<PAGE>
                                                                   Exhibit 4.9

                      FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT

          This FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (this "Agreement"), 
dated as of December 17, 1996, by and among HILTON HOTELS CORPORATION, a 
Delaware corporation (the "Company"), DEUTSCHE BANK AG, NEW YORK BRANCH, as 
issuer of the Letter of Credit (in such capacity, the "Issuer"); DEUTSCHE 
BANK AG, LOS ANGELES BRANCH, THE BANK OF NEW YORK, SOCIETE GENERALE, CIBC 
INC., THE SUMITOMO BANK, LIMITED, THE MITSUBISHI TRUST & BANKING CORPORATION, 
AND WESTDEUTSCHE LANDESBANK GIROZENTRALE (herein collectively, the "Banks" 
and individually a "Bank"); and DEUTSCHE BANK AG, NEW YORK BRANCH, as agent 
(in such capacity, the "Agent") for the Banks hereunder. Unless otherwise 
expressly defined herein, any capitalized term used herein and defined in the 
Reimbursement Agreement (as defined below) shall have the meaning assigned to 
it in the Reimbursement Agreement.

                                 W I T N E S S E T H:

          WHEREAS, the Issuer has issued that certain letter of credit No.
839-53762, dated May 16, 1996 (the "Letter of Credit"), pursuant to that certain
reimbursement agreement, dated as of May 16, 1996 (the "Original Reimbursement
Agreement"; as amended from time to time, including by this Agreement, the
"Reimbursement Agreement"), by and between the Company, the Agent, the Issuer
and the Banks;

          WHEREAS, the Company, the Issuer, the Agent and the Banks each desire
to amend the Original Reimbursement Agreement in the manner and pursuant to the
terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the promises made hereunder by the
Company, the Issuer, the Agent and the Banks, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows: 

<PAGE>

          1.   AMENDMENTS TO REIMBURSEMENT AGREEMENT.

          1.1  CONSENTS. The Company, the Issuer, the Agent and each of the
Banks executing this Agreement hereby consent to the following amendments to the
Reimbursement Agreement on the terms and subject to the conditions set forth
herein.

          1.2  DEFINITIONS.

          1.2.1  The following definitions are hereby added to the 
Reimbursement Agreement:

          "'BENEFIT ARRANGEMENT' means at any time any employee benefit plan
     within the meaning of Section 3(3) of ERISA which is not a Plan or a
     Multiemployer Plan and which is maintained or otherwise contributed to by
     any member of the Controlled Group.

          'CONSOLIDATED DEBT' means at any date the Debt of the Company and its
     Consolidated Subsidiaries, determined on a consolidated basis as of such
     date.

          'CONSOLIDATED NET WORTH' means at any date the consolidated
     stockholders' equity of the Company and its Consolidated Subsidiaries
     determined as of such date.

          'COVERED SUBSIDIARY' means at any time any Subsidiary of the Company
     that has consolidated assets in an amount greater than $5,000,000.

          'EFFECTIVE DATE' means December 17, 1996.

          'FACILITY FEE' has the meaning set forth in Section 2.05.

          'FACILITY FEE RATE' has the meaning set forth in the Pricing Schedule.

          'LEVERAGE RATIO' means at any date the ratio of Consolidated Debt at
     such date to Consolidated EBITDA for the period of four consecutive fiscal
     quarters most recently ended on or prior to such date.

          'PRICING SCHEDULE' means the Schedule attached hereto identified as
     such.

                                         -2-

<PAGE>

          'SIGNIFICANT SUBSIDIARY' means at any time a Subsidiary of the Company
     having (i) at least 10% of the total consolidated assets of the Company and
     its Subsidiaries (determined as of the last day of the most recent fiscal
     quarter of the company) or (ii) at least 10% of the consolidated revenues
     of the company and its Subsidiaries for the fiscal year of the Company then
     most recently ended.

          'STATUS' has the meaning set forth in the Pricing Schedule."

          1.2.2  The following definitions are hereby deleted in their 
entirety and amended in full to read as follows:

          "'AUTHORIZED OFFICER' means the Chairman of the Board, the Vice
     Chairman of the Board, the President, the Treasurer, the Chief Financial
     Officer, the Secretary or any Assistant Secretary of the Company.

