Exhibit 4.8

CONFORMED

SHORT TERM CREDIT AGREEMENT

dated as of

November 27,
2001

among

HILTON HOTELS CORPORATION

The Lenders and Syndication Agents Referred to Herein

and

BANK OF AMERICA, N.A.,
as Administrative Agent

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BANC OF AMERICA SECURITIES LLC
Lead Arranger and Sole Book Manager

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TABLE OF CONTENTS

|            |  | Page                                                             
|----------- |  | -----------------------------------------------------------------
|ARTICLE I   |  |                                                                  
|            |  | DEFINITIONS                                                      
|            |  | 1.01 Definitions                                                 
|            |  | 1.02 Accounting Terms and Determinations                         
|            |  | 1.03 Types of Borrowings                                         
|ARTICLE II  |  |                                                                  
|            |  | THE CREDITS                                                      
|            |  | 2.01 Commitments to Lend                                         
|            |  | 2.02 Notice of Borrowings                                        
|            |  | 2.03 [Reserved]                                                  
|            |  | 2.04 [Reserved]                                                  
|            |  | 2.05 Conversion and Continuation of Loans                        
|            |  | 2.06 Notice to Lenders; Funding of Loans                         
|            |  | 2.07 Notes                                                       
|            |  | 2.08 Interest Rates                                              
|            |  | 2.09 Administrative Agency Fees                                  
|            |  | 2.10 Upfront Fees                                                
|            |  | 2.11 Facility Fees                                               
|            |  | 2.12 Mandatory Prepayments                                       
|            |  | 2.13 Optional Termination or Reduction of Commitments by Borrower
|            |  | 2.14 Optional Termination of Commitments by the Lenders          
|            |  | 2.15 Scheduled Termination of Commitments                        
|            |  | 2.16 Optional Prepayments                                        
|            |  | 2.17 General Provisions as to Payments                           
|            |  | 2.18 Funding Losses                                              
|            |  | 2.19 Computation of Interest and Fees                            
|            |  | 2.20 Withholding Tax Exemption                                   
|            |  | 2.21 [Reserved]                                                  
|            |  | 2.22 Regulation D Compensation                                   
|            |  | 2.23 Extension of the Termination Date                           
|            |  | 2.24 Increased Commitments; Additional Lenders                   
|ARTICLE III |  |                                                                  
|            |  | CONDITIONS                                                       
|            |  | 3.01 Borrowings                                                  
|            |  | 3.02 Effective Date                                              
|ARTICLE IV  |  |                                                                  
|            |  | REPRESENTATIONS AND WARRANTIES                                   
|            |  | 4.01 Corporate Existence and Power                               
|            |  | 4.02 Corporate and Governmental Authorization; Contravention     
|            |  | 4.03 Binding Effect                                              
|            |  | 4.04 Financial Information                                       
|            |  | 4.05 Litigation                                                  
|            |  | 4.06 Compliance with ERISA                                       
|            |  | 4.07 Taxes                                                       
|            |  | 4.08 Significant Subsidiaries                                    
|            |  | 4.09 Not an Investment Company                                   
|            |  | 4.10 Environmental Matters                                       
|            |  | 4.11 Full Disclosure                                             
|ARTICLE V   |  |                                                                  
|            |  | COVENANTS                                                        
|            |  | 5.01 Informatin                                                  
|            |  | 5.02 Maintenance of Property; Insurance                          
|            |  | 5.03 Conduct of Business and Maintenance of Existence            
|            |  | 5.04 Compliance with Laws                                        
|            |  | 5.05 Inspection of Property, Books and Records                   
|            |  | 5.06 Negative Pledge                                             
|            |  | 5.07 Consolidations, Mergers and Sales of Assets                 
|            |  | 5.08 Use of Proceeds                                             
|            |  | 5.09 Leverage Ratio                                              

