<PAGE>
                                                                  EXHIBIT 4.6



                           SHORT TERM CREDIT AGREEMENT

                                   dated as of

                                November 30, 1999

                                      among

                            HILTON HOTELS CORPORATION


              The Lenders and Syndication Agents Referred to Herein

                                       and


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

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

                         BANC OF AMERICA SECURITIES LLC
                       Lead Arranger and Sole Book Manager


<PAGE>

                                TABLE OF CONTENTS

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ARTICLE I

         DEFINITIONS..........................................................................................1
         1.01  Definitions....................................................................................1
         1.02  Accounting Terms and Determinations...........................................................13
         1.03  Types of Borrowings...........................................................................13

ARTICLE II

         THE CREDITS.........................................................................................14
         2.01  Commitments to Lend...........................................................................14
         2.02  Notice of Borrowings..........................................................................14
         2.03  [Reserved]....................................................................................14
         2.04  [Reserved]....................................................................................14
         2.05  Conversion and Continuation of Loans..........................................................14
         2.06  Notice to Lenders; Funding of Loans...........................................................15
         2.07  Notes.........................................................................................16
         2.08  Interest Rates................................................................................16
         2.09  Administrative Agency Fees....................................................................17
         2.10  Upfront Fees..................................................................................17
         2.11  Facility Fees.................................................................................17
         2.12  [Reserved]....................................................................................17
         2.13  Optional Termination or Reduction of Commitments by Borrower..................................17
         2.14  Optional Termination or Reduction of Commitments by the Lenders...............................17
         2.15  Scheduled Termination of Commitments..........................................................18
         2.16  Optional Prepayments..........................................................................18
         2.17  General Provisions as to Payments.............................................................18
         2.18  Funding Losses................................................................................19
         2.19  Computation of Interest and Fees..............................................................19
         2.20  Withholding Tax Exemption.....................................................................19
         2.21  [Reserved]....................................................................................20
         2.22  Regulation D Compensation.....................................................................20
         2.23  Extension of Termination Date.................................................................20
         2.24  Increased Commitments; Additional Lenders.....................................................21

ARTICLE III

         CONDITIONS..........................................................................................22
         3.01  Borrowings....................................................................................22
         3.02  Effective Date................................................................................22

                                      -i-

<PAGE>

ARTICLE IV

         REPRESENTATIONS AND WARRANTIES......................................................................24
         4.01  Corporate Existence and Power.................................................................24
         4.02  Corporate and Governmental Authorization; Contravention.......................................24
         4.03  Binding Effect................................................................................24
         4.04  Financial Information.........................................................................24
         4.05  Litigation....................................................................................24
         4.06  Compliance with ERISA.........................................................................25
         4.07  Taxes.........................................................................................25
         4.08  Significant Subsidiaries......................................................................25
         4.09  Not an Investment Company.....................................................................25
         4.10  Environmental Matters.........................................................................25
         4.11  Full Disclosure...............................................................................25
         4.12  The Promus Acquisition........................................................................26
         4.13  Year 2000.....................................................................................26

ARTICLE V

         COVENANTS...........................................................................................27
         5.01  Information...................................................................................27
         5.02  Maintenance of Property; Insurance............................................................29
         5.03  Conduct of Business and Maintenance of Existence..............................................29
         5.04  Compliance with Laws..........................................................................29
         5.05  Inspection of Property, Books and Records.....................................................29
         5.06  Negative Pledge...............................................................................30
         5.07  Consolidations, Mergers and Sales of Assets...................................................31
         5.08  Use of Proceeds...............................................................................31
         5.09  Leverage Ratio................................................................................31
         5.10  Interest Coverage Ratio.......................................................................31
         5.11  Year 2000.....................................................................................31

ARTICLE VI

         DEFAULTS............................................................................................33
         6.01  Events of Default.............................................................................33
         6.02  Notice of Default.............................................................................34

ARTICLE VII

         THE ADMINISTRATIVE AGENT............................................................................35
         7.01  Appointment and Authorization.................................................................35
         7.02  Administrative Agent and Affiliates...........................................................35
         7.03  Action by the Administrative Agent............................................................35
         7.04  Consultation with Experts.....................................................................35
         7.05  Liability of Agent............................................................................35
         7.06  Indemnification...............................................................................35

                                  -ii-

<PAGE>

         7.07  Credit Decision...............................................................................36
         7.08  Successor Agent...............................................................................36
         7.09  Administrative Agents' Fees...................................................................36

ARTICLE VIII

         CHANGE IN CIRCUMSTANCES.............................................................................37
         8.01  Basis for Determining Interest Rate Inadequate or Unfair......................................37
         8.02  Illegality....................................................................................37
         8.03  Increased Cost and Reduced Return.............................................................38
         8.04  Base Rate Loans Substituted for Affected Euro-Dollar Loans....................................39

ARTICLE IX

         MISCELLANEOUS.......................................................................................41
         9.01  Notices.......................................................................................41
         9.02  No Waivers....................................................................................41
         9.03  Expenses; Documentary Taxes; Indemnification..................................................41
         9.04  Amendments and Waivers........................................................................42
         9.05  Successors and Assigns........................................................................42
         9.06  New York Law; Submission to Jurisdiction......................................................45
         9.07  Counterparts; Integration.....................................................................45
         9.08  Several Obligations...........................................................................45
         9.09  Sharing of Set-Offs...........................................................................45
         9.10  WAIVER OF JURY TRIAL..........................................................................47
</TABLE>

SCHEDULES:

Pricing Schedule

EXHIBITS:

Exhibit A         -        Compliance Certificate
Exhibit B         -        Form of Note
Exhibit C         -        Pricing Certificate
Exhibit D         -        Form of Notice of Borrowing
Exhibit E         -        Reserved
Exhibit F         -        Reserved
Exhibit G         -        Reserved
Exhibit H         -        Reserved
Exhibit I         -        Opinion of Gibson, Dunn & Crutcher, LLP
Exhibit J         -        Assignment and Assumption Agreement
Exhibit K         -        Extension Agreement


                                       -iii-


<PAGE>

                           SHORT TERM CREDIT AGREEMENT


                  SHORT TERM CREDIT AGREEMENT dated as of November 30, 1999,
among HILTON HOTELS CORPORATION ("Borrower"), THE BANK OF NOVA SCOTIA, FIRST
UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who
are parties hereto from time to time, and BANK OF AMERICA, N.A., as
Administrative Agent. The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  1.01 DEFINITIONS. 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.

                                      -1-

<PAGE>

                  "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 next 1/100 of 1%) equal
to the HIGHER OF (a) the Reference 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).

                  "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.

                  "Change of Control" means the occurrence of a Rating
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

                                      -2-

<PAGE>

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 $450,000,000. 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.

                  "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) transactional
expenses associated with the Park Place Spin-Off and the Promus Acquisition,
(viii) discontinued operations and (ix) nonrecurring non-cash charges,
PROVIDED that:

                           (a) Consolidated EBITDA for any period shall be
         adjusted on a pro forma basis (i) to include (or exclude) amounts
         attributable to hotel operations acquired (or sold or otherwise
         discontinued) during such period as if such acquisition (or
         disposition) had occurred on the first day of such period and (ii) to
         include amounts (annualized on a simple arithmetic basis) attributable
         to hotel projects which commenced operations during such period and
         were in operation for at least one full fiscal quarter during such
         period;

                           (b) for purposes of determining Consolidated EBITDA
         for any period, Consolidated Net Income shall exclude any interest
         income attributable to the assumption or payment by Park Place of the
         PPE Assumed Notes;

                           (c) in calculating "Consolidated EBITDA" for that
         portion of any period occurring prior to the Effective Date,
         "Consolidated EBITDA" shall be computed on the basis of the combined
         operating results of the Borrower, Promus and their respective
         Subsidiaries for such periods reflected in the Pro Forma Combined
         Financial Statements; and

                                      -3-

<PAGE>

                           (d) the operating results of each New Project which
         commences operations and records not less than one full fiscal
         quarter's operations during the relevant period shall be annualized on
         a simple arithmetic basis.

                  "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, PROVIDED
that for that portion of any period occurring prior to the Effective Date,
"Consolidated Interest Expense" shall be computed on the basis of the net
interest expense allocated to the Borrower and its Subsidiaries and shown on the
Pro Forma Combined Financial Statements.

                  "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, PROVIDED
that for that portion of any period occurring prior to the Effective Date, such
consolidated net income shall be the pro forma combined net income of the
Borrower, Promus and their respective Subsidiaries for such periods reflected in
the Pro Forma Combined Financial Statements plus the Pro Forma Adjustments
applicable to that portion of such period.