          'CONSOLIDATED EBITDA' means, for any period, Consolidated Net Income
     for such period before (i) income taxes, (ii) interest expense, (iii)
     depreciation and amortization, (iv) minority interest, (v) extraordinary
     losses or gains, (vi) discontinued operations and (vii) the cumulative
     effect of changes in accounting principles.

          'CONTROLLED GROUP' means the Company, any Subsidiary and all members
     of a controlled group of corporations and all trades or business (whether
     or not incorporated) under common control which, together with the Company
     or any Subsidiary, are treated as a single employer under Section 414 of
     the Internal Revenue Code.

          'FEES' means any or all of the Letter of Credit Fee, the Facility Fee
     and such other fees as are set forth in the Fee Letter or as may otherwise
     be agreed to by the Company and the Agent, in writing, from time to time.

          'LETTER OF CREDIT FEE RATE' has the meaning set forth in the Pricing
     Schedule."

          1.2.3  The definition of "CONSOLIDATED TANGIBLE NET WORTH" is 
hereby deleted from the Reimbursement Agreement in its entirety.

                                         -3-

<PAGE>

          1.3  OTHER AMENDMENTS.

          1.3.1     SECTION 2.05  Section 2.05 (including the pricing 
schedule contained therein) is hereby deleted in its entirety and amended in 
full to read as follows:

          "Section 2.05. (a) FACILITY FEE. The Company shall pay to the Agent
     for the account of the Banks ratably a facility fee (the "Facility Fee") at
     a rate per annum determined daily in accordance with the Pricing Schedule.
     Such Facility Fee shall accrue from and including the Effective Date to but
     excluding the Expiration Date, on the daily aggregate amount of the Letter
     of Credit Commitments (whether used or unused) of the Banks.

               (b) LETTER OF CREDIT FEE. The Company shall pay to the Agent for
     the account of the Banks ratably a letter of credit fee (the "Letter of
     Credit Fee") accruing daily on the aggregate amount then available for
     drawing under the Letter of Credit at a rate per annum determined in
     accordance with the Pricing Schedule.

               (c)  PAYMENTS. Accrued fees under this Section shall be payable
     quarterly in arrears on the first day of each March, June, September and
     December and on the Expiration Date."

          1.3.2     PRICING SCHEDULE. The Pricing Schedule attached to this
Agreement as Exhibit A is hereby incorporated into the Reimbursement Agreement
by this reference as if originally set forth in full therein.

          1.3.3     SECTION 7.02(c). Section 7.02(c) is hereby deleted in its
entirety and amended in full to read as follows:

          "(c) simultaneously with the delivery of each set of financial
     statements referred to in clauses (a) and (b), a certificate of an
     Authorized Officer (i) setting forth in reasonable detail the calculations
     required to establish whether the Company was in compliance with the
     requirements of clauses (g) and (h) of Section 7.07 and Section 7.10 on the
     date of such financial statements, (ii) stating whether a Default or Event
     of Default exists on the date of such certificate and, if any Default or
     Event of Default then exists, setting forth the details thereof and the

                                         -4-

<PAGE>

     action which the Company is taking or proposes to take with respect thereto
     and (iii) if the Company elects that Status shall be determined for
     purposes of the Pricing Schedule on the basis of the Leverage Ratio
     reflected in such certificate, a statement to such effect."

          1.3.4     SECTION 7.02(d)(ii). The language "with respect to the 
Company's Consolidated Tangible Net Worth" contained in Section 7.02(d)(ii) 
is hereby deleted in its entirety.