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|             |  | 5.10 Interest Coverage Ratio                                    |  | 25
|------------ |  | --------------------------------------------------------------- |  | --
|             |  | 5.11 Certain Covenants Contingent Upon Leverage Ratio           |  | 25
|ARTICLE VI   |  |                                                                
|             |  | DEFAULTS                                                        |  | 25
|             |  | 6.01 Events of Default                                          |  | 25
|             |  | 6.02 Notice of Default                                          |  | 27
|ARTICLE VII  |  |                                                                
|             |  | THE ADMINISTRATIVE AGENT                                        |  | 28
|             |  | 7.01 Appointment and Authorization                              |  | 28
|             |  | 7.02 Administrative Agent and Affiliates                        |  | 28
|             |  | 7.03 Action by the Administrative Agent                         |  | 28
|             |  | 7.04 Consultation with Experts                                  |  | 28
|             |  | 7.05 Liability of Agent                                         |  | 28
|             |  | 7.06 Indemnification                                            |  | 28
|             |  | 7.07 Credit Decision                                            |  | 28
|             |  | 7.08 Successor Agent                                            |  | 29
|             |  | 7.09 Administrative Agents' Fees                                |  | 29
|ARTICLE VIII |  |                                                                
|             |  | CHANGE IN CIRCUMSTANCES                                         |  | 30
|             |  | 8.01 Basis for Determining Interest Rate Inadequate or Unfair   |  | 30
|             |  | 8.02 Illegality                                                 |  | 30
|             |  | 8.03 Increased Cost and Reduced Return                          |  | 30
|             |  | 8.04 Base Rate Loans Substituted for Affected Euro-Dollar Loans |  | 32
|ARTICLE IX   |  |                                                                
|             |  | MISCELLANEOUS                                                   |  | 33
|             |  | 9.01 Notices                                                    |  | 33
|             |  | 9.02 No Waivers                                                 |  | 33
|             |  | 9.03 Expenses; Documentary Taxes; Indemnification               |  | 33
|             |  | 9.04 Amendments and Waivers                                     |  | 33
|             |  | 9.05 Successors and Assigns                                     |  | 34
|             |  | 9.06 New York Law; Submission to Jurisdiction                   |  | 36
|             |  | 9.07 Counterparts; Integration                                  |  | 36
|             |  | 9.08 Several Obligations                                        |  | 37
|             |  | 9.09 Sharing of Set-Offs                                        |  | 37
|             |  | 9.10 WAIVER OF JURY TRIAL                                       |  | 37

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SHORT TERM CREDIT AGREEMENT

SHORT TERM CREDIT AGREEMENT dated as of November 27, 2001, among HILTON HOTELS CORPORATION ("Borrower"), the Lenders who are parties hereto from time to
time, WACHOVIA BANK, N.A., FIRST UNION NATIONAL BANK, THE BANK OF NEW YORK and THE BANK OF NOVA SCOTIA, as Syndication Agents, and BANK OF AMERICA, N.A., as Administrative Agent. While not a party
hereto, Banc of America Securities, LLC has acted as Lead Arranger and sole book manager of the credit facilities described herein. The parties hereto agree as follows:

ARTICLE I        DEFINITIONS

1.01Definitions.The following terms, as used herein, have the following meanings:



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1.02Accounting Terms and Determinations.Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with generally accepted
accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants and disclosed in such financial
statements) with the most recent audited consolidated financial statements of the Borrower and its Subsidiaries delivered to the Lenders; provided that, if the Borrower notifies the Administrative
Agent that the Borrower wishes to amend any covenant in Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the
Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article V for such purpose), then the Borrower's compliance with such covenant shall be determined on the
basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn
or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

1.03Types of Borrowings.Borrowings are classified for purposes of this Agreement by reference to the pricing
of Loans comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans).

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ARTICLE II        THE CREDITS

2.01Commitments to Lend.During the Revolving Credit Period each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section from time to time amounts such that (a) the aggregate principal amount of Loans made by such Lender at
any one time outstanding shall not exceed the amount of its Commitment, and (b) the aggregate outstanding principal amount of all Loans shall not exceed the aggregate Commitments. Each
Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 or any larger multiple of $1,000,000; and each Borrowing shall be made from the several Lenders ratably in
proportion to their respective Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.16, prepay Loans and reborrow
at any time on or prior to the Termination Date under this Section. The Loans shall mature, and the principal amount thereof shall be due and payable, on the Termination Date.

2.02Notice of Borrowings.The Borrower shall give the Administrative Agent notice (a "Notice of Borrowing"),
substantially in the form of Exhibit D hereto, not later than 8:30 A.M. (California local time) on (x) the date of each Base Rate Borrowing and (y) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:



Not
more than twelve Interest Periods with respect to Euro-Dollar Loans shall be in effect at any time.

2.03[Reserved].

2.04[Reserved].

2.05Conversion and Continuation of Loans.So long as no Default or Event of Default has occurred and is
continuing, Borrower shall have the option at any time (i) to convert all or any part of its outstanding Base Rate Loans which are integral multiples of $1,000,000 and which are not less than
$10,000,000 into Euro-Dollar Loans or (ii) upon the expiration of any Interest Period applicable to Euro-Dollar Loans, to continue all or any portion of such Loans equal
to $1,000,000 and integral multiples of $100,000 in excess of that amount as Euro-Dollar Loans or to convert such Loans into Base Rate Loans.