                  "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.

                  "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 constituling "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.

                                      -4-

<PAGE>

                  "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.

                  "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
located in the United States of America and (ii) is otherwise exempt from
withholding of tax on interest and delivers appropriate Tax Withholding Forms
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.

                                      -5-


<PAGE>

                  "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 Hilton Facility" means the $1,750,000,000 Credit
Agreement dated as of October 18, 1996 among the Borrower, the lenders referred
to therein, Morgan Guaranty Trust Company of New York, as Documentation Agent,
and The Bank of New York, as Administrative Agent, as amended.

                  "Existing Hawaiian Village Facility" means the $500,000,000
Credit Agreement dated as of June 1, 1998 among Hilton Hawaiian Village LLC, as
borrower, the Borrower, as guarantor, the Banks, Syndication Agent and
Documentation Agent referred to therein, and The Bank of New York, as
Administrative Agent, as amended.


                  "Existing Promus Facility" means, collectively, (a) the
Tranche A Credit Agreement dated as of December 19, 1997 among Doubletree
Corporation, a Delaware corporation and a wholly-owned subsidiary of Promus, and
Promus Hotels, Inc., as borrowers, Promus and Promus Operating Company, Inc., a
Delaware corporation and a wholly-owned Subsidiary of Promus, as guarantors, the
lenders and agents party thereto and, NationsBank, N.A., as Agent , as amended
to the Effective Date, and (b) the Tranche B Credit Agreement dated as of
December 19, 1997 among the same parties, as amended as of the Effective Date.

                                      -6-


<PAGE>

                  "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 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.

                  "Gaming Segment" means the former gaming segment (as
"segment" is used in Regulation S-K and Regulation S-X of the Securities and
Exchange Commission) of the Borrower which, prior to December 31, 1998, was
comprised of assets and operations now principally owned and conducted by
Park Place.

                  "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 Commitment" has the meaning set forth in Section
2.24.

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

                  "Initial Year" means the period from the Effective Date
through November 30, 2000.

                  "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:

                                      -7-

<PAGE>

                           (a) any Interest Period which would otherwise end on
                  a day which is not a Euro-Dollar Business Day shall be
                  extended to the next succeeding Euro-Dollar Business Day
                  unless such Euro-Dollar Business Day falls in another calendar
                  month, in which case such Interest Period shall end on the
                  next preceding Euro-Dollar Business Day;

                           (b) any Interest Period which begins on the last
                  Euro-Dollar Business Day in a calendar month (or on a day for
                  which there is no numerically corresponding day in the
                  calendar month at the end of such Interest Period) shall,
                  subject to clause (a)(iii) below, end on the last Euro-Dollar
                  Business Day in the calendar month which is the last calendar
                  month which commences in such Interest Period; and

                           (c) any Interest Period which would otherwise end
                  after the Termination Date shall end on the Termination Date,
                  or, if such date is not a Euro-Dollar Business Day, then on
                  the next preceding Euro-Dollar Business Day.

                  "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.

                  "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 next higher 1/16 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

                                      -8-

<PAGE>

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 (or, for purposes of
Section 3.02(h), of the Borrower and Promus and their respective subsidiaries,
taken as a whole and on a pro forma combined consolidated basis) 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, (ii) changes in general
economic or business conditions in the United States, or (iii) the transactions
contemplated by the Promus Merger Agreement or the announcement thereof,
including but not limited to any stockholder litigation brought or threatened in
respect of the Promus Merger Agreement or the Promus Acquisition.

                  "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 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.


                                      -9-


<PAGE>

                  "Other New Facilities" means the lending commitments of the
Lenders under the Five Year Credit Agreement of even date herewith among
Borrower, the Lenders party thereto and Bank of America, as Administrative
Agent.

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

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

                  "Park Place Spin-Off" means (a) the transfer to Park Place of
the assets comprising the former Gaming Segment of Borrower, and (b) the
distribution by the Borrower to its stockholders of all capital stock of Park
Place by the Borrower, each of which occurred on December 31, 1998.

                  "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, 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 7.35% senior notes of the
Borrower due 2002 in the aggregate principal amount of $300,000,000 and 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 (or, with respect to that portion of any period
occurring prior to September 30, 1999, the Pro Forma Combined Financial
Statements), 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.


                                      -10-


<PAGE>

                  "Pro Forma Adjustment" means an adjustment to the amount of
Consolidated Net Income set forth in the Pro Forma Combined Financial Statements
for the period prior to the Effective Date reflecting anticipated synergies from
the Merger (on a pro forma combined basis) equal in each fiscal period set forth
below to the amount set forth opposite that fiscal period:

<TABLE>
<CAPTION>
                  Fiscal Period                           Pro Forma Adjustment
                  -------------                           --------------------
<S>                                                       <C>
                  January 1 through March 31, 1999             $10,000,000
                  April 1 through June 30, 1999                $10,000,000
                  July 1 through September 30, 1999            $10,000,000
                  October 1 through December 31, 1999           $9,500,000.
</TABLE>

                  Pro Forma Combined Financial Statements" means (a) from the
Effective Date until the Borrower delivers the pro forma combined financial
statements described in Section 5.01(a), the pro forma combined financial
statements of the Borrower and its Subsidiaries (exclusive of its former
Gaming Segment) and Promus and its Subsidiaries for the twelve month period
ended September 30, 1999 heretofore delivered by the Borrower to the
Administrative Agent and each Lender, and (b) thereafter, the pro forma
combined financial statements for the twelve month period ended December 31,
1999, so delivered.

                  "Promus" means Promus Hotel Corporation, Inc., a Delaware
corporation.

                  "Promus Acquisition" means the merger of Promus with a
Subsidiary of the Borrower on the Effective Date pursuant to the Promus Merger
Agreement, as a result of which the Borrower will own, directly or indirectly,
all of the issued and outstanding capital stock of the corporation surviving
such merger.

                  "Promus Merger Agreement" means the Agreement and Plan of
Merger dated as of September 3, 1999 among the Borrower, Promus, and PRH
Acquisition Corporation, (formerly known as Chicago Hilton, Inc.), a Delaware
corporation and a wholly-owned subsidiary of the Borrower.

                  "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.

                  "Rating 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.


                                      -11-


<PAGE>

                  "Reference Rate" means the rate of interest publicly announced
from time to time by Bank of America as its "prime rate" or "reference rate" or
the similar prime rate or reference rate announced by any successor
Administrative Agent. Bank of America's reference 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 Reference Rate announced by Bank of
America or any successor Administrative Agent shall take effect at the opening
of business on the day specified in the public announcement of such change.

                  "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.

                  "Solvent" as to any Person shall mean that (a) the sum of the
assets of such Person, both at a fair valuation and at present fair saleable
value, exceeds its liabilities, including its probable liability in respect of
contingent liabilities, (b) such Person will have sufficient capital with which
to conduct its business as presently conducted and as proposed to be conducted
and (c) such Person has not incurred debts, and does not intend to incur debts,
beyond its ability to pay such debts as they mature. For purposes of this
definition, "debt" means any liability on a claim, and "claim" means (x) a right
to payment, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured, or (y) a right to an equitable remedy
for breach of performance if such breach gives rise to a payment, whether or not
such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured or unsecured. With respect to
any such contingent liabilities, such liabilities shall be computed at the
amount which, in light of all the facts and circumstances existing at the time,
represents the present value of the amount which can reasonably be expected to
become an actual or matured liability.

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


                                      -12-


<PAGE>

                  "Subsidiary" means at any date any Subsidiary of the Borrower
or other entity the accounts of which would be consolidated with those of the
Borrower in its consolidated financial statements as of such date.

                  "Syndication Agents" means, collectively, The Bank of Nova
Scotia, First Union National Bank and Wachovia Bank. The Syndication Agents
shall have no rights, duties or obligations under this Agreement which are in
addition to the other Lenders.

                  "Tax Withholding Forms" has the meaning set forth in Section
2.20.

                  "Termination Date" means November 28, 2000 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.

                  "Year 2000 Issue" means any inability of computer software,
hardware and firmware systems, and equipment containing embedded computer chips,
to properly receive, transmit, process, manipulate, store, retrieve, re-transmit
or in any other way utilize data and information due to the occurrence of the
year 2000 or the inclusion of dates on or after January 1, 2000.