          1.3.5     SECTION 7.02(g). Section 7.02(g) is hereby deleted in its
entirety and amended in full to read as follows:

          "(g) if and when any member of the Controlled Group (i) gives or is
     required to give notice to the PBGC of any "reportable event" (as defined
     in Section 4043 of ERISA) with respect to any Plan which might constitute
     grounds for a termination of such Plan under Title IV or ERISA, or knows
     that the plan administrator of any Plan has given or is required to give
     notice of any such reportable event, a copy of the notice of such
     reportable event given or required to be given to the PBGC; (ii) receives
     notice of complete or partial withdrawal liability under Title IV of ERISA
     or notice that any Multiemployer Plan is in reorganization, is insolvent or
     has been terminated, a copy of such notice; (iii) receives notice from the
     PBGC under Title IV of ERISA of an intent to terminate, impose liability
     (other than for premiums under Section 4007 of ERISA) in respect of, or
     appoint a trustee to administer, any Plan, a copy of such notice; (iv)
     applies for a waiver of the minimum funding standard under Section 412 of
     the Code, a copy of such application; (v) gives notice of intent to
     terminate any Plan under Section 4041(c) of ERISA, a copy of such notice
     and other information filed with the PBGC; (vi) gives notice of withdrawal
     from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or
     (vii) fails to make any payment or contribution to any Plan or
     Multiemployer Plan or in respect of any Benefit Arrangement which has
     resulted or could result in the imposition of a Lien or the posting of a
     bond or other security, a certificate of the chief financial officer or the
     chief accounting officer of the Company setting forth details as to such
     occurrence and action, if any,

                                         -5-

<PAGE>


     which the Company or applicable member of the Controlled Group is required
     or proposes to take;"

          1.3.6     SECTION 7.02(h), (i). The period at the end of Section
7.02(h) is hereby deleted and replaced with "; and" and a new Section 7.02(i) is
hereby added to the Reimbursement Agreement as follows:

          "(i) forthwith, notice of any change of which the Company becomes
     aware in the rating by Moody's or Standard & Poor's of the Company's
     outstanding senior unsecured long-term debt securities."

          1.3.7     SECTION 7.03(a). The following is hereby added at the end of
Section 7.03(a) after the word "excepted" and prior to the semi-colon:

     ", except where failure to do so would not have a material adverse effect
     on the business, financial position, results of operations or prospects of
     the Company and its Consolidated Subsidiaries, considered as a whole"

          1.3.8     SECTION 7.04. (a) All references to "Subsidiary" and
"Subsidiaries" contained in Section 7.04 are hereby deleted in their entirety
and amended in full to read "Significant Subsidiary" and "Significant
Subsidiaries", respectively.

          (b)  The following is hereby added at the end of Section 7.04 after
the word "business" and prior to the period:

          "; provided, that nothing in this Section 7.04 shall prohibit (i) the
     merger of a Subsidiary into the Company or the merger or the consolidation
     of a Subsidiary with or into another Person if the corporation surviving
     such consolidation or merger is a Subsidiary and if, in each case, after
     giving effect thereto, no Default or Event of Default shall have occurred
     and be continuing or (ii) the termination of the corporate existence of any
     Subsidiary if the Company in good faith determines that such termination is
     in the best interest of the Company and is not materially disadvantageous
     to the Banks"

          1.3.9     SECTIONS 7.05 AND 7.06. All references to "Subsidiary"
contained in Sections 7.05 and 7.06 are hereby

                                         -6-

<PAGE>

deleted in their entirety and amended in full to read "Significant Subsidiary".

          1.3.10    SECTION 7.07(a). Section 7.07(a) is hereby deleted in its
entirety and amended in full to read as follows:

          "(a) Liens existing as of October 18, 1996."

          1.3.11    SECTION 7.07(c). Section 7.07(c) is hereby deleted in its
entirety and amended in full to read as follows:

          "(c) any Lien on any assets securing Debt incurred or assumed for the
     purpose of financing all or any part of the cost of acquiring or
     constructing such asset (it being understood that, for this purpose, the
     acquisition of a Person is also an acquisition of the assets of such
     Person); provided that the Lien attaches to such asset concurrently with or
     within 180 days after the acquisition thereof, or such longer period, not
     to exceed 12 months, due to the Company's inability to obtain the requisite
     governmental approvals with respect to such acquisition; provided further,
     that, in the case of real estate, (i) the Lien attaches within 12 months
     after the latest of the acquisition thereof, the completion of construction
     thereon or the commencement of full operation thereof and (ii) the Debt so
     secured does not exceed the sum of (x) the purchase price of such real
     estate plus (y) the costs of such construction;"

          1.3.12    SECTION 7.07(f). Section 7.07(f) is hereby deleted in its
entirety and amended in full to read as follows:

          "(f) any Lien arising out of the refinancing, extension, renewal or
     refunding of any Debt secured by any Lien permitted by any of the foregoing
     clauses of this Section, provided that such Debt is not increased (other
     than to cover any transaction costs of such refinancing, extension, renewal
     or refunding) and is not secured by any additional assets:

          1.3.13    SECTIONS 7.07(g), (h) AND (i). The "and" at the end of
Section 7.07(g) is hereby deleted in its entirety. Section 7.07(h) is hereby
deleted in its

                                         -7-

<PAGE>

entirety and amended in full, and a new Section 7.07(i) is hereby added, each to
read as follows:

          "(h) Liens securing Debt of a Subsidiary to the Company or another
     Subsidiary; and

          (i)  Liens not otherwise permitted by the foregoing clauses of this
     Section securing Debt in an aggregate principal amount at any time
     outstanding not to exceed 15% of Consolidated Net Worth."

          1.3.14    SECTION 7.09. The following is hereby added at the end of
Section 7.09 immediately prior to the period:

     "other than 'margin stock' issued by the Company which is retired upon
     purchase."

          1.3.15    SECTION 7.10. Section 7.10 is hereby deleted in its entirety
and amended in full to read as follows:

          "Section 7.10. LEVERAGE RATIO. The Leverage Ratio will at no time
     exceed 4:1.

          1.3.16    SECTIONS 7.11 AND 7.12. Sections 7.11 and 7.12 are hereby
deleted in their entirety and amended in full to read "RESERVED".

          1.3.17    SECTION 8.01(g) AND (h). Sections 8.01(g) and 8.01(h) are
hereby deleted in their entirety and amended in full to read as follows:

          "(g) the Company or any Covered Subsidiary or any Significant
     Subsidiary, shall fail to make any payment in respect of any Debt (other
     than the Debt evidenced by (i) this Agreement, the Related Reimbursement
     Agreement or the Related Documents or (ii) Non-Recourse Debt) when due or
     within any applicable grace period and the aggregate principal amount of
     such Debt is in excess of $100,000,000;

          (h)  any event or condition shall occur which results in the
     acceleration of the maturity of any Debt (other than Non-Recourse Debt) in
     excess of $100,000,000 of the Company or any Covered Subsidiary or any
     Significant Subsidiary or enables the holder of such Debt or any Person
     acting on such holder's behalf to accelerate the maturity thereof;"

                                         -8-

<PAGE>

          1.3.18    SECTIONS 8.01(i) AND (j). All references to "Subsidiary" or
"subsidiary" contained in Sections 8.01(i) and 8.01(j) are hereby deleted in
their entirety and amended in full to read "Significant Subsidiary".

          1.3.19    SECTION 8.01(k). Section 8.01(k) is hereby deleted in its
entirety and amended in full to read as follows:

          "(k) any member of the Controlled Group shall fail to pay when due an
     amount or amounts aggregating in excess of $5,000,000 which it shall have
     become liable to pay under Title IV of ERISA; or notice of intent to
     terminate a Material Plan shall be filed under Title IV of ERISA by any
     member of the Controlled Group, any plan administrator of any combination
     of the foregoing; or the PBGC shall institute proceedings under Title IV of
     ERISA to terminate, to impose liability (other than for premiums under
     section 4007 of ERISA) in respect of, or to cause a trustee to be appointed
     to administer, any Material Plan; or a condition shall exist by reason of
     which the PBGC would be entitled to obtain a decree adjudicating that any
     Material Plan must be terminated; or there shall occur a complete or
     partial withdrawal from, or a default, within the meaning of Section
     4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
     could cause one or more members of the Controlled Group to incur a current
     payment obligation in excess of $25,000,000;"

          1.3.20    SECTION 8.01(l). The reference to "Ten Million Dollars
($10,000,000)" contained in Section 8.01(l) is hereby deleted in its entirety
and amended in full to read "$25,000,000".

          2.   REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Issuer, the Agent and the Banks as follows:

          2.1  AUTHORITY. The Company has all necessary power and has taken all
corporate action necessary to make this Agreement and all other agreements and
instruments executed in connection herewith the legal, valid and binding
obligations they purport to be.