Borrower
shall deliver to the Administrative Agent notice of any such conversion or continuation, substantially in the form of Exhibit D (each a "Notice of
Conversion/Continuation"), no later than 8:30 A.M. (California local time) at least one Domestic Business Day in advance of the proposed conversion date (in the case of a conversion to a Base
Rate Loan) and at least three Euro-Dollar Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a
Euro-Dollar Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Domestic Business Day in the case of Base Rate
Loans and a Euro-Dollar Business Day in the case of conversion to or continuation of Euro-Dollar Loans), (ii) the amount and type of the Loan to be converted/continued,
(iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Euro-Dollar Loan, the requested Interest Period, and
(v) in the case of a conversion to, or a

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continuation of, a Euro-Dollar Loan, that no Default or Event of Default has occurred and is continuing.

2.06Notice to Lenders; Funding of Loans.



2.07Notes.



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2.08Interest Rates.(a) Each Base Rate Loan shall bear interest on the outstanding principal amount
thereof, for each day from (and including) the date such Loan is made to (but excluding) the date it becomes due, at a rate per annum equal to the Base Rate for such day plus any applicable Base Rate
Margin. Any overdue principal of or interest on any Base Rate Loan shall, at the option of the Required Lenders, bear interest, payable on demand, for each day until paid at a rate per annum equal to
the Base Rateplusthe Base Rate Marginplus2%. Such interest shall be payable on the last Domestic
Business Day of each calendar quarter in arrears and on the Termination Date.

(b)  Each
Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto (from and
including the first day of such Interest Period to but excluding the last day of such Interest Period), at a rate per annum equal to the sum of (a) the Euro-Dollar Margin for such
dayplus(b) the applicable London Interbank Offered Rate for such Interest Period. Such interest shall be payable for each Interest Period on
the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof.

(c)  Any
overdue principal of or interest on any Euro-Dollar Loan shall, at the option of the Required Lenders, bear interest, payable on demand, for each day
until paid at a rate per annum equal to the sum of 2% plus the Euro-Dollar Margin for such day plus the quotient obtained (rounded upwards, if necessary, to the next higher 1/100 of 1%) by
dividing (i) the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which one day deposits in Dollars in an amount
approximately equal to such overdue payment due to the Administrative Agent are offered to the Administrative Agent in the London interbank market for the applicable period determined as provided
above by (ii) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the circumstances described in clause (a) or (b) of Section 8.01 shall exist, at a rate per
annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day).

(d)  [Reserved].

(e)  [Reserved].

(f)    The
Administrative Agent shall determine in accordance with the provisions of this Agreement each interest rate applicable to the Loans hereunder. The Administrative
Agent shall give prompt notice to the Borrower and the participating Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

2.09Administrative Agency Fees.On the date hereof and on the Effective Date, the Borrower shall pay to the
Administrative Agent and the Lead Arranger certain fees in the amounts set forth in a letter agreement with the Administrative Agent and the Lead Arranger.

2.10Upfront Fees.On the Effective Date, the Borrower shall pay to the Administrative Agent for the account of
each Lender non-refundable upfront fees in the amounts set forth in letter agreements between each Lender and the Lead Arranger, and in an aggregate amount not to exceed the amount set
forth in a letter agreement among the Borrower, the Administrative Agent and the Lead Arranger.

2.11Facility Fees.The Borrower shall pay to the Administrative Agent for the account of the Lenders ratably
facility fees at the Facility Fee Rate determined daily in accordance with the Pricing Schedule. Such facility fee shall accrue from and including the date hereof to but excluding the Termination Date
(or earlier date of termination of the Commitments in their entirety), on the daily aggregate amount of the Commitments (whether used or unused). Facility fees shall be payable quarterly in arrears on
the first day of each March, June, September and December and upon the date of termination of the Commitments in their entirety and, when paid, are non-refundable.

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2.12Mandatory Prepayments.If as of the date of incurrence by Borrower or any of its Subsidiaries of any Debt
for borrowed money (other than any Debt incurred to refinance other outstanding Debt) which when aggregated with all other such Debt incurred following the date hereof, is in an aggregate principal
amount in excess of $250,000,000, after givingpro formaeffect to such incurrence and the application of the proceeds of such Debt in computing the
Leverage Ratio as of the then most recently ended fiscal quarter of Borrower, suchpro formaLeverage Ratio is greater than 5.00:1.00, then Borrower
shall immediately apply the net cash proceeds of such Debt (a) to prepay the loans outstanding under the Other Facilities, and to concurrently and permanently reduce the lending commitments
under the Other Facilities, and (b) to the extent that the outstanding Loans under the Other Facilities have been repaid in full, to prepay the outstanding Loans, in each to the extent required
to reduce thepro formaLeverage Ratio to a ratio not greater than 5.00:1.00. To the extent that the Loans hereunder are so repaid, the Commitments
shall concurrently be automatically and permanently reduced by the amount of such prepayment.

