<PAGE>


                                                                  EXHIBIT 4.7


                         AMENDMENT NO. 1 TO CREDIT AGREEMENT

     AMENDMENT dated as of December 3, 1998 to the Credit Agreement dated as of
October 18, 1996 (the "CREDIT AGREEMENT") among HILTON HOTELS CORPORATION (the
"BORROWER"), the BANKS party thereto (the "BANKS"), MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Documentation Agent (the "DOCUMENTATION AGENT") and THE
BANK OF NEW YORK, as Administrative Agent (the "ADMINISTRATIVE AGENT").

                                     WITNESSETH:

     WHEREAS, the Borrower proposes to distribute to its stockholders the
stock of Park Place Entertainment Corporation, a Subsidiary formed to hold the
Borrower's Gaming Segment; and

     WHEREAS, in connection therewith, the parties hereto desire to make
certain modifications to the Credit Agreement;

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.

     SECTION 2. COVENANT AMENDMENTS. (a) The following new defined terms are
added to Section 1.01 in appropriate alphabetical order:

          "PARK PLACE" means Park Place Entertainment Corporation, a Delaware
     corporation, and, immediately prior to the Spin-Off, a Subsidiary holding
     the assets of the Borrower's Gaming Segment.

          "PPE ASSUMED NOTES" means the Borrower's $300,000,000 7.375% Notes Due
     2002 and $325,000,000 7.00% Notes Due 2004.

          "SPIN-OFF" means (A) the transfer to Park Place of all or
     substantially all of the assets of the Borrower and its Subsidiaries 

<PAGE>

     comprising the Borrower's Gaming Segment and (B) the distribution by the
     Borrower to its stockholders of all capital stock of Park Place held by the
     Borrower.

     (b) Paragraph (1) of the definition of Interest Period in Section 1.01 is
amended by the addition of "1 week or" immediately before the words "1, 2, 3 or
6 months thereafter".

     (c) The maximum Leverage Ratio in Section 5.09 is changed from "4:1" to
"4.5:1".

     (d) The definition of Consolidated Debt in Section 5.09 is amended by the
addition of the following proviso:

     ; PROVIDED that Consolidated Debt shall exclude: (A) the PPE Assumed Notes
     on the conditions that (i) such Debt shall have been assumed by Park Place
     on terms such that as between the Borrower and Park Place, Park Place is
     obligated to make payments of principal and interest on such Debt, and to
     reimburse the Borrower for any such payment made by the Borrower and (ii)
     the Spin-Off shall have occurred, and (B) Debt of the Borrower or a
     Subsidiary as to which a sum of cash and cash equivalents sufficient to
     provide for payment in full of such Debt at its scheduled maturity or at an
     earlier date at which it shall have been called for redemption shall have
     been irrevocably deposited in trust for the benefit of the holders of such
     Debt or a representative of such holders so as to result in legal or
     in-substance defeasance thereof; PROVIDED, FURTHER, that, notwithstanding
     clause (A) in the foregoing proviso, if Park Place fails to pay when due
     any principal of or interest on or any other amount with respect to the PPE
     Assumed Notes or reimburse the Borrower for payment thereof, and such
     failure is continuing, on and after the 90th day after such payment default
     first occurs any of the PPE Assumed Notes then outstanding shall be
     included in Consolidated Debt, unless such Debt then would be excluded
     therefrom pursuant to clause (B) in the foregoing proviso.

     (e) The definition of Consolidated EBITDA in Section 5.09 is amended by the
addition of the following proviso: 

     ; PROVIDED that Consolidated EBITDA for any period shall be adjusted on a
     pro forma basis (i) to include (or exclude) amounts attributable to hotel
     operations acquired (or sold or otherwise discontinued) during such period
     as if such acquisition (or disposition) had occurred on the first day of
     such period and (ii) to include amounts (annualized on a simple arithmetic 

                                          2
<PAGE>

     basis) attributable to hotel projects which commenced operations during
     such period and were in operation for at least one full fiscal quarter
     during such period; PROVIDED, FURTHER, that, for purposes of determining
     Consolidated EBITDA for any period, Consolidated Net Income shall exclude
     any interest income attributable to the assumption or payment by Park Place
     of the PPE Assumed Notes.

     (f) The parties agree that the Spin-Off does not give rise to a Default
under Section 5.03 or Section 5.07.

