Exhibit 4.8

SHORT TERM CREDIT AGREEMENT

SHORT TERM CREDIT AGREEMENT dated as of November 26, 2002, among HILTON HOTELS CORPORATION ("Borrower"), the Lenders who are parties hereto from time to
time, WACHOVIA BANK, NATIONAL ASSOCIATION, 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:

"Additional Lender" has the meaning set forth in Section 2.24(b).

"Administrative Agent" means Bank of America, N.A. in its capacity as administrative agent for the Lenders hereunder, and its successors
in such capacity.

"Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the
Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.

"Affiliate" means, as to any Lender, any other Person which directly or indirectly controls, or is under common control with, or is
controlled by, such Lender. As used in this definition, "control" (and the correlative terms, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power
to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event,
any Person that owns, directly or indirectly, 25% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation, or 25% or more of the
partnership or other ownership interests of any other Person, will be deemed to control such corporation or other Person.

"Agreement" means this Short Term Credit Agreement, either as originally executed or as it may from time to time be supplemented,
modified, amended, restated or extended.

"Allocation Notice" means a written communication submitted to each Lender by the Lead Arranger prior to the date hereof, setting forth
the allocated Commitment of each Lender as of the Effective Date.

"Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office
and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.

"Authorized Officer" means any of the controller, the treasurer or the chief financial officer of the Borrower.

"Bank of America" means Bank of America, N.A., its successors and assigns.

"Base Rate" means, as of any date of determination, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal
to the higher of (a) the Prime Rate in effect on such date (calculated on the basis of a year of 365 or 366 days and the actual number of days elapsed) and (b) the Federal Funds
Rate in effect on such date (calculated on the basis of a year of 360 days and the actual number of days elapsed) plus 1/2 of 1% (50 basis points).

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"Base Rate Loan" means a Loan made or to be made by a Lender as a Base Rate Loan in accordance with the applicable Notice of Borrowing or
Notice of Conversion/Continuation or pursuant to Article VIII.

"Base Rate Margin" has the meaning set forth on the Pricing Schedule.

"Benefit Arrangement" means at any time an 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 ERISA Group.

"Borrower" means Hilton Hotels Corporation, a Delaware corporation, and its successors.

"Borrowing" means the aggregation of Loans of one or more Lenders to be made to the Borrower pursuant to Article II on a single
date and, in the case of Eurodollar Rate Loans, for a single Interest Period.

"Capital Lease Obligations" means all monetary obligations of a Person under any leasing or similar arrangement which, in accordance with
Generally Accepted Accounting Principles, is classified as a capital lease.

"Change of Control" means the occurrence of a Ratings Decline in connection with any of the following events: (i) upon any merger
or consolidation of the Borrower with or into any person or any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets of the Borrower, on a
consolidated basis, in one transaction or a series of related transactions, if, immediately after giving effect to such transaction, any person or group of persons (within the meaning of
Section 13 or 14 of the Securities Exchange Act of 1934, as amended) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under said Act) of securities representing a majority of the total voting power of the aggregate outstanding securities of the transferee or surviving entity normally entitled to
vote in the election of directors, managers, or trustees, as applicable, of the transferee or surviving entity, (ii) when any person or group of persons (within the meaning of Section 13
or 14 of the Securities Exchange Act of 1934, as amended) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated by The Securities and-Exchange
Commission under said Act) of securities representing a majority of total voting power of the aggregate outstanding securities of the Borrower normally entitled to vote in the election of directors of
the Borrower, (iii) when, during any period of 12 consecutive calendar months, individuals who were directors of the Borrower on the first day of such period (together with any new directors
whose election by the board of directors of the Borrower or whose nomination for election by the stockholders of the Borrower was approved by a vote of a majority of the directors then still in office
who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of
directors of
the Borrower, or (iv) the sale or disposition, whether directly or indirectly, by the Borrower of all or substantially all of its assets.