2.13Optional Termination or Reduction of Commitments by Borrower.During the Revolving Credit Period, the
Borrower may, upon at least three Domestic Business Days' notice to the Administrative Agent, (i) terminate the Commitments at any time, if no Loans are outstanding at such time or
(ii) ratably and permanently reduce from time to time by an aggregate amount of $25,000,000 or any larger amount in
multiples of $1,000,000, the aggregate amount of the Commitments in excess of the sum of the aggregate outstanding principal balance of the Loans.

2.14Optional Termination of Commitments by the Lenders.Following the occurrence of a Change of Control, the
Required Lenders may in their sole and absolute discretion elect, during the sixty day period immediately subsequent to thelater of(a) such
occurrence and (b) theearlierof (i) receipt of the Borrower's written notice to the Administrative Agent of such occurrence and
(ii) if no such notice has been received by the Administrative Agent, the date upon which the Administrative Agent and the Lenders have actual knowledge thereof, to terminate all of the
Commitments. In any such case the Commitments shall be terminated effective on the date which is sixty days subsequent to the date of written notice from the Administrative Agent to the Borrower
thereof, and to the extent that there is then any Debt evidenced by the Notes, the same shall be immediately due and payable.

2.15Scheduled Termination of Commitments.The Commitments shall terminate on the Termination Date and any Loans
then outstanding (together with accrued interest thereon) shall be due and payable on such date.

2.16Optional Prepayments.



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2.17General Provisions as to Payments.



2.18Funding Losses.If the Borrower makes any payment of principal with respect to any Euro-Dollar
Loan (pursuant to Article VI or VIII or otherwise) on any day other than the last day of the Interest Period applicable thereto, or if the Borrower fails to borrow any Euro-Dollar
Loans after notice has been given to any Lender in accordance with Section 2.06(a), the Borrower shall reimburse each Lender within 15 days after demand for any resulting loss or expense
incurred by it, including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment
or failure to borrow, provided that such Lender shall have delivered to the Borrower a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of
manifest error.

2.19Computation of Interest and Fees.Interest based on the Prime Rate and all fees hereunder shall be computed
on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest
shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

2.20Withholding Tax Exemption.At least five Domestic Business Days prior to the first date on which interest
or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to each
of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8 ECI or W8-BEN, certifying in either case that
such Lender is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes.

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Each
Lender which so delivers a Form W8-ECI or W8-BEN further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of
such forms on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments
thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under
this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any
such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States
federal income tax.

2.21[Reserved].

2.22Regulation D Compensation.Each Lender may require the Borrower to pay, contemporaneously with each
payment of interest on the Euro-Dollar Loans, additional interest on the related Euro-Dollar Loan of such Lender at a rate per annum determined by such Lender up to but not
exceeding the excess of (i) (A) the applicable London Interbank Offered Rate divided by (B) one minus the Euro-Dollar Reserve Percentage over (ii) the applicable
London Interbank Offered Rate. Any Lender wishing to require payment of such additional interest (x) shall so notify the Borrower and the Administrative Agent, in which case such additional
interest on the Euro-Dollar Loans of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least three
Euro-Dollar Business Days after the giving of such notice and (y) shall notify the Borrower at least five Euro-Dollar Business Days prior to each date on which interest
is payable on the Euro-Dollar Loans of the amount then due it under this Section.

2.23Extension of the Termination Date.The Termination Date may be extended, in the manner set forth in this
Section, for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice
to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of
Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively
or negatively, within
the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date").
If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the
aggregate amount of the Commitments, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective
Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more
of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this
Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative
Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders
who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more
new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s)
shall be assumed by such substitute financial institution or financial institutions within such 60-day period or

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(iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions
contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to
such effect is given. So long as Lenders having Commitment(s) totaling not less than 662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a
request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially
the form of Exhibit G duly completed and signed by all of the parties hereto (other than non-consenting Lenders), the Termination Date shall be extended for the period set forth in
this Section 2.23 and in the Extension Agreement.

2.24Increased Commitments; Additional Lenders.



ARTICLE III        CONDITIONS

3.01Borrowings.The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the
satisfaction of the following conditions:



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Each
Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c) and (d) of this
Section.

3.02Effective Date.As conditions precedent to the Effective Date and the making of the initial Loans
hereunder, each of the following conditions shall have been satisfied (or waived in accordance with Section 9.04) not sooner than November 27, 2001:



The
Administrative Agent shall promptly notify the Borrower and each Lender of the effectiveness of this Agreement, and such notice shall be conclusive and binding on all parties hereto.
Concurrently with the effectiveness hereof, the Existing Short Term Credit Facility shall be deemed terminated, and the lenders thereunder released from their lending commitments thereunder.

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ARTICLE IV        REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

4.01Corporate Existence and Power.The Borrower is a corporation duly incorporated, validly existing and in
good standing under the laws of Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now
conducted.