                  1.02 ACCOUNTING 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.

                  1.03 TYPES 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).


                                      -13-


<PAGE>

                                   ARTICLE II

                                   THE CREDITS

                  2.01 COMMITMENTS 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.

                  2.02 NOTICE 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:

                           (a) the date of such Borrowing, which shall be a
         Domestic Business Day in the case of a Base Rate Borrowing or a
         Euro-Dollar Business Day in the case of a Euro- Dollar Borrowing;

                           (b) the aggregate amount of such Borrowing;

                           (c) whether the Loans comprising such Borrowing are
         to be Base Rate Loans or Euro-Dollar Loans; and

                           (d) in the case of a Euro-Dollar Borrowing, the
         duration of the Interest Period applicable thereto, subject to the
         provisions of the definition of Interest Period.

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].

                  2.05 CONVERSION 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.


                                      -14-


<PAGE>

                  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.

                  2.06  NOTICE TO LENDERS; FUNDING OF LOANS.

                           (a) Upon receipt of a Notice of Borrowing or a Notice
         of Conversion\Continuation, the Administrative Agent shall promptly
         notify each Lender of the contents thereof and of such Lender's share
         (if any) of such Borrowing and such Notice of Borrowing or Notice of
         Conversion\Continuation shall not thereafter be revocable by the
         Borrower.

                           (b) Not later than 11:00 A.M. (California local time)
         on the date of each Borrowing, each Lender participating therein shall
         (except as provided in subsection (c) of this Section) make available
         its share of such Borrowing in Dollars, in federal or other funds
         immediately available to the Administrative Agent at its address
         referred to in Section 9.01. Unless the Administrative Agent determines
         that any applicable condition specified in Article III has not been
         satisfied, the Administrative Agent will make the funds so received
         from the Lenders available to the Borrower at the Administrative
         Agent's aforesaid address or place.

                           (c) Unless the Administrative Agent shall have
         received notice from a Lender prior to the date of any Borrowing that
         such Lender will not make available to the Administrative Agent such
         Lender's share of such Borrowing, the Administrative Agent may assume
         that such Lender has made such share available to the Administrative
         Agent on the date of such Borrowing in accordance with Section 2.06(b)
         and the Administrative Agent may, in reliance upon such assumption,
         make available to the Borrower on such date a corresponding amount. If
         and to the extent that such Lender shall not have so made such share
         available to the Administrative Agent, such Lender and the Borrower
         severally agree to repay to the Administrative Agent forthwith on
         demand such corresponding amount together with interest thereon, for
         each day from the date (and including the date) such amount is made
         available to the Borrower to (but excluding) the date such amount is
         repaid to the Administrative Agent, at (i) in the case of the Borrower,
         a rate per annum equal to the higher of the Federal Funds Rate and the
         interest rate applicable thereto pursuant to Section 2.08 and (ii) in
         the case of such Lender, the Federal Funds Rate. If such Lender shall
         repay to the Administrative Agent such corresponding amount, such
         amount so repaid shall constitute such


                                      -15-


<PAGE>

         Lender's Loan included in such Borrowing for purposes of this
         Agreement. If the Borrower pays interest under this subsection (c) at
         the Federal Funds Rate and the Federal Funds Rate is higher than the
         interest rate applicable thereto pursuant to Section 2.08, the
         applicable Lender shall pay the Borrower the difference between such
         rates.

                  2.07  NOTES.

                           (a) The Loans of each Lender shall be evidenced by a
         single Note payable to the order of such Lender for the account of its
         Applicable Lending Office in an amount equal to the aggregate unpaid
         principal amount of such Lender's Commitment.

                           (b) [Reserved].

                           (c) Upon receipt of each Lender's Note pursuant to
         Section 3.02(b), the Administrative Agent shall forward such Note to
         such Lender. Each Lender shall record the date, amount, type and
         maturity of each Loan made by it and the date and amount of each
         payment of principal made by the Borrower with respect thereto, and
         may, if such Lender so elects in connection with any transfer or
         enforcement of its Note, endorse on the schedule forming a part thereof
         appropriate notations to evidence the foregoing information with
         respect to each such Loan then outstanding; provided that the failure
         of any Lender to make any such recordation or endorsement shall not
         affect the obligations of the Borrower hereunder or under the Notes.
         Each Lender is hereby irrevocably authorized by the Borrower so to
         endorse its Note and to attach to and make a part of its Note a
         continuation of any such schedule as and when required.

                  2.08 INTEREST 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 Rate PLUS the Base
Rate Margin PLUS 2%. 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 day PLUS (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


                                      -16-


<PAGE>

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.

                  2.09 ADMINISTRATIVE 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.

                  2.10 UPFRONT 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.

                  2.11 FACILITY 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.

                  2.12  [RESERVED].

                  2.13 OPTIONAL 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.

                  2.14 OPTIONAL TERMINATION OR REDUCTION 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


                                      -17-


<PAGE>

(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.

                  2.15 SCHEDULED 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.

                  2.16  OPTIONAL PREPAYMENTS.

                           (a) Subject in the case of any Euro-Dollar Borrowing
         to Section 2.18, the Borrower may, upon at least one Domestic Business
         Day's notice to the Administrative Agent, prepay any Base Rate
         Borrowing or upon at least three Euro-Dollar Business Days' notice to
         the Administrative Agent, with respect to any Euro-Dollar Borrowing,
         prepay any Euro-Dollar Borrowing, in each case in whole at any time, or
         from time to time in part in amounts aggregating $10,000,000 or any
         larger multiple of $1,000,000, by paying the principal amount to be
         prepaid together with accrued interest thereon to the date of
         prepayment. Each such optional prepayment shall be applied to prepay
         ratably the Loans of the several Lenders included in such Borrowing.

                           (b) [Reserved].

                           (c) Upon receipt of a notice of prepayment pursuant
         to this Section, the Administrative Agent shall promptly notify each
         Lender of the contents thereof and of such Lender's ratable share (if
         any) of such prepayment and such notice shall not thereafter be
         revocable by the Borrower.

                  2.17  GENERAL PROVISIONS AS TO PAYMENTS.

                           (a) The Borrower shall make each payment of principal
         of, and interest on, Loans and of fees hereunder, in Dollars not later
         than 11:00 A.M. (California local time) on the date when due, in
         federal or other immediately available funds, to the Administrative
         Agent at its address referred to in Section 9.01, without offset or
         counterclaim. The Administrative Agent will promptly distribute to each
         Lender its ratable share of each such payment received by the
         Administrative Agent for the account of the Lenders, in Dollars and in
         the type of funds received by the Administrative Agent. Whenever any
         payment of principal of, or interest on, the Base Rate Loans or of fees
         shall be due on a day which is not a Domestic Business Day, the date
         for payment thereof shall be extended to the next succeeding Domestic
         Business Day. Whenever any payment of principal of, or interest on, the
         Euro-Dollar Loans or shall be due on a day which is not a Euro-Dollar
         Business Day, the date for payment thereof shall be extended to the
         next succeeding Euro-Dollar Business Day unless such Euro-Dollar
         Business Day falls in another calendar month, in which case the date
         for payment thereof shall be the next preceding Euro-Dollar Business
         Day. If the


                                      -18-


<PAGE>

         date for any payment of principal is extended by operation of law or
         otherwise, interest thereon shall be payable for such extended time.

                           (b) Unless the Administrative Agent shall have
         received notice from the Borrower prior to the date on which any
         payment is due to the Lenders hereunder that the Borrower will not make
         such payment in full, the Administrative Agent may assume that the
         Borrower has made such payment in full to the Administrative Agent on
         such date and the Administrative Agent may, in reliance upon such
         assumption, cause to be distributed to each Lender on such due date an
         amount equal to the amount then due such Lender. If and to the extent
         that the Borrower shall not have so made such payment, each Lender
         shall repay to the Administrative Agent forthwith on demand such amount
         distributed to such Lender together with interest thereon, for each day
         from the date such amount is distributed to such Lender until the date
         such Lender repays such amount to the Administrative Agent, at the
         Federal Funds Rate.

                  2.18 FUNDING 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.

                  2.19 COMPUTATION OF INTEREST AND FEES. Interest based on the
Reference 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).

                  2.20 WITHHOLDING 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 Forms 1001, 4224 or
W-8 ECI, or their successor forms ("Tax Withholding Forms"), in each case as
required to demonstrate and certify 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 Tax Withholding Forms 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


                                      -19-

<PAGE>

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 the Loan Documents 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].

                  2.22 REGULATION 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.

                  2.23 EXTENSION OF 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(b), 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 33 1/3% 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


                                      -20-
<PAGE>

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
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 66 2/3% 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 K
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.