"Commitment" means, as to each Lender, the commitment of that Lender to make Loans as such amount may be reduced from time to time
pursuant to Section 2.13, 2.14, 2.15, or 2.16 or increased from time to time pursuant to Section 2.24. The aggregate amount of the Commitments under this Agreement as of the Effective
Date is $150,000,000. As of the Effective Date, each Lender shall hold a Commitment in the amount set forth in its Allocation Notice.

"Compliance Certificate" means a certificate, substantially in the form of Exhibit A, properly completed and signed by an
Authorized Officer.

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"Consolidated Debt" means at any date the Debt of the Borrower and its Subsidiaries, determined on a consolidated basis as of such date
provided that Consolidated Debt shall exclude (A) the PPE Assumed Notes, 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.

"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) Pre-Opening Expenses, (vii) discontinued
operations and (viii) nonrecurring non-cash charges; provided that:



"Consolidated Interest Expense" means, for any period, net interest expense of the Borrower and its Subsidiaries for such period,
determined in accordance with generally accepted accounting principles.

"Consolidated Net Income" means, for any period, the consolidated net income of the Borrower and its Subsidiaries for such period
determined in accordance with generally accepted accounting principles.

"Consolidated Net Tangible Assets" means the total assets of the Borrower and its Subsidiaries, after deducting therefrom (a) all
current liabilities of the Borrower and its Subsidiaries (excluding (i) the current portion of long term indebtedness, (ii) inter-company liabilities, and (iii) any liabilities
which are by their terms renewable or extendable at the option of the obligor thereon to a time more than twelve months from the time as of which the amount thereof is being computed), and
(b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the latest consolidated balance sheet of the Borrower
prepared in accordance with generally accepted accounting principles.

"Covered Subsidiary" means at any time any Subsidiary of the Borrower that has consolidated assets in an amount greater than $5,000,000.

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"Debt" of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services,
except trade accounts payable arising in the ordinary course of business and obligations in the nature of deferred employee compensation to the extent that such deferred employee compensation
obligations do not exceed $150,000,000, in the aggregate, (iv) all obligations of such Person as lessee under leases which are capitalized in accordance with generally accepted accounting
principles, (v) all other obligations secured by a Lien on any asset of such Person, whether or not such obligations are otherwise an obligation of such Person, in an amount equal to the lesser
of the amount of the obligation so secured or the fair value of the assets subject to such Lien, and (vi) all obligations of others constituting "Debt" under the foregoing clauses of this
paragraph which are guaranteed by such
Person; it being understood that "Debt" does not include contingent obligations of such Person to reimburse any other Person in respect of surety bonds or letters of credit.

"Default" means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

"Distribution" means, with respect to any shares of capital stock or any warrant or option to purchase an equity security or other equity
security issued by the Borrower or any of its Subsidiaries, the declaration or payment by the issuer of any dividend or distribution in cash or in other property (other than capital stock, or any
warrants or options to purchase an equity security or other security of such Person) on or with respect to any such security, provided that no distribution by any Subsidiary of the Borrower that is
made pro rata to each of its equity holders shall be considered to be a Distribution.

"Dollars" and the sign "$" mean lawful money of the United States of America.

"Domestic Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City or Los Angeles are
authorized or required by law to close.

"Domestic Lending Office" means, as to each Lender, its office located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Lender may hereafter designate as its Domestic Lending Office by notice to the Borrower and
the Administrative Agent.

"Effective
Date" means the first date upon which each of the conditions precedent set forth in Section 3.02 of this Agreement are satisfied or waived in writing by the
Administrative Agent with the consent of all of the Lenders.