4.02Corporate and Governmental Authorization; Contravention.The execution, delivery and performance by the
Borrower of the Loan Documents are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any
governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws
of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower (in the case of any such default under the provisions of any agreement or
instrument binding upon the Borrower, except to the extent that the same could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect), or result in the
creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

4.03Binding Effect.This Agreement constitutes a valid and binding agreement of the Borrower and the Notes,
when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of the Borrower, in each case enforceable in accordance with their respective terms.

4.04Financial Information.



4.05Litigation.Except as disclosed in the Borrower's latest Form 10-Q, there is no action,
suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental
body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which in any manner draws into
question the validity or enforceability of any of the Loan Documents. Without limiting the generality of the foregoing, with respect to those litigation matters described in the Borrower's latest
Form 10-Q, the disclosure contained in the Borrower's latest Form 10-Q was accurate as of the date of the Borrower's latest

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Form 10-Q and since such date there has been no adverse development which would reasonably be expected to have a Material Adverse Effect.

4.06Compliance with ERISA.Each member of the ERISA Group has fulfilled its obligations under the minimum
funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Internal
Revenue Code with respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of
any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting of a bond or other security
under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.

4.07Taxes.The United States federal income tax returns of the Borrower and its Subsidiaries have been filed
through the fiscal year ended December 31, 2000. The Borrower and its Significant Subsidiaries have filed all United States federal income tax returns and all other material tax returns which
are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any Subsidiary of the Borrower. The charges, accruals
and reserves on the books of the Borrower and its Significant Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.

4.08Significant Subsidiaries.Each of the Significant Subsidiaries is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.

4.09Not an Investment Company.The Borrower is not an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

4.10Environmental Matters.The Borrower has reasonably concluded that Environmental Laws are unlikely to have a
material adverse effect on the business, financial position, results of operations or prospects of the Borrower and its Subsidiaries, considered as a whole.

4.11Full Disclosure.All information heretofore furnished by the Borrower to the Administrative Agent or to any
Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Borrower to the Administrative Agent or any
Lender, taken as a whole, will be true and accurate in all material respects on the date as of which such information is stated or certified. The Borrower has disclosed to the Lenders in writing any
and all facts which materially and adversely affect or may affect (to the extent the Borrower can now reasonably foresee), the business, operations or financial position of the Borrower and its
Subsidiaries, taken as a whole, or the ability of the Borrower to perform its obligations under this Agreement. With respect to any projections or forecasts provided, such projections or forecasts
represent, as of the date thereof, management's best estimates based on reasonable assumptions and all available information, but are subject to the uncertainty inherent in all projections and
forecasts.

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ARTICLE V        COVENANTS

The Borrower agrees that, so long as any Lender has any Commitment hereunder or any amount payable under any Note remains unpaid:

5.01Information.The Borrower will deliver to the Administrative Agent:



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5.02Maintenance of Property; Insurance.



5.03Conduct of Business and Maintenance of Existence.The Borrower will continue, and will cause each
Significant Subsidiary to continue, to engage in business of the same general type as now conducted by the Borrower and its Significant Subsidiaries, and will preserve, renew and keep in full force
and effect, and will cause each Subsidiary of the Borrower to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and
franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the merger of a Subsidiary of the Borrower into the
Borrower or the merger or the consolidation of a Subsidiary of the Borrower with or into another Person if the corporation surviving

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such consolidation or merger is a Subsidiary of the Borrower and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the
corporate existence of any Subsidiary of the Borrower if the Borrower in good faith determines that such termination is in the best interest of the Borrower and is not materially disadvantageous to
the Lenders.

5.04Compliance with Laws.The Borrower will comply, and cause each Significant Subsidiary to comply, in all
material respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder), and shall timely file all material tax returns and pay all material taxes required to be filed by them and so paid, except in each case where the necessity of compliance
therewith is contested in good faith by appropriate proceedings.

5.05Inspection of Property, Books and Records.The Borrower will keep, and will cause each Significant
Subsidiary to keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will
permit, and will cause each Significant Subsidiary to permit, representatives of any Lender at such Lender's expense to visit and inspect any of their respective properties, to examine and make
abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants,
all at such reasonable times and as often as may reasonably be desired.

5.06Negative Pledge.None of the Borrower, any Covered Subsidiary or any Significant Subsidiary will create,
assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:



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5.07Consolidations, Mergers and Sales of Assets.The Borrower will not (i) consolidate or merge with or
into any other Person or (ii) sell, lease or otherwise transfer all or any substantial part of the assets of the Borrower and its Subsidiaries, taken as a whole, to any other Person; providedthat,
the Borrower may merge with another Person if (A) the Borrower is the corporation surviving such merger and (B) immediately
after giving effect to such merger, no Default shall have occurred and be continuing.