     SECTION 3. PRICING INCREASE. The table appearing in Exhibit A hereto is
substituted for the table appearing in the Pricing Schedule.

     SECTION 4. REPRESENTATIONS OF BORROWER. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.

     SECTION 5. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.

     SECTION 6. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     SECTION 7. EFFECTIVENESS. This Amendment shall become effective as of the
date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the Documentation
Agent shall have received from each of the Borrower and the Required Banks a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Documentation Agent) that such party
has signed a counterpart hereof.


                                          3

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.

                                        HILTON HOTELS CORPORATION


                                        By: /s/ Matthew J. Hart
                                           ----------------------------------
                                           Name:   Matthew J. Hart
                                           Title:  Executive Vice President &
                                                   Chief Financial Officer

                                        MORGAN GUARANTY TRUST
                                        COMPANY OF NEW YORK


                                        By: /s/ Diana H. Imhof
                                           ----------------------------------
                                           Name:   Diana H. Imhof
                                           Title:  Vice President

                                        THE BANK OF NEW YORK


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

                                        BANK OF AMERICA NATIONAL
                                        TRUST AND SAVINGS ASSOCIATION


                                        By: /s/ Michelle L. Hilse
                                           ----------------------------------
                                           Name:    Michelle L. Hilse
                                           Title:   Vice President

                                        WELLS FARGO BANK


                                        By: /s/ Timothy A. McDevitt
                                           ----------------------------------
                                           Name:    Timothy A. McDevitt
                                           Title:   Vice President


                                        By: /s/ Donald A. Hartmann
                                           ----------------------------------
                                           Name:    Donald A. Hartmann
                                           Title:   Senior Vice President


                                          4
<PAGE>

                                  
                                        THE BANK OF NOVA SCOTIA


                                        By: /s/ M. Van Otterloo
                                           ----------------------------------
                                           Name:  M. Van Otterloo
                                           Title: Senior Relationship Manager

                                        BANKERS TRUST COMPANY
                                  

                                        By: /s/ Alex Johnson
                                           ----------------------------------
                                           Name:   Alex Johnson
                                           Title:  Managing Director

                                        CIBC INC.


                                        By: 
                                            ---------------------------------
                                            Name:  
                                            Title: 

                                        CREDIT LYONNAIS NEW YORK 
                                        BRANCH
                                  

                                        By: /s/ Mary P. Daly
                                           ----------------------------------
                                           Name:    Mary P. Daly
                                           Title:   Vice President

                                        DEUTSCHE BANK AG, NEW YORK
                                        BRANCH AND/OR CAYMAN ISLANDS
                                        BRANCH


                                        By: /s/ Stephan A. Wiedemann
                                           ----------------------------------
                                           Name:    Stephan A. Wiedemann
                                           Title:   Director


                                        By: /s/ Hans-Josef Thiele
                                           ----------------------------------
                                           Name:    Hans-Josef Thiele
                                           Title:   Director


                                          5
<PAGE>


                                        FIRST UNION NATIONAL BANK OF
                                        NORTH CAROLINA


                                        By: /s/ John E. Reid
                                           --------------------------
                                           Name:  John E. Reid
                                           Title: Vice Presidnet

                                        THE FUJI BANK, LIMITED, LOS
                                        ANGELES AGENCY
                                        

                                        By: 
                                           --------------------------
                                           Name:   
                                           Title:  

                                        SOCIETE GENERALE


                                        By: /s/ Alex Y. Kim
                                           --------------------------
                                           Name:   Alex Y. Kim
                                           Title:  Vice President

                                        DRESDNER BANK AG, NEW YORK
                                        AND CAYMAN ISLAND BRANCHES

                                        By: /s/ A. R. Morris
                                           -----------------------------
                                           Name:    A. R. Morris
                                           Title:   First Vice President


                                        By: /s/ B. Craig Erickson
                                           --------------------------
                                           Name:    B. Craig Erickson
                                           Title:   Vice President

                                        THE MITSUBISHI TRUST AND
                                        BANKING CORPORATION


                                        By: /s/ Yasushi Satomi
                                           --------------------------
                                           Name:    Yasushi Satomi
                                           Title:   Senior Vice President


                                          6
<PAGE>


                                        THE NORTHERN TRUST COMPANY


                                        By: /s/ John E. Burda
                                           ------------------------------
                                        Name:   John E. Burda
                                        Title:  Second Vice President