                  2.24 INCREASED COMMITMENTS; ADDITIONAL LENDERS.

                  (a) Following the Effective Date, the Borrower may from time
to time, propose to increase the aggregate amount of the Commitments in
accordance with this Section. The aggregate principal amount of the increases to
the Commitments made pursuant to this Section (the amount of any such increase,
the "Increased Commitments"), when aggregated with the principal amount of any
increases to the Other New Facilities made pursuant to Section 2.24 thereof,
shall not exceed $500,000,000. Borrower shall provide at least 30 days' notice
to the Administrative Agent (which shall promptly provide a copy of such notice
to the Lenders) of any requested Increased Commitments. Each Lender party to
this Agreement at such time shall have the right (but not the obligation), for a
period of 15 days following receipt of such notice, to elect by notice to the
Borrower and the Administrative Agent to increase its Commitment by a principal
amount which bears the same ratio to the Increased Commitments as its then
Commitment bears to the aggregate Commitments then existing. No Lender which
fails to respond shall be deemed to have elected to increase its Commitment in
response to a notice by the Borrower under this Section.

                  (b) If any Lender party to this Agreement elects not to
increase its Commitment pursuant to subsection (a) of this Section, the Borrower
may designate another lender which qualifies as an Eligible Assignee (which may
be, but need not be, one or more of the existing Lenders) which at the time
agrees to (i) in the case of any such designated Lender that is an existing
Lender, increase its Commitment and (ii) in the case of any other such lender
(an "Additional Lender"), become a party to this Agreement. The sum of the
increases in the Commitments of the existing Lenders pursuant to this subsection
(b) plus the Commitments of the Additional Lenders shall not in the aggregate
exceed the unsubscribed amount of the Increased Commitments.

                  (c) An increase in the aggregate amount of the Commitments
pursuant to this Section 2.24 shall become effective upon the receipt by the
Administrative Agent of an agreement in form and substance satisfactory to
the Administrative Agent signed by the Borrower, by each Additional Lender
and by each other Lender whose Commitment is to be increased, setting forth
the new Commitments of such Lenders and setting forth the agreement of each
Additional Lender to become a party to this Agreement and to be bound by all
the terms and provisions hereof, together with such evidence of appropriate
corporate authorization on the part of the Borrower with respect to the
Increased Commitments and such opinions of counsel for the Borrower with
respect to the Increased Commitments as the Administrative Agent may
reasonably request.


                                      -21-
<PAGE>


                                      -22-
<PAGE>

                                   ARTICLE III

                                   CONDITIONS

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

                           (a) receipt by the Administrative Agent of a Notice
         of Borrowing as required by Section 2.02;

                           (b) immediately after such Borrowing the sum of the
         aggregate outstanding principal amount of the Loans and will not exceed
         the aggregate amount of the Commitments;

                           (c) immediately before and after such Borrowing no
         Default or Event of Default shall have occurred and be continuing; and

                           (d) the representations and warranties of the
         Borrower contained in this Agreement (except the representations and
         warranties set forth in Section 4.04(b) and Section 4.05, in each case
         as to any matter which has theretofore been disclosed in writing by the
         Borrower to the Lenders) shall be true on and as of the date of such
         Borrowing.

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
(b), (c) and (d) of this Section.

                  3.02 EFFECTIVE 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):

                           (a) receipt by the Administrative Agent of
         counterparts hereof signed by each of the parties hereto (or, in the
         case of any party as to which an executed counterpart shall not have
         been received, receipt by the Administrative Agent in form satisfactory
         to it of telegraphic, telex or other written confirmation from such
         party of execution of a counterpart hereof by such party); and

                           (b) receipt by the Administrative Agent for the
         account of each Lender of a duly executed Note dated as of the
         Effective Date;

                           (c) receipt by the Administrative Agent of an opinion
         of Gibson, Dunn & Crutcher, LLP substantially in the form of Exhibit I
         hereto;

                           (d) All conditions precedent to the Borrower's
         obligations to consummate the Promus Acquisition shall have been
         satisfied or waived with the consent of the Required Lenders.

                           (e) receipt by the Administrative Agent of evidence
         acceptable to the Administrative Agent that the Promus Acquisition and
         the other transactions contemplated


                                      -23-
<PAGE>

         hereby to occur on the Effective Date have been or shall concurrently
         be consummated in material compliance with all applicable laws and all
         regulatory requirements (including without limitation the Hart-Scott-
         Rodino Act but excluding any regulatory requirements consisting of
         consents to the transfer of liquor licenses); that all governmental
         and shareholder consents and approvals necessary in connection
         therewith have been obtained; that all third party consents required
         in connection therewith have been obtained (in the case of such third
         party consents, except to the extent that the failure to obtain the
         same would not, individually or in the aggregate, have a Material
         Adverse Effect) and all such consents and approvals shall be in force
         and effect and all applicable waiting periods shall have expired
         without any action being taken by any authority that restrains,
         prevents or imposes any material adverse conditions upon the Promus
         Acquisition;

                           (f) arrangements satisfactory to the Administrative
         Agent for the repayment of all loans (if any) outstanding under the
         Existing Promus Facility, the termination of that facility and of any
         related liens and the termination of all capital lease facilities for
         which Promus and its Subsidiaries have any liability (except as to
         customary surviving indemnities and other contingent obligations) and
         the payment of all interest and fees accrued thereunder shall have been
         made;

                           (g) receipt by the Administrative Agent of all
         documents it may reasonably request relating to the existence of the
         Borrower, the corporate authority for and the validity of the Loan
         Documents, and any other matters relevant hereto, all in form and
         substance satisfactory to the Administrative Agent;

                           (h) there shall not have occurred a Material Adverse
         Effect since December 31, 1998;

                           (i) the Other New Facilities shall be in a position
         to concurrently close and be funded, as applicable;

                           (j) the Borrower and the requisite lenders under the
         Existing Hilton Facility shall have entered into, or shall concurrently
         enter into, an amendment thereto substantially in the form thereof
         heretofore distributed to the Lenders;

                           (k) receipt by the Administrative Agent and the Lead
         Arranger of the fees required to be paid on the Effective Date by the
         letter agreement referred to in Sections 2.09, 2.10 and 7.09; and

                           (l) the Effective Date shall have occurred prior to
December 2, 1999.

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.


                                      -24-
<PAGE>

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants that:

                  4.01 CORPORATE 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.

                  4.02 CORPORATE 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.

                  4.03 BINDING 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.

                  4.04  FINANCIAL INFORMATION.

                           (a) The Pro Forma Combined Financial Statements
         delivered as of the date hereof (i) are derived from (y) the audited
         financial statements of the Borrower set forth in the Borrower's 1998
         Form 10-K, and the unaudited financial statements of the Borrower set
         forth in the Borrower's Form 10-Q for the period ended September 30,
         1999, and (z) the audited financial statements of Promus set forth in
         Promus's 1998 Form 10-K and the unaudited financial statements of
         Promus set forth in Promus's Form 10-Q for the period ended September
         30, 1999, and (ii) fairly present in all material respects, in
         conformity with generally accepted accounting principles, the pro forma
         combined financial position of the Borrower, Promus and their
         respective Subsidiaries as of such date and their consolidated results
         of operations and cash flows for such fiscal year; and

                           (b) Since December 31, 1998, there has been no
Material Adverse Effect.

                  4.05 LITIGATION. Except as disclosed in the Form 10-Q
reports dated as of September 30, 1999 for the Borrower and Promus, 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


                                      -25-
<PAGE>

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 the litigation reported in the Form 10-Q
reports as of September 30, 1999, for the Borrower and Promus, (a) the
disclosure contained therein was accurate as of the date thereof, and (b)
since such date there has been no adverse development which would reasonably
be expected to have a Material Adverse Effect.

                  4.06 COMPLIANCE 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.

                  4.07 TAXES. The United States federal income tax returns of
the Borrower and its Subsidiaries and of Promus and its Subsidiaries have
been filed through the fiscal year ended December 31, 1998. 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.

                  4.08 SIGNIFICANT 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.

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

                  4.10 ENVIRONMENTAL 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.

                  4.11 FULL DISCLOSURE. All information heretofore furnished
by Promus and 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


                                      -26-
<PAGE>

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.

                  4.12 THE PROMUS ACQUISITION. As of the Effective Date, the
Promus Acquisition has been consummated in material compliance with all
applicable laws and all regulatory requirements (including without limitation
the Hart-Scott-Rodino Act but excluding any regulatory requirements
consisting of consents to the transfer of liquor licenses); all governmental
and shareholder consents and approvals necessary in connection therewith have
been obtained; all third party consents required in connection therewith have
been obtained (in the case of such third party consents, except to the extent
that the failure to obtain the same would not, individually or in the
aggregate, have a Material Adverse Effect) and all such consents and
approvals are in force and effect and all applicable waiting periods have
expired without any action being taken by any authority that restrains,
prevents or imposes any material adverse conditions upon the Promus
Acquisition. Giving effect to the Promus Acquisition, as of the Effective
Date, Borrower and its Significant Subsidiaries are, on a consolidated basis,
Solvent.