"Eligible Assignee" means (a) another Lender, (b) with respect to any Lender, any Affiliate of that Lender, (c) any
commercial bank having a combined capital and surplus of $500,000,000 or more, (d) any (i) savings bank, savings and loan association or similar financial institution or
(ii) insurance company which, in either case (A) has a net worth of $500,000,000 or more, (B) is regularly engaged in the business of lending money and extending credit under
credit facilities substantially similar to those extended under this Agreement and (C) is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as
a commercial bank and (e) any other financial institution (including a mutual fund or other fund) having total assets of $250,000,000 or more which meets the requirements set forth in
subclauses (B) and (C) of clause (d) above; provided that each Eligible Assignee must either (a) be organized under the laws of the United States of America, any State
thereof or the District of Columbia or (b) be organized under the laws of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a
political subdivision of such a country, and (i) act hereunder through a branch, agency or funding office

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located in the United States of America and (ii) is otherwise exempt from withholding of tax on interest and delivers a Form W8-ECI or W8-BEN or other appropriate tax
withholding form pursuant to Section 2.20 at the time of any assignment pursuant to Section 9.05.

"Environmental Laws" means any and all statutes, regulations, permits, licenses or other governmental restrictions relating to the
environment or to releases of petroleum or petroleum products, chemicals or toxic or hazardous substances or wastes into the environment.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

"ERISA Group" means the Borrower, any Subsidiary of the Borrower and all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with the Borrower or any Subsidiary of the Borrower, are treated as a single employer under Section 414 of the
Internal Revenue Code.

"Euro-Dollar Business Day" means any Domestic Business Day on which commercial banks are open for international business
(including dealings in Dollar deposits) in London.

"Euro-Dollar Lending Office" means, as to each Lender, its office, branch or affiliate located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Lender as it may
hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the Administrative Agent.

"Euro-Dollar Loan" means a Loan made or to be made by a Lender designated as such in accordance with the applicable Notice of
Borrowing or Notice of Conversion/Continuation and bearing interest with reference to the London Interbank Offered Rate.

"Euro-Dollar Margin" has the meaning set forth on the Pricing Schedule.

"Euro-Dollar Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System with deposits
exceeding five billion Dollars in respect of "eurocurrency liabilities" (or
in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Dollar Loans is determined or any category of extensions of credit
or other assets which includes loans by a non-United States office of any bank to United States residents).

"Event of Default" has the meaning set forth in Section 6.01.

"Excluded Taxes" means (a) taxes or assessments on or measured by or upon the overall net income, gross income or gross receipts of
lenders generally, and (b) franchise taxes levied upon lenders generally.

"Existing Short Term Facility" means the Short Term Credit Agreement dated as of November 27, 2001, among the Borrower, the lenders
named therein, and Bank of America, N.A., as Administrative Agent, as amended.

"Facility Fee Rate" has the meaning set forth on the Pricing Schedule.

"Federal Funds Rate" means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of l%) equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Domestic Business Day next

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succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic
Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for
such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

"Granting Lender" has the meaning set forth in Section 9.05(f).

"Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of
any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the holder of such Debt of
the payment thereof or to protect such holder against loss in respect thereof (in whole or in part), provided that the term Guarantee shall
not include (x) endorsements for collection or deposit in the ordinary course of business or (y) performance or completion guarantees. The term "Guarantee" used as a verb has a
corresponding meaning.

"Increased Commitments" has the meaning set forth in Section 2.24.

"Indemnitee" has the meaning set forth in Section 9.03(b).

"Interest Coverage Ratio" means, as of the last day of each fiscal quarter, the ratio of (a) Consolidated EBITDA for the four
fiscal quarters ending on that date, to (b) Consolidated Interest Expense for the same period.

"Interest Period" means, with respect to each Euro-Dollar Borrowing, the period commencing on the date of such Borrowing and
ending one week or 1, 2, 3 or 6 months thereafter, as the Borrower may elect in the applicable Notice of Borrowing or Notice of Conversion/Continuation; provided that:



"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.

"Investment Grade" means (i) with respect to S&P, a rating of BBB- or higher and (ii) with respect to Moody's, a
rating of Baa3 or higher.

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"Investment" means, when used in connection with any Person, any investment by or of that Person, whether by means of purchase or other
acquisition of stock or other debt securities or equity securities of any other Person. The amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases
or decreases in the value of such Investment.

"Lead Arranger" means Banc of America Securities LLC. Following the date of this Agreement, the Lead Arranger shall have no obligations or
liabilities under the Loan Documents.