                                        PNC BANK, NATIONAL ASSOCIATION
                                   

                                        By: /s/ Gary W. Wessels
                                           ------------------------------
                                        Name:   Gary W. Wessels
                                        Title:  Vice President

                                        THE SAKURA BANK LIMITED, LOS
                                        ANGELES AGENCY


                                        By: /s/ Masayuki Kobayashi
                                           ------------------------------
                                        Name:   Masayuki Kobayashi
                                        Title:  Joint General Manager

                                        UNITED STATES NATIONAL BANK
                                        OF OREGON
                                   

                                        By: /s/ Dale Parshall
                                           ------------------------------
                                        Name:    Dale Parshall
                                        Title:   Vice President

                                        UNION BANK OF CALIFORNIA, N.A.


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

                                        WACHOVIA BANK OF GEORGIA, N.A.


                                        By:  /s/ Jessica S. Wright
                                           ------------------------------
                                        Name:   Jessica S. Wright
                                        Title:  Vice President


                                          7

<PAGE>


                                        WESTDEUTSCHE LANDESBANK
                                        GIROZENTRALE, NEW YORK BRANCH


                                        By: /s/ Duncan M. Robertson
                                           --------------------------
                                           Name:  Duncan M. Robertson
                                           Title: Vice President
                                                  

                                        By: /s/ Lisa Walker
                                           --------------------------
                                           Name:   Lisa Walker
                                           Title:  Vice President

                                        BANK OF HAWAII


                                        By: /s/ Robert M. Wheeler III
                                           --------------------------
                                           Name:  Robert M. Wheeler III
                                           Title: Vice President

                                        CREDIT SUISSE
                                        

                                        By:  /s/ Chris T. Horgan
                                           --------------------------
                                           Name:   Chris T. Horgan   
                                           Title:  Vice President  


                                        By:  /s/ Kristin Lepri
                                           --------------------------
                                           Name:   Kristin Lepri
                                           Title:  Associate

                                       THE DAI-ICHI KANGYO BANK, LTD


                                        By: 
                                           --------------------------
                                           Name:   
                                           Title:  


                                          8

<PAGE>


                                        FIRST HAWAIIAN BANK


                                        By: /s/ Travis Ruetenik
                                           --------------------------
                                           Name:  Travis Ruetenik
                                           Title: Corporate Banking Officer

                                        THE LONG-TERM CREDIT BANK OF
                                        JAPAN, LTD., LOS ANGELES AGENCY


                                        By:  /s/ Shunji Sato
                                           ---------------------------
                                           Name:  Shunji Sato 
                                           Title: Deputy General Manager 

                                        MELLON BANK, N.A.


                                        By:  /s/ L. C. Ivey
                                           --------------------------
                                           Name:   L. C. Ivey
                                           Title:  Vice President

                                        THE MITSUI TRUST & BANKING CO., INC.


                                        By: 
                                           --------------------------
                                           Name:    
                                           Title:   

                                        THE SANWA BANK, LIMITED,
                                        LOS ANGELES BRANCH


                                        By: 
                                           --------------------------
                                           Name:   
                                           Title:  

                                          9

<PAGE>


                                        THE TOYO TRUST & BANKING CO.,
                                        LTD., LOS ANGELES AGENCY


                                        By: 
                                           --------------------------
                                           Name:  
                                           Title: 
                                                  

                                        BANCA DI ROMA
                                        

                                        By: /s/ Augusto Bianchi
                                           --------------------------
                                           Name:   Augusto Bianchi
                                           Title:  97911

                                        By: /s/ Richard G. Dietz
                                           --------------------------
                                           Name:   Richard G. Dietz
                                           Title:  97271

                                        BANQUE NATIONALE DE PARIS


                                        By: 
                                           --------------------------
                                           Name:   
                                           Title:  

                                        BANK ONE, LOUISIANA, NA
                                        

                                        By: /s/ Louis Ballero
                                           -----------------------------
                                           Name:   Louis Ballero
                                           Title:  Senior Vice President


                                        FLEET BANK


                                        By: /s/ John T. Harrison
                                           --------------------------
                                           Name:  John T. Harrison 
                                           Title: Senior Vice President


                                        HIBERNIA BANK


                                        By: /s/ Christopher Pitre
                                           --------------------------
                                           Name:  Christopher Pitre 
                                           Title: Vice President


                                          10