                  4.13 YEAR 2000. Borrower and its Subsidiaries have reviewed
the effect of the Year 2000 Issue on the computer software, hardware and
firmware systems and equipment containing embedded microchips owned or
operated by or for Borrower and its Subsidiaries. The costs to Borrower and
its Subsidiaries which are anticipated as of the date hereof of any
reprogramming required as a result of the Year 2000 Issue to permit the
proper functioning of such systems and equipment and the proper processing of
data, and the testing of such reprogramming, and of required systems changes
are not reasonably expected to result in a Default or to have a Material
Adverse Effect.


                                      -27-


<PAGE>

                                    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:

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

                           (a) as soon as available and in any event no later
         than March 31, 2000, a pro forma combined statement of income of the
         Borrower, Promus and their respective Subsidiaries for the period
         commencing January 1, 1999 and ending on December 1, 1999, and a pro
         forma combined balance sheet of the Borrower, Promus and their
         respective Subsidiaries as at December 31, 1999, in each case prepared
         in a manner consistent with the Pro Forma Combined Financial Statements
         delivered to the Administrative Agent and the Lenders prior to the date
         hereof;

                           (b) as soon as available and in any event within 90
         days after the end of each fiscal year of the Borrower, the
         consolidated balance sheet of the Borrower and its Subsidiaries as of
         the end of such fiscal year and the related consolidated statements of
         income and cash flows for such fiscal year, setting forth in each case
         in comparative form the figures as of the end of and for the previous
         fiscal year, all reported on in a manner acceptable to the Securities
         and Exchange Commission by Arthur Andersen LLP or other independent
         public accountants of nationally recognized standing;

                           (c) as soon as available and in any event within 60
         days after the end of each of the first three quarters of each fiscal
         year of the Borrower, the consolidated balance sheet of the Borrower
         and its Subsidiaries as of the end of such quarter and the related
         consolidated statements of income and cash flows for such quarter and
         for the portion of the Borrower's fiscal year ended at the end of such
         quarter, setting forth in the case of such statements of income and
         cash flows in comparative form the figures for the corresponding
         quarter and the corresponding portion of the Borrower's previous fiscal
         year, all certified (subject to normal year-end adjustments) as to
         fairness of presentation, generally accepted accounting principles and
         consistency by an Authorized Officer;

                           (d) simultaneously with the delivery of each set of
         financial statements referred to in clauses (b) and (c) above, a
         Compliance Certificate (i) setting forth in reasonable detail the
         calculations required to establish whether the Borrower was in
         compliance with the requirements of Section 5.06, Section 5.09 and
         Section 5.10 on the date of such financial statements, and (ii) stating
         whether any Default exists on the date of such Compliance Certificate
         and, if any Default then exists, setting forth the details thereof and
         the action which the Borrower is taking or proposes to take with
         respect thereto;

                           (e) simultaneously with the delivery of each set of
         financial statements referred to in clause (b) above, a statement of
         the firm of independent public accountants which reported on such
         statements (i) whether anything has come to their attention to cause



                                      -28-


<PAGE>

         them to believe that any Default existed on the date of such statements
         and (ii) confirming the calculations set forth in the officer's
         certificate delivered simultaneously therewith;

                           (f) as soon as available and in any event not later
         than the last day of February of each year, a completed Pricing
         Certificate as of December 31 of the prior year;

                           (g) within five Domestic Business Days of any officer
         of the Borrower obtaining knowledge of any Default, if such Default is
         then continuing, a certificate of an Authorized Officer setting forth
         the details thereof and the action which the Borrower is taking or
         proposes to take with respect thereto;

                           (h) promptly upon the mailing thereof to the
         shareholders of the Borrower generally, copies of all financial
         statements, reports and proxy statements so mailed;

                           (i) promptly upon the filing thereof, copies of all
         registration statements (other than the exhibits thereto and any
         registration statements on Form S-8 or its equivalent) and reports on
         Forms 10-K, 10-Q and 8-K (or their equivalents) which the Borrower
         shall have filed with the Securities and Exchange Commission;

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

                           (k) forthwith, notice of any change of which the
         Borrower becomes aware in the rating by S&P or Moody's, of the
         Borrower's outstanding senior unsecured long-term debt securities; and


                                      -29-


<PAGE>

                           (l) from time to time such additional information
         regarding the financial position or business of the Borrower as the
         Administrative Agent, at the request of any Lender, may reasonably
         request.

                  5.02  MAINTENANCE OF PROPERTY; INSURANCE.

                           (a) The Borrower will keep, and will cause each
         Significant Subsidiary to keep, all property useful and necessary in
         its business in good working order and condition, ordinary wear and
         tear excepted, except where failure to do so would not have a material
         adverse effect on the business, financial position, results of
         operations or prospects of the Borrower and its Subsidiaries,
         considered as a whole.

                           (b) The Borrower will, and will cause each of its
         Significant Subsidiaries to, maintain (either in the name of the
         Borrower or in such Subsidiary's own name) with financially sound and
         responsible insurance companies, insurance on all their respective
         properties in at least such amounts and against at least such risks
         (and with such risk retention) as are usually insured against in the
         same general area by companies of established repute engaged in the
         same or a similar business and will furnish to the Lenders, upon
         request from the Administrative Agent, information presented in
         reasonable detail as to the insurance so carried. Notwithstanding the
         foregoing, the Borrower may self-insure with respect to such risks with
         respect to which companies of established repute engaged in the same or
         similar business in the same general area usually self-insure.

                  5.03 CONDUCT 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 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.

                  5.04 COMPLIANCE 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.

                  5.05 INSPECTION 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;


                                      -30-


<PAGE>

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.

                  5.06 NEGATIVE 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:

                           (a) Liens existing as of the Effective Date;

                           (b) any Lien existing on any asset of any Person at
         the time such Person becomes a Subsidiary of the Borrower or at the
         time such Person is merged or consolidated with or into the Borrower or
         a Subsidiary of the Borrower, in each case where the Lien is not
         created in contemplation of such event;

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

                           (d) any Lien existing on any asset prior to the
         acquisition thereof by the Borrower or a Subsidiary of the Borrower and
         not created in contemplation of such acquisition;

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

                           (f) Liens arising in the ordinary course of its
         business which (i) do not secure Debt, (ii) do not secure any single
         obligation in an amount exceeding $50,000,000 and (iii) do not in the
         aggregate materially detract from the value of its assets or materially
         impair the use thereof in the operation of its business;

                           (g) Liens securing Debt of a Subsidiary of the
         Borrower to the Borrower or another Subsidiary of the Borrower; and

                           (h) Liens not otherwise permitted by the foregoing
         clauses of this Section encumbering assets of the Borrower and its
         Subsidiaries having an aggregate fair


                                      -31-

<PAGE>

         market value which is not in excess of 10% of Consolidated Net Tangible
         Assets (determined, in each case, by reference to the Pro Forma
         Combined Financial Statements or, if then delivered, as of the most
         recent date for which Borrower has delivered its financial statements
         under Section 5.01(b) or Section 5.01(c), as applicable).

                  5.07 CONSOLIDATIONS, 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.

                  5.08 USE 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 (a) on the Effective Date, to
(i) finance a portion of the cash consideration payable in connection with the
Promus Acquisition, and (ii) to refinance all of the outstanding obligations
under the Existing Promus Facility, and (iii) to pay transactional and other
expenses associated herewith, with the Promus Acquisition, the refinancing of
the Existing Promus Facility and the amendment of the Existing Hilton Facility
and Existing Hawaiian Village Facility, and (b), thereafter, for 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.

                  5.09 LEVERAGE 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:

<TABLE>
<CAPTION>
                  FISCAL QUARTERS ENDING                             MAXIMUM RATIO
                  ----------------------                             -------------
<S>                                                                  <C>
                  September 30, 1999 through and
                  including December 31, 2000                        5.00:1.00

                  March 31, 2001 through and including
                  March 31, 2002                                     4.75:1.00

                  Thereafter                                         4.50:1.00.
</TABLE>

                  5.10 INTEREST 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.

                  5.11 YEAR 2000. Borrower shall promptly and in any event prior
to December 15, 1999 make, and shall cause each of its Subsidiaries so to make,
all required systems changes, in computer software, hardware and firmware
systems and equipment containing embedded microchips owned or operated by or for
Borrower and its Subsidiaries required as a result of the Year 2000 Issue to
permit the proper functioning of such computer systems and other equipment,
except to the extent that the failure to take any such action would not
reasonably be expected to result in a Default or to


                                      -32-
<PAGE>

have a Material Adverse Effect. At the request of any Lender, Borrower shall
provide, and shall cause each of its Subsidiaries to provide, to such Lender
reasonable assurance of its compliance with the preceding sentence.


