by the Company are
         then listed if requested by the Majority Holders, or if requested by
         the underwriter or underwriters of an underwritten offering of
         Registrable Securities, if any;

                  (s) in the case of a Shelf Registration, use its best efforts
         to cause the Registrable Securities to be rated by the appropriate
         rating agencies, if so requested by the Majority Holders, or if
         requested by the underwriter or underwriters of an underwritten
         offering of Registrable Securities, if any;

                  (t) otherwise comply with all applicable rules and regulations
         of the SEC and make available to its security holders, as soon as
         reasonably practicable, an earnings statement covering at least 12
         months which shall satisfy the provisions of Section 11(a) of the 1933
         Act and Rule 158 thereunder;

                  (u) cooperate and assist in any filings required to be made
         with the NASD and, in the case of a Shelf Registration, in the
         performance of any due diligence investigation by any underwriter and
         its counsel (including any "qualified independent underwriter" that is
         required to be retained in accordance with the rules and regulations of
         the NASD); and

                  (v) upon consummation of an Exchange Offer or a Private
         Exchange, obtain a customary opinion of counsel to the Company
         addressed to the Trustee for the benefit of all Holders participating
         in the Exchange Offer or Private Exchange, which


                                      -17-
<PAGE>

         includes an opinion that (i) the Company has duly authorized, executed
         and delivered the Exchange Securities and/or Private Exchange
         Securities, as applicable, and the related indenture, and (ii) each of
         the Exchange Securities and related indenture constitute a legal, valid
         and binding obligation of the Company, enforceable against the Company
         in accordance with its respective terms (with customary exceptions).

         In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.

         In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event or the
discovery of any facts, each of the kind described in Section 3(e)(v) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 3(k) hereof,
and, if so directed by the Company, such Holder will deliver to the Company (at
its expense) all copies in such Holder's possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.

         If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders included in such offering and shall be
acceptable to the Company. No Holder of Registrable Securities may participate
in any underwritten registration hereunder unless such Holder (a) agrees to sell
such Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

         4. INDEMNIFICATION; CONTRIBUTION.

                  (a) The Company agrees to indemnify and hold harmless the
         Initial Purchasers, each Holder, each Participating Broker-Dealer, each
         Person who participates as an underwriter (any such Person being an
         "Underwriter") and each Person, if any, who controls any Holder or
         Underwriter within the meaning of Section 15 of the 1933 Act or Section
         20 of the 1934 Act as follows:

                           (i) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, arising out of any
                  untrue statement or alleged untrue statement of a material
                  fact contained in any Registration Statement (or any


                                      -18-
<PAGE>

                  amendment or supplement thereto) pursuant to which Exchange
                  Securities or Registrable Securities were registered under the
                  1933 Act, including all documents incorporated therein by
                  reference, or the omission or alleged omission therefrom of a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading, or arising out of
                  any untrue statement or alleged untrue statement of a material
                  fact contained in any Prospectus (or any amendment or
                  supplement thereto) or the omission or alleged omission
                  therefrom of a material fact necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading;

                           (ii) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, to the extent of
                  the aggregate amount paid in settlement of any litigation, or
                  any investigation or proceeding by any governmental agency or
                  body, commenced or threatened, or of any claim whatsoever
                  based upon any such untrue statement or omission, or any such
                  alleged untrue statement or omission; provided that (subject
                  to Section 4(d) below) any such settlement is effected with
                  the written consent of the Company; and

                           (iii) against any and all expense whatsoever, as
                  incurred (including the reasonable fees and disbursements of
                  counsel chosen by any indemnified party), reasonably incurred
                  in investigating, preparing or defending against any
                  litigation, or any investigation or proceeding by any
                  governmental agency or body, commenced or threatened, or any
                  claim whatsoever based upon any such untrue statement or
                  omission, or any such alleged untrue statement or omission, to
                  the extent that any such expense is not paid under
                  subparagraph (i) or (ii) above; PROVIDED, HOWEVER, that this
                  indemnity agreement shall not apply to any loss, liability,
                  claim, damage or expense to the extent arising out of any
                  untrue statement or omission or alleged untrue statement or
                  omission made in reliance upon and in conformity with written
                  information furnished to the Company by the Holder or
                  Underwriter expressly for use in a Registration Statement (or
                  any amendment thereto) or any Prospectus (or any amendment or
                  supplement thereto).