5.08Use of Proceeds.The proceeds of the Loans made under this Agreement will be used by the Borrower and its
Subsidiaries for general corporate purposes, including but not limited to working capital, capital expenditures, the back stop of commercial paper and the acquisition of full-service hotel
and resort properties. None of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any "margin stock" within the
meaning of Regulation U in any manner that would violate Regulation X or result in a violation of Regulation U.

5.09Leverage Ratio.The Leverage Ratio will not, as of the last day of any fiscal quarter of Borrower described
in the matrix below, exceed the ratio set forth opposite that fiscal quarter:

Fiscal Quarters Ending

Maximum RatioSeptember 30, 2001

4.75:1.00December 31, 2001

5.50:1.00March 31, 2002

6.00:1.00June 30, 2002 and September 30, 2002

6:25:1.00December 31, 2002

5.50:1.00March 31, 2003

5.25:1.00June 30, 2003

4.75:1.00September 30, 2003 and thereafter

4.50:1.00.


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5.10Interest Coverage Ratio.The Interest Coverage Ratio shall not, as of the last day of any fiscal quarter of
Borrower, be less than the ratio set forth opposite that quarter in the matrix set forth below:

Fiscal Quarters Ending

Minimum RatioSeptember 30, 2001 and December 31, 2001

2.50:1.00March 31, 2002

2.40:1.00June 30, 2002 and September 30, 2002

2.25:1.00December 31, 2002 and thereafter

2.50:1.00.


5.11Certain Covenants Contingent Upon Leverage Ratio.If, as of the last day of any fiscal quarter of Borrower
(a "Test Date"), the Leverage Ratio exceeds (a) 5.00:1.00 as of any Test Date occurring on or before March 31, 2002, or (b) 4.75:1.00 as of any Test Date occurring after
March 31, 2002 then, from and after such Test Date and until the Leverage Ratio is reduced as of any subsequent Test Date to the applicable ratio described above in this Section, Borrower shall
not, and shall not permit its Subsidiaries to:



ARTICLE VI        DEFAULTS

6.01Events of Default.If one or more of the following events ("Events of Default") shall have occurred and be
continuing:



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26

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then,
and in every such event, the Administrative Agent shall (i) if requested by the Required Lenders, by notice to the Borrower terminate the Commitments and they shall thereupon terminate,
and (ii) if requested by the Required Lenders, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans (together with accrued interest thereon)
shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; providedthat in the case of any of
the Events of Default specified in clause (g) or (h) above with respect to the Borrower, without any
notice to the Borrower or any other act by the Administrative Agent or the Lenders, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

6.02Notice of Default.The Administrative Agent shall give notice to the Borrower under Section 6.01(c)
promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof.

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ARTICLE VII        THE ADMINISTRATIVE AGENT

7.01Appointment and Authorization.Each Lender irrevocably appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with all such powers
as are reasonably incidental thereto.

7.02Administrative Agent and Affiliates.Bank of America shall have the same rights and powers under this
Agreement as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent, and Bank of America and its affiliates may accept deposits from, lend
money to, and generally engage in any kind of business with, the Borrower or any Subsidiary or affiliate of the Borrower as if it were not the Administrative Agent hereunder.

7.03Action by the Administrative Agent.The obligations of the Administrative Agent hereunder are only those
expressly set forth herein. Without limiting the generality of the foregoing, the Administrative
Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article VI.

7.04Consultation with Experts.The Administrative Agent may consult with legal counsel (who may be counsel for
the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of
such counsel, accountants or experts.

7.05Liability of Agent.Neither the Administrative Agent nor any of its respective affiliates nor any of the
respective directors, officers, agents or employees of any of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request
of the Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its respective affiliates nor any of the respective
directors, officers, agents or employees of any of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation
made in connection with this Agreement or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of the Borrower; (c) the satisfaction of any
condition specified in Article III, except in the case of the Administrative Agent receipt of items required to be delivered to it; or (d) the validity, effectiveness or genuineness of
this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative Agent shall incur no liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

7.06Indemnification.Each Lender shall, ratably in accordance with its Commitment, indemnify the Administrative
Agent, its affiliates and its directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including counsel fees and disbursements), claim,
demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with the Administrative
Agent's role under this Agreement or any related action taken or omitted by such indemnitees hereunder.

7.07Credit Decision.Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent, the Lead Arranger or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Lead Arranger or any other Lender, and based on such documents and

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information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement.

7.08Successor Agent.The Administrative Agent may resign at any time subject to the appointment of a successor
Administrative Agent by giving notice to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent with the consent
of the Borrower, which consent shall not be unreasonably withheld or delayed; provided that no such consent shall be required if the successor Administrative Agent is a Lender. If no successor
Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, and without the Borrower's consent, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under
the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions
of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent.