                                      -33-
<PAGE>

                                   ARTICLE VI

                                    DEFAULTS

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

                           (a) the Borrower shall fail to (i) pay when due any
         principal of any Loan under this Agreement or (ii) pay within five days
         of the due date thereof any interest, fees or other amount payable
         hereunder;

                           (b) the Borrower shall fail to observe or perform any
         covenant contained in Sections 5.06 to 5.10, inclusive;

                           (c) the Borrower shall fail to observe or perform any
         covenant or agreement contained in this Agreement (other than those
         covered by clause (a) or (b) above) for 7 days after written notice
         thereof has been given to the Borrower by the Administrative Agent at
         the request of any Lender;

                           (d) any representation, warranty, certification or
         statement made or deemed made by the Borrower in this Agreement or in
         any certificate, financial statement or other document delivered
         pursuant to this Agreement shall prove to have been incorrect in any
         material respect when made (or deemed made);

                           (e) the Borrower or any Covered Subsidiary or any
         Significant Subsidiary shall fail to make any payment in respect of any
         Debt (other than the Notes and Non-Recourse Debt) when due or within
         any applicable grace period and the aggregate principal amount of such
         Debt is in excess of $100,000,000;

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

                           (g) the Borrower or any Significant Subsidiary shall
         commence a voluntary case or other proceeding seeking liquidation,
         reorganization or other relief with respect to itself or its debts
         under any bankruptcy, insolvency or other similar law now or hereafter
         in effect or seeking the appointment of a trustee, receiver,
         liquidator, custodian or other similar official of it or any
         substantial part of its property, or shall consent to any such relief
         or to the appointment of or taking possession by any such official in
         an involuntary case or other proceeding commenced against it, or shall
         make a general assignment for the benefit of creditors, or shall fail
         generally to pay its debts as they become due, or shall take any
         corporate action to authorize any of the foregoing;

                           (h) an involuntary case or other proceeding shall be
         commenced against the Borrower or any Significant Subsidiary seeking
         liquidation, reorganization or other relief with respect to it or its
         debts under any bankruptcy, insolvency or other similar law now or


                                      -34-
<PAGE>

         hereafter in effect or seeking the appointment of a trustee, receiver,
         liquidator, custodian or other similar official of it or any
         substantial part of its property, and such involuntary case or other
         proceeding shall remain undismissed and unstayed for a period of 60
         days; or an order for relief shall be entered against the Borrower or
         any Significant Subsidiary under the federal bankruptcy laws as now or
         hereafter in effect;

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

                           (j) a judgment or order for the payment of money in
         excess of $25,000,000 shall be rendered against the Borrower or any
         Subsidiary of the Borrower and such judgment or order shall continue
         unsatisfied and unstayed for a period of 30 days;

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.

                  6.02 NOTICE 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.


                                      -35-
<PAGE>

                                   ARTICLE VII

                            THE ADMINISTRATIVE AGENT

                  7.01 APPOINTMENT 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.

                  7.02 ADMINISTRATIVE 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.

                  7.03 ACTION 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.

                  7.04 CONSULTATION 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.

                  7.05 LIABILITY 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.

                  7.06 INDEMNIFICATION. 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


                                      -36-
<PAGE>

connection with the Administrative Agent's role under this Agreement or any
related action taken or omitted by such indemnitees hereunder.

                  7.07 CREDIT 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.

                  7.08 SUCCESSOR 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.

                  7.09 ADMINISTRATIVE 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.


                                      -37-
<PAGE>

                                  ARTICLE VIII

                             CHANGE IN CIRCUMSTANCES

                  8.01 BASIS 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:

                           (a) the Administrative Agent is advised by the
         Required Lenders that deposits in Dollars and in the required amounts
         are not being offered to the Lenders in the relevant market for such
         Interest Period, or

                           (b) the Required Lenders advise the Administrative
         Agent that the London Interbank Offered Rate, as determined by the
         Administrative Agent, will not adequately and fairly reflect the cost
         to such Lenders of funding their Euro-Dollar Loans for such Interest
         Period,

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.

                  8.02 ILLEGALITY. 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.


                                      -38-
<PAGE>

                  8.03  INCREASED COST AND REDUCED RETURN.

                           (a) If after the Effective Date, 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 Applicable Lending Office)
         with any request or directive (whether or not having the force of law)
         of any such authority, central bank or comparable agency:

                                    (i) shall subject any Lender (or its
                  Applicable Lending Office) to any tax, duty or other charge
                  with respect to its Euro-Dollar Loans, its Note or its
                  obligation to make Euro-Dollar Loans or shall change the basis
                  of taxation of payments to any Lender (or its Applicable
                  Lending Office) of the principal of or interest on its
                  Euro-Dollar Loans or any other amounts due under this
                  Agreement in respect of its Euro-Dollar Loans or its
                  obligation to make Euro-Dollar Loans (except for changes in
                  the rate of tax on the overall net income of such Lender or
                  its Applicable Lending Office imposed by the jurisdiction in
                  which such Lender's principal executive office or Applicable
                  Lending Office is located); or

                                    (ii) shall impose, modify or deem applicable
                  any reserve (including, without limitation, any such
                  requirement imposed by the Board of Governors of the Federal
                  Reserve System, but excluding, with respect to any Euro-
                  Dollar Loan any such requirement included in the Euro-Dollar
                  Reserve Percentage), special deposit, insurance assessment or
                  similar requirement against assets of, deposits with or for
                  the account of, or credit extended by, any Lender (or its
                  Applicable Lending Office) or shall impose on any Lender (or
                  its Applicable Lending Office) or on the United States market
                  for certificates of deposit or the London interbank market any
                  other condition affecting its Euro-Dollar Loans, its Note or
                  its obligation to make Euro- Dollar Loans;

         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
         Euro-Dollar 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.

                           (b) If, after the Effective Date, any Lender shall
         have determined that any applicable law, rule or regulation regarding
         capital adequacy (irrespective of the actual timing of the adoption or
         implementation thereof and including, without limitation, any law or
         regulation adopted pursuant to the July 1988 report of the Basle
         Committee on Banking Regulations and Supervisory Practices) or any
         change therein, 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


                                      -39-
<PAGE>

         by any Lender (or its Applicable Lending Office) with any request or
         directive regarding capital adequacy (whether or not having the force
         of law) of any such authority, central bank or comparable agency, has
         or would have the effect of reducing the rate of return on capital of
         such Lender (or its Parent) as a consequence of such Lender's
         obligations hereunder to a level below that which such Lender (or its
         Parent) could have achieved but for such law, regulation, change or
         compliance (taking into consideration its policies with respect to
         capital adequacy) by an amount deemed by such Lender to be material,
         then, subject to clause (d) of this Section, from time to time, 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 (or its Parent) for such
         reduction.

                           (c) Each Lender will promptly notify the Borrower and
         the Administrative Agent of any event of which it has knowledge,
         occurring after the date hereof, which will entitle such Lender to
         compensation pursuant to this Section and will designate a different
         Applicable Lending Office if such designation will avoid the need for,
         or reduce the amount of, such compensation and will not, in the sole
         judgment of such Lender, be otherwise disadvantageous to such Lender.

                           (d) Borrower shall not be required to reimburse any
         Lender for any increased costs, reductions or payments under this
         Section arising prior to 90 days preceding the date of any claim or
         demand by a Lender for compensation under this Section except to the
         extent the applicable law or regulation is imposed retroactively and
         the demand or claim is made within 90 days of the effect (in which case
         such claim or demand shall be submitted within 90 days of the date upon
         which such Lender becomes aware or should reasonably be aware of such
         law or regulation). A certificate of any Lender claiming compensation
         under this Section and setting forth the additional amount or amounts
         to be paid to it hereunder (with detail sufficient to allow the
         verification by Borrower of its calculations) shall be conclusive in
         the absence of manifest error. In determining such amount, such Lender
         may use any reasonable averaging and attribution methods.