          2.2  NO LEGAL OBSTACLE TO AGREEMENT. The execution of this Agreement
has not constituted or resulted in and will not constitute or result in a breach
of any 

                                         -9-

<PAGE>

provision of any contract to which the Company is a party, or the violation of
any law, judgment, decree or governmental order, rule or regulation applicable
to, or result in the creation under any agreement or instrument of any security
interest, lien, charge or encumbrance upon any of the assets of, the Company,
except in favor of the Agent and the Banks or as permitted by the Reimbursement
Agreement. No approval or authorization of any governmental authority is
required to permit the execution, delivery or performance of this Agreement, or
the transactions contemplated hereby or thereby.

          2.3  INCORPORATION OF CERTAIN REPRESENTATIONS AND WARRANTIES. The
representations and warranties set forth in Article VI of the Reimbursement
Agreement are true and correct in all respects on and as of the date hereof, as
though made on and as of the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date.

          2.4  DEFAULT. Upon this Agreement becoming effective pursuant to
Section 4.1 hereof, no Default or Event of Default has occurred and is
continuing.

          3.   MISCELLANEOUS.

          3.1  DATE OF EFFECTIVENESS. Upon the execution hereof by the Company,
the Issuer, the Agent and the Banks, this Agreement shall become effective as of
the date first above written.

          3.2  EFFECT OF AGREEMENT ON REIMBURSEMENT. Except as affected 
hereby, the Reimbursement Agreement, the other Related Documents and any and 
all other agreements, documents, certificates and other instruments executed 
in connection therewith, shall remain in full force and effect in accordance 
with their respective terms. Except as otherwise provided herein, the 
Reimbursement Agreement, the other Related Documents and any and all other 
agreements, documents, certificates and other instruments executed in 
connection therewith, are in all respects ratified and confirmed, and nothing 
contained in this Agreement shall, or shall be construed to, modify, 
invalidate or otherwise affect any provision of such agreements, documents, 
certificates and instruments or any right of the parties thereto.

          3.3  EFFECT OF BREACH OF AGREEMENT. The Company hereby acknowledges
and agrees that a breach of or

                                         -10-     


<PAGE>

noncompliance with any of the representations, warranties, covenants or terms
contained herein shall constitute an Event of Default.

          3.4  NO WAIVER OF EVENT OF DEFAULT. The execution of this Agreement by
the Issuer, the Agent and the Banks does not constitute a waiver of any Event of
Default which now exists or which may occur hereafter.

          3.5  LIMITATION OF CONSENTS. The consents given hereby are one-time
consents only and are made only with respect to the matters and to the extent
described herein. Such consents are not to be construed as consents to anything
or for any purpose other than as specifically set forth in this Agreement and
shall not constitute an agreement or obligation of the Company, the Issuer, the
Agent or the Banks to grant any other or future consent.

          3.6  APPLICABLE LAW; ASSIGNMENTS; ETC. This Agreement (i) SHALL BE 
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE 
OF NEW YORK, (ii) shall be binding upon and inure to the benefit of the 
parties hereto and their respective successors and assigns and (iii) may be 
executed in any number of counterparts, each of which shall be deemed an 
original hereof. 

                                         -11-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed and delivered by their respective duly authorized officers as 
of the date first above written.



THE COMPANY                            HILTON HOTELS CORPORATION


                                       By /s/ Scott A. LaPorta
                                         -------------------------------
                                         Title:  Scott A. LaPorta
                                                 Senior Vice President 
                                                 and Treasurer

                                       Hilton Hotels Corporation
                                       9336 Civic Center Drive
                                       Beverly Hills, CA 90210
                                       Attention: Scott La Porta
                                                  Senior Vice President
                                                  and Treasurer
                                       Telephone:  (310) 205-4331
                                       Telecopier: (310) 205-7849


THE AGENT                              DEUTSCHE BANK AG,
                                       NEW YORK BRANCH, as Agent


                                       By /s/ Ross A. Howard
                                         ------------------------------
                                         Title:  Ross A. Howard
                                                 Director


                                       By /s/ J. Scott Jessup
                                         ------------------------------
                                         Title:  J. Scott Jessup
                                                 Vice President

                                       Deutsche Bank AG,
                                       New York Branch
                                       31 West 52nd Street
                                       New York, New York 10019
                                       Attention:  Doris Braun
                                       Telephone:  (212) 469-8636
                                       Telecopier: (212) 469-7880