"Lender" means each lender listed on the signature pages hereof and each Lender which accepts an assignment pursuant to
Section 9.05, and their respective successors.

"Leverage Ratio" means, as of each date of determination, the ratio of (a) Consolidated Debt on such date to
(b) Consolidated EBITDA for the four fiscal quarters ending on that date.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset. For the purposes of this Agreement, the Borrower or any Subsidiary of the Borrower shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest
of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Loan" means a Base Rate Loan or a Euro-Dollar Loan and "Loans" means Base Rate Loans or Euro-Dollar Loans or any
combination of the foregoing.

"Loan Documents" means this Agreement and the Notes.

"London Interbank Offered Rate" means, for the Interest Period applicable to each Euro-Dollar Loan, the average (rounded
upward, if necessary, to the nearest 1/100 of 1%) of the respective rates per annum at which deposits in Dollars are offered to the Administrative Agent in the London interbank market at approximately
11:00 A.M. (London time) two Euro-Dollar Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the
Euro-Dollar Loan of the Administrative Agent to which such Interest Period is to apply and for a period of time equal to such Interest Period.

"Margin Adjustment" has the meaning set forth in the Pricing Schedule.

"Material Adverse Effect" means, as of each date of determination, a material adverse effect on or change in the condition (financial or
otherwise), business, assets or results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole except any such effect or change resulting from (i) changes in
circumstances or conditions affecting the hotel, motel or travel industries in general or affecting any segment or region thereof in which they operate or (ii) changes in general economic or
business conditions in the United States.

"Material Plan" means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $25,000,000.

"Moody's" means Moody's Investors Service, Inc., and its successors.

"Multiemployer Plan" means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which
any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person
which ceased to be a member of the ERISA Group during such five year period.

"New Project" means each new hotel or resort project (as opposed to any project which consists of an extension or redevelopment of an
operating hotel or resort) having a development and construction

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budget in excess of $50,000,000 which hereafter receives a certificate of completion or occupancy and all relevant operational licenses, and in fact commences operations.

"Non-Recourse Debt" means Debt in respect of which the recourse of the holder of such Debt is limited to the assets securing
such Debt and such Debt does not constitute the general obligation of the Borrower or any Subsidiary of the Borrower.

"Notes" means promissory notes of the Borrower, substantially in the form of Exhibit B hereto, evidencing the obligation of the
Borrower to repay the Loans, and "Note" means any one of such promissory notes issued hereunder.

"Notice of Borrowing" has the meaning set forth in Section 2.02.

"Notice of Conversion\Continuation" has the meaning set forth in Section 2.05.

"Other Facilities" means the lending commitments of the Lenders under the Five Year Credit Agreement dated as of November 30, 1999
among Borrower, the Lenders party thereto and Bank of America, as Administrative Agent, as at any time amended.

"Parent" means, with respect to any Lender, any Person controlling such Lender.

"Park Place" means Park Place Entertainment Corporation, a Delaware corporation.

"PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

"Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or instrumentality thereof.

"Plan" means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of
any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for
employees of any Person which was at such time a member of the ERISA Group.

"PPE Assumed Notes" means the 7.00% senior notes of the Borrower due 2004 in the aggregate principal amount of $325,000,000 issued
pursuant to the Indenture, dated as of April 15, 1997 executed by the Borrower in favor of BNY Western Trust Company, as Trustee.

"Pre-Opening Expenses" means, with respect to any fiscal period, the amount of expenses (other than Consolidated Interest
Expense) incurred with respect to capital projects which are classified as "pre-opening expenses" on the applicable financial statements of Borrower and its Subsidiaries for such period,
prepared in accordance with generally accepted accounting principles.

"Pricing Certificate" means a Pricing Certificate substantially in the form of Exhibit C hereto, properly completed and signed by
an Authorized Officer.