                  (b) Each Holder, severally, but not jointly, agrees to
         indemnify and hold harmless the Company, the Initial Purchasers, each
         Underwriter and the other selling Holders, and each of their respective
         directors and officers, and each Person, if any, who controls the
         Company, the Initial Purchasers, any Underwriter or any other selling
         Holder within the meaning of Section 15 of the 1933 Act or Section 20
         of the 1934 Act, against any and all loss, liability, claim, damage and
         expense described in the indemnity contained in Section 4(a) hereof, as
         incurred, but only with respect to untrue statements or omissions, or
         alleged untrue statements or omissions, made in the Shelf Registration
         Statement (or any amendment thereto) or any Prospectus included therein


                                      -19-
<PAGE>

         (or any amendment or supplement thereto) in reliance upon and in
         conformity with written information with respect to such Holder
         furnished to the Company by such Holder expressly for use in the Shelf
         Registration Statement (or any amendment thereto) or such Prospectus
         (or any amendment or supplement thereto); PROVIDED, HOWEVER, that no
         such Holder shall be liable for any claims hereunder in excess of the
         amount of net proceeds received by such Holder from the sale of
         Registrable Securities pursuant to such Shelf Registration Statement.

                  (c) Each indemnified party shall give notice as promptly as
         reasonably practicable to each indemnifying party of any action or
         proceeding commenced against it in respect of which indemnity may be
         sought hereunder, but failure so to notify an indemnifying party shall
         not relieve such indemnifying party from any liability hereunder to the
         extent it is not materially prejudiced as a result thereof and in any
         event shall not relieve it from any liability which it may have
         otherwise than on account of this indemnity agreement. An indemnifying
         party may participate at its own expense in the defense of such action;
         provided, however, that counsel to the indemnifying party shall not
         (except with the consent of the indemnified party) also be counsel to
         the indemnified party. In no event shall the indemnifying party or
         parties be liable for the fees and expenses of more than one counsel
         (in addition to any local counsel) separate from their own counsel for
         all indemnified parties in connection with any one action or separate
         but similar or related actions in the same jurisdiction arising out of
         the same general allegations or circumstances. No indemnifying party
         shall, without the prior written consent of the indemnified parties,
         settle or compromise or consent to the entry of any judgment with
         respect to any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         whatsoever in respect of which indemnification or contribution could be
         sought under this Section 4 (whether or not the indemnified parties are
         actual or potential parties thereto), unless such settlement,
         compromise or consent (i) includes an unconditional release of each
         indemnified party from all liability arising out of such litigation,
         investigation, proceeding or claim and (ii) does not include a
         statement as to or an admission of fault, culpability or a failure to
         act by or on behalf of any indemnified party.

                  (d) If at any time an indemnified party shall have requested
         an indemnifying party to reimburse the indemnified party for fees and
         expenses of counsel, such indemnifying party agrees that it shall be
         liable for any settlement of the nature contemplated by Section
         4(a)(ii) effected without its written consent if (i) such settlement is
         entered into more than 45 days after receipt by such indemnifying party
         of the aforesaid request, (ii) such indemnifying party shall have
         received notice of the terms of such settlement at least 30 days prior
         to such settlement being entered into and (iii) such indemnifying party
         shall not have reimbursed such indemnified party in accordance with
         such request prior to the date of such settlement.