                  8.04 BASE 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:

                           (a) all Loans which would otherwise be made by such
         Lender as Euro-Dollar Loans shall be made instead as Base Rate Loans
         (on which interest and principal shall be payable contemporaneously
         with the related Euro-Dollar Loans of the other Lenders), and

                           (b) after each of its Euro-Dollar Loans has been
         repaid, all payments of principal which would otherwise be applied to
         repay such Euro-Dollar Loans shall be applied to repay its Base Rate
         Loans instead.


                                      -40-
<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

                  9.01 NOTICES. 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.

                  9.02 NO 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.

                  9.03  EXPENSES; DOCUMENTARY TAXES; INDEMNIFICATION.

                           (a) The Borrower shall pay (i) all reasonable
         out-of-pocket expenses of the Administrative Agent and the Lead
         Arranger, including reasonable fees and disbursements of counsel for
         the Administrative Agent (including the allocated fees and expenses of
         any internal counsel), in connection with the preparation of this
         Agreement and all related documents, the negotiation, closing and
         syndication of this Agreement and the Loans (including due diligence
         with respect thereto), the administration of this Agreement and the
         Loans, and in connection with any waiver, amendment or consent
         hereunder or any amendment hereof or any Default or alleged Default
         hereunder and (ii) if an Event of Default occurs, all reasonable
         out-of-pocket expenses incurred by the Administrative Agent or any
         Lender, including fees and disbursements of counsel (including the
         allocated fees and expenses of any internal counsel), in connection
         with such Event of Default and collection, bankruptcy, insolvency and
         other enforcement proceedings resulting therefrom. The Borrower shall
         indemnify each Lender against any transfer taxes, documentary taxes,
         mortgage recording taxes, assessments or charges made by any
         governmental authority by reason of the execution and delivery or
         enforcement of any of the Loan Documents.

                           (b) The Borrower agrees to indemnify the
         Administrative Agent, the Lead Arranger and each Lender, their
         respective affiliates and the respective directors, officers, agents
         and employees of the foregoing (each an "Indemnitee") and hold each
         Indemnitee harmless from and against any and all liabilities, losses,
         damages, costs and expenses of any kind, including, without limitation,
         the reasonable fees and disbursements of


                                      -41-
<PAGE>

         counsel (including the allocated fees and expenses of any internal
         counsel), which may be incurred by such Indemnitee in connection with
         any investigative, administrative or judicial proceeding (whether or
         not such Indemnitee shall be designated a party thereto) brought or
         threatened relating to or arising out of the Promus Acquisition, the
         Promus Merger Agreement or the transactions contemplated thereby, this
         Agreement or any actual or proposed use of proceeds of Loans hereunder;
         provided that no Indemnitee shall have the right to be indemnified
         hereunder for such Indemnitee's own gross negligence or willful
         misconduct as determined by a court of competent jurisdiction.

                  9.04 AMENDMENTS 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
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.

                  9.05  SUCCESSORS AND ASSIGNS.

                           (a) This Agreement and the other Loan Documents to
         which Borrower is a party will be binding upon and inure to the benefit
         of Borrower, the Administrative Agent, each of the Lenders, and their
         respective successors and permitted assigns, EXCEPT that the Borrower
         may not assign its rights hereunder or thereunder or any interest
         herein or therein without the prior written consent of all the Lenders.
         Each Lender represents that it is not acquiring its Note with a view to
         the distribution thereof within the meaning of the Securities Act of
         1933, as amended (subject to any requirement that disposition of such
         Note must be within the control of such Lender). Any Lender may at any
         time pledge its Note or any other instrument evidencing its rights as a
         Lender under this Agreement to a Federal Reserve Bank, but no such
         pledge shall release that Lender from its obligations hereunder or
         grant to such Federal Reserve Bank the rights of a Lender hereunder
         absent foreclosure of such pledge.

                           (b) From time to time following the Effective Date,
         each Lender may assign to one or more Eligible Assignees all or any
         portion of its Commitment; PROVIDED that (i) such Eligible Assignee, if
         not then a Lender or an Affiliate of the assigning Lender, shall be
         approved by each of the Administrative Agent and (if no Default or
         Event of Default then exists) the Borrower (neither of which approvals
         shall be unreasonably withheld or delayed), (ii) such assignment shall
         be evidenced by an Assignment and Assumption Agreement substantially in
         the form of Exhibit J, a copy of which shall be furnished to the
         Administrative Agent as hereinbelow provided, (iii) EXCEPT in the case
         of an assignment to an Affiliate of the assigning Lender, to another
         Lender or of the entire remaining Commitment of the assigning


                                      -42-
<PAGE>

         Lender, the assignment shall not assign a portion of the Commitments
         that is equivalent to less than $5,000,000, and (iv) the effective date
         of any such assignment shall be as specified in the Assignment and
         Assumption Agreement, but not earlier than the date which is five
         Domestic Business Days after the date the Administrative Agent has
         received the Assignment and Assumption Agreement. Upon the effective
         date of the Assignment and Assumption Agreement, the Eligible Assignee
         named therein shall be a Lender for all purposes of this Agreement,
         with the Commitment therein set forth and, to the extent of such
         Commitment, the assigning Lender shall be released from its further
         obligations under this Agreement. Borrower agrees that it shall
         execute and deliver (against delivery by the assigning Lender to
         Borrower of its Note) to such assignee Lender, a Note evidencing that
         assignee Lender's Commitment, and to the assigning Lender, a Note
         evidencing the remaining Commitment retained by the assigning Lender.

                           (c) By executing and delivering an Assignment and
         Assumption Agreement, the Eligible Assignee thereunder acknowledges and
         agrees that: (i) other than the representation and warranty that it is
         the legal and beneficial owner of the Commitment being assigned thereby
         free and clear of any adverse claim, the assigning Lender has made no
         representation or warranty and assumes no responsibility with respect
         to any statements, warranties or representations made in or in
         connection with this Agreement or the execution, legality, validity,
         enforceability, genuineness or sufficiency of this Agreement or any
         other Loan Document; (ii) the assigning Lender has made no
         representation or warranty and assumes no responsibility with respect
         to the financial condition of Borrower or the performance by Borrower
         of its obligations under this Agreement; (iii) it has received a copy
         of this Agreement, together with copies of the most recent financial
         statements delivered pursuant to Section 5.01 and such other documents
         and information as it has deemed appropriate to make its own credit
         analysis and decision to enter into such Assignment and Assumption
         Agreement; (iv) it will, independently and without reliance upon the
         Administrative Agent or any 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 action under this
         Agreement; (v) it appoints and authorizes the Administrative Agent to
         take such action and to exercise such powers under this Agreement as
         are delegated to the Administrative Agent by this Agreement; and (vi)
         it will perform in accordance with their terms all of the obligations
         which by the terms of this Agreement are required to be performed by it
         as a Lender.

                           (d) The Administrative Agent shall maintain a copy of
         each Assignment and Assumption Agreement delivered to it and a register
         (the "Register") of the names and address of each of the Lenders and
         the Commitment held by each Lender, giving effect to each Assignment
         and Assumption Agreement. The Register shall be available during normal
         business hours for inspection by Borrower or any Lender upon reasonable
         prior notice to the Administrative Agent. After receipt of a completed
         Assignment and Assumption Agreement executed by any Lender and an
         Eligible Assignee (including without limitation any existing Lender),
         and receipt of an assignment fee of $3,500 from such Lender or Eligible
         Assignee, the Administrative Agent shall, promptly following the
         effective date thereof, provide to Borrower and the affected Lenders
         notice of such effectiveness. Borrower, the Administrative Agent and
         the Lenders shall deem and treat the Persons listed as Lenders in the
         Register as the holders and owners of the Commitments listed therein
         for all purposes hereof, and no


                                      -43-
<PAGE>

         assignment or transfer of any Commitment shall be effective, in each
         case unless and until an Assignment and Assumption Agreement effecting
         the assignment or transfer thereof shall have been accepted by the
         Administrative Agent and recorded in the Register as provided above.
         Prior to such recordation, all amounts owed with respect to the
         applicable Commitment shall be owed to the Lender listed in the
         Register as the owner thereof, and any request, authority or consent of
         any Person who, at the time of making such request or giving such
         authority or consent, is listed in the Register as a Lender shall be
         conclusive and binding on any subsequent holder, assignee or transferee
         of the corresponding Commitment.