7.09Administrative Agents' Fees.The Borrower shall pay to the Administrative Agent for its own account fees in
the amounts and at the times previously agreed upon between the Borrower and the Administrative Agent pursuant to a letter agreement.

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ARTICLE VIII        CHANGE IN CIRCUMSTANCES

8.01Basis for Determining Interest Rate Inadequate or Unfair.If on or prior to the first day of any Interest
Period for any Borrowing consisting of Euro-Dollar Loans:



the
Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such
suspension no longer exist, the obligations of the Lenders to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the Administrative Agent at least two Domestic
Business Days before the date of any Borrowing consisting of Euro-Dollar Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such
Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

8.02Illegality.If, after the date of this Agreement, the adoption of any applicable law, rule or regulation,
or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its Euro-Dollar Lending Office) with any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall make it unlawful or impossible for any Lender (or its Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar
Loans and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon until such Lender notifies
the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Euro-Dollar Loans shall be suspended.
Before giving any notice to the Administrative Agent pursuant to this Section, such Lender shall designate a different Euro-Dollar Lending Office if such designation will avoid the need
for giving such notice and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall determine that it may not lawfully continue to maintain and
fund any of its outstanding Euro-Dollar Loans to maturity and shall so specify in such notice, the Borrower shall immediately prepay in full the then outstanding principal amount of each
such Euro-Dollar Loan, together with accrued interest thereon. Concurrently with prepaying each such Euro-Dollar Loan, the Borrower shall borrow a Base Rate Loan in an equal
principal amount from such Lender (on which interest and principal shall be payable contemporaneously with the related Euro-Dollar Loans of the other Lenders), and such Lender shall make
such a Base Rate Loan.

8.03Increased Cost and Reduced Return.



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8.04Base Rate Loans Substituted for Affected Euro-Dollar Loans.If (i) the obligation of any
Lender to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Lender has demanded compensation under Section 8.03(a) and the Borrower shall,
by at least five Euro-Dollar Business Days' prior notice to such Lender through the Administrative Agent, have elected that the provisions of this Section shall apply to such Lender, then,
unless and until such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist:



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ARTICLE IX        MISCELLANEOUS

9.01Notices.All notices, requests and other communications to any party hereunder shall be in writing
(including bank wire, telex, telecopy or similar writing) and shall be given to such party: (x) in the case of the Borrower or the Administrative Agent, at its address or telex or telecopier
number set forth on the signature pages hereof, (y) in the case of any Lender, at its address or telex or telecopier number set forth in its Administrative Questionnaire or (z) in the
case of any party, such other address or telex or telecopier number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower. Each such notice,
request or other communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified in this Section and the appropriate answerback is received,
(ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means,
when delivered or received at the address specified in this Section; provided that notices to the Administrative Agent under Article II or Article VIII shall not be effective until
received.

9.02No Waivers.No failure or delay by the Administrative Agent or any Lender in exercising any right, power or
privilege hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

9.03Expenses; Documentary Taxes; Indemnification.



9.04Amendments and Waivers.No amendment or waiver of the terms of this Agreement or the other Loan Documents
shall be made or be effective unless such amendment or waiver is in writing and is signed by the Borrower and the Required Lenders (and, if the rights or duties of the

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Administrative Agent are affected thereby, by the Administrative Agent); provided that no such amendment or waiver shall, unless signed by all the Lenders, (i) except as set forth in
Section 2.24 increase or decrease the amount of the Commitment of any Lender (except for a ratable decrease in the Commitments of all Lenders) or subject any Lender to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any fees hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Loan or
interest thereon or any fees hereunder, or the Termination Date, (iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the percentage of
Lenders, which shall be required for the Lenders or any of them to take any action under this Section or any other provision of this Agreement or (v) render more restrictive the ability of any
Lender to assign or grant participations in its Commitment under Section 9.05.

9.05Successors and Assigns.



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9.06New York Law; Submission to Jurisdiction.This Agreement and each Note shall be construed in accordance
with and governed by the laws of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Central District of California and of
any California State court sitting in Los Angeles, California (in each case, applying such law) for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought
in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

9.07Counterparts; Integration.This Agreement 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. This Agreement constitutes the entire agreement and understanding among

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the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

9.08Several Obligations.The obligations of the Lenders hereunder are several. Neither the failure of any
Lender to carry out its obligations hereunder nor the failure of this Agreement to be duly authorized,
executed and delivered by any Lender shall relieve any other Lender of its obligations hereunder (or affect the rights hereunder of such other Lender). No Lender shall be responsible for the
obligations of, or any action taken or omitted by, any other Lender hereunder.