                                      -20-
<PAGE>

                  (e) If the indemnification provided for in this Section 4 is
         for any reason unavailable to or insufficient to hold harmless an
         indemnified party in respect of any losses, liabilities, claims,
         damages or expenses referred to therein, then each indemnifying party
         shall contribute to the aggregate amount of such losses, liabilities,
         claims, damages and expenses incurred by such indemnified party, as
         incurred, in such proportion as is appropriate to reflect the relative
         fault of the Company on the one hand and the Holders and the Initial
         Purchasers on the other hand in connection with the statements or
         omissions which resulted in such losses, liabilities, claims, damages
         or expenses, as well as any other relevant equitable considerations.

         The relative fault of the Company on the one hand and the Holders and
the Initial Purchasers on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company, the Holders or the Initial Purchasers
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

         The Company, the Holders and the Initial Purchasers agree that it would
not be just and equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
Section 4. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
4 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 4, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities sold by it were offered exceeds the amount
of any damages which such Initial Purchaser has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

         No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each director of the Company, and each Person,
if any, who controls the Company within the meaning


                                      -21-
<PAGE>

of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Company. The Initial Purchasers' respective
obligations to contribute pursuant to this Section 7 are several in proportion
to the principal amount of Securities set forth opposite their respective names
in Schedule A to the Purchase Agreement and not joint.

         5.       MISCELLANEOUS.

         5.1. RULE 144 AND RULE 144A. For so long as the Company is subject to
the reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the
request of any Holder of Registrable Securities (a) make publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, (b) deliver such information to a prospective purchaser as is necessary to
permit sales pursuant to Rule 144A under the 1933 Act and it will take such
further action as any Holder of Registrable Securities may reasonably request,
and (c) take such further action that is reasonable in the circumstances, in
each case, to the extent required from time to time to enable such Holder to
sell its Registrable Securities without registration under the 1933 Act within
the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act,
as such Rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any Holder of
Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.

         5.2. NO INCONSISTENT AGREEMENTS. The Company has not entered into and
the Company will not after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not and will not for the term of this Agreement in any way
conflict with the rights granted to the holders of the Company's other issued
and outstanding securities under any such agreements.

         5.3. AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, 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 Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or departure.

         5.4. NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with


                                      -22-
<PAGE>

the provisions of this Section 5.4, which address initially is the address set
forth in the Purchase Agreement with respect to the Initial Purchasers; and (b)
if to the Company, initially at the Company's address set forth in the Purchase
Agreement, and thereafter at such other address of which notice is given in
accordance with the provisions of this Section 5.4.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and on the next
business day if timely delivered to an air courier guaranteeing overnight
delivery.

         Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

         5.5. SUCCESSOR AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; PROVIDED that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such person shall be entitled to
receive the benefits hereof.

         5.6. THIRD PARTY BENEFICIARIES. The Initial Purchasers (even if the
Initial Purchasers are not Holders) shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Holders,
on the other hand, and shall have the right to enforce such agreements directly
to the extent they deem such enforcement necessary or advisable to protect their
rights or the rights of Holders hereunder. Each Holder of Registrable Securities
shall be a third party beneficiary to the agreements made hereunder between the
Company, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights hereunder.

         5.7. SPECIFIC ENFORCEMENT. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Company acknowledges that any
failure by the Company to comply with its obligations under Sections 2.1 through
2.4 hereof may result in material irreparable injury to the Initial Purchasers
or the Holders for which there is no adequate remedy at law, that it would not
be possible to measure damages for such injuries precisely and that,


                                      -23-
<PAGE>

in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company's
obligations under Sections 2.1 through 2.4 hereof.

         5.8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         5.9. HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         5.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

         5.11. SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


                                      -24-
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                      PARK PLACE ENTERTAINMENT CORPORATION

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

Confirmed and accepted as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
           INCORPORATED
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
SG COWEN SECURITIES CORPORATION
SCOTIA CAPITAL MARKETS (USA) INC.
BNY CAPITAL MARKETS, INC.
FIRST UNION CAPITAL MARKETS CORP.
FLEETBOSTON ROBERTSON STEPHENS INC.
BEAR, STEARNS & CO. INC.
WASSERSTEIN PERELLA SECURITIES, INC.


By:          /s/ Jon Kline
   ---------------------------------
          Authorized Signatory