"Prime Rate" means the rate of interest publicly announced from time to time by Bank of America as its "prime rate" or the similar prime
rate or reference rate announced by any successor Administrative Agent. Bank of America's prime rate is a rate set by Bank of America based upon various factors including Bank of America's costs and
desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the
Prime Rate announced by Bank of America or any

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successor Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

"Project Capital Expenditure" means any cash expenditure for or related to fixed assets or purchased intangibles that is treated as a
capital expenditure under Generally Accepted Accounting Principles, including any amount which is required to be treated as an asset subject to a Capital Lease Obligation, but excluding any capital
expenditure made to maintain, repair, refurbish or remodel any existing capital assets of Borrower or its Subsidiaries.

"Public Notice" means, without limitation, any filing or report made in accordance with the requirements of the Securities and Exchange
Commission (or any successor), any press release or public announcement made by the Borrower or any written notice the Borrower gives to the Administrative-Agent or the Lenders.

"Rating Agencies" means S&P and Moody's.

"Ratings Decline" means the occurrence on any date on or within 90 days after the date of the first public notice of (i) the
occurrence of an event described in clauses (i)-(iv) of the definition of "Change of Control" or (ii) the intention by the Borrower to effect such an event (which 90-day
period shall be extended so long as the rating of the senior debt of the Borrower is under publicly announced consideration for possible downgrade by either of the Rating Agencies) of a decrease in
the rating of the senior debt of the Borrower by both of the Rating Agencies to below Investment Grade.

"Redemption" means, with respect to any shares of capital stock or any warrant or option to purchase an equity security or other equity
security issued by the Borrower, the retirement, redemption, purchase or other acquisition for cash or for other property (other than capital stock, or any warrants or options to purchase an equity
security or other security of such Person) by the issuer of any such security.

"Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Required Lenders" means at any time Lenders having more than 50% of the aggregate amount of the Commitments or, if the Commitments shall
have been terminated, holding more than 50% of the sum of the aggregate unpaid principal amount of the Loans.

"Revolving Credit Period" means the period from and including the Effective Date to but not including the Termination Date.

"S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., and its successors.

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

"SPC" has the meaning set forth in Section 9.05(f).

"Subsidiary" means at any date any Person the accounts of which would be consolidated with those of the Borrower in its consolidated
financial statements as of such date in accordance with generally accepted accounting principles.

"Syndication Agents" means, collectively, Wachovia Bank, National Association, The Bank of New York and The Bank of Nova Scotia, in each
case in their capacity as syndication agents for the Lenders

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hereunder. In their capacities as such, the Syndication Agents shall have no rights, duties or obligations, and shall incur no liabilities, under this Agreement and the other Loan Documents which are
in addition to the other Lenders.

"Termination Date" means November 25, 2003 or such later date to which the Termination Date shall be extended pursuant to
Section 2.23, or, if such day is not a Domestic Business Day, the next preceding Domestic Business Day.

"Unfunded Liabilities" means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit
liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value
of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but
only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA

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).

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

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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 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.



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2.07Notes.



2.08Interest Rates.



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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 on the last Domestic
Business Day of each calendar quarter in arrears and upon the Termination Date (or earlier date of termination of the Commitments in their entirety) and, when paid, are non-refundable.

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 giving pro forma effect 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, such pro forma Leverage 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

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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 the pro forma Leverage 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 the later of (a) such occurrence and (b) the earlier of
(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.



2.17General Provisions as to Payments.



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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.

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

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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 (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

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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.



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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:



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 26, 2002:



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.The consolidated balance sheet of the Borrower and its Subsidiaries as of
December 31, 2001 and the related consolidated statements of income and cash flows for the fiscal year then ended set forth in the Borrower's 2001 Form 10-K, a copy of which
has been delivered to each of the Lenders, fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and
its Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year.



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, 2001. 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

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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 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; provided
that, 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 RatioDecember 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


5.10Interest Coverage Ratio.The Interest Coverage Ratio shall not, as of the last day of any fiscal quarter of
Borrower, be less than 2.50:1.00.

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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 4.75:1.00, from and after such Test Date and until the last day of a fiscal quarter of Borrower upon which the Leverage Ratio is reduced to 4.75:1.00),
Borrower shall not, and shall not permit its Subsidiaries to:



ARTICLE VI        DEFAULTS



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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; provided that 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.