                           (e) Each Lender may from time to time grant
         participations to one or more Lenders or other financial institutions
         (INCLUDING another Lender) in its Commitment; PROVIDED, HOWEVER, that
         (i) such Lender's obligations under this Agreement shall remain
         unchanged, (ii) such Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations, (iii) the
         participating Lenders or other financial institutions shall not be a
         Lender hereunder for any purpose (provided that the participation
         agreement may provide for a Lender to allow the participant the
         derivative benefit of Sections 2.23, 8.03 and 9.03, but such derivative
         benefits shall not increase the overall cost to Borrower under such
         Sections), (iv) Borrower, the Administrative Agent and the other
         Lenders shall continue to deal solely and directly with such Lender in
         connection with such Lender's rights and obligations under this
         Agreement, (v) the participation interest shall be expressed as a
         percentage of the granting Lender's Commitment as it then exists and
         shall not restrict an increase in the Commitments, or in the granting
         Lender's Commitment, so long as the amount of the participation
         interest is not affected thereby and (vi) the consent of the holder of
         such participation interest shall not be required for amendments or
         waivers of provisions of the Loan Documents OTHER THAN those which (A)
         result in a decrease in fees, interest rate spreads or principal
         payable to the holder of such participation, (B) increase the
         Commitment of the granting Lenders and thereby increase the funding
         requirements of the holder of such a participation, or (C) extend the
         Termination Date.

                           (f) Notwithstanding anything to the contrary
         contained herein, any Lender (a "Granting Lender") may grant to special
         purpose funding vehicles (each, an "SPC") of such Granting Lender,
         identified as such in writing from time to time by the Granting Lender
         to the Administrative Agent and the Borrower the option to provide all
         or any part of any Loan that such Granting Lender would otherwise be
         obligated to make pursuant to this Agreement, provided that (i) nothing
         herein shall constitute a commitment to make any Loan by any SPC, (ii)
         if an SPC elects not to exercise such option or otherwise fails to
         provide all or any part of such Loan, the Granting Lender shall be
         obligated to make such Loan pursuant to the terms hereof, and (iii)
         except as expressly set forth herein, the rights of any such SPC shall
         be derivative of the rights of the Granting Lender, and each SPC shall
         be subject to all of the restrictions upon the Granting Lender herein
         contained. Each SPC shall be conclusively presumed to have made
         arrangements with its Granting Lender for the exercise of voting and
         other rights hereunder in a manner which is acceptable to the SPC, and
         the Administrative Agent, the Lenders and Borrower and each other party
         shall be entitled to rely upon and deal solely with the Granting Lender
         with respect to Loans made by or through its SPC. The making of a Loan
         by an SPC hereunder shall utilize the Commitment of the Granting Lender
         to the same extent, and as if, such Loan were made by the Granting
         Lender. Each party hereto hereby agrees that no SPC shall be liable
         for any indemnity or similar payment obligation


                                      -44-
<PAGE>

         under this Agreement (all liability for which shall remain with the
         related Granting Lender). In furtherance of the foregoing, each party
         hereto hereby agrees (which agreement shall survive the termination of
         this Agreement) that, prior to the date that is one year and one day
         after the payment in full of all outstanding senior indebtedness of
         any SPC, it will not institute against, or join any other person in
         instituting against, such SPC any bankruptcy, reorganization,
         arrangement, insolvency or liquidation proceedings or similar
         proceedings under the laws of the United States of America or any
         State thereof. In addition, notwithstanding anything to the
         contrary contained in this Section 9.05, each SPC may, at any
         time, without regard to the period required by Section 9.05(b)(iv), (i)
         with notice to, but without the prior written consent of, the Borrower
         or the Administrative Agent, and without paying any processing fee
         therefor, assign all or a portion of its interests in any Loans to its
         Granting Lender (or to any other SPC of such Granting Lender) or to any
         financial institutions providing liquidity and/or credit facilities to
         or for the account of such SPC to fund the Loans made by such SPC or to
         support the securities (if any) issued by such SPC to fund such Loans
         (but nothing contained herein shall be construed in derogation of the
         obligation of the Granting Lender to make Loans hereunder), and (ii)
         disclose on a confidential basis any non-public information relating to
         its Loans to any rating agency, commercial paper dealer or provider of
         a surety, guarantee or credit or liquidity enhancement to such SPC.
         This Section 9.05(f) may not be amended without the consent of all
         SPC's then designated to the Administrative Agent in accordance with
         the foregoing provisions of this Section.

                  9.06 NEW 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.

                  9.07 COUNTERPARTS; 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.

                  9.08 SEVERAL 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.

                  9.09 SHARING 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


                                      -45-
<PAGE>

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.


                                      -46-

<PAGE>

                  9.10 WAIVER 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.

                  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:  Mariel C. Albrecht
                                       Title: Vice President and Assistant
                                              Treasurer

                                       Address for Notices:

                                       Mariel C. Albrecht,
                                       Vice President and Assistant Treasurer
                                       Hilton Hotels Corporation
                                       World Headquarters
                                       9336 Civic Center Drive
                                       Beverly Hills, California 90210
                                       Telecopier: 310/205-7867
                                       Telephone: 310/205-7687


                                      -47-
<PAGE>

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


                                 By:
                                    -------------------------------------------
                                 Janice Hammond, Vice President

                                 Bank of America, N.A.
                                 555 South Flower Street
                                 11th Floor
                                 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:
                                    -------------------------------------------
                                 Scott L. Faber, Principal

                                 Address for Notices:

                                 Bank of America, N.A.
                                 Credit Products - LA 3283
                                 Entertainment & Media Group
                                 555 South Flower Street, 11th Floor
                                 Los Angeles, California  90071
                                 Attn:  Scott L. Faber, Principal
                                 Telecopier:  213/228-2641
                                 Telephone:  213/228-2768
                                 E-Mail:  scott.faber@bankofamerica.com

                                 with a copy to:

                                 Bank of America, N.A.
                                 Entertainment, Media & Gaming Industries
                                 Group 5777
                                 555 South Flower Street, 11th Floor
                                 Los Angeles, California   90071
                                 Attn:  William S. Newby, Managing Director
                                 Telecopier:  213/228-3145
                                 Telephone:  213/228-2438
                                 E-Mail:  bill.newby@bankofamerica.com


                                       S-1

<PAGE>

                                 THE BANK OF NOVA SCOTIA, as a Lender


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


                                       S-2
<PAGE>

                                 FIRST UNION NATIONAL BANK, as a Lender


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


                                       S-3
<PAGE>

                                 WACHOVIA BANK, N.A., as a Lender


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


                                       S-4
<PAGE>

                                 BANK ONE, N.A., as a Lender


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


                                       S-5
<PAGE>

                                 CREDIT LYONNAIS NEW YORK BRANCH, as a
                                 Lender


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


                                       S-6
<PAGE>

                                 SOCIETE GENERALE, as a Lender


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


                                       S-7
<PAGE>

                                 WESTDEUTSCHE LANDESBANK
                                 GIROZENTRALE, NEW YORK BRANCH, as a
                                 Lender


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



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


                                       S-8
<PAGE>

                                 WELLS FARGO BANK, N.A., as a Lender


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


                                       S-9
<PAGE>

                                 THE NORTHERN TRUST COMPANY, as a Lender


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


                                       S-10
<PAGE>

                                 BANK OF CHINA, LOS ANGELES BRANCH, as a
                                 Lender


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


                                       S-11
<PAGE>

                                 BANK OF HAWAII, as a Lender


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


                                       S-12
<PAGE>

                                 BANK OF TAIWAN, LOS ANGELES BRANCH, as a
                                 Lender


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


                                       S-13
<PAGE>

                                 BANQUE NATIONALE DE PARIS, as a Lender


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


                                       S-14
<PAGE>

                                 THE DAI-ICHI KANGYO BANK. LTD. NEW YORK
                                 BRANCH, as a Lender


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


                                       S-15
<PAGE>

                                 FIRST HAWAIIAN BANK, as a Lender


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


                                       S-16
<PAGE>

                                 FIRST TENNESSEE BANK NATIONAL
                                 ASSOCIATION, as a Lender


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


                                       S-17
<PAGE>

                                 LASALLE BANK N.A., as a Lender


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


                                       S-18
<PAGE>

                                 THE MITSUBISHI TRUST AND BANKING
                                 CORPORATION, as a Lender


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


                                       S-19
<PAGE>

                                 THE SANWA BANK, LIMITED; LOS ANGELES
                                 BRANCH, as a Lender


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


                                       S-20
<PAGE>

                                 U.S. BANK NATIONAL ASSOCIATION, as a Lender


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


                                       S-21
<PAGE>

                                 HUA NAN COMMERCIAL BANK, LTD.
                                 LOS ANGELES BRANCH, as a Lender


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


                                       S-22
<PAGE>

                                 MERCANTILE BANK NATIONAL ASSOCIATION,
                                 as a Lender


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


                                       S-23
<PAGE>

                                 CITY NATIONAL BANK, as a Lender


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


                                       S-24