                                      -12-

<PAGE>

THE ISSUER                             DEUTSCHE BANK AG,
                                       NEW YORK BRANCH, as Issuer
                                       of the Letter of Credit


                                       By /s/ Ross A. Howard
                                         -----------------------
                                         Title:  Ross A. Howard
                                                 Director


                                      By /s/ J. Scott Jessup
                                         -----------------------
                                         Title:  J. Scott Jessup
                                                 Vice President

                                       Deutsche Bank AG,
                                       New York Branch
                                       31 West 52nd Street
                                       New York, New York 10019
                                       Attention:  Volker Fischer
                                                   Trade Finance
                                       Telephone:  (212) 474-7978
                                       Telecopier: (212) 469-7989


THE BANKS                              DEUTSCHE BANK AG,
                                       LOS ANGELES BRANCH


                                       By /s/ Ross A. Howard
                                         -----------------------
                                         Title:  Ross A. Howard
                                                 Director


                                       By /s/ J. Scott Jessup
                                         -----------------------
                                         Title:  J. Scott Jessup
                                                 Vice President

                                       Deutsche Bank AG,
                                       Los Angeles Branch
                                       550 South Hope Street, Suite 1850
                                       Los Angeles, California 90071
                                       Attention:  Anne Norwood
                                       Telephone:  (213) 630-7682
                                       Telecopier: (213) 630-7655


                                      -13-

<PAGE>

                                       THE BANK OF NEW YORK


                                       By /s/ Lisa Y. Brown
                                          ------------------------------
                                       Title: Lisa Y. Brown
                                              Vice President

                                       The Bank of New York
                                       10990 Wilshire Boulevard
                                       Suite 1125
                                       Los Angeles, California 90024
                                       Attention:  Lisa Brown
                                       Telephone:  (310) 996-8656
                                       Telecopier: (310) 996-8667


                                       THE SUMITOMO BANK, LIMITED


                                       By /s/ Tatsuo Ueda
                                          ------------------------------
                                       Title: Tatsuo Ueda
                                              General Manager

                                       The Sumitomo Bank, Limited
                                       777 South Figueroa Street
                                       Suite 2600
                                       Los Angeles, California 90017
                                       Attention:  Al Galluzzo
                                       Telephone:  (213) 955-0855
                                       Telecopier: (213) 623-6832


                                       WESTDEUTSCHE LANDESBANK
                                         GIROZENTRALE,
                                       NEW YORK BRANCH


                                       By /s/ [ILLEGIBLE]
                                         ------------------------------
                                       Title: Vice President


                                       By /s/ [ILLEGIBLE]
                                         ------------------------------
                                       Title: Associate

                                       Westdeutsche Landesbank
                                         Girozentrale
                                       1211 Avenue of the Americas
                                       New York, New York 10036
                                       Attention:  Karen Hoplock
                                       Telephone:  (212) 852-6087
                                       Telecopier: (212) 852-6148


                                      -14-

<PAGE>


                                       THE MITSUBISHI TRUST AND
                                         BANKING CORPORATION


                                       By /s/ Yasushi Satomi
                                          -------------------------------
                                       Title:  Chief Manager &
                                               Senior Vice President

                                       The Mitsubishi Trust and
                                         Banking Corporation
                                       801 South Figueroa Street
                                       Suite 500
                                       Los Angeles, California 90017
                                       Attention:  Dean Kawai
                                       Telephone:  (213) 896-4666
                                       Telecopier: (213) 687-4631


                                       SOCIETE GENERALE


                                       By: /s/ [ILLEGIBLE]
                                          --------------------------------
                                       Title:  Vice President

                                       Societe Generale
                                       2029 Century Park East
                                       Suite 2900
                                       Los Angeles, California 90067
                                       Attention:  Don Schubert
                                       Telephone:  (310) 788-7104
                                       Telecopier: (310) 551-1537


                                       CIBC INC.


                                       By: /s/ [ILLEGIBLE]
                                          --------------------------------
                                       Title:  Associate, CIBC Wood Gundy
                                               Securities Corp., AS AGENT

                                       CIBC Inc.
                                       350 South Grand Avenue
                                       Suite 2600
                                       Los Angeles, California 90071
                                       Attention:  Dean Decker
                                       Telephone:  (213) 617-6245
                                       Telecopier: (213) 346-0157


                                      -15-