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.

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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
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

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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 Agent's 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.

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

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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.



and
the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or
receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, subject to
clause (d) of this Section, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts
as will compensate such Lender for such increased cost or reduction (subject in the case of clause (a)(i), to delivery by such Lender of IRS form W-8 ECI or W-8
BEN pursuant to Section 2.18 that demonstrates complete exemption from United States withholding tax as of the date such Lender first became a party hereto).



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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

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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 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; provided that 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:                                                                                                                                                                                                                       
| |  | Mariel A. Joliet, Senior Vice President and Treasurer                                                                                                                                                                     
| |  | Address for Notices:                                                                                                                                                                                                      
| |  | Mariel A. Joliet,
Senior Vice President and Treasurer
Hilton Hotels Corporation
World Headquarters
9336 Civic Center Drive
Beverly Hills, California 90210
Telecopier: 310/205-7849                                       
| |  | BANK OF AMERICA, N.A., as Administrative Agent                                                                                                                                                                            
| |  | By:                                                                                                                                                                                                                       
| |  | Gina Meador, Vice President                                                                                                                                                                                               
| |  | Bank of America, N.A.
555 South Flower Street
17th Floor, Mail Code CA9-706-17-54
Los Angeles, California 90071
Attn: Gina Meador
Telecopier: 415/503-5069
Telephone: 213/345-1302
E-mail:eugenia.meador@bankofamerica.com
| |  |                                                                                                                                                                                                                           

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| |  | BANK OF AMERICA, N.A., as a Lender                                                                                                                                                                                                                                                 
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                                                                                                
| |  | Scott L. Faber, Managing Director                                                                                                                                                                                                                                                  
| |  | Address for Notices:                                                                                                                                                                                                                                                               
| |  | Bank of America, N.A.
Portfolio ManagementGaming & Leisure
555 South Flower Street
17th Floor, Mail Code CA9-706-17-54
Los Angeles, California 90071
Attn: Scott L. Faber, Managing Director
Telecopier: 213/345-1215
Telephone: 213/345-1196
E-mail:scott.faber@bankofamerica.com
| |  | With a copy to:                                                                                                                                                                                                                                                                    
| |  | Bank of America, N.A.
Client ManagementGaming & Leisure
555 South Flower Street
17th Floor, Mail Code CA9-706-17-54
Los Angeles, California 90071
Attn: William S. Newby, Managing Director
Telecopier: 213/345-1214
Telephone: 213/345-1194
E-mail:bill.newby@bankofamerica.com  
| |  |                                                                                                                                                                                                                                                                                    

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

---

| |  | THE BANK OF NOVA SCOTIA |                    | 
| |  | ----------------------- | ------------------ | 
| |  | By:                     | /s/ Bruce Ferguson | 
| |  | Title:                  | Managing Director  | 
| |  |                         |                    | 

---

| |  | WACHOVIA BANK, NATIONAL ASSOCIATION
| |  | -----------------------------------
| |  | By:                                
| |  | Title:                             
| |  |                                    

---

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

---

| |  | CREDIT SUISSE FIRST BOSTON, ACTING
THROUGH ITS CAYMAN ISLANDS BRANCH
| |  | --------------------------------------------------------------------
| |  | By:                                                                 
| |  | Title:                                                              
| |  |                                                                     

---

| |  | DEUTSCHEBANK TRUST COMPANY AMERICAS
| |  | -----------------------------------
| |  | By:                                
| |  | Title:                             
| |  |                                    

---

| |  | MORGAN STANLEY BANK
| |  | -------------------
| |  | By:                
| |  | Title:             
| |  |                    

---

| |  | UBS AG, STAMFORD BRANCH
| |  | -----------------------
| |  | By:                    
| |  | Title:                 
| |  | By:                    
| |  | Title:                 
| |  |                        

---

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

---

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

---

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

---

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

---

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

---

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

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

---

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

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