9.09Sharing of Set-Offs.Each Lender agrees that if it shall, by exercising any right of
set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it which is greater than the
proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Lender, the Lender receiving such proportionately
greater payment shall purchase such participations in the Notes held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and
interest with respect to the Notes held by the Lenders shall be shared by the Lenders pro rata;providedthat nothing in this Section shall impair the
right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than
its indebtedness under the Notes. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired
pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation
were a direct creditor of the Borrower in the amount of such participation.

9.10WAIVER OF JURY TRIAL.EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[Remainder of this page intentionally left blank.]

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

| |  | HILTON HOTELS CORPORATION                                                                                                                                                            
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                  
| |  | Name:                                                                                                                                                                                
| |  | Title:                                                                                                                                                                               
| |  | Address for Notices:                                                                                                                                                                 
| |  | Mariel C. Albrecht,
Senior Vice President and Treasurer
Hilton Hotels Corporation
World Headquarters
9336 Civic Center Drive
Beverly Hills, California 90210
Telecopier: 310/205-7849

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| |  | BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT                                                                                                                                                                                                                            
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                                                                                       
| |  | Bank of America, N.A.
555 South Flower Street
11th Floor Mail Code CA9-706-11-01
Los Angeles, California 90071
Attn: Janice Hammond
Telecopier: 213/228-2299
Telephone: 213/228-9861
E-mail: janice.hammond@bankofamerica.com                                             
| |  | BANK OF AMERICA, N.A., AS A LENDER                                                                                                                                                                                                                                        
| |  | By:                                                                                                                                                                                                                                                                       
| |  | Address for Notices:                                                                                                                                                                                                                                                      
| |  | Bank of America, N.A.
Portfolio ManagementGaming & Leisure
555 South Flower Street, 11th Floor CA9-706-11-01
Los Angeles, California 90071
Attn: Scott L. Faber, Principal
Telecopier: 213/228-2641
Telephone: 213/228-3244
E-Mail: mark.gregor-pearse@bankofamerica.com 
| |  | with a copy to:                                                                                                                                                                                                                                                           
| |  | Bank of America, N.A.
Client ManagementGaming and Leisure
555 South Flower Street, 11th Floor CA9-706-11-01
Los Angeles, California 90071
Attn: William S. Newby, Managing Director
Telecopier: 213/228-3145
Telephone: 213/228-2438
E-Mail: bill.newby@bankofamerica.com

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| |  | THE BANK OF NOVA SCOTIA
| |  | -----------------------
| |  | By:                    
| |  | Title:                 
| |  |                        

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| |  | FIRST UNION NATIONAL BANK
| |  | -------------------------
| |  | By:                      
| |  | Title:                   
| |  |                          

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| |  | WACHOVIA BANK, N.A.
| |  | -------------------
| |  | By:                
| |  | Title:             
| |  |                    

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| |  | CREDIT LYONNAIS NEW YORK BRANCH
| |  | -------------------------------
| |  | By:                            
| |  | Title:                         
| |  |                                

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| |  | THE BANK OF NEW YORK
| |  | --------------------
| |  | By:                 
| |  | Title:              
| |  |                     

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| |  | CREDIT SUISSE FIRST BOSTON
| |  | --------------------------
| |  | By:                       
| |  | Title:                    
| |  |                           
| |  | By:                       
| |  | Title:                    
| |  |                           

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| |  | BANK OF HAWAII
| |  | --------------
| |  | By:           
| |  | Title:        
| |  |               

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| |  | BNP PARIBAS
| |  | -----------
| |  | By:        
| |  | Title:     
| |  |            
| |  | By:        
| |  | Title:     
| |  |            

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| |  | FIRST HAWAIIAN BANK
| |  | -------------------
| |  | By:                
| |  | Title:             
| |  |                    

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| |  | FIRST TENNESSEE BANK NATIONAL ASSOCIATION
| |  | -----------------------------------------
| |  | By:                                      
| |  | Title:                                   
| |  |                                          

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| |  | KBC BANK
| |  | --------
| |  | By:     
| |  | Title:  
| |  |         
| |  | By:     
| |  | Title:  
| |  |         

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| |  | LASALLE BANK NATIONAL ASSOCIATION
| |  | ---------------------------------
| |  | By:                              
| |  | Title:                           
| |  |                                  

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| |  | THE NORTHERN TRUST COMPANY
| |  | --------------------------
| |  | By:                       
| |  | Title:                    
| |  |                           

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| |  | U.S. BANK NATIONAL ASSOCIATION
| |  | ------------------------------
| |  | By:                           
| |  | Title:                        
| |  |                               

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| |  | WELLS FARGO BANK, N.A.
| |  | ----------------------
| |  | By:                   
| |  | Title:                
| |  